Agenda packet — Finance Committee, March 24, 2025 (part 1 of 3)

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www.modestogov.com
AGENDA
City of Modesto

FINANCE COMMITTEE

COUNCIL WORKSHOP
2001-40 Del Puerto Room
Tenth Street Place, 1010 10th Street
Modesto, California
Monday, March 24, 2025 at 4:00 PM
Roll Call: Rosa Escutia-Braaton, Chair
David Wright, Vice-Chair
Nick Bavaro, Member
Alternates: Eric Alvarez, Jeremiah Williams, Chris Ricci, Sue Zwahlen Council has not delegated directive or final approval authority to the Committees.

Committee actions are recommendations to the full City Council, not final decisions on an issue. * Public Comment will only be in-person. Members of the public who wish to address the Committee, by providing public comment, during the meeting must do so in-person in the 2001-40 Del Puerto Room. As an alternative, members of the public may also provide written public comment submitted via email as indicated in the Submitting Comments by Email instructions on this agenda. Zoom will still be available for viewing and Wordly translation. *Members of the public will be allowed to provide public comment through Zoom if a Committee Member is participating remotely pursuant to the provisions of Assembly Bill 2449. *Effective March 1, 2023, if a technical issue arises with Zoom or the phone dial-in option, the Committee meeting will continue unless the meeting is being held pursuant to the provisions of Assembly Bill 2449. Alternative viewing options are listed below, and the meeting is physically open to the public.
“Wordly” can translate into 25+ different languages! To access written translation during the meeting, please scan the QR Code or click this link https://attend.wordly.ai/join/RJDY-6364.
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"Wordly" puede traducir a más de 25 idiomas diferentes! Para acceder a la traducción durante la reunión, por favor escanee el código QR o haga clic en el enlace https://attend.wordly.ai/join/RJDY-6364.

You may observe a livestream of the meeting at http://media.modestogov.com. You may also view or listen to the meeting as indicated below.

THE MEETING CAN BE VIEWED BY ZOOM VIDEO

CONFERENCING OR TELEPHONE
Joining the Committee meeting via Zoom
The City of Modesto is now offering the ability to view Committee meetings via telephonic conferencing via “Zoom” video conferencing computer technology. The meeting may be accessed through the use of Zoom using the following options:
 Enter the following link into an Internet Browser
https://us02web.zoom.us/j/95895497651
 Enter the following link into an Internet Browser https://zoom.us/ and using the Webinar ID: 958 9549 7651
 Passcode: 84326
To use Zoom, please visit: https://zoom.us/ and either sign-up for a free Zoom account or continue as a guest. Once you have downloaded the app onto your mobile device, joined from your web browser, or downloaded the Zoom software on your computer you will be ready for the upcoming Committee meeting.

Joining the Committee meeting via Telephone
If you don’t have a smart phone or computer to access the meeting via Zoom, you can listen by phone, by calling 1-877-853-5257 (Toll Free) or 1-888-475-4499 (Toll Free) and enter the Webinar ID: 958 9549 7651 Passcode 84326

PUBLIC COMMENTS IN PERSON
Three-minute time limit per speaker.

Only interested persons in the audience may present these matters. Under State law, Committee Members may respond to matters being presented under this item only as follows:
a. Briefly respond to statements made or questions raised. b. Ask a question for clarification.
c. Provide a reference to staff or other resources for factual information. d. Request staff to report back at a subsequent meeting. e. Finally, a Committee Member or the Committee itself may take action to direct staff to place a matter of business on a future agenda.

SUBMITTING COMMENTS BY E-MAIL
Written comments may be submitted via email to: [email protected] - 2 -
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(include Agenda Item Number in the subject line). All comments will be shared with the Committee Members and placed in the record but will not be read aloud during the meeting.

Written comments must be received two hours before the meeting.

This Agenda is on file in the City Clerk’s Office, Sixth Floor, 10th Street Place, Posting Board at entry of 10th Street Place, and is available on the City’s Web site at www.modestogov.com.

Materials related to an item on this Agenda submitted to the Council after distribution of the agenda packet are available for public inspection in the Clerk’s office during normal business hours. Such documents are also available online, subject to staff’s ability to post the documents before the meeting, at the following website www.modestogov.com/councilmeetings In accordance with the requirements of Title II of the Americans with Disabilities Act (“ADA”) of 1990, the Fair Employment & Housing Act (“FEHA”), the Rehabilitation Act of 1973 (as amended), Government Code section 11135 and other applicable codes, the City of Modesto (“City”) will not discriminate against individuals on the basis of disability in the City’s services, programs, or activities. For more information, please visit the City of Modesto website at https://www.modestogov.com/865/Americans-with-Disabilities-Act-ADA In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk (209) 577-5396. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting
Any and all of the following agenda items are subject to action by the Modesto City Council.

CONSENT ITEMS – ROLL CALL VOTE REQUIRED:

Information concerning the consent items listed below has been forwarded to each Committee Member prior to this meeting for study. Unless some member of the audience or Committee Member has a question concerning an item and asks that it be withdrawn from the consent list, the Committee approves the items at one time. The action taken by the Committee in approving consent items is set forth in the explanation of this individual item.

CONSENT
An item may be removed from consent and discussed at the request of an audience member or Committee Member.

Consent

1. Consider the recommended budget adjustments to Fiscal Year 2024-25 Annual Operating and Capital Improvement Program Budgets; and forwarding to Council for approval. (Funding Source: Various Funds)
 Motion recommending the budget adjustments to 2024-25 Annual Operating and Capital Improvement Program Budgets; and forwarding to Council for approval.

BUDGET; Steve Christensen, 209-577-5390, [email protected] - 3 -
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Consent

2. Consider the Grant Applications, Grant Awards and amending the annual budgets for all Waste Tire Amnesty Grants to California Department of Resources and Recovery; and forwarding to Council for approval. (Funding Source: Not Applicable)  Motion recommending the Grant Applications, Grant Awards and amending the annual budgets for all Waste Tire Amnesty Grants to California Department of Resources and Recovery; and forwarding to Council for approval.

PUBLIC WORKS; Rosene Nguyen, 209-577-5453, [email protected] Consent

3. Consider the Grant Applications, Grant Awards and amending the annual budgets for all Waste Tire Cleanup Grants to California Department of Resources and Recovery; and forwarding to Council for approval. (Funding Source: Not Applicable)  Motion recommending the Grant Applications, Grant Awards and amending the annual budgets for all Waste Tire Cleanup Grants to California Department of Resources and Recovery; and forwarding to Council for approval.

PUBLIC WORKS; Rosene Nguyen, 209-577-5453, [email protected] Consent

4. Consider the Grant Applications, Grant Awards and amending the annual budgets for all Waste Tire Enforcement Grants to California Department of Resources and Recovery; and forwarding to Council for approval. (Funding Source: Not Applicable)  Motion recommending the Grant Applications, Grant Awards and amending the annual budgets for all Waste Tire Enforcement Grants to California Department of Resources and Recovery; and forwarding to Council for approval.

PUBLIC WORKS; Rosene Nguyen, 209-577-5453, [email protected] Consent

5. Consider the increase of Purchase Order #229342 with PB Loader, Fresno, CA by $14,728 for two dump trucks and forwarding to Council for approval. (Funding Source: Fleet Replacement Fund)
 Motion recommending the increase of a Purchase Order #229342 with PB Loader, Fresno, CA for two dump trucks by $14,728 for a revised total amount not to exceed $307,655 and forwarding to Council for approval.

PUBLIC WORKS; Patrick Crowley, 209-342-2274, [email protected] Consent

6. Consider the First Amendment to the Purchasing Agreements for the purchase of equipment and vehicle parts and services with CenCal Auto and Truck Parts, Modesto, CA and Rush Truck Center, Ceres, CA for an annual combined estimated cost increase of $340,000 for a total amount not to exceed $2,867,550 over a 5-year period and forwarding to Council for approval. (Funding Source: Fleet Management Fund)  Motion recommending the First Amendments for the Agreements with CenCal Auto and Truck Parts, Modesto, CA and Rush Truck Centers, Ceres, CA for the purchase of Equipment and Vehicle Parts and Services for the Agreements for - 4 -
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an annual estimated cost increase of $340,000 from $200,000 to $540,000 and total revised not to exceed a total amount of $2,867,550 and forwarding to Council for approval.

PUBLIC WORKS; Patrick Crowley, 209-342-2274, [email protected] Consent

7. Consider the First Amendment with Champion Industrial Contractors, Inc. Modesto, CA for On-Call Mechanical and Refrigeration Services, increasing the Agreement amount by $420,000 to a new total of $1,210,505 and forwarding to Council for approval. (Funding Source: General Fund, Utility Funds, and Building Maintenance Fund)
 Motion recommending the First Amendment with Champion Industrial Contractors, Inc. Modesto, CA for the On-Call Mechanical and Refrigeration Services, increasing the Agreement amount by $420,000 to a new total amount of $1,210,505 over five years; and forwarding to Council for approval.

PUBLIC WORKS; Gabe DaSilva, 209-342-2281, [email protected] Consent

8. Consider an update to the City of Modesto Sewer System Management Plan and forwarding to Council for approval. (Funding Source: Sewer Operations Fund)  Motion recommending the updates to the City of Modesto Sewer System Management Plan; and forwarding to Council for approval.

UTILITIES; Jeff Daniels, 209-577-6255, [email protected]

NEW BUSINESS

9. Consider the informational Fiscal Year 2024-25 General Fund Mid-Year Update Report and recommended adjustments to the major General Fund revenues and expenditures and forwarding to Council for acceptance and approval. (Funding Source:

General Fund)
 Motion accepting the informational Fiscal Year 2024-25 General Fund MidYear Update Report and recommended adjustments to the major General Fund revenues and expenditures and forwarding to Council for acceptance and approval.

BUDGET; Steve Christensen, 209-577-5390, [email protected]

10. Consider the 2025-2026 State and Federal Legislative Priorities and forwarding to Council for approval. (Funding Source: Not Applicable)
 Motion recommending the 2025-2026 State and Federal Legislative Priorities and forwarding to Council for approval.

CITY MANAGER; Sonya Severo, 209-571-5809, [email protected]

11. Consider Agreements for the furnishing of Citywide Fuel-Card Lock services with Stan Boyett & Son, Inc. dba Boyett Petroleum, Modesto, CA; and Hunt & Sons, Inc., Ceres, CA for a total amount between all Agreements combined not to exceed $23,198,063 - 5 -
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over five years and forwarding to Council for approval. (Funding Source: Fleet Fund, Outside Fire Contracts, and Stanislaus Regional Transit Authority)  Motion recommending the Award of Bids and Agreements for the furnishing of Fuel-Card Lock Services with Stan Boyett & Son, Inc. dba Boyett Petroleum, Modesto, CA; and Hunt & Sons, Inc., Ceres, CA for an annual combined estimated total of $4,500,000 and a total amount between all Agreements combined not to exceed $23,198,063 over five years and forwarding to Council for approval.

PUBLIC WORKS; Patrick Crowley, 209-342-2274, [email protected]

12. Consider the acceptance of the Plans and Specifications for the Sewer Trunk Rehabilitation on Grimes, Mercy and Woodland Project, accepting the Bid and Awarding a Construction Contract to SAK Construction, LLC, of O’Fallon, MO, in the amount of $22,830,295, authorizing 12% in contingency (if needed), for a total payment amount not to exceed $25,569,931 and forwarding to Council for approval. (Funding Source: Wastewater Fund)
 Motion recommending the acceptance of the Plans and Specifications for the Sewer Trunk Rehabilitation on Grimes, Mercy and Woodland Project; accepting the Bid and Awarding a Construction Contract to SAK Construction, LLC, of O’Fallon, MO, in the amount of $22,830,295, authorizing the Director of Engineering Services to approve Change Orders up to the cumulative amount of $2,739,636, 12% of the original Contract price, for a total payment amount not to exceed $25,569,931 and forwarding to Council for approval.  Motion recommending an amendment to the Fiscal Year 2024-25 Multi-Year Program Budget in the amount of $26,823,000 to fund the Construction Phase of the Sewer Trunk Rehabilitation on Grimes, Mercy and Woodland Project and forwarding to Council for approval.

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

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

COMMITTEE AGENDA REPORT
DATE OF MEETING:

March 24, 2025
Date: March 5, 2025
TO: Finance Committee
Rosa Escutia-Braaton, Chair
David Wright, Vice-Chair
Nick Bavaro, Member
FROM: Joseph P. Lopez, City Manager
SUBJECT: Monthly Budget Adjustment Report – March 2025
CONTACT: Steve Christensen, Office of Performance Management and Budget Director, [email protected] 209-577-5390
DESCRIPTION:

Consider the recommended budget adjustments to Fiscal Year 2024-25 Annual Operating and Capital Improvement Program Budgets; and forwarding to Council for approval. (Funding Source: Various Funds)
STRATEGIC PLAN ELEMENT:

This item supports the City of Modesto 2020-2025 Strategic Plan focus on Governance and Service Delivery under Goal H: Achieve Financial Sustainability.

BACKGROUND:

Each month staff presents a variety of budget adjustments requiring the approval of the City Council. These changes are submitted to the Finance Committee for review prior to submission to Council and include an explanation and justification for each transaction.

This report includes a number of adjustments that have been identified by monitoring department budgets. Due to the number of adjustments, they are included as an attachment to this report (Exhibit A). As in past reports, adjustments are segregated by fund and department as appropriate. The adjustments are reflected in a more summarized version and supporting documentation is available for review upon request.

Also included in this report as an attachment (Exhibit B) is a summary of the budget adjustments approved by the City Manager and/or Budget Manager and Office of Performance Management and Budget Director consistent with the authority levels that were approved by Council with the passing of the Fiscal Year 2024-25 Operating Budget via Resolution No. 2024- 191.
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Finance Committee, March 24, 2025
Monthly Budget Adjustment Report – March 2025

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DISCUSSION:

The monthly budget adjustments attached as Exhibit A in this item include adjustments across various departments. These adjustments are explained in further detail within Exhibit A.

FISCAL IMPACT:

The fiscal impact of each item is noted in the attachments to this report. The adjustments are for Fiscal Year 2024-25.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the budget adjustments to 2024-25 Annual Operating and Capital Improvement Program Budgets; and forwarding to Council for approval.

Approved by:

Joseph P. Lopez, City Manager
Attachments:

1. Exhibit A – Budget Adjustments Requiring Council Approval

2. Exhibit B – Staff Approved Budget Adjustments
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Finance Committee, March 24, 2025
Monthly Budget Adjustment Report

EXHIBIT A

FINANCE
 A budget adjustment in the amount of $336,875 is necessary in the Inventory Purchase Fund (5110). This request is being derived from the trend we are seeing along with what we have calculated averaging for the remainder of the Fiscal Year. In addition, the Stores Division accommodating City departments requests of bringing in new parts we were not originally anticipating.
 A budget adjustment in the amount of $1,397,553 is necessary in the Inventory Purchase Fund (5110) for additional parts needed by the Water Department that were unforeseen on the previous budget adjustment. This request is being derived from the trend we are seeing along with what we have calculated averaging for the remainder of the Fiscal Year. In additional we are awaiting an order of 12,000 registers that are needed for the Water Department.

FIRE DEPARTMENT
 As part of resolution 2024-116, the City accepted the 2023 Staffing for Adequate Fire and Emergency Response (SAFER) Grant award from the Federal Emergency Management Agency (FEMA). With the acceptance of this award, the budget was not amended at the time of acceptance. A budget adjustment is necessary to appropriate expenditure and revenue budgets in the amount of $664,626 in Fund 1341 (Grants – Operation Grants Reimbursed) Cost Center 18218 (MFD - 2023 FEMA SAFER Grant).

In addition, a budget adjustment is necessary to appropriate grant revenue in the amount of $1,587,140 in Fund 1341 (Grants – Operation Grants Reimbursed) Cost Center 18216 (MFD - 2020 FEMA SAFER Grant) to recognize the anticipated grant funds to receive related to expenses that occurred from 7/18/2023 through 3/31/2025.

The grant revenue will be used for salary and benefits for one year of the grant. This adjustment will also budget a transfer in the amount of $129,709 from the General Fund to the 2023 FEMA SAFER Grant for hiring costs, personal protective equipment costs, and other costs that are not eligible to be funded by the grant.

MEASURE H
 A budget adjustment is necessary in the amount of $300,000 in the Fiscal Year 2024/2025 Measure H spending plan to re-appropriate expenditures in the Pelandale Street Landscape Project 101624 to the Cesar Chavez Park Renovation Project 101276 to cover expenditures in Fiscal 2024-2025 which need payment. There are sufficient funds available due to Project 101624 being in the early stages of planning and design.

Funding will be reappropriated during the Fiscal Year 2025/2026 Measure H Spending Plan budget adoption.

MODESTO POLICE DEPARTMENT
 A budget adjustment in the amount of $119,542 is needed in the 2024-2025 Supplemental Law Enforcement Services Fund (SLESF) Project (101626) in the Police #1..
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Monthly Budget Adjustment Report

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Grants Fund (1342) to increase the expense and revenue budget to account for State revenues and offsetting expenditures.

UTILITIES
 A budget adjustment in the amount of $200,000 is needed in the Sewer Operations Fund (4210) Roosevelt Park Cross Connection Project (100793) to increase the expenditure appropriations to pay for Legal invoices. There are sufficient funds in the Sewer Operation reserves to cover the increased expenditure appropriations. #1..
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Department Director/Director of Office Performance and Budget (OPMB)/City Manager Approved Budget Adj EXHIBIT B For FY2024/25
AT #
Approved
by CM,
Director
OPMB or DD
Fund Fund Name Cost Ctr/Project Name Account Name Rev/Exp/TI/ TO Account
Current
Budget
Increase
(Decrease)
Revised
Budget Description
AT-100 OPMB Dir 0100 General Fund 12510 FIN-Purchasing Budget Only - Salary Adjustment - Decrease Exp $ - $ (9,800) $ (9,800) AT-100 OPMB Dir 0100 General Fund 12510 FIN-Purchasing Budget Only - Benefit Adjustment - Decrease Exp $ - $ (4,200) $ (4,200) AT-100 OPMB Dir 0100 General Fund 12510 FIN-Purchasing Professional Services Exp $ 45,000 $ 14,000 $ 59,000 Total Changes for Fund 0100 $ 45,000 $ - $ 45,000
AT-106 OPMB Dir 1130 CDBG 14015 - CED - CDBG Direct Program 42030 - HUD Revenue Rev $ 45,000 $ 2,000 $ 47,000 AT-106 OPMB Dir 1130 CDBG 14015 - CED - CDBG Direct Program 42030 - HUD Revenue Rev $ 45,000 $ 2,000 $ 47,000 AT-106 OPMB Dir 1130 CDBG 14015 - CED - CDBG Direct Program 42030 - HUD Revenue Rev $ 45,000 $ 1,011 $ 46,011 AT-106 OPMB Dir 1130 CDBG 14015 - CED - CDBG Direct Program 42030 - HUD Revenue Rev $ 44,000 $ 2,000 $ 46,000 AT-106 OPMB Dir 1130 CDBG 14015 - CED - CDBG Direct Program 42030 - HUD Revenue Rev $ 32,000 $ 2,000 $ 34,000 AT-106 OPMB Dir 1130 CDBG 14015 - CED - CDBG Direct Program 42030 - HUD Revenue Rev $ 45,000 $ 2,000 $ 47,000 AT-106 OPMB Dir 1130 CDBG 14015 - CED - CDBG Direct Program 54500 - Services City Forces - Interfund Exp $ 5,000 $ 2,000 $ 7,000 AT-106 OPMB Dir 1130 CDBG 14015 - CED - CDBG Direct Program 54500 - Services City Forces - Interfund Exp $ 5,000 $ 2,000 $ 7,000 AT-106 OPMB Dir 1130 CDBG 14015 - CED - CDBG Direct Program 54500 - Services City Forces - Interfund Exp $ 5,000 $ 1,011 $ 6,011 AT-106 OPMB Dir 1130 CDBG 14015 - CED - CDBG Direct Program 54500 - Services City Forces - Interfund Exp $ 5,000 $ 2,000 $ 7,000 AT-106 OPMB Dir 1130 CDBG 14015 - CED - CDBG Direct Program 54500 - Services City Forces - Interfund Exp $ 5,000 $ 2,000 $ 7,000 AT-106 OPMB Dir 1130 CDBG 14015 - CED - CDBG Direct Program 54500 - Services City Forces - Interfund Exp $ 5,000 $ 2,000 $ 7,000 Total Changes for Fund 1130 $ 286,000 $ 22,022 $ 308,022 AT-105 OPMB Dir 1341 Grants - Op Grants reimbursed PW- Non Capital Projects Interest Revenue on Bank Account Rev $ - $ 1,334 $ 1,334 AT-105 OPMB Dir 1341 Grants - Op Grants reimbursed 101495 - PW - Used Oil Payment Program 11 AUC - Advertising Exp $ 5,000 $ 1,334 $ 6,334
Total Changes for Fund 1341 $ 5,000 $ 2,668 $ 6,334
AT-103 DD 1380 Non-Capital Parks Fund 101590 - Historical Properties Donations AUC - Volunteer Programming Exp $ - $ 518 $ 518 This budget adjustment will recognize recent donations to the Historical Properties donations project of $518 and establish a new Task named Volunteer Programming.

Total Changes for Fund 1380 $ - $ 518 $ 518
AT-104 OPMB Dir 1700 Surface Transportation Fund 101636 - FY 24-25 SB1 Video Detection Video Equipment <$5,000 Exp $ 200,000 $ (125,039) $ 74,961 AT-104 OPMB Dir 1700 Surface Transportation Fund 101636 - FY 24-25 SB1 Video Detection Video Equipment >$5,000 Exp $ - $ 138,359 $ 138,359 Total Changes for Fund 1700 $ 200,000 $ 13,320 $ 213,320 AT-104 OPMB Dir 1730 Gas Tax Fund Transfer Out Gas Tax Fund Transfer Out to Fund 1700 TO $ 200,000 $ 13,320 $ 213,320 AT-104 OPMB Dir 1700 Surface Transportation Fund 101636 - FY 24-25 SB1 Video Detection Transfer In from Fund 1730 TI $ 200,000 $ 13,320 $ 213,320 Total Changes for Fund 1730 $ 400,000 $ 26,640 $ 426,640 AT-102 CM 4212 Wastewater PCE Mitigation 100668- WW PCE Mitigation Site I Professional Services Exp $ 2,176,599 $ 102,423 $ 2,279,022 A budget adjustment is necessary to increase the project budget for Wastewater PCE Mitigation per City Attorney's approval.

Total Changes for Fund 4212 $ 2,176,599 $ 102,423 $ 2,279,022 A budget adjustment in the amount of $14,000 is necessary to move salary savings from the vacant Senior Buyer position for the purpose of covering the OpenGov Phase II invoice.

A budget adjustment is necessary to increase the overall project budget in the amount of $13,320. The total cost include the tax for all necessary video detection equipment.

Additionally, fund are being reallocated from the <$5,000 account to the >$5,000 account. The transfer from the Gas Tax fund is being increase by the same amount to the project.

A budget adjustment is necessary to increase the overall project budget in the amount of $13,320. The total cost include the tax for all necessary video detection equipment.

Additionally, fund are being reallocated from the <$5,000 account to the >$5,000 account. The transfer from the Gas Tax fund is being increase by the same amount to the project.

A budget adjustment in the amount of $1,334 is necessary to recognize revenue received from interest earned and to program offsetting expenses in a like amount.

A budget adjustment is needed in the various accounts for each of these public services to increase the activity delivery budget which will allow staff to process the remaining invoices. These expenses will be covered by annual entitlement CDBG grant funds.
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

March 24, 2025
Date: February 28, 2025
TO: Finance Committee
Rosa Escutia-Braaton, Chair
David Wright, Vice Chair
Nick Bavaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Bill Sandhu, Director of Public Works
SUBJECT: California Department of Resources, Recycling and Recovery (CalRecycle) Waste Tire Amnesty Grant
CONTACT: Rosene Nguyen, Integrated Waste Manager, [email protected], 209- 577-5453
DESCRIPTION:

Consider the Grant Applications, Grant Awards and amending the annual budgets for all Waste Tire Amnesty Grants to California Department of Resources and Recovery; and forwarding to Council for approval. (Funding Source: Not Applicable)
STRATEGIC PLAN ELEMENT:

This item is in conformance with City of Modesto Strategic Plan Area: “Quality of Life”, “engage partners across the community to ensure the safety, resilience, and attractiveness of Modesto”; Goal D: “Provide safe, efficient, and reliable infrastructure through proactive community investment, maintenance and sustainability efforts”.

BACKGROUND:

On January 14, 2020, Council approved by Resolution No. 2020-019 applications to the California Department of Resources, Recycling and Recovery (CalRecycle) for the Waste Tire Amnesty Grant that expired January 14, 2025, and requires updates to the current resolution.

The purpose of CalRecycle’s Waste Tire Amnesty Grant Program is to provide funds to eligible entities to hold collection events in convenient locations for the public to bring in their waste tires at no charge for recycling. Programs implemented as a result of funding from CalRecycle will assist in supporting this purpose.

The State of California collects fees, which provide funds to cities and counties for establishing and maintaining solid waste and various recycling programs. CalRecycle is responsible for the administration of the Waste Tire Amnesty Grant.
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Finance Committee, March 24, 2025
California Department of Resources, Recycling and Recovery (CalRecycle) Waste Tire Amnesty Grant

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DISCUSSION:

The City of Modesto applies for the Waste Tire Amnesty Grant on an ongoing basis. Typically, the grant cycle is every two years, and is necessary to continue to fund the City’s efforts to provide Modesto residents with recycling options for their waste tires. As a result of past funding the City has received from this grant, the City has the ability to recycle 2,500 waste car, truck or motorcycle tires per year at no cost to Modesto residents. All tires recovered are sent to a certified waste tire end use facility for recycling.

In addition, with the Grant and support from CalRecycle, the City can provide public outreach that encourages proper disposal of waste tires. Staff is committed to having waste tire recycling programs in place to discourage illegal dumping of tires in City streets, alleys, parks, and waterways, through education, programs, and community outreach.

FISCAL IMPACT:

The City has received an average of $27,300 annually as a result of the Waste Tire Amnesty Grant in the last three years. There is no match requirement for this grant.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the Grant Applications, Grant Awards and amending the annual budgets for all Waste Tire Amnesty Grants to California Department of Resources and Recovery; and forwarding to Council for approval.

Approved by:

Bill Sandhu, Public Works Director
Joseph P. Lopez, City Manager
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

March 24, 2025
Date: February 28, 2025
TO: Finance Committee
Rosa Escutia-Braaton, Chair
David Wright, Vice Chair
Nick Bavaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Bill Sandhu, Director of Public Works
SUBJECT: California Department of Resources, Recycling and Recovery (CalRecycle) Waste Tire Cleanup Grant
CONTACT: Rosene Nguyen, Integrated Waste Manager, [email protected], 209-577-5453
DESCRIPTION:

Consider the Grant Applications, Grant Awards and amending the annual budgets for all Waste Tire Cleanup Grants to California Department of Resources and Recovery; and forwarding to Council for approval. (Funding Source: Not Applicable)
STRATEGIC PLAN ELEMENT:

BACKGROUND:

On January 14, 2020, Council approved by Resolution No. 2020-020 applications to the California Department of Resources, Recycling and Recovery (CalRecycle) for the Waste Tire Cleanup Grant that expired January 14, 2025 and requires updates to the current resolution.

The purpose of CalRecycle’s Waste Tire Cleanup Grant Program is to encourage activities that promote reducing the number of waste tires going to landfills for disposal and eliminating stockpiles of waste tires. Activities include tire pile cleanup, market development, and demonstration projects.

The State of California collects fees, which provide funds to cities and counties for establishing and maintaining solid waste and various recycling programs. CalRecycle is responsible for the administration of the Waste Tire Cleanup Grant.
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Finance Committee, March 24, 2025
California Department of Resources, Recycling and Recovery (CalRecycle) Waste Tire Cleanup Grant

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DISCUSSION:

The City of Modesto applies for the Waste Tire Cleanup Grant on an ongoing basis. Typically, the grant cycle is every two years, and is necessary to continue to fund the City’s efforts to remove waste tires from public areas, streets, alleys, sidewalks, parks, and waterways. As a result of past funding the City has received from this grant, the City has removed and recycled over 1,200 waste tires. All tires recovered are sent to a certified waste tire end use facility for recycling.

In addition, with the support from CalRecycle, the City can partially fund a full-time Maintenance Worker I who actively searches for illegally dumped tires throughout Modesto and properly stores them until they can be recycled.

FISCAL IMPACT:

The City has received an average $27,000 annually as a result of the Waste Tire Cleanup Grant in the last three years. There is no match requirement for this grant.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the Grant Applications, Grant Awards and amending the annual budgets for all Waste Tire Cleanup Grants to California Department of Resources and Recovery; and forwarding to Council for approval.

Approved by:

Bill Sandhu, Public Works Director
Joseph P. Lopez, City Manager
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

March 24, 2025
Date: February 24, 2025
TO: Finance Committee
Rosa Escutia-Braaton, Chair
David Wright, Vice Chair
Nick Bavaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Bill Sandhu, Director of Public Works
SUBJECT: California Department of Resources, Recycling and Recovery (CalRecycle) Waste Tire Enforcement Grant
CONTACT: Rosene Nguyen, Integrated Waste Manager, [email protected], 209-577-5453
DESCRIPTION:

Consider the Grant Applications, Grant Awards and amending the annual budgets for all Waste Tire Enforcement Grants to California Department of Resources and Recovery; and forwarding to Council for approval. (Funding Source: Not Applicable) STRATEGIC PLAN ELEMENT:

BACKGROUND:

On April 7, 2020, Council approved by Resolution No. 2020-149 applications to the California Department of Resources, Recycling and Recovery (CalRecycle) for the Waste Tire Enforcement Grant that expires April 7, 2025 and requires updates to the current resolution.

The purpose of CalRecycle’s Waste Tire Enforcement Grant Program is to provide funds to eligible entities to inspect tire facilities and haulers to ensure that they are following the state regulations by storing and disposing of waste tires properly and to investigate illegally dumped tires for responsible parties or to list for removal. Programs implemented as a result of funding from CalRecycle will assist in supporting this purpose.

The State of California collects fees, which provide funds to cities and counties for establishing and maintaining solid waste and various recycling programs. CalRecycle is responsible for the administration of the Waste Tire Enforcement Grant.
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Finance Committee, March 24, 2025
California Department of Resources, Recycling and Recovery (CalRecycle) Waste Tire Grant

Page 2 of 2 ends

DISCUSSION:

The City of Modesto applies for the Waste Tire Enforcement Grant offered by CalRecycle every year, and it is necessary to continue to fund our efforts to provide Modesto residents with a safe environment where waste tires are not stockpiled or disposed of improperly.

Staff is asking for the recommendation of the Finance Committee to forward this item to Council for approval, as under the CalRecycle Waste Tire Enforcement Grant, a Council resolution is required.

FISCAL IMPACT:

Over the last fourteen years, the City has received on average $35,000 in grant funds per year for the enforcement of proper disposal of waste tires by tire facilities and waste tire haulers, and to inspect illegally dumped tires to determine responsibility and/or to refer for clean-up.

This action will allow staff to continue applying for Waste Tire Enforcement grants on an ongoing basis until Council rescinds said resolution.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the Grant Applications, Grant Awards and amending the annual budgets for all Waste Tire Enforcement Grants to California Department of Resources and Recovery; and forwarding to Council for approval.

Approved by:

Bill Sandhu, Public Works Director
Joseph P. Lopez, City Manager
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

March 24, 2025
Date: February 28, 2025
TO: Finance Committee
Rosa Escutia-Braaton, Chair
David Wright, Vice-Chair
Nick Bavaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Bill Sandhu, Director of Public Works
SUBJECT: Purchase Order Increase for Two Dump Trucks with PB Loader CONTACT: Patrick Crowley, Senior Public Works Manager, [email protected], 209-342-2274
DESCRIPTION:

Consider the increase of Purchase Order #229342 with PB Loader, Fresno, CA by $14,728 for two dump trucks and forwarding to Council for approval. (Funding Source: Fleet Replacement Fund)
STRATEGIC PLAN ELEMENT:

This action supports the City of Modesto 2020-2025 Strategic Plan Area of Focus: Governance and Service Delivery: “Build community trust in City government through responsive, transparent, and efficient service delivery; Goal H: achieve long-term financial sustainability.

BACKGROUND:

On June 17, 2021, Sourcewell issued Request for Proposals (RFP) #0850521 PBL for Roadway Maintenance Equipment on the Sourcewell website, the New York State Contract Reporter website, the Onvia website, and the PublicPurchase.com website. The RFP was also advertised and distributed to sixty vendors. On August 15, 2021, proposals were formally opened at the Sourcewell offices. Thirty proposals were received and based on the Sourcewell Proposal Review Committee and criteria outlined in the RFP, six contracts were awarded for Roadway Maintenance Equipment.

On June 28, 2022, by Resolution 2022-287, Council approved the purchase of two dump trucks from PB Loader, Fresno, CA. not to exceed $292,927.

DISCUSSION:

After the Purchase Order was issued to PB Loader, on August 01, 2022, it was expected that this order would be accepted and placed in the order bank with Ford Motor Company; however, the order was not received by Ford during the order bank window and was not placed in the #5..
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Finance Committee, March 24, 2025
Purchase Order Increase for
two dump trucks with PB Loader

Page 2 of 2 ends

manufacturing schedule from the factory. Unfortunately, the industry-wide parts supply chain experienced significant delays exacerbating the delay in manufacturing these dump trucks. Since then, the Finance Department, Purchasing Division and Public Works Fleet staff worked with the dealership to determine the status of the Purchase Order. The order has been fulfilled through Ford Motor Company and delivered to the dealership. Unfortunately, due to the delay in receiving the vehicles, prices have increased by an additional $14,728 for a new cost of $153,828, which is an increase in cost of five percent.

Modesto Municipal Code Section 8-3.203 generally requires all purchases which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid on. However, exceptions to the formal bidding process are granted in MMC 8-3.204(f) “Where the Purchasing Manager, in 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.”
The cost increase over the original bid is in alignment with current pricing, compared to the listed price on the Sourcewell website and it is the recommendation from staff to increase the purchase order to continue the order and delivery of the dump trucks.

FISCAL IMPACT:

The anticipated cost increase of $14,728 will be absorbed within the current Fiscal Year (FY) Public Works Fleet Replacement Fund budget in account 5409-53246-57003.

Qty Description Original Price Revised Price Price Increase 2 PB Loader Dump Truck $146,463.24 $153,827.16 $7,363.92 Increase for Two vehicles: $14,727.84
RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the increase of a Purchase Order #229342 with PB Loader, Fresno, CA for two dump trucks by $14,728 for a revised total amount not to exceed $307,655 and forwarding to Council for approval.

Approved by:

Bill Sandhu, Director of Public Works
Joseph P. Lopez, City Manager
Attachments:

1. Purchase Order 229342

2. Quote 11357R

3. Pricing Increase Sheet
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PURCHASE ORDER
City of Modesto
Purchasing Division
1010 Tenth St.,Suite 5300
Modesto, CA, 95354
Tel: (209) 577-5405 Fax: (209) 544-8821
Purchase Order No: 229342
Deliver By : 05-DEC-2022
FOB :

Terms : Net 30
Buyer : Carolanne Wattle
Requestor : Christina Oliveira
Issue Date : 01-AUG-2022
Page : 1 of 3 Revision:

Vendor: Ship To: Invoice To:

PB LOADER CORPORATION
5778 W BARSTOW AVENUE
FRESNO,CA, 93722POL_SPACE?>
PW.Fleet Services Administration
1609 8th Street
Modesto, CA 95354
City of Modesto Accounts Payable
PO Box 642
Modesto, CA 95353

Vendor Contact: Email: Fax:

LINE QTY UOM ITEM - DESCRIPTION UNIT PRICE EXTENDED PRICE 1 1 Each SOURCEWELL LISTED DUMB BODY 35,990.0000 35,990.00 2 1 Each FRAME MINT CONE HOLDER 341.0000 341.00
3 2 Each PULL LADDER EX STEP 712.0000 1,424.00
4 1 Each HITCH PLATE 1,385.0000 1,385.00
5 1 Each MARKET PRICE DUMP BODY 15,877.0000 15,877.00
6 1 Each SOURCEWELL LISTED CHASSIS 69,988.0000 69,988.00 7 1 Each MARKET PRICE CHASSIS UPGRADE 10,071.0000 10,071.00 8 1 Each SALES TAX 10,637.2400 10,637.24
9 1 Each FREIGHT 750.0000 750.00
10 1 Each SOURCEWELL LISTED DUMP BODY 35,990.0000 35,990.00 11 1 Each FRAME MNT CONDE HOLDER 341.0000 341.00
12 2 Each PULL LADDER EZ STEP 712.0000 1,424.00
13 1 Each HITCH PLATE 1,385.0000 1,385.00
14 1 Each MARKET PRICE DUMP BODY 15,877.0000 15,877.00
Note to Supplier: Quote 11357R
SALES TAX: $

IMPORTANT INSTRUCTIONS

1. EMAIL INVOICE PROMPTLY TO [email protected].

2. INVOICE EACH PURCHASE ORDER SEPARATELY.

3. ALL ITEMS F.O.B DESTINATION UNLESS OTHERWISE SPECIFIED.

4. CITY RESALE PERMIT NO.SRAM 28-043875.

5. ORDER SUBJECT TO CONDITIONS SET FORTH ON FACE OF ORDER AND ATTACHED TERMS AND CONDITIONS.

TOTAL: $

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PURCHASE ORDER
City of Modesto
Purchasing Division
1010 Tenth St.,Suite 5300
Modesto, CA, 95354
Tel: (209) 577-5405 Fax: (209) 544-8821
Purchase Order No: 229342
Deliver By : 05-DEC-2022
FOB :

Terms : Net 30
Buyer : Carolanne Wattle
Requestor : Christina Oliveira
Issue Date : 01-AUG-2022
Page : 2 of 3 Revision:

Vendor: Ship To: Invoice To:

Vendor Contact: Email: Fax:

LINE QTY UOM ITEM - DESCRIPTION UNIT PRICE EXTENDED PRICE 15 1 Each SOURCEWELL LISTED CHASSIS 69,988.0000 69,988.00 16 1 Each MARKET PRICE CHASSIS UPGRADE 10,071.0000 10,071.00 17 1 Each SALES TAX 10,637.2400 10,637.24
18 1 Each FREIGHT 750.0000 750.00
Note to Supplier: Quote 11357R
SALES TAX: $ 0.00

IMPORTANT INSTRUCTIONS

1. EMAIL INVOICE PROMPTLY TO [email protected].

2. INVOICE EACH PURCHASE ORDER SEPARATELY.

3. ALL ITEMS F.O.B DESTINATION UNLESS OTHERWISE SPECIFIED.

4. CITY RESALE PERMIT NO.SRAM 28-043875.

5. ORDER SUBJECT TO CONDITIONS SET FORTH ON FACE OF ORDER AND ATTACHED TERMS AND CONDITIONS.

TOTAL: $ 292,926.48

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PURCHASE ORDER-TERMS & CONDITIONS

1.PAYMENTS: Payments shall be made upon submission of itemized invoices in duplicate at the prices stipulated herein for supplies delivered and accepted or services rendered and accepted, less deductions, if any, as herein provided. Payment for partial deliveries may be made whenever amounts due so warrant or when requested by the Vendor and approved by the Purchasing Manager.

2.INSPECTION: All materials and workmanship 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 articles or services are detective or not in conformity with this order, the City shall have the rights to either reject the items or require correction. Defective articles or services shall be removed from City premises and/or corrected by and at the expense of the Vendor. Failure 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.

3.RESPONSIBILITY: Unless otherwise specified, the Vendor shall be responsible for all items covered by this Purchase Order until delivered at the designated delivery point and the Vendor shall bear all risks as to items rejected or requiring correction after notice of such rejection or correction is given.

4.SHIPMENT: All items F.O.B. Destination unless otherwise specified. When authorized, freight to be prepaid. Do not ship collect. Original receipted freight bill must accompany 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 the Vendor.

5.CHANGES: This Purchase Order may at any time, by written order, be changed in regard to the materials or service to be furnished, quantities ordered, unit price, discount, delivery point or arrange¬ments, terms or any other matters affecting a valid order. 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.

6.WARRANTY: Notwithstanding any other provisions of the order, Vendor warrants that the materials, supplies or other services furnished shall be of the most suitable grade and exactly as specified in this order. Such warranty shall include the following:
performance, workmanship, labor, materials, seller's design or engineering contributions. If a defect is discovered In any item of materials, supplies or services covered in this order, Vendor shall correct at its expense, including transportation/freight, such defects as are reported within one year of final acceptance. Upon expiration of the applicable warranty period. all such liability shall terminate except for fraud, or such gross mistakes as amount to fraud, latent defects or specific failure to comply with the terms of this order.

7.DISCOUNT: In connection with any discount offered, time will be computed from date of delivery to carrier when delivery and acceptance are at point of origin, or from date of delivery and acceptance if at destination or from date correct Invoice is received by City if invoice date is later than date of delivery.

8.INSURANCE: All orders where work, maintenance, or service is performed on City property require appropriate insurance and indemnification. Services will be suspended without proper insurance certificates being on file with the City. Contact the City Purchasing Office to verify the type and amount of insurance required.

9.EXEMPTIONS: The City is exempt from payment of Federal Excise Tax. All invoices shall be exclusive of such excise lax. If purchase is not subject to Sales Tax, the statement tor resale will appear in body of Purchase Order.

10.INFRINGEMENT: Vendor agrees to protect. indemnify and save harmless the City as buyer, its agents, officers, employees, and volunteers from any claim, loss or damage from infringement of trademarks patents, copyrights and unfair competition action with respect to this Purchase Order.

11.INDEMNITY: The Vendor 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 Vendor, or its agents, officers, employees, or volunteers 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 in this Agreement for Vendor to procure and maintain a policy of insurance. In the indemnity clause contained herein Vendor agrees to defend, indemnify and hold City harmless from the negligence of its employees, among other risks. With reference to the foregoing, the parties agree that all risk of loss, including but not limited to damages, property losses and defense of third party suits, arising out of or relating to the operation of City owned vehicles by Vendor's employees is apportioned to Vendor in accordance with the provisions contained in Indemnity.

12.GOVERNING LAW: This Purchase Order 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 laws, provisions or principles.

13.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 claim 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.

14.DISPUTES: All disputes concerning questions of fact which may arise under this Purchase Order, and not disposed of by mutual consent, shall be decided by the Purchasing Manager.

15.OFFER AND ACCEPTANCE: Vendor represents its acceptance to provide products and/or services as follows: City's offer to purchase products and/or services is expressly conditioned upon Vendor's assent to the terms and conditions set forth in City's purchase order documents, specifications, supporting data, and these articles. Vendor agrees that Vendor's Order Acknowledgment terms and conditions received prior to, during, or after order placement by City are hereby rejected. City purchase orders signed by the City's Purchasing Manager or his/her designated agent and issued to Vendor constitute written notification to Vendor of City's rejection of any and all of Vendor Order Acknowledgments, counter offers and changes to the City's terms and conditions.

16.CANCELLATION: The City reserves the right to cancel the order with the vendor upon failure to meet contractual expectations and/or obligations, as recommended by the Purchasing Manager or his/her designee. Either party may terminate the contract in its unilateral discretion for any or no reason by providing at least sixty(60) days written notice of its desire to terminate.

17.ASSIGNMENT: Neither this purchase order nor any portion thereof shall be subcontracted or assigned without the written consent of the City in each and every instance.

18.MISCELLANEOUS: Time is of the essence in each and every provision of this purchase order. #5..
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QUOTATION
DATE: 9/23/2024
TERMS: NET 30
CITY OF MODESTO F.O.B: MODESTO
SOURCEWELL MEMBER ID# 21208 MFG PRODUCT: SEE BELOW
INSTALL: SEE BELOW
QTY PART NO. DESCRIPTION PRICE EXTENSION
PB LOADER CONTRACT NO. 080521-PBL

SOURCEWELL CONTRACT - DISCOUNTED PRICES

SOURCEWELL LISTED DUMP BODY
1 $35,990.00
1 7302-00 FRAME MNT CONE HOLDER (MALE) - MOUNTED PASSENER SIDE $341.00 2 393-00 PULL LADDER EZ-STEP W/ EXTENSION & SET OF GRAB HANDLES ON EACH SIDE OF BODY $712.00 $1,424.00 1 8200-00 HITCH PLATE W/ D-RINGS AND 2" RECEIVER TUBE $1,385.00

MARKET PRICE DUMP BODY
1 $15,877.00
1 CUSTOM FIXED TAILGATE BRACE $1,500.00

SOURCEWELL LISTED CHASSIS
1 FORD-03 $69,988.00

MARKET PRICE CHASSIS UPGRADE
1 $10,071.00
1 2024 MODEL YEAR SURCHARGE $4,023.00
TOTAL: $140,599.00
SALES TAX (8.875%): $12,478.16
FREIGHT: $750.00
GRAND TOTAL (FOR ONE UNIT): $153,827.16
GRAND TOTAL (FOR TWO (2) UNITS): $307,654.32
NOTES:

Delivery times are approximate.

NO. 11357R4

1. LEAD TIME FOR BODY PRODUCTION IS 90 DAYS, WITH AN ADDITIONAL 90-120 DAYS TO INSTALL AFTER RECIEPT OF CHASSIS AND BODY. LEAD TIME SUBJECT TO CHANGE AFTER RECEIPT TO ORDER.

2. LEAD TIME SUBJECT TO CHANGE AT TIME OF ORDER.

3. DUE TO THE VOLATILITY OF THE STEEL MARKET PRICES ARE SUBJECT TO CHANGE.

UPGRADES & ACCESSORIES FOR ABOVE BODY COMPLETE WITH:
- 28" HIGH TAILGATE AND SIDE HEIGHT, 54" FRONT (ILO ABOVE) - 3/16" AR450 FLOOR MATERIAL (ILO 10 GA.)
- ONE HORIZONTAL SIDE BRACE EACH SIDE OF BODY AND ACROSS TAILGATE - 1/2 CAB SHIELD (ILO 1/4 ABOVE)
- DURACLASS 1824HD NTEA CLASS 60 UNDERBODY HOIST (ILO HPT53-120 TELESCOPIC HOIST ABOVE)
- TAILGATE SET-UP FOR DROP-DOWN DESIGN ONLY
- 2" X 4" STEEL SIDE BOARD POCKETS BOLTED INTO TOP SIDES, PAINTED WHITE - FEDERAL SIGNAL 416910Z-A AMBER WARNING LIGHTS W/ WHITE BEZEL (-TWO REAR SIDES OF

BODY, TWO IN CHASSIS GRILLE)
- THREE (3) WELD-ON COMBINATION TIE DOWN WINCHES FOR ROPE AND STRAP MOUNTED

CURBSIDE UNDER RUB RAIL OF BODY
- THREE (3) 3/4" J-STYLE ROPE HOOKS MOUNTED DRIVER SIDE - WINCH BAR
- AIR WEIGH 1801W ONBOARD SCALE SYSTEM
- 48" UNDERBODY TOOLBOX, STEEL WITH PADDLE LOCK AND STORAGE BASKET ON TOP, PAINTED

BLACK, MOUNTED DRIVER SIDE
- 60" UNDERBODY TOOLBOX, STEEL WITH PADDLE LOCK AND STORAGE BASKET ON TOP, PAINTED

BLACK, MOUNTED PASSENGER SIDE
- CAB DUMP CONTROLS WITH BODY UP INDICATOR LIGHT WITH BUZZER - CAPACITY LABEL ON HITCHPLATE STATING "MAX. GROSS TRAILER WEIGHT: 10,000 LBS., TRAILER TONGUE WEIGHT: 1,000 LBS."
- RED AND WHITE REFLECTIVE TAPE ACCROSS RUB RAIL OF BODY BOTH SIDES AND ACCROSS

TAILGATE
- BODY PAINTED WHITE, MATCHING CHASSIS CAB (ILO BLACK)
UPGRADE LISTED CHASSIS TO A 2024 MODEL YEAR WITH 120" CAB TO AXLE AND 4-WHEEL ABS SYSTEM
PB LOADER DUMP BODY, 14 FT 10-12 YARD, HPT53-120 CLASS 80 NTEA HOIST,10 GAUGE STEEL BALANCE, 36" SIDES, 52" FRONT AND 44" REAR, 12" SPREADER APRON, 1/4 CABSHIELD, LED LIGHTS,

WIRING HARNESS & BACKUP ALARM, PUMP, CONTROLS, TANK, VALVE, MUD FLAPS, STEEL

MUDGUARDS, HOT SHIFT PTO, AIR TAILGATE, PAINT

BLACK, INSTALLATION
2021 FORD F-650 CHASSIS, 26,000 GVWR, 7.3L V8 GASOLINE ENGINE, TORQSHIFT

AUTOMATIC TRANSMISSION WITH OVERDRIVEAND PTO PROVISION, TOW PROVISIONS, LEAF SPRING SUSPENSION, 50 GALLON FUEL TANK, STEEL WHEELS, CAB PAINTED WHITE 2 KEYS W/ FOB, AUX SWITCHES
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Qty Description Quoted Price Revised Price Price Increase 2 PB Loader Dump Body 14ft 10-12 Yard $35,990.00 $35,990.00 Frame Mint Cone Holder $341.00 $341.00
Grab Handles Both Sides $1,424.00 $1,424.00
Hitch Plate $1,385.00 $1,385.00
UpGrade Dump Body $15,877.00 $15,877.00
Market Chasis Upgrade 2024 $10,071.00 $10,071.00
Fixed Tailgate Brace $1,500.00 $1,500.00
2021 Ford F-650 Chassis $69,988.00 $69,988.00
2024 Model Year Surcharge $4,023.00 $4,023.00
Sub Total $135,076.00 $140,599.00
Sales Tax 8.875% $10,637.24 $12,478.16 $1,840.92
Freight $750.00 $750.00
New Total $146,463.24 $153,827.16 $7,363.92
Increase for single unit $7,363.92
Increase for both Two (2) $14,727.84
PB Loader PO#229342 IFB 2122.51
Ordered 8-01-2022
Committee: 5-23-2022
Council: 6-28-2022

PRICING INCREASE SHEET
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

March 24, 2025
Date: February 27, 2025
TO: Finance Committee
Rosa Escutia-Braaton, Chair
David Wright, Vice-Chair
Nick Bavaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Bill Sandhu, Director of Public Works
SUBJECT: First Amendment to the Agreements for Equipment and Vehicles Part and Service CONTACT: Patrick Crowley, Senior Public Works Manager, [email protected], 209-342-2274
DESCRIPTION:

Consider the First Amendment to the Purchasing Agreements for the purchase of equipment and vehicle parts and services with CenCal Auto and Truck Parts, Modesto, CA and Rush Truck Center, Ceres, CA for an annual combined estimated cost increase of $340,000 for a total amount not to exceed $2,867,550 over a 5-year period and forwarding to Council for approval. (Funding Source: Fleet Management Fund)
STRATEGIC PLAN ELEMENT:

This item is in conformance with City of Modesto Strategic Plan Area: Governance and Service Delivery: ”Build community trust in City government through responsive, transparent and efficient service delivery”; Goal H: Achieve long-term financial sustainability.

BACKGROUND:

The City’s Public Works Department, Fleet Services Division (Fleet) services and maintains 1,583 in-service vehicles, heavy equipment, buses, fire trucks, trailers and other miscellaneous equipment for all areas of the City. Each vehicle or piece of equipment has countless parts to make the unit 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. Downtime 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 Fleet to obtain the parts required to maintain and repair vehicles and equipment timely, locally and at competitive pricing. Fleet constantly audits price checks on items that are purchased to monitor lowest cost for parts and services orders.
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Finance Committee, March 24, 2025
First Amendment to the Agreements for Equipment and Vehicles Part and Service

Page 2 of 3 ends

On July 09, 2024, by Resolution No. 2024-262, Council approved an agreement with CenCal Auto and Truck Parts (CenCal) and Rush Truck Center (Rush) for the purchase of equipment and vehicle parts and service for total amount not to exceed $1,000,000 over five years.

DISCUSSION:

Fleet is requesting an increase in funding to address national fleet market conditions, which have increased costs for materials and labor impacting the annual expenditure rates for these goods and services.

The procurement of parts through CenCal provides Fleet with a variety of repair and replacement parts for both heavy and light duty vehicles and equipment such as batteries, filters, suspension components, brake components, fuel system components, various hoses, belts, bearings, and emission compliance parts. Additionally, the City previously procured repair and replacement parts from CarQuest Auto Parts - Fargo (CarQuest), however the parent company, Advance Auto Parts, recently closed the Modesto location. The unanticipated closing of this distribution channel has increased the purchasing volume through CenCal.

Rush provides Fleet both parts and repair services mostly for our heavy equipment and bus inventory. They are the local distributor for Original Equipment Manufacturers (OEM) for Cummins, Ford and Compressed natural Gas (CNG) engines. In addition to the normal repair and replacement parts, such as electronic control modules, brake and emission components, Rush provides vehicle repairs to augment City in-house mechanics. They are the only local source to conduct CNG annual certification inspections, as well as both Cummins, Ford, and bus chassis and engine repairs. The CNG annual inspection has a fleet of 24 buses that were not in the original agreement that requires at least $30,000 annually to ensure Department of Transportation (DOT) compliance. Two unanticipated major engine failures, required approximately $80,000 in costs, reimbursed through Stanislaus Regional Transit Authority (StanRTA), that absorbed the original expenditure estimates.

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, to increase efficiency and avoid delays or disruptions to City projects or services. With the increase of rentals due to additional funding sources and the competitive pricing already obtained through these agreements; the increase of these agreements amount will ensure the City obtains discount pricing.

FISCAL IMPACT:

The initial date of both these agreements occurred on July 10, 2024. However, based on current spend rate staff projects approximately $30,000 monthly for CenCal to cover the loss of CarQuest distributor and industry cost increases. Rush is anticipated to have a spend rate staff projects approximately $15,000 monthly.
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Finance Committee, March 24, 2025
First Amendment to the Agreements for Equipment and Vehicles Part and Service

Page 3 of 3 ends

Vendor Monthly Spend Average Annual
CenCal Auto and
Truck Parts $30,000 $360,000
Rush Truck Center $15,000 $180,000
Totals $45,000 $540,000
Due to the ongoing service needs, Staff recommends an additional estimated annual amount for years one and two of $340,000 and a combined estimate annual amount for years three, four, and five of $1,787,550 and resulting in a combined estimated five-year not to exceed total of $2,867,500.

Vendor Year 1 Year 2 Year 3 Year 4 Year 5 TOTAL
CenCal Auto and
Truck Parts $360,000 $360,000 $378,000 $396,900 $416,750 $1,911,650 Rush Truck
Center $180,000 $180,000 $189,000 $198,500 $208,400 $955,900 Totals $540,000 $540,000 $567,000 $595,400 $625,150 $2,867,550 RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the First Amendments for the Agreements with CenCal Auto and Truck Parts, Modesto, CA and Rush Truck Centers, Ceres, CA for the purchase of Equipment and Vehicle Parts and Services for the Agreements for an annual estimated cost increase of $340,000 from $200,000 to $540,000 and total revised not to exceed a total amount of $2,867,550 and forwarding to Council for approval.

Approved by:

Bill Sandhu, Public Works Director
Joseph P. Lopez, City Manager
Attachments:

1. Amendment #1 – Cencal Auto and Truck Parts

2. Amendment #1 – Rush Truck Center_Parts

3. Amendment #1 – Rush Truck Center_Services

4. SIGNED Agreement – CenCal Auto and Truck Parts

5. SIGNED Agreement – Rush Truck Center
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1 FIRST AMENDMENT TO PURCHASE AGREEMENT

FOR THE PURCHASE OF VEHICLE PARTS AND SUPPLIES WITH CENCAL AUTO

AND TRUCK PARTS, INC
This FIRST AMENDMENT to the PURCHASE AGREEMENT (“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 CenCal Auto and Truck Parts, Inc., Modesto, CA, hereinafter collectively referred to as VENDOR.

This FIRST AMENDMENT is made with reference to the following recitals:

A. Purchase Agreement NO. 276512, hereinafter referred to as AGREEMENT was entered into by and between CITY and VENDOR on the 9th day of July, 2024 to provide vehicle parts and supplies.

B. The AGREEMENT provides that the cost of the AGREEMENT shall not exceed $600,000 based on RESOLUTION No. 2024-262
C. The CITY has required to purchase over the estimated amount of vehicle parts and supplies to prevent downtime for any piece of equipment, and estimates that an additional amount of $360,000 will be needed to ensure sufficient parts and supplies are available to maintain all vehicles or equipment function safely and efficiently through the end of the AGREEMENT, dated July 9, 2029.

D. CITY and VENDOR now desire to memorialize the change to the terms of the AGREEMENT with this FIRST AMENDMENT.

NOW, THEREFORE, the parties hereto mutually agree to the following:

1. Section 2.A. of the AGREEMENT is amended to read as follows:
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2 The annual estimated amount of the AGREEMENT is $360,000. The total amount paid by CITY to VENDOR over the full term of the AGREEMENT shall not exceed $1,911,650.

2. Except as modified and amended by this FIRST AMENDMENT, all other provisions of the AGREEMENT shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the CITY OF MODESTO, a Municipal Corporation, has authorized the execution of this FIRST AMENDMENT by its Director of Finance and attested by its City Clerk under authority of Resolution No. , adopted by the Council of the City of Modesto on the ___ day of ___________, 2025, and CenCal Auto and Truck Parts, Inc., has caused this FIRST AMENDMENT to be duly executed.
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1 FIRST AMENDMENT TO PURCHASE AGREEMENT

FOR SHOP RATES SERVICES WITH RUSH MEDIUM-DUTY TRUCK CENTERS OF

CALIFORNIA, INC
This FIRST AMENDMENT to the PURCHASE AGREEMENT (“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 Rush Medium-Duty Truck Centers of California, Inc., Modesto, CA, hereinafter collectively referred to as VENDOR.

This FIRST AMENDMENT is made with reference to the following recitals:

A. Purchase Agreement NO. 276986, hereinafter referred to as AGREEMENT was entered into by and between CITY and VENDOR on the 9th day of July, 2024 to provide SHOP RATES SERVICES.

B. The AGREEMENT provides that the cost of the AGREEMENT shall not exceed $200,000 based on RESOLUTION No. 2024-262
C. The CITY has required to purchase over the estimated amount of shop rate services to prevent downtime for any piece of equipment, and estimates that an additional amount of $90,000. will be needed to ensure sufficient parts and supplies are available to maintain all vehicles or equipment function safely and efficiently through the end of the AGREEMENT, dated July 9, 2029.

D. CITY and VENDOR now desire to memorialize the change to the terms of the AGREEMENT with this FIRST AMENDMENT.

NOW, THEREFORE, the parties hereto mutually agree to the following:

1. Section 2.A. of the AGREEMENT is hereby amended to read as follows:

The annual estimated amount of the AGREEMENT is $90,000. The total amount paid by #6..
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2 CITY to VENDOR over the full term of the AGREEMENT shall not exceed $477,950.

2. Except as modified and amended by this FIRST AMENDMENT, all other provisions of the AGREEMENT shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the CITY OF MODESTO, a Municipal Corporation, has authorized the execution of this FIRST AMENDMENT by its Director of Finance and attested by its City Clerk under authority of Resolution No. , adopted by the Council of the City of Modesto on the ___ day of ___________, 2025, and Rush Medium-Duty Truck Centers of California, Inc., has caused this FIRST AMENDMENT to be duly executed.
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1 FIRST AMENDMENT TO PURCHASE AGREEMENT

FOR SHOP RATES SERVICES WITH RUSH MEDIUM-DUTY TRUCK CENTERS OF

This FIRST AMENDMENT is made with reference to the following recitals:

A. A Purchase Agreement NO. 276986, hereinafter referred to as AGREEMENT was entered into by and between CITY and CONTRACTOR on the 9th day of July, 2024 to provide SHOP RATES SERVICES.

B. The AGREEMENT provides that the cost of the AGREEMENT shall not exceed $200,000 based on RESOLUTION No. 2024-262.

C. The CITY has required to purchase over the estimated amount of shop rate services to prevent downtime for any piece of equipment, and estimates that an additional amount of $90,000. will be needed to ensure sufficient parts and supplies are available to maintain all vehicles or equipment function safely and efficiently through the end of the AGREEMENT, dated July 9, 2029.

D. CITY and CONTRACTOR now desire to memorialize the change to the terms of the AGREEMENT with this FIRST AMENDMENT.

NOW, THEREFORE, the parties hereto mutually agree to the following:

1. Section 1(e) of the AGREEMENT is amended to read as follows:

CONTRACTOR shall furnish said services at the following AGREEMENT rates for an #6..
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2 estimated annual amount of $90,000. The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $477,950. Unless the services provided are for a lump sum or flat fee, fees for work performed by CONTRACTOR on an hourly basis shall not exceed the amounts shown on the attached hereto as Exhibit C.

2. Except as modified and amended by this FIRST AMENDMENT, all other provisions of the AGREEMENT shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the CITY OF MODESTO, a Municipal Corporation, has authorized the execution of this FIRST AMENDMENT by its Director of Finance and attested by its City Clerk under authority of Resolution No. , adopted by the Council of the City of Modesto on the ___ day of ___________, 2025, and Rush Medium-Duty Truck Centers of California, Inc., has caused this FIRST AMENDMENT to be duly executed.
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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 $100,000 Unity Workflow review and pulled from Unity for routing via DocuSign.

PINS Approval Business License
Council Agenda Report 700 Form (for Consultants)
Signed or Unsigned Resolution W-9
Council Meeting Minutes (Only if unsigned
Resolution is provided)
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1 CENCAL AUTO & TRUCK PARTS, INC ANNUAL PURCHASE AGREEMENT – PARTS ONLY AGREEMENT # 276512
This agreement, hereinafter called AGREEMENT, made and entered into in the City of Modesto, State of California, this _______ day of _____________, 2024, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and CenCal Auto and Truck Parts, Inc a Corporation of California hereinafter called VENDOR,
W I T N E S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2024-______ authorizing the Award of Bid and agreement for the purchase of 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 responsive and responsible submittal that best meets the CITY needs, attached hereto as Exhibit “B” and made a part hereof, and WHEREAS, the CITY and VENDOR shall enter into an agreement for the purchase of AUTO AND TRUCK PARTS as described in IFB 2324-96, 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: JULY 10, 2024 THROUGH JULY 9, 2025
Year two: JULY 10, 2025 THROUGH JULY 9, 2026
Year three: JULY 10, 2026 THROUGH JULY 9, 2027
Year four: JULY 10, 2027 THROUGH JULY 9, 2028
Year five: JULY 10, 2028 THROUGH JULY 9, 2029

2. PRICING:
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2 A. Per the aforementioned Council Resolution, the annual estimated amount of the AGREEMENT is $120,000. The total amount paid by CITY to VENDOR over the full term of the AGREEMENT shall not exceed $600,000.

B. Pricing during AGREEMENT Year one shall be as set forth in Exhibit C Pricing, attached hereto and made a part hereof by this reference.

C. Pricing shall remain firm for the first year of the AGREEMENT.

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

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

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

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

6. AMENDMENTS: No changes to this AGREEMENT shall be effective unless mutual agreement of the parties or the sole discretion of the City.

7. TERMINATION:

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

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

8. INSPECTION: All GOODS are subject to inspection and test by the City for compliance with specifications as included herein, within a reasonable time after delivery. In the event GOODS are defective or not in conformity with this AGREEMENT or CITY’s purchase order, the CITY shall have the rights to either reject the GOODS or require correction. Defective articles or services shall be removed from CITY premises and/or corrected by and at the expense of VENDOR; provided that should the VENDOR fail, 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) #6..
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3 days, the difference between the prices named in the contract or purchase order and the actual cost thereof to the CITY. In the event that the VENDOR fails to make prompt delivery as specified for any item, the same conditions as to the rights of the CITY to purchase in the open market and to reimbursement set forth above shall apply, except when delivery is delayed by fire, strike, freight embargo, or Act of God or the government. Cost of inspection or deliveries or offers for delivery, which do not meet specifications, will be borne by the Bidder. Failure by CITY to inspect and accept or reject shall not relieve the VENDOR from responsibility for compliance with specifications. Final acceptance shall be conclusive except as regards to latent defects, fraud, or such gross mistakes as amount to fraud.

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

10. SHIPMENT: Unless otherwise authorized by CITY’s Purchasing Division, GOODS shall be delivered F.O.B. Destination Freight Prepaid and Included in Price of GOODS. VENDOR may not collect freight collect or charge shipping expenses otherwise to CITY. Original receipted freight bill must accompany the invoice. Shipment must be made within the time stated on Purchase Order, failing which CITY reserves the right to purchase elsewhere and charge VENDOR with any loss incurred, unless delay in making shipment is due to unforeseeable causes beyond the control and without the fault or negligence of VENDOR.

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

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

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

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

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

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

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

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

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

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

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

CONTRACTOR: Josh Ahart, Account Manager
Cencal Napa Auto & Truck Parts, Inc
615 Kansas Ave, STD D
Modesto, CA 95351
Phone: (209) 281-6887
Email: [email protected]

CITY: Kim Presson, Buyer
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5 City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Phone: (209) 577-5375
[email protected]
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. 2024-____ adopted by the Council of the City of Modesto on the _______ day of ______________, 2024 and Cencal Auto and Truck Parts has caused this Agreement to be duly executed. #6..
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BY: ________________________________________ BY: ________________________________________ VENDOR –

NAME/TITLE -DATE
DEANNA CHRISTENSEN –

DIRECTOR OF FINANCE -DATE
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

July 9, 2024
Date: June 25, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: DeAnna Christensen, Director of Finance
SUBJECT: Equipment and Vehicle Parts and Service Agreements – CenCal Auto and Parts and Rush Truck Centers
CONTACT: Dianne Love, Purchasing Manager, [email protected], 209-571-5164 DESCRIPTION:

Consider approving the Purchasing Agreements for the purchase of Equipment and Vehicle Parts and Services with CenCal Auto and Truck Parts, Modesto, CA and Rush Truck Center, Ceres, CA for a total amount not to exceed $1,000,000 over five years. (Funding Source: Fleet Fund, Outside Service Agreements)
STRATEGIC PLAN ELEMENT:

This item supports the City of Modesto 2020-2025 Strategic Plan Focus of Governance and Service Delivery under goal H: Achieve Financial Sustainability.

BACKGROUND:

The City Fleet Services Division services and maintains 1,583 in-service vehicles, heavy equipment, buses, fire trucks, trailers and other miscellaneous equipment for all areas of the City. Each vehicle or piece of equipment has countless parts to make the unit 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. Downtime 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, locally and at competitive pricing. Fleet Services constantly performs their own price checks on items that are purchased and will strictly abide by all City policies as they pertain to cost limitations, repetitive orders and order splitting.

Prior to 2018, the City staff utilized citywide blanket purchase orders to purchase these essential fleet parts. Experience over several fiscal years shows the blanket purchase orders for these #6..
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City Council, July 9, 2024
Equipment and Vehicle Parts and Service Agreements – CenCal Auto and Parts and Rush Truck Centers

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vendors have consistently exceeded the $50,000 threshold. Additionally, even with the recent Modesto Municipal Code change to increase the limit to $100,000, with the increase in inflation, increase in fleet inventory, and supply and demand, the spending limits will eventually reach the Council authority limits.

On September 24, 2019, under Resolution 2019-415, Council approved Purchasing Agreements for equipment and vehicle parts to Motor Parts Distribution, Modesto CA, Napa Modesto Auto and Truck Parts, Modesto, CA, Interstate Truck Center, Turlock, CA and Fleet Pride Inc., Modesto, CA for a one year agreement with four one-year extension options, for an estimated annual cost not to exceed $100,000, $60,000, $100,000 and $75,000, respectively; for a combined annual estimated cost of $335,000 for a total combined authorization limit of $1,675,000 over five years. Note that CenCal Napa Auto Parts was previously named Napa Modesto Auto Parts. City staff intend to bring forward additional new agreements with the remaining local vendors once the price analysis is complete. Napa Modesto Auto and Truck Parts changed their business name to CenCal Auto and Truck Parts, but for the other two local vendors, the Purchasing Division is still performing a price analysis to evaluate entering into a new agreement.

DISCUSSION:

On June 3, 2024, the City Manager authorized the Purchasing Manager to solicit the procurement for vehicle auto parts.

CenCal Auto and Truck Parts
On February 4, 2021, Sourcewell issued Request for Proposal (RFP) 032521- Genuine Parts Company (GPC) dba NAPA Auto Parts under Contract No. 051321 for vehicle parts and supplies on the USA Today, South Carolina’s The State, Sourcewell Procurement Portal. On March 25, 2021, proposals were opened electronically through the Sourcewell Procurement Portal. Seventeen (17) proposals were received and based on the Committee criteria which was based on conformance to RFP Requirements, pricing, financial viability and marketplace success, ability to sell and deliver service and warranty, four (4) contracts were awarded for this commodity, which included CenCal Auto and Truck Parts. Based on the responsible proposer offering the highest scoring, City staff recommends awarding to CenCal Auto and Truck Parts for the purchase of vehicle parts, supplies, and services for a two-year agreement with three one-year extension options at an estimated annual cost not to exceed $120,000, and $600,000 over five years.

Rush Truck Centers
On October 20, 2020, OMNIA Partners issued Request for Proposal (RFP) 25-20 under Master Agreement No. #05-47 for heavy equipment, diesel truck, bus parts, and related goods and services on the USA Today and National Cooperative Purchasing Alliance website. On November 19, 2020, proposals were opened electronically through the National Cooperative Purchasing Alliance website. Two (2) proposals were received and based on the Committee criteria which was based on pricing, ability to service contract, references, technology, value added products and services, two (2) contracts were awarded for this commodity, which included Rush Truck Center. Based on the responsible proposer offering the highest scoring, City staff recommends to award to Rush Truck Center to purchase vehicle parts, supplies, and services for a two-year agreement with three one-year extension options at an estimated annual cost not to exceed $80,000, and $400,000 over five years. #6..
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City Council, July 9, 2024
Equipment and Vehicle Parts and Service Agreements – CenCal Auto and Parts and Rush Truck Centers

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Sourcewell and OMNIA Partners are cooperative agencies which streamlines the procurement process by developing RFPs for national competitive solicitations that meet or exceed local requirements. The competitive process is continually refined to best meet agency needs and allows Sourcewell and OMNIA Partners to offer exceptional products from nationally acclaimed vendors.

Modesto Municipal Code Section 8-3.203 generally requires all purchases that meet or exceed $100,000 for material, equipment, or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, in her discretion, determines that a process other than the formal bid procedure set for in Section 8-3.203 will result in a procurement for the City at the lowest possible cost commensurate with the desired quality.” In addition, MMC 8-3.202(h) encourages the Purchasing Manager to join with the State of California or other units of government in cooperative purchasing plans when the best cost savings interest of the City would be served.

By utilizing Sourcewell and OMNIA Partners, the City is complying with the requirements defined under this code for vehicle parts and supplies.

FISCAL IMPACT:

Sufficient funds are budgeted in Fiscal Year (FY) 2024-25 to support the cost of these agreements. The primary funding source for these agreements will be funded by the Fleet Fund and secondary funding sources which include the outside service agreements such as fire service contracts and Stanislaus Regional Transit Authority. An increase is being recommended for the new agreements due to anticipated inflation increases as well as new fleet vehicles that will be added to the City’s inventory with the addition or increase of City programs funded through Measure H, which required the purchase of new vehicles.

Below is a summary of the last three years of spending for the two vendors and includes both parts and services.

Year Rush Truck Center CenCal Auto Parts
1 $ - $ 24,911
2 $ 1,062 $ 24,424
3 $ 68,891 $ 128,892
4 $ 96,397 $ 38,649
Total $ 166,350 $ 216,876
COMMITTEE RECOMMENDATION:

This item was presented at the June 24, 2024, Finance Committee and approved to move forward to Council.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving the Purchasing Agreements utilizing the Competitive Bidding Process from Sourcewell and OMNIA Partners for the purchase of Equipment and Vehicle Parts and Services with CenCal Auto and Truck Parts, Modesto, CA and Rush Truck Center, Ceres, CA for a two-year Agreement with three (3) one-year extension options, for an annual combined #6..
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City Council, July 9, 2024
Equipment and Vehicle Parts and Service Agreements – CenCal Auto and Parts and Rush Truck Centers

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estimated amount of $200,000 and a total amount not to exceed $1,000,000 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. Resolution

2. Agreement - CenCal Auto and Truck Parts

3. Exhibit B 032521-GPC – Napa

4. Exhibit C 032521-GPC - CenCal Napa Pricing Information

5. Scoring Abstract – CenCal

6. Agreement#276495 Rush Truck Center – Parts

7. Agreement#276986 Rush Truck Center – Service

8. Exhibit B Rush Enterprises Response

9. Exhibit C -Rush Parts

10. Exhibit C -Rush Service

11. Scoring Abstract – Rush Truck Center
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032521-GPC
Rev. 10/2020 1
Solicitation Number: RFP #032521

CONTRACT
This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Genuine Parts Company dba NAPA Auto Parts, 2999 Wildwood Parkway, Atlanta, GA 30339 (Vendor).

Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada.

Sourcewell issued a public solicitation for Aftermarket Vehicle Parts and Supplies from which Vendor was awarded a contract.

Vendor desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell’s cooperative purchasing contracts (Participating Entities).

1. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.

B. EXPIRATION DATE AND EXTENSION. This Contract expires May 19, 2025, unless it is cancelled sooner pursuant to Article 22. This Contract may be extended up to one additional one-year period upon request of Sourcewell and with written agreement by Vendor.

C. SURVIVAL OF TERMS. Articles 11 through 14 survive the expiration or cancellation of this Contract.

2. EQUIPMENT, PRODUCTS, OR SERVICES
A. EQUIPMENT, PRODUCTS, OR SERVICES. Vendor will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above.

Vendor’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract.

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032521-GPC
Rev. 10/2020 2
All Equipment and Products provided under this Contract must be new/current model or remanufactured to OEM standards. Vendor may offer close-out or refurbished Equipment or Products if they are clearly indicated in Vendor’s product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity’s site.

This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed.

B. WARRANTY. All Equipment and Products supplied pursuant to the Contract are subject to the terms of written warranties provided by the manufacturer of each Product and Equipment, and Vendor shall use reasonable commercial efforts to assist the Member in processing all warranty claims that the Member may have against a manufacturer. The manufacturer’s warranty will be the sole and exclusive remedy of the Member in connection with any claims concerning the Products and Equipment supplied pursuant to the Contract. ALL OTHER

WARRANTIES, BOTH EXPRESS AND IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED. Copies of the manufacturers’ warranties are available to the Member upon request. Vendor will pass through all available warranty benefits from the applicable manufacturer to the Member to the extent permitted by contract or law.

C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution, Vendor will make available to Sourcewell a means to validate or authenticate Vendor’s authorized dealers, distributors, and/or resellers relative to the Equipment, Products, and Services related to this Contract. This list may be updated from time-to-time and is incorporated into this Contract by reference. It is the Vendor’s responsibility to ensure Sourcewell receives the most current version of this list.

3. PRICING
All Equipment, Products, or Services under this Contract will be priced as stated in Vendor’s Proposal.

When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity’s total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity’s requested delivery location.

Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase.

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Rev. 10/2020 3
A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Vendor must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Participating Entities.

Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery.

Vendor must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition.

Sourcewell may declare the Vendor in breach of this Contract if the Vendor intentionally delivers substandard or inferior Equipment or Products. In the event that any Product or Equipment does not conform to the manufacturer’s warranty, the Member may return such Product or Equipment to Vendor and Vendor will process the Member’s warranty claim with the manufacturer of the defective Product or Equipment. After the manufacturer has accepted the claim from Vendor, Vendor, as the Member’s sole and exclusive remedy and Vendor’s sole liability, shall either, at its option: (i) replace the defective Product or Equipment with a conforming Product or Equipment; (ii) repair the defective Product or Equipment; or (iii) issue a credit or refund for the price of the Product or Equipment.

B. SALES TAX. Each Participating Entity is responsible for supplying the Vendor with valid taxexemption certification(s). When ordering, a Participating Entity must indicate if it is a taxexempt entity.

C. HOT LIST PRICING. At any time during this Contract, Vendor may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract.

When Vendor determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below.

Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities.

4. PRODUCT AND PRICING CHANGE REQUESTS
Vendor may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Contract Administrator. This form is available from the assigned Sourcewell Contract Administrator. At a minimum, the request must:

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x Identify the applicable Sourcewell contract number; x Clearly specify the requested change; x Provide sufficient detail to justify the requested change; x Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and x Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged.

A fully executed Sourcewell Price and Product Request Form will become an amendment to this Contract and be incorporated by reference.

5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS A. PARTICIPATION. Sourcewell’s cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities.

The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity’s authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Vendor understands that a Participating Entity’s use of this Contract is at the Participating Entity’s sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source.

Vendor is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract.

B. PUBLIC FACILITIES. Vendor’s employees may be required to perform work at governmentowned facilities, including schools. Vendor’s employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws.

6. PARTICIPATING ENTITY USE AND PURCHASING
A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Vendor that it intends to access this

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Contract; however, order flow and procedure will be developed jointly between Sourcewell and Vendor. Typically, a Participating Entity will issue an order directly to Vendor. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration of this Contract; however, Vendor performance, Participating Entity payment, and any applicable warranty periods or other Vendor or Participating Entity obligations may extend beyond the term of this Contract.

Vendor’s acceptable forms of payment are included in Attachment A. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity.

B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Vendor, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entitles may require the use of a Participating Addendum; the terms of which will be worked out directly between the Participating Entity and the Vendor. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract.

C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements (such as e-commerce specifications, specialized delivery requirements, or other specifications and requirements) not addressed in this Contract, the Participating Entity and the Vendor may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement.

D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Vendor in the event of any of the following events:

1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the goods to be purchased;

2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity’s requirements; or

3. Vendor commits any material breach of this Contract or the additional terms agreed to between the Vendor and a Participating Entity.

E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity’s order will be determined by the Participating Entity making the purchase.

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7. CUSTOMER SERVICE
A. PRIMARY ACCOUNT REPRESENTATIVE. Vendor will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for:
x Maintenance and management of this Contract; x Timely response to all Sourcewell and Participating Entity inquiries; and x Business reviews to Sourcewell and Participating Entities, if applicable.

B. BUSINESS REVIEWS. Vendor must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, supply issues, customer issues, and any other necessary information.

8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Vendor must provide a contract sales activity report (Report) to the Sourcewell Contract Administrator assigned to this Contract. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Vendor must submit a report indicating no sales were made).

The Report must contain the following fields: x Customer Name (e.g., City of Staples Highway Department); x Customer Physical Street Address; x Customer City; x Customer State/Province; x Customer Zip Code; x Customer Contact Name; x Customer Contact Email Address; x Customer Contact Telephone Number; x Sourcewell Assigned Entity/Participating Entity Number; x Item Purchased Description; x Item Purchased Price; x Sourcewell Administrative Fee Applied; and x Date Purchase was invoiced/sale was recognized as revenue by Vendor.

B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Vendor will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Vendor may not charge Participating Entities more than the contracted

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price to offset the Administrative Fee.

The Vendor will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Participating Entities under this Contract during each calendar quarter. Payments should note the Vendor’s name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above “Attn: Accounts Receivable” or remitted electronically to Sourcewell’s banking institution per Sourcewell’s Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter.

Vendor agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract.

In the event the Vendor is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Vendor in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract’s expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date.

9. AUTHORIZED REPRESENTATIVE
Sourcewell's Authorized Representative is its Chief Procurement Officer.

Vendor’s Authorized Representative is the person named in the Vendor’s Proposal. If Vendor’s Authorized Representative changes at any time during this Contract, Vendor must promptly notify Sourcewell in writing.

10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant this Agreement are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract. Audit results will be based upon overcharges and undercharges being combined to determine the net impact.

B. ASSIGNMENT. Neither the Vendor nor Sourcewell may assign or transfer any rights or obligations under this Contract without the prior consent of the parties and a fully executed assignment agreement. Such consent will not be unreasonably withheld.

C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been fully executed by the parties.

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D. WAIVER. If either party fails to enforce any provision of this Contract, that failure does not waive the provision or the right to enforce it.

E. CONTRACT COMPLETE. This Contract contains all negotiations and agreements between Sourcewell and Vendor. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. For any conflict between the attached Proposal and the terms set out in Articles 1-22, the terms of Articles 1-22 will govern.

F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master-servant, or principal-agent.

11. LIABILITY
Vendor must indemnify, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including reasonable attorneys’ fees, arising out of the negligent acts or omissions or intentional misconduct of Vendor or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have arisen from such negligence or intentional misconduct.

12. GOVERNMENT DATA PRACTICES
Vendor and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Vendor under this Contract.

If the Vendor receives a request to release the data referred to in this article, the Vendor must immediately notify Sourcewell and Sourcewell will assist with how the Vendor should respond to the request.

13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY

1. Grant of License. During the term of this Contract:
a. Sourcewell grants to Vendor a royalty-free, worldwide, non-exclusive right and license to use the Trademark(s) provided to Vendor by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell’s relationship with Vendor.
b. Vendor grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Vendor’s Trademarks in advertising and promotional materials for the purpose of marketing Vendor’s relationship with Sourcewell.

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2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to its and their respective distributors, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Parties’ relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article.

Each party will be responsible for any breach of this Article by any of their respective sublicensees.

3. Use; Quality Control.
a. Sourcewell must not alter Vendor’s Trademarks from the form provided by Vendor and must comply with Vendor’s removal requests as to specific uses of its trademarks or logos.
b. Vendor must not alter Sourcewell’s Trademarks from the form provided by Sourcewell and must comply with Sourcewell’s removal requests as to specific uses of its trademarks or logos.
c. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party’s Trademarks only in good faith and in a dignified manner consistent with such party’s use of the Trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated.
d. The licenses granted under this Section 13 are subject to the respective intellectual property usage guidelines and terms and conditions of each party.

4. Vendor agrees to provide an indemnity for intellectual property claims based on intellectual property rights owned by Vendor, but cannot provide a direct copyright, trademark, or patent indemnity for the Products or Equipment supplied pursuant to the Contract, as Vendor does not manufacture the Products or Equipment. Vendor agrees to use commercially reasonable efforts to assist the Member in processing any infringement claim against the applicable manufacturer.

5. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party’s name or logo (excepting Sourcewell’s pre-printed catalog of vendors which may be used until the next printing). Vendor must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell’s written directions.

B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Vendor individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract.

C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Materials should be sent to the Sourcewell Contract Administrator assigned to this Contract.

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D. ENDORSEMENT. The Vendor must not claim that Sourcewell endorses its Equipment, Products, or Services.

14. GOVERNING LAW, JURISDICTION, AND VENUE
Minnesota law governs this Contract. Venue for all legal proceedings out of this Contract, or its breach, must be in the appropriate state court in Todd County or federal court in Fergus Falls, Minnesota.

15. FORCE MAJEURE
Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party’s reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default.

16. SEVERABILITY
If any provision of this Contract is found to be illegal, unenforceable, or void then both Sourcewell and Vendor will be relieved of all obligations arising under such provisions. If the remainder of this Contract is capable of performance, it will not be affected by such declaration or finding and must be fully performed.

17. PERFORMANCE, DEFAULT, AND REMEDIES
A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows:

1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Vendor will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties.

2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Vendor may escalate the resolution of the issue to a higher level of management. The Vendor will have 30 calendar days to cure an outstanding issue.

3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Vendor must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Vendor fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed will be borne by the Vendor.

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B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default:

1. Nonperformance of contractual requirements, or

2. A material breach of any term or condition of this Contract.

Written notice of default and a reasonable opportunity to cure must be issued by the party claiming default. Time allowed for cure will not diminish or eliminate any liability for direct damages. If the default remains after the opportunity for cure, the non-defaulting party may: x Exercise any remedy provided by law or equity, or x Terminate the Contract or any portion thereof, including any orders issued against the Contract.

18. INSURANCE
A. REQUIREMENTS. At its own expense, Vendor must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better, with coverage and limits of insurance not less than the following:

1. Workers’ Compensation and Employer’s Liability. Workers’ Compensation: As required by any applicable law or regulation.

Employer's Liability Insurance: must be provided in amounts not less than listed below:

Minimum limits:
$500,000 each accident for bodily injury by accident
$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease

2. Commercial General Liability Insurance. Vendor will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office (“ISO”) Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract.

Minimum Limits:
$1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury
$2,000,000 aggregate for Products-Completed operations
$2,000,000 general aggregate

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3. Commercial Automobile Liability Insurance. During the term of this Contract, Vendor will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent.

Minimum Limits:
$1,000,000 each accident, combined single limit

4. Umbrella Insurance. During the term of this Contract, Vendor will maintain umbrella coverage over Workers’ Compensation, Commercial General Liability, and Commercial Automobile.

Minimum Limits:
$2,000,000

5. Network Security and Privacy Liability Insurance. During the term of this Contract, Vendor will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Vendor’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data – including but not limited to, confidential or private information, transmission of a computer virus, or denial of service.

Minimum limits:
$2,000,000 per occurrence
$2,000,000 annual aggregate
Failure of Vendor to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default.

B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Vendor must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Contract Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf.

Failure to request certificates of insurance by Sourcewell, or failure of Vendor to provide certificates of insurance, in no way limits or relieves Vendor of its duties and responsibilities in this Contract.

C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Vendor agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Vendor’s commercial

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general liability insurance policy with respect to liability arising out of activities, “operations,” or “work” performed by or on behalf of Vendor, and products and completed operations of Vendor but only to the extent of Vendor’s indemnity obligations under the Contract. The policy provision(s) or endorsement(s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds but only to the extent of Vendor’s indemnity obligations under the Contract.

D. WAIVER OF SUBROGATION. Vendor waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Vendor or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Vendor or its subcontractors. Where permitted by law, Vendor must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors.

E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self-insured retention.

19. COMPLIANCE
A. LAWS AND REGULATIONS. Vendor will comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold. B. LICENSES. Vendor must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Vendor conducts with Sourcewell and Participating Entities.

20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION
Vendor certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Vendor declares bankruptcy, Vendor must immediately notify Sourcewell in writing.

Vendor certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject

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matter of this Contract. Vendor further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time.

21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER

UNITED STATES FEDERAL AWARDS OR OTHER AWARDS
Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may also require additional requirements based on specific funding specifications provided that any such additional requirements must be accepted in writing by Vendor for any such requirements to be binding on Vendor. Within this Article, all references to “federal” should be interpreted to mean the United States federal government. The following list only applies in the event that (i)a Participating Entity will access Vendor’s Equipment, Products, or Services with United States federal funds, and (ii) Vendor has provided its prior written consent.

A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60-

1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 C.F.R. § 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause is incorporated herein by reference.

B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by nonfederal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that

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each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Vendor must be in compliance with all applicable Davis-Bacon Act provisions.

C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5).

Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above.

D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above.

E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Vendor certifies that during the term of this Contract will comply with applicable requirements as referenced above.

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F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.

G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Vendors must file any required certifications. Vendors must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Vendors must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Vendors must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352).

H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Vendor must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Vendor further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Vendor must endeavor to comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.

J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Vendor must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition.

K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Vendor agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Vendor that are directly pertinent to Vendor’s discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right

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032521-GPC
Rev. 10/2020 17
also includes timely and reasonable access to Vendor’s personnel for the purpose of interview and discussion relating to such documents.

L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

22. CANCELLATION
Sourcewell or Vendor may cancel this Contract at any time, with or without cause, upon 60 days’ written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Vendor’s Proposal.

Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation.

Sourcewell Genuine Parts Company dba
NAPA Auto Parts
By: __________________________ By: __________________________ Jeremy Schwartz Jett Kuntz
Title: Chief Procurement Officer Title: Vice President of IBS Fleet & Government
Date: ________________________ Date: ________________________ Approved:

By: __________________________
Chad Coauette
Title: Executive Director/CEO
Date: ________________________

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Bid Number: RFP 032521 Vendor Name: Genuine Parts Company dba NAPA auto Parts

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Bid Number: RFP 032521 Vendor Name: Genuine Parts Company dba NAPA auto Parts

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Bid Number: RFP 032521 Vendor Name: Genuine Parts Company dba NAPA auto Parts

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Bid Number: RFP 032521 Vendor Name: Genuine Parts Company dba NAPA auto Parts

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Bid Number: RFP 032521 Vendor Name: Genuine Parts Company dba NAPA auto Parts Table 15: Industry Specific Questions
Line
Item Question Response * 86 If you are awarded a contract, provide a few examples of internal metrics that will
be tracked to measure whether you are
having success with the contract.

Below are several examples of internal metrics that we will track to optimize our contract growth strategies, if awarded:

Overall Contract Member Purchases - our contract reporting system will track overall Sourcewell contract member purchases by agency to ensure contract compliance, contract adoption and overall Sourcewell member satisfaction.

Market Coverage - we can identify where we have an active Sourcewell contract presence across our US and Canada markets and pinpoint opportunities for new market growth over the course of the contract.

Sourcewell Account Registrations - new Sourcewell member contracts are identified in our reporting system so we can promote growth of the total number of participating entities utilizing the NAPA contract and partnership.

Contract Segmentation - we will break out Sourcewell member purchases into industry verticals to identify opportunities to grow in segments where we may be stagnant and develop specific marketing materials to drive new contracts in underutilized categories.
* 87 Describe any electronic service
programming subscriptions and service
information provided within your proposal
along with any associated costs.

NAPA does not provide any electronic service programming subscriptions under the scope of this proposal. * 88 Describe your ability to provide customized reports of historical purchases
and participating entities accounts payable
management.

Through our Vistex and Qlik reporting software and our dedicated finance, accounting and reporting teams at NAPA headquarters and locally in our operations, NAPA provides customized reporting for hundreds of government and private sector customers on a quarterly basis or as needed by the Sourcewell member, generally within 30 to 45 days after a quarter has ended. Reporting is customizable for each member, so NAPA remains flexible in the format and timing of reporting to meet each customer's needs on a case-by-case basis; the reporting described above is the standard base level that NAPA provides.

On an ad-hoc basis, NAPA can provide a specific Sourcewell member with SKUlevel data over a specific timeframe and our team is also available to provide an indepth spending analysis comparing them to other government agencies of similar size and makeup. * 89 Describe any online parts catalog and ordering capabilities that can be provided
or are included. If applicable, identify any
additional costs associated with this
service.

Our NAPA parts catalog, consisting of more than 465,000 SKUs, is all available online to Sourcewell members. The following are a few of the most common digital methods used to order from us: • NAPA Prolink: NAPA Prolink is another exclusive online ordering and messaging system for customer shops to order NAPA branded parts from our stores or distribution centers. It gives the customer direct digital access to our catalog of more than 500,000 SKUs, all available on this contract. • Enterprise E-Procurement/Punchout: NAPA has the capability to provide digital cataloging through punchouts and EDI interfaces placed directly within a customer's enterprise procurement system. On our e-commerce website, www.NAPAIBIZ.com, we show companies that use large eProcurement programs how to register with NAPA to access our NAPA catalog. Platforms supported include Ariba, SAP, Oracle, Epicor, Ketera, Jaggaer, Proactis/Perfect Commerce, Coupa and more. We also offer digital warehousing solutions with JD Edwards and Manhattan products.

There is no fee associated with the use of NAPA's online cataloging or NAPA Prolink. Enterprise software integrations, if required by the customer, could have nominal costs that are negotiated on a case-by-case basis before implementing any solutions.
* 90 Identify the vehicle makes for which your
offered parts are used.

NAPA provides replacement parts for all light- and heavy-duty makes and models across the US and Canada. * 91 Identify the vehicle engine types for which your products are manufactured (e.g.,
gasoline, diesel, CNG, propane, hybrid,
electric, etc.)
NAPA provides replacement parts for all engine types across the US and Canada. *

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Bid Number: RFP 032521 Vendor Name: Genuine Parts Company dba NAPA auto Parts Exceptions to Terms, Conditions, or Specifications Form Only those Proposer Exceptions to Terms, Conditions, or Specifications that have been accepted by Sourcewell have been incorporated into the contract text.

Documents
Ensure your submission document(s) conforms to the following:

1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided.

2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. It is your sole responsibility to ensure that the uploaded document(s) are not either defective, corrupted or blank and that the documents can be opened and viewed by Sourcewell.

3. Sourcewell may reject any response where any document(s) cannot be opened and viewed by Sourcewell.

4. If you need to upload more than one (1) document for a single item, you should combine the documents into one zipped file. If the zipped file contains more than one (1) document, ensure each document is named, in relation to the submission format item responding to. For example, if responding to the Marketing Plan category save the document as "Marketing Plan." Financial Strength and Stability - Question #9 - Genuine Parts Company 2019 Annual Report.pdf - Wednesday March 24, 2021 12:26:37
Marketing Plan/Samples - Question #32 - Marketing Materials.pdf - Wednesday March 24, 2021 12:27:31 WMBE/MBE/SBE or Related Certificates - Question #39 - Corporate Sustainability Plan.pdf - Wednesday March 24, 2021 12:29:32
Warranty Information (optional)
Pricing - Pricing - US 9074 & Canada.pdf - Wednesday March 24, 2021 12:29:47 Upload Additional Document - Question #36 - Autotech Training Brochures.pdf - Wednesday March 24, 2021 12:30:11

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Bid Number: RFP 032521 Vendor Name: Genuine Parts Company dba NAPA auto Parts

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07/09/2024/Finance/DLove/Item 19 1 2024-262

MODESTO CITY COUNCIL
RESOLUTION NO. 2024-262

RESOLUTION APPROVING THE PURCHASING AGREEMENTS UTILIZING

THE COMPETITIVE BIDDING PROCESS FROM SOURCEWELL AND

OMNIA PARTNERS FOR THE PURCHASE OF EQUIPMENT AND VEHICLE

PARTS AND SERVICES WITH CENCAL AUTO AND TRUCK PARTS,

MODESTO, CA AND RUSH TRUCK CENTER, CERES, CA FOR A TWO-YEAR AGREEMENT WITH THREE (3) ONE-YEAR EXTENSION OPTIONS, FOR AN ANNUAL COMBINED ESTIMATED AMOUNT OF $200,000 AND A TOTAL AMOUNT NOT TO EXCEED $1,000,000 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 inservice vehicles, heavy equipment, buses, fire trucks, trailers and other miscellaneous equipment for all areas of the City; and
WHEREAS, each vehicle or piece of equipment has countless parts to make the unit function safely and efficiently; and
WHEREAS, 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 Downtime for any piece of equipment means that a crew or individual cannot perform their job duties and can adversely impact operations; and WHEREAS, on February 4, 2021, Sourcewell issued Request for Proposal (RFP) 032521- Genuine Parts Company (GPC) dba NAPA Auto Parts under Contract No. 051321 for vehicle parts and supplies on the USA Today, South Carolina’s The State, Sourcewell Procurement Portal; and
WHEREAS, on March 25, 2021, proposals were opened electronically through the Sourcewell Procurement Portal. Seventeen (17) proposals were received, and based on the Committee criteria which was based on conformance to RFP Requirements, #6..
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07/09/2024/Finance/DLove/Item 19 2 2024-262
pricing, financial viability and marketplace success, ability to sell and deliver service and warranty, four (4) contracts were awarded for this commodity, which included CenCal Auto and Truck Parts; and
WHEREAS, based on the responsible proposer offering the highest scoring, City staff recommends awarding to CenCal Auto and Truck Parts for the purchase of vehicle parts, supplies, and services for a two-year agreement with three one-year extension options at an estimated annual cost not to exceed $120,000, and $600,000 over five years; and
WHEREAS, on October 20, 2020, OMNIA Partners issued Request for Proposal (RFP) 25-20 under Master Agreement No. #05-47 for heavy equipment, diesel truck, bus parts, and related goods and services on the USA Today and National Cooperative Purchasing Alliance website; and
WHEREAS, on November 19, 2020, proposals were opened electronically through the National Cooperative Purchasing Alliance website and two (2) proposals were received, and based on the Committee criteria which was based on pricing, ability to service contract, references, technology, value added products and services, two (2) contracts were awarded for this commodity, which included Rush Truck Center; and WHEREAS, based on the responsible proposer offering the highest scoring, City staff recommends to award to Rush Truck Center to purchase vehicle parts, supplies, and services for a two-year agreement with three one-year extension options at an estimated annual cost not to exceed $80,000, and $400,000 over five years; and WHEREAS, Modesto Municipal Code Section 8-3.203 generally requires all purchases that meet or exceed $100,000 for material, equipment, or contractual services #6..
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07/09/2024/Finance/DLove/Item 19 3 2024-262
to be formally bid; However, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, in her discretion, determines that a process other than the formal bid procedure set for in Section 8-3.203 will result in a procurement for the City at the lowest possible cost commensurate with the desired quality.”; and
WHEREAS, MMC 8-3.202(h) encourages the Purchasing Manager to join with the State of California or other units of government in cooperative purchasing plans when the best cost savings interest of the City would be served and by utilizing the Sourcewell and OMNIA Partners, the City is complying with the requirements defined under this code for vehicle parts and supplies.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the Purchasing Agreements utilizing the competitive bidding process from Sourcewell and OMNIA Partners for the purchase of Equipment and Vehicle Parts and Services with CenCal Auto and Truck Parts, Modesto, CA and Rush Truck Center, Ceres, CA for a two-year Agreement with three (3) one-year extension options, for an annual combined estimated amount of $200,000 and a total amount not to exceed $1,000,000 over five years.

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

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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 $100,000 Unity Workflow review and pulled from Unity for routing via DocuSign.

PINS Approval Business License
Council Agenda Report 700 Form (for Consultants)
Signed or Unsigned Resolution W-9
Council Meeting Minutes (Only if unsigned
Resolution is provided)
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1 RUSH MEDIUM-DUTY TRUCK CENTERS OF CALIFORNIA, INC
ANNUAL AGREEMENT – SERVICES
AGREEMENT #276986
This agreement, hereinafter called AGREEMENT, made and entered into in the City of Modesto, State of California, this day of , 2024, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and Rush Medium-Duty Truck Center of California, Inc., a Delaware corporation registered to do business in California, hereinafter called CONTRACTOR.

W I T N E S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2024- authorizing an agreement for the purchase of fire fleet materials, supplies or equipment described herein the (the “GOODS”) to VENDOR, attached hereto as Exhibit “A” and made a part hereof, and WHEREAS, the CONTRACTOR provided a Cooperative Agreement #05-47 through Omnia Partners that best meets the CITY needs, attached hereto as Exhibit “B”, and made a part hereof, and WHEREAS, the CITY and CONTRACTOR shall enter into an agreement for the SHOP RATES SERVICES as described in (attached hereto as Exhibit “C”, and made a part hereof). NOW, THEREFORE, the parties hereto mutually agree as follows:

1. THE WORK:
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2 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 (THE “SERVICES”). b) CONTRACTOR shall do and perform the work contemplated hereby in a good workmanlike manner under the direction of the CITY Representative and in accordance with the terms of this AGREEMENT.
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 $40,000. The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $200,000. 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 attached hereto as Exhibit C.

2. CITY REPRESENTATIVE:

CITY Representative is Patrick Crowley, Senior Public Works Manager, phone: (209) 342-2274 email: [email protected].

The CITY Representative is not authorized to commit the CITY to changes in specifications, requirements, or scope of work, changes in price(s), period of performance or delivery date(s) or method of shipment. Changes of a contractual or business nature shall be effective only by written change to the AGREEMENT, issued by the City of Modesto, Purchasing Division.

3. CONTRACTOR CONTACT:

Neill Newton, Parts Manager
Phone (209) 857-7416 Cell: (209)585-7222
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3 Email: [email protected]

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: JULY 10, 2024 through JULY 9, 2025
ear 2: JULY 10, 2025 through JULY 9, 2026
Year 3: JULY 10, 2026 through JULY 9, 2027
Year 4: JULY 10, 2027 through JULY 9, 2028
Year 5: JULY 10, 2028 through JULY 9, 2029
Pricing as set forth in Exhibit “C” above shall remain firm for the first two years of the AGREEMENT.

Requests for price increases for any subsequent AGREEMENT years following the second year shall be negotiated through the Purchasing Division and shall be submitted by CONTRACTOR in writing, Sixty (60) days prior to the annual anniversary date of the AGREEMENT to be effective for the subsequent year.

5. LIABILITY INSURANCE:

The CONTRACTOR shall provide, at its own expense, and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the CITY as may be required by the City Clerk of the CITY. The policies or certificates thereof shall provide that, at least 30 days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the CITY via PINS Advantage Insurance Program, for all of the following stated insurance policies.
a. General Liability - insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. The insurance shall indicate on the certificate of insurance the following coverage and indicate the policy aggregate limit applying to: premises and operations; #6..
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4 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.

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.
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5 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, such acceptance not to be unreasonably withheld or delayed, and receipt of a properly prepared invoice, CITY will pay CONTRACTOR as set forth herein. The CITY is exempt from payment of Federal Excise Tax, and all invoices shall be exclusive of such excise tax. During the term of this Agreement, CITY agrees to establish and maintain an account with Interstate Billing Services (“IBS"), a third-party billing service, under which IBS invoices CITY on CONTRACTOR’s behalf and CITY submits payment to IBS for charges incurred by CITY under this Agreement. Payment terms shall be mutually agreed between CITY and IBS. In the event CITY’s agreement with IBS is terminated, payment will be due directly to CONTRACTOR on CITY’s receipt of an invoice from CONTRACTOR, unless otherwise agreed in writing by the parties.

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 #276986  Public Works Fleet Division, 1609 8th Street, Modesto, Ca 95354  Billing period  Service hours worked day and week  Unit price, extended price, sales tax and total #6..
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6 7. INDEMNITY; LIMITATION OF LIABILITY: The CONTRACTOR shall hold the CITY, its agents, officials, officers, employees, and volunteers (collectively, the “Indemnified Parties”), 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, brought or alleged against an Indemnified Party by a third party 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 (each, a “Claim”). 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. Notwithstanding the foregoing, CONTRACTOR does not agree to defend, indemnify, or hold harmless the Indemnified Parties for any Claim to the extent arising from the negligence or willful misconduct of any Indemnified Party. The indemnification obligations contained in this section are subject to the following: (a) prompt written notice must be given to CONTRACTOR of any such actual or threatened Claims, (b) CITY grants CONTRACTOR the sole control of the defense or settlement of any such Claim (provided that CONTRACTOR may not settle any claim without the consent of CITY where the settlement involves a remedy other than the payment of money), and (c) CITY will reasonably cooperate with CONTRACTOR, as CONTRACTOR reasonably requests, in defense of any Claim. Subject to the foregoing, the CITY will be entitled to participate in, but not control, the defense of such Claim and to employ counsel of its choice for such purpose; provided, however, that such employment will be at CONTRACTOR’s own expense.

Except for CONTRACTOR’s indemnification obligations for third party claims as set forth above, the parties agree that in the event of any claim, litigation, civil action or any other legal or administrative proceeding brought by one party against the other, neither party shall be entitled to recover any incidental or consequential damages as defined in the Uniform Commercial Code, including but not limited to indirect or special damages, loss of income or anticipated profits, or down-time, or any punitive damages. #6..
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7 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:

The work contemplated herein shall be commenced as immediately after the agreement administrator receives and has on file:

Proofs of insurance (approved by CITY Risk Manager); and Executed Agreement.
a. Resolution No.2024- ;
b. 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 15 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. #6..
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8 Failure to correct any non-performance shall allow the non-breaching party to terminate this AGREEMENT for cause on written notice to the breaching party.

Termination for Convenience: Either party may also terminate this AGREEMENT, at its own discretion and without cause on thirty (30) days advance written notice to the other party.

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. 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;
d. Complete performance of such part of the SERVICES as has not been terminated; e. Take such other actions as may be reasonably necessary, or as may be reasonably directed by the CITY for the protection and preservation of the SERVICES and/or property related to the SERVICES;
f. 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.
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9 CITY will pay CONTRACTOR for SERVICES actually completed prior to the receipt of the termination notice or otherwise completed in accordance with the notice of termination. The final payment to the CONTRACTOR after termination shall be limited to amounts due and owing under the AGREEMENT at time of termination, including the following:
a. The cost of settling and paying valid claims arising out of the termination of the SERVICES such as subcontractor agreements or contracts for materials; b. The AGREEMENT price allocable to the portion of the SERVICES properly performed or goods supplied to the work site by the CONTRACTOR as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the CONTRACTOR for such SERVICES.

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. WARRANTY:

CONTRACTOR warrants to CITY that all SERVICES performed by CONTRACTOR for CITY will be performed in a good and workmanlike manner in accordance with industry standards (“Services Warranty”). The Services Warranty is valid for a period of ninety (90) days from the date the SERVICE is completed and shall survive any inspection or acceptance of the SERVICES and payment therefor by CITY. VENDOR PROVIDES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, CONCERNING ITS SERVICES. If CITY gives CONTRACTOR notice of a warranty claim during the Services Warranty period set forth herein, CONTRACTOR shall, at its own cost and expense, promptly repair or re-perform all SERVICES that fail to conform to the foregoing warranties in an expeditious, professional, and economical manner. If CONTRACTOR fails to promptly correct any defective SERVICES after notification to CONTRACTOR and reasonable #6..
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10 opportunity to correct, the CONTRACTOR shall be in material breach of this Agreement. Any warranties on any Goods are limited only to any printed warranty provided by the applicable manufacturer of the Good. EXCEPT

FOR ANY SUCH WARRANTIES MADE BY MANUFACTURERS, THE GOODS ARE SOLD WITHOUT

ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EACH OF WHICH IS EXPRESSLY DISCLAIMED..

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 in the course of providing the SERVICES to the CITY on CITY premises due to the negligence or intentional misconduct of the CONTRACTOR, the CONTRACTOR will be required to make repairs immediately, at CONTRACTOR’s sole cost and expense, to the reasonable satisfaction of the CITY.

In the event that CONTRACTOR fails to promptly perform the necessary repairs, CONTRACTOR will be deemed to be in breach of this AGREEMENT.

17. NOTICES:
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11 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: Neill Newton
Parts Manager
Rush Medium-Duty Truck Centers of California, Inc.
1720 Herndon Road
Ceres, CA 95307
Phone: (209) 857-7416 Cell: (209) 585-7222
Email: [email protected]
With a copy to: Rush Enterprises, Inc.
555 IH35 South
New Braunfels, TX 78130
Attn: Mike Lyons
Phone: (830) 302-5286
Email: [email protected]
CITY: Kim Presson, Buyer
City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Phone: (209) 577-5375
Email: [email protected]
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. #6..
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12 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, 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 #6..
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13 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.

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.
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14 26. INDEPENDENT CONTRACTOR; NOT AGENT:

At all times during the term of this AGREEMENT, CONTRACTOR shall be an independent contractor and shall not be an employee of CITY. CITY shall have the right to control CONTRACTOR only insofar as the results of CONTRACTOR’s services rendered pursuant to this AGREEMENT. Except as City may specify in writing, CONTRACTOR shall have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent. CONTRACTOR shall have no authority, express or implied, pursuant to this AGREEMENT to bind City to any obligation whatsoever.

27. DRUG FREE WORKPLACE:

CONTRACTOR certifies that it is following and in compliance with Sections 8350 - 8355 of Chapter 5.5 of the Government Code, Drug Free Workplace Act whereby each person or organization awarded a contract/purchase order or grant for the procurement of any property or service from any state agency (city) shall certify to the contracting or granting agency that it will provide a drug free workplace.

28. ASSIGNMENT:

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. Notwithstanding the foregoing, CONTRACTOR may engage subcontractors to provide or assist CONTRACTOR in providing SERVICES under this AGREEMENT, in which case CONTRACTOR remains responsible for the fulfillment of its obligations under this AGREEMENT and for the performance of the SERVICES. CONTRACTOR will be further responsible for the acts and omissions of its subcontractors to the same extent as if done by CONTRACTOR directly and CONTRACTOR's use of a subcontractor in relation to any performance of the SERVICES shall not release CONTRACTOR from any of its obligations under this AGREEMENT.

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

33. PARTIAL INVALIDITY:

If any provision in this AGREEMENT is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
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16 IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attested by its City Clerk under authority of Resolution No. 2024-_______, adopted by the Council of the City of Modesto on the ______ day of , 2024 and Rush Medium-Duty Truck Center of California, Inc. has caused this Agreement to be duly executed.
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CITY OF MODESTO,
a municipal corporation
BY: ____________________________
JOSEPH P. LOPEZ, City Manager
ATTEST:
(Seal)
BY: ____________________________

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

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

BY: ____________________________
MATTHEW BRALEY, ARM-PE, Risk Manager
Federal ID # ___________
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Rush Truck Centers of Texas, LP
December 8, 2020
December 8, 2020
05-47
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XXXXXXXXXXX XXXXX XXXX
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New Braunfels
Texas
X
X
Kim Valadez
Director, Asset Management
Rush Enterprises
555 I.H. 35 South, Suite 500
New Braunfels
830-302-5691
Texas
[email protected]
78130
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Brian Dawes
National Account Manager
Rush Enterprises
555 I.H. 35 South, Suite 500
New Braunfels
864-497-3538
Texas
[email protected]
78130
Brian Dawes
National Account Manager
Rush Enterprises
555 I.H. 35 South, Suite 500
New Braunfels
864-497-3538
Texas
dawesb@rushenterprises
78130
X
X
X
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Rush Truck Centers of Texas, LP
NCPA Solicitation Number: 25-20
Tab 4 – Vendor Profile
Official Registered Nam and History
Rush Truck Centers of Texas, L.P. is a limited partnership formed in the state of Texas. Rush Truck Centers of Texas, L.P. has two partners: Rushtex, Inc. (a Delaware corporation) is the General Partner and Rushco, Inc. (a Delaware corporation) is the Limited Partner. Rushtex, Inc. and Rushco, Inc. are wholly owned subsidiaries of Rush Enterprises, Inc.

Rush Enterprises, formed in 1965, is a public company traded on NASDAQ under the symbols RUSHA and RUSHB.

Rush Enterprises owns and operates the largest network of heavy- and medium-duty truck dealerships in the United States. It sells and services leading truck and bus manufacturers including Peterbilt, Ford, Hino, Isuzu, Blue Bird, International and IC Bus at over 100 locations in 21 states. Rush operates more than 30 dealerships throughout the state of Texas. Rush Enterprises has over 6,000 employees, with more than 1,500 in Texas.

Rush Enterprises, Inc. operates its dealer network through state-based legal entities. A separate legal entity, with a separate tax id number, has been established for each state in which Rush operates, each of which is a wholly-owned subsidiary of Rush Enterprises.

RTC Texas is an authorized dealer in Texas for Peterbilt, Hino, Isuzu, Ford, Blue Bird, Collins Bus and Elkhart Bus.

Outside of Texas, Rush Enterprises operates dealership locations in 20 additional states that are licensed to sell International and Mitsubishi Fuso in addition to Peterbilt, Hino, Isuzu, Ford, IC Bus and Collins Bus.

Rush Enterprises enjoys a reputation of providing quality commercial vehicles and professional automotive service through professionally staffed and managed operations. The professionals at Rush dealerships are trained by manufacturers and expert automotive consultants in all aspects of financing motor vehicle sales and providing valuable risk management services.

As of September 30, 2020, Rush Enterprises had cash and cash equivalents on its balance sheet of over $259,543 million dollars, and, as of November 3, 2020, Rush Enterprises’ market cap was over $1.5 billion dollars. Additional financial information for Rush Enterprises can be found here: http://investor.rushenterprises.com/results.cfm. D&B Number Given that D&B numbers are issued by physical locations and give the large number of Rush locations, D&B numbers will be made available on request.

Organizational Chart
Brian Dawes, National Account Manager for Bus and Public Sector will be the main contact for this Contract. He reports to Robb Nixon, VP Aftermarket Sales. The Legal Contact for this contract will be Michael Lyons, Associate General Counsel. Lastly, Kim Valadez, Director Asset Management will assist in accounts payable. #6..
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Corporate Office Location
Our corporate office is located at 555 I.H. 35 South, Suite 500 New Braunfels Texas 78130. The key contacts are as follows:

Please see the attachment titled RTC Location Doc for all of our Dealership Location Information.

Standard Payment Terms
Our standard payment terms are NET 30.

Competition
Rush Truck Centers biggest competitors are the dealership that sell our competing brands such as:  Freightliner Dealerships  Mack Dealerships  Kenworth Dealerships  Volvo Dealerships Aftermarket National Account Sales Managers Market Segments/Regions Last Name First Name OE Brand Cell Phone Email Dawes Brian All 864-497-3538 [email protected] Bus/Public Sector/Municipality Regional Sales Manager
Pryor Tim Navistar 478-952-5253 [email protected] Georgia (South) Cummings Andy Navistar 708-906-0027 [email protected] Illinois, Indiana (Chicago Area) Watson Scott Navistar 801-259-5965 [email protected] Idaho/Utah Williams Herbie Navistar 804-296-5174 williamsh1@rushenterprises com Virgina Pangrazzi Rob Navistar 704-490-2559 [email protected] North Carolina Duncan Matt Navistar 217-821-6554 [email protected] Illinois, Missouri Matos Justin Navistar 331-625-4477 [email protected] Georgia (North) Lakins Justin Navistar 440-479-9100 [email protected] Ohio North, Akron, Cleveland & Columbus Engel Jimmy Navistar 513-372-8843 [email protected] Ohio South, Dayton, Cinncinnati & Lima Wade Brian Navistar 317-910-9522 [email protected] Indiana Starcher CR Peterbilt 830-837-8282 [email protected] Central Texas, San Antonio, Victoria, Austin, Austin North & Waco Cortez Magdalena Peterbilt 956-212-5397 [email protected] South Texas, Pharr, Brownsville, Cotulla, Laredo & Corpus Neumann Garrett Peterbilt 936-870-8149 [email protected] West Texas, New Mexico White Scott Peterbilt 214-425-5582 [email protected] Dallas, North Texas Bailey Kyle Peterbilt 720-550-1271 [email protected] Colorado & KC, MO Monge Fernando Peterbilt 949-296-5659 [email protected] California Jones Zach Peterbilt 919-933-0401 [email protected] California Asst RSM Provencher Jody Peterbilt 727-421-5244 [email protected] Florida & Mobile AL Poston Shane Peterbilt 936-443-7443 [email protected] Southeast Texas, Houston (All), Sealy, College Station, & Beaumont Wallace Ryan Peterbilt 903-649-2081 [email protected] Oklahoma Christopher Bobby Peterbilt 903-530-5600 [email protected] East Texas Adams Michael Peterbilt 303-817-7936 [email protected] Arizona, Nevada Wilson Adam Peterbilt 731-695-4676 [email protected] Tennesse, Kentucky #6..
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Rush Enterprise Difference
• Largest commercial vehicle dealer group in North America • 117 locations in 22 states
• 50% ownership of Rush Truck Centres of Canada,
14 International locations in Ontario
• Class 3-8 truck sales, full range of aftermarket solutions • Broad market segment coverage
• Largest dealer group for Peterbilt, Navistar,
Hino, Isuzu, growing with Ford
• Leasing and rental
• Finance and insurance services
• More than 5M square feet of
premium facilities
• Capabilities for all makes and models
• Aftermarket parts
• More than $250M parts inventory
• Genuine OEM and all-makes parts including proprietary Rig Tough and Premium Power powertrain parts
• Service and body shop
• 2,379 service bays, 2,071 technicians;
25 collision centers
• 463 mobile and embedded technicians
• CNG/LNG service capabilities
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Rushcare Service Connect
State-of-the-art online service communication system
• Provides on-demand, 360-degree view of service
process for vehicles in service departments
• 24/7 access to repair status
• Access to complete service history
of all work done at Rush Truck Centers
• Documented 2-way communication
• Out-of-network service tracking
• Fully functional on
mobile devices
• Available to customers
at no additional cost
Customer Service
• Rush Truck Centers
• 117 locations in 22 states
• Service and body shop
• 2,379 service bays, 2,071 technicians;
25 collision centers
• Rushcare Rapid Parts Call Center
• Nationwide network of local
parts professionals standing by
• 5,000 calls per day
• 96% answer rate
• 15-second average wait time
• Fast, personal and expert service
with extensive inventory
• OEM and aftermarket parts ready
for immediate pickup or delivery
• Brands you know and trust
in-stock at any location
• Dealership Hours Vary by Location
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Green Initiatives
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Vendor Certifications
Available upon request
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Tab 5 Products and Services  Buses – respondent must list the makes and models of buses they can provide parts and kits both OEM and aftermarkets brands.

OEM Parts  IC Bus  Bluebird Bus  Collins
Aftermarket  Thomas  Trucks – respondent must list the makes and models of trucks over two-ton capacity they can provide parts and kits for both OEM and aftermarket
OEM Parts  Navistar  Peterbilt  Mitsubishi FUSO  Isuzu  Hino  Ford  Cummins  CAT Aftermarket  Freightliner  Volvo  Mack  Kenworth  Heavy Construction Equipment – respondent must list the makes and models of construction equipment they can provide parts for both OEM and aftermarket
OEM Parts  CAT Engine  Cummins
Aftermarket  NA
See Product Line Card below
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Rush not only provides quality products, we also provide world class service. Service Discount off Door Rate will be quoted. #6..
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Rush Truck Centers of Texas, LP
Supplement
to
Required Clauses for Federal Funds Certifications
A. Certification of Compliance with Buy America Provisions Rush is a dealer, not a manufacturer, and will be required to check with applicable manufacturers of the products it sells to determine whether they meet Buy America provisions. As this could vary based on manufacturer and product, Rush cannot confirm in advance that products sold to the District meet the Buy America provisions. If required by the District, Rush will check with individual manufacturers at the time of purchase.

B. Disadvantaged Business Participation
To the extent Rush requires subcontractor assistance under this contract, Rush will consider all qualified candidates, including DBE certified businesses, for such work.
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Exhibit C
Description Labor Rate Discount Quoted Labor Rate
Hourly Shop Labor Rate $205.00 15% $174.25
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07/09/2024/Finance/DLove/Item 19 1 2024-262

MODESTO CITY COUNCIL
RESOLUTION NO. 2024-262

RESOLUTION APPROVING THE PURCHASING AGREEMENTS UTILIZING

THE COMPETITIVE BIDDING PROCESS FROM SOURCEWELL AND

OMNIA PARTNERS FOR THE PURCHASE OF EQUIPMENT AND VEHICLE

PARTS AND SERVICES WITH CENCAL AUTO AND TRUCK PARTS,

AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE

THE AGREEMENTS
WHEREAS, the City Fleet Services Division services and maintains 1,583 inservice vehicles, heavy equipment, buses, fire trucks, trailers and other miscellaneous equipment for all areas of the City; and
WHEREAS, each vehicle or piece of equipment has countless parts to make the unit function safely and efficiently; and
WHEREAS, 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 Downtime for any piece of equipment means that a crew or individual cannot perform their job duties and can adversely impact operations; and WHEREAS, on February 4, 2021, Sourcewell issued Request for Proposal (RFP) 032521- Genuine Parts Company (GPC) dba NAPA Auto Parts under Contract No. 051321 for vehicle parts and supplies on the USA Today, South Carolina’s The State, Sourcewell Procurement Portal; and
WHEREAS, on March 25, 2021, proposals were opened electronically through the Sourcewell Procurement Portal. Seventeen (17) proposals were received, and based on the Committee criteria which was based on conformance to RFP Requirements, #6..
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07/09/2024/Finance/DLove/Item 19 2 2024-262
pricing, financial viability and marketplace success, ability to sell and deliver service and warranty, four (4) contracts were awarded for this commodity, which included CenCal Auto and Truck Parts; and
WHEREAS, based on the responsible proposer offering the highest scoring, City staff recommends awarding to CenCal Auto and Truck Parts for the purchase of vehicle parts, supplies, and services for a two-year agreement with three one-year extension options at an estimated annual cost not to exceed $120,000, and $600,000 over five years; and
WHEREAS, on October 20, 2020, OMNIA Partners issued Request for Proposal (RFP) 25-20 under Master Agreement No. #05-47 for heavy equipment, diesel truck, bus parts, and related goods and services on the USA Today and National Cooperative Purchasing Alliance website; and
WHEREAS, on November 19, 2020, proposals were opened electronically through the National Cooperative Purchasing Alliance website and two (2) proposals were received, and based on the Committee criteria which was based on pricing, ability to service contract, references, technology, value added products and services, two (2) contracts were awarded for this commodity, which included Rush Truck Center; and WHEREAS, based on the responsible proposer offering the highest scoring, City staff recommends to award to Rush Truck Center to purchase vehicle parts, supplies, and services for a two-year agreement with three one-year extension options at an estimated annual cost not to exceed $80,000, and $400,000 over five years; and WHEREAS, Modesto Municipal Code Section 8-3.203 generally requires all purchases that meet or exceed $100,000 for material, equipment, or contractual services #6..
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07/09/2024/Finance/DLove/Item 19 3 2024-262
to be formally bid; However, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, in her discretion, determines that a process other than the formal bid procedure set for in Section 8-3.203 will result in a procurement for the City at the lowest possible cost commensurate with the desired quality.”; and
WHEREAS, MMC 8-3.202(h) encourages the Purchasing Manager to join with the State of California or other units of government in cooperative purchasing plans when the best cost savings interest of the City would be served and by utilizing the Sourcewell and OMNIA Partners, the City is complying with the requirements defined under this code for vehicle parts and supplies.

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

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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

This item supports the City of Modesto 2020-2025 Strategic Plan Focus of Governance and Service Delivery under goal H: Achieve Financial Sustainability.

BACKGROUND:

Prior to 2018, the City staff utilized citywide blanket purchase orders to purchase these essential fleet parts. Experience over several fiscal years shows the blanket purchase orders for these #6..
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Equipment and Vehicle Parts and Service Agreements – CenCal Auto and Parts and Rush Truck Centers

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DISCUSSION:

On June 3, 2024, the City Manager authorized the Purchasing Manager to solicit the procurement for vehicle auto parts.

Rush Truck Centers
On October 20, 2020, OMNIA Partners issued Request for Proposal (RFP) 25-20 under Master Agreement No. #05-47 for heavy equipment, diesel truck, bus parts, and related goods and services on the USA Today and National Cooperative Purchasing Alliance website. On November 19, 2020, proposals were opened electronically through the National Cooperative Purchasing Alliance website. Two (2) proposals were received and based on the Committee criteria which was based on pricing, ability to service contract, references, technology, value added products and services, two (2) contracts were awarded for this commodity, which included Rush Truck Center. Based on the responsible proposer offering the highest scoring, City staff recommends to award to Rush Truck Center to purchase vehicle parts, supplies, and services for a two-year agreement with three one-year extension options at an estimated annual cost not to exceed $80,000, and $400,000 over five years. #6..
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Equipment and Vehicle Parts and Service Agreements – CenCal Auto and Parts and Rush Truck Centers

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By utilizing Sourcewell and OMNIA Partners, the City is complying with the requirements defined under this code for vehicle parts and supplies.

FISCAL IMPACT:

Below is a summary of the last three years of spending for the two vendors and includes both parts and services.

Year Rush Truck Center CenCal Auto Parts
1 $ - $ 24,911
2 $ 1,062 $ 24,424
3 $ 68,891 $ 128,892
4 $ 96,397 $ 38,649
Total $ 166,350 $ 216,876
COMMITTEE RECOMMENDATION:

This item was presented at the June 24, 2024, Finance Committee and approved to move forward to Council.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving the Purchasing Agreements utilizing the Competitive Bidding Process from Sourcewell and OMNIA Partners for the purchase of Equipment and Vehicle Parts and Services with CenCal Auto and Truck Parts, Modesto, CA and Rush Truck Center, Ceres, CA for a two-year Agreement with three (3) one-year extension options, for an annual combined #6..
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Equipment and Vehicle Parts and Service Agreements – CenCal Auto and Parts and Rush Truck Centers

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Finance CommitteeMarch 24, 2025

Finance Committee
March 24, 2025