Agenda packet — Modesto City Council, February 25, 2025 (part 5 of 6)

b. Employees who have significant roles in internal control. c. Others where fraud could have a material effect on the basic financial statements.

35. We have no knowledge of any allegations of fraud or suspected fraud affecting the City's basic financial statements received in communications from employees, former employees, analysts, regulators, or others.

36. We have no knowledge of noncompliance or suspected noncompliance with laws and regulations.

37. We are not aware of any pending or threatened litigation, claims or assessments; unasserted claims or assessments that are probable of assertion and must be disclosed in accordance with GASB Codification Section CS0, Claims and Judgements; and other matters including gain or loss contingencies, whose effects should be considered when preparing the financial statements. We have not consulted legal counsel concerning litigation, claims, assessments or other matters affecting the Park.

There are no other unasserted claims or assessments which are probable of assertion.

38. We have disclosed to you the identity of all of the City's related parties and all the related-party relationships and transactions of which we are aware.

39. We are aware of no deficiencies in internal control over financial reporting, including significant deficiencies or material weaknesses, in the design or operation of internal controls that could adversely affect the City's ability to record, process, summarize and report financial data.

40. There have been no communications from regulatory agencies concerning noncompliance with, or deficiencies in, financial reporting practices.

41. It is our responsibility to inform you of all current and potential affiliates of the City as defined by the "State and Local Government Client Affiliates" interpretation (ET sec. 1.224.020). Financial interests in, and other relationships with, affiliates of the City may create threats to independence. We have:
a. Provided you with all information we are aware of with respect to current and potential affiliates, including the degree of influence assessments and materiality assessments. b. Notified you that there are no changes to relevant considerations that may impact our determination of the existence of current or potential affiliates involving (i) changes in the determination of the materiality of an entity to the City's financial statements as a whole, (ii) the level of influence the City has over an entity's financial reporting process or (iii) the level of control or influence the City or a potential or current affiliate has over an investee that is not trivial or clearly inconsequential, sufficiently in advance of their effective dates to enable the City and Vasquez and Company LLP to identify and eliminate potential impermissible services and relationships between Vasquez and Company LLP or its associated entities and those potential affiliates, prior to the effective dates. c. Made you aware, to the best of our knowledge and belief, of any nonaudit services that the City or any of our affiliates has engaged Vasquez and Company LLP or any of its associated entities to perform.

42. We agree with the findings of the specialists in calculating the City's net OPEB liability, claims liability and fair value of derivative instruments and have adequately considered the qualifications of the specialists in determining the amounts and disclosures used in the financial statements and underlying accounting records. We did not give instructions, or cause any instructions to be given, to the specialists Exhibit A – Management Representation Letters 10
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with respect to the values or amounts derived in an attempt to bias their work, and we are not otherwise aware of any matters that have had an impact on the independence or objectivity of the specialists.

43. We believe that the actuarial assumptions and methods used by the actuary for funding purposes and for determining accumulated Plan benefits are appropriate in the circumstances. We did not give instructions, or cause any instructions to be given, to the actuary with respect to the values or amounts derived in an attempt to bias their work, and we are not otherwise aware of any matters that have had an impact on the independence or objectivity of the plan's actuary.

44. We believe that the information obtained from the audited financial statements of and other participant information provided by the California Public Employees' Retirement System is appropriate in the circumstances. We did not give instructions, or cause any instructions to be given, to the plan or its auditor in an attempt to bias their work, and we are not otherwise aware of any matters that have had an impact on the independence or objectivity of the plan or its auditor.

45. During the course of your audits, you may have accumulated records containing data that should be reflected in our books and records. All such data have been so reflected. Accordingly, copies of such records in your possession are no longer needed by us.

Supplementary Information

46. With respect to supplementary information presented in relation to the basic financial statements as a whole:
a. We acknowledge our responsibility for the presentation of such information. b. We believe such information, including its form and content, is fairly presented in accordance with U.S. GAAP, regulatory or contractual requirements, management's criteria, or other requirements. c. The methods of measurement or presentation have not changed from those used in the prior period.
d. When supplementary information is not presented with the audited basic financial statements, we will make the audited basic financial statements readily available to the intended users of the supplementary information no later than the date of issuance of the supplementary information and the auditor's report thereon.

47. With respect to the management's discussion and analysis, schedule of changes in the net pension liability and related ratios, schedule of pension plan contributions, schedule of changes in the OPEB liability and related ratios, schedule of OPEB contributions, and budgetary comparison information for the General Fund, Operating Grants Special Revenue Fund, Housing and Community Development Special Revenue Fund and Transportation Special Tax Special Revenue Fund presented as required by Governmental Accounting Standards Board to supplement the basic financial statements:
a. We acknowledge our responsibility for the presentation of such required supplementary information.
b. We believe such required supplementary information is measured and presented in accordance with guidelines prescribed by U.S. GAAP.

Exhibit A – Management Representation Letters 11
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c. The methods of measurement or presentation have not changed from those used in the prior period.

Compliance Considerations
In connection with your audit conducted in accordance with Government Auditing Standards, we confirm that management:

48. Is responsible for the preparation and fair presentation of the financial statements in accordance with the applicable financial reporting framework.

49. Is responsible for compliance with the laws, regulations and provisions of contracts and grant agreements applicable to the auditee.

50. Is not aware of any instances of identified and suspected fraud and noncompliance with provisions of laws, regulations, contracts, and grant agreements that have a material effect on the financial statements.

51. Is responsible for the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

52. Acknowledges its responsibility for the design, implementation and maintenance of controls to prevent and detect fraud.

53. Has a process to track the status of audit findings and recommendations.

54. Is not aware of any investigations or legal proceedings that have been initiated with respect to the period under audit.

55. Has provided views on the auditor's reported findings, conclusions and recommendations, as well as management's planned corrective actions, for the report.

56. Acknowledges its responsibilities as it relates to non-audit services performed by the auditor, including that it assumes all management responsibilities; that it oversees the services by designating an individual, preferably within senior management, who possesses suitable skill, knowledge or experience; that it evaluates the adequacy and results of the services performed; and that it accepts responsibility for the results of the services.

In connection with your audit of federal awards conducted in accordance with Subpart F of Title 2 U.S.

Code of Federal Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance), we confirm:

57. Management is responsible for complying, and has complied, with the requirements of Uniform Guidance.

58. Management is responsible for understanding and complying with the requirements of laws, regulations, and the provisions of contracts and grant agreements related to each of its federal programs.

59. Management is responsible for the design, implementation, and maintenance, and has designed, implemented and maintained, effective internal controls over compliance for federal programs that Exhibit A – Management Representation Letters 12
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provide reasonable assurance that the auditee is managing federal awards in compliance with federal statutes, regulations, and the terms and conditions of the federal award that could have a material effect on its federal programs.

60. Management is responsible for the preparation of the schedule of expenditures of awards, acknowledges and understands its responsibility for the presentation of the schedule of expenditures of federal awards in accordance with the Uniform Guidance; believes the schedule of expenditures of federal awards, including its form and content, is fairly presented in accordance with the Uniform Guidance; asserts that methods of measurement or presentation have not changed from those used in the prior period, or if the methods of measurement or presentation have changed, the reasons for such changes have been communicated; and is responsible for any significant assumptions or interpretations underlying the measurement or presentation of the schedule of expenditures of federal awards.

61. Management will make the audited financial statements readily available to the intended users of the schedule no later than the issuance date by the entity of the schedule of expenditures of federal awards and the auditor's report thereon.

62. Management has identified and disclosed all of its government programs and related activities subject to the Uniform Guidance compliance audit.

63. Management has identified and disclosed to the auditor the requirements of federal statutes, regulations, and the terms and conditions of federal awards that are considered to have a direct and material effect on each major program.

64. Management has made available all federal awards (including amendments, if any) and any other correspondence relevant to federal programs and related activities that have taken place with federal agencies or pass-through entities.

65. Management has identified and disclosed to the auditor all amounts questioned and all known noncompliance with the direct and material compliance requirements of federal awards or stated that there was no such noncompliance.

66. Management believes that the auditee has complied with the direct and material compliance requirements.

67. Management has made available all documentation related to compliance with the direct and material compliance requirements, including information related to federal program financial reports and claims for advances and reimbursements.

68. Management is aware of no communications from federal awarding agencies and pass-through entities concerning possible noncompliance with the direct and material compliance requirements, including communications received from the end of the period covered by the compliance audit to the date of the auditor's report.

69. There are no findings and related corrective actions taken for previous audits, attestation engagements, and internal or external monitoring that directly relate to the objectives of the compliance audit, including findings received and corrective actions taken from the end of the period covered by the compliance audit to the date of the auditor's report.

70. There are no subsequent events that provide additional evidence with respect to conditions that existed at the end of the reporting period that affect noncompliance during the reporting period.

Exhibit A – Management Representation Letters 13
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71. Management has disclosed all known noncompliance with direct and material compliance requirements occurring subsequent to the period covered by the auditor's report or stated that there were no such known instances.

72. Federal program financial reports and claims for advances and reimbursements are supported by the books and records from which the basic financial statements have been prepared.

73. The copies of federal program financial reports provided to the auditor are true copies of the reports submitted, or electronically transmitted, to the federal agency or pass-through entity, as applicable.

74. Management has monitored subrecipients, as necessary, to determine that they have expended passthrough assistance in accordance with applicable laws and regulations and the terms and conditions of the subaward and have met the other pass-through entity requirements of the Uniform Guidance.

75. Management has considered the results of subrecipient monitoring and audits and has made any necessary adjustments to the auditee's own books and records.

76. Management has charged costs to federal awards in accordance with applicable cost principles.

77. The reporting package does not contain protected personally identifiable information.

78. Management will complete the appropriate sections of the data collection form.

79. Management has no knowledge of noncompliance at contracted service organizations.

CITY OF MODESTO
Joseph P. Lopez
City Manager
D ,A ,z,na, �
DeAnna Christensen
Director of Finance
Exhibit A – Management Representation Letters 14
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- 1223 -
I!;
0 --=vm �) CITY OF

MODESTO

CALIFORNIA
November 8, 2024
Vasquez and Company LLP
655 N Central Avenue, Suite 1550
Glendale, CA 93215
Finance Department
Accounting Division
P.O. Box 642
Modesto, California 95354
209.577.5387
[email protected]
This representation letter is provided in connection with your audit of the statement of revenues and costs of the City of Modesto, California, (the City) Abandoned Vehicle Abatement Program (the Program), for the year ended June 30, 2024, for the purpose of expressing an opinion on whether the financial statement is presented fairly, in all material respects, in accordance with cash basis of accounting described in Note 1 to the financial statement.

We confirm, to the best of our knowledge and belief, having made such inquiries as we considered necessary for the purpose of appropriately informing ourselves, that as of November 8, 2024:

Financial Statement

1. The financial statement referred to above is prepared on the cash basis of accounting, as described in Note 1 to the financial statement (hereafter, cash basis of accounting), which is a basis of accounting other than accounting principles generally accepted in the United States of America.

2. We have fulfilled our responsibilities, as set out in the terms of the audit engagement letter dated March 7, 2024, for the preparation and fair presentation of the financial statement referred to above in accordance with the cash basis of accounting.

3. We acknowledge our responsibility for the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statement that is free from material misstatement, whether due to fraud or error.

4. We acknowledge our responsibility for the design, implementation and maintenance of controls to prevent and detect fraud.

5. Related-party relationships and transactions have been appropriately accounted for in accordance with the requirements of the cash basis of accounting and disclosed adequately to achieve fair presentation.

Types of related party transactions engaged in by the City include:
a. Those with the primary government having accountability for the Program. b. lnterfund transactions, including interfund accounts and advances receivable and payable, sale and purchase transactions, interfund transfers, long-term loans, leasing arrangements and guarantees.

6. All events subsequent to the date of the financial statements, and for which disclosure is necessary for fair presentation, have been disclosed.

7. The effects of all known actual or possible litigation and claims have been accounted for in accordance with the cash basis of accounting and disclosed adequately to achieve fair presentation.

Exhibit A – Management Representation Letters 15
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8. Management has followed applicable laws and regulations in adopting, approving and amending budgets.

9. In the audit engagement letter dated March 7, 2024, we requested that you draft the financial statements in connection with your audit.

With respect to this service:
a. We have made all management decisions and performed all management functions; b. We assigned an appropriate individual to oversee the services; c. We evaluated the adequacy and results of the services performed, and made an informed judgment on the results of the services performed;
d. We have accepted responsibility for the results of the services; and e. We have accepted responsibility for all significant judgments and decisions that were made.

10. We have no direct or indirect legal or moral obligation for any debt of any organization, public or private, or to special assessment bondholders, that is not disclosed in the financial statements.

11. We have no knowledge of any uncorrected misstatements in the financial statement.

12. We have complied with all aspects of laws, regulations and provisions of contracts and agreements that would have a material effect on the financial statements in the event of noncompliance. The City had made the necessary City-wide Single Audit arrangements.

13. We have requested an unsecured electronic copy of the auditor's report financial statement and agree that the auditor's report and financial statement will not be modified in any manner.

Information Provided

14. We have provided you with:
a. Access to all information of which we are aware that is relevant to the preparation and fair presentation of the financial statement such as records, documentation and other matters. b. Additional information that you have requested from us for the purpose of the audit. c. Unrestricted access to persons within the City from whom you determined it necessary to obtain audit evidence.
d. Minutes of the meetings of the governing council or summaries of actions of recent meetings for which minutes have not yet been prepared.

Exhibit A – Management Representation Letters 16
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15. All transactions have been recorded in the accounting records and are reflected in the financial statement on cash basis.

16. It is our responsibility to establish and maintain internal control over financial reporting. One of the components of an entity's system of internal control is risk assessment. We hereby represent that our risk assessment process includes the identification and assessment of risks of material misstatement due to fraud. We have shared with you our fraud risk assessment, including a description of the risks, our assessment of the magnitude and likelihood of misstatements arising from those risks, and the controls that we have designed and implemented in response to those risks.

17. We have no knowledge of allegations of fraud or suspected fraud affecting the financial statement involving:
a. Management.
b. Employees who have significant roles in internal control. c. Others where the fraud could have a material effect on the financial statements.

18. We have no knowledge of any allegations of fraud or suspected fraud affecting the financial statement received in communications from employees, former employees, analysts, regulators, or others.

19. We have no knowledge of noncompliance or suspected noncompliance with laws and regulations.

20. We are not aware of any pending or threatened litigation, claims or assessments; unasserted claims or assessments that are probable of assertion, whose effects should be considered when preparing the financial statements. We have not consulted legal counsel concerning litigation, claims, assessments or other matters affecting the Program.

There are no other unasserted claims or assessments which are probable of assertion.

21. We have disclosed to you the identity of all of the related parties and all the related-party relationships and transactions of which we are aware.

22. We are aware of no deficiencies in internal control over financial reporting, including significant deficiencies or material weaknesses, in the design or operation of internal controls that could adversely affect the City ability to record, process, summarize and report financial data.

23. There have been no communications from regulatory agencies concerning noncompliance with, or deficiencies in, financial reporting practices.

24. We have:
a. Provided you with all information we are aware of with respect to current and potential affiliates, including the degree of influence assessments and materiality assessments.

Exhibit A – Management Representation Letters 17
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b. Notified you that there were no changes to relevant considerations that may impact our determination of the existence of current or potential affiliates involving (i) changes in the determination of the materiality of an entity to the basic financial statements as a whole, (ii) the level of influence the City has over an entity's financial reporting process or (iii) the level of control or influence the City or a potential or current affiliate has over an investee that is not trivial or clearly inconsequential, sufficiently in advance of their effective dates to enable the City and Vasquez and Company LLP to identify and eliminate potential impermissible services and relationships between Vasquez and Company LLP or its associated entities and those potential affiliates, prior to the effective dates.
c. Made you aware, to the best of our knowledge and belief, of any nonaudit services that the City or any of our affiliates has engaged Vasquez and Company LLP or any of its associated entities to perform.

25. During the course of your audit, you may have accumulated records containing data that should be reflected in our books and records. All such data have been so reflected. Accordingly, copies of such records in your possession are no longer needed by us.

Compliance Considerations
In connection with your audit conducted in accordance with Government Auditing Standards, we confirm that management:

26. Is responsible for the preparation and fair presentation of the financial statements in accordance with the applicable financial reporting framework.

27. Is responsible for compliance with the laws, regulations and provisions of contracts and grant agreements applicable to the auditee.

28. Is not aware of any instances of identified and suspected fraud and noncompliance with provisions of laws, regulations, contracts, and grant agreements that have a material effect on the financial statements.

29. Is responsible for the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

30. Acknowledges its responsibility for the design, implementation and maintenance of controls to prevent and detect fraud.

31. Has a process to track the status of audit findings and recommendations.

32. Is not aware of any investigations or legal proceedings that have been initiated with respect to the period under audit.

33. Acknowledges its responsibilities as it relates to non-audit services performed by the auditor, including that it assumes all management responsibilities; that it oversees the services by designating an Exhibit A – Management Representation Letters 18
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individual, preferably within senior management, who possesses suitable skill, knowledge or experience; that it evaluates the adequacy and results of the services performed; and that it accepts responsibility for the results of the services.

In connection with your audit of the City's Program in accordance with the Abandoned Vehicle Abatement Program, we confirm:

34. Management is responsible for complying, and has complied, with the requirements of the Abandoned Vehicle Abatement Program.

35. Management is responsible for understanding and complying with the requirements of laws, regulations, and the provisions of contracts and grant agreements related to the program.

36. Management is responsible for the design, implementation, and maintenance, and has designed, implemented and maintained, effective internal control over compliance for the program that provides reasonable assurance that the auditee is managing the program in compliance with related statutes, regulations, and the terms and conditions of the [award that could have a material effect on its program.

37. Management has identified and disclosed all of its government programs and related activities subject to the Abandoned Vehicle Abatement Program compliance audit.

38. Management has identified and disclosed to the auditor the requirements of related statutes, regulations, and the terms and conditions of awards that are considered to have a direct and material effect on the program.

39. Management has made available all awards (including amendments, if any) and any other correspondence relevant to the program and related activities that have taken place with agencies or pass-through entities.

40. Management believes that the auditee has complied with the direct and material compliance requirements.

41. Management is aware of no communications from awarding agencies and pass-through entities concerning possible noncompliance with the direct and material compliance requirements, including communications received from the end of the period covered by the compliance audit to the date of the auditor's report.

42. There are no findings and related corrective actions taken for previous audits, attestation engagements, and internal or external monitoring that directly relate to the objectives of the compliance audit, including findings received and corrective actions taken from the end of the period covered by the compliance audit to the date of the auditor's report.

43. There are no subsequent events that provide additional evidence with respect to conditions that existed at the end of the reporting period that affect noncompliance during the reporting period.

44. Program financial reports and claims for advances and reimbursements are supported by the books and records from which the financial statement has been prepared.

Exhibit A – Management Representation Letters 19
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45. The copy of the program financial report provided to the auditor are true copies of the reports submitted, or electronically transmitted, to the federal agency or pass-through entity, as applicable.

46. Management has charged costs to awards in accordance with applicable cost principles.

City of Modesto
D u<1 ,uu;, �
DeAnna Christensen
Director of Finance
Joseph P. Lopez
City Manager
Exhibit A – Management Representation Letters 20
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I!;
0 --=vm �) CITY OF

MODESTO

CALIFORNIA
November 8, 2024
Vasquez and Company LLP
655 N Central Avenue, Suite 1550
Glendale, CA 93215
Finance Department
Accounting Division
P.O. Box 642
Modesto, California 95354
209.577.5387
[email protected]
In connection with your engagement to perform, in accordance with attestation standards established by the American Institute of Certified Public Accountants, specified agreed-upon procedures with respect to the calculation of the Annual Appropriations Limit of the City of Modesto, California (the City) for the year ended June 30, 2024, we confirm, to the best of our knowledge and belief, the following representations made to you during the course of your engagement:

1. We understand that the City has the responsibility for the calculation of the Annual Appropriations Limit of the City for the year ended June 30, 2024.

2. We acknowledge that the procedures performed during your engagement are appropriate for the intended purpose of the engagement.

3. We have made available to you all records and related data relevant to the calculation of the Annual Appropriations Limit of the City for the year ended June 30, 2024, and the agreed-upon procedures.

4. There are no known matters contradicting the calculation of the Annual Appropriations Limit of the City for the year ended June 30, 2024, nor any communication from regulatory agencies affecting the calculation of the Annual Appropriations Limit of the City for the year ended June 30, 2024.

5. We have no knowledge of any material misstatements in the calculation of the Annual Appropriations Limit of the City for the year ended June 30, 2024.

6. We have disclosed to you all known events subsequent to June 30, 2024, that would have a material effect on the calculation of the Annual Appropriations Limit of the City for the year ended June 30, 2024.

7. There has been no knowledge of fraud or suspected fraud affecting the entity involving:
a. Management.
b. Employees who have significant roles in internal control. c. Others where fraud could have a material effect on the calculation of the Annual Appropriations Limit of the City for the year ended June 30, 2024.

8. We acknowledge our responsibility for the design and implementation of programs and controls to provide reasonable assurance that fraud is prevented and detected.

9. We have no knowledge of any allegations of fraud or suspected fraud affecting the City received in communications from employees, former employees, analysts, regulators, short sellers or others.

10. We have responded fully to all inquiries made to us b Exhibit A – Management Representation Letters 21
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11. During the course of your engagement, you may have accumulated records containing data that should be reflected in our books and records. All such data have been so reflected. Accordingly, copies of such records in your possession are no longer needed by us.

12. We have requested an unsecured electronic copy of the final subject matter and agreed-upon procedures report and agree that the final subject matter and agreed-upon procedures report will not be modified in any manner.

City of Modesto
D u<1 ,uu;, �
DeAnna Christensen
Director of Finance
Joseph P. Lopez
City Manager
Exhibit A – Management Representation Letters 22
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I!;
0 --=vm �)
Finance Department
Accounting Division
P.O. Box 642
Modesto, California 95354
209.577.5387
[email protected]

CITY OF

MODESTO

CALIFORNIA
November 8, 2024
Vasquez and Company LLP
655 N Central Avenue, Suite 1550
Glendale, CA 93215
This representation letter is provided in connection with your audit of the basic financial statements of the Modesto-Ceres Fire Protection Agency (the Agency), as of and for the year ended June 30, 2024, for the purpose of expressing an opinion on whether the financial statements are presented fairly, in all material respects, in accordance with accounting principles generally accepted in the United States of America (U.S.

GAAP).

We confirm, to the best of our knowledge and belief, having made such inquiries as we considered necessary for the purpose of appropriately informing ourselves, that as of November 8, 2024:

Financial Statements

1. We have fulfilled our responsibilities, as set out in the terms of the audit engagement letter dated March 7, 2024, for the preparation and fair presentation of the financial statements referred to above in accordance with U.S. GAAP.

2. We acknowledge our responsibility for the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

3. We acknowledge our responsibility for the design, implementation and maintenance of controls to prevent and detect fraud.

4. The methods, data, and significant assumptions used by us in making accounting estimates and their related disclosures are appropriate to achieve recognition, measurement, or disclosure that is reasonable in the context of U.S. GAAP, and reflect our judgment based on our knowledge and experience about past and current events, and our assumptions about conditions we expect to exist and courses of action we expect to take.

5. Related-party transactions have been recorded in accordance with the economic substance of the transaction and appropriately accounted for and disclosed in accordance with the requirements of U.S.

GAAP. Types of related party transactions engaged in by the Agency include:
a. Those with the primary government having accountability for the Agency. b. Those with joint ventures in which the Agency has an interest. c. Those with jointly governed organizations in which the Agency participates. d. lnterfund transactions, including interfund accounts and advances receivable and payable, sale and purchase transactions, interfund transfers, long-term loans, leasing arrangements and guarantees.

Exhibit A – Management Representation Letters 23
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6. All funds that meet the quantitative criteria in GASB Statement No. 34; Basic Financial Statementsand Management's Discussion and Analysis-for State and Local Governments, as amended, and No. 37, Basic Financial Statements-and Management's Discussion and Analysis-for State and Local Governments: Omnibus-an amendment of GASB Statements No. 21 and No. 34, for presentation as major are identified and presented as such and all other funds that are presented as major are particularly important to financial statement users.

7. The financial statements properly classify all funds and activities in accordance with GASB Statement No. 54, Fund Balance Reporting and Governmental Fund Type Definitions, as amended.

8. The Agency followed either its established accounting policy regarding which resources (that is, restricted, committed, assigned or unassigned) are considered to be spent first for expenditures for which more than one resource classification is available or followed paragraph 18 of GASB Statement No. 54 to determine the fund balance classifications for financial reporting purposes.

9. All events subsequent to the date of the financial statements, and for which U.S. GAAP requires adjustment or disclosure, have been adjusted or disclosed.

10. The effects of all known actual or possible litigation and claims have been accounted for and disclosed in accordance with U.S. GAAP.

11. Management has followed applicable laws and regulations in adopting, approving and amending budgets.

12. In the audit engagement letter dated March 7, 2024, we requested that you draft the financial statements in connection with your audit.

13. Provisions for uncollectible receivables have been properly identified and recorded.

14. Components of net position (net investment in capital assets, restricted, and unrestricted) and classifications of fund balance (nonspendable, restricted, committed, assigned, and unassigned) are properly classified and, if applicable, approved.

15. Revenues are appropriately classified in the statement of activities within program revenues and general revenues.

Exhibit A – Management Representation Letters 24
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16. Expenses have been appropriately classified in or allocated to functions and programs in the statement of activities, and allocations have been made on a reasonable basis.

17. The Agency's policy regarding whether to first apply restricted or unrestricted resources when an expense is incurred for purposes for which both restricted and unrestricted net position is available and appropriately disclosed and that net position is properly recognized under the policy.

18. We have no direct or indirect legal or moral obligation for any debt of any organization, public or private, or to special assessment bond holders, that is not disclosed in the financial statements.

19. We have complied with all aspects of laws, regulations and provisions of contracts and agreements that would have a material effect on the financial statements in the event of noncompliance. In connection therewith, we specifically represent that we are responsible for determining that we are not subject to the requirements of the Single Audit Act because we have not received, expended or otherwise been the beneficiary of the required amount of federal awards during the period of this audit.

20. We have reviewed GASB Statement No. 100, Accounting Changes and Error Corrections-an amendment of GASB Statement No. 62, effective for the fiscal year ending June 30, 2024, and concluded the implementation did not have a material impact on the basic financial statements.

21. We have no knowledge of any uncorrected misstatements in the financial statements.

22. We have requested an unsecured electronic copy of the auditor's reports and basic financial statements and agree that the auditor's reports and basic financial statements will not be modified in any manner.

Information Provided

23. We have provided you with:
a. Access to all information of which we are aware that is relevant to the preparation and fair presentation of the basic financial statements such as records, documentation and other matters. b. Additional information that you have requested from us for the purpose of the audit. c. Unrestricted access to persons within the City and Agency from whom you determined it necessary to obtain audit evidence.
d. Minutes of the meetings of the governing board, or summaries of actions of recent meetings for which minutes have not yet been prepared.

24. All transactions have been recorded in the accounting records and are reflected in the basic financial statements.

25. It is our responsibility to establish and maintain internal control over financial reporting. One of the components of an entity's system of internal control is risk assessment. We hereby represent that our risk assessment process includes identification and assessment of risks of material misstatement due to fraud. We have shared with you our fraud risk assessment, including a description of the risks, our assessment of the magnitude and likelihood of misstatements arising from those risks, and the controls that we have desi ned and imglemented in resgonse to those risks.

Exhibit A – Management Representation Letters 25
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November 8, 2024

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26. We have no knowledge of allegations of fraud or suspected fraud affecting the Agency's basic financial statements involving:
a. Management.
b. Employees who have significant roles in internal control. c. Others where the fraud could have a material effect on the basic financial statements.

27. We have no knowledge of any allegations of fraud or suspected fraud affecting the Agency's basic financial statements received in communications from employees, former employees, analysts, regulators, or others.

28. We have no knowledge of noncompliance or suspected noncompliance with laws and regulations.

29. We are not aware of any pending or threatened litigation, claims or assessments; unasserted claims or assessments that are probable of assertion and must be disclosed in accordance with GASB Codification Section CS0, Claims and Judgements; and other matters including gain or loss contingencies, whose effects should be considered when preparing the financial statements. We have not consulted legal counsel concerning litigation, claims, assessments or other matters affecting the Park.

There are no other unasserted claims or assessments which are probable of assertion.

30. We have disclosed to you the identity of all of the Agency's related parties and all the related-party relationships and transactions of which we are aware.

31. We are aware of no deficiencies in internal control over financial reporting, including significant deficiencies or material weaknesses, in the design or operation of internal controls that could adversely affect the Agency's ability to record, process, summarize and report financial data.

32. There have been no communications from regulatory agencies concerning noncompliance with, or deficiencies in, financial reporting practices.

33. It is our responsibility to inform you of all current and potential affiliates of the Agency as defined by the "State and Local Government Client Affiliates" interpretation (ET sec. 1.224.020). Financial interests in, and other relationships with, affiliates of the Agency may create threats to independence. We have:
a. Provided you with all information we are aware of with respect to current and potential affiliates, including the degree of influence assessments and materiality assessments. b. Notified you that there are no changes to relevant considerations that may impact our determination of the existence of current or potential affiliates involving (i) changes in the determination of the materiality of an entity to the Agency's financial statements as a whole, (ii) the level of influence the Agency has over an entity's financial reporting process or (iii) the level of control or influence the Agency or a potential or current affiliate has over an investee that is not trivial or clearly inconsequential, sufficiently in advance of their effective dates to enable the Agency and Vasquez and Company LLP to identify and eliminate potential impermissible services and relationships Exhibit A – Management Representation Letters 26
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November 8, 2024

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between Vasquez and Company LLP or its associated entities and those potential affiliates, prior to the effective dates.
c. Made you aware, to the best of our knowledge and belief, of any nonaudit services that the Agency or any of our affiliates has engaged Vasquez and Company LLP or any of its associated entities to perform.

34. During the course of your audit, you may have accumulated records containing data that should be reflected in our books and records. All such data have been so reflected. Accordingly, copies of such records in your possession are no longer needed by us.

Other Information

35. With respect to other information presented in relation to the basic financial statements as a whole:
a. We acknowledge our responsibility for the presentation of such information. b. We believe such information, including its form and content, is fairly presented in accordance with U.S. GAAP.
c. The methods of measurement or presentation have not changed from those used in the prior period.
d. When other information is not presented with the audited basic financial statements, we will make the audited basic financial statements readily available to the intended users of the other information no later than the date of issuance of the other information and the auditor's report thereon.

Compliance Considerations
In connection with your audit conducted in accordance with Government Auditing Standards, we confirm that management:

36. Is responsible for the preparation and fair presentation of the financial statements in accordance with the applicable financial reporting framework.

37. Is responsible for compliance with the laws, regulations and provisions of contracts and grant agreements applicable to the auditee.

38. Is not aware of any instances of identified and suspected fraud and noncompliance with provisions of laws, regulations, contracts, and grant agreements that have a material effect on the financial statements.

39. Is responsible for the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

40. Acknowledges its responsibility for the design, implementation and maintenance of controls to prevent and detect fraud.

Exhibit A – Management Representation Letters 27
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- 1236 -
Vasquez and Company LLP
November 8, 2024
Page6

41. Has a process to track the status of audit findings and recommendations.

42. Has identified for the auditor previous audits, attestation engagements and other studies related to the objectives of the audit and whether related recommendations have been implemented.

43. Is not aware of any investigations or legal proceedings that have been initiated with respect to the period under audit.

44. Acknowledges its responsibilities as it relates to non-audit services performed by the auditor, including that it assumes all management responsibilities; that it oversees the services by designating an individual, preferably within senior management, who possesses suitable skill, knowledge or experience; that it evaluates the adequacy and results of the services performed; and that it accepts responsibility for the results of the services.

Modesto-Ceres Fire Protection Agency
Dv1 ,z,na, �
DeAnna Christensen
Director of Finance - City of Modesto
Joseph P. Lopez - City Manager of the City of Modesto
Member
Exhibit A – Management Representation Letters 28
#14..
- 1237 -
I!;
0 --=vm �) CITY OF

MODESTO

CALIFORNIA
November 8, 2024
Vasquez and Company LLP
655 N Central Avenue, Suite 1550
Glendale, CA 93215
Finance Department
Accounting Division
P.O. Box 642
Modesto, California 95354
209.577.5387
[email protected]
This representation letter is provided in connection with your audit of the basic financial statements of the Measure H Fund (the Fund) of the City of Modesto, California (the City), as of and for the year ended June 30, 2024, for the purpose of expressing an opinion on whether the financial statements are presented fairly, in all material respects, in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP)
We confirm, to the best of our knowledge and belief, having made such inquiries as we considered necessary for the purpose of appropriately informing ourselves, that as of November 8, 2024:

Financial Statements

3. We acknowledge our responsibility for the design, implementation and maintenance of controls to prevent and detect fraud.

5. Related-party transactions have been recorded in accordance with the economic substance of the transaction and appropriately accounted for and disclosed in accordance with the requirements of U.S.

GAAP. Types of related party transactions engaged in by the City include:
a. Those with the primary government having accountability for the Fund. b. lnterfund transactions, including interfund accounts and advances receivable and payable, sale and purchase transactions, interfund transfers, long-term loans, leasing arrangements and guarantees.

6. The financial statements properly classify all funds and activities in accordance with GASB Statement No. 54, Fund Balance Reporting and Governmental Fund Type Definitions, as amended.

Exhibit A – Management Representation Letters 29
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Vasquez and Company LLP
November 8, 2024

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7. The City followed either its established accounting policy regarding which resources (that is, restricted, committed, assigned or unassigned) are considered to be spent first for expenditures for which more than one resource classification is available or followed paragraph 18 of GASB Statement No. 54 to determine the fund balance classifications for financial reporting purposes.

8. All events subsequent to the date of the financial statements, and for which U.S. GAAP requires adjustment or disclosure, have been adjusted or disclosed.

9. The effects of all known actual or possible litigation and claims have been accounted for and disclosed in accordance with U.S. GAAP.

10. Management has followed applicable laws and regulations in adopting, approving and amending budgets.

11. In the audit engagement letter dated March 7, 2024, we requested that you draft the financial statements in connection with your audit.

12. We have no direct or indirect legal or moral obligation for any debt of any organization, public or private, or to special assessment bondholders, that is not disclosed in the financial statements.

13. We have complied with all aspects of laws, regulations and provisions of contracts and agreements that would have a material effect on the financial statements in the event of noncompliance. The City had made the necessary City-wide Single Audit arrangements.

14. We have reviewed GASB Statement No. 100, Accounting Changes and Error Corrections-an amendment of GASB Statement No. 62, effective for the fiscal year ending June 30, 2024, and concluded the implementation did not have a material impact on the basic financial statements.

15. We have no knowledge of any uncorrected misstatements in the financial statements.

16. We have requested an unsecured electronic copy of the auditor's report and basic financial statements and agree that the auditor's report and basic financial statements will not be modified in any manner.

Exhibit A – Management Representation Letters 30
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- 1239 -
Vasquez and Company LLP
November 8, 2024

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Information Provided

17. We have provided you with:
a. Access to all information of which we are aware that is relevant to the preparation and fair presentation of the basic financial statements such as records, documentation and other matters. b. Additional information that you have requested from us for the purpose of the audit. c. Unrestricted access to persons within the City from whom you determined it necessary to obtain audit evidence.
d. Minutes of the meetings of the governing council, or summaries of actions of recent meetings for which minutes have not yet been prepared.

18. All transactions have been recorded in the accounting records and are reflected in the basic financial statements.

19. It is our responsibility to establish and maintain internal control over financial reporting. One of the components of an entity's system of internal control is risk assessment. We hereby represent that our risk assessment process includes identification and assessment of risks of material misstatement due to fraud. We have shared with you our fraud risk assessment, including a description of the risks, our assessment of the magnitude and likelihood of misstatements arising from those risks, and the controls that we have designed and implemented in response to those risks.

20. We have no knowledge of allegations of fraud or suspected fraud affecting the basic financial statements involving:
a. Management.
b. Employees who have significant roles in internal control. c. Others where the fraud could have a material effect on the basic financial statements.

21. We have no knowledge of any allegations of fraud or suspected fraud affecting the basic financial statements received in communications from employees, former employees, analysts, regulators, or others.

22. We have no knowledge of noncompliance or suspected noncompliance with laws and regulations.

23. We are not aware of any pending or threatened litigation, claims or assessments; unasserted claims or assessments that are probable of assertion and must be disclosed in accordance with GASS Codification Section CS0, Claims and Judgements; and other matters including gain or loss contingencies, whose effects should be considered when preparing the financial statements. We have not consulted legal counsel concerning litigation, claims, assessments or other matters affecting the Measure H Fund.

Exhibit A – Management Representation Letters 31
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November 8, 2024
Page4
There are no other unasserted claims or assessments which are probable of assertion.

24. We have disclosed to you the identity of all of the related parties and all the related-party relationships and transactions of which we are aware.

25. We are aware of no deficiencies in internal control over financial reporting, including significant deficiencies or material weaknesses, in the design or operation of internal controls that could adversely affect the City's ability to record, process, summarize and report financial data.

26. There have been no communications from regulatory agencies concerning noncompliance with, or deficiencies in, financial reporting practices.

27. It is our responsibility to inform you of all current and potential affiliates of the City as defined by the "State and Local Government Client Affiliates" interpretation (ET sec. 1.224.020 ). Financial interests in, and other relationships with, affiliates of the City may create threats to independence. We have:
a. Provided you with all information we are aware of with respect to current and potential affiliates, including degree of influence assessments and materiality assessments. b. Notified you that there were no changes to relevant considerations that may impact our determination of the existence of current or potential affiliates involving (i) changes in the determination of the materiality of an entity to the basic financial statements as a whole, (ii) the level of influence the City has over an entity's financial reporting process or (iii) the level of control or influence the City or a potential or current affiliate has over an investee that is not trivial or clearly inconsequential, sufficiently in advance of their effective dates to enable the City and Vasquez and Company LLP to identify and eliminate potential impermissible services and relationships between Vasquez and Company LLP or its associated entities and those potential affiliates, prior to the effective dates.
c. Made you aware, to the best of our knowledge and belief, of any nonaudit services that the City or any of our affiliates has engaged Vasquez and Company LLP or any of its associated entities to perform.

28. During the course of your audit, you may have accumulated records containing data that should be reflected in our books and records. All such data have been so reflected. Accordingly, copies of such records in your possession are no longer needed by us.

Compliance Considerations
In connection with your audit conducted in accordance with Government Auditing Standards, we confirm that management:

29. Is responsible for the preparation and fair presentation of the financial statements in accordance with the applicable financial reporting framework.

Exhibit A – Management Representation Letters 32
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Vasquez and Company LLP
November 8, 2024

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30. Is responsible for compliance with the laws, regulations and provisions of contracts and grant agreements applicable to the auditee.

31. Is not aware of any instances of identified and suspected fraud and noncompliance with provisions of laws, regulations, contracts, and grant agreements that have a material effect on the financial statements.

32. Is responsible for the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

33. Acknowledges its responsibility for the design, implementation and maintenance of controls to prevent and detect fraud.

34. Has a process to track the status of audit findings and recommendations.

35. Is not aware of any investigations or legal proceedings that have been initiated with respect to the period under audit.

36. Acknowledges its responsibilities as it relates to non-audit services performed by the auditor, including that it assumes all management responsibilities; that it oversees the services by designating an individual, preferably within senior management, who possesses suitable skill, knowledge or experience; that it evaluates the adequacy and results of the services performed; and that it accepts responsibility for the results of the services.

City of Modesto
Dv<I ,uuz, �
DeAnna Christensen
Director of Finance
Joseph P. Lopez
City Manager
Exhibit A – Management Representation Letters 33
#14..
- 1242 -
I!;
0 --=vm �) CITY OF

MODESTO

CALIFORNIA
November 8, 2024
Vasquez and Company LLP
655 N Central Avenue, Suite 1550
Glendale, CA 93215
Finance Department
Accounting Division
P.O. Box 642
Modesto, California 95354
209.577.5387
[email protected]
This representation letter is provided in connection with your audit of the basic financial statements of the Transportation Development Act (TOA) Funds of the City of Modesto, California (the City), as of and for the year ended June 30, 2024, for the purpose of expressing an opinion on whether the financial statements are presented fairly, in all material respects, in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).

We confirm, to the best of our knowledge and belief, having made such inquiries as we considered necessary for the purpose of appropriately informing ourselves, that as of November 8, 2024:

Financial Statements

3. We acknowledge our responsibility for the design, implementation and maintenance of controls to prevent and detect fraud.

5. Related-party transactions have been recorded in accordance with the economic substance of the transaction and appropriately accounted for and disclosed in accordance with the requirements of U.S.

6. The financial statements properly classify all funds and activities in accordance with GASB Statement No. 54, Fund Balance Reporting and Governmental Fund Type Definitions, as amended.

Exhibit A – Management Representation Letters 34
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Vasquez and Company LLP
November 8, 2024

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8. All events subsequent to the date of the financial statements, and for which U.S. GAAP requires adjustment or disclosure, have been adjusted or disclosed.

9. The effects of all known actual or possible litigation and claims have been accounted for and disclosed in accordance with U.S. GAAP.

10. Management has followed applicable laws and regulations in adopting, approving and amending budgets.

11. In the audit engagement letter dated March 7, 2024, we requested that you draft the financial statements in connection with your audit.

15. We have no knowledge of any uncorrected misstatements in the financial statements.

Exhibit A – Management Representation Letters 35
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Vasquez and Company LLP
November 8, 2024

Page 3 ends

Information Provided

18. All transactions have been recorded in the accounting records and are reflected in the basic financial statements.

19. It is our responsibility to establish and maintain internal control over financial reporting. One of the components of an entity's system of internal control is risk assessment. We hereby represent that our risk assessment process includes the identification and assessment of risks of material misstatement due to fraud. We have shared with you our fraud risk assessment, including a description of the risks, our assessment of the magnitude and likelihood of misstatements arising from those risks, and the controls that we have designed and implemented in response to those risks.

20. We have no knowledge of allegations of fraud or suspected fraud affecting the TOA Funds' basic financial statements involving:
a. Management.
b. Employees who have significant roles in internal control. c. Others where the fraud could have a material effect on the basic financial statements.

22. We have no knowledge of noncompliance or suspected noncompliance with laws and regulations.

There are no other unasserted claims or assessments which are robable of assertion.

Exhibit A – Management Representation Letters 36
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Vasquez and Company LLP
November 8, 2024

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24. We have disclosed to you the identity of all of the related parties and all the related-party relationships and transactions of which we are aware.

26. There have been no communications from regulatory agencies concerning noncompliance with, or deficiencies in, financial reporting practices.

27. It is our responsibility to inform you of all current and potential affiliates of the City as defined by the "State and Local Government Client Affiliates" interpretation (ET sec. 1.224.020). Financial interests in, and other relationships with, affiliates of the City may create threats to independence. We have:
a. Provided you with all information we are aware of with respect to current and potential affiliates, including the degree of influence assessments and materiality assessments. b. Notified you that there are no changes to relevant considerations that may impact our determination of the existence of current or potential affiliates involving (i) changes in the determination of the materiality of an entity to the basic financial statements as a whole, (ii) the level of influence the City has over an entity's financial reporting process or (iii) the level of control or influence the City or a potential or current affiliate has over an investee that is not trivial or clearly inconsequential, sufficiently in advance of their effective dates to enable the City and Vasquez and Company LLP to identify and eliminate potential impermissible services and relationships between Vasquez and Company LLP or its associated entities and those potential affiliates, prior to the effective dates. c. Made you aware, to the best of our knowledge and belief, of any nonaudit services that the City [or any of our affiliates has engaged Vasquez and Company LLP or any of its associated entities to perform.

Compliance Considerations
In connection with your audit conducted in accordance with Government Auditing Standards, we confirm that management:

29. Is responsible for the preparation and fair presentation of the financial statements in accordance with the applicable financial reporting framework.

30. Is responsible for compliance with the laws, regulations and provisions of contracts and grant agreements applicable to the auditee.

Exhibit A – Management Representation Letters 37
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November 8, 2024

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33. Acknowledges its responsibility for the design, implementation and maintenance of controls to prevent and detect fraud.

34. Has a process to track the status of audit findings and recommendations.

35. Is not aware of any investigations or legal proceedings that have been initiated with respect to the period under audit.

In connection with your audit in accordance with Transportation Development Act (TDA) Article 3, Section 99234 and Article 8, Section 99400(a), we confirm:

37. Management is responsible for complying, and has complied, with the requirements of Transportation Development Act Article 3, Section 99234 and Article 8, Section 99400(a).

38. Management is responsible for understanding and complying with the requirements of laws, regulations, and the provisions of contracts and grant agreements related to TDA Funds.

39. Management is responsible for the design, implementation, and maintenance, and has designed, implemented and maintained, effective internal controls over compliance as it relates to the TDA Funds that provide reasonable assurance that the auditee is managing awards in compliance with related statutes, regulations, and the terms and conditions of the related award that could have a material effect on TDA Funds.

40. Management has identified and disclosed all of its government programs and related activities subject to the TDA compliance audit.

41. Management has identified and disclosed to the auditor the requirements of TDA statutes, regulations, and the terms and conditions of TDA awards that are considered to have a direct and material effect on TDA Funds.

42. Management has made available all TDA awards (including amendments, if any) and any other correspondence relevant to TDA programs and related activities that have taken place with agencies or pass-through entities.

43. Management has identified and disclosed to the auditor all amounts questioned and all known noncompliance with the direct and material compliance requirements of TDA awards or stated that there was no such noncompliance.

Exhibit A – Management Representation Letters 38
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November 8, 2024

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44. Management believes that the auditee has complied with the direct and material compliance requirements.

45. Management has made available all documentation related to compliance with the direct and material compliance requirements, including information related to TOA program financial reports and claims for advances and reimbursements.

46. Management is aware of no communications from TOA awarding agencies and pass-through entities concerning possible noncompliance with the direct and material compliance requirements, including communications received from the end of the period covered by the compliance audit to the date of the auditor's report.

47. There are no findings and related corrective actions taken for previous audits, attestation engagements, and internal or external monitoring that directly relate to the objectives of the compliance audit, including findings received and corrective actions taken from the end of the period covered by the compliance audit to the date of the auditor's report.

48. There are no subsequent events that provide additional evidence with respect to conditions that existed at the end of the reporting period that affect noncompliance during the reporting period.

49. Management has disclosed all known noncompliance with direct and material compliance requirements occurring subsequent to the period covered by the auditor's report or stated that there were no such known instances.

50. Management has disclosed whether any changes in internal control over compliance or other factors that might significantly affect the entity's system of internal control, including any corrective action taken by management with regard to significant deficiencies and material weaknesses in internal control over compliance, have occurred subsequent to the period covered by the auditor's report.

51. TOA financial reports and claims for advances and reimbursements are supported by the books and records from which the basic financial statements have been prepared.

52. The copies of TOA financial reports provided to the auditor are true copies of the reports submitted, or electronically transmitted, to the federal agency or pass-through entity, as applicable.

53. Management has charged costs to TOA awards in accordance with the applicable cost principle.

City of Modesto
V u<1 ,uu;, �
OeAnna Christensen
Director of Finance
Exhibit A – Management Representation Letters 39
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Vasquez and Company LLP
November 8, 2024

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Joseph Lopez
City Manager
Exhibit A – Management Representation Letters 40
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I!;
0 --=vm �) CITY OF

MODESTO

CALIFORNIA
November 8, 2024
Vasquez and Company LLP
655 N Central Avenue, Suite 1550
Glendale, CA 93215
Finance Department
Accounting Division
P.O. Box 642
Modesto, California 95354
209.577.5387
[email protected]
This representation letter is provided in connection with your audit of the basic financial statements of the Tuolumne River Regional Park (the Park), as of and for the year ended June 30, 2024 for the purpose of expressing an opinion on whether the financial statements are presented fairly, in all material respects, in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).

We confirm, to the best of our knowledge and belief, having made such inquiries as we considered necessary for the purpose of appropriately informing ourselves, that as of November 8, 2024:

Financial Statements

3. We acknowledge our responsibility for the design, implementation and maintenance of controls to prevent and detect fraud.

5. The methods, assumptions and data used to measure accounting estimates are as follows, and result in estimates that are appropriate for financial statement measurements and disclosure purposes and have been consistently selected and applied in making the estimates: (1) the Park's receivables are stated at the amounts collectible based on the results of the Park's evaluations, (2) the estimated useful lives of the Park's capital assets were based on management's best estimate and prevailing practices in the local government sector, and (3) related to the net present values of the future leases payments are calculated based on the estimated incremental borrowing rates and investment rate of returns for the Park. Significant judgments made in making the estimates have taken into account all relevant information of which we are aware. Appropriate specialized skills or expertise have been applied in making the estimate. The assumptions listed above properly reflect our intent and ability to carry out the specific courses of action previously communicated to you on behalf of the Park. All disclosures related to the estimates, including disclosures describing estimation uncertainty, are complete and reasonable in the context of U.S. GAAP. No subsequent events have occurred that would require • 1crrnc1,T • • • • •
Exhibit A – Management Representation Letters 41
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- 1250 -
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November 8, 2024

Page 2 ends

6. Related-party transactions have been recorded in accordance with the economic substance of the transaction and appropriately accounted for and disclosed in accordance with the requirements of U.S.

GAAP. Types of related party transactions engaged in by the Park include:
a. Those with the primary government having accountability for the Park. b. Those with joint ventures in which the Park has an interest. c. Those with jointly governed organizations in which the Park participates. d. lnterfund transactions, including interfund accounts and advances receivable and payable, sale and purchase transactions, interfund transfers, long-term loans, leasing arrangements and guarantees.

7. All funds that meet the quantitative criteria in GASB Statement No. 34; Basic Financial Statementsand Management's Discussion and Analysis-for State and Local Governments, as amended, and No. 37, Basic Financial Statements-and Management's Discussion and Analysis-for State and Local Governments: Omnibus-an amendment of GASB Statements No. 21 and No. 34, for presentation as major are identified and presented as such and all other funds that are presented as major are particularly important to financial statement users.

8. The financial statements properly classify all funds and activities in accordance with GASB Statement No. 54, Fund Balance Reporting and Governmental Fund Type Definitions, as amended.

9. The Park followed either its established accounting policy regarding which resources (that is, restricted, committed, assigned or unassigned) are considered to be spent first for expenditures for which more than one resource classification is available or followed paragraph 18 of GASB Statement No. 54 to determine the fund balance classifications for financial reporting purposes.

10. All events subsequent to the date of the financial statements, and for which U.S. GAAP requires adjustment or disclosure, have been adjusted or disclosed.

11. The effects of all known actual or possible litigation and claims have been accounted for and disclosed in accordance with U.S. GAAP.

12. Management has followed applicable laws and regulations in adopting, approving and amending budgets.

13. In the audit engagement letter dated March 7, 2024, we requested that you draft the financial statements in connection with your audit.

With respect to this service:
a. We have made all management decisions and performed all management functions; Exhibit A – Management Representation Letters 42
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November 8, 2024

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c. We evaluated the adequacy and results of the services performed, and made an informed judgment on the results of the services performed;
d. We have accepted responsibility for the results of the services; and e. We have accepted responsibility for all significant judgments and decisions that were made.

14. Risk disclosures associated with deposit and investment securities are presented in accordance with GASB requirements.

15. Provisions for uncollectible receivables have been properly identified and recorded.

16. Capital assets, including infrastructure, intangible assets, and right-of-use assets are properly capitalized, reported and, if applicable, depreciated.

17. Components of net position (net investment in capital assets, restricted, and unrestricted) and classifications of fund balance (nonspendable, restricted, committed, assigned, and unassigned) are properly classified and, if applicable, approved.

18. Revenues are appropriately classified in the statement of activities within program revenues and general revenues.

19. Expenses have been appropriately classified in or allocated to functions and programs in the statement of activities, and allocations have been made on a reasonable basis.

20. lnterfund, internal, and intra-entity activity and balances have been appropriately classified and reported.

21. The Park's policy regarding whether to first apply restricted or unrestricted resources when an expense is incurred for purposes for which both restricted and unrestricted net position is available and appropriately disclosed and that net position is properly recognized under the policy.

22. Leases have been properly identified, recorded and disclosed in accordance with GASB Statement No. 87, Leases.

23. We have no direct or indirect legal or moral obligation for any debt of any organization, public or private, or to special assessment bond holders, that is not disclosed in the financial statements.

24. We have complied with all aspects of laws, regulations and provisions of contracts and agreements that would have a material effect on the financial statements in the event of noncompliance. In connection therewith, we specifically represent that we are responsible for determining that we are not subject to the requirements of the Single Audit Act because we have not received, expended or otherwise been the beneficiary of the required amount of federal awards during the period of this audit.

Exhibit A – Management Representation Letters 43
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November 8, 2024

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25. We have reviewed GASB Statement No. 100, Accounting Changes and Error Corrections-an amendment of GASB Statement No. 62, effective for the fiscal year ending June 30, 2024, and concluded the implementation did not have a material impact on the basic financial statements.

26. We have no knowledge of any uncorrected misstatements in the financial statements.

27. We have requested an unsecured electronic copy of the auditor's reports and basic financial statements and agree that the auditor's reports and basic financial statements will not be modified in any manner.

Information Provided

28. We have provided you with:
a. Access to all information of which we are aware that is relevant to the preparation and fair presentation of the basic financial statements such as records, documentation and other matters. b. Additional information that you have requested from us for the purpose of the audit. c. Unrestricted access to persons within the City and Park from whom you determined it necessary to obtain audit evidence.
d. Minutes of the meetings of the governing board, or summaries of actions of recent meetings for which minutes have not yet been prepared.

29. All transactions have been recorded in the accounting records and are reflected in the basic financial statements.

30. It is our responsibility to establish and maintain internal control over financial reporting. One of the components of an entity's system of internal control is risk assessment. We hereby represent that our risk assessment process includes the identification and assessment of risks of material misstatement due to fraud. We have shared with you our fraud risk assessment, including a description of the risks, our assessment of the magnitude and likelihood of misstatements arising from those risks, and the controls that we have designed and implemented in response to those risks.

31. We have no knowledge of allegations of fraud or suspected fraud affecting the Park's basic financial statements involving:
a. Management.
b. Employees who have significant roles in internal control. c. Others where the fraud could have a material effect on the basic financial statements.

32. We have no knowledge of any allegations of fraud or suspected fraud affecting the Park's basic financial statements received in communications from employees, former employees, analysts, regulators, or o ers.

Exhibit A – Management Representation Letters 44
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November 8, 2024

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33. We have no knowledge of noncompliance or suspected noncompliance with laws and regulations.

34. We are not aware of any pending or threatened litigation, claims or assessments; unasserted claims or assessments that are probable of assertion and must be disclosed in accordance with GASS Codification Section CS0, Claims and Judgements; and other matters including gain or loss contingencies, whose effects should be considered when preparing the financial statements. We have not consulted legal counsel concerning litigation, claims, assessments or other matters affecting the Park.

There are no other unasserted claims or assessments which are probable of assertion.

35. We have disclosed to you the identity of all of the Park's related parties and all the related-party relationships and transactions of which we are aware.

36. We are aware of no deficiencies in internal control over financial reporting, including significant deficiencies or material weaknesses, in the design or operation of internal controls that could adversely affect the Park's ability to record, process, summarize and report financial data.

37. There have been no communications from regulatory agencies concerning noncompliance with, or deficiencies in, financial reporting practices.

38. It is our responsibility to inform you of all current and potential affiliates of the Park as defined by the "State and Local Government Client Affiliates" interpretation (ET sec. 1.224.020). Financial interests in, and other relationships with, affiliates of the Park may create threats to independence. We have:
a. Provided you with all information we are aware of with respect to current and potential affiliates, including the degree of influence assessments and materiality assessments. b. Notified you that there are no changes to relevant considerations that may impact our determination of the existence of current or potential affiliates involving (i) changes in the determination of the materiality of an entity to the Park's financial statements as a whole, (ii) the level of influence the Park has over an entity's financial reporting process or (iii) the level of control or influence the Park or a potential or current affiliate has over an investee that is not trivial or clearly inconsequential, sufficiently in advance of their effective dates to enable the Park and Vasquez and Company LLP to identify and eliminate potential impermissible services and relationships between Vasquez and Company LLP or its associated entities and those potential affiliates, prior to the effective dates. c. Made you aware, to the best of our knowledge and belief, of any nonaudit services that the Park or any of our affiliates has engaged Vasquez and Company LLP or any of its associated entities to perform.

39. During the course of your audit, you may have accumulated records containing data that should be reflected in our books and records. All such data have been so reflected. Accordingly, copies of such records in your possession are no longer needed by us.

Exhibit A – Management Representation Letters 45
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Vasquez and Company LLP
November 8, 2024

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Other Information

40. With respect to other information presented in relation to the basic financial statements as a whole:
a. We acknowledge our responsibility for the presentation of such information. b. We believe such information, including its form and content, is fairly presented in accordance with U.S. GAAP.
c. The methods of measurement or presentation have not changed from those used in the prior period.
d. When other information is not presented with the audited basic financial statements, we will make the audited basic financial statements readily available to the intended users of the other information no later than the date of issuance of the other information and the auditor's report thereon.

Compliance Considerations
In connection with your audit conducted in accordance with Government Auditing Standards, we confirm that management:

41. Is responsible for the preparation and fair presentation of the financial statements in accordance with the applicable financial reporting framework.

42. Is responsible for compliance with the laws, regulations and provisions of contracts and grant agreements applicable to the auditee.

43. Is not aware of any instances of identified and suspected fraud and noncompliance with provisions of laws, regulations, contracts, and grant agreements that have a material effect on the financial statements.

44. Is responsible for the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

45. Acknowledges its responsibility for the design, implementation and maintenance of controls to prevent and detect fraud.

46. Has a process to track the status of audit findings and recommendations.

47. Has identified for the auditor previous audits, attestation engagements and other studies related to the objectives of the audit and whether related recommendations have been implemented.

48. Is not aware of any investigations or legal proceedings that have been initiated with respect to the Exhibit A – Management Representation Letters 46
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Vasquez and Company LLP
November 8, 2024

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49. Acknowledges its responsibilities as it relates to non-audit services performed by the auditor, including that it assumes all management responsibilities; that it oversees the services by designating an individual, preferably within senior management, who possesses suitable skill, knowledge or experience; that it evaluates the adequacy and results of the services performed; and that it accepts responsibility for the results of the services.

Tuolumne River Regional Park
Du</ ,uu,, �
DeAnna Christensen
Director of Finance
Joseph P. Lopez
City Manager
Exhibit A – Management Representation Letters 47
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- 1256 -

CITY OF

MODESTO

CALIFORNIA
November 8, 2024
Vasquez and Company LLP
655 N Central Avenue, Suite 1550
Glendale, CA 93215
Finance Department
Accounting Division
P.O. Box 642
Modesto, California 95354
209.577 .5387
[email protected]
This representation letter is provided in connection with your audits of the basic financial statements of the following Community Facilities Districts (the Districts) which are component units of the City of Modesto, California, as of and for the year ended June 30, 2024 for the purpose of expressing an opinion on whether the financial statements are presented fairly, in all material respects, in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP):

1. Number 1998-2 Carver-Bangs/Pelandale-Snyder,

2. Number 2000-2 Coffee-Claratina,

3. Number 1998-1 Enterprise Business Park,

4. Number 2007-1 North Beyer Park #2,

5. Number 2016-1 Kiernan Business Park East #2,

6. Number 2007-2 Kiernan Business Park West,

7. Number 2003-1 Fairview Village,

8. Number 2016-2 The Vintage,

9. Number 2002-1 Northpointe

10. Number 1997-1 North Beyer Park,

11. Number 2004-1 Village One #2,

12. Number 1996-1 Village One

13. Number 2021-1 Woodglen
We confirm, to the best of our knowledge and belief, having made such inquiries as we considered necessary for the purpose of appropriately informing ourselves, that as of November 8, 2024:

Financial Statements

3. We acknowledge our responsibility for the design, implementation and maintenance of controls to prevent and detect fraud.

4. The financial statements of the Districts are included in the City of Modesto's Annual Comprehensive Financial report as blended component units as of and the for year ended June 30, 2024.

Exhibit A – Management Representation Letters 48
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Vasquez and Company LLP
November 8, 2024

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5. The methods, data, and significant assumptions used by us in making accounting estimates and their related disclosures are appropriate to achieve recognition, measurement, or disclosure that is reasonable in the context of U.S. GAAP, and reflect our judgment based on our knowledge and experience about past and current events, and our assumptions about conditions we expect to exist and courses of action we expect to take.

6. The methods, assumptions and data used to measure accounting estimates are as follows, and result in estimates that are appropriate for financial statement measurements and disclosure purposes and have been consistently selected and applied in making the estimate: ( 1) investments' fair market values were obtained from the fiscal agents, from the pension and OPEB trustees, investment custodian and the bond trustees and based on amortized cost and observable inputs, (2) the Districts' receivables are stated at the amounts collectible based on the results of the Districts' evaluations, (3) the estimated useful lives of the Districts' capital assets were based on management's best estimate and prevailing practices in the local government sector, and the (4) the net present values of the future leases payments are calculated based on the estimated incremental borrowing rates and investment rate of returns for the Districts. Significant judgments made in making the estimates have taken into account all relevant information of which we are aware. Appropriate specialized skills or expertise have been applied in making the estimate. The assumptions listed above properly reflect our intent and ability to carry out the specific courses of action previously communicated to you on behalf of the Districts. All disclosures related to the estimates, including disclosures describing estimation uncertainty, are complete and reasonable in the context of U.S. GAAP. No subsequent events have occurred that would require adjustment to the estimate and related disclosures included in the financial statements.

7. Related-party transactions have been recorded in accordance with the economic substance of the transaction and appropriately accounted for and disclosed in accordance with the requirements of U.S.

GAAP. Types of related party transactions engaged in by the Districts include:
a. Those with the primary government having accountability for the Districts. b. lnterfund transactions, including interfund accounts and advances receivable and payable, sale and purchase transactions, interfund transfers, long-term loans, leasing arrangements and guarantees.

8. All funds that meet the quantitative criteria in GASB Statement No. 34; Basic Financial Statementsand Management's Discussion and Analysis-for State and Local Governments, as amended, and No. 37, Basic Financial Statements-and Management's Discussion and Analysis-for State and Local Governments: Omnibus-an amendment of GASB Statements No. 21 and No. 34, for presentation as major are identified and presented as such and all other funds that are presented as major are particularly important to financial statement users.

9. The financial statements properly classify all funds and activities in accordance with GASB Statement No. 54, Fund Balance Reporting and Governmental Fund Type Definitions, as amended.

10. The Districts followed either their established accounting policy regarding which resources (that is, restricted, committed, assigned or unassigned) are considered to be spent first for expenditures for Exhibit A – Management Representation Letters 49
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which more than one resource classification is available or followed paragraph 18 of GASB Statement No. 54 to determine the fund balance classifications for financial reporting purposes.

11. All events subsequent to the date of the financial statements, and for which U.S. GAAP requires adjustment or disclosure, have been adjusted or disclosed.

12. The effects of all known actual or possible litigation and claims have been accounted for and disclosed in accordance with U.S. GAAP.

13. Management has followed applicable laws and regulations in adopting, approving and amending budgets.

14. In the audit engagement letter dated March 7, 2024, we requested that you draft the financial statements in connection with your audit.

15. Risk disclosures associated with deposit and investment securities are presented in accordance with GASB requirements.

16. Provisions for uncollectible receivables have been properly identified and recorded.

17. Capital assets, including infrastructure, intangible assets, and right-of-use assets are properly capitalized, reported and, if applicable, depreciated.

18. The government properly separated information in debt disclosures related to direct borrowings and direct placements of debt from other debt and disclosed any unused lines of credit, collateral pledged to secure debt, terms in the debt agreements related to significant default or termination events with finance-related consequences and significant subjective acceleration clauses in accordance with GASB Statement No. 88, Certain Disclosures Related to Debt, including Direct Borrowings and Direct Placements.

19. Components of net position (net investment in capital assets, restricted, and unrestricted) and classifications of fund balance (nonspendable, restricted, committed, assigned, and unassigned) are properly classified and, if applicable, approved.

Exhibit A – Management Representation Letters 50
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Vasquez and Company LLP
November 8, 2024
Page4

20. Revenues are appropriately classified in the Statements of Activities within program revenues and general revenues.

21. Expenses have been appropriately classified in or allocated to functions and programs in the Statements of Activities, and allocations have been made on a reasonable basis.

22. lnterfund, internal, and intra-entity activity and balances have been appropriately classified and reported.

23. The Districts' policies regarding whether to first apply restricted or unrestricted resources when an expense is incurred for purposes for which both restricted and unrestricted net position is available and appropriately disclosed and that net position is properly recognized under the policies.

24. Leases have been properly identified, recorded and disclosed in accordance with GASB Statement No. 87, Leases.

25. We have no direct or indirect legal or moral obligation for any debt of any organization, public or private, or to special assessment bondholders, that is not disclosed in the financial statements.

26. We have complied with all aspects of laws, regulations and provisions of contracts and agreements that would have a material effect on the financial statements in the event of noncompliance. In connection therewith, we specifically represent that we are responsible for determining that we are not subject to the requirements of the Single Audit Act because we have not received, expended or otherwise been the beneficiary of the required amount of federal awards during the period of this audit.

27. We have reviewed GASB Statement No. 100, Accounting Changes and Error Corrections-an amendment of GASB Statement No. 62, effective for the fiscal year ending June 30, 2024, and we believe that the implementation is appropriate.

28. We have no knowledge of any uncorrected misstatements in the financial statements.

29. We have requested an unsecured electronic copy of the auditor's reports and basic financial statements and agree that the auditor's reports and basic financial statements will not be modified in any manner.

Information Provided

30. We have provided you with:
a. Access to all information of which we are aware that is relevant to the preparation and fair presentation of the basic financial statements such as records, documentation and other matters. b. Additional information that you have requested from us for the purpose of the audits. c. Unrestricted access to persons within the City of Modesto or Districts from whom you determined it necessary to obtain audit evidence.

Exhibit A – Management Representation Letters 51
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d. Minutes of the meetings of the governing council, or summaries of actions of recent meetings for which minutes have not yet been prepared.

31. All transactions have been recorded in the accounting records and are reflected in the basic financial statements.

32. It is our responsibility to establish and maintain internal control over financial reporting. One of the components of an entity's system of internal control is risk assessment. We hereby represent that our risk assessment process includes the identification and assessment of risks of material misstatement due to fraud. We have shared with you our fraud risk assessment, including a description of the risks, our assessment of the magnitude and likelihood of misstatements arising from those risks, and the controls that we have designed and implemented in response to those risks.

33. We have no knowledge of allegations of fraud or suspected fraud affecting the Districts' basic financial statements involving:
a. Management.
b. Employees who have significant roles in internal control. c. Others where the fraud could have a material effect on the basic financial statements.

34. We have no knowledge of any allegations of fraud or suspected fraud affecting Districts' basic financial statements received in communications from employees, former employees, analysts, regulators, or others.

35. We have no knowledge of noncompliance or suspected noncompliance with laws and regulations.

36. We are not aware of any pending or threatened litigation, claims or assessments; unasserted claims or assessments that are probable of assertion and must be disclosed in accordance with GASB Codification Section C50, Claims and Judgements; and other matters including gain or loss contingencies, whose effects should be considered when preparing the financial statements. We have not consulted legal counsel concerning litigation, claims, assessments or other matters affecting the Park.

There are no other unasserted claims or assessments which are probable of assertion.

37. We have disclosed to you the identity of all of the Districts' related parties and all the related-party relationships and transactions of which we are aware.

38. We are aware of no deficiencies in internal control over financial reporting, including significant deficiencies or material weaknesses, in the design or operation of internal controls that could adversely affect the Districts' abilities to record, process, summarize and report financial data.

39. There have been no communications from regulatory agencies concerning noncompliance with, or deficiencies in, financial reporting practices.

Exhibit A – Management Representation Letters 52
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November 8, 2024

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40. It is our responsibility to inform you of all current and potential affiliates of Districts as defined by the "State and Local Government Client Affiliates" interpretation (ET sec. 1.224.020). Financial interests in, and other relationships with, affiliates of the Districts may create threats to independence. We have:
a. Provided you with all information we are aware of with respect to current and potential affiliates, including the degree of influence assessments and materiality assessments. b. Notified you that there are changes to relevant considerations that may impact our determination of the existence of current or potential affiliates involving (i) changes in the determination of the materiality of an entity to the Districts' financial statements as a whole, (ii) the level of influences Districts have over an entity's financial reporting process or (iii) the level of controls or influences the Districts or a potential or current affiliate has over an investee that is not trivial or clearly inconsequential, sufficiently in advance of their effective dates to enable the Districts and Vasquez and Company LLP to identify and eliminate potential impermissible services and relationships between Vasquez and Company LLP or its associated entities and those potential affiliates, prior to the effective dates.
c. Made you aware, to the best of our knowledge and belief, of any nonaudit services that Districts or any of our affiliates has engaged Vasquez and Company LLP or any of its associated entities to perform.

41. During the course of your audits, you may have accumulated records containing data that should be reflected in our books and records. All such data have been so reflected. Accordingly, copies of such records in your possession are no longer needed by us.

Compliance Considerations
In connection with your audit conducted in accordance with Government Auditing Standards, we confirm that management:

42. Is responsible for the preparation and fair presentation of the financial statements in accordance with the applicable financial reporting framework.

43. Is responsible for compliance with the laws, regulations and provisions of contracts and grant agreements applicable to the auditee.

44. Is not aware of any instances of identified and suspected fraud and noncompliance with provisions of laws, regulations, contracts, and grant agreements that have a material effect on the financial statements.

45. Is responsible for the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

46. Acknowledges its responsibility for the design, implementation and maintenance of controls to prevent and detect fraud.

Exhibit A – Management Representation Letters 53
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November 8, 2024

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47. Has a process to track the status of audit findings and recommendations.

48. Is not aware of any investigations or legal proceedings that have been initiated with respect to the period under audit.

City of Modesto
Du<! ,uuz, �
DeAnna Christensen
Director of Finance
Joseph Lopez
City Manager
Exhibit A – Management Representation Letters 54
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www.vasquez.cpa
655 N Central Avenue, Suite 1550 • Glendale, California 91203-1437 • +1.213.873.1700 #14..
- 1264 -

CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

February 25, 2025
Date: January 28, 2025
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: DeAnna Christensen, Director of Finance
SUBJECT: Bus and Fleet Motor Parts Agreements
CONTACT: Dianne Love, Purchasing Manager, [email protected], 209-571-5164
DESCRIPTION:

Consider approving 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. (Funding Source: Fleet Fund and Stanislaus Regional Transit Authority) 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:

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 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. #15..
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City Council, February 25, 2025
Bus and Fleet Motor Parts Agreements

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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 manufacturers 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.

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 #15..
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City Council, February 25, 2025
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increases and on-going 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
COMMITTEE RECOMMENDATION:

This item was presented at the January 27, 2025, Finance Committee, and the Committee approved to moving the item forward to Council for approval.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving 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 authorizing the City Manager or his designee to execute the Agreement.

Resolution approving the Purchasing Agreements for the purchase of parts and repair services with Municipal Maintenance Equipment, Sacramento, CA for a two-year Agreement with three (3) 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 authorizing the City Manager or his designee to execute the Agreements.

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

1. Resolutions (2)

2. Agreement #285335 Gillig Parts - FINAL

3. Exhibit B - Sole Source Letter - Gillig Modesto

4. Exhibit C - Gillig LLC

5. MME Parts Agreement #281699 - Final

6. Exhibit B - Sole Source Letter – Parts
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Bus and Fleet Motor Parts Agreements

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7. Exhibit C - Price Schedule – Parts

8. MME Services Agreement #281700 – FINAL

9. Exhibit B - Sole Source Letter – Service

10. Exhibit C - Price Schedule - Schedule
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02/25/2025/FIN/DLove/Item X 1 2025-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2025-

RESOLUTION APPROVING 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 AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO

EXECUTE THE AGREEMENT
WHEREAS, 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 and of these vehicles, 61 are Gillig transit buses that are funded through the Stanislaus Regional Transit Authority; and
WHEREAS, each vehicle or piece of equipment has countless parts to support the unit to function safely and efficiently and 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; and
WHEREAS, down time for any piece of equipment means that a crew or individual cannot perform their job duties and can adversely impact operations; and WHEREAS, 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 and three amendments were approved under the City Manager authority to extend the termination date with the current termination date scheduled for February 28, 2025; and
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02/25/2025/FIN/DLove/Item X 2 2025-XX
WHEREAS, with the City’s current fleet of Gillig Transit Buses the required parts to manage the repair and maintenance of the fleet must be purchased through the original equipment manufacturer; and
WHEREAS, establishing agreements with these vendors ensures dependable and consistent services and parts warranty compliance for these critical vehicles for the Modesto community; and
WHEREAS, Gillig is a major United States manufacturer of purpose-built buses located in California; and
WHEREAS, Gillig Transit buses are specifically designed, tested and manufactured to suit the severe duty cycles of Transit operations for Stanislaus Regional Transit Authority and 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); and WHEREAS, 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; and WHEREAS, Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment, or contractual services to 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; and WHEREAS, Gillig is the sole manufacturer for the parts needed for these critical operational vehicles and staff recommends the purchase of Bus Motor Parts of these Agreements with Gillig should be exempt from the formal bidding procedures in #15..
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02/25/2025/FIN/DLove/Item X 3 2025-XX
accordance with Modesto Municipal Code 8-3.204(b) since Gillig is the Sole Manufacturers for these parts.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves 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.

BE IT FURTHER RESOLVED, that the City Manager, or his designee, to execute the Agreement, in a form approved by the City Attorney. #15..
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02/25/2025/FIN/DLove/Item X 4 2025-XX
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 25th day of February, 2025, by Councilmember _______, who moved its adoption, which motion being duly seconded by Councilmember _________, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST: _____________________________

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

BY: ________________________________
JOSE M. SANCHEZ, City Attorney
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02/25/2025/FIN/DLove/Item X 1 2025-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2025-

RESOLUTION APPROVING THE PURCHASING AGREEMENTS FOR THE

PURCHASE OF PARTS AND REPAIR SERVICES WITH MUNICIPAL

MAINTENANCE EQUIPMENT, SACRAMENTO, CA, FOR A TWO-YEAR
AGREEMENT WITH THREE (3) 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

AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE

THE AGREEMENTS
WHEREAS, 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 and of these vehicles, 21 vehicles procured through Municipal Maintenance Equipment (MME) primarily utilized by the Utilities Department for VacCons, street sweepers, and heavy vehicle lifts; and
WHEREAS, each vehicle or piece of equipment has countless parts to support the unit to function safely and efficiently and 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; and
WHEREAS, down time for any piece of equipment means that a crew or individual cannot perform their job duties and can adversely impact operations; and WHEREAS, 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; and
WHEREAS, 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 #15..
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02/25/2025/FIN/DLove/Item X 2 2025-XX
year end and the parts and/or services have been needed on a case-by-case basis throughout the year for these Fleet vehicles; and
WHEREAS, individual quotes were obtained annually to ensure the services were provided to ensure these vehicles are available to serve the community; and WHEREAS, with the City’s current fleet of MME vehicles and equipment the required parts to manage the repair and maintenance of the fleet must be purchased through the original equipment manufacturer; and
WHEREAS, establishing agreements with these vendors ensures dependable and consistent services and parts warranty compliance for these critical vehicles for the Modesto community; and
WHEREAS, MME is the local authorized distributor for VacCon purchases, service and parts; and
WHEREAS, they are also a major parts distributor for specialized vehicles used by the Utility and Public Works departments and the repairs are certified through MME and therefore maintain warranties, as well as provide repair parts and materials for operational needs for the City; and
WHEREAS, Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment, or contractual services to 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; and WHEREAS, MME is the sole manufacturer for the parts needed for these critical operational vehicles and staff recommends the purchase of Fleet Parts of these #15..
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02/25/2025/FIN/DLove/Item X 3 2025-XX
Agreements with MME should be exempt from the formal bidding procedures in accordance with Modesto Municipal Code 8-3.204(b) since MME is the Sole Manufacturers for these parts.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the Purchasing Agreements for the purchase of parts and repair services with Municipal Maintenance Equipment, Sacramento, CA for a two-year Agreement with three (3) 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.

BE IT FURTHER RESOLVED, that the City Manager, or his designee, to execute the Agreements, in a form approved by the City Attorney. #15..
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02/25/2025/FIN/DLove/Item X 4 2025-XX
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 25th day of February, 2025, by Councilmember _______, who moved its adoption, which motion being duly seconded by Councilmember _________, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST: _____________________________

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

BY: ________________________________
JOSE M. SANCHEZ, City Attorney
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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 #15..
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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. #15..
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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.

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.

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:

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, #15..
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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.

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.

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.

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:

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.

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. #15..
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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 ________________, 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 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. #15..
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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 #15..
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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. #15..
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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 #15..
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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 #15..
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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. #15..
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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, #15..
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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.
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14 28. ASSIGNMENT:

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

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. #15..
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15 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.

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. #15..
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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

COUNCIL AGENDA REPORT
DATE OF MEETING:

February 25, 2025
Date: January 28, 2025
TO: Mayor and City Council
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 approving the First Amendment with Neil Sullivan LLC, Concord, California for Executive Team and Management Engagement Services increasing the Agreement amount to $50,000. (Funding Source: Various Funds)
STRATEGIC PLAN ELEMENT:

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.
 Address the effectiveness of the team’s meetings and their contributions to the overall success of the group.
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City Council, February 25, 2025
First Amendment for The Table Group Agreement

Page 2 of 3 ends

 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 extensive turnover. 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 level of management under the Executive Team to broaden the #16..
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City Council, February 25, 2025
First Amendment for The Table Group Agreement

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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
COMMITTEE RECOMMENDATION:

This item was presented at the January 27, 2025, Finance Committee, and the Committee approved forwarding this item to Council for approval.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving 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 authorizing the City Manager or his designee to execute the Amendment.

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

1. Resolution

2. First Amendment

3. Revised Exhibit B

4. Original Agreement
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02/25/2025/FIN/DLove/Item X 1 2025-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2025-

RESOLUTION APPROVING 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 AUTHORIZING

THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE THE AMENDMENT WHEREAS, 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; and WHEREAS, the Lencioni content consists of principles derived from the works of Patrick Lencioni focused on organization health, leadership, and teamwork; and WHEREAS, 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; and
WHEREAS, 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; and WHEREAS, 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; and
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02/25/2025/FIN/DLove/Item X 2 2025-XX
WHEREAS, 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; and WHEREAS, 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; and WHEREAS, 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; and WHEREAS, Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid; 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; and
WHEREAS, this amendment is continuing with the existing services but expanding the workshops to the next level of management under the Executive Team to broaden the framework and tools through the Lencioni principles across the management level of the organization.
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02/25/2025/FIN/DLove/Item X 3 2025-XX
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves 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.

BE IT FURTHER RESOLVED, that the City Manager, or his designee, to execute the Amendment, in a form approved by the City Attorney. #16..
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02/25/2025/FIN/DLove/Item X 4 2025-XX
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 25th day of February, 2025, by Councilmember _______, who moved its adoption, which motion being duly seconded by Councilmember _________, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST: _____________________________

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

BY: ________________________________
JOSE M. SANCHEZ, City Attorney
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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:

Consultant agrees to accept a sum not to exceed $200,000 over a three-year period as full #16..
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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. 2025-_______, 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. #16..
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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.

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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.

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 #16..
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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 #16..
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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.

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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 #16..
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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 #16..
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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 #16..
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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%.

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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 #16..
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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 #16..
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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 #16..
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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 #16..
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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 #16..
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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 #16..
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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
#16..
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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
DocuSign Envelope ID: 843266A9-EEB6-4F33-8A9F-87FD3330B5AA #16..
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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 #16..
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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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• 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.

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.

Billing | Balance of Engagement Fee and remaining expenses for Offsites will be invoiced as delivered unless otherwise specified. . All rates quoted in $US.

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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:

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

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 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

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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

COUNCIL AGENDA REPORT
DATE OF MEETING:

February 25, 2025
Date: February 5, 2025
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Christina Alger, Director of Human Resources
SUBJECT: Temporary Staffing Services
CONTACT: Christina Alger, Director of Human Resources
[email protected], 209-571-5126
DESCRIPTION:

Consider approving 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. (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 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. #17..
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City Council Agenda Report, February 25, 2025
Temporary Staffing Services

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On December 10, 2019, the City 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 were 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.

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). 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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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
COMMITTEE RECOMMENDATION:

This item was presented to the Finance Committee on January 27, 2025, and the Committee recommended forwarding the item to Council for approval.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving the Agreements for the furnishing of Temporary Staffing Services with Bolt Staffing Service, Inc., Stockton, CA, for a two-year agreement with three one-year extension options, for an annual combined estimated amount of $519,268 and a total combined amount not to exceed $2,596,341 over five years and authorizing the City Manager or his designee to execute the Agreements.

Christina Alger, Director of Human Resources
Joseph P. Lopez, City Manager
Attachments:
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City Council Agenda Report, February 25, 2025
Temporary Staffing Services

Page 4 of 4 ends

1. Resolution Temporary Staffing Services

2. Bolt Staffing Service, Inc. Agreement

3. Tryfacta, Inc. Agreement

4. RFP Temporary Services Scoring Abstract

5. Exhibit A RFP Bolt Staffing Service, Inc.

6. Exhibit B Rate Sheet Bolt Staffing Service, Inc

7. Exhibit A RFP Tryfacta, Inc.

8. Exhibit B Rate Sheet Tryfacta, Inc.
#17..
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02/25/2025/HR/Calger/Item 1 2025-

MODESTO CITY COUNCIL
RESOLUTION NO. 2025-

RESOLUTION APPROVING THE AGREEMENTS FOR THE FURNISHING OF

TEMPORARY STAFFING SERVICES WITH BOLT STAFFING SERVICE, INC., STOCKTON, CA, FOR A TWO-YEAR AGREEMENT WITH THREE

ONE-YEAR EXTENSION OPTIONS, FOR AN ANNUAL COMBINED
ESTIMATED AMOUNT OF $519,268 AND A TOTAL COMBINED AMOUNT NOT TO EXCEED $2,596,341 OVER FIVE YEARS AND AUTHORIZING THE

CITY MANAGER OR HIS DESIGNEE TO EXECUTE THE AGREEMENTS
WHEREAS, the City recognizes temporary employees are utilized to fill vacancies created through retirements, resignations, terminations, and are used on a seasonal basis during periods of high demand and to handle workload fluctuations, and WHEREAS, the City has maintained agreements with temporary staffing agencies to enable City departments to supplement staff for projects and work overflow, and
WHEREAS, 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 July 2, 2024, proposals of the forty-five respondents were formally opened, and WHEREAS, 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.
#17..
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02/25/2025/HR/Calger/Item 2 2025-
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves 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, for a total combined amount not to exceed $2,596,341 over five years.

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

BE IT FURTHER RESOLVED the Director of Finance, or her designee is authorized to adjust agreement totals between vendors based on contractor’s availability and department’s needs, ensuring the combined total amount does not change.

The foregoing resolution was introduced at a regular meeting of the Council of #17..
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02/25/2025/HR/Calger/Item 3 2025-
the City of Modesto held on the 25th Day of February 2025, by Councilmember XXX, who moved its adoption, which motion being duly seconded by Councilmember XXX, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers: XXX
NOES: Councilmembers: XXX
ABSENT: Councilmembers: XXX
ATTEST: _____________________________

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

BY: ________________________________
JOSE M. SANCHEZ, City Attorney
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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: March 1, 2025 through February 28, 2026
Year 2: March 1, 2026 through February 28, 2027
Year 3: March 1, 2027 through February 29, 2028
Year 4: March 1, 2028 through February 28, 2029
Year 5: March 1, 2029 through February 28, 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 ONE MILLION, FIVE HUNDRED FIFTY-SEVEN THOUSAND, EIGHT HUNDRED FIVE DOLLARS ($1,557,805) 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 #17..
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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, #17..
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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 #17..
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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: Bolt Staffing Services, Inc
Address: 955 Broadway, Sonoma CA 95476
Attention: Calvin Sanders
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 #17..
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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. #17..
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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.

20. WAIVER.

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 25th day of February 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 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 Tryfacta, Inc., a California corporation, hereinafter referred to as "CONSULTANT".

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: March 1, 2025 through February 28, 2026
Year 2: March 1, 2026 through February 28, 2027
Year 3: March 1, 2027 through February 29, 2028
Year 4: March 1, 2028 through February 28, 2029
Year 5: March 1, 2029 through February 28, 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.

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 ONE MILLION, THIRTY-EIGHT THOUSAND, FIVE HUNDERED THIRTY-FIVE DOLLARS ($1,038,353) 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.

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 #17..
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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.

7. CONFLICT OF INTEREST.

8. AMENDMENTS.

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, #17..
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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.

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 #17..
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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.

11. PATENT/COPYRIGHT MATERIALS.

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.

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.

14. TERMINATION OF AGREEMENT.

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 #17..
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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.

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. #17..
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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.

16. DISPUTE RESOLUTION.

17. ATTORNEY’S FEES.

18. ENTIRE AGREEMENT.

19. PARTIAL INVALIDITY.

20. WAIVER.

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.

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 25th day of February, 2025, and Tryfacta Staffing, Inc. has caused this AGREEMENT to be duly executed as of the Effective Date.
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Exhibit C:

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

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

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

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

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

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

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

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

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 #17..
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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
! $-f 1%
fS,ei:vicc
/Service
/Service
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/S,ervice
)
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REQUEST FOR PROPOSALS# 2324�72
Temporary Stnfling Se:nrices
PROPOSAL FOR.VI C • PRJCING SCHEDULE
All lnbot, maieriais, equip:min\l, tools, fuel, licor,$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.

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:

I
! $-f 1%
fS,ei:vicc
/Service
/Service
/Se1·vice
/Sei'vice
/Service
/Scrvi;;e
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/Service
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/S,ervice
)
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

February 25, 2025
Date: February 4, 2025
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Brandon Gillespie, Chief of Police
DeAnna Christensen, Director of Finance
SUBJECT: Opioids Settlement Fund and Spending Plan
CONTACT: Chris Adams, Captain, [email protected], 209-572-9500 DeAnna Christensen, Director of Finance, [email protected], 209-577-5387
DESCRIPTION:

Consider approving establishing the creation of a new fund to track the Opioids Settlement Proceeds and Opioids Spending Plan as defined by the State of California Department of Health Care Services (DHCS). (Funding Source: Settlement Proceeds) STRATEGIC PLAN ELEMENT:

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

BACKGROUND:

Over the last few years, the City Council authorized joining settlement agreements related to national opioid litigation, specifically two nationwide Settlements Agreements1 (Settlements), to resolve opioid litigation against the three largest pharmaceutical distributors, McKesson, Cardinal Health and Amerisource Bergen (Distributors), and one manufacturer, Janssen Pharmaceuticals, Inc. and its parent company Johnson & Johnson (collectively, Janssen). The State of California (CA) has joined both Settlements and expects to receive up to 9.92% of the national settlement funds.

The California State-Subdivision Agreements2 provide the framework for how funds from the Settlements may be distributed, allocated, and spent in California. The amount that California receives will depend on how many states and eligible cities and counties join the Settlements.

California may receive up to $1.8 billion from the Distributors Settlement to be paid over 18 years and $423 million from the Janssen Settlement to be paid over 9 years. The funds are 1 Distributors Settlement Agreement and Janssen Settlement Agreement - https://oag.ca.gov/opioids 2 California State Subdivision Agreement – Distributors and Janssen - https://oag.ca.gov/opioids #18..
- 1546 -
City Council, February 25, 2025
Opioids Settlement Fund and Spending Plan

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Modesto City CouncilFebruary 25, 2025

Modesto City Council
February 25, 2025