Modesto City Council
June 3, 2025

- Personnel shall be compensated according to Memorandum of Understanding, Personnel rules and regulations, and/or other directives that identify personnel compensation in the workplace.
- The Modesto Fire Department will maintain a current salary survey or acknowledgement of acceptance of the “Base Rate” on file with the California Governor’s Office of Emergency Services, Fire Rescue Division.
- Personnel will be compensated (portal to portal) beginning at the time of dispatch to the return to jurisdiction when equipment and personnel are in service and available for agency response.
- Fire Department response personnel include Fire Chief, Deputy Chief, Assistant Chief, Division Chief, Battalion Chief, Fire Captain, Lieutenant, Engineer, Apparatus Operator, Equipment Operator, Paramedic, EMT, Firefighter/Paramedic, Firefighter/EMT, Firefighter, Helicopter Pilot, Public Safety Business Services Analyst, Administrative Technician, Administrative Analyst, Administrative Office Assistant, and Dozer Operator.

FISCAL IMPACT:

There is no fiscal impact expected in the acceptance of these terms and conditions for reimbursements through the Cal OES Mutual Aid Reimbursement System. Reimbursements for Strike Team deployments are processed after each incident, with the highest volume occurring during the peak wildfire season (June through October). Reimbursement amounts will vary based on personnel numbers, rank, and deployment duration. The Salary Schedule, updated annually, determines the reimbursement rates.

COMMITTEE RECOMMENDATION:

This item was presented to the Safety and Communities Committee on May 12, 2025, and the Committee approved forwarding this item to Council for approval.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution identifying the terms and conditions required by Cal OES for Reimbursement of City costs for Modesto Fire Department’s response to incidents outside of the jurisdiction.

Approved by:

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

1. Resolution
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06/03/2025/Fire/KWise/ItemX 1 2025-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2025-XXX

RESOLUTION IDENTIFYING THE TERMS AND CONDITIONS REQUIRED

BY CAL OES FOR REIMBURSEMENT OF CITY COSTS FOR MODESTO FIRE DEPARTMENT’S RESPONSE TO INCIDENTS OUTSIDE OF THE

JURISDICTION
WHEREAS, the City of Modesto is a public agency located in the County of Stanislaus, State of California, and routinely responds to request for assistance to incidents outside the jurisdiction; and
WHEREAS, it is the City of Modesto’s desire to provide fair and legal payment to all its employees for time worked; and
WHEREAS, the City of Modesto has in its employ, Fire Department response personnel including: Fire Chief, Deputy Chief, Assistant Chief, Division Chief, Battalion Chief, Fire Captain, Engineer, Apparatus Operator, Equipment Operator, Paramedic, EMT, Firefighter/Paramedic, Firefighter/EMT, Firefighter, Helicopter Pilot, Public Safety Business Services Analyst, Administrative Technician, Administrative Analyst, Administrative Office Assistant, and Dozer Operator; and WHEREAS, the City of Modesto will compensate its employees portal to portal while in the course of their employment and away from their official duty station and assigned to an emergency incident, in support of an emergency incident, or prepositioned for emergency response; and
WHEREAS, the City of Modesto will compensate its employees overtime while in the course of their employment and away from their official duty station and assigned to an emergency incident, in support of an emergency incident, or pre-positioned for emergency response; and
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WHEREAS, personnel shall be compensated according to Memorandum of Understanding (MOU), Personnel Rules and Regulations, and/or other directive that identifies personnel compensation in the workplace; and WHEREAS, in the event a personnel classification does not have an assigned compensation rate, a “Base Rate” as set forth in an organizational policy, administrative directive or similar document will compensate such personnel; and WHEREAS, the Modesto Fire Department will maintain a current salary survey or acknowledgement of acceptance of the “base rate” on file with the California Governor’s Office of Emergency Services, Fire Rescue Division; and WHEREAS, personnel will be compensated (portal to portal) beginning at the time of dispatch to the return to jurisdiction when equipment and personnel are in service and available for agency response; and
WHEREAS, fire department response personnel includes: Fire Chief, Deputy Chief, Assistant Chief, Division Chief, Battalion Chief, Fire Captain, Lieutenant, Engineer, Apparatus Operator, Equipment Operator, Paramedic, EMT, Firefighter/Paramedic, Firefighter/EMT, Firefighter, Helicopter Pilot, Public Safety Business Services Analyst, Administrative Technician, Administrative Analyst, Administrative Office Assistant, and Dozer Operator.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby accepts the terms and conditions required by Cal OES for reimbursement of City costs for Modesto Fire Department’s response to incidents outside of the jurisdiction.
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The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 3rd day of June, 2025, by Councilmember ?, who moved its adoption, which motion being duly seconded by Councilmember ?, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers: ?
NOES: Councilmembers: ?
ABSENT: Councilmembers: ?
ATTEST:

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

BY:

JOSE M. SANCHEZ, City Attorney
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

June 3, 2025
Date: May 13, 2025
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Kevin Wise, Fire Chief
SUBJECT: Agreement with First Due - Fire and EMS Software CONTACT: Kevin Wise, Fire Chief, [email protected], 209-572-9590 DESCRIPTION:

Consider approving an Agreement with Locality Media, Inc dba First Due for Fire and EMS Software for a total amount not to exceed $525,754 for three (3) years. (Funding Source:

Emergency Medical Services Project (EMS) and Measure H Fund.) STRATEGIC PLAN ELEMENT:

This action supports the City of Modesto 2020-2025 Strategic Plan focus on quality of life under Goal A: Improve Community Safety by streamlining response times by interfacing with the new Computer Aided Dispatch System, providing occupancy and community details in real-time during emergency responses, allowing for fire prevention inspectors to conduct inspections and follow up through a singular platform to reduce fire risk, and provide detailed data insights on reporting to assist with decision making and unified command.

BACKGROUND:

The Modesto Fire Department (MFD) currently uses several disparate programs for occupancy management, pre-planning, scheduling, and reporting (Zoll Fire Reports Management System, Bryan L Drolet Consulting (BLD), and Crewsense). Zoll is the platform used for records management and they recently publicized their end of service date as December 31, 2025. For this reason, the department will need a replacement Fire Records Management System (RMS).

Additionally, the City is implementing a new Computer Aided Dispatch system (CAD) through Stanislaus Regional 9-1-1 (SR911) in September 2025. Therefore, the new CAD will no longer interface with Zoll. Zoll, which is currently used for fire reports, has proven to be cumbersome as it requires the use of third-party integrations (Ex: BLD and Crewsense) to manage different aspects of fire/EMS operations, creating inefficiencies and data silos. BLD Consulting is used for data management services and provides reviewer tool application support. First Due will serve to replace the reliance on these other programs while providing modules to assist with inventory tracking, reporting, invoicing, and Fire Prevention. Completion of this project will reduce Information Technology (IT) resources needed for system management and will reduce services needed by a third-party consultant for customized reports and training. #14..
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City Council, June 3, 2025
Agreement with First Due - Fire and EMS Software

DISCUSSION:

First Due is the sole source for all-in-one fire and life-safety based occupancy management, pre-planning, mobile and web response, command management, hydrant management, inspections, permitting, invoicing, National Fire Incident Reporting System incident reporting, scheduling, personnel, training records, events and activities, assets and inventory management, and medication tracking for the Modesto Fire Department. First Due provides industry leading all-in-one software as a service that provides modules for every division within a fire department, helping agencies to avoid costly interfaces with other third-party systems.

This program was approved at the February 27, 2025, Technology Steering and Alignment Committee meeting and an Authorization to Purchase was executed on April 9, 2025.

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, MMC 8-3.204(b) provides that a purchase may be exempted from the City’s formal bidding requirement where the Purchasing Agency’s requirements can be met solely by a single article or process. Here, First Due is the sole source for all-in-one software as a service that provides modules for every division within a fire department. Therefore, staff recommends the Fire and Emergency Medical Services (EMS) Software of this Agreement to Locality Media, Inc, dba First Due, should be exempt from the formal bidding procedures in accordance with Modesto Municipal Code 8-3.204(b) since Locality Media, Inc, dba First Due, is the Sole Provider of this Software.

FISCAL IMPACT:

The anticipated cost of $525,754 is spread across the three-year agreement. The first year is fully budgeted between the current 2024-25 Fiscal Year spending plan from the Measure H budget and within the Emergency Medical Services Project Account. EMS Project account is funded by the partnership with American Medical Response West and reimbursement revenues from our ALS and BLS responses.

Year Fund Cost Center Amount
1 0160-18221 Measure H Emergency Medical
Services
$30,000
1 100960 EMS Project $167,820
2 100960 EMS Project $159,968
3 100960 EMS Project $167,966
TOTAL $525,754
COMMITTEE RECOMMENDATION:

This item was presented to the Safety and Communities Committee on May 12, 2025, and the Committee approved forwarding this item to Council for approval.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving an Agreement with Locality Media, Inc dba First Due for Fire and EMS Software for a total amount not to exceed $525,754 for three years and authorizing the City Manager, or his designee, to execute the Agreement.
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City Council, June 3, 2025
Agreement with First Due - Fire and EMS Software

Approved by:

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

1. Resolution

2. First Due Quote

3. Financial Interest Disclosure

4. Bid Waiver

5. Signed Authorization to Purchase
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06/03/2025/Fire/KWise/ItemX 1 2025-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2025-XXX

RESOLUTION APPROVING AN AGREEMENT WITH LOCALITY MEDIA,

INC DBA FIRST DUE FOR FIRE AND EMS SOFTWARE FOR A TOTAL AMOUNT NOT TO EXCEED $525,754 FOR THREE YEARS, AND

AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE

THE AGREEMENT
WHEREAS, the Modesto Fire Department (MFD) currently uses several disparate programs for occupancy management, pre-planning, scheduling, and reporting (Zoll Fire Reports Management System, Bryan L Drolet Consulting (BLD), and Crewsense); and WHEREAS, Zoll is the platform used for records management and they recently publicized their end of service date as December 31, 2025. For this reason, the department will need a replacement Fire Records Management System (RMS); and WHEREAS, the City is implementing a new Computer Aided Dispatch system (CAD) through Stanislaus Regional 9-1-1 (SR911) in September 2025. Therefore, the new CAD will no longer interface with Zoll. Zoll, which is currently used for fire reports, has proven to be cumbersome as it requires the use of third-party integrations to manage different aspects of fire/EMS operations, creating inefficiencies and data silos; and WHEREAS, First Due will serve to replace the reliance on these other programs while providing modules to assist with inventory tracking, reporting, invoicing, and Fire Prevention. Completion of this project will reduce Information Technology (IT) resources needed for system management and will reduce services needed by a thirdparty consultant for customized reports and training; and WHEREAS, First Due is the sole source for all-in-one fire and life-safety based occupancy management, pre-planning, mobile and web response, command management, hydrant management, inspections, permitting, invoicing, National Fire Incident Reporting #14..
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06/03/2025/Fire/KWise/ItemX 2 2025-XX
System incident reporting, scheduling, personnel, training records, events and activities, assets and inventory management, and medication tracking for the Modesto Fire Department. First Due provides industry leading all-in-one software as a service that provides modules for every division within a fire department, helping agencies to avoid costly interfaces with other third-party systems; and
WHEREAS, this program was approved at the February 27, 2025 Technology Steering and Alignment Committee meeting and an Authorization to Purchase was executed on April 9, 2025; and
WHEREAS, Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid. However, MMC 8-3.204(b) provides that a purchase may be exempted from the City’s formal bidding requirement where the Purchasing Agency’s requirements can be met solely by a single article or process; and WHEREAS, First Due is the sole source for all-in-one software as a service that provides modules for every division within a fire department. Therefore, staff recommends the Fire and Emergency Medical Services (EMS) Software of this Agreement to Locality Media, Inc, dba First Due, should be exempt from the formal bidding procedures in accordance with Modesto Municipal Code 8-3.204(b) since Locality Media, Inc, dba First Due, is the Sole Provider of this Software.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves an Agreement with Locality Media, Inc dba First Due for Fire and EMS Software for a total amount not to exceed $525,754. #14..
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BE IT FURTHER RESOLVED that the City Manager, or his designee, is authorized to execute the agreement in a form approved by the City Attorney.

The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 3rd day of June, 2025, by Councilmember ?, who moved its adoption, which motion being duly seconded by Councilmember ?, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers: ?
NOES: Councilmembers: ?
ABSENT: Councilmembers: ?
ATTEST:__________________________________
DIANE NAYARES-PEREZ, City Clerk
(SEAL)
APPROVED AS TO FORM:

BY:

JOSE M. SANCHEZ, City Attorney
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Locality Media, Inc. Agreement Jan 2025 Page 1 of 13
Agreement for Services
This Agreement for Services (this “Agreement”) dated as of April 30, 2025 (the "Effective Date") is made by and between Locality Media, Inc dba First Due a Delaware corporation, having offices at 107 7th St, Garden City, NY, 11530 ("Locality Media" or “First Due”) and the City of Modesto located at 1010 10th Street, Modesto, CA 95354 (the “Customer”).

1. Locality Media maintains a website through which Customer members may access Locality Media's First Due Size-Up™ Community Connect™, Mobile Responder™ and/or other software-as-a-service platforms and solutions identified in Exhibit A (collectively, the "Service") in connection with the performance of their Customer duties. Locality Media agrees to grant the Customer access to the Service pursuant to the terms and conditions set forth below and in Exhibit A, and the Customer agrees to use the Service only in strict conformity with and subject to such terms and conditions.

2. Locality Media may provide the Customer with one or more user ID’s, initial passwords, digital certificates and/or other devices (collectively, "Credentials") and/or application programming interfaces ("APIs") to access the Service. The Customer shall access the Service only by using such Credentials and APIs. The Customer authorizes Locality Media to act on any instructions Locality Media receives from users of the Service who present valid Credentials and such individuals shall be deemed authorized to act on behalf of the Customer, including, without limitation, to change such Credentials. It is the Customer’s sole responsibility to keep all Credentials and other means of access within the Customer’s direct or indirect possession or control both confidential and secure from unauthorized use. The Customer understands the utility of the First Due Size Up Service depends on the availability of data and information relating to Locations and structures in the Customer's jurisdiction, including but not limited to building system and structural information, building inspection codes and incident report data (collectively, "Location Data"). Locality Media also may process and furnish through the Service, in addition to Location Data, other data regarding residents and roadways within the Customer's jurisdiction ("Community Data"). Location Data and Community Data are referred to collectively herein as "Data". Locality Media may acquire Data from third party public and/or private sources in Locality Media's discretion. In addition, the Customer will upload to the Service or otherwise provide to Locality Media in such form and using such methods as Locality Media reasonably may require from time to time, any and all Data from the Customer's records and systems which the parties mutually designate for inclusion in the Service database. The Customer agrees not to filter or alter such records except to conform such Data to the formats reasonably required by Locality Media. Subject to any third-party license restrictions identified expressly in writing by the Customer, the Customer grants to Locality Media a perpetual, non-exclusive, worldwide, royaltyfree right and license to process, use and disclose the Data furnished to Locality Media by the Customer in connection with the development, operation, and performance of Locality Media's business, including but not limited to the Service. Customer shall own all Customer data and upon termination or written request, Locality Media shall provide Customer data to Customer.

3. As between the parties, the Customer and its employees, contractors, members, users, agents, and representatives (collectively, "Customer Users") are solely responsible for determining whether and how to use Data accessed through the Service. The Customer acknowledges that Locality Media, through the Service, provides an interface for viewing Data compiled from the Customer and other sources over which Locality Media has no control and for which Locality Media assumes no responsibility. Locality Media makes no representations or warranties regarding any Location or structure (including but not limited to a Location's safety, construction, occupancy, materials, hazards, water supply, contents, location, surrounding structures, exposures, size, layout, compliance, condition or history), residents, roadways, or any actual or expected outcome from use of the Data, nor does Locality Media make any representation or warranty regarding the accuracy or reliability of the Data received by Locality Media. Locality Media provides administrative and information technology services only and does not advise, recommend, or render an opinion with respect to any information communicated through the Service and shall not be responsible for the Customer's or any third party's use of any information obtained through the Service. #14..
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Locality Media, Inc. Agreement Jan 2025 Page 2 of 13

4. The Customer shall obtain and maintain, at its own expense, computers, operating systems, Internet browsers, tablets, phones, telecommunications equipment, third-party application services and other equipment and software ("Equipment") required for the Customer to access and use the Service (the Service being accessible to users through standard Internet browsers subject to third party network availability and signal strength).

Locality Media shall not be responsible for any problem, error or malfunction relating to the Service resulting from Customer error, data entry errors or malfeasance by the Customer or any third party, or the performance or failure of Equipment or any telecommunications service, cellular or Wi-Fi network, Internet connection, Internet service provider, or any other third-party communications provider, or any other failure or problem not attributable to Locality Media ("Technical Problems").

5. This Agreement will be effective for an initial term of 12 months (the "Initial Term") commencing on the Effective Date. After the Initial Term, this Agreement will automatically renew for successive terms of 12 months each (a "Renewal Term"), subject to the right of either party to cancel renewal at any time upon at least 60 days' written notice. Notwithstanding the foregoing, in no event shall the term of this Agreement, including the Initial Term and any Renewal Term(s) extend longer than 60 months. Locality Media reserves the right to increase Customer’s renewal Service fees by no more than 5% per annum, applied to the Service fees set forth in the previous term. Either party also may terminate this Agreement immediately upon written notice if the other party: (i) becomes insolvent; (ii) becomes the subject of a petition in bankruptcy which is not withdrawn or dismissed within 60 days thereafter; (iii) makes an assignment for the benefit of creditors; or (iv) materially breaches its obligations under this Agreement and fails to cure such breach within 30 days after the nonbreaching party provides written notice thereof.

6. Upon termination, the Customer shall cease use of the Service and all Credentials then in the Customer’s possession or control. This Section 6 and Sections 8 through 11 and 15 through 25 hereof shall survive any termination or expiration of this Agreement.

7. The Customer agrees to pay the fees set forth in Exhibit A for use of those Service features described in Exhibit A (as available as of the Effective Date). Locality Media may charge separately for services offered from time to time that are not included in the scope of Exhibit A (such as new Service features, systems integration services and applications of the Service for new purposes), subject to the Customer’s written acceptance of the terms of use and fees associated with such services. The Customer shall be responsible for the payment of all taxes associated with provision and use of the Service (other than taxes on Locality Media’s income).

8. Locality Media owns and shall retain all right, title, and interest in and to the Service, all components thereof, including without limitation all related applications, APIs, user interface designs, software and source code (which shall further include without limitation any and all source code furnished by Locality Media to the Customer in connection with the delivery or performance of any services hereunder) and any and all future enhancements or modifications thereto howsoever made and all intellectual property rights therein but not Data furnished by the Customer. Except as expressly provided in this Agreement or as otherwise authorized in advance in writing by Locality Media, the Customer and Customer Users shall not copy, distribute, license, reproduce, decompile, disassemble, reverse engineer, publish, modify, or create derivative works from, the Service; provided, however, that nothing herein shall restrict the Customer’s use of the Data that the Customer has provided.

9. "Confidential Information" means any and all information disclosed by either party to the other which is marked "confidential" or "proprietary," including oral information that is designated confidential at the time of disclosure.

Notwithstanding the foregoing, "Confidential Information" does not include any information that the receiving party can demonstrate (i) was known to it prior to its disclosure hereunder; (ii) is or becomes publicly known through no wrongful act of the receiving party; (iii) has been rightfully received from a third party authorized to make such disclosure without restriction; (iv) is independently developed by the receiving party, without the use of any Confidential Information of the other party; (v) has been approved for release by the disclosing party's prior written authorization; or (vi) is required to be disclosed by court order or applicable law, provided that the party required to disclose the information provides prompt advance notice thereof to the other party (except to the extent such notice is prohibited by law).

10. Each party hereby agrees that it shall not use any Confidential Information belonging to the other party other than as expressly permitted under the terms of this Agreement or as expressly authorized in writing by the other party. Each party shall use the same degree of care to protect the other party's Confidential Information as it uses to protect its own confidential information of like nature, but in no circumstances with less than reasonable care. Neither party shall disclose the other party's Confidential Information to any person or entity other than its #14..
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Locality Media, Inc. Agreement Jan 2025 Page 3 of 13
employees, agents or consultants who need access thereto in order to effect the intent of this Agreement and in each case who have been advised of the confidentiality provisions of this Agreement, have been instructed to abide by such confidentiality provisions, entered into written confidentiality agreements consistent with Sections 9-11 or otherwise are bound under substantially similar confidentiality restrictions.

11. Each party acknowledges and agrees that it has been advised that the use or disclosure of the other's Confidential Information inconsistent with this Agreement may cause special, unique, unusual, extraordinary, and irreparable harm to the other party, the extent of which may be difficult to ascertain. Accordingly, each party agrees that, in addition to any other remedies to which the nonbreaching party may be legally entitled, the nonbreaching party shall have the right to seek to obtain immediate injunctive relief, without the necessity of posting a bond, in the event of a breach of Section 9 or 10 by the other party, any of its employees, agents or consultants.

12. LOCALITY MEDIA REPRESENTS AND WARRANTS THAT IT SHALL USE COMMERCIALLY REASONABLE EFFORTS TO

PROVIDE THE SERVICE WITHOUT INTRODUCING ERRORS OR OTHERWISE CORRUPTING DATA AS SUBMITTED BY THE CUSTOMER. OTHER THAN THE FOREGOING, THE SERVICE, INCLUDING ALL DATA, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, LOCALITY MEDIA

MAKES NO WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE OR AVAILABLE AT ALL TIMES, NOR

DOES LOCALITY MEDIA WARRANT THAT THE SERVICE WILL REMAIN COMPATIBLE WITH, OR OPERATE WITHOUT INTERRUPTION ON, ANY EQUIPMENT OF THE CUSTOMER OR CUSTOMER USERS. Locality Media will provide the service on a 24X7X365 basis with an uptime guarantee of 99.5% availability excluding scheduled maintenance.

Locality Media will respond to Customer and provide Initial Responses, Temporary Resolutions and Final Resolutions in accordance with the time requirements set forth in the table below.

Severity Level: Vendor’s Initial
Response will be
provided within:

Vendor’s Temporary
Resolution will be
provided within:

Vendor’s Final
Resolution will be
provided within:
1: Mission Critical – Software is down
/undiagnosed but feared critical;
situation may require a restore and
Software use is suspended until a
diagnosis is given
60 minutes from receipt
of initial notice from the
Customer, or discovery,
of the error
24 hours from receipt of
initial notice from the
Customer, or discovery,
of the error
2 days from receipt of
initial notice from the
Customer, or error
discovery
2: Critical Issue – Software is not down,
but operations are negatively
impacted
2 hours from receipt of
initial notice from the
Customer, or discovery,
of the error
48 hours from receipt of
initial notice from the
Customer, or discovery,
of the error
3 days from receipt of
initial notice from the
Customer, or error
discovery
3: Non-Critical Issue – resolution period
to be mutually agreed upon
4 hours from receipt of
initial notice from the
Customer, or discovery,
of the error
3 days from receipt of
initial notice from the
Customer, or discovery,
of the error
15 days from receipt of
initial notice from the
Customer, or error
discovery

13. EXCEPT AS SET FORTH ABOVE IN SECTION 12, LOCALITY MEDIA MAKES AND THE CUSTOMER RECEIVES NO

WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE SUBJECT MATTER HEREOF. LOCALITY MEDIA SPECIFICALLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL IMPLIED

WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT WITH RESPECT TO THE SUBJECT MATTER HEREOF, INCLUDING WITHOUT LIMITATION THE SERVICE.

14. The Customer represents and warrants that the Customer is authorized and has all rights necessary to enter into this Agreement, to provide the Data furnished by the Customer to Locality Media, and to use the Service and Data, and Customer will only use the Service and Data, as permitted under this Agreement and in accordance with the laws, regulations, and any third-party agreements applicable to the Customer and Customer Users.

Without limiting the generality of the foregoing, Customer shall not cause or permit any Data to be uploaded to the Service or used in connection with the Service in any manner that would violate any third-party intellectual property rights or license between Customer and any third party. Customer agrees not to use or permit the use of the Service and Data in connection with any public or private enterprise other than operation and performance of the Customer's functions and services. In addition, the Customer and the Customer Users shall not copy, distribute, license, reproduce, publish, modify, or otherwise use any Personally Identifiable Information #14..
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Locality Media, Inc. Agreement Jan 2025 Page 4 of 13
(PII) contained within the Data accessed through the Service for any purpose other than to lawfully carry out the services and duties of the Customer. The Customer shall remain responsible for the performance, acts and omissions of each Customer User as if such activities had been performed by the Customer.

15. Locality Media will indemnify, defend and hold harmless the Customer from and against any and all damages, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorneys' fees) (collectively, "Losses") resulting from any third-party claim, suit, action, investigation or proceeding (each, an "Action") brought against the Customer based on the infringement by Locality Media of any third-party issued patent, copyright or registered trademark, except to the extent such Action is based on Data furnished from the Customer, the Customer’s breach of any third party agreement, or any combination or integration of the Service with any Customer- or third-party property, method or system.

16. The Customer will indemnify, defend and hold Locality Media harmless from and against any and all Losses arising from or relating to: (i) any breach by the Customer of Section 8; or (ii) any Action by a Customer User, or third party granted access to Service or Data by Customer, arising from or relating to the use of the Service or Data accessed through the Service, except to the extent such Losses are subject to Section 15 above or result from the gross negligence or willful misconduct of Locality Media.

17. Such indemnification under Sections 15 and 16 will be provided only on the conditions that: (a) the indemnifying party is given written notice reasonably promptly after the indemnified party receives notice of such Action; (b) the indemnifying party has sole control of the defense and all related settlement negotiations, provided any settlement that would impose any monetary or injunctive obligation upon the indemnified party shall be subject to such party’s prior written approval; and (c) the indemnified party provides assistance, information and authority as reasonably required by the indemnifying party.

18. EXCEPT FOR ITS INDEMNIFICATION OBLIGATIONS IN SECTION 15, AND EXCEPT FOR CLAIMS OF NEGLIGENCE,

WILLFUL MISCONDUCT OR FRAUD, LOCALITY MEDIA SHALL NOT BE LIABLE TO THE CUSTOMER OR CUSTOMER

USERS FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM OR

RELATING TO THIS AGREEMENT OR THE SERVICES OR DATA, EVEN IF THE CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR ITS INDEMNIFICATION OBLIGATIONS IN SECTION 15, AND EXCEPT

FOR CLAIMS OF NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, LOCALITY MEDIA SHALL NOT BE LIABLE TO THE

CUSTOMER OR CUSTOMER USERS FOR ANY DAMAGES IN CONNECTION WITH THIS AGREEMENT IN EXCESS OF THE AMOUNT OF FEES PAID OR PAYABLE BY THE CUSTOMER TO LOCALITY MEDIA WITHIN THE 12 MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.

19. All notices, requests, demands, or consents under this Agreement must be in writing, and be delivered personally, by email or facsimile followed by written confirmation, or by internationally recognized courier service to the addresses of the parties set forth in this Agreement.

20. Except as otherwise provided below, neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party. Locality Media may assign this Agreement or any rights or obligations hereunder to any Locality Media affiliate or in connection with the merger or acquisition of Locality Media or the sale of all or substantially all of its assets related to this Agreement, without such consent. This Agreement shall be binding upon and inure to the benefit of the parties, their respective successors and permitted assigns.

21. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

Venue for any dispute arising hereunder shall be in the Superior Court of Stanislaus County.

22. Any modification, amendment or waiver to this Agreement shall not be effective unless in writing and signed by the party to be charged. No failure or delay by either party in exercising any right, power, or remedy hereunder shall operate as a waiver of such right, power, or remedy.

23. The parties are independent contractors with respect to each other, and neither shall be deemed an employee, agent, partner, or legal representative of the other for any purpose or shall have any authority to create any obligation on behalf of the other. Neither party intends to grant any third-party beneficiary rights as a result of this Agreement.

24. Any delay in or failure of performance by either party under this Agreement will not be considered a breach and will be excused to the extent caused by any event beyond the reasonable control of such party including, #14..
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Locality Media, Inc. Agreement Jan 2025 Page 5 of 13
but not limited to, acts of God, acts of civil or military authorities, strikes or other labor disputes, fires, interruptions in telecommunications or Internet or network provider services, power outages, and governmental restrictions.

25. This Agreement supersedes all prior agreements, understandings, representations, warranties, requests for proposal and negotiations, if any. Each provision of this Agreement is severable from each other provision for the purpose of determining the enforceability of any specific provision.

26. Agreement Billing Information
a. Accounts Payable Contact
Name:

Email:

Phone:
b. Tax Exempt _____ (Yes/No)
If yes, please email a copy of the Exempt Certificate to [email protected]. c. Purchase Order Required _____ (Yes/No)
If yes, return a copy of the Purchase Order with the signed agreement or email a copy to [email protected].

LOCALITY MEDIA, INC. City of Modesto
By: By:
(Signature) (Signature)
Name: Name:

Title: Title:

Date: Date:
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Locality Media, Inc. Agreement Jan 2025 Page 6 of 13
Locality Media, Inc. dba First Due
107 Seventh St
Garden City, NY 11530, United States
Phone: +1 (516) 874-2258
Website: https://www.firstdue.com/
First Due Quote
Prepared By: Seth Dinehart
Valid Until: June 30, 2025
Quote Number: 1545132000367271141
BILL TO:

Bret Presson
City of Modesto
1010 10th Street
Modesto, CA 95354
Account: City of Modesto
Subscription Start: April 30, 2025
Initial Term: 12 months
Annual Subscription: $152,350.00
Product Details Total
Occupancy Management & Pre-Incident Planning
Manage Occupancies, Pre-Incident Mapping, ArcGIS Maps, Fire Systems, Hazardous Material, and Contacts.

Responder
Web Responder dashboard and Responder iOS/Android App with notifications, statusing and routing.

Command
Comprehensive Incident Command Module with digital command board, drag and drop task assignment, customizable checklists, live map annotation and automated Incident log.

Hydrant Management – Advanced
Manage Hydrants including hydrants visible on pre-plan & response map, hydrant list, hydrant types, hydrant uploads, ArcGIS hydrant layers, hydrant setup, hydrant service checklist, data management, mapping, service inspections, hydrant flow test and reporting.

Inspections
Field Inspections, Configurable Checklists, Violation Management, Virtual Inspections, Inspections Scheduler, and Integrated Pre-Incident Planning.

Invoicing
Invoice Management, Bulk Mailing, Billing Report and Customizable Fee Schedules.

Permitting
Permit Management, Customizable Permit Types, Plan Review and Permit Fees.

Incident Reporting – NFIRS
NFIRS Incident Documentation, State and Federal Compliance with automated submission.

Incident Reporting - ePCR
ePCR Incident Documentation, State Compliance with automated submission.

AI Enhanced Documentation: ePCR
AI powered transcription and documentation solution to assist with completing EMS patient care reports.

Scheduling
Manage staff schedules with an interactive shift board, configurable call shifts module, messaging, time-off and shift trades.

Personnel Management
Store, Manage and Access Employee Records including demographic data, certifications and employment information.

Basic Training Records
Assign Training, Record Completions, View Training Logs, and Manage Certifications.

Events & Activities
Create Events, View Global Activity Log, and Access Global Calendar. #14..
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Locality Media, Inc. Agreement Jan 2025 Page 7 of 13
Assets & Inventory
Assets, vehicles, equipment and inventory management, assets and equipment checks, and work order management.

Medications Tracking
Track all medications, including DEA Scheduled Medications. Tracking a medication's lifecycle (receipt, usage, waste or removal) by expiration date, lot number or serial number. Ensure compliance with internal and external signatures, as well as advanced role security and authentication.

Brycer Integration
Integration with Brycer
Fire Recovery Integration
Fire Recovery Integration
Central Square Enterprise/TriTech CAD Integration
Receive CAD Data to support First Due Responder and Incident Reporting modules via sFTP utilizing the CST CAD Enterprise CAD-to-External System Export Premium Onsite Training Package
Up to 5 Day Onsite Training with 2 certified First Due Instructor. Includes end user training and custom training curriculum.

Implementation and Configuration Services
Services related to configuring and customizing the First Due Platform as described in the Statement of Work.

One-Time Fees Subtotal $ 45,470.00
Subscription Fees Subtotal $ 152,350.00
Grand Total $ 197,820.00
*Excluding Tax
Statement of Work
Please see attached Statement of Work detailing the Implementation, Training, Data Migration, Integrations, Customer Success Manager, Customer Support, and Assumptions for this Exhibit D – Quote.

Terms and Conditions
The above-listed Grand Total will be invoiced on or around the Subscription Start date. For subsequent annual periods, the Service fees are due and payable annually in advance.

Payment Terms: Net 30 days
For electronic ACH payment: Wells Fargo Bank | ACH Routing Number: 121000248 |Account #: 4192384907 #14..
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Locality Media, Inc. Agreement Jan 2025 Page 8 of 13
Statement of Work
Locality Media, Inc. dba First Due
107 Seventh St
Garden City, NY 11530, United States
Phone: +1 (516) 874-2258
Website: https://www.firstdue.com/
For Quote Number: 1545132000367271141
Statement of Work | City of Modesto

1. Introduction

1.1 Purpose
The purpose of this Statement of Work (SoW) document is to clearly define the Implementation, Training, Data Migration, Integrations, Customer Success Manager, Customer Support, and Assumptions for City of Modesto (“Customer”) from Locality Media, Inc. dba First Due (“First Due”) for the purchased product(s) set forth in Exhibit A – Quote (“Purchased Products”) attached to the Agreement.

1.2 Scope:

This SOW includes the configuration, optimization, and deployment of the Purchased Products with the goal of meeting the organizational needs of the Customer.

2. Implementation

2.1 Overview
First Due utilizes a combination waterfall and iterative approach to implementation. This includes Discovery, Configuration, Optimization, Data Migration, Training, and Go-Live.

2.2 Implementation Resources
• Implementation Manager: Project lead and go-to person, acting as the primary liaison between the Customer and the First Due project team. The Implementation Manager will develop and execute the project plan, manage communication, and ensure adherence to predefined timelines and quality standards. This individual is also responsible for helping to configure the core system and some of the more straightforward modules.
• Implementation Product Specialist(s): While the Implementation Manager will lead the overall project, Product Specialists will be brought in to help configure and optimize specialty modules such as Fire Prevention, ePCR, Assets & Inventory, Training, Scheduling, and Reporting. They are product experts in First Due and are versed in industry best practices for their specific product specialties. Depending on the modules purchased and complexity, your project may be assigned 1-3 Product Specialists. • Technical Implementation Specialist: Responsible for managing data migration from your current vendor to First Due and the integration between First Due and CAD. The Technical Implementation Specialist #14..
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team comes from a diverse background, ranging from database management to public safety software integration.
• Customer Success Manager: As the point person after project completion, the Customer Success Manager (CSM) will be part of the implementation as an advocate and to ensure a seamless transition to support post go-live. During the Implementation they will regularly check-in to ensure progress is being made and help with the addition of new modules or scope from a commercial perspective. Post go-live, they will provide regular check-ins to ensure the Customer is adopting the Purchased Products and deriving value from them.
• Training Manager: Responsible for developing and executing the training plan, with the goal of effective adoption of the Purchased Products by Customer. The Training Manager will be involved throughout the project to ensure they have the Customer specific knowledge to design the most effective training plan possible.

2.3 Implementation Phases

2.3.1 Discovery & Planning: Once the Project has been assigned, Customer will receive a set of tailored discovery questionnaires. Once filled out, the Implementation Manager will schedule a Project Kick-Off.

During this meeting the Customer will receive access to the First Due platform, meet the project team and receive an initial product tour. The Implementation Manager will also provide an overview of the project plan, decide the meeting cadence, and formalize the next steps. CAD Integration and Data Migration planning meetings are also held during this phase, if required. These meetings will be led by the Technical Implementation Specialist.
• Key Meeting(s): Project Kick-Off, CAD Kick-Off, Data Migration Planning • Milestone(s): Project Kick-Off, System Access
• Customer Task(s): Fill Discovery Questionnaires
• Deliverable(s): Welcome email, Initial Account Set-Up, System Logins Provided

2.3.2 Configuration: After planning is complete, the Implementation Manager will begin scheduling the Configuration sessions. Before each configuration session there will be some light prep work for the Customer to complete. Generally, there will generally be one (1) configuration session per module, but in cases where there is more complexity, there may be multiple. These sessions will be either be run by the Implementation Manager or the Implementation Product Specialist, depending on the module. • Key Meeting(s): Module Configuration Sessions (1-2 per module) • Milestone(s): N/A
• Customer Task(s): Configuration Prep Work (per module) • Deliverable(s): Initial Module Configuration
• Scope: All Purchase Products

2.3.3 Optimization: After the configuration is complete, the Customer will be provided with test work (module User Acceptance Testing (UAT)) to complete. Following the completion of the UAT work, Optimization Sessions will be held to review Customer feedback, correct any issues, and finalize the configuration of the module. There will generally be one (1) Optimization session per module, but in cases where there is more complexity, there may be multiple. Once a module is configured and optimized, the Customer will be provided a module sign-off document to review and sign. Note Configuration and Optimization sessions may run interchangeably to ensure the project stays on-track. • Key Meeting(s): Module Optimization Sessions (1-2 per module) • Milestone(s): Module Acceptance and Sign-Off (1 per module) • Customer Task(s): Optimization Prep Work (UAT per module) • Deliverable(s): Module Optimization resulting in Customer Acceptance • Scope: All Purchase Products
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2.3.4 Data Migration: Data Migration will occur through-out the project and can be summarized in three steps: (1) initial data migration at the beginning of the project required for configuration, (2) import of historical records, usually occurring throughout the project, and (3) final data migration immediately before go-live. First Due’s Data Migration team will review your legacy data environment and provide guidance on the best path to extract, map, and import the data into First Due. • Key Meeting(s): Data Migration Planning
• Milestone(s): Data Migration Sign-Off
• Customer Task(s): Extract or provide access to legacy data based on guidance from First Due Data Migration team, Data Mapping Assistance, review and approve data load. • Deliverable(s): Data Migration Plan, Data Mapping Assistance, Data Import

2.3.5 Training: As the project is in the final stages, the Training Manager will work with the Customer to arrange a training plan that will result in the successful adoption of the Purchased Products. Note that while Webinar Administrator training will occur during configuration and optimization sessions, the Training Manager will arrange formal Webinar and/or Onsite Train-the-Trainer and/or End User Training Session(s). Additive to the provided training, Customer will also have access to live weekly training academy sessions as well as on demand online training videos and training guides via the First Due Knowledgebase.
• Key Meeting(s): Training Planning, Training Sessions
• Milestone(s): Training Completed
• Customer Task(s): Coordinate staff to be trained
• Deliverable(s): Training Plan and Training Session(s)

2.3.6 Go-Live: Once all modules have been signed off and training has been arranged or completed, First Due will work with the Customer to kick-off the Go-live process. This includes: (1) Final System Acceptance, (2) Go-live planning meeting, (3) Final Data Migration, (4) Go-live, and (5) Post go-live implementation support.
• Key Meeting(s): Go-live planning, Post Go-live Check-Ins • Milestone(s): System Acceptance, Go-live
• Customer Task(s): Final Testing
• Deliverable(s): Post Go-live Implementation Support (2-4 weeks)

2.3.7 Transition to Customer Success: Following the completion of the post go-live support period and assuming all critical implementation tasks are complete, Customer will be transitioned to their Customer Success Manager (CSM) and to the First Due Support team. • Key Meeting(s): Customer Success Transition Meeting
• Milestone(s): Transition to Customer Success and Support • Customer Task(s): N/A
• Deliverable(s): N/A

3. Training
Training is an integral part of any successful implementation. First Due is focused on providing your agency adequate training to ensure effective user adoption of the platform. As part of this Statement of Work, the Customer shall receive:
• Formal training as outlined in Exhibit A - Quote
• Administrator Training as part of the Configuration / Optimization • Access to live First Due Academy Webinars
• Access to online recorded training videos and guides via an interactive knowledgebase Any additional scope or detail related to Training will be listed below. #14..
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4. Data Migration
First Due understands the importance of data migration to our customers and has extensive experience working to migrate historical records into the platform. First Due will use best efforts to migrate applicable data from Customer’s existing systems utilizing data migration best practices. This includes:
• Data Migration Planning Session
• Assistance/Guidance in extracting data from existing system/s • Mapping extracted data to First Due import workbooks
• Importing of Data into First Due
The Data Migration scope of this Statement of Work will be to import legacy data from Customer existing systems in order for the Purchased Products to be operational. This includes operational data and historic records. Note that there are times when certain data is not seen as valuable to migrate to First Due. First Due and Customer will agree during the planning phase on what data needs to be migrated and priorities around data migration.

5. Integrations
As part of this Statement of Work, First Due will Implement all integrations and relevant scope outlined in Exhibit A – Quote. Integrations will be implemented during the configuration and optimization phases outlined above. In most cases, these integrations will be aligned with the module they are related. The only exception to this is the CAD Integration which, if part of scope, will have its own dedicated session at the beginning of an implementation. Customer or complex integrations may follow this same exception and have their own sessions to implement.

First Due will support these integrations post go-live. Note First Due is not responsible for outages, issues, and failures of 3rd Party Vendors. First Due will, however, always endeavor to work with Customer to resolve issues, regardless of responsibility.

Any additional scope or detail related to Integrations will be listed below.

6. Customer Success Manager
First Due understands the value of ongoing Customer Success activities post go-live. As part of this Statement of Work, Customer will receive a Customer Success Manager who will be the point person for Customer post go-live. Customer will receive regular check-ins to ensure the adoption of the Purchased Products. As part of the regular check-ins, the Customer Success Manager can help Customer with any major enhancements or issues, new feature updates, interest in other modules and additional training needs.

7. Customer Support
A customer’s success is important to First Due and we understand having a reliable, knowledgeable Customer Support (or Support) team there to help is vital. Customer Support provides a central point of contact to ensure that all customer support requests are responded to and resolved. Below is a summary of the support components.

7.1 Contacting Customer Support
Customer Support is a service provided to our customers when they have questions, requests, or issues with the Services. When Customer submits a support request, a Support Ticket (or Ticket) is created within First Due’s Support CRM and a unique ID (or ticket number) is assigned to track and document Customer’s support request.

We offer a variety of channels to communicate with our Support team:
• Online: https://support.firstduesizeup.com/portal/en/kb/first-due-community-connect-support • Email: [email protected]
• Phone: (516) 874-5818
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7.2 Self-Service Resources
First Due strives to provide useful, empowering self-service resources that are available 24/7 on our online Support Center. Our Knowledgebase contains step-by-step/how-to articles, FAQs, videos, best practices, etc.

7.3 Hours of Operation
Customer Support hours of operation (Business Hours) are:
• Monday to Friday, 9:00am – 6:00pm ET**
• ** 24x7 Support available for Sev 1 (Down/Urgent) issues.

8. Assumptions

8.1 Customer Participation
Every successful implementation requires adequate participation from the Customer. Although First Due is ultimately responsible for deliverables in the SoW, Customer agrees to attend the necessary calls and complete required preparatory work in order to help drive the project forward. At a minimum, Customer resources will be required for one (1) hour per week for meetings, and half an hour to one (0.5-1) hour of prep work per week by one or multiple individuals. Customer understands the importance of ensuring the correct Customer resources are available when required.

8.2 Statement of Work Expiration
Excluding significant delays caused by the First Due team, this Statement of Work will expire within twelve (12) months of the Subscription Start Date as detailed in Exhibit A – Quote. In situations where the project is delayed for no fault of either party, First Due agrees to extend the term, only if there is an agreed plan to complete the project within the extension period. Note the term expiration does not apply to section 6 & 7 above and will not impact First Due’s ability to support the Customer post go-live.

8.3 Best Practice and Standard Workflow
First Due intends to meet the organizational needs of the Customer and their respective software requirements by configuring the Purchased Products to closely align with existing workflows. Although First Due is incredibly flexible, there may be times when First Due recommends using standard functionality or best practice to ensure a timely implementation, and simplification of current process. These workflows may differ from Customer existing workflows. Customer understands the importance of collaboration to achieve the ultimate goal of successfully adopting the Purchased Products and is aware there may be changes to existing workflow to accomplish this.

8.4 Go-live Requirements & Gaps
Over the course of the Implementation, both parties may uncover functionality gaps in the Purchased Products. Some of these gaps may have a material impact on the ability to implement or adopt the product.

Gaps of this nature, deemed Go-Live Requirements, will be prioritized to ensure a timely go-live and project completion. However, in the case that certain features are not complete before go-live, they will be added to module and system signoffs as exceptions and will be completed within an agreed upon timeframe. #14..
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FINANCIAL INTEREST DISCLOSURE
Any contract award therewith will require approval by a majority vote of the City of Modesto’s City Council.

In order to have full transparency in any City of Modesto commercial actions, the City Council may not approve an agreement between the City and the Vendor until all person with a direct or indirect financial interest of greater than $2,000 in the Vendor are identified by name.

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

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

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

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

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

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

It is the legal obligation of all applicants for approval of an agreement or of an application for development rights to verify in writing, under penalty of perjury, that the identity of each person having a material financial interest in the Vendor is true, correct and complete. By signing below, the applicant understands that this information is provided under penalty of perjury, and that intentionally supplying misinformation or deception may result in either invalidation of the agreement or application, or criminal prosecution for misdemeanor violation of the Modesto Municipal Code, or both. Negligent provision of misinformation shall be grounds for invalidation. In accordance with the Modesto Municipal Code, each applicant has a continuing obligation to maintain the truth, accuracy and completeness of the financial interest disclosure information provided below until after final consideration by the City Council of any matter arising out of or relating to the agreement or application.
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Print Names of Persons Having a Financial Interest in Vendor Receiving this Agreement:

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

Bidder Company Name:

Name of Vendor Signatory:

Signature of Vendor Representative:

Please note due to confidentiality obligations and contractual restrictions regarding our capital structure, we are providing the names of our co-founders and majority private equity stakeholder who collectively maintain controlling financial interest in our company, while respectfully withholding the complete capitalization table which contains sensitive proprietary information. #14..
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

June 3, 2025
Date: May 12, 2025
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Dameon Booker, Chief Information Officer
SUBJECT: Payment of Software Maintenance Support Agreements for FY 2025-2026
CONTACT: Dameon Booker, Chief Information Officer
[email protected], 209-447-1088
DESCRIPTION:

Consider approving the payment of Software Maintenance Support Agreements for Fiscal Year 2025-2026 in a total amount not to exceed $10,902,807. (Funding Source: Information Technology Fund and Various Funds)
STRATEGIC PLAN ELEMENT:

This item is consistent with the City’s 2020-2025 Strategic Plan to improve community safety, ensure safe, efficient, and reliable infrastructure, and promote trust and engagement with the community and directly supports the Smart City Strategy adopted in 2021.

BACKGROUND:

The City has an ongoing need for maintenance support agreements for software applications utilized by all City departments to keep those applications current and protected. These routine support renewal agreements along with their associated invoices arrive at various times throughout a fiscal year.

To maximize efficiency, staff requests the City Council consider authorizing payment of these agreements in one action as opposed to authorizing them individually over multiple Council meetings as invoices are presented for payment.

DISCUSSION:

Exhibit A contains an itemized list of the annual software maintenance support agreements utilized throughout the City and below the $100,000 contract limit. Exhibit B contains an itemized list of the annual software maintenance support agreements utilized throughout the City that are greater than the $100,000 contract limit, therefore requiring authorization by the City Council. The Information Technology Department gathered this information from City departments so that all #15..
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City Council, June 3, 2025
Payment of Software Maintenance Support Agreements for
FY 2025-2026

the agreements could be presented in one action to authorize payment and to authorize the City Manager, or his designee to execute routine renewal agreements associated with Exhibits A and B.

The items listed in Exhibits A and B represent current agreements that have been approved through the required contracting and purchasing policies and processes and are categorized based on where the contract authority resides. The total amount for Exhibit A is $4,325,171 and the total amount for Exhibit B is $6,577,636. The grand total of both exhibits equals $10,902,807.

Per Modesto Municipal Code (MMC) Section 8-3.204(c), the Purchasing Manager, in his or her discretion, may determine that calling for bids on a competitive basis as set forth in Modesto Municipal Code section 83.203 is undesirable due to exigent circumstances. Additionally, MMC 8-3.204(d) states that where the Purchasing Manager, in his or her discretion, determines that a process other than the formal proposal procedure set forth in Section 8-3.203 will result in a procurement for the City at the lowest possible cost commensurate with the desired quality, the purchase may be exempt from the formal bid process. Under this scenario, all purchasing processes shall be met and any new agreements and award of formal bids shall continue to be brought to Council for approval on a fiscal year basis.

FISCAL IMPACT:

Much of the software is managed and paid for through the Information Technology Fund as it is utilized across most City departments. However, some of the software is managed and paid for by individual departments to address their specific operational needs. Funding for these software maintenance support agreements has been budgeted in the FY 2025-2026 operating budget of the Information Technology Fund, which is an internal service fund, and the appropriate Departments’ associated funds as represented below:

DEPARTMENT Under $100,000 Over $100,000 Totals
CITY ATTORNEY’S
OFFICE (CAO) $ 5,500 $ - $ 5,500

COMMUNITY &

ECONOMIC

DEVELOPMENT

DEPARTMENT
(CED) $ 84,520 $ - $ 84,520

ENGINEERING

SERVICES

DEPARTMENT
(ENG) $ 72,306 $ 109,729 $ 182,035
FINANCE (FIN) $ 251,619 $ 948,109 $ 1,199,728
HUMAN
RESOURCES (HUR) $ 129,362 $ - $ 129,362

INFORMATION

TECHNOLOGY
DEPARTMENT (ITD) $ 2,020,859 $ 3,618,508 $ 5,639,367

MODESTO FIRE

DEPARTMENT
(MFD) $ 113,340 $ - $ 113,340
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Payment of Software Maintenance Support Agreements for
FY 2025-2026

MODESTO POLICE

DEPARTMENT
(MPD) $ 929,052 $ 1,901,290 $ 2,830,342
PARKS,

RECREATIONS AND

NEIGHBORHOODS

DEPARTMENT
(PRN) $ 24,748 $ - $ 24,748

PUBLIC WORKS

DEPARTMENT
(PWO) $ 241,935 $ - $ 241,935

UTILITIES

PLANNING
PROJECT (UPP) $ 451,930 $ - $ 451,930
Totals $ 4,325,171 $ 6,577,636 $ 10,902,807
COMMITTEE RECOMMENDATION:

This item was considered by the Finance Committee during the April 15-17, 2025, Budget Workshop. The Finance Committee approved forwarding it to the City Council for approval in an amount not to exceed $10,902,807.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving the payment of Software Maintenance Support Agreements for Fiscal Year 2025-2026 in a total amount not to exceed $10,902,807; and authorizing the City Manager, or his designee to execute routine renewal Agreements associated with the items in Exhibit A and Exhibit B - Software Maintenance Support Agreements for Fiscal Year 2025-2026.

Approved by:

Dameon Booker, Chief Information Officer
Joseph P. Lopez, City Manager
Attachments:

1. Resolution

2. Exhibit A - Software Maintenance Under $100,000

3. Exhibit B - Software Maintenance Over $100,000

4. Exhibit C - Software Maintenance Agreement Estimates FY 25-26 Summary #15..
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06/03/2025/IT/DBooker/Item X 1 2025-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2025-XXX

RESOLUTION APPROVING THE PAYMENT OF SOFTWARE MAINTENANCE SUPPORT AGREEMENTS FOR FISCAL YEAR 2025-2026 IN A TOTAL AMOUNT NOT TO EXCEED $10,902,807; AND AUTHORIZING THE CITY

MANAGER, OR HIS DESIGNEE TO EXECUTE ROUTINE RENEWAL

AGREEMENTS ASSOCIATED WITH THE ITEMS IN EXHIBIT A AND

EXHIBIT B - SOFTWARE MAINTENANCE SUPPORT AGREEMENTS FOR FISCAL YEAR 2025-2026
WHEREAS, the City has an ongoing need for software maintenance support agreements for software assets utilized by the City of Modesto, and WHEREAS, the expenditures for software maintenance support agreements have been approved by Council through the budget process, and WHEREAS, staff requests the approval for payment of software maintenance support invoices presented for Fiscal Year 2025–2026 in an amount not to exceed $10,902,807.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves payment for invoices for various software maintenance support agreements from software vendors or their representatives for Fiscal Year 2025-2026 in an amount not to exceed $10,902,807, contingent on Council approval of the Fiscal Year 2025-2026 City of Modesto budget.

BE IT FURTHER RESOLVED, that the City Manager or his designee is hereby authorized to execute the software maintenance support agreements. #15..
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06/03/2025/IT/DBooker/Item X 2 2025-XX
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 3rd day of June, 2025, by Councilmember ________, who moved its adoption, which motion being duly seconded by ________, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST: _____________________________

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

BY: ________________________________
JOSE M. SANCHEZ, City Attorney
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Exhibit A - Annual Software/Hardware Maintenance Agreements FY 25-26 Under $100K
Title Description Vendor Department Fund Resolution Number PO No. Agreement Start Agreement End Projected Maintenance Cost Activation Case Management Sytstem Activation ITD 5230 1/1/2025 12/31/2026 $ 2,954.00 Adobe Enterprise Creative Cloud All Apps 30 : Professional 300 Carahsoft ITD 5230 3/7/2025 3/6/2026 $ 60,903.00 Adobe Sign 5000 Transactions ITD 3/7/2025 3/6/2026 $ 13,613.00 Allison - Bus Transit Maintenance Software for City Buses Allison PWO 5400 11/26/2025 11/25/2026 $ 815.00 Allison - Fleet Fleet Maintenance Software for Corp Yard & Cop Shop Allison PWO 5400 11/21/2025 11/20/2026 $ 815.00 AQ2 Discrete Analyzer
AQ2 DISCRETE ANALYZER, 090400,
090752 Seal Analytical UPP 4210 2019-317 167757 11/26/2025 11/25/2026 $ 9,130.00 ARIN Public IP Address Fees Public IP Addresses ARIN ITD 5230 1/1/2026 12/31/2027 $ 1,058.00 AutoCAD Engineering Plan Design Software DLT ITD 5230 2019-317 164472 1/1/2026 12/31/2026 $ 34,914.00 Automated Parking System
NowCare Premium Support Agreement
Tech support for automated parking system software &
hardware Amano McGann Inc PWO 4000 2019-317 173179 4/1/2026 3/31/2027 $ 58,190.00 AutoTURN Map
Performs turning movement analysis to check vehicle
access and ensure vehicles have enough space to circulate around an area safely and efficiently Transoft Solutions ENG 1700 211471 12/20/2025 12/19/2026 $ 931.00 BEACON
Meter Reading system used by Water Services Division and used with Naviline Utility Billing. Badger Meter UPP 4100 12/8/2025 12/7/2026 $ 31,740.00 BlueBeam
Comprehensive AECO collaboration for companies and
power users at unlimited project scale BlueBeam ENG 1300 11/29/2025 11/28/2026 $ 2,793.00 BlueDag
Americans with Disabilits Act (ADA) transition Plan
software integrated and Application Programming
Interface (API) with existing software BlueDag, LLC HUR 5310 10/29/2024 1/26/2028 $ 78,234.00 Box.com Encrypted File Transfer Box.com ITD 5230 1/1/2026 12/31/2026 $ 14,918.00 CAD System Maintenance
CAD System Maintenance MPD share of 911
Communications Center -billed by Stanislaus County Central Square Technologies MPD 0100 2019-317 N/A 4/30/2025 4/30/2026 $ 81,466.00 Callyo Softrware for ISD Callyo MPD 0100 272020 12/4/2025 12/3/2026 $ 15,131.00 Calm Software Subscription for Mediatation and Mental Health Calm Com, Inc., HUR 5230 251702 243310 12/8/2023 12/10/2027 $ 16,632.00 Canva Marketing materials development tool Canva PRN 0100 12/2/2025 12/1/2026 $ 317.00 Canva
Online graphic design platform that is used to create social media graphics and presentations. Canva ITD 5230 12/2/2025 12/1/2026 $ 233.00 Canva Solid Waste to produce outreach materials Canva PWO 4891 12/2/2025 12/1/2026 $ 317.00 CAT diagnostic software Fleet Maintenance Software for Corp Yard & Cop Shop CAT diagnostic softwarePWO 5400 12/8/2025 12/7/2026 $ 5,935.00 CEB - OnLAW Pro- Unlimited Online Subscription to CEB Online Legal research. Continued Education of the Bar (CEB) CAO 4010 N/A N/A 11/21/2025 11/20/2026 $ - Cellebright Guardian Annual Software of phone/digital evidence storage Carahsoft Technology Group MPD 0100 275571 7/1/2025 6/29/2028 $ 66,000.00 Cisco ASA 5508-X AMP/IPS
Subscription License
Cisco ASA5508 FirePOWER IPS and AMP Licenses for
SCADA Cisco UPP 4100 11/21/2025 11/20/2026 $ 9,310.00
Cisco ASA 5508-X SmartNet Support Cisco ASA5508 Firewall Support for SCADA Cisco UPP 4100 12/31/2025 12/31/2026 $ 11,764.00 Cisco Duo MFA Multi-Factor Authentication (MFA) 500 seats Telcion ITD 5230 12/4/2025 12/3/2026 $ 29,095.00 Cisco Maintenance True-up Mid
Agreement Cisco SmartNET & Licensing Maintenance Cisco ITD 5230 12/11/2025 12/28/2026 $ 10,830.00 Civic Plus - City Website
Content Management System and Hosting - Public Web
Site Civic Plus ITD 5230 2018-409 150347 12/11/2025 12/28/2026 $ 41,262.00 CLEAR Search
CLEAR Search Software utilized by Crime Analysts as an
investigatory tool as a subscription service. Paid monthly Thomson-Reuters MPD 0100 12/11/2025 12/28/2026 $ 4,774.00 Commercial Real Estate Exchange Commercial Real Estate information Crexi CED 0100 11/30/2025 11/29/2026 $ 3,364.00 Commvault Disaster Recovery Software Meridian ITD 5230 2019-317 181143 6/8/2025 6/7/2026 $ 51,055.00 ConCentRICs Pervasive
Convention Center Resource Information and Control
System (ConCentRICs) - Event Registration System R I C CORP PRN 4700 2019-317 194377 7/1/2025 6/30/2026 $ 6,438.00 CopLink Export CopLink export from Inform RMS Central Square Technologies MPD 0100 276370 12/20/2025 12/19/2026 $ 3,174.00 CopWare: Legal Sourcebook,
California Codes, and Mobile App
California Peace Officers Legal Sourcebook Site License for 151-200 Sworn Officers. Provides sworn personnel with an on-line resource for accessing this information and
California Codes Mobile App License for 2 CopWare MPD 0100 2019-317 275140 12/14/2025 12/13/2026 $ 5,290.00 Cordico App
Cordico App - For assistance with Officer Wellness used by Officers Lexipol MPD 0100 282476 12/1/2025 11/30/2026 $ 30,682.00 CRM Customer Relationship Management (CRM) Pacific Point CED 100 N/A N/A 2/28/2026 3/31/2027 $ 33,686.00 CoStar Commercial Real Estate Information CoStar CED 0100 2019-317 160991 11/29/2025 11/28/2026 $ 6,208.00 Covert Track Service
Annual Maintenance for GPS Trackers for Investiations,
used by PCU Special Services Group LLC MPD 0100 2019-317 290413 3/1/2026 2/28/2027 $ 14,283.00 1 #15..
- 342 -
Exhibit A - Annual Software/Hardware Maintenance Agreements FY 25-26 Under $100K
Title Description Vendor Department Fund Resolution Number PO No. Agreement Start Agreement End Projected Maintenance Cost Cradle Point for POD Cameras
Renewal of licenses for the cradle point for POD Cameras and Armadillo AT&T MPD 0100 2022-256 236207 11/25/2025 11/24/2026 $ 4,761.00 Crash Data Recorder
Annual Software Subscription to Crash Data Recorder
(CDR). This is utilized by the Traffic Unit for imaging Air Bag Control Modulars in the event of a fatal accident. Crash Data Group, Inc.MPD 0100 2019-317 P-card 11/21/2025 11/20/2026 $ 2,116.00 Cricut
Image templates nad marketing materials development
tool Cricut PRN 0100 12/1/2025 11/30/2026 $ 127.00
Crimemapping.com
Public Facing police incident map for citizens to view. Also for Annual renewal of End User License & Software
Support Agreement for CrimeMapping software. Crime
Analyst crime mapping tool. CentralSquare Technologies MPD 0100 2019-317 287281 12/31/2025 12/31/2026 $ 4,761.00 Critical Reach
Critical Reach APBnet Bulletin Service
Annual Fee for use of software, servers,
network bandwith & user support Critical Reach MPD 0100 2019-317 287279 1/1/2026 12/31/2027 $ 1,799.00 Cummins - Bus Transit Maintenance Software for City Buses Cummins PWO 5400 2/21/2026 2/22/2027 $ 3,491.00 Cummins - Fleet Fleet Maintenance Software for Corp Yard & Cop Shop Cummins PWO 5400 12/31/2025 12/31/2026 $ 582.00 Debt Mgmt Software Debt Mgmt Software Debtbook FIN 0100 1/17/2025 1/16/2026 $ 13,500.00 Dell/HP Servers Dell/HP Server Maintenance Dell/HP ITD 5230 7/1/2025 6/30/2026 $ 13,966.00 Detroit - Bus Transit Maintenance Software for City Buses Detroit PWO 5400 9/3/2025 9/3/2026 $ 815.00 Digicert Digital Security Certificates for multiple Modesto domains Digicert ITD 5230 7/1/2025 6/30/2026 $ 2,116.00 Discovery Attender
2 licenses for Software tool for Public Records Requests, Subpoena's, and etc. Sherpa ITD 5230 2019-317 PCard Purchase - Phil 3/4/2026 3/3/2027 $ 3,174.00 Docusign Electronic Signature System Docusign ITD 5230 2019-475 172119 11/29/2025 11/28/2026 $ 27,320.00 DogTeam Pro Web & App base K9 Activity reporting; statistical system DogTeam Pro MPD 0100 271495 4/1/2026 3/30/2027 $ 3,872.00 DTC - Telecommunications Services NEC Phone System and Support DTC ITD 5230 189187 9/14/2025 9/13/2027 $ 23,276.00 Ecite Software Ecite Software Annual Maintenance Crossroads MPD 0100 279252 6/30/2023 6/30/2026 $ 2,910.00 Efax LCMData Efax Service LCMData FIN 4100 3/2/2025 3/1/2026 $ 2,420.00 Enercalc SE Cloud Structural Engineering Library Enercalc UPP 4210 3/31/2026 3/31/2027 $ 1,862.00 Express / WebView
Enterprise Content Management software that manages
documents related to Customer Services. Primarily stores Utility Bills and related reports. WebView is web based interface to retrieve documents. Various types of
documents can be archived. Ability t S4i Systems FIN 4100 2021-226 184356 7/1/2025 6/30/2026 $ 5,610.00 FA Suite Applications Fleet Work Order System AssetWorks PWO 5409 2019-317 169900 12/1/2025 11/30/2026 $ 43,536.00

FARO SCENE
3D Scene Maintenance Software Licensing and
Maintenance Agreement for the Faro Technologies Laser
Scanner. This software is used to capture and process
datapoints into diagrams and is used by both Traffic
Officers for collision scenes and ISD Detectives Faro Technologies MPD 0100 208007 8/13/2025 8/14/2026 $ 3,026.00 FlowBird
Extended warranty and customer phone support for
parking meter software & hardware Parkeon PWO 4000 198585 1/1/2026 12/31/2027 $ 4,065.00 Forcepoint Security Software Web Filter 1200 seats total ePlus ITD 5230 2018-396 129355 12/20/2025 12/19/2026 $ 52,371.00 Ford - Fleet Fleet Maintenance Software for Corp Yard & Cop Shop Ford PWO 5400 10/1/2025 10/1/2026 $ 1,978.00 Forensic Explorer
By GetData Forensics Company. High Tech Crimes Unit
investigatory tool. Getdata Forensics USAMPD 0100 2019-317 287280 11/30/2025 11/29/2026 $ 735.00 Genetec Licensing Licenses for cameras, POD, LPRS Best Communications MPD 0100 284022 10/1/2025 9/30/2030 $ 44,568.00 Genetec Security Desk
Annual Renewal for server federation and cameras for
MPDs Video Surveillance System Genetec ITD 5230 11/1/2025 10/31/2026 $ 23,276.00 GIS Flyover Layers Aerial Tile layer from flyover service NearMap ITD 5230 279752 7/19/2025 7/18/2026 $ 31,994.00 GO ANYWHERE MFT (City)
"GoAnywhere MFT -
Managed File Transfer software used to manage data from various databases and servers both internal and external to City. Project execution can be automated and triggered by various methods. Used to help centralize data file
transfers. Fortra ITD 5230 2021-226 180098, 185525 7/1/2025 7/2/2026 $ 11,744.00 GO ANYWHERE MFT 5.4.4 (PD)
Managed File Transfer software used to manage data from various databases and servers to City. Used to help
centralize data file transfers, primarily used with InTime to transwer to City Payroll Fortra MPD 0100 2019-317 275488 7/1/2025 6/30/2026 $ 2,275.00 2 #15..
- 343 -
Exhibit A - Annual Software/Hardware Maintenance Agreements FY 25-26 Under $100K
Title Description Vendor Department Fund Resolution Number PO No. Agreement Start Agreement End Projected Maintenance Cost GoModesto
GoModesto application used by the public on mobile
devices to submit issues/requests to the city.GoModesto! is an intuitive, multi-lingual, on-the-go reporting tool allowing residents of Modesto to report issues like street flooding, light outages, ille Granicus OneView ITD 5230 2019-317 169390 11/16/2026 11/15/2027 $ 56,603.00 GovInvest Labor Tracking Software GovInvest, Inc. HUR 0100 7/2/2025 7/1/2026 $ 13,754.00 Gray Key Forensic tool to extract data from Iphones Magnet Forensics MPD 0100 279088 8/4/2025 8/9/2026 $ 57,545.00 HDL Interface Oracle/SpryPoint Go LiveHDL Interface Oracle/SpryPoint Go Live HDL Prime Interface FIN 0100 7/1/2025 6/30/2026 $ 16,000.00 HDL Prime Business license, TOT, Cannabis Tax Software application HDL Companies Business License FIN 0100 2021-226 185546 8/1/2025 7/31/2026 $ 31,500.00 HSQ - Phone Support
HSQ (SCADA)- CMMS manage and maintain regulatory
process data HSQ UPP 41004210 2016-495 112702 Agreement 11/1/2022 10/31/2027 $ 56,074.00 Hyland - OnBase Agenda Agenda Management System Hyland ITD 5230 2019-474 165054 11/1/2025 10/31/2026 $ 41,897.00 Hyland - SaaS Fees (Video Hosting) Video Hosting for Agenda Management System Hyland ITD 5230 2019-474 169915 11/1/2025 10/31/2026 $ 15,341.00 IA Pro - Blue Team
Blue Team Annual Maintenance including all
software upgrades, associated materials and
technical support via phone and e-mail Versaterm MPD 0100 207516 8/1/2025 7/31/2026 $ 1,862.00 IAProfessional & BlueTeam Suite
Internal affairs case management and Officer in-field use of force reporting. Versaterm MPD 0100 2019-317 207516 8/1/2025 7/31/2026 $ 3,259.00 IdeaWake
Innovation idea collector, rating, ranking application for Employee Innovation Program IdeaWake HUR 5230 12/1/2025 11/30/2026 $ 8,464.00 Ignition SCADA Ignition SCADA support for NVRRWP Inductive Automation UPP 4210 155721 4/3/2026 4/2/2027 $ 14,604.00 InfoSWMM - Stormwater Modeling InfoSWMM - Stormwater Modeling Innovyze UPP 4480 7/1/2025 6/30/2026 $ 6,440.00 InfoSWMM (InfoWorks) - Hydraulic
Sewer Model InfoSWMM - Hydraulic Sewer Model TD SYNNEX/DLT Solutions UPP 4210 8/15/2025 8/14/2026 $ 4,364.00 InfoWater
Annual Maintenance & Software
Agreements for InfoSWMM & InfoWater
(Floating License #FLM43R10101-0001041)
InfoWater is a fully GIS integrated water distribution
modeling and management software application. Built
atop ArcGIS™ using the latest Microsoft .N TD SYNNEX/DLT Solutions UPP 4100 2019-317 163733 8/15/2025 8/14/2026 $ 14,548.00 infraMap
Utilized by the Water Department to perform valve
turning, backflows, and 811 tickets (USA tracking).

Disconnected use for Work Orders, Inspections, Isolation Traces, One-Click Reporting, Redlining and Data Collection.

Directly control and record data fro iWater UPP 4100 2019-317 165580 11/1/2025 10/31/2026 $ 10,580.00 InTime Scheduling & Timekeeping
Intime is used by the MPD to build the departments
complex 24/7 patrol calendar. This includes rotating shifts, shift bidding by seniority, minimum staffing management, and outside work agreement management. InTime is a full Scheduling and Payroll system InTime Solutions MPD 0100 2019-317 279314 8/1/2025 7/31/2026 $ 50,441.00 IP2 Annual Location License IP2 MPD 0100 PCard 11/24/2025 12/3/2027 $ 931.00 IT Pipes CCTV Inspection Software IT Pipes UPP 4210 1/31/2026 1/31/2027 $ 2,619.00 Ivanti Patch Management System Ivanti ITD 5230 1/15/2026 1/14/2027 $ 47,954.00 IVR & IVR Remote Desktop
Phone IVR system used by Finance/Customer Services
(Utilities) and CED/Building Safety to allow citizens to phone in and pay utility bill or schedule permit inspections, etc. Selectron FIN 5230 2019-317 164522 11/1/2024 10/31/2025 $ 35,543.00 John Deere - Fleet Fleet Maintenance Software for Corp Yard & Cop Shop John Deere PWO 5400 10/1/2025 10/1/2026 $ 5,586.00 KnowBe4 Cybersecurity Education Program KnowBe4 ITD 5230 5/31/2026 6/30/2027 $ 13,754.00 LabWorks
Laboratory Information Management System (LIMS) for
Wastewater and Water Labworks UPP 4210 2019-317 144713 8/1/2025 7/31/2026 $ 19,702.00 LCP Tracker Labor Compliance Software LCP ENG 1300 4/5/2023 4/4/2026 $ 62,250.00 LETS Software Used by CNT for Communication LETS MPD 0100 271493 4/1/2025 4/1/2026 $ 2,645.00 3 #15..
- 344 -
Exhibit A - Annual Software/Hardware Maintenance Agreements FY 25-26 Under $100K
Title Description Vendor Department Fund Resolution Number PO No. Agreement Start Agreement End Projected Maintenance Cost Lexipol LE
Annual renewal of Lexipol LE Policy Manual Update
Subscription; LE Procedures Manual On-Line; LE
Management Services. Utilized by MPD to provide online
version of Policy Manual, policy manual updates; electronic signature tracking for disbursal to staff a Lexipol MPD 0100 2019-317 283533 10/1/2025 9/30/2026 $ 52,900.00 LexisNexis
Online Subscription to CA National Gov. Package and
Practical Guidance - State & Local Gov. for usage of the legal research platform. LexisNexis CAO 4010 N/A N/A 11/30/2025 11/29/2028 $ 5,500.00 LexisNexis Risk: Skip Tracing SkipTracing Services (Collection Process) LexisNexis FIN 41000100 2021-226 194004 6/1/2025 6/1/2026 $ 8,500.00 Library Software Safari Software Surpass UPP 4210 5/1/2026 6/30/2027 $ 559.00 Liebert Uninterruptible Power Supply (UPS) Liebert Uninteruptable Power Supply (UPS) Vertiv ITD 5230 2019-317 149956 3/1/2026 2/28/2027 $ 29,234.00 Linko Database Program CROMEER Compliant Software Aquatic Informatics (FMA Linko Technologies) UPP 4210 020-516 194434 4/1/2026 3/31/2027 $ 102,356.00 Linux (Red Hat) Red Hat Linux Licensing for Oracle EBS CDWG ITD 5230 114592 7/17/2025 7/16/2026 $ 34,914.00 Live Action NetTool Network Monitoring Tool Telcion ITD 5230 1/10/2026 1/9/2027 $ 32,824.00 Loftware Barcode and Labeling System Loftware FIN 5110 161871 7/16/2025 7/15/2026 $ 738.00 Lucity
Lucity provides asset and maintenance management
software solutions. The Lucity suite offers you a
comprehensive solution for Work Management. The Work
modules allow you to establish your work flow, track
customer requests, create work orders, establish Lucity ITD 5230 2018-117 143851 4/4/2024 4/4/2029 $ 50,043.00 Mack/Volvo - Fleet Fleet Maintenance Software for Corp Yard & Cop Shop Mack/Volvo PWO 5400 10/1/2025 10/1/2026 $ 3,666.00 Magnet IEF
SMS
Magnet IEF; SMS Magnet IEF Triage Module; SMS Magnet
IEF Module Mobile Artifacts; SMS Magnet IEF Module
Business Applications. Investigatory tool. Magnet Forensics MPD 0100 2022-256 288250 12/31/2024 12/31/2026 $ 5,353.00 Maintenance Connection CMMS
PRND (Park Ops) $3800
Public Works - $380 0
Public Works x2 - $2376
Annual Tech Support Renewal $1123
Total $18,164 Maintenance ConnectionUPP 42104480 2017-107 133621 Agreement 4/24/2026 4/23/2027 $ 33,611.00 Maintenance Connection CMMS -
Public Works
Maintenance Connection - Annual Technical Support,
including hosting, software maintenance, technical
support, and upgrades, and 2 licenses; approx $4500/yr.

MC Express support & maintenance (approx $610/yr). Accruent PWO 5800 2019-317 203454, 209652 7/1/2025 6/30/2026 $ 6,962.00 Maintenance Connection CMMS - Utilities
Maintenance Connection and MC Express; CMMS used to
manage and maintain assets and coordinate maintenance
of sewer plants Accruent UPP 42104280 2017-107 133621 Agreement 4/24/2026 4/23/2027 $ 8,147.00 Manage Engine Password Manager Pro
Manage Engine Password Manager Pro: 15 Administrator
licenses CDWG ITD 5230 2019-317 180144 5/18/2026 5/17/2027 $ 3,831.00 MediaStar Digital Signage - Utilities
Application used to schedule, acquire and store video
media. Electronic bulletin board used at the Corp Yard Cabletime UPP 41004210 7/1/2025 6/30/2026 $ 7,396.00 Meraki MDM Mobile Device Management System Full Version Telcion ITD 5230 165596 8/3/2025 8/2/2026 $ 29,513.00 Meraki WiFi WiFi Licenses Telcion ITD 5230 3/14/2026 3/13/2027 $ 3,713.00 Message On Hold System Message On Hold System for MPD Spectrio MPD 0100 272860 2/28/2026 3/1/2027 $ 794.00 Metalic Secured Disaster Recovery Backup Meridian ITD 5230 6/25/2026 6/24/2027 $ 39,373.00 Mitchell 1 Diagnotic - Fleet Fleet Maintenance Software for Corp Yard & Cop Shop Mitchell 1 Diagnotic PWO 5400 10/28/2025 10/27/2026 $ 2,910.00 Monday.com subscription
Annual License for 100 licenses of the Work Management
module Enterprise version Monday.com MPD 0100 289299 3/18/2025 3/17/2026 $ 39,612.00 Monday.com subscription
Annual License for 100 licenses of the Work Management
module Enterprise version Monday.com ITD 5230 289299 11/26/2025 11/25/2026 $ 39,612.00 Monsido and CommonLook ADA site compliance tool and pdf document remediation CivicPlus ITD 5230 10/1/2026 9/30/2027 $ 37,125.00

NEC AFIS
Renewal of Annual Maintenance and Support for the
NEC AFIS (Automated Fingerprint Identification System)
used by the Police Department to take and send
fingerprints to DOJ as part of background process for new applicants. NEC Corporation of America MPD 0100 2019-317 283377 9/30/2025 9/29/2026 $ 9,310.00 NEC Phone System 9300 SW City Phone System DTC ITD 5230 150135 12/11/2025 12/28/2026 $ 49,541.00 NEC Phone System Software NEC Software system for MPD Phone System DTC - Digital Telecommunications Corp MPD 0100 275168 6/30/2025 6/30/2026 $ 16,293.00 4 #15..
- 345 -
Exhibit A - Annual Software/Hardware Maintenance Agreements FY 25-26 Under $100K
Title Description Vendor Department Fund Resolution Number PO No. Agreement Start Agreement End Projected Maintenance Cost NEC Software Assurance
Software assurance which provides the ability for IT staff to contact DTC/NEC for system support, access to software
upgrades and services for the department's Voice over IP phone system. DTC - Digital Telecommunications Corp MPD 0100 205348 6/30/2025 5/29/2026 $ 3,724.00 NEC SV9300/UM8700 - PD MPD PBX and Voicemail Maintenance DTC ITD 5230 6/1/2026 5/31/2027 $ 49,540.00 Neighborly Cloud based HUD project and grant management Benevate dba Neighborly Software CED 1133 2021-436 8/23/2025 12/1/2027 $ 41,262.00 NeoGov Onboarding
Electronic Recruitment and Onboarding System including
Modules: Perform, Custom Employee Integration, Insight, and Onboard NeoGov ITD 5230 2019-317 154814 2/15/2026 2/14/2027 $ 96,894.00 Nessus-Tenable Vulnerability Scanner CDWG ITD 5230 2019-317 162468 10/8/2025 10/7/2026 $ 3,367.00 NetFile Paperless Form 700 Suite
E-filing system for the 700 forms & Campaign Form Filings.

Manages tasks, forms, and filing. Completely web-based
with a portal for public viewing. NetFile ITD 5230 2019-304 168574 10/23/2026 10/23/2027 $ 10,580.00 Netmotion Analytics NetMotion Maintenance Mobile Wireless, LLC ITD 5230 2019-317 173142 1/17/2026 1/16/2027 $ 13,966.00 Netmotion Software
Mobility application for 127 devices and 1 additional server police module Mobile Wireless - NetMotion MPD 0100 2019-317 271605 4/1/2025 3/31/2026 $ 17,986.00 Network Support Services 3rd Party Network Support Services Telcion ITD 5230 2/2/2026 2/1/2027 $ 55,016.00 NextRequest Public Records Management software. NextRequest ITD 5230 165169 9/1/2025 8/31/2026 $ 10,263.00 NIBRS Handle PDF Documents Central Square Technologies MPD 0100 276370 10/1/2025 9/29/2026 $ 29,095.00 NIGP Consulting NIGP 5-Digit Commodity Code License Renewal Periscope Holdings FIN 0100 2019-317 159089 7/1/2024 6/30/2025 $ 968.00 Nimble Virtual Networking Storage Nimble Disk Storage System Nimble ITD 5230 2/2/2026 2/1/2027 $ 17,457.00 Offender Watch Sex Registrant Database Subscription Offenderwatch MPD 0100 286289 11/7/2025 11/6/2026 $ 18,515.00 OnBase - PD
OnBase is used by MPD as our Enterprise Content
Management Sytem (ECM). Scanned images of Police
Reports and post-mandated training related documents
are stored in OnBase. OnBase Annual Maintenance and
Support for LocalGovernment Web Server. OnBase Local Hyland Software MPD 0100 2019-317 272009 5/1/2025 4/30/2027 $ 33,856.00 OpenGov Public Bidding Solution OpenGov FIN 0100 2024-206 279218 6/11/2024 6/9/2027 $ 81,804.00 Oracle Analytics and Cloud Oracle Analytics and Cloud Infrastructure Oracle ITD 5230 2023-136 273712 5/1/2024 5/1/2029 $ 102,560.00 Oracle LVF Oracle Annual Incremental License Fees (ILF) Oracle ITD 5231 12/31/2026 12/31/2027 $ 26,316.00 Oracle ERP Project Costing Support# 20740384 - Old Support # 5163867 Oracle ITD 5230 2019-317 181144 7/1/2025 6/30/2026 $ 7,907.00 Oracle Financials #1 Support# 6853126 - Old Support # 5729309 Oracle ITD 5230 2019-317 164492 11/21/2025 11/20/2026 $ 5,493.00 Oracle Financials #2 Support# 6853126 - Old Support # 18679065 Oracle ITD 5230 2019-317 165168 8/9/2025 8/8/2026 $ 17,124.00 Oracle Financials True Up
Support# Enterprise $M in Op Budget - Support #
40781130 Oracle ITD 5230 4/13/2026 4/12/2027 $ 44,331.00 Oracle Financials True Up
Support# Enterprise $M in Op Budget 20740384 - Old
Support # 20338629 Oracle ITD 5230 7/1/2025 6/30/2026 $ 5,268.00 Oracle Human Resources #1 Support# 20740384 - Old Support # 5109761 Oracle ITD 5230 2019-317 181147 7/1/2025 6/30/2026 $ 9,875.00 Oracle Human Resources #2 Support# 20740384 - Old Support # 5896965 Oracle ITD 5230 2019-317 181145 7/1/2025 6/30/2026 $ 9,139.00 Oracle Human Resources #3 Support# 6853126 - Old Support # 6853126 Oracle ITD 5230 2019-317 161856 8/3/2025 8/2/2026 $ 10,598.00 Oracle Supply Chain Management Support# 20740384 - Old Support # 5137117 Oracle ITD 5230 2019-317 181146 7/1/2025 6/30/2026 $ 2,224.00 Oracle Tuning Pack Support# 6853126 - Old Support # 5721756 Oracle ITD 5230 2019-317 162446 11/16/2025 11/15/2026 $ 3,305.00 Parkfolio
Monthly connectivity charges with Level 3 Alarms,
Statistics and CR Card for 5 multispace parking meters Parkeon PWO 4000 164219 1/1/2026 12/31/2027 $ 3,936.00 PasswordManager Pro Password Manager PasswordManager ITD 5230 7/1/2025 6/30/2026 $ 5,290.00 PerfectMind
Perfect Mind, Recreation Software, used for Facility
Rentals and Program Registrations PerfectMind PRN 0100 2017-243 164471 6/27/2025 6/25/2028 $ 15,411.00 Permitium
Software subscription for CCW permits and renewal of
permits Permitium LLC MPD 0100 276383 6/1/2025 5/31/2026 $ 4,973.00 PINS Advantage Electronic Insurance Certificate Management System PINS HUR 0100 10/24/2025 10/23/2026 $ 11,109.00 PINS Advantage Electronic Insurance Certificate Management System PINS Advantage ITD 5230 209-317 169499 10/27/2025 10/24/2026 $ 10,474.00 Planet Bids Bid Management Software Planet Bids ITD 5230 2019-317 161903 7/1/2025 6/30/2026 $ 15,234.00 Planview PPM Pro
City-wide project and software portfolio management
system. Planview ITD 5230 2019-317 172696 12/1/2025 11/30/2026 $ 17,575.00 PLX
Annual renewal of annual maintenance and support
services for Collection Maintenance Premium & Analytical Maintenance. Investigatory tools used by PD Penlink MPD 0100 2019-317 289183 1/1/2026 12/31/2027 $ 34,914.00 Policy Management Software City-wide Policy and Procedure Management Software Navex Global Inc. ITD 5230 196351 1/27/2026 1/26/2027 $ 32,361.00 PosterMyWall Marketing materials development PosterMyWall PRN 0100 2/9/2025 2/9/2026 $ 339.00 PowerDMS
Paperless Daily Observation Reports for Field Training
Program & Manual for training PowerDMS MPD 0100 287284 12/4/2025 12/3/2026 $ 5,819.00 5 #15..
- 346 -
Exhibit A - Annual Software/Hardware Maintenance Agreements FY 25-26 Under $100K
Title Description Vendor Department Fund Resolution Number PO No. Agreement Start Agreement End Projected Maintenance Cost Proofpoint Email Security Email security filter and spam blocker Proofpoint ITD 5230 5/9/2026 5/8/2027 $ 45,198.00 Proofpoint Enterprise Archive Email archival system Proofpoint ITD 5230 5/9/2026 5/8/2027 $ 44,806.00 Public Safety Citizen Reporting
Module
On-line reporting system allowing citizens to file police reports online. Central Square Technologies MPD 0100 2018-210 276370 7/1/2025 6/30/2026 $ 10,474.00 RASWIN RASWIN Point of Sale Cash Receipting System Quadrant FIN 4100 1/1/2026 12/30/2027 $ 6,655.00 RASWIN Sprypoint Migration Point of Sale Cash Receipting System Quadrant FIN 4100 2021-226 168407 7/1/2025 6/30/2026 $ 5,500.00 Register.com
Registration service for Modesto's 39 owned domain
names Register.com ITD 5230 2019-317 Pcard Purchase 9/21/2020 9/23/2029 $ 19,256.00 Remit Plus
Check scanning application to send check payments to
bank Jack Henry & Associates, Inc. FIN 4100 2021-226 183868 7/1/2025 6/30/2026 $ 9,000.00 Rentalscape
Software to track Short Term Rentals (STR) and provide
business address Deckard FIN 0100 9/29/2025 9/28/2026 $ 1,980.00 Rockwell TechConnect - AssetCentre
Rocwell Factory Talk AssetCenter - PLC Asset Management Subcription License and Support Rockwell UPP 4210 5/14/2026 5/13/2027 $ 8,147.00 Rockwell TechConnect - HMI
Rockwell Factory Talk SE View, Studio 5000, RS Logix
Support Rockwell UPP 4210 7/19/2025 7/20/2026 $ 4,731.00 Scantron Scanner hardware support for HR Scantron Corporation HUR 0100 2019-317 157641 6/12/2026 6/11/2027 $ 1,169.00 Server M1000 Maintenance
Hardware Maintence support for Dell M1000 server
platform Dell ITD 5230 6/1/2026 5/31/2027 $ 61,100.00
ShareGate SharePoint Management Tool ShareGate ITD 5230 7/1/2025 6/30/2026 $ 7,832.00 SitStat Licensing
Emergency operations situational awareness
platform and resource alerting system - 15 licenses @
$300.00 / each. Stanislaus County of Emergency Services MFD 0100 11/1/2025 11/1/2026 $ 5,237.00 Software for ID Employee Badges
Annual Software and Hardware Maintenance LE Renewal
for Imageware. Imageware is a software and hardware
system utilized in creating police department employee ID badges. Genetec Security DeskMPD 0100 7/1/2025 6/30/2027 $ 10,580.00 Solid Waste Management Software
Solid Waste, Salesforce software for waste management,
compliance, code enforcement Carahsoft PWO 4891 2024-185 279244 4/5/2025 4/5/2026 $ 72,000.00 Star Chase GPS projectile subscription for Star Chase Launcers Star Chase MPD 0100 288270 12/20/2025 12/18/2028 $ 58,613.00 Star Net Pro
STAR*NET Pro Annual Maintenance Subscription
(Engineering) Microsurvey UPP 1300 7/1/2025 6/30/2026 $ 846.00 Star*Net Pro STAR*NET Pro (Annual Maintenance Subscription) MicroSurvey ENG 1300 2019-317 158039 6/30/2026 6/29/2027 $ 846.00 StreetSaver
A computer-based pavement management system, that
allows agencies better maintain their local streets and roads. Metropolitan Transportation ENG 1300 2019-317 Non PO Form 3/1/2026 2/28/2027 $ 4,761.00 T2 Parking Citations
Cloud system for T2 Parking Citation processing and
appeals. Online payment portal. Managed by
Finance/Customer Service staff. T2 Systems FIN 0100 2021-226 191517 12/1/2025 11/30/2026 $ 31,901.00 Tap It Call Accounting Track all incoming & outgoing calls DTC - Digital Telecommunications Corp MPD 0100 276368 11/25/2025 11/24/2026 $ 951.00 Target Solutions Online Training System Vector Solutions MFD 0100 2021-226 211871 1/1/2026 12/31/2027 $ 27,223.00 Tenable Nessus Vulberability Scanner Nessus ITD 5230 12/2/2025 12/1/2026 $ 5,290.00 The Meeting Advantage
Web-based tool designed to solve one of the most painful and common realities in business — unfocused, ineffective and mediocre meetings. The Table Group ITD 5230 11/21/2025 11/20/2026 $ 524.00 TLOxp TransUnion
TLO Monthly Subscription to database. Utilized by Crime Analysts as an investigatory tool. Monthly charge is based on usage. Trans Union Risk and Data Solutions MPD 0100 12/1/2025 11/30/2026 $ 10,157.00 Toad for Oracle Oracle Database Tool DLT ITD 5230 2019-317 178837 4/30/2025 4/29/2026 $ 8,846.00 Trafficware (Synchro)
Trafficware advances motorists' quality of life and
promotes green initiatives by optimizing the flow of
motorist and pedestrian traffic, while also expediting the arrival of emergency vehicles and maintaining transit
vehicle schedules. Trafficware/Cubic PWO 1700 3/16/2026 3/16/2027 $ 561.00 Training Software - Lefta
Training Software used to keep track of the POSTmandated training that officers complete. Lefta MPD 0100 279088 12/1/2025 11/30/2026 $ 9,205.00 Transparity (Traffic)
Application that manages communication with traffic
signal equipment for programming, etc . Used by PW staff on 4th floor. Used to be "QuicNet" but upgraded on
6/25/2018 to Transparity. McCain, Inc. PWO 1700 2019-317 203341 8/31/2024 8/31/2027 $ 13,701.00 6 #15..
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Exhibit A - Annual Software/Hardware Maintenance Agreements FY 25-26 Under $100K
Title Description Vendor Department Fund Resolution Number PO No. Agreement Start Agreement End Projected Maintenance Cost Trimble Access
Trimble Access (Annual Software Maintenance
Subscription) California Surveying & Drafting Supply ENG 1300 p-card 11/25/2025 11/24/2026 $ 725.00 TSI Incorporated
Annual maintenance and calibration of the fit testing
machines to ensure they are calibrated to the original
manufacturer's specifications/the National Institute of Standards and Technology (NIST) *Paid for two calibrations in 2 year service agreement TSI Incorporated MFD 0100 203798 6/14/2025 6/14/2026 $ 2,234.00 Tyler Data Management Data analytics and graphical presentation application Tyler ITD 5230 2/15/2026 2/14/2027 $ 84,640.00 Vector Solutions - CrewSense Fire Crew call back scheduling / hiring system Vector Solutions MFD 0100 2021-226 207580 11/30/2025 11/29/2026 $ 18,887.00 Vector Solutions Training
Online courses for CEU/Contact Hours for Water and
Wastewater Divisions Vector Solutions UPP 4100 3/26/2026 3/24/2027 $ 7,618.00 Veritone - RIPA
Annual license for Veritone for state mandated RIPA
reporting Veritone MPD 0100 288557 1/1/2026 12/31/2026 $ 20,102.00 Vertex Payroll Tax Q Series
Online resource to download tax files for integration into Oracle HRMS for payroll processing. Vertex ITD 5230 2019-317 160164 11/30/2025 11/29/2026 $ 13,805.00 Vertiv Battery back up service for MPD servers Vertiv MPD 0100 3/1/2026 2/28/2027 $ 23,276.00 Video Collection - FirstTwo
Annual license for FirstTwo which integrates Fusus and
provides real time public data, mapping, and social media marking in real time FirstTwo MPD 0100 275486 12/20/2025 12/19/2026 $ 15,235.00 Vigilant - EA
Contract with Vigilant for annual ESA subscription for 29 LPR Camera license keys & VS ISA Integration service for non-Vigilant LPR Cameras Motorola Solutions MPD 0100 215175 1/1/2026 12/31/2027 $ 23,276.00 Vigilant - Maintenance
Software maintenance for LPRs, Software license Key Fee for each camera, Commercial Data Fee and Data Source
Fee Motorola Solutions MPD 0100 197918 3/31/2026 3/31/2027 $ 64,358.00 VMWare Virtual Server Software Kovarus ITD 5230 2019-317 15439 3/27/2025 3/25/2028 $ 38,842.00 VMWare - SCADA Support SCADA VMWare infrastucture Support VMWare UPP 4100 218657 12/14/2025 12/13/2026 $ 2,904.00 VXRail Maintenance Annual Maintenance for VXRail, SAN, comm. Dell/Kovarus ITD 5230 8/1/2022 7/31/2027 $ 58,190.00 Warrant Data Annual License for ISD Maverick Data SystemsMPD 0100 2/1/2026 1/31/2027 $ 317.00 Waste Wizard
Solid Waste, Waste Wizard tool on City website that helps people know how to sort waste Routeware PWO 4891 235848 12/1/2025 11/30/2026 $ 9,281.00 WasteWORKS/ WasteWIZARD
WasteWorks and WasteWizard software is a truck scale
weight and material tracking database for the Compost
Facility. Carolina Software PWO 4890 2019-317 162752 11/29/2025 11/28/2026 $ 2,793.00 WaterView
Uses GIS and high res aerial imagery to calculate water use efficiency, generate water use analytics, and supply
detailed demographic data for water services division. Eagle Aerial UPP 4100 11/29/2025 11/28/2026 $ 76,176.00 WhatsUp Gold Application Monitoring Software IPSwitch ITD 5230 2/28/2026 2/27/2027 $ 13,974.00 When2Work Recreation division staff scheduler When2Work PRN 0100 12/2/2025 12/1/2026 $ 2,116.00 Wordly Council Interpreation System Wordly ITD 5230 12/1/2025 11/30/2026 $ 40,733.00 X-Ways Software Forensics Forensics investigatory tool. (2 user BYOD licenses) Cleverbridge MPD 0100 PCard 3/9/2026 3/9/2027 $ 1,058.00 Zeno Track
Membrane Monitoring for Phase I. This is just a one year renewal till WIMS is in place we will not need. Veolia WTS Services USA; FMA Suez UPP 4210 2/20/2026 2/19/2027 $ 6,702.00 Zoho ServiceDesk Plus Helpdesk Service Desk Software Zoho ITD 5230 170547 2/4/2026 2/3/2027 $ 16,322.00 Zoll Fire RMS & ePCR
Modesto Fire Department's Fire Records Management
System and Electronic Patient Care Record Zoll MFD 0100 2020-277 156679 1/22/2026 1/21/2027 $ 59,759.00 Zoom Zoom Enterprise Licenses Carahsoft ITD 5230 12/14/2025 12/13/2026 $ 4,000.00 Total $ 4,325,171
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Exhibit B - Annual Software/Hardware Maintenance Agreements FY 25-26 Over $100K
Title Description Vendor Department Fund Resolution PO No. Agreement Start Agreement End Projected Maintenance Cost Cellebrite Premium, UFED, UFED Cloud
Analyzer
Premum Annual License Renewal and for all devices
cracking technology Cellebrite MPD 0100 2019-317 284019 2/14/2022 2/13/2024 $ 136,949.00 CGI Advantage Performance Budgeting
(PB)
Budget Software that is used for department budget
entry and generation of the entire operating budget for the City of Modesto. The software is operated as a
Software as a Service (SAAS). CGI ITD 5230 2019-317 176344 4/1/2025 3/31/2026 $ 118,707.60 Cisco SmartNet
Licensing, support and maintence for enterprise
communication equipment Telcion ITD 5230 2/2/2025 2/1/2028 $ 640,443.37 CommunityDev TRAKiT Permits
Cloud permit and case-tracking application used by
many departments including CED, PW, UPP, etc. CentralSquare ITD 5230 5/20/2025 5/19/2026 $ 257,961.56 Coplink 4.9.1
COPLINK is a mutli-agency data sharing platform.

Modesto PD and Stanislaus County Sheriff's Office
currently pay 50% each for the system that is housed at MPD. MPD, the Sheriffs's Office, and the PD's of
Oakdale, Ceres, and Turlock all have access. From t ForensicLogic MPD 0100 2023-218 182397 4/1/2023 3/31/2026 $ 221,122.00 Crowdstrike Falcon
Security endpoint protection and malicious activity
monitoring and forensics Crowdstrike ITD 5230 4/26/2025 4/25/2026 $ 111,908.89 E-Builder
e-Builder, Inc. Program Management Information
System (Enterprise Capital Program license) unlimited
licenses e-Builder, Inc. ENG 1300 2019-317 164095 7/1/2025 6/30/2026 $ 109,728.88 ESRI - Small Government EA
It is a powerful GIS authoring, editing, and
geoprocessing application that allows you to create
beautiful maps, edit and manage spatial data, and
perform the full spectrum of analyses needed to turn
your raw data into valuable information.+ ESRI ITD 5230 2019-317 176583 7/19/2025 7/18/2026 $ 185,150.00 Final Cut Media Council Production Services StanCo Partnership FCM ITD 5230 7/1/2019 6/30/2025 $ 230,745.78 Guardicore Guardicore Security Segmentation Akamai ITD 5230 4/26/2025 4/25/2026 $ 115,493.40 IBM Qradar SIEM IBM ITD 5230 5/31/2025 5/30/2026 $ 108,819.53 Microsoft Enterprise Agreement Microsoft 365, Windows Microsoft ITD 5230 5/1/2023 4/30/2026 $ 1,058,000.00 Naviline Utility Billing
Naviline utility billing application. Naviline utility billing application includes Naviline Cash Receipts, Navline CIS, Naviline Land Management, Naviline Accounts
Receivable, Naviline Mobile Service Orders, Naviline ICIS VR Credit Card interface, Navili CentralSquare FIN 4100 2021-226 163267 11/1/2025 10/31/2026 $ 135,953.00 Officer Safety Plan 10
Officer Safety Plan - Evidence.com licensing 4 year
contract - Year 2 Axon Enterprise MPD 0100 2020-538 207362 1/14/2025 1/13/2026 $ 1,089,069.23 Oracle Cloud EBS OCI Oracle Cloud Infrastructure Oracle ITD 5230 2024-015 5/2/2024 5/1/2029 $ 172,079.47 Oracle Database Support# 20740384 - Old Support # 2344161 Oracle ITD 5230 2019-317 180219 6/1/2025 5/31/2026 $ 170,479.77 Oracle E-Business Suite (COSMO)
4105695
City-wide ERP application for Finance and HR processes.

Support# 4105695 Oracle ITD 5230 2019-317 180213 6/1/2025 5/31/2026 $ 330,010.30 Payflow Pro/BrainTree
Payment gateway for online payments for Parking
Citations and payment gateway for IVR phone payments
for Utility Billing Payflow Pro/BrainTreeFIN 4100 2021-226 Pcard 7/1/2025 6/30/2026 $ 331,800.00 Peregrine Investigative Software used by ISD and RTCC, Geoshield Peregrine MPD 0100 2024-17 270646 2/2/2025 2/1/2027 $ 195,201.00 SpryPoint Services Utility Billing, CR and AR SpryPoint FIN 4100 12/4/2025 12/3/2026 $ 480,356.00 Video Collection - Fusus Software System for video & data collection Axon MPD 0100 3/1/2025 2/28/2026 $ 148,500.00 Inform RMS
Police Field Reporting and Records Management
System. MPD's Records Management System Licensing Central Square Technologies MPD 0100 2024-373 286702 7/26/2025 7/25/2026 $ 110,449.00 CGI Advantage Performance Budgeting
(PB)
Budget Software that is used for department budget
entry and generation of the entire operating budget for the City of Modesto. The software is operated as a
Software as a Service (SAAS). CGI ITD 5230 2019-317 176344 4/1/2025 3/31/2026 $ 118,707.60 Total $ 6,577,636
1 #15..
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Exhibit C - Annual Software/Hardware Maintenance Agreements FY 25-26 Summary
Department Under $100,000 Over $100,000 Totals
CAO - 4010 $ 5,500 $ - $ 5,500
CED - 0110, 1133 $ 84,520 $ - $ 84,520
ENG - 1300, 1700 $ 72,306 $ 109,729 $ 182,035
FIN - 0100, 4100, 5230 $ 251,619 $ 948,109 $ 1,199,728
HUR - 0100, 5310 $ 129,362 $ - $ 129,362
ITD - 5230 $ 2,020,859 $ 3,618,507 $ 5,639,366
MFD - 0100 $ 113,340 $ - $ 113,340
MPD - 0100 $ 929,052 $ 1,901,290 $ 2,830,342
PRN - 0100, 4700 $ 24,748 $ - $ 24,748
PWO - 1700, 4890, 4891, 5400, 5800 $ 241,935 $ - $ 241,935 UPP - 4100, 4210, 4480 $ 451,930 $ - $ 451,930
Totals $ 4,325,171 $ 6,577,636 $ 10,902,807
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

June 3, 2025
Date: April 22, 2025
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Dameon Booker, Chief Information Officer
SUBJECT: ESRI Small Government Enterprise Agreement Renewal CONTACT: James Dotson, Information Technology Manager
[email protected], 209-571-5508
DESCRIPTION:

Consider approving the renewal of the Agreement with Environmental Systems Research Institute, Inc. (ESRI) for the Small Government Enterprise License Agreement (SGEA) at $180,400 annually for a combined total amount not to exceed $541,200 over a three-year term. (Funding Source: Information Technology Fund)
STRATEGIC PLAN ELEMENT:

The recommended action supports the City’s 2020-2025 Strategic Plan Initiatives: Build community trust in city government through responsive, transparent, and efficient service delivery.

BACKGROUND:

The ESRI Geographical Information Systems (GIS) platform is the core mapping and spatial data software used by the Information Technology Department GIS division to provide and support mapping data and services to every City department. The ESRI GIS system is the industry standard software system that provides accurate spatial and visual geographical data worldwide.

The City Information Technology Department originally began purchasing individual and disparate ESRI ArcGIS product line application licenses in 1997. Over the years, the City has purchased and accumulated a total of 25 “concurrent licenses” as of 2023. Concurrent licenses allow a specific number of users to access the software simultaneously.

On February 14, 2017, by Resolution No. 2017-53, Council approved the purchase of a Real Time Crime Center Dashboard Software Solution for the Modesto Police Department (MPD). In the purchase of this software, additional costs were associated with system components supporting this Dashboard. This included the purchase of professional services and licenses for the installation and deployment of the entire ESRI ArcGIS Enterprise stack and including 250 #16..
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City Council, June 3, 2025
ESRI Small Government Enterprise Agreement Renewal
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Named User Licenses. Different than the concurrent license model, the named user licenses were specifically needed for employee access to this new system supporting MPD.

On March 13, 2018, by Resolution No. 2018-117, Council approved the purchase of an enterprise license and the implementation of a Computerized Maintenance Management System (CMMS) with Lucity, Inc. initially supporting the Utilities Department. Additional costs were associated with other system components for this CMMS project and included the purchase of a department enterprise license for ESRI ArcGIS including 140 Named User Licenses. Again, this is similar to the purchase noted above supporting MPD, but these licenses were needed for this different CMMS. As demonstrated through these purchases of software solutions, the ESRI ArcGIS is a core component of other City information systems that depend on the ESRI ArcGIS mapping platform. Because of this, any information systems purchased that are dependent on this mapping platform will require additional named (user) licenses.

With a projected annual licensing cost increase beginning in 2023, the three (3) disparate ESRI legacy licensing agreements were combined into a single ESRI Small Municipal and County Government Enterprise Agreement (SGEA) which guaranteed no price increase for two (2) years. In addition to the fixed pricing, benefits were seen in the City’s standard licensing count.

The City IT department’s primary ESRI deployment received 1,000 Creators/Viewers named licenses. In addition to this standard SGEA licensing, the ESRI Public Safety Named User Program, gave the Police Department access to 1,000 additional Creator user types at no extra cost. As shown, this provided the City an increased number of licenses through the combined SGEA.

DISCUSSION:

Renewing the ESRI SGEA is essential for maintaining efficient operations across City departments. ESRI’s ArcGIS software supports asset management, infrastructure planning, and service optimization, ensuring proactive maintenance, efficient waste collection, and tracking of water and wastewater operations.

GIS assists Public Safety through crime mapping, emergency response coordination, and enabling data-driven decision-making that improves resource allocation and service delivery.

Additionally, GIS enhances other operations-based applications by providing GIS layers consisting of City assets and boundary locations. Additionally, this technology supports internal and external web applications to track such things as City boundaries, locations of City assets, and district planning and zoning.

This SGEA is built to scale, providing the flexibility to allocate additional licenses, applications, extensions, and add-ons without incurring unplanned expenses. Centralized software license management through the ESRI portal simplifies administration by enabling easy product licensing, installation, technical support requests, and portfolio management. This streamlined approach increases operational efficiencies and enhances the accessibility of GIS tools for all City supported functions. Additionally, this renewal agreement establishes secured pricing for three (3) years, offering financial predictability and simplifies the City’s budget planning.

Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment, or contractual services to follow formal bid procedures. However, MMC 8-3.204(b) provides that a purchase may be exempted from the #16..
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City Council, June 3, 2025
ESRI Small Government Enterprise Agreement Renewal
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City’s formal bidding requirement where the Purchasing Agency’s requirements can be met solely by a single article or process. ESRI is the sole-source provider of ESRI products and related maintenance services in the U.S. commercial, state, and local government marketplace.

Therefore, staff recommends the SGEA of this Agreement to ESRI should be exempt from the formal bidding procedures in accordance with Modesto Municipal Code 8-3.204(b), since ESRI is the Sole Provider of Software.

FISCAL IMPACT:

Years one (1) through three (3) are being budgeted in an operating cost center within the IT Fund as a part of the annual budget development process and reimbursed two (2) years in arrears as part of the IT Internal Service Fund (ISF) allocation. The expenses are included as part of the Fiscal Year 2025-26 proposed operating budget.

Year 1 Year 2 Year 3 Total
Subscription Fees $180,400 $180,400 $180,400 $541,200
COMMITTEE RECOMMENDATION:

This Agreement was presented to the Finance Committee on April 21, 2025, and the Committee recommended forwarding the item to Council for approval.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving the Small Government Enterprise License Agreement renewal with Environmental Systems Research Institute, Inc. (ESRI) for a term of three years for a total amount not to exceed $541,200 and authorizing the City Manager, or his designee to execute the Agreement.

Approved by:

Dameon Booker, Chief Information Officer
Joseph P. Lopez, City Manager
Attachments:

1. Reso_ESRI SGEA RENEWAL.docx

2. ESRI Renewal Agreement_0725_0728.pdf
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06/03/2025/IT/DBooker/Item X 1 2025-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2025-XX

RESOLUTION APPROVING THE SMALL GOVERNMENT ENTERPRISE

LICENSE AGREEMENT RENEWAL WITH ENVIRONMENTAL SYSTEMS
RESEARCH INSTITUTE, INC. (ESRI) FOR A TERM OF THREE YEARS FOR A TOTAL AMOUNT NOT TO EXCEED $541,200; AND AUTHORIZING THE

CITY MANAGER, OR HIS DESIGNEE TO EXECUTE THE AGREEMENT
WHEREAS, the ESRI Geographical Information Systems (GIS) platform is the foundational mapping and spatial data software used by the City’s Information Technology Department GIS division to support mapping services across all departments; and
WHEREAS, since 1997, the City has steadily acquired ESRI ArcGIS licenses, through individual and bulk purchases. Over time, named user licenses were also obtained to support major software initiatives for the Utilities Department and the Police Department. These projects demonstrated how essential the ESRI ArcGIS platform is to the City’s operations and information systems; and
WHEREAS, to better manage licensing costs and streamline operations, the City later consolidated its legacy ESRI agreements into a single Small Government Enterprise Agreement (SGEA); and
WHEREAS, renewing the ESRI SGEA is essential for maintaining efficient operations across City departments. This technology supports internal and external web applications to track such things as City boundaries, locations of City assets, and district planning and zoning; and
WHEREAS, the SGEA offers scalability and flexibility, allowing the City to allocate additional licenses, applications, and tools without unexpected costs; and #16..
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06/03/2025/IT/DBooker/Item X 2 2025-XX
WHEREAS, centralized license management through the ESRI portal simplifies administration, improves access to technical support, and boosts operational efficiency.

Additionally, this renewal agreement establishes secured pricing for three (3) years, offering financial predictability and simplifies the City’s budget planning; and WHEREAS, Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment, or contractual services to follow formal bid procedures. However, MMC 8-3.204(b) provides that a purchase may be exempted from the City’s formal bidding requirement where the Purchasing Agency’s requirements can be met solely by a single article or process. ESRI is the sole-source provider of ESRI products and related maintenance services in the U.S. commercial, state, and local government marketplace.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the Small Government Enterprise License Agreement renewal with Environmental Systems Research Institute, Inc. (ESRI) for a term of three years in the amount not to exceed $541,200.

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

The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 3rd day of June, 2025, by Councilmember ?, who moved its adoption, which motion being duly seconded by Councilmember ?, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers: ?
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06/03/2025/IT/DBooker/Item X 3 2025-XX
NOES: Councilmembers: ?
ABSENT: Councilmembers: ?
ATTEST: ____________________________
DIANE NAYARES-PEREZ, City Clerk
(SEAL)
APPROVED AS TO FORM:

BY: ____________________________________
JOSE M. SANCHEZ, City Attorney
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Quotation # Q-539002
Date: January 9, 2025
Environmental Systems Research Institute, Inc.
380 New York St
Redlands, CA 92373-8100
Phone: (909) 793-2853
DUNS Number: 06-313-4175 CAGE Code: 0AMS3
Customer # 155697 Contract #
City of Modesto
Information Technology
1010 10th St Ste 5500
Modesto, CA 95354-0875
To expedite your order, please attach a copy of ATTENTION: James Dotson this quotation to your purchase order. PHONE: 2095775358 Quote is valid from: 1/9/2025 To: 4/9/2025 EMAIL: [email protected] Material Qty Term Unit Price Total
193209 1 Year 1 $180,400.00 $180,400.00
Populations of 150,001 to 250,000 Small Government Enterprise Agreement Annual Subscription 193209 1 Year 2 $180,400.00 $180,400.00
Populations of 150,001 to 250,000 Small Government Enterprise Agreement Annual Subscription 193209 1 Year 3 $180,400.00 $180,400.00
Populations of 150,001 to 250,000 Small Government Enterprise Agreement Annual Subscription Subtotal: $541,200.00
Sales Tax: $0.00
Estimated Shipping and Handling (2 Day Delivery): $0.00 Contract Price Adjust: $0.00
Total: $541,200.00
Esri may charge a fee to cover expenses related to any customer requirement to use a proprietary vendor management, procurement, or invoice program.

For questions contact:

Corey Welsh
Email:
[email protected]
Phone:
(916) 448-2412 x1736
The items on this quotation are subject to and governed by the terms of this quotation, the most current product specific scope of use document found at https://assets.esri.com/content/dam/esrisites/media/legal/product-specific-terms-of-use/e300.pdf, and your applicable signed agreement with Esri. If no such agreement covers any item quoted, then Esri’s standard terms and conditions found at https://go.esri.com/MAPS apply to your purchase of that item. If any item is quoted with a multi-year payment schedule, then unless otherwise stated in this quotation, Customer is required to make all payments without right of cancellation. Third-party data sets included in a quotation as separately licensed items will only be provided and invoiced if Esri is able to provide such data and will be subject to the applicable third-party's terms and conditions. If Esri is unable to provide any such data set, Customer will not be responsible for any further payments for the data set. US Federal government entities and US government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri’s GSA Federal Supply Schedule. Supplemental terms and conditions found at https://www.esri.com/en-us/legal/terms/state-supplemental apply to some US state and local government purchases. All terms of this quotation will be incorporated into and become part of any additional agreement regarding Esri’s offerings. Acceptance of this quotation is limited to the terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. Unless prohibited by law, the quotation information is confidential and may not be copied or released other than for the express purpose of system selection and purchase/license. The information may not be given to outside parties or used for any other purpose without consent from Esri. Delivery is FOB Origin for customers located in the USA.

WELSHC This offer is limited to the terms and conditions incorporated and attached herein. #16..
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Esri Use Only:

Cust. Name
Cust. #
PO #
Esri Agreement #

SMALL ENTERPRISE AGREEMENT

COUNTY AND MUNICIPALITY GOVERNMENT
(E214-6)
This Agreement is by and between the organization identified in the Quotation ("Customer") and Environmental Systems Research Institute, Inc. ("Esri").

This Agreement sets forth the terms for Customer's use of Products and incorporates by reference (i) the Quotation and (ii) the Master Agreement. Should there be any conflict between the terms and conditions of the documents that comprise this Agreement, the order of precedence for the documents shall be as follows: (i) the Quotation, (ii) this Agreement, and (iii) the Master Agreement. This Agreement shall be governed by and construed in accordance with the laws of the state in which Customer is located without reference to conflict of laws principles, and the United States of America federal law shall govern in matters of intellectual property. The modifications and additional rights granted in this Agreement apply only to the Products listed in Table A.

Table A
List of Products
Uncapped Quantities (annual subscription)
ArcGIS Enterprise Software and Extensions
ArcGIS Enterprise (Advanced and Standard)
ArcGIS Monitor
ArcGIS Enterprise Extensions: ArcGIS 3D Analyst, ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst, ArcGIS
Network Analyst, ArcGIS Data Reviewer
ArcGIS Online User Types
ArcGIS Online Viewer User Types
Capped Quantities (annual subscription)
ArcGIS Online User Types ArcGIS Enterprise User Types
ArcGIS Online Contributor User Type 50 ArcGIS Enterprise Contributor User Type 50 ArcGIS Online Mobile Worker User Type 175 ArcGIS Enterprise Mobile Worker User Type 175 ArcGIS Online Creator User Type 175 ArcGIS Enterprise Creator User Type 175 ArcGIS Online Professional User Type 50 ArcGIS Enterprise Professional User Type 50 ArcGIS Online Professional Plus User Type 50 ArcGIS Enterprise Professional Plus User Type 50 ArcGIS Pro (Add-on Apps) for ArcGIS Online Creator or
Professional User Type
ArcGIS Pro (Add-on Apps) for ArcGIS Enterprise
Creator or Professional User Type
ArcGIS 3D Analyst, ArcGIS Data Reviewer,
ArcGIS Geostatistical Analyst, ArcGIS Network
Analyst, ArcGIS Publisher, ArcGIS Spatial
Analyst, ArcGIS Workflow Manager, ArcGIS
Image Analyst
50 each
ArcGIS 3D Analyst, ArcGIS Data Reviewer,
ArcGIS Geostatistical Analyst, ArcGIS Network
Analyst, ArcGIS Publisher, ArcGIS Spatial
Analyst, ArcGIS Workflow Manager, ArcGIS
Image Analyst
50 each
ArcGIS Online Apps and Other ArcGIS Enterprise Apps
ArcGIS Location Sharing for ArcGIS Online 50 ArcGIS Location Sharing for ArcGIS Enterprise 50 ArcGIS Online Service Credits 125,000
Other Benefits
Number of Esri User Conference registrations provided annually 5 Number of Tier 1 Help Desk individuals authorized to call Distributor 5 Five percent (5%) discount on all individual commercially available instructor-led training classes at Esri facilities purchased outside this Agreement
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Customer may accept this Agreement by signing and returning the whole Agreement with (i) the Quotation attached, (ii) a purchase order, or (iii) another document that matches the Quotation and references this Agreement ("Ordering Document"). ADDITIONAL OR CONFLICTING TERMS IN CUSTOMER'S PURCHASE

ORDER OR OTHER DOCUMENT WILL NOT APPLY, AND THE TERMS OF THIS AGREEMENT WILL GOVERN. This Agreement is effective as of the date of Esri's receipt of an Ordering Document, unless otherwise agreed to by the parties ("Effective Date").

Term of Agreement: Three (3) years
This Agreement supersedes any previous agreements, proposals, presentations, understandings, and arrangements between the parties relating to the licensing of the Products. Except as provided in Article 4— Product Updates, no modifications can be made to this Agreement.

Accepted and Agreed:
(Customer)
By:

Authorized Signature
Printed Name:

Title:

Date:

CUSTOMER CONTACT INFORMATION
Contact: Telephone:

Address: Fax:

City, State, Postal Code: E-mail:

Country:

Quotation Number (if applicable):
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1.0—ADDITIONAL DEFINITIONS
In addition to the definitions provided in the Master
Agreement, the following definitions apply to this
Agreement:
"Case" means a failure of the Software or Online
Services to operate according to the Documentation
where such failure substantially impacts operational
or functional performance.
"Deploy", "Deployed" and "Deployment" mean to
redistribute and install the Products and related
Authorization Codes within Customer's
organization(s).
"Fee" means the fee set forth in the Quotation.
"Maintenance" means Tier 2 Support, Product
updates, and Product patches provided to Customer
during the Term of Agreement.
"Master Agreement" means the applicable master
agreement for Esri Products incorporated by this
reference that is (i) found at https://www.esri.com/enus/legal/terms/full-master-agreement and available in the installation process requiring acceptance by
electronic acknowledgment or (ii) a signed Esri
master agreement or license agreement that
supersedes such electronically acknowledged
master agreement.
"Product(s)" means the products identified in
Table A—List of Products and any updates to the list
Esri provides in writing.
"Quotation" means the offer letter and quotation
provided separately to Customer.
"Technical Support" means the technical
assistance for attempting resolution of a reported
Case through error correction, patches, hot fixes,
workarounds, replacement deliveries, or any other
type of Product corrections or modifications.
"Tier 1 Help Desk" means Customer's point of
contact(s) to provide all Tier 1 Support within
Customer's organization(s).
"Tier 1 Support" means the Technical Support
provided by the Tier 1 Help Desk.
"Tier 2 Support" means the Esri Technical Support
provided to the Tier 1 Help Desk when a Case
cannot be resolved through Tier 1 Support.

2.0—ADDITIONAL GRANT OF LICENSE

2.1 Grant of License. Subject to the terms and
conditions of this Agreement, Esri grants to
Customer a personal, nonexclusive,
nontransferable license solely to use, copy, and
Deploy quantities of the Products listed in
Table A—List of Products for the Term of
Agreement (i) for the applicable Fee and (ii) in
accordance with the Master Agreement.

2.2 Consultant Access. Esri grants Customer the
right to permit Customer's consultants or
contractors to use the Products exclusively for
Customer's benefit. Customer will be solely
responsible for compliance by consultants and
contractors with this Agreement and will ensure
that the consultant or contractor discontinues
use of Products upon completion of work for
Customer. Access to or use of Products by
consultants or contractors not exclusively for
Customer's benefit is prohibited. Customer may
not permit its consultants or contractors to install
Software or Data on consultant, contractor, or
third-party computers or remove Software or
Data from Customer locations, except for the
purpose of hosting the Software or Data on
Contractor servers for the benefit of Customer.

3.0—TERM, TERMINATION, AND EXPIRATION

3.1 Term. This Agreement and all licenses
hereunder will commence on the Effective Date
and continue for the duration identified in the
Term of Agreement, unless this Agreement is
terminated earlier as provided herein. Customer
is only authorized to use Products during the
Term of Agreement. For an Agreement with a
limited term, Esri does not grant Customer an
indefinite or a perpetual license to Products.

3.2 No Use upon Agreement Expiration or
Termination. All Product licenses, all
Maintenance, and Esri User Conference
registrations terminate upon expiration or
termination of this Agreement.

3.3 Termination for a Material Breach. Either party
may terminate this Agreement for a material
breach by the other party. The breaching party
will have thirty (30) days from the date of written
notice to cure any material breach.

3.4 Termination for Lack of Funds. For an
Agreement with government or government-
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owned entities, either party may terminate this
Agreement before any subsequent year if
Customer is unable to secure funding through
the legislative or governing body's approval
process.

3.5 Follow-on Term. If the parties enter into
another agreement substantially similar to this
Agreement for an additional term, the effective
date of the follow-on agreement will be the day
after the expiration date of this Agreement.

4.0—PRODUCT UPDATES

4.1 Future Updates. Esri reserves the right to
update the list of Products in Table A—List of
Products by providing written notice to
Customer. Customer may continue to use all
Products that have been Deployed, but support
and upgrades for deleted items may not be
available. As new Products are incorporated into
the standard program, they will be offered to
Customer via written notice for incorporation into
the Products schedule at no additional charge.

Customer's use of new or updated Products
requires Customer to adhere to applicable
additional or revised terms and conditions in the
Master Agreement.

4.2 Product Life Cycle. During the Term of
Agreement, some Products may be retired or
may no longer be available to Deploy in the
identified quantities. Maintenance will be subject
to the individual Product Life Cycle Support
Status and Product Life Cycle Support Policy,
which can be found at
https://support.esri.com/en/otherresources/product-life-cycle. Updates for Products in the mature and retired phases may
not be available. Customer may continue to use
Products already Deployed, but Customer will
not be able to Deploy retired Products.

5.0—MAINTENANCE
The Fee includes standard maintenance benefits
during the Term of Agreement as specified in the
most current applicable Esri Maintenance and
Support Program document (found at
https://www.esri.com/enus/legal/terms/maintenance). At Esri's sole discretion, Esri may make patches, hot fixes, or
updates available for download. No Software other
than the defined Products will receive Maintenance.

Customer may acquire maintenance for other
Software outside this Agreement.
a. Tier 1 Support

1. Customer will provide Tier 1 Support
through the Tier 1 Help Desk to all
Customer's authorized users.

2. The Tier 1 Help Desk will be fully trained in
the Products.

3. At a minimum, Tier 1 Support will include
those activities that assist the user in
resolving how-to and operational questions
as well as questions on installation and
troubleshooting procedures.

4. The Tier 1 Help Desk will be the initial point
of contact for all questions and reporting of a
Case. The Tier 1 Help Desk will obtain a full
description of each reported Case and the
system configuration from the user. This
may include obtaining any customizations,
code samples, or data involved in the Case.

5. If the Tier 1 Help Desk cannot resolve the
Case, an authorized Tier 1 Help Desk
individual may contact Tier 2 Support. The
Tier 1 Help Desk will provide support in such
a way as to minimize repeat calls and make
solutions to problems available to
Customer’s organization.

6. Tier 1 Help Desk individuals are the only
individuals authorized to contact Tier 2
Support. Customer may change the Tier 1
Help Desk individuals by written notice to
Esri.
b. Tier 2 Support

1. Tier 2 Support will log the calls received
from Tier 1 Help Desk.

2. Tier 2 Support will review all information
collected by and received from the Tier 1
Help Desk including preliminary documented
troubleshooting provided by the Tier 1 Help
Desk when Tier 2 Support is required.

3. Tier 2 Support may request that Tier 1 Help
Desk individuals provide verification of
information, additional information, or
answers to additional questions to
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supplement any preliminary information
gathering or troubleshooting performed by
Tier 1 Help Desk.

4. Tier 2 Support will attempt to resolve the
Case submitted by Tier 1 Help Desk.

5. When the Case is resolved, Tier 2 Support
will communicate the information to Tier 1
Help Desk, and Tier 1 Help Desk will
disseminate the resolution to the user(s).

6.0—ENDORSEMENT AND PUBLICITY
This Agreement will not be construed or interpreted
as an exclusive dealings agreement or Customer's
endorsement of Products. Either party may publicize
the existence of this Agreement.

7.0—ADMINISTRATIVE REQUIREMENTS

7.1 OEM Licenses. Under Esri's OEM or Solution
OEM programs, OEM partners are authorized to
embed or bundle portions of Esri products and
services with their application or service. OEM
partners' business model, licensing terms and
conditions, and pricing are independent of this
Agreement. Customer will not seek any discount
from the OEM partner or Esri based on the
availability of Products under this Agreement.

Customer will not decouple Esri products or
services from the OEM partners' application or
service.

7.2 Annual Report of Deployments. At each
anniversary date and ninety (90) calendar days
prior to the expiration of this Agreement,
Customer will provide Esri with a written report
detailing all Deployments. Upon request,
Customer will provide records sufficient to verify
the accuracy of the annual report.

8.0—ORDERING, ADMINISTRATIVE

PROCEDURES, DELIVERY, AND

DEPLOYMENT

8.1 Orders, Delivery, and Deployment
a. Upon the Effective Date, Esri will invoice
Customer and provide Authorization Codes to
activate the nondestructive copy protection
program that enables Customer to download,
operate, or allow access to the Products. If this
is a multi-year Agreement, Esri may invoice the
Fee up to thirty (30) calendar days before the
annual anniversary date for each year.
b. Undisputed invoices will be due and payable
within thirty (30) calendar days from the date of
invoice. Esri reserves the right to suspend
Customer's access to and use of Products if
Customer fails to pay any undisputed amount
owed on or before its due date. Esri may charge
Customer interest at a monthly rate equal to the
lesser of one percent (1.0%) per month or the
maximum rate permitted by applicable law on
any overdue fees plus all expenses of collection
for any overdue balance that remains unpaid
ten (10) days after Esri has notified Customer of
the past-due balance.
c. Esri's federal ID number is 95-2775-732.
d. If requested, Esri will ship backup media to the
ship-to address identified on the Ordering
Document, FOB Destination, with shipping
charges prepaid. Customer acknowledges that
should sales or use taxes become due as a
result of any shipments of tangible media, Esri
has a right to invoice and Customer will pay any
such sales or use tax associated with the receipt
of tangible media.

8.2 Order Requirements. Esri does not require
Customer to issue a purchase order. Customer
may submit a purchase order in accordance with
its own process requirements, provided that if
Customer issues a purchase order, Customer
will submit its initial purchase order on the
Effective Date. If this is a multi-year Agreement,
Customer will submit subsequent purchase
orders to Esri at least thirty (30) calendar days
before the annual anniversary date for each
year.
a. All orders pertaining to this Agreement will be
processed through Customer's centralized point
of contact.
b. The following information will be included in
each Ordering Document:
(1) Customer name; Esri customer number, if
known; and bill-to and ship-to addresses
(2) Order number
(3) Applicable annual payment due
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9.0—MERGERS, ACQUISITIONS, OR

DIVESTITURES
If Customer is a commercial entity, Customer will
notify Esri in writing in the event of (i) a
consolidation, merger, or reorganization of Customer
with or into another corporation or entity;
(ii) Customer's acquisition of another entity; or (iii) a transfer or sale of all or part of Customer's
organization (subsections i, ii, and iii, collectively
referred to as "Ownership Change"). There will be
no decrease in Fee as a result of any Ownership
Change.

9.1 If an Ownership Change increases the
cumulative program count beyond the maximum
level for this Agreement, Esri reserves the right
to increase the Fee or terminate this Agreement
and the parties will negotiate a new agreement.

9.2 If an Ownership Change results in transfer or
sale of a portion of Customer's organization, that
portion of Customer's organization will transfer
the Products to Customer or uninstall, remove,
and destroy all copies of the Products.

9.3 This Agreement may not be assigned to a
successor entity as a result of an Ownership
Change unless approved by Esri in writing in
advance. If the assignment to the new entity is
not approved, Customer will require any
successor entity to uninstall, remove, and
destroy the Products. This Agreement will
terminate upon such Ownership Change.
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

June 3, 2025
Date: May 9, 2025
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Bill Sandhu, Director of Public Works
SUBJECT: First Amendment to Agreement for the Purchase of Software Programming and License with Carahsoft Technology Corp.

CONTACT: Jody Strait, Interim Solid Waste Supervisor, [email protected], 209-577-6416
DESCRIPTION:

Consider approving the First Amendment with Carahsoft Technology Corporation (Corp.) of Reston, Virginia, for the Purchase of Software Programming increasing the Agreement amount by $49,867. (Funding Source: Solid Waste Management Fund) STRATEGIC PLAN ELEMENT:

The recommended action supports the City’s 2020-2025 Strategic Plan Initiative: Quality of Life Goals and Strategies; “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:

The Solid Waste Division is responsible for solid waste code enforcement throughout the City of Modesto, including illegal dumping in the public right of way, service violations, contamination, and other waste-related violations. Further, staff must maintain records on all waste collection, levels of service, inspections and route reviews, disposal sites, edible food recovery, waivers, shared containers, self-haul options, and related outreach and education, as required by the State of California’s waste enforcement agency, the Department of Resources, Recycling, and Recovery (CalRecycle).

This data is stored in numerous locations on the Solid Waste Shared Drive using both Microsoft Access and Excel. These databases are cumbersome and prone to errors and lost data. Access is used to store all data related to code enforcement and commercial customers but is not supported by the City of Modesto Information and Technology Department. When an error occurs, the database must be manually re-booted, and staff are unable to access or enter new data until complete. Staff are also limited by the number and complexity of reports that can be generated through Access or Excel and by the total number of cases that can be entered. Each #17..
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City Council, June 3, 2025
First Amendment to Agreement for the Purchase of Software Programming and License with Carahsoft Technology Corp.

year has its own database, meaning that repeat violations may not be noticed and addressed appropriately.

On June 4, 2024, by Resolution No. 2024-185, Council approved an Agreement for the Purchase of Software Programming and License under the competitive bidding process for NASPO ValuePoint through the State of Utah with Carahsoft Technology Corp. of Reston, Virginia for a total amount not to exceed $193,365.

DISCUSSION:

The Solid Waste Division purchased a cloud-based software system for tracking of data and code enforcement needs. City staff met with Carahsoft and Salesforce staff regularly since purchasing to customize the functions of the software. In that time, both parties identified areas where the original contract did not fully address the City’s needs. This requested First Amendment includes six new templates, data loading, and additional project management that are critical to the final product. Rebidding at this stage of the project would require the team currently working on and familiar with the project to stop. The City would incur the financial burden of bringing another team or vendor up to speed on the work that has already been completed to resume the project. Not only is this not cost effective, but this would also further extend the timeline of the project.

Task 1: Data Loading (12 Data Sources)
The proposed First Amendment includes data loading from twelve existing sources that City staff currently maintain into the final customized software. This task will consolidate data and input it in the new database, providing staff with relevant data needed to begin using the software immediately upon completion of development.

Task 2: New Template Creation (6 Templates)
Six additional templates will enable staff to include the following procedures and all corresponding documents in the software:
 Commercial Waivers (includes Multi-Family Dwellings)
 Shared Container Contracts
 Additional Violation Notices
Task 3: Project Management
Project management includes client review meetings, project oversight, execution, office administration, invoicing, coordinating work between the software architect and designer, and coordinating and reporting on the progress of the project to the City.

Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(f) “Where the Purchasing Manager, in his or her discretion, determines that it is appropriate to amend the services or goods provided under an existing agreement to include additional similar goods or services, of limited quantity or scope, in order to increase efficiency and avoid delays or disruptions to City projects or services.
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City Council, June 3, 2025
First Amendment to Agreement for the Purchase of Software Programming and License with Carahsoft Technology Corp.

FISCAL IMPACT:

The original approved Agreement cost was $193,365 which included a one-time development of customized software that meets the needs of the Solid Waste Division in the amount of $125,312 and one year of subscription to the provided software for $68,053. Funding was allocated from the Solid Waste Management Fund and from Senate Bill (SB) 1383 Implementation grant provided by CalRecycle. The First Amendment will increase the Agreement total by $49,867. Funding will be allocated from the Solid Waste Management Fund.

Table 1. First Amendment Cost Estimate per Task:

Task Description Cost Estimate
Task 1 – Data Loading (12 Data Sources) $ 26,134
Task 2 – New Template Creation (6 Templates) $ 16,000
Task 3 – Project Management $ 7,733
Grand Total $ 49,867
COMMITTEE RECOMMENDATION:

This First Amendment to Agreement for the Purchase of Software Programming and License with Carahsoft Technology Corp. was presented to Finance Committee on April 21, 2025, and was recommended to forward to Council for approval.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving the First Amendment with Carahsoft Technology Corp., of Reston, Virginia, for the Purchase of Software Programming and License, increasing the Agreement amount by $49,867 to a revised total amount not to exceed $243,232 over the term of the Agreement; and authorizing the City Manager, or his designee, to execute the Amendment.

Approved by:

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

1. Resolution

2. First Amendment

3. Original Signed Agreement (with all Exhibits)

4. CA Levine Act Disclosure form

5. Signed Bid Waiver form
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06/03/2025/PW/JStrait/Item X 1 2025-XXX

MODESTO CITY COUNCIL
RESOLUTION NO. 2025-XXX

RESOLUTION APPROVING THE FIRST AMENDMENT WITH CARAHSOFT TECHNOLOGY CORP., OF RESTON, VIRGINIA, FOR THE PURCHASE OF

SOFTWARE PROGRAMING AND LICENSE, INCREASING THE
AGREEMENT AMOUNT BY $49,867 TO A REVISED TOTAL AMOUNT NOT TO EXCEED $243,232 OVER THE TERM OF THE AGREEMENT; AND

AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE

THE AMENDMENT
WHEREAS, the Solid Waste Division is responsible for solid waste code enforcement throughout the City of Modesto, including illegal dumping in the public right of way, service violations, contamination, and other waste-related violations; and WHEREAS, staff must maintain records on all waste collection, levels of service, inspections and route reviews, disposal sites, edible food recovery, waivers, shared containers, self-haul options, and related outreach and education, as required by the State of California’s waste enforcement agency, the Department of Resources, Recycling, and Recovery (CalRecycle); and
WHEREAS, on June 4, 2024, by Resolution No. 2024-185, Council approved an Agreement for the Purchase of Software Programming and License under the competitive bidding process for NASPO ValuePoint through the State of Utah with Carahsoft Technology Corp. of Reston, Virginia for a total amount not to exceed $193,365; and WHEREAS, City staff met with Carahsoft and Salesforce staff regularly since purchasing to customize the functions of the software and, in that time, both parties identified areas where the original contract did not fully address the City’s needs; and WHEREAS, City staff is recommending approving this First Amendment, increasing the Agreement total by $49,867, with funding allocated from the Solid Waste Management Fund, to include six new templates, data loading, and additional project #17..
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06/3/2025/PW/JStrait/Item X 2 2025-XXX
management that are critical to the final product; and
WHEREAS, Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(f) “Where the Purchasing Manager, in his or her discretion, determines that it is appropriate to amend the services or goods provided under an existing agreement to include additional similar goods or services, of limited quantity or scope, in order to increase efficiency and avoid delays or disruptions to City projects or services.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the First Amendment with Carahsoft Technology Corp., of Reston, Virginia, for the Purchase of Software Programing and License, increasing the Agreement amount by $49,867 to a revised total amount not to exceed $243,232 over the term of the Agreement.

BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to execute the Amendment, in a form approved by the City Attorney. #17..
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06/3/2025/PW/JStrait/Item X 3 2025-XXX
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 3rd day of June 2025, by Councilmember ____________, who moved its adoption, which motion being duly seconded by Councilmember ____________, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST: _____________________________

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

BY: ________________________________
JOSE M. SANCHEZ, City Attorney
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carahsoftCARAHSOFT TECHNOLOGY CORP.’S
Statement of Work for
City Of Modesto
Q# [53005689]
Contract NASPO Cloud Solutions CA
February 27, 2025

SOLUTION PROVIDED BY
FOR
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Executive Summary
Change Order to Public Works Waste Management Solution for Data Loading and New Template Creation.

Statement of Work
Change Order to Public Works Waste Management Solution
Data loading (98 hours)
• 12 data sources
o Code Database (inspections/cases)
o Residential Route Inspections (Bertolotti)
o Residential Route Inspections (Gilton)
o Residential Accounts GSW Bills (placeholder accounts) o City Billed Accounts
o GSW Adu List
o BDS Residential Customer Database
o BDS ADU List
o Commercial Accounts Database (5 tabs incl. Waivers)
o Box-Compactor List
o Compactor Customer List - Bertolotti
o Small Bin Compactors
• Data analysis
• Field mapping
• Object and field updates
• Initial data load
• Final data load
New template creation (60 hours)
• Six (6) new templates
• Design working sessions
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Project Management (29 hours)
• Management of data loading and template creation tasks • Client review meetings
• Reporting
Terms
• Terms of this change order are based on the original agreement executed in July of 2024 for "Public Works Waste Management Solution" SOW ID #42407762 • All project activities will be conducted remotely
• There will be no travel expenses associated with this SOW Project Resource Rate Table
• As a change order to the agreement executed in July 2024, this agreement reflects the same rate card from 2024. Subsequent projects would reflect the 2025 rate card.

Project Team
• Salesforce Developer
• Project Manager
Client Responsibilities
• Provide a list of requested enhancements/issues and prioritize with the Summit consultant.
• Provide a single point of contact to coordinate with Summit consultant. • Respond to requests for information on a timely basis. Delays in request for information could prevent Summit from completing the work in a timely manner.

User Acceptance Testing
• Client is responsible for all User Acceptance Testing activities. • Client is responsible for performing User Acceptance Testing, on a timely basis. • User testing must be completed within the time frames detailed in the project timeline.

Any delays could lead to a change order through Carahsoft and a corresponding increase in costs to the Client.
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Not Included
• Custom development or code, including Apex, Visualforce, JavaScript or other coded solutions
• The project software licensing requirements for the Salesforce products and any thirdparty solutions are not included in this proposal. All software licenses, associated yearly renewals, and setup services are the sole responsibility of the Client. Any missing software licenses for products that are deemed necessary for this project may result in additional services scope and will necessitate a Change Order through Carahsoft to implement a work around.

Assumptions
Project assumptions are foreseeable events or situations we can expect during the implementation.
• Scope is based on information provided to date as included in this SOW. • All estimates assume work to be done in a production environment unless explicitly stated otherwise. Working in a sandbox environment may be done at Client’s request but adds 10-20% to any estimates and may require a change order through Carahsoft.

Implementation Services
The pricing described below is based on the information available at the time of signing and the assumptions, dependencies and constraints, and roles and responsibilities of the Parties, as stated in this change order.

Terms
Payment to Carahsoft in full, Due on Receipt
Service Investment
Data Loading (12 data sources) $26,133.33
New template creation (6 templates) $16,000
Project Management $7,733.33
Total $49,866.66
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Signatures
By signing below and accepting contractual terms and conditions, including Definitions, Payment Terms, Confidentiality, Limitation of Liability, Indemnification and Non-Solicitation provisions, Client understands and acknowledges that both parties accept this Change Order as presented.

IN WITNESS WHEREOF, this Agreement has been acknowledged, accepted, agreed to, and executed by the parties hereto through their duly authorized officers on the date(s) set forth below.

ACKNOWLEDGED, ACCEPTED AND AGREED TO:

Carahsoft Technology Corporation “Carahsoft” City of Modesto – “Client” Name: \fullname1 {“textsize”:”small”,”width”:”172”}\ Name: \fullname2 {“textsize”:”small” ,”width”:”172”}\ Title: \title1 {“textsize”:”small” ,”width”:”172”}\ Title: \title2 {“textsize”:”small” ,”width”:”172”}\ Signature: Signature:
\signature1 {“size”:”large”}\ \signature2 {“size”:”large”}\ Date: \date1 {“textsize”:”small” ,”width”:”172”}\ Date: \date2 {“textsize”:”small” ,”width”:”172”}\

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California Levine Act Disclosure
California Government Code Section 84308, also known as the "Levine Act", prohibits City “officers” from participating in any action related to a license, permit, or other entitlement for use (a “proceeding”) if such member accepts, solicits, or directs political contributions from a party to the proceeding or their agent totaling more than $500 while the proceeding is pending before the agency, and for twelve (12) months following the date a decision concerning the proceeding has been made. The Levine Act also requires disclosure of such contribution by a party to the proceeding.

Section 84308(a)(4) of the Levine Act defines an "officer" as follows: “Officer” means any elected or appointed officer of an agency, any alternate to an elected or appointed officer of an agency, and any candidate for elective office in an agency. The term “officer” is further defined 2 Cal. Code Regs. Section 18438.1, which states:

An officer of an agency includes only those persons who make, participate in making, or in any way attempt to use their official position to influence a decision in the license, permit, or entitlement for use proceeding, or who exercise authority or budgetary control over the agency of officers who may do so, and:
(1) Serve in an elected position, including an official appointed to an elected position due to an interim vacancy or an election otherwise canceled because the official was the sole candidate for the position; (2) Serve as a member of a board or commission;
(3) Serve as the chief executive of a state agency, or county, city or district of any kind; or (4)Have decision making authority with respect to the proceeding involving a license, permit, or other entitlement for use and is also a candidate for elected office or has been a candidate for elective office in the 12 months prior to the proceeding.

A list of Modesto City Council Board Members can be found online at: Modesto City Council https://modestogov.com/706/Council-Members (modestogov.com). The party making this certification is responsible for determining whether a recipient of a political contribution is a City officer prior to answering the following questions:

1. Have you, your company, or any agent on behalf of you or your company, made any political contributions of more than $500 to any City officer, in the twelve (12) months preceding the date of the submission of your proposals or the anticipated date of any Council action related to this contract?
___ YES If yes, please identify the Councilmember(s):
___ NO

2. Do you, or your company, or any agent on behalf of you or your company, anticipate or plan to make any political contribution of more than $500 to any City officer in the twelve (12) months following any Council action related to this contract?
___ YES If yes, please identify the Councilmember(s):
___ NO
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Answering YES to either of the questions above does not preclude the City of Modesto from awarding a contract to your firm or taking any subsequent action related to the contract. It may, however, preclude the identified City officer from participating in any actions related to such contract.

HEREBY CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.
_________________ _____________________________
Date Signature of authorized individual

_____________________________
Company/Applicant Name
5/8/25
Carahsoft Technology Corp
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

June 3, 2025
Date: April 30, 2025
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Bill Sandhu, Director of Public Works
SUBJECT: First Amendment Tree Pruning and Removal Services Contract CONTACT: Mike Johnson, Forestry Manager, [email protected], 209-342-4566 DESCRIPTION:

Consider approving the First Amendment with Greentek Services, LLC, Oroville, CA, for Tree Pruning and Removal Services increasing the Agreement amount by $300,000 and Rumble Tree, Inc., Modesto, CA for Tree Removal and Stump Grinding Services for a total amount between both agreements combined not to exceed $6,389,350 over five years. (Funding Source: Measure H Fund)
STRATEGIC PLAN ELEMENT:

This item is consistent with the following 2020-2025 Strategic Plan Area of Focus: Quality of Life, “engage partners across the community to ensure the safety, resilience, and attractiveness of Modesto”; Goal B: “Increase pride in Modesto’s diverse neighborhoods and business districts through beautification efforts and by investing in community assets and amenities”; and Governance and Service Delivery, “build community trust in City government through responsive, transparent and efficient service delivery”, Goal I: “promote trust and engagement between the community and the City.”
BACKGROUND:

In recent years, the demand for tree pruning and removal services within the City’s urban forest exceeded the City Forestry Division’s available time and resources. Staff’s difficulty in providing these services raises safety concerns as there is a significant backlog of trees that need to be trimmed or removed (well over 20,000) and stumps that need to be ground (at least 3,000).

On June 6, 2023, by Resolution 2023-266, Council approved the Fiscal Year (FY) 2023-2024 budget, which included $1,550,000 of Measure H funding for tree maintenance. This much needed funding and the significant demand for tree pruning and removal services created the need for new agreements with multiple professional service providers. This will enable the City to better manage trees and catch up on the significant backlog of tree related citizen requests, increase efficiency in response to weather related damage, reduce the risks of vegetation fires and increase public safety throughout the City.
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City Council Meeting, June 3, 2025
First Amendment Tree Pruning and Removal Services Contract

On October 10, 2023, by Resolution 2023-455, Council approved the Agreements for Tree Pruning and Removal Services with West Coast Arborists, Inc., Anaheim, CA; Greentek Services, LLC, Oroville, CA; and Rumble Tree, Inc., Modesto, CA in a total amount between all Agreements combined not to exceed $10,320,000 over five years.

On June 4, 2024, by Resolution 2024-190, Council approved the FY 2024-25 budget, which included an adjustment request for Measure H funding in an amount of $550,000 in additional funding for outside contractors (Pruning, Removal, and Stump Grinding) allocated to Greentek Services, LLC and Rumble Tree, Inc., and an adjustment request for Measure H funding in the amount of $1,094,350 for reforestation of City trees, allocated to Rumble Tree Service. Over the next five years Rumble Tree will assist in replanting trees at "open locations" while also conducting tree and stump removal operations in other areas identified. Breaking this down over a five-year span would average 230 new trees planted each year in identified areas.

DISCUSSION:

These agreements will continue to assist the Forestry Division in catching up with deferred tree maintenance that has built up over the past decade providing for a safer environment and healthier urban forest for the citizens of Modesto. Many trees in Modesto’s urban forest are experiencing limb and tree failure due to extended pruning cycles, defects within the trees, storms, drought, vandalism, disease, and lack of young tree training. These agreements will directly impact the trees throughout the City, improving the health and safety for residents and visitors alike.

With aging trees and challenges of keeping up with the backlog, there has been an increase of service requests. In addition to aging trees, the size and geographic location of some of the trees, state mandated maintenance, and occupant requests, have magnified the need to apply more regularly scheduled maintenance. Staff is requesting additional funding to the current agreements to provide services for those requests.

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 her discretion, determines that it is appropriate to amend the services or goods provided under an existing agreement to include additional similar good or services, of limited quantity or scope, in order to increase efficiency and avoid delays or disruptions to City projects or services.” The City has determined that an increase in Agreement funding is required to ensure adequate funding allowance to cover the increased demand for services.

FISCAL IMPACT:

The proposed increase of $1,844,350 is due in part of overspending caused by an unexpected increase in maintenance needs and to ensure sufficient funds are budgeted in FY 2024-25 to cover the cost for this amendment. The two increased agreements will have a combined estimated annual amount of $1,277,870, resulting in a combined estimated five-year not to exceed total of $6,389,350. Funding for the agreements is budgeted as outlined below:

Tree Pruning and Removal Services – Greentek Services, LLC Maintenance funding is budgeted in the Measure H fund, tree maintenance services will be procured, as needed.
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City Council Meeting, June 3, 2025
First Amendment Tree Pruning and Removal Services Contract

FUND TOTAL
0160 – Measure H – Public Works
(Cost Center: 56041)
$695,000
ESTIMATED ANNUAL AMOUNT $695,000
FIVE YEAR TOTAL NOT TO EXCEED $3,475,000
Tree Removal and Stump Grinding Services - Rumble Tree, Inc.

Maintenance funding is budgeted in the Measure H fund and Public Works cost centers, tree maintenance services will be procured, as needed.

FUND TOTAL
0160 – Measure H – Public Works
(Cost Center: 56041)
$382,870
4100 – Water Fund
(Cost Center: 45050)
$100,000
4210 – Wastewater Fund
(Cost Centers: 44313, 44211)
$100,000
ESTIMATED ANNUAL AMOUNT $582,870
FIVE YEAR TOTAL NOT TO EXCEED $2,914,350

COMMITTEE RECOMMENDATION
This item was considered by the Finance Committee at the meeting held on April 21, 2025, where it was recommended that it be forwarded to Council for approval.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving the First Amendments with Greentek Services, LLC, Oroville, CA, for Tree Pruning and Removal Services increasing the Agreement amount by $300,000 to a new total amount of $3,475,000 and Rumble Tree, Inc., Modesto, CA for Tree Removal and Stump Grinding Services increasing the Agreement amount by $1,594,350 for a new total of $2,914,350 for a total amount between both agreements combined not to exceed $6,389,350 over five years for both Agreements and authorizing the City Manager, or his designee, to execute the Amendments. #18..
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City Council Meeting, June 3, 2025
First Amendment Tree Pruning and Removal Services Contract

Approved by:

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

1. Resolution

2. Greentek Services– First Amendment

3. Rumble Tree – First Amendment

4. Greentek Services – Original Agreement

5. Rumble Tree - Original Agreement
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MODESTO CITY COUNCIL
RESOLUTION NO. 2025-XX

RESOLUTION APPROVING THE FIRST AMENDMENTS WITH GREENTEK

SERVICES, LLC, OROVILLE, CA, FOR TREE PRUNING AND REMOVAL SERVICES INCREASING THE AGREEMENT AMOUNT BY $300,000 TO A NEW TOTAL AMOUNT OF $3,475,000 AND RUMBLE TREE, INC., MODESTO,

CA FOR TREE REMOVAL AND STUMP GRINDING SERVICES INCREASING THE AGREEMENT BY $1,594,350 FOR A NEW TOTAL OF $2,914,350 FOR A

TOTAL AMOUNT BETWEEN BOTH AGREEMENTS COMBINED NOT TO
EXCEED $6,389,350 OVER FIVE YEARS FOR BOTH AGREEMENTS AND

AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE

THE AMENDMENTS
WHEREAS, in recent years, the demand for tree pruning and removal services within the City’s urban forest exceeded the City Forestry Division’s available time and resources; and
WHEREAS, staff’s difficulty in providing these services raises safety concerns and at this time there is a significant backlog of trees that need to be trimmed or removed and stumps that need to be ground; and
WHEREAS, on June 6, 2023, by Resolution 2023-266, Council approved the Fiscal Year (FY) 2023-2024 budget, which included $1,550,000 of Measure H funding for tree maintenance; and
WHEREAS, on October 10, 2023, by Resolution 2023-455, Council approved the Agreements for Tree Pruning and Removal Services with West Coast Arborists, Inc., Anaheim, CA; Greentek Services, LLC, Oroville, CA; and Rumble Tree, Inc., Modesto, CA; and
WHEREAS, on June 4, 2024, by Resolution 2024-190, Council approved the FY 2024-25 budget, which included an adjustment request for Measure H funding in an amount of $550,000 in additional funding for outside contractors (Pruning, Removal, and #18..
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Stump Grinding) calling out Greentek Services, LLC and Rumble Tree, Inc., and an adjustment request for Measure H funding in the amount of $1,094,350 for reforestation of City trees, calling out Rumble Tree Service. Over the next five years Rumble Tree will assist in replanting trees at "open locations" while also conducting tree and stump removal operations in other areas identified. Breaking this down over a five-year span would average 230 new trees planted each year in identified areas; and WHEREAS, these agreements will continue to assist the Forestry Division in catching up with deferred tree maintenance that has built up over the past decade providing for a safer environment and healthier urban forest for the citizens of Modesto.

Many trees in Modesto’s urban forest are experiencing limb and tree failure due to extended pruning cycles, defects within the trees, storms, drought, vandalism, disease, and lack of young tree training. These agreements will directly impact the trees throughout the City, improving the health and safety for residents and visitors alike; and WHEREAS, Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(f) “Where the Purchasing Manager, in her discretion, determines that it is appropriate to amend the services or goods provided under an existing agreement to include additional similar good or services, of limited quantity or scope, in order to increase efficiency and avoid delays or disruptions to City projects or services.” The City has determined that an increase in Agreement funding is required to ensure adequate funding allowance to cover the increased demand for services; and #18..
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WHEREAS, the two increased agreements will have a combined estimated annual amount of $1,277,870, resulting in a combined estimated five-year not to exceed total of $6,389,350.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the First Amendment with Greentek Services, LLC, Oroville, CA, for Tree Pruning and Removal Services increasing the Agreement amount by $300,000 and Rumble Tree, Inc., Modesto, CA for Tree Pruning and Removal Services increasing the Agreement amount by $1,594,350 for a total amount between both agreements combined not to exceed $6,389,350 over five years.

BE IT FURTHER RESOLVED that the City Manager, or his designee is authorized to adjust the amount of each contract to address operational needs subject to the total combined not to exceed amount.

BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to execute the Amendments, in a form approved by the City Attorney. #18..
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The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 3rd day of June 2025, by Councilmember ________, who moved its adoption, which motion being duly seconded by Councilmember ______, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

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

BY: ____________________________________
JOSE M. SANCHEZ, City Attorney
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FIRST AMENDMENT TO ANNUAL AGREEMENT

WITH GREENTEK SERVICES, LLC FOR TREE PRUNING AND REMOVAL

SERVICES
This First Amendment to the Annual Agreement for Tree Pruning And Removal Services (“First Amendment”) is entered into between the CITY OF MODESTO, a municipal corporation of the State of California (hereinafter the “CITY”) and GREENTEK SERVICES, LLC, a California corporation (hereinafter “CONTRACTOR”) as of ________________, 2025 (the “Effective Date”).

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

WHEREAS, CITY and CONTRACTOR previously entered into an Agreement for Tree Pruning And Removal Services on the 10th day of October 2023 (the “Original Agreement”).

WHEREAS, CITY and CONTRACTOR desire to amend the Original Agreement to increase compensation by $300,000.

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

1. Section 1, “SCOPE OF WORK”, subsection “f”, of the Original Agreement shall be deleted in its entirety and replaced with the following:
“CONTRACTOR shall furnish said services at the following agreement rates, estimated amount of $695,000 annually, for a total amount not to exceed $3,475,000 over five (5) years.”

2. Except as modified and amended by this First Amendment, all other provisions of the Original Agreement, shall remain unchanged and in full force and effect. #18..
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IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this First Amendment by its City Manager and attestation by its City Clerk under the authority of Resolution No. 2025-_____ on the _______ day of ______________, 2025, and GREENTEK SERVICES, LLC has caused this First Amendment to be duly executed as of the Effective Date.
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FIRST AMENDMENT TO ANNUAL AGREEMENT
WITH RUMBLE TREE, INC. FOR TREE PRUNING AND REMOVAL SERVICES This First Amendment to the Annual Agreement for Tree Pruning and Removal Services (“First Amendment”) is entered into between the CITY OF MODESTO, a municipal corporation of the State of California (hereinafter the “CITY”) and RUMBLE TREE, INC., a California corporation (hereinafter “CONTRACTOR”) as of _________________, 2025 (the “Effective Date”).

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

WHEREAS, CITY and CONTRACTOR previously entered into an Agreement for Tree Pruning And Removal Services on the 10th day of October 2023 (the “Original Agreement”).

WHEREAS, CITY and CONTRACTOR desire to amend the Original Agreement to increase compensation by $1,594,350.

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

1. Section 1, “SCOPE OF WORK”, subsection “f”, of the Original Agreement shall be replaced in its entirety with the following:
“CONTRACTOR shall furnish said services at the following agreement rates, estimated annual amount of $582,870, for a total amount not to exceed $2,914,350 over five (5) years.”

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

IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this First Amendment by its City Manager and attestation by its City #18..
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Clerk under the authority of Resolution No. 2025-_______ on the _________ day of _______________, 2025, and RUMBLE TREE, INC. has caused this First Amendment to be duly executed as of the Effective Date.
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

June 03, 2025
Date: May 6, 2025)
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Third Amendment to Agreement for Purchase of Sodium Hypochlorite – Liquid Chlorine
CONTACT: Manuel Martinez, Water Division Manager, [email protected], 209- 342-4592
DESCRIPTION:

Consider approving the Third Amendment with Univar Solutions USA, Kent, WA for the purchase and delivery of Sodium Hypochlorite – Liquid Chlorine increasing the Agreement amount by $330,594. (Funding Source: Water Fund)
STRATEGIC PLAN ELEMENT:

This item supports the City of Modesto 2020-2025 Strategic Plan Initiatives, Goal D: Provide safe, efficient, and reliable infrastructure through proactive community investment, maintenance, and sustainability efforts.

BACKGROUND:

The City operates and maintains ninety-one (91) potable water wells and twelve tanks. State regulations require the City to disinfect the drinking water to kill or inactivate most microorganisms. Sodium Hypochlorite is used to disinfect the wells and tanks throughout the City’s water system to meet all compliance requirements set forth by the California State Water Resources Control Board, which requires well water to be chlorinated.

On September 5, 2017, by Resolution No. 2017-343, Council authorized the approval of the purchase of Sodium-Hypochlorite – Liquid Chlorine to Olin Corp-Chlor Alkali, Tracy, CA, for the Utilities Department, Water Division, for five years at a total cost of $225,000.

On January 11, 2022, the Purchasing Division issued Request for Bids (RFB), RFB 2122-05 Sodium Hypochlorite – Liquid Chlorine, on Planet Bids via the City’s website under two commodity codes1. Prospective bidders were notified online and via email of the bid opportunity. 1 88500-Water and Wastewater Treating Chemicals, 19000-Chemicals and Solvents, Commercial (In Bulk)
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City Council, June 3, 2025
Third Amendment to Agreement for Purchase of Sodium Hypochlorite – Liquid Chlorine

Eighteen companies chose to download the RFB document. The award of bid and agreement for the purchase and delivery of Sodium Hypochlorite – Liquid Chlorine for the Utilities Department, Water Division was issued to Univar Solution USA Inc., Kent, WA (Univar), as they were the lowest responsive and responsible bidder.

On June 28, 2022, by Resolution No. 2022-291, Council authorized the approval of the purchase of Sodium Hypochlorite – Liquid Chlorine to Univar Solution USA, Kent, WA for the Utilities Department, Water Division, for five years at a total cost of $661,010 over five years.

On June 29, 2023, Univar submitted a proposed 61% price increase for Contract Year 2, and through negotiations with the Purchasing Division, it was reduced to 50%, increasing the price per gallon from $1.35 to $2.02 per gallon. On September 18, 2023, the Purchasing Division authorized a First Amendment to the original agreement which included revised rates and executed Contract Year 2.

On May 28, 2024, the vendor submitted a proposed 58% price increase for Contract Year 3 and through negotiations with the Purchasing Division, it was reduced to a 10% increase, increasing the price per gallon from $2.02 to $2.23 per gallon.

On July 19, 2024, the Purchasing Division authorized a Second Amendment to the original agreement which include revised rates through the end of Contract Year 3.

DISCUSSION:

On June 29, 2023, Univar submitted a 59% price increase for Year 2 of the agreement. The increase was not solely based on the Producer Price Index (PPI) and Energy Information Administration (EIA) index, but also on how volatile the chemical market was. Production of Sodium Hypochlorite was expected to increase with the seasonal shift for demand, keeping the market tight and causing potential supply chain constraints. Univar provided supporting documentation to substantiate the requested increase.

Initially, Univar submitted a price increase of $0.80/gallon, which was a total increase of 59% and financial impact of $48,000. Through negotiations with Purchasing, the vendor resubmitted a reduced price increase of $0.67/gallon to a new rate of $2.02/gallon, which was an increase of 50% and financial impact of $40,200. The financial impact was based on the RFB estimated quantities. Purchasing recommended the approval of this increase as being justified by market conditions and supporting documentation.

On May 28, 2024, Univar proposed a price increase of $1.17/gallon to a new rate of $3.19/gallon for year 3 of the agreement. The requested price represented a 58% increase to current pricing and financial impact of $69,960. Univar provided supporting documentation to substantiate an increase in supplier costs of 10% ($0.21). Through negotiations, the vendor resubmitted a price increase of $0.21/gallon for a rate of $2.23/gallon, an increase of 10% and financial impact of $12,600. Purchasing recommended the approval of this increase as being justified by market conditions and supporting documentation.

A Third Amendment to this five-year agreement is necessary to increase funding by $330,594 due to a combined 60% vendor price increase in contract years two and three, and anticipated price increases in contract year five. Although, there was not a price increase in contract year four. The Water Division is currently converting existing well sites from calcium hypochlorite #19..
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City Council, June 3, 2025
Third Amendment to Agreement for Purchase of Sodium Hypochlorite – Liquid Chlorine

(tablet chlorine) to sodium hypochlorite (liquid chlorine). These conversions are expected to increase liquid chlorine demand up to 35% through the remaining term of the agreement.

Additionally, when reviewing the current market pricing for Sodium Hypochlorite, the Purchasing Division reviewed the current pricing in a similar agreement with the Wastewater Division and through the Bay Area Chemical Consortium. Pricing averaged above $3.00/gal vs the current agreement and pricing of $2.23, which is an increase of over 40%. As a result, going out to bid would potentially increase Department cost to the market price of over $3.00/gal.

Modesto Municipal Code Section 8-3.203 generally requires all purchases which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204 (d), where the Purchasing Manager, in her discretion, determines that a process other than the formal bid procedure set forth in Section 8-3.203 will result in a procurement of the City at the lowest possible cost commensurate with the desired quality. Upon comparing the current market cost for Sodium Hypochlorite – Liquid Chlorine at an average of $3.00/gal and the Department’s current cost of $2.23/gal, going out to bid would not be in the best interest of the City as doing so may increase Department pricing to current market costs.

FISCAL IMPACT:

The anticipated cost of $330,594 will be absorbed with the current Utilities Department, Water Fund, 4100-45050 Fiscal Year 2024-25 current operating budget and Fiscal Year 2025-26 proposed operating budget.

Current Expenditures:

Contract Year Expenditures
CY1: 7/1/22-6/30/23 $47,088
CY2: 7/1/23-6/30/24 $132,387
CY3: 7/1/24-YTD $146,383
Total (year to date) $325,858
Anticipated Expenditures:

Contract Year Original
Agreement
Gallons
(Annually)
$ per
Gallon Net Increase Amendment CY Totals
CY1: 7/1/22-6/30/23 $100,000 60,000 $1.35 $100,000
CY2: 7/1/23-6/30/24 $114,000 60,000 $2.02 $114,000
CY3: 7/1/24-6/30/25 $129,960 85,000 $2.23 $ 59,590 $189,550 CY4: 7/1/25-6/30/26 $148,154 100,000 $2.23 $ 74,846 $223,000 CY5: 7/1/26-6/30/27 $168,896 100,000 $3.35 $166,104 $335,000 Orig. Agreement Total $661,010 Amendment Total $300,540 $961,550 10% Contingency $ 30,054
Amendment Total inc. Contingency $ 991,604
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City Council, June 3, 2025
Third Amendment to Agreement for Purchase of Sodium Hypochlorite – Liquid Chlorine

COMMITTEE RECOMMENDATION:

This item was presented to the Economic Development Committee on May 5, 2025 and was recommended to forward to Council for approval.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving the Third Amendment with Univar Solutions USA, Kent, WA for the purchase and delivery of Sodium Hypochlorite – Liquid Chlorine increasing the Agreement amount by $330,594, to a new annual estimated amount of $189,550, a new total amount not to exceed $991,604 over five years and authorizing the City Manager, or his designee, to execute the Amendment.

Approved by:

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

1. Resolution

2. Third Amendment – Univar #220371

3. Executed Original Agreement – Univar #220371

4. Executed First Amendment – Univar #220371 (Contract Year 2)

5. Executed Second Amendment – Univar #220371 (Contract Year 3)

6. City of Modesto, CA-Levine Act-2025 Signed
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06/03/2025/Utilities/WWong/Item X 1 2025-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2025-XXX

RESOLUTION APPROVING THE THIRD AMENDMENT WITH UNIVAR

SOLUTIONS, USA, KENT, WA FOR THE PURCHASE AND DELIVERY OF SODIUM HYPOCHLORITE – LIQUID CHLORINE INCREASING THE
AGREEMENT AMOUNT BY $330,594, TO A NEW ANNUAL ESTIMATED AMOUNT OF $189,550, A NEW TOTAL AMOUNT NOT TO EXCEED $991,604,

OVER FIVE YEARS AND AUTHORIZING THE CITY MANAGER, OR HIS

DESIGNEE, TO EXECUTE THE AMENDMENT
WHEREAS, the City operates and maintains ninety-one (91) potable water wells and twelve tanks; and
WHEREAS, state regulations require the City to disinfect the drinking water to kill or inactivate most microorganisms. Sodium Hypochlorite is used to disinfect the wells and tanks throughout the City’s water system to meet all compliance requirements set forth by the California State Water Resources Control Board, which requires well water to be chlorinated; and
WHEREAS, on January 11, 2022, the Purchasing Division issued Request for Bids (RFB), RFB 2122-05 Sodium Hypochlorite – Liquid Chlorine, on Planet Bids via the City’s website under two commodity codes. Prospective bidders were notified online and via email of the bid opportunity; and
WHEREAS, on June 28, 2022, by Resolution No. 2022-291, Council authorized the approval of the purchase of Sodium Hypochlorite – Liquid Chlorine to Univar Solution USA, Kent, WA for the Utilities Department, Water Division, for five years at a total cost of $661,010 over five years; and
WHEREAS, on June 29, 2023, Univar submitted a proposed 61% price increase for Contract Year 2, and through negotiations with the Purchasing Division, it was reduced to 50%, increasing the price per gallon from $1.35 to $2.02 per gallon. On September 18, #19..
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06/03/2025/Utilities/WWong/Item X 2 2025-XX
2023, the Purchasing Division authorized a First Amendment to the original agreement which included revised rates and executed Contract Year 2; and WHEREAS, on May 28, 2024, the vendor submitted a proposed 58% price increase for Contract Year 3 and through negotiations with the Purchasing Division, it was reduced to a 10% increase to remain, increasing the price per gallon from $2.02 to $2.23 per gallon; and
WHEREAS, on July 19, 2024, the Purchasing Division authorized a Second Amendment to the original agreement was authorized which include revised rates through the end of Contract Year 3; and
WHEREAS, initially, Univar submitted a price increase of $0.80/gallon, which was a total increase of 59% and financial impact of $48,000. Through negotiations with Purchasing, the vendor resubmitted a reduced price increase of $0.67/gallon to a new rate of $2.02/gallon, which was an increase of 50% and financial impact of $40,200. The financial impact was based on the RFB estimated quantities. Purchasing recommended the approval of this increase as being justified by market conditions and supporting documentation; and
WHEREAS, on May 28, 2024, Univar proposed a price increase of $1.17/gallon to a new rate of $3.19/gallon for year 3 of the agreement. The requested price represented a 58% increase to current pricing and financial impact of $69,960. Univar provided supporting documentation to substantiate an increase in supplier costs of 10% ($0.21).

Through negotiations, the vendor resubmitted a price increase of $0.21/gallon for a rate of $2.23/gallon, an increase of 10% and financial impact of $12,600. Purchasing #19..
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recommended the approval of this increase as being justified by market conditions and supporting documentation; and
WHEREAS, a Third Amendment to this five (5) -year agreement is necessary to increase funding by $330,594 due to a combined 60% vendor price increase in contract years two and three, and anticipated price increases in contract year five; and WHEREAS, Modesto Municipal Code Section 8-3.203 generally requires all purchases which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204 (d), where the Purchasing Manager, in her discretion, determines that a process other than the formal bid procedure set forth in Section 8-3.203 will result in a procurement of the City at the lowest possible cost commensurate with the desired quality. Upon comparing the current market cost for Sodium Hypochlorite – Liquid Chlorine at an average of $3.00/gal and the Department’s current cost of $2.23/gal, going out to bid would not be in the best interest of the City as doing so may increase Department pricing to current market costs.

NOW, THEREFORE BE IT RESOLVED, by the Council of the City of Modesto that it hereby approves the Third Amendment with Univar Solutions USA, Kent, WA for the purchase and delivery of Sodium Hypochlorite – Liquid Chlorine increasing the agreement amount by $330,594 to a new annual estimated amount of $189,550 and a new total amount not to exceed $991,604 over five years.

BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to execute the amendment in a form approved by the City Attorney. #19..
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06/03/2025/Utilities/WWong/Item X 4 2025-XX
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 3rd day of June, 2025, by __________________ who moved its adoption, which motion being duly seconded by __________________, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

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

BY: ________________________________
JOSE M. SANCHEZ, City Attorney
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THIRD AMENDMENT FOR THE PURCHASE AND DELIVERY OF SODIUM HYPOCHLORITE –

LIQUID CHLORINE
WITH UNIVAR SOLUTIONS USA LLC.

This Third Amendment to the purchase and delivery of Sodium Hypochlorite – Liquid Chlorine (the “Third Amendment”) is entered into between the CITY OF MODESTO, a municipal corporation of the State of California hereinafter referred to as “City” and Univar Solutions USA LLC., hereinafter referred to as “Contractor” entered into by the parties on the _________ day of _________________ , 2025.

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

WHEREAS, City and Contractor previously entered into an Agreement for the purchase and delivery of Sodium Hypochlorite – Liquid Chlorine dated June 28, 2022 (the “Original Agreement”), and WHEREAS, City and Contractor previously entered into a First Amendment to execute the Year 2 extension option through June 30, 2024 and to include revised rates dated September 18, 2023, and WHEREAS, City and Contractor previously entered into a Second Amendment to execute the Year 3 extension and to include revised rates dated July 19, 2024, and WHEREAS, City and Contractor desire to amend the provisions of the Original Agreement by increasing the previous approved estimated annual amount from $100,000 to a new estimated annual amount of $189,550 and a not to exceed (NTE) amount from $661,010 to a new NTE amount of $991,604. All other provisions of the Original Agreement shall remain in effect.

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

1. Section 1, e, “Scope of Work” of the Original Agreement is deleted and replaced in its entirety as follows:
“CONTRACTOR shall furnish the service defined at the following contracted rates, for an estimated annual amount of $189,550, and a total amount not to exceed $991,604 over five (5) years:
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AGREEMENT PRICING
Item Description
Unit of
Measure Unit Pricing
Sodium Hypochlorite – Liquid Chlorine
Gallon $2.23
Annual Safety Training for each Chemical Each INCLUDED
Emergency Delivery (24) Hour Turnaround (additional cost) Each $300.00

2. Except as provided for in this Third Amendment, all other terms and conditions of the Original Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Third Amendment to Original Agreement for the purchase and delivery of Sodium Hypochlorite – Liquid Chlorine by its City Manager and attestation by its City Clerk under authority of Resolution No. ____________, adopted by the Council of the City of Modesto on the ________ day of _________________, 2025, and Univar Solutions USA LLC. has caused this Third Amendment to be duly executed as of the Effective Date.
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FIRST AMENDMENT FOR THE PURCHASE AND DELIVERY OF SODIUM HYPOCHLORITE –

LIQUID CHLORINE
WITH UNIVAR SOLUTIONS USA, INC.

This First Amendment to the purchase and delivery of Sodium Hypochlorite – Liquid Chlorine (the “First Amendment”) is entered into between the CITY OF MODESTO, a municipal corporation of the State of California hereinafter referred to as “City” and Univar Solutions USA, Inc., hereinafter referred to as “Contractor” entered into by the parties on the _______ day of _________________ , 2023.

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

WHEREAS, City and Contractor previously entered into an Agreement for the purchase and delivery of Sodium Hypochlorite – Liquid Chlorine dated June 28, 2022 (the “Original Agreement”), and WHEREAS, City and Contractor desire to execute the Year 2 extension option and extending the Original Agreement through June 30, 2024, and
WHEREAS, City and Contractor desire to amend the provisions of the Original Agreement to include revised rates. All other provisions of the Original Agreement shall remain in effect.

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

1. Section 1, e, “Scope of Work” of the Original Agreement is deleted and replaced in its entirety as follows:
“CONTRACTOR shall furnish the service defined at the following contracted rates, for an estimated annual amount of $100,000, and a total amount not to exceed $661,010 over (5) years:

AGREEMENT PRICING
Item Description
Unit of
Measure Unit Pricing
Sodium Hypochlorite – Liquid Chlorine
Gallon $2.02
Annual Safety Training for each Chemical Each INCLUDED
Emergency Delivery (24) Hour Turnaround (additional cost) Each $300.00 DocuSign Envelope ID: 0B391B32-C529-40B8-82B4-C62B5BB658D8 18th September
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2. The Parties hereby mutually agree to extend the Term of the Agreement through Year 2, as specified in Section 4 of the Original Agreement.

3. Except as provided for in this First Amendment, all other terms and conditions of the Original Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this First Amendment to Original Agreement for the purchase and delivery of Sodium Hypochlorite – Liquid Chlorine by its City Manager and attestation by its City Clerk on the ______ day of _________________, 2023, and Univar Solutions USA, Inc. has caused this First Amendment to be duly executed as of the Effective Date.

DocuSign Envelope ID: 0B391B32-C529-40B8-82B4-C62B5BB658D8 19th September
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CITY OF MODESTO,
a municipal corporation
BY: ____________________________
JOSEPH P. LOPEZ, City Manager
ATTEST:
(Seal)
BY: ____________________________

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

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

BY: ____________________________
CHRISTINA ALGER, Director of
Human Resources
Federal ID # ___________
DocuSign Envelope ID: 0B391B32-C529-40B8-82B4-C62B5BB658D8 UNIVAR SOLUTIONS USA, INC.

Joe Serna
91-1347935
Vice President, Bulk Che
9/19/2023
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SECOND AMENDMENT FOR THE PURCHASE AND DELIVERY OF SODIUM HYPOCHLORITE – LIQUID CHLORINE WITH UNIVAR SOLUTIONS USA LLC.

This Second Amendment to the purchase and delivery of Sodium Hypochlorite – Liquid Chlorine (the “Second Amendment”) is entered into between the CITY OF MODESTO, a municipal corporation of the State of California hereinafter referred to as “City” and Univar Solutions USA LLC, hereinafter referred to as “Contractor” entered into by the parties on the _________ day of _________________ , 2024.

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

WHEREAS, City and Contractor previously entered into an Agreement for the purchase and delivery of Sodium Hypochlorite – Liquid Chlorine dated June 28, 2022 (the “Original Agreement”), and WHEREAS, City and Contractor previously entered into a First Amendment to execute the Year 2 extension option through June 30, 2024 and update agreement pricing dated September 18, 2023, and WHEREAS, City and Contractor desire to amend the provisions of the Original Agreement to include revised rates, and
WHEREAS, City and Contractor desire to execute the Year 3 extension option thereby extending the Original Agreement through June 30, 2025. All other provisions of the Original Agreement shall remain in effect.

NOW, THEREFORE, in consideration of this Second Amendment, and the mutual promises, covenants, and stipulations contained in the Original Agreement for the purchase and delivery of Sodium Hypochlorite – Liquid Chlorine and this Second Amendment to the Original Agreement, the parties agree as follows:

1. Section 1, e, “Scope of Work” of the Original Agreement is deleted and replaced in its entirety as follows:
“CONTRACTOR shall furnish the service defined at the following contracted rates, for an estimated annual amount of $100,000, and a total amount not to exceed $661,010 over five (5) years:

Docusign Envelope ID: 1C41E52C-AE09-4400-9B32-D89ACEC7D8C9 19th July
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AGREEMENT PRICING
Item Description
Unit of
Measure Unit Pricing
Sodium Hypochlorite – Liquid Chlorine
Gallon $2.23
Annual Safety Training for each Chemical Each INCLUDED
Emergency Delivery (24) Hour Turnaround (additional cost) Each $300.00

2. The Parties hereby mutually agree to extend the Term of the Agreement through Year 3, as specified in Section 4 of the Original Agreement.

3. Except as provided for in this Second Amendment, all other terms and conditions of the Original Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Second Amendment to Original Agreement for the purchase and delivery of Sodium Hypochlorite – Liquid Chlorine by its City Manager and attestation by its City Clerk on the ________ day of _________________, 2024, and Univar Solutions USA LLC. has caused this Second Amendment to be duly executed as of the Effective Date.

Docusign Envelope ID: 1C41E52C-AE09-4400-9B32-D89ACEC7D8C9 22nd
July
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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 # ___________
Docusign Envelope ID: 1C41E52C-AE09-4400-9B32-D89ACEC7D8C9 Univar Solutions
Joe Serna
91-1347935
Vice President - BCD
7/22/2024
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

June 3, 2025
Date: May 13, 2025
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Agreements for Spoils Screening and Rock Crushing Services CONTACT: Manuel Martinez, Water Division Manager, [email protected], 209-342-4592
DESCRIPTION:

Consider approving the Agreements for Spoils Screening and Rock Crushing Services to California Rock Crushers, Ripon, CA and K & D Enterprises Inc., Ceres, CA, for a total combined amount not to exceed $1,608,495 over five years. (Funding Source: Water, Wastewater and Surface Transportation Funds)
STRATEGIC PLAN ELEMENT:

This item supports the City of Modesto 2020-2025 Strategic Plan Initiatives, Goal D: Provide safe, efficient, and reliable infrastructure through proactive community investment, maintenance, and sustainability efforts.

BACKGROUND:

The Utilities Department Water and Wastewater Services Divisions and the Public Works Streets Division require a Contractor to provide spoils screening and rock crushing services on an asneeded basis throughout the year. Spoils refers to the asphalt, concrete, rock, dirt, sand, and miscellaneous debris accumulated from construction jobs. These materials must be separated and screened down to ¾ inch minus clean soil for disposal. The remaining larger material is crushed to create Cal Trans Aggregate base rock which is used for other City construction jobs.

Between the Utilities and Public Works departments, a significant amount of spoils is generated from their operations. The Water Services Division generates approximately 55,000 tons of spoils material each year, which is stockpiled at the Water Services Division Litt Road facility. The Wastewater Services Division generates approximately 45,000 tons of spoils material each year which is stockpiled at the Sutter Wastewater Treatment Plant in Modesto. Additionally, the Streets Division generates a minimal amount of asphalt that requires grinding.

On August 11, 2020, by Resolution 2020-333, Council approved an Agreement with Rock Crushing Solutions, Inc., Rohnert Park, CA, for an annual estimated amount of $1,259,000 for the #20..
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City Council Meeting, June 3, 2025
Agreements for Spoils Screening and Rock Crushing Services

first year and $754,500 annually for the following four (4) years, and a total not to exceed $4,277,000 over five (5) years.

On September 16, 2024, by City Manager authority, a First Amendment to the Agreement with Rock Crushing Solutions was approved which executed the fifth-year extension option and included revised rates with no increase in spending.

DISCUSSION:

On October 8, 2024, the City Manager authorized the Purchasing Division to solicit the procurement for Spoils Screening and Rock Crushing Services. On December 12, 2024, the Purchasing Division issued Invitation to Bid (IFB) No. 2425-23 for Spoils Screening and Rock Crushing Services under several category codes.1 Prospective bidders, which included eighteen local vendors were notified online and via email of the bid opportunity. Eighteen companies chose to download the IFB document from PlanetBids.

To ensure continued service to the City, contracts may be awarded to more than one contractor to provide backup if the primary contractor is unable to meet the City’s needs. A secondary contractor may be awarded a specific job if the primary contractor is unable to perform the service, unable to complete the specific job within the time frame required by the City, or unable to maintain acceptable quality standards required by the City.

On January 14, 2025, bids were formally opened in the City Clerk’s office and broadcast via Microsoft Teams Livestream. Three (3) chose to respond, none of which were local vendors.

Based on providing the lowest responsive and responsible bid, City staff recommended to award the Spoils Screening and Rock Crushing Services to California Rock Crushers, Ripon, CA as Primary, and K & D Enterprises Inc., Ceres, CA as Secondary, for a two-year agreement with three (3) one-year extension options, for a total estimated annual amount of $300,000 for a total combined amount not to exceed $1,608,495 over five (5) years. Staff is requesting to give the Director of Finance the approval to adjust agreement totals between vendors based on contractor availability and department needs.

Modesto Municipal Code Section 8-3.203 generally requires all purchases which meet or exceed $100,000 for material, equipment, or contractual services to follow formal bid procedures. An Award of Bid and Agreements for Spoils Screening and Rock Crushing Services to California Rock Crushers, Ripon, CA and K & D Enterprises Inc., Ceres, CA conforms to the Modesto Municipal Code because the City complied with formal bid procedures, and California Rock Crushers, Ripon, CA and K & D Enterprises Inc., Ceres, CA were the lowest responsive and responsible bidders.

FISCAL IMPACT:

Spending by Public Works (PW) and Utilities (UTL) for the past five years is summarized in the following table.
1 91223 Construction, General (Backfill Services, Digging, Ditching, Road Grading, Rock Stabilization, Etc.) 91484 Trade Services, Construction (Not Otherwise Classified) 96826 Crushing, Screening, Etc. Of All Types of New Or New Recycled Aggregate, Brick Or Stone Products Incl.

Road Materials
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Agreements for Spoils Screening and Rock Crushing Services

Division 2020/21 2021/22 2022/23 2023/24 2024/25 Total
PW.Streets $44,217 $44,217
UTL.Wastewater $91,446 $71,414 $162,860
UTL.Water $380,470 $53,009 $94,035 $182,330 $110,022 $819,866 Grand Total $471,916 $53,009 $138,252 $253,744 $110,022 $1,026,943 Expenditures are budgeted in Streets (Surface Transportation Fund 1700), Wastewater (Sewer Operations Fund 4210), and Water Services (Water Fund 4100), as well as various Capital Improvement Projects (Fund 4180, Measure H Funds). Staff is requesting authorization for a combined annual estimated amount of $300,000 and a total not to exceed $1,608,495 over five (5) years, as shown in the table below. The Public Works Department (Streets Division) requested authority to spend up to $50,000 annually, with the remainder being allotted to the Utilities Department, Water and Wastewater Divisions.

Contract Year California Rock Crushers K&D Enterprises Total Amount Year 1 $240,000 $60,000 $300,000
Year 2 $240,000 $60,000 $300,000
Year 3 $253,920 $63,480 $317,400
Year 4 $268,647 $67,162 $335,809
Year 5 $284,229 $71,057 $355,286
NTE/5 yrs $1,286,796 $321,699 $1,608,495
*Years 3, 4 and 5 include an annual 5.8% Consumer Price Index increase.

COMMITTEE RECOMMENDATION:

This item was considered by the Economic Development Committee at the May 5, 2025, meeting, where it was recommended that it be forwarded to Council.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving the Award of Bid and Purchasing Agreements for Spoils Screening and Rock Crushing Services to California Rock Crusher, Ripon, CA and K & D Enterprises Inc., Ceres, CA, for a two-year Agreement with three (3) one-year extension options, for a combined annual estimated amount of $300,000 and a total combined amount not to exceed $1,608,495 over five (5) years; authorizing the Director of Finance to adjust Agreement totals between vendors based on contractor availability and department needs, ensuring the combined total amount does not change; and authorizing the City Manager, or his designee, to execute the Agreements.

Approved by:

William Wong, Director of Utilities
Joseph P. Lopez, City Manager
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Agreements for Spoils Screening and Rock Crushing Services

Attachments:

1. Resolution

2. Agreement – California Rock Crusher

3. Agreement – K & D Enterprises

4. Exhibit B, Bid Submittal – California Rock Crusher

5. Exhibit B, Bid Submittal – K & D Enterprises

6. Exhibit C, IFB No. 2425-23

7. Cost Abstract IFB No. 2425-23
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06/03/2025/Utilities/WWong/Item X 1 2025-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2025-XXX

RESOLUTION APPROVING THE AWARD OF BID AND PURCHASING

AGREEMENTS FOR SPOILS SCREENING AND ROCK CRUSHING SERVICES

TO CALIFORNIA ROCK CRUSHER, RIPON, CA AND K & D ENTERPRISES INC., CERES, CA, FOR A TWO (2) YEAR AGREEMENT WITH THREE (3) ONEYEAR EXTENSION OPTIONS, FOR A COMBINED ANNUAL ESTIMATED AMOUNT OF $300,000 AND A TOTAL COMBINED AMOUNT NOT TO EXCEED $1,608,495 OVER FIVE (5) YEARS; AUTHORIZING THE DIRECTOR OF

FINANCE TO ADJUST AGREEMENT TOTALS BETWEEN VENDORS BASED

ON CONTRACTOR AVAILABILITY AND DEPARTMENT NEEDS, ENSURING THE COMBINED TOTAL AMOUNT DOES NOT CHANGE; AND

AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE

THE AGREEMENTS
WHEREAS, the Utilities Department Water and Wastewater Services Divisions, and the Public Works Streets Division, require a Contractor to provide spoils screening and rock crushing services on an as-needed basis throughout the year. Spoils refers to the asphalt, concrete, rock, dirt, sand, and miscellaneous debris accumulated from construction jobs, and
WHEREAS, these materials must be separated and screened down to ¾ inch minus clean soil for disposal. The remaining larger material is crushed to create Cal Trans Aggregate base rock which is used for other City construction jobs, and WHEREAS, each year, Water Services generates approximately 55,000 tons of spoils, Wastewater generates approximately 45,000 tons, Streets generates a minimal amount of asphalt that requires grinding, and
WHEREAS, on August 11, 2020, by Resolution 2020-333, Council approved an Agreement with Rock Crushing Solutions, Inc., Rohnert Park, CA, for an annual estimated amount of $1,259,000 for the first year and $754,500 annually for the following four (4) years, and a total not to exceed $4,277,000 over five (5) years, and #20..
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WHEREAS, on September 16, 2024, by City Manager authority, a First Amendment to the Agreement with Rock Crushing Solutions was approved which executed the fifth-year extension option and included revised rates with no increase in spending, and
WHEREAS, on October 8, 2024, the City Manager authorized the Purchasing Division to solicit the procurement for Spoils Screening and Rock Crushing Services. On December 12, 2024, the Purchasing Division issued IFB No. 2425-23 for Spoils Screening and Rock Crushing Services, and prospective bidders were notified online. Eighteen companies chose to download the IFB document from PlanetBids, and WHEREAS, to ensure continued service to the City, contracts may be awarded to more than one contractor to provide backup if the primary contractor is unable to meet the City’s needs. A secondary contractor may be awarded a specific job if the primary contractor is unable to perform the service, unable to complete the specific job within the time frame required by the City, or unable to maintain acceptable quality standards required by the City, and
WHEREAS, on January 14, 2025, bids were formally opened in the City Clerk’s office and broadcast via Microsoft Teams Livestream. Three (3) chose to respond, none of which were local vendors. Based on providing the lowest responsive and responsible bid, City staff recommended to award the Spoils Screening and Rock Crushing Services Agreement to California Rock Crushers, Ripon, CA as Primary, and K & D Enterprises Inc., Ceres, CA as Secondary, and
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WHEREAS, staff is requesting to give the Director of Finance the approval to adjust agreement totals between vendors based on contractor availability and department needs, and
WHEREAS, Modesto Municipal Code Section 8-3.203 generally requires all purchases which meet or exceed $100,000 for material, equipment, or contractual services to follow formal bid procedures. An Award of Bid and Agreements for Spoils Screening and Rock Crushing Services to California Rock Crushers, Ripon, CA and K & D Enterprises Inc., Ceres, CA conforms to the Modesto Municipal Code because the City complied with formal bid procedures, and California Rock Crushers, Ripon, CA and K & D Enterprises Inc., Ceres, CA were the lowest responsive and responsible bidders.

NOW, THEREFORE BE IT RESOLVED, by the Council of the City of Modesto that it hereby approves the Award of Bid and Purchasing Agreements for Spoils Screening and Rock Crushing Services to California Rock Crusher, Ripon, CA and K & D Enterprises Inc., Ceres, CA, for a two (2) year Agreement with three (3) one-year extension options, for a combined annual estimated amount of $300,000 and a total combined amount not to exceed $1,608,495 over five (5) years; and authorizing the Director of Finance, or her designee, to adjust Agreement totals between vendors based on contractor availability and department needs, ensuring the combined total amount does not change.

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. #20..
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The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 3rd day of June 2025, by __________________ who moved its adoption, which motion being duly seconded by __________________, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

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

BY: ________________________________
JOSE M. SANCHEZ, City Attorney
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1 ANNUAL AGREEMENT #296038
SPOILS SCREENING and ROCK CRUSHING SERVICES
This agreement, hereinafter called AGREEMENT, made and entered into in the City of Modesto, State of California, this _______ day of ________________, 2025, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and California Rock Crushers, a California Corporation, hereinafter called CONTRACTOR.

W I T N E S S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2025-______ authorizing the Award of Bid and agreement for the Spoils Screening and Rock Crushing Services to CONTRACTOR, attached hereto as Exhibit “A” and made a part hereof, and
WHEREAS, the CONTRACTOR provided a responsive and responsible submittal that best meets the CITY needs, attached hereto as Exhibit “B” and made a part hereof, and WHEREAS, the CITY and CONTRACTOR shall enter into an agreement for the Spoils Screening and Rock Crushing Services as described in IFB 2425-23, attached hereto as Exhibit “C” and made a part hereof (hereinafter called IFB).

NOW, THEREFORE, the parties hereto mutually agree as follows:
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2 1. THE WORK:
a. CONTRACTOR shall furnish all labor, materials, equipment, fuel, tools, licenses, and insurance necessary to perform and complete the required work as specified in Exhibit “B”, and in strict accordance with the conditions of the complete AGREEMENT. b. CONTRACTOR shall do and perform the work contemplated hereby in a good workmanlike manner under the direction of and to the satisfaction of the CITY Representative. c. CONTRACTOR shall maintain proper insurance with the CITY for the duration of the AGREEMENT.
d. CONTRACTOR shall maintain a CITY business license for the duration of the AGREEMENT.
e. CONTRACTOR shall furnish said services at the following AGREEMENT rates for an estimated annual amount $240,000. The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $1,286,796. 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 in the Bid attached hereto as Exhibit B.

AGREEMENT PRICING
Description Unit of Measure Unit Price
Screening Mobilization Fee Each $3,500.00
Screening Process Ton $4.00
Crushing Mobilization Fee Each $5,500.00
Crushing Process (Caltrans Class II ABM) Ton $6.15
Hauling/Material Disposal (of excess material that
does not meet Class II ABM)
Ton $5.99
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3 The payment of Prevailing Wages is required for this project.

Labor Craft
Direct Labor
Rate*
Fringe Benefit
Rate**
Labor
Markup
(percent)
Price Per
Service
Northern California Master $61.14/HR $33.50/HR $94.64/HR

2. PREVAILING WAGES:

In accordance with California Labor Code Section 1771, CONTRACTOR shall pay all workers, and shall ensure its subcontractors pay all of their workers, engaged in performing the services described in Exhibit “B” not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the services described in Exhibit “B” are to be performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work as provided in the California Labor Code. In accordance with California Labor Code Section 1773.2, the City has obtained the general prevailing wages in the locality in which the services described in Exhibit B are to be performed for each craft or type of work needed to be as published by the State of California Department of Industrial Relations, Division of Labor Statistics and Research, a copy of which is on file in the CITY’s Purchasing Department and shall be made available on request. Contractor must comply with all applicable laws and regulations that apply to wages earned in performance of the services described in Exhibit “B”, including those set forth in Labor Code section 1770 et. seq. and in the IFB.

3. CITY REPRESENTATIVE:

CITY Representative is:

Water Division:

Anthony Bean, 209-342-2208, [email protected]
Kenny Thornsberry, Jr., 209-342-4575, [email protected] Wastewater Division:

Bob Eusebio, 209-577-6239, [email protected]
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4 Streets Division:

John Sphar, 209-342-2235, [email protected]
Jennifer Wesley, 209-342-2252, [email protected]
Purchasing Representative:

Melvin Rosal, Buyer, 209-577-5420, [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.

4. CONTRACTOR CONTACT:

Robert (Charlie) Evans, (209) 599-9941 (Office), (209) 606-8419 (Mobile), [email protected]

5. TERM OF AGREEMENT:

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

Year 1: AUGUST 11, 2025 through AUGUST 10, 2026
Year 2: AUGUST 11, 2026 through AUGUST 10, 2027
Year 3: AUGUST 11, 2027 through AUGUST 10, 2028
Year 4: AUGUST 11, 2028 through AUGUST 10, 2029
Year 5: AUGUST 11, 2029 through AUGUST 10, 2030
Pricing as set forth in Section 1.e. above shall remain firm for the first two years of the AGREEMENT.

Price increases for any subsequent AGREEMENT years following the second year shall not exceed the percentage change in the Consumer Price Index (CPI) for West Urban Area in any one AGREEMENT year and shall be negotiated through the Purchasing Division. Requests for price increases #20..
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5 shall be submitted by CONTRACTOR in writing, ninety (90) days prior to the annual anniversary date of the AGREEMENT to be effective for the subsequent year.

Price adjustments for diesel fuel fluctuations may be considered. Thirty (30) day written notice is required for consideration. Any price adjustment shall be negotiated through the Purchasing Division and approved at the sole discretion of the CITY.

The index used to determine price adjustments on diesel fuel shall come from the Energy Information Administration Website: https://www.eia.gov/PETROLEUM/GASDIESEL/, California data.

6. LIABILITY INSURANCE:

During the term of this AGREEMENT, CONTRACTOR shall maintain in full force and effect at its own cost and expense the insurance coverage as set forth in the attached Exhibit D to this AGREEMENT and shall otherwise comply with the other provisions of Exhibit D to this AGREEMENT.

The city utilizes a software program “PINS Advantage” where vendors are responsible for uploading and maintaining updated insurance.

7. PAYMENT:

CONTRACTOR shall invoice CITY not less than once per month based on the cost for services performed and reimbursable costs incurred prior to the invoice date. All invoices shall be paid in full the following payment terms within thirty days after completion and acceptance of the Services by the CITY, and receipt of a properly prepared invoice, CITY will pay CONTRACTOR Net 45 Days via manual check.

The CITY is exempt from payment of Federal Excise Tax, and all invoices shall be exclusive of such excise tax.

Invoice to: City of Modesto
Attn: Accounts Payable
P.O. Box 642
Modesto, CA 95353
Email to: [email protected]
At a minimum, invoices shall state the following:
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6  This AGREEMENT number #296038
 CITY department/division name and address
 Billing period
 Service hours worked day and week
 Unit price, extended price, sales tax and total

8. INDEMNITY:

The CONTRACTOR shall hold the CITY, its agents, officials, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of CONTRACTOR, or its agents, officials, officers, employees, or volunteers relating to or during the performance of its obligations under this AGREEMENT, except for claims arising from the willful or active negligence of the City. 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.

9. 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 law’s provisions or principles.
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7 10. 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.

11. COMMENCEMENT AND COMPLETION OF THE WORK:

The work contemplated herein shall be commenced as immediately after the agreement administrator receives and has on file:
a. Proofs of insurance (approved by CITY Risk Manager); and b. Resolution No.2025-_______;
c. CONTRACTOR Bid submittal;
d. IFB No. 2425-23;
e. Contractor’s City of Modesto business license

12. 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 non-performance. Within 10 days after receipt of notification, the breaching party shall correct any nonperformance to the reasonable satisfaction of the non-breaching party, or such other time as may be identified in the notice. Failure to correct any non-performance shall allow the non-breaching party to terminate this AGREEMENT for cause.

Termination by City for Convenience: The City may also terminate this AGREEMENT due to the Contractor's performance under the Agreement, either in whole or in part, at its own discretion and without cause.

Post-Termination Procedure
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8 Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the CONTRACTOR shall:
a) Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subcontractors and agents are notified of such termination and act as specified in the notice of termination;
b) Terminate all orders and subcontracts except as necessary to complete any portion of the SERVICES that are not terminated;
c) If directed in writing by the CITY to do so, assign all right, title and interest in subcontracts and materials in progress to CITY, in which case the CITY will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such, but in no event shall recovery by any CONTRACTOR or subcontractor include lost profits for portions of the SERVICES not completed or undertaken, including materials not delivered; d) Deliver or otherwise make available to the CITY all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the CONTRACTOR in performing the SERVICES whether completed or in process;
e) Settle outstanding liabilities and claims, subject to the approval of CITY; f) Complete performance of such part of the SERVICES as has not been terminated; g) Take such other actions as may be necessary, or as may be directed by the CITY for the protection and preservation of the SERVICES and/or property related to the SERVICES; h) If CITY so requests, and at CITY's cost, CONTRACTOR shall provide sufficient oral or written status reports to make CITY reasonably aware of the status of CONTRACTOR’s work on the SERVICES.
i) CONTRACTOR understands and agrees that CITY may, in CITY’s sole discretion, refuse to pay CONTRACTOR for that portion of CONTRACTOR's SERVICES which were #20..
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9 performed by CONTRACTOR on the project prior to the termination date and which remain unacceptable and/or not useful to CONTRACTOR as of the termination date.

CITY will pay CONTRACTOR for SERVICES actually completed prior to the receipt of the termination notice or otherwise completed in accordance with the notice of termination. The final payment to the CONTRACTOR after termination for convenience shall be limited to amounts due and owing under the AGREEMENT at time of termination, including the following:
a. The cost of settling and paying valid claims arising out of the termination of the SERVICES such as subcontractor agreements or contracts for materials; b. The AGREEMENT price allocable to the portion of the SERVICES properly performed or goods supplied to the work site by the CONTRACTOR as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the CONTRACTOR for such SERVICES.

13. 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.

14. FAILURE TO PERFORM SATISFACTORY WORK:

It is agreed and understood that if CONTRACTOR fails to perform the SERVICES as specified herein, CITY's representative may:
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10 a. Consent to accept such unsatisfactory service with an appropriate adjustment in contract price, based on established cost factors,
b. Have such required work done by CITY forces or otherwise, and charge the cost thereof to the CONTRACTOR, or
c. Recommend termination of AGREEMENT between said the CONTRACTOR and the City of Modesto.

Those discrepancies and deficiencies in the SERVICES that remain uncorrected after the date set for correction may be the necessary justification for a billing adjustment in the month following the occurrence. Unless otherwise negotiated, billing adjustments for this incomplete or uncorrected work shall be permanent retention of 100% of the estimated monthly cost for the SERVICES not corrected or completed.

15. 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 CONTRACTOR, without further acknowledgment by the parties (Government Code, Sections 4550-4554).

16. 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. #20..
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11 17. CONTRACTOR’S RESPONSIBILITY FOR DAMAGES:

If CONTRACTOR damages any property belonging to the CITY or a third party, the CONTRACTOR will be required to make repairs immediately, at CONTRACTOR’s sole cost and expense, to the satisfaction of the CITY. In the event that CONTRACTOR fails to perform the necessary repairs, the CITY may either retain from the money due to CONTRACTOR an amount sufficient to repair the damage or perform the repairs and send an invoice to the CONTRACTOR for such costs, which shall be paid within thirty (30) days.

18. 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: California Rock Crushers
339 Doak Blvd
Ripon, CA 95366
CITY: City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

19. SIGNATORY(IES) FOR CONTRACTOR:

Each signatory for CONTRACTOR below warrants and represents that it is legally competent to, and has full authority to, execute the AGREEMENT.

20. QUANTITIES:

No minimum or maximum is guaranteed or implied.
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12 21. 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.

22. 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.

23. 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. #20..
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13 b. The CONTRACTOR and any allowed subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.
c. The CONTRACTOR shall include the nondiscrimination and compliance provisions of this clause in any allowed subcontracts to perform SERVICES. d. The CONTRACTOR shall permit access by representatives of the Department of Fair Employment and Housing and the CITY upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours’ notice, to such of its books, records, accounts, other sources of information and its facilities as said Department or CITY shall require to ascertain compliance with this AGREEMENT.
e. By executing this AGREEMENT, CONTRACTOR certifies that it shall follow and be in compliance with the Americans with Disabilities Act of 1990, the applicable administrative requirements promulgated in response thereto, and any other applicable Federal laws and regulations relating to handicap discrimination and participation and will continue to do so for at least the duration of the AGREEMENT and any extensions thereof.

24. 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.

25. 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 #20..
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14 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.

26. 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 “A” and “B”, and only under the terms and conditions set forth herein.

27. 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.

28. 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.

29. 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. #20..
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15 30. 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.

31. HEADINGS NOT CONTROLLING:

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

32. MISCELLANEOUS:

Time is of the essence in CONTRACTOR’s performance under each provision of this AGREEMENT.

33. ENTIRE AGREEMENT:

This Agreement and its exhibits contain the entire understanding between CONTRACTOR and CITY. Additional or new terms contained in this AGREEMENT which vary from CONTRACTOR’S bid are controlling and are deemed accepted by CONTRACTOR by performance of any SERVICES or other commencement of performance hereunder. The terms and conditions of the IFB, attached hereto as Exhibit B, 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 related 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.

34. 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. 2025-_______, adopted by the Council of the City of Modesto on the ________ day of __________________, 2025 and California Rock Crushers. has caused this Agreement to be duly executed. #20..
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17 Exhibit D:

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

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

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

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

3. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

6. Contractors’ Pollution Legal Liability and/or Asbestos Legal Liability with limits no less than $2,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

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

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

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

The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
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18 The City of Modesto, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance with coverage equal to ISO form CG 2010. For completed operations, a separate endorsement equal to ISO form CG 2037 is required.

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

The City of Modesto does not accept endorsements limiting the Contractor’s insurance coverage to the sole negligence of the Named Insured.

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

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

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

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

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

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

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

Self-Insured Retentions
All Self-insured retentions must be disclosed to Risk Management for approval and shall not reduce the limits of liability. The City of Modesto may require the Contractor to purchase coverage with a lower retention or provide #20..
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19 proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Any and all deductibles and SIRs shall be the sole responsibility of Contractor or subcontractor who procured such insurance and shall not apply to the Indemnified Additional Insured Parties.

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

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

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

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

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

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

City of Modesto
Attn: Risk Management
1010 10th Street
Modesto, CA 95354
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1 ANNUAL AGREEMENT #296039
SPOILS SCREENING and K&D ENTERPRISES INC
This agreement, hereinafter called AGREEMENT, made and entered into in the City of Modesto, State of California, this _______ day of ________________, 2025, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and K&D Enterprises, Inc., a California Corporation, hereinafter called CONTRACTOR.

W I T N E S S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2025-______ authorizing the Award of Bid and agreement for the Spoils Screening and Rock Crushing Services to CONTRACTOR, attached hereto as Exhibit “A” and made a part hereof, and
WHEREAS, the CONTRACTOR provided a responsive and responsible submittal that best meets the CITY needs, attached hereto as Exhibit “B” and made a part hereof, and WHEREAS, the CITY and CONTRACTOR shall enter into an agreement for the Spoils Screening and Rock Crushing Services as described in IFB 2425-23, attached hereto as Exhibit “C” and made a part hereof (hereinafter called IFB).

NOW, THEREFORE, the parties hereto mutually agree as follows:
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2 1. THE WORK:
a. CONTRACTOR shall furnish all labor, materials, equipment, fuel, tools, licenses, and insurance necessary to perform and complete the required work as specified in Exhibit “B”, and in strict accordance with the conditions of the complete AGREEMENT. b. CONTRACTOR shall do and perform the work contemplated hereby in a good workmanlike manner under the direction of and to the satisfaction of the CITY Representative. c. CONTRACTOR shall maintain proper insurance with the CITY for the duration of the AGREEMENT.
d. CONTRACTOR shall maintain a CITY business license for the duration of the AGREEMENT.
e. CONTRACTOR shall furnish said services at the following AGREEMENT rates for an estimated annual amount $60,000. The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $321,699. 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 in the Bid attached hereto as Exhibit B.

AGREEMENT PRICING
Description Unit of Measure Unit Price
Screening Mobilization Fee Each $3,800.00
Screening Process Ton $4.25
Crushing Mobilization Fee Each $5,900.00
Crushing Process (Caltrans Class II ABM) Ton $6.25
Hauling/Material Disposal (of excess material that
does not meet Class II ABM)
Ton $6.00
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3 The payment of Prevailing Wages is required for this project.

Labor Craft
Direct Labor
Rate*
Fringe Benefit
Rate**
Labor
Markup
(percent)
Price Per
Service
Labor/Operator $61.14/HR $33.50/HR $94.64/HR
*Direct Labor Rate cannot be less than the minimum state prevailing wage. **Provide a copy of the current Fringe Benefit Statement. During the term of the agreement, ensure the City has a copy of the current, applicable statement on file.

2. PREVAILING WAGES:

In accordance with California Labor Code Section 1771, CONTRACTOR shall pay all workers, and shall ensure its subcontractors pay all of their workers, engaged in performing the services described in Exhibit “B” not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the services described in Exhibit “B” are to be performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work as provided in the California Labor Code. In accordance with California Labor Code Section 1773.2, the City has obtained the general prevailing wages in the locality in which the services described in Exhibit B are to be performed for each craft or type of work needed to be as published by the State of California Department of Industrial Relations, Division of Labor Statistics and Research, a copy of which is on file in the CITY’s Purchasing Department and shall be made available on request. Contractor must comply with all applicable laws and regulations that apply to wages earned in performance of the services described in Exhibit “B”, including those set forth in Labor Code section 1770 et. seq. and in the IFB.

3. CITY REPRESENTATIVE:

CITY Representative is:

Water Division:

Anthony Bean, 209-342-2208, [email protected]
Kenny Thornsberry, Jr., 209-342-4575, [email protected] #20..
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4 Wastewater Division:

Bob Eusebio, 209-577-6239, [email protected]
Streets Division:

John Sphar, 209-342-2235, [email protected]
Jennifer Wesley, 209-342-2252, [email protected]
Purchasing Representative:

Melvin Rosal, Buyer, 209-577-5420, [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.

4. CONTRACTOR CONTACT:

Kenneth Thornberry, (209) 538-8492 (Office), (209) 495-9234 (Mobile), [email protected]

5. TERM OF AGREEMENT:

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

Year 1: AUGUST 11, 2025 through AUGUST 10, 2026
Year 2: AUGUST 11, 2026 through AUGUST 10, 2027
Year 3: AUGUST 11, 2027 through AUGUST 10, 2028
Year 4: AUGUST 11, 2028 through AUGUST 10, 2029
Year 5: AUGUST 11, 2029 through AUGUST 10, 2030
Pricing as set forth in Section 1.e. above shall remain firm for the first two (2) years of the AGREEMENT.
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5 Price increases for any subsequent AGREEMENT years following the second year shall not exceed the percentage change in the Consumer Price Index (CPI) for West Urban Area in any one AGREEMENT year and shall be negotiated through the Purchasing Division. Requests for price increases shall be submitted by CONTRACTOR in writing, ninety (90) days prior to the annual anniversary date of the AGREEMENT to be effective for the subsequent year.

Price adjustments for diesel fuel fluctuations may be considered. Thirty (30) day written notice is required for consideration. Any price adjustment shall be negotiated through the Purchasing Division and approved at the sole discretion of the CITY.

The index used to determine price adjustments on diesel fuel shall come from the Energy Information Administration Website: https://www.eia.gov/PETROLEUM/GASDIESEL/, California data.

6. LIABILITY INSURANCE:

During the term of this AGREEMENT, CONTRACTOR shall maintain in full force and effect at its own cost and expense the insurance coverage as set forth in the attached Exhibit D to this AGREEMENT and shall otherwise comply with the other provisions of Exhibit D to this AGREEMENT.

The city utilizes a software program “PINS Advantage” where vendors are responsible for uploading and maintaining updated insurance.

7. PAYMENT:

CONTRACTOR shall invoice CITY not less than once per month based on the cost for services performed and reimbursable costs incurred prior to the invoice date. All invoices shall be paid in full the following payment terms within thirty days after completion and acceptance of the Services by the CITY, and receipt of a properly prepared invoice, CITY will pay CONTRACTOR Net 45 Days via manual check.

The CITY is exempt from payment of Federal Excise Tax, and all invoices shall be exclusive of such excise tax.

Invoice to: City of Modesto
Attn: Accounts Payable
P.O. Box 642
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6 Modesto, CA 95353
Email to: [email protected]
At a minimum, invoices shall state the following:
 This AGREEMENT number #296039
 CITY department/division name and address
 Billing period
 Service hours worked day and week
 Unit price, extended price, sales tax and total

8. INDEMNITY:

The CONTRACTOR shall hold the CITY, its agents, officials, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of CONTRACTOR, or its agents, officials, officers, employees, or volunteers relating to or during the performance of its obligations under this AGREEMENT, except for claims arising from the willful or active negligence of the City. 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.

9. 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 #20..
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7 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 law’s provisions or principles.

10. 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.

11. COMMENCEMENT AND COMPLETION OF THE WORK:

The work contemplated herein shall be commenced as immediately after the agreement administrator receives and has on file:
a. Proofs of insurance (approved by CITY Risk Manager); and b. Resolution No.2025-_______;
c. CONTRACTOR Bid submittal;
d. IFB No. 2425-23;
e. Contractor’s City of Modesto business license

12. 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 non-performance. Within 10 days after receipt of notification, the breaching party shall correct any nonperformance to the reasonable satisfaction of the non-breaching party, or such other time as may be identified in the notice. Failure to correct any non-performance shall allow the non-breaching party to terminate this AGREEMENT for cause.
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8 Termination by City for Convenience: The City may also terminate this AGREEMENT due to the Contractor's performance under the Agreement, either in whole or in part, at its own discretion and without cause.

Post-Termination Procedure
Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the CONTRACTOR shall:
a) Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subcontractors and agents are notified of such termination and act as specified in the notice of termination;
b) Terminate all orders and subcontracts except as necessary to complete any portion of the SERVICES that are not terminated;
c) If directed in writing by the CITY to do so, assign all right, title and interest in subcontracts and materials in progress to CITY, in which case the CITY will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such, but in no event shall recovery by any CONTRACTOR or subcontractor include lost profits for portions of the SERVICES not completed or undertaken, including materials not delivered; d) Deliver or otherwise make available to the CITY all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the CONTRACTOR in performing the SERVICES whether completed or in process;
e) Settle outstanding liabilities and claims, subject to the approval of CITY; f) Complete performance of such part of the SERVICES as has not been terminated; g) Take such other actions as may be necessary, or as may be directed by the CITY for the protection and preservation of the SERVICES and/or property related to the SERVICES; #20..
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9 h) If CITY so requests, and at CITY's cost, CONTRACTOR shall provide sufficient oral or written status reports to make CITY reasonably aware of the status of CONTRACTOR’s work on the SERVICES.
i) CONTRACTOR understands and agrees that CITY may, in CITY’s sole discretion, refuse to pay CONTRACTOR for that portion of CONTRACTOR's SERVICES which were performed by CONTRACTOR on the project prior to the termination date and which remain unacceptable and/or not useful to CONTRACTOR as of the termination date.

CITY will pay CONTRACTOR for SERVICES actually completed prior to the receipt of the termination notice or otherwise completed in accordance with the notice of termination. The final payment to the CONTRACTOR after termination for convenience shall be limited to amounts due and owing under the AGREEMENT at time of termination, including the following:
a. The cost of settling and paying valid claims arising out of the termination of the SERVICES such as subcontractor agreements or contracts for materials; b. The AGREEMENT price allocable to the portion of the SERVICES properly performed or goods supplied to the work site by the CONTRACTOR as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the CONTRACTOR for such SERVICES.

13. 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.

14. FAILURE TO PERFORM SATISFACTORY WORK:

It is agreed and understood that if the CONTRACTOR fails to perform the SERVICES as specified herein, CITY's representative may:
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10 a. Consent to accept such unsatisfactory service with an appropriate adjustment in contract price, based on established cost factors,
b. Have such required work done by CITY forces or otherwise, and charge the cost thereof to the CONTRACTOR, or
c. Recommend termination of AGREEMENT between said the CONTRACTOR and the City of Modesto.

Those discrepancies and deficiencies in the SERVICES that remain uncorrected after the date set for correction may be the necessary justification for a billing adjustment in the month following the occurrence. Unless otherwise negotiated, billing adjustments for this incomplete or uncorrected work shall be permanent retention of 100% of the estimated monthly cost for the SERVICES not corrected or completed.

15. 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).

16. 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. #20..
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11 17. CONTRACTOR’S RESPONSIBILITY FOR DAMAGES:

If CONTRACTOR damages any property belonging to the CITY or a third party, the CONTRACTOR will be required to make repairs immediately, at CONTRACTOR’s sole cost and expense, to the satisfaction of the CITY. In the event that CONTRACTOR fails to perform the necessary repairs, the CITY may either retain from the money due to CONTRACTOR an amount sufficient to repair the damage or perform the repairs and send an invoice to the CONTRACTOR for such costs, which shall be paid within thirty (30) days.

18. 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: K&D Enterprises, Inc.
4107 Morgan Rd
Ceres, CA 95307
CITY: City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

19. SIGNATORY(IES) FOR CONTRACTOR:

Each signatory for CONTRACTOR below warrants and represents that it is legally competent to, and has full authority to, execute the AGREEMENT.

20. QUANTITIES:

No minimum or maximum is guaranteed or implied.
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12 21. 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.

22. 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.

23. 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. #20..
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13 b. The CONTRACTOR and any allowed subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.
c. The CONTRACTOR shall include the nondiscrimination and compliance provisions of this clause in any allowed subcontracts to perform SERVICES. d. The CONTRACTOR shall permit access by representatives of the Department of Fair Employment and Housing and the CITY upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours’ notice, to such of its books, records, accounts, other sources of information and its facilities as said Department or CITY shall require to ascertain compliance with this AGREEMENT.
e. By executing this AGREEMENT, CONTRACTOR certifies that it shall follow and be in compliance with the Americans with Disabilities Act of 1990, the applicable administrative requirements promulgated in response thereto, and any other applicable Federal laws and regulations relating to handicap discrimination and participation and will continue to do so for at least the duration of the AGREEMENT and any extensions thereof.

24. 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.

25. 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 #20..
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14 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.

26. FACILITIES AND EQUIPMENT:

Except as set forth herein, CONTRACTOR shall, at its sole cost and expense, provide all 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 “A” and “B”, and only under the terms and conditions set forth herein. CONTRACTOR warrants that it needs no facilities to perform the services other than those listed in Exhibit “A” and “B”.

27. 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.

28. 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.

29. 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. #20..
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15 30. 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.

31. HEADINGS NOT CONTROLLING:

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

32. MISCELLANEOUS:

Time is of the essence in CONTRACTOR’s performance under each provision of this AGREEMENT.

33. ENTIRE AGREEMENT:

This Agreement and its exhibits contain the entire understanding between CONTRACTOR and CITY. Additional or new terms contained in this AGREEMENT which vary from CONTRACTOR’S bid are controlling and are deemed accepted by CONTRACTOR by performance of any SERVICES or other commencement of performance hereunder. The terms and conditions of the IFB, attached hereto as Exhibit B, 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 related 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.

34. 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. 2025-_______, adopted by the Council of the City of Modesto on the ________ day of __________________, 2025 and K&D Enterprises, Inc. has caused this Agreement to be duly executed. #20..
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17 Exhibit D:

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

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

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

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

3. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

6. Contractors’ Pollution Legal Liability and/or Asbestos Legal Liability with limits no less than $2,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

Excludes material that are never handled by KD Enterprises INC.

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

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

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

The insurance policies are to contain, or be endorsed to contain, the following provisions:
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18 Additional Insured Status
The City of Modesto, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance with coverage equal to ISO form CG 2010. For completed operations, a separate endorsement equal to ISO form CG 2037 is required.

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

The City of Modesto does not accept endorsements limiting the Contractor’s insurance coverage to the sole negligence of the Named Insured.

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

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

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

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

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

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

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

Self-Insured Retentions
All Self-insured retentions must be disclosed to Risk Management for approval and shall not reduce the limits of liability. The City of Modesto may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the #20..
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19 retention. Any and all deductibles and SIRs shall be the sole responsibility of Contractor or subcontractor who procured such insurance and shall not apply to the Indemnified Additional Insured Parties.

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

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

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

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

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

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

City of Modesto
Attn: Risk Management
1010 10th Street
Modesto, CA 95354
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INVITATION FOR BIDS # 2425-23

SPOILS SCREENING AND ROCK

CRUSHING SERVICES
1 INVITATION FOR BIDS (“IFB”) NO. 2425-23
FOR

SPOILS SCREENING AND ROCK CRUSHING SERVICES

THE PAYMENT OF PREVAILING WAGES IS REQUIRED
BID OPENING: January 14, 2024 at 11:00 A.M.

Non – Mandatory Bid Walk: Thursday, December 19, 2024 at 8:30 A.M.

CITY OF MODESTO CONTACT: Kim Presson, Buyer
E-MAIL ADDRESS: [email protected]
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INVITATION FOR BIDS # 2425-23

SPOILS SCREENING AND ROCK

CRUSHING SERVICES
2 Table of Contents
NOTICE TO BIDDERS ............................................................................................................................. 3 CALENDAR OF EVENTS ........................................................................................................................ 5 CITY CONTACT ....................................................................................................................................... 5 PRECEDENCE........................................................................................................................................... 5 VIRTUAL BID OPENING......................................................................................................................... 6 GENERAL BID REQUIREMENTS .......................................................................................................... 7 BID SUBMITTAL CHECKLIST............................................................................................................. 15 BID FORM A – IFB ACKNOWLEDGEMENT.................................................................................. 16 BID FORM B – BIDDER COMPANY INFORMATION................................................................... 19 BID FORM C – PRICING SCHEDULE.............................................................................................. 21 BID FORM D – BIDDER EXCEPTIONS, CLARIFICATIONS, AMENDMENTS.......................... 23 BID FORM E – BIDDER CUSTOMER REFERENCES .................................................................... 24 BID FORM F – FINANCIAL INTEREST DISCLOSURE................................................................. 26 BID FORM G – SUPPORT OF LOCAL VENDORS.......................................................................... 28 BID FORM H – BIDDER COMPANY HISTORY STATEMENT .................................................... 29 BID FORM I – ADDENDA ACKNOWLEDGEMENT...................................................................... 30 BID FORM J – BIDDER WARRANTY STATEMENTS................................................................... 31 BID FORM K – BIDDER EXPERIENCE AND CERTIFICATIONS................................................ 32 BID FORM L – SUBCONTRACTOR LIST......................................................................................... 33 TECHNICAL SPECIFICATIONS AND REQUIREMENTS ................................................................. 34

1.0 SCOPE OF WORK:........................................................................................................................ 34

1.1 REQUIRED LICENSES:................................................................................................................ 36 SAMPLE ANNUAL AGREEMENT ....................................................................................................... 37 #20..
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INVITATION FOR BIDS # 2425-23

SPOILS SCREENING AND ROCK

CRUSHING SERVICES
3 NOTICE TO BIDDERS
NOTICE IS HEREBY GIVEN that the City of Modesto, County of Stanislaus, State of California (“City”), will receive at the City Clerk’s office, 1010 Tenth Street, Suite 6600, Modesto, CA 95354 sealed Bids (each, a “Bid”) from qualified Bidders (each, a “Bidder”) for the furnishing of Spoils Screening and Rock Crushing Services equipment, materials, supplies and/or related services (the “Services”) for the City of Modesto, Utilities Department, Water and Wastewater Division and Public Works Department, Streets Division.

All equipment, materials, and supplies shall be furnished F.O.B. City of Modesto (delivery charges borne by Bidder, included in the Services pricing herein, and not separately charged to the City).

Bidders are highly recommended to download all IFB documents from the City’s Purchasing Division website at http://www.modestogov.com/257/Contracting-Bid-Opportunities; such IFB documents shall include all specifications necessary for Bidders to submit a responsive Bid..

Each Bid shall be sealed and filed with the City Clerk’s office, 1010 Tenth Street, Suite 6600, Modesto, CA 95354 prior to Tuesday, January 14, 2024 at 11:00 A.M., at which time Bids will be opened, read and recorded. The opening of bids will not be physically open to the public but may be viewed simultaneously via video conferencing in the manner provided for herein. All Bids shall be available for review following City Council award approval at the Purchasing Division, 1010 Tenth Street, 5th Floor, Suite 5300, Modesto, CA 95354.

Bids will be received only at the address shown above, and prior to the time indicated. Any Bid received at or after said time and/or date, or at a place other than the stated address cannot be considered and will be returned to the Bidder unopened.

All Bids, whether delivered by an employee of the Bidder, U.S. Postal Service, courier or package delivery service must be received and time stamped at the stated address prior to the time designated.

The City Clerk’s time stamp shall be considered the official timepiece for the purpose of establishing the actual receipt of Bids. Bids will not be accepted by email or facsimile. The City of Modesto assumes no responsibility for delay in the delivery of the Bid. #20..
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INVITATION FOR BIDS # 2425-23

SPOILS SCREENING AND ROCK

CRUSHING SERVICES
4 On the outside of the Bid envelope and courier envelope, if any, the Bidder shall indicate the following:
“NAME AND ADDRESS OF BIDDER
BID IN RESPONSE TO INVITATION FOR BIDS # 2425-23

SPOILS SCREENING AND ROCK CRUSHING SERVICES
BID OPENING DATE: JANUARY 14, 2024 AT 11:00 A.M.”
Bidder must deliver your Bid by a preferred method to the appropriate location below:

MAIL TO: DELIVER/ COURIER TO:

CITY CLERK CITY CLERK

CITY OF MODESTO CITY OF MODESTO
P.O. BOX 642 1010 10TH STREET, SUITE 6600
MODESTO, CA 95353 MODESTO, CA 95354
The City reserves the right to reject any or all Bids or to waive any informalities or minor irregularities in a Bid.

No Bidder may withdraw its Bid for a period of one hundred twenty (120) days after the date set for the opening thereof.
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5 CALENDAR OF EVENTS
Event Date
IFB Issued December 04, 2024
Bid Walk December 19, 2024
Written Questions Due via Email December 27, 2024
Addendum Issued (if required) January 3, 2024 (approximate date) Bid Due Date & Time PRIOR 11:00 A.M. on Tuesday, January 14, 2024 Contract Award Approximately August, 2025
Bid Walk: A NON-MANDATORY bid walk is scheduled for December 19, 2024 at 8:30 A.M.

Bid Walk Location: 4240 Litt Rd, Modesto CA, 95357

CITY CONTACT
All questions regarding these specifications, terms, and conditions shall be submitted in writing via email to the City’s Purchasing Division contact named on the cover page of this IFB (“City Contact”) by the date listed in the CALENDAR OF EVENTS above. The City will respond to pertinent questions through issuance of an Addendum to be available to all Bidders. All contact between Bidder and the City regarding the Bid process shall be through the City Contact. Attempts by the Bidder to contact other City personnel regarding this IFB and associated process may result in disqualification of the Bidder. Notwithstanding the foregoing, information intentionally or unintentionally provided by any person other than the City Contact may not be correct and will not be binding upon the City.

BIDDER FAMILIARITY WITH SERVICE CONDITIONS
It is the responsibility of each Bidder to become familiar with all of the specifications, terms and conditions and the site conditions (if applicable). The Bidder agrees to and acknowledges all IFB specifications, terms, and conditions and indicates the ability to perform by submission of a Bid. By the submission of a Bid, the Bidder certifies that if awarded a contract it will make no claim against the City based upon ignorance of conditions or misunderstanding of the specifications.

PRECEDENCE
Bidder agrees that any agreement resulting from City’s acceptance of its Bid, together with the terms in any City purchase order and associated specifications provided by the City to Bidder therewith, shall comprise the entire agreement between City and Bidder. Moreover, Bidder agrees that any additional or contrary terms contained in Bidder’s acknowledgement of, shall be null and void. #20..
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6 VIRTUAL BID OPENING
The City of Modesto will be broadcasting Bid openings live electronically via Microsoft Teams at 11:00 a.m. (Pacific Time) on Tuesday, January 14, 2024. The City Clerk Record of Bid document should be available on Planet Bids by the end of the same day.

The public Bid opening for this Invitation for Bids will be available using the URL link containing the Number and Title of the Bid on the cover page, provided below. By submitting your Bid for the abovestated IFB you acknowledge, understand, and agree to this modified Bid opening procedure.

URL: https://teams.microsoft.com/l/meetup
join/19%3ameeting_NTI0YzBiMDMtNDQ0Yi00YjNlLWIwZjYtYzg4ZDVjMDdkM2Mz%40thread.v2 /0?context=%7b%22Tid%22%3a%22125ccacf-fc61-463c-9976-
189f876ff90b%22%2c%22Oid%22%3a%229715c333-c997-4dd7-8984-12cd4deaa705%22%7d Join Microsoft Teams Meeting (Click here to join the meeting) • +1 (469)-998-7409
• Conference ID: 961 656 049#
Should you have any questions regarding this, please do not hesitate to contact the Purchasing Department Contact listed on the Cover Page.
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7 GENERAL BID REQUIREMENTS
A. BID SUBMITTAL: Bidders should submit two “inked” (preferably blue ink) signed original Bid document, plus one copy of the signed original Bid document, and one electronic copy submitted via USB. The original Bid document shall be clearly marked. Photocopies do not constitute an original Bid. FAILURE TO FURNISH AT LEAST ONE “INKED” SIGNED ORIGINAL BID DOCUMENT MAY RESULT IN DISQUALIFICATION.

B. CONFIDENTIAL BIDDER INFORMATION: It is the responsibility of the Bidders to identify information in their Bid submission that they may consider to be confidential under the California Public Records Act. To the extent that the City agrees with that designation, such information will be held in confidence whenever possible. All other information will be considered public.

C. BIDDER COSTS INCURRED IN RESPONDING TO IFB: All costs associated with the preparation and submission of a Bid shall be borne by the Bidder.

D. BIDDER EXCEPTIONS: All exceptions taken to this IFB and associated specifications shall be specifically and clearly identified on Exceptions, Clarifications and Amendments form.

Failure to comply with this provision may deem the Bid as non-responsive. Please review the Sample Agreement and make note on the Exceptions, Clarifications, and Amendments form for any changes. Exceptions taken shall not affect the overall performance and quality of equipment, materials and/or provision of Services required by the City. The Purchasing Manager or designated agent shall make the final decision regarding the acceptability of equipment, materials and/or provision of Services with exceptions.

E. CITY ACCEPTANCE/REJECTION OF IRREGULAR BIDS: An agreement shall be awarded to the Bidder whose Bid most closely satisfies the needs of the City and is deemed the most advantageous to the City. The City reserves the right to reject any or all Bids or to waive any informalities or minor irregularities in a Bid.

F. COMPLETE BID DOCUMENT: The following forms constitute the makeup of a complete Bid document and shall be signed wherever indicated and submitted to the City in the order listed):
• Bid Form A – IFB Acknowledgement
• Bid Form B – Bidder Company Information
• Bid Form C – Pricing Schedule
• Bid Form D – Bidder Exceptions, Clarifications, Amendments • Bid Form E – Bidder Customer References
• Bid Form F – Financial Interest Disclosure
• Bid Form G – Support of Local Vendors
• Bid Form H – Bidder Company History Statement
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8 • Bid Form I – Addenda Acknowledgement Page (if applicable) • Bid Form J – Bidder Warranty Statements
• Bid Form K– Bidder Experience and Certifications
• Bid Form L – Subcontractor List
Failure to furnish any of these documents may result in disqualification.

G. COMPLIANCE/NON-COMPLIANCE: If Bidder cannot comply with a specification requirement in this IFB, note on the Exception, Clarifications, Amendments form of the specification paragraph, your exception, and your recommendation. The Purchasing Manager will evaluate your recommendation. If after evaluation it is determined that the Bidder is not in compliance with the specification, the Bid may be rejected.

H. PROPOSED PRICING FORMAT:
• The cost of labor, equipment, fuel, licenses, bonds, permits, and insurance necessary to perform the required provision of Services shall be included in Bid pricing, along with Bidder’s profit margin and any other cost factors.
• Unless otherwise stated, the Bidder agrees that, in the event of a price decline, the benefit of such lower pricing shall be extended to the City.
• The City of Modesto shall not pay mileage charges or travel time from the Contractor’s place of business to the job site, or from site to site, or for the Contractor’s travel time to pick up materials.
• Bidder shall use the pricing schedule provided in this IFB to present Bid pricing. No other form or format shall be accepted. Bid must be submitted on the Pricing Schedule provided. No alterations may be made to the pricing schedule. Any exceptions, amendments or adjustments should be noted on the Exception, Clarification, Amendments Form.

I. AWARD OF BID:
• The City may award one or more agreements to one or more Bidder in order to provide for backup, or in case the “primary” contractor is unable to meet the City’s needs. • The City reserves the right to decline to award any agreement if it is determined that the proposed pricing is not competitively priced based on similar agreements with public agencies within the State of California or if the bids received fail to meet the City’s requirements.
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9 • The City reserves the right to select that Bid, which best suits the City’s needs. In addition to price, consideration will be given to the quality and performance of the service to be purchased, and the criteria listed in Modesto Municipal Code Section 8-

3.203(f). Regardless of City staff’s recommendation, the City Council reserves the right to award an agreement to the Bidder that best suits the City’s needs as determined by the City Council whether or not said award is consistent with City staff’s recommendation for award.

J. SUPPORT OF LOCAL VENDORS: Should the Bidder that submits the lowest responsive Bid or and would otherwise normally qualify to receive the Bid pursuant to Sections 8-3.203 and 8-

3.204 of the Modesto Municipal Code (MMC) not be a local business as defined herein, the lowest Bid or quote submitted by a local business that is within 5% of the lowest Bid, whether or not that Bidder is the second lowest Bidder, may be deemed to be the lowest Bidder if the local Bidder agrees to reduce its Bid to match the Bid or quote of the lowest Bidder in writing within five business days after notification by City Purchasing staff, provided that said local Bidder is deemed to be a responsible Bidder as determined by the Purchasing Manager. To qualify as a local Bidder, the Bidder must have a physical business location within the City of Modesto and a current City of Modesto business license.

K. INDEMNITY: The successful Bidder (the “Contractor”) will be required to hold the City, its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgements 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 the Contractor, its agents, officers, employees, and volunteers relating to or during the performance of its obligations under this Bid, except for claims arising from the willful or active negligence of the City. Contractor’s obligation to defend, indemnify, and hold the city, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement for Contractor to procure and maintain a policy of insurance. With reference to the foregoing, the parties agree that all risk of loss, including but not limited to damages, property losses and defense of thirdparty suits, arising out of or relation to the operation of City-owned vehicles by Contractor’s employees will be apportioned to Contractor in accordance with the provisions contained in indemnity.

L. PREVAILING WAGE: Bidder’s workers must be paid no less than the prevailing wage rate as published by the State of California Department of Industrial Relations (DIR), and the successful Bidder shall maintain certified payroll. For additional information regarding Prevailing Wages, please contact the DIR at www.DIR.CA.gov or call its Labor Research and Statistics Unit, Prevailing Wage Unit at 415/703-4774. The City standards available at the following web address shall also apply to the performance of the Bid: City Standards Website:
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10 M. BIDDER REPRESENTATION: Bidder represents that:
• Bidder has had an opportunity to examine and has examined any and all of the documents, including specifications, any resultant contract and supporting data, and that it has, from the information contained in such documents, specifications, and data, fully acquainted itself with all conditions relevant to the work. • Bidder has made all reasonable investigations essential to a full understanding of the difficulties which may be encountered in performing the work. • Bidder will complete the proposed provision of Services for the compensation stated in any resultant agreement.
• Bidder assumes full and complete responsibility for all conditions relevant to the proposed provision of Services and all risks in connection therewith. • Bidder represents that it is fully qualified to perform the proposed provision of Services in accordance with the terms of any resultant agreement within the time specified therein.

N. BID PROTEST AND APPEAL PROCEDURES: Bidders wishing to protest or appeal a contract award decision by the City of Modesto must follow the procedures provided in this section. Protests or appeals which are not submitted in accordance with these procedures will not be reviewed.

Definitions
For the purposes of these procedures: "Days" means working days on which City Hall is open for business, excluding holidays and weekends.
"Bid" includes the term "offer" or "proposal" as used in the context of formal, informal, or negotiated procurements.
"Announced Decision" includes the term “Notice of Intent to Award Letter”. Once the City has issued an Announced Decision, the date noted will begin the time that a Bidder may lodge a protest.

Protest Procedures
• Only a Bidder who has actually submitted a Bid is eligible to submit a protest against the City’s Announced Decision.
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11 • A Bidder may not rely on the bid protest submitted by another bidder but must timely pursue its own protest.
• A written protest to an Announced Decision must be made to the City of Modesto's Director of Finance no later than ten days after the date of the Announced Decision. • The protest shall be delivered or sent by registered mail and received by the City by the deadline, or protest will be automatically rejected. Protestors who choose to be represented by legal counsel are responsible for the associated expenses. • The protest shall be accompanied by a certified cashier's check in the amount of $300.00, (except for protests of Federally Funded agreements), made payable to the Clerk of the City of Modesto. Protests filed without the requisite fee will be rejected without any additional review.
• The protest filed with the Director of Finance shall:
a. Include the name, address, email address and business telephone number of the protestor;
b. Identify the protest by name, Invitation for Bid (IFB) or Request for Proposal (RFP) number, and IFB/RFP date;
c. The bid protest must contain a complete statement of the basis for the protest and all supporting documentation. The protest must refer to the specific portion or portions of the Contract Documents upon which the protest is based; d. Include all supporting documentation, if any. Documentation submitted after filing deadline will not be reviewed.
• Bid Protests: A Bidder shall follow, in order, the following steps:
a. Protest to Director of Finance: Upon receipt of a complete and timely protest, the Director of Finance shall review all the submitted materials and shall create and retain a written record of the review. The Director of Finance shall respond at least generally to each material issue raised in the protest not later than ten days after receipt of the protest. Notice of the Director of Finance's decision may be given by letter mailed through U.S. Postal Service.

All protests to the Director of Finance shall either be delivered to:

City Clerk’s Office
Attn: Director of Finance
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12 1010 Tenth St. Suite 6600
Modesto CA 95354
Or mailed to:

City Clerk’s Office
Attn: Director of Finance
PO Box 642
Modesto CA 95353
b. Appeal to Deputy City Manager: At the protestor’s discretion, the decision of the Director of Finance may be appealed in writing to the City of Modesto's Deputy City Manager(s) no later than ten days after the date of the Director of Finance’s Decision. The scope of the appeal shall be limited by the issues raised in the initial protest to the Director of Finance. The Deputy City Manager shall not be permitted to review any newly raised issues. The Deputy City Manager shall review the appeal, accompanying supporting documents, if any and the written records of the protest review by the Director of Finance. A written record of the Deputy City Manager's review shall be created and maintained. The Deputy City Manager shall give notice of their decision to the protestor within ten days after receipt of appeal.

Further protest appeals shall either be delivered to:

City Clerk’s Office
Attn: Deputy City Manager
1010 Tenth St. Suite 6600
Modesto CA 95354
Or mailed to:

City Clerk’s Office
Attn: Deputy City Manager
PO Box 642
Modesto CA 95353
d. Appeal to City Council: Any protestor seeking to appeal to the decision of the Deputy City Manager may appeal in writing to the City Council by filing with the City Clerk a written notice of such appeal not later than ten days after the date of the Deputy City Manager's decision. The City Clerk will calendar the protest for Council hearing and give notice of the time and place of the hearing as provided #20..
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13 in Modesto Municipal Code Sections 1-4.01 through 1-4.05. The City Council’s decision on the appeal shall be final.

All protest appeals to the City Council shall either be delivered to:

City Clerk’s Office
Attn: City Council
1010 Tenth St. Suite 6600
Modesto CA 95354
Or mailed to:

City Clerk’s Office
Attn: City Council
PO Box 642
Modesto CA 95353
e. Optional Alternative Process for Protests of Procurement Actions Exceeding $250,000: A Bidder protesting procurements exceeding $250,000 shall comply with the procedures contained herein, except that in lieu of appeal to the Deputy City Manager a protestor may request that the protest be heard and decided at an administrative hearing.

A written request for administrative hearing shall be accompanied by a certified or cashier's check in the amount of $1,500, (except for protests of Federally Funded projects); The request for hearing shall include the specific grounds of the appeal.

The City of Modesto shall select and engage an impartial and qualified person to act as hearing officer in the pending protest. The protestor shall have the right to twice reject the selected hearing officer, provided that the City is notified of such rejection within three days of notice to protestor of the name of the hearing officer.

The protest shall be heard not later than twenty days after receipt of protestor's request for hearing and the selection of a hearing officer. Protests not made in a timely manner shall be deemed withdrawn, unless the City and the protestor mutually agree otherwise in writing. The protestor’s failure to accept a hearing officer after the third attempt by City staff to identify an impartial hearing officer shall be deemed a withdrawal of the protest.
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14 The costs of the hearing officer and expenses of the protest shall be borne by the protestor. The sums deposited with the request for hearing shall be credited to the costs of the hearing officer and other hearing expenses. f. Mandatory Alternative Process for Protests of Procurements Obtained with Federal Funds: If the protested procurement involves federal funds, the Deputy City Manager, City Council, or hearing officer shall give notice, accompanying their respective decisions, to the protestor that he or she has the right to appeal to the appropriate federal agency, for which an agency name, contact (where available) and address shall be provided by City staff. Such an appeal shall be filed with the appropriate agency within seven business days of the dispatch or rejection notices to the protestor. Federal agencies may entertain protests alleging that the City has failed to adopt written protest procedures or has failed to follow such procedures. The City Council is the highest authority of the City of Modesto, and its decisions are final. A disappointed Bidder for a contract involving expenditures of Federal funds shall have the right to appeal the City Council decision directly to the federal agency as described herein. #20..
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15 BID SUBMITTAL CHECKLIST

BID SUBMITTAL CHECKLIST
The Bidder shall provide a complete Bid in a sealed envelope by the required deadline on the Bid Opening Date. Failure to provide all the required documents may cause the Bid to be considered nonresponsive.

Bidder’s Bid must contain the following applicable elements completed and signed as described morefully herein. The following checklist is provided solely for Bidder’s use in reviewing the completeness of your submission:

COMPLETE BID ELEMENTS 
Bid Form A – IFB Acknowledgement
Bid Form B – Bidder Company Information
Bid Form C – Pricing Schedule
Bid Form D – Bidder Exceptions, Clarifications, Amendments Bid Form E – Bidder Customer References
Bid Form F – Financial Interest Disclosure
Bid Form G – Support of Local Vendors
Bid Form H – Bidder Company History Statement
Bid Form I – Addenda Acknowledgement
Bid Form J – Bidder Warranty Statements
Bid Form K – Bidder Experience and Certifications
Bid Form L – Subcontractor List

Bidder’s submission should include all City of Modesto forms. If any form is not applicable, Bidder should write or type “Not Applicable” on it but still include the form in your submission. #20..
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16 BID FORM A – IFB ACKNOWLEDGEMENT
The City is soliciting Bids from qualified firms (each a “Bidder” to fulfill the City’s requirements per the specifications, terms and conditions contained in this Invitation for Bids (“Invitation for Bids” or “IFB”).

This Bid Acknowledgement must be completed, signed by an authorized responsible officer or employee, dated and submitted with the Bid response. Obligations assumed by such signature will include the following:

1. Preparation of Bids: (a) All prices and notations must be printed in ink or typewritten. No erasures permitted. Errors may be crossed out and corrections printed in ink or typewritten adjacent and must be initialed in ink by person signing the Bid. (b) Quote price as specified in Bid. No alterations or changes of any kind shall be permitted to the Bid Form. Responses that do not comply shall be subject to rejection in total.

2. Failure to Submit Bid: If you are not submitting a Bid but want to remain on the mailing list and receive future Bids, complete, sign and return this Bid Acknowledgement and state the reason you are not pricing.

3. Taxes and Freight Charges: (a) Unless otherwise required and specified in the IFB, the prices quoted herein do not include Sales, Use or other taxes. (b) No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or for any other purpose, except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the Bid. (c) Amount paid for transportation of property to the City is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping paper shows the consignee as one (1) of the City; as such papers may be accepted by the carrier as proof of the exempt character of the shipment. (d) Articles sold to the City are exempt from certain Federal excise taxes. The City will furnish an exemption certificate.

4. Award: (a) Unless otherwise specified by the Bidder or the IFB gives notice of an all-or-none award, the City may accept any item or group of items of any Bid. (b) Bids are subject to acceptance by the City at any time within 45 days of opening, unless otherwise specified in the IFB. A Bidder shall not change its bid if accepted within such time. (c) A valid, contract based on the sample agreement attached to the IFB and the submitted bid shall be mailed, or otherwise furnished, to the successful Bidder within the time for acceptance specified, and such contract shall be a binding agreement without further action by either party. The contract shall be interpreted, construed and given effect in all respects according to the laws of the State of California.

5. Patent Indemnity: Bidders who do business with the City shall hold the City, its officers, agents and employees, harmless from liability of any nature or kind, including cost and expenses, for infringement or use of any patent, copyright or other proprietary right, secret process, patented or un- #20..
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17 patented invention, article or appliance furnished or used in connection with the contract or purchase order.

6. Samples: Samples of items, when required, shall be furnished free of expense to the City and if not destroyed by test may upon request (made when the sample is furnished), be returned at the Bidder’s expense.

7. Rights and Remedies of City for Default: (a) In the event any item furnished by the Bidder in the performance of the contract or purchase order should fail to conform to the specifications therefore or to the sample submitted by the Bidder with its Bid, the City may reject the same, and it shall thereupon become the duty of the Bidder to reclaim and remove the same forthwith, without expense to the City, and immediately to replace all such rejected items with others conforming to such specifications or samples; provided that should the Bidder 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 coming due to Bidder, or send an invoice to the Bidder which shall be paid within thirty (30) days, the difference between the prices named in the contract or purchase order and the actual cost thereof to the City. In the event that the Bidder 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. (b) Cost of inspection or deliveries or offers for delivery, which do not meet specifications, will be borne by the Bidder. (c) The rights and remedies of the City provided above shall not be exclusive and are in addition to any other rights and remedies provided by law or under the contract.

8. Payment Terms and Methods: Bidder will be able to choose from either of the following payment methods and associated timings:
(a) Option A (Preferred): City of Modesto ePay Payment: This secure payment methodology is preferred by an increasing number of the City’s suppliers. On Net 30-day timing, you will receive a single-use Master Card number with a detailed remittance for each payment. You will process the payment though your POS/Card terminal. The payment remittance will be sent from [email protected] via email and will contain the following information:
• 16-digit credit card number
• Expiration date
• Security code
• Total dollar amount of invoices to be paid
• Invoices reference numbers and corresponding amounts
ePay results in small percentage rebate of 1.0% to the City through the card issuer. That rebate amount will be considered by the City in its evaluation of Bidder’s pricing proposal hereunder. #20..
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18 Information about enrolling in MasterCard ePay program can be obtained from the City’s contact listed on the Cover Page of this IFB.
(b) Option B – Manual Check: On Net 45 Day timing, the City will mail a hardcopy check to Bidder. The payment will be deemed to have been made when the check envelope is mailed via US Postal Service First Class Mail. The timing of the mailing will be at the end of the Net 45 Day period. Additional time should be estimated by the Bidder for the check to be in transit, and to await deposit and clearance by Bidder staff.

9. California Government Code Section 4552: In submitting a Bid to the City, the Bidder offers and agrees that if the Bid is accepted, it will assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2, commencing with Section 16700, of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of Services, materials, or services by the Bidder for sale to the purchasing body pursuant to the Bid. Such assignment shall be made and become effective at the time the purchasing body tender’s final payment to the Bidder.

10. No Guarantee or Warranty: The City makes no guarantee or warranty as to the condition, completeness or safety of any material or equipment that may be traded under a contract or purchase order resulting from this Bid.

11. One “Inked” Signed Original Bids Document Required: Failure to furnish one “inked” signed original Bid document may result in disqualification. These must be accompanied by one copy and one electronic document recorded onto a USB storage device.

12. Minor Irregularities. The City reserves the right, in its sole discretion, to waive any informalities or minor irregularities in a Bid.

The undersigned acknowledges receipt of the referenced IFB and/or Addenda and offers and agrees to furnish the articles and/or services specified on behalf of the Bidder indicated in Bidder’s Bid Forms A through L, attached hereto and made a part hereof, for the pricing proposed on the Pricing Schedule.

Bidder Company Name:

Bidder Headquarters Address:

City/State/Zip:

Signature/Title/Date:
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19 BID FORM B – BIDDER COMPANY INFORMATION
A. Bidder Company Full
Legal Name
B. Bidder Company
Marketplace (or DBA)
Name
C. Type of Legal Entity: ___ Corporation, registered in ____________________ (State) ___ Limited Liability Company, registered in _________________(State) ___ Partnership, registered in ________________(State)
___ Sole Proprietorship, registered in ____________(State) ___ Other ___________________________________________(Describe) D. Headquarters Address
(Street Address, City,
State, Country, Postal
Code):

E. Website Address: www.___________
F. Contact Person Details: Name:

Title:

Phone (Office):

Phone (Mobile):

Mailing Address (Street Address, City, State, Postal Code):

Fax Number:

Email:

G. Federal Taxpayer
Identification Number
(TIN):

H. Dun & Bradstreet
(DUNS) Number:

I. Names and Titles of
Top Three Bidder
Officers:

J. Years in Business:

K. Bidder Office Address
Closest to City of
Modesto (Street
Address, City, State,
Country, Postal Code):

L. City of Modesto
Business License
Number (note –
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20 provide only if
available now - - but
not required until any
contract begins):
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21 BID FORM C – PRICING SCHEDULE
All labor, materials, equipment, tools, fuel, licenses, bonds, insurance and other expenses necessary for Bidder to perform the required services shall be included in Bid pricing. Bid must be submitted on the below Pricing Schedule provided. No alterations should be made to the pricing schedule. Any exceptions, amendments or adjustments should be noted on Bid Form D – Bidder Exceptions, Clarifications, Amendments.

ESTIMATED ANNUAL QTY x UNIT PRICE= EXTENDED PRICE
**In case of discrepancy between a unit price and an extended price, the unit price will be presumed to be correct, subject, however, to correction to the same extent and in the same manner.** The payment of Prevailing Wages is required for this project.

Description Unit of Measure Unit Price
Screening Mobilization Fee Each $ /EA
Screening Process Ton $ /Ton
Crushing Mobilization Fee Each $ /EA
Crushing Process (Caltrans Class II ABM) Ton $ /Ton
Hauling/Material Disposal (of excess material that does not meet Class II ABM)
Ton $ /Ton
SUBTOTAL $
1% ePay Discount if Option A is selected (see: Bid From C) $ Total $
The payment of Prevailing Wages is required for this project.

Labor Craft Direct Labor Rate*
Fringe Benefit
Rate**
Labor
Markup
(percent)
Price Per
Service
$ /HR $ /HR % $ /HR
$ /HR $ /HR % $ /HR
$ /HR $ /HR % $ /HR
$ /HR $ /HR % $ /HR
$ /HR $ /HR % $ /HR
*Direct Labor Rate cannot be less than the minimum state prevailing wage. **Provide a copy of the current Fringe Benefit Statement. During the term of the agreement, ensure the City has a copy of the current, applicable statement on file.
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INVITATION FOR BIDS # 2425-23

SPOILS SCREENING AND ROCK

CRUSHING SERVICES
22 Payment Terms:

Check which of the following payment terms/methodology Bidder accepts (a description of each can be found in Bid Form A – IFB Acknowledgement):

Choose One:
• Option A (Preferred): City of Modesto ePay Payment on Net 30 Day Timing: _____ Choose by checking () here. If selected, for bid comparison purposes, Bidder’s pricing will be reduced by the City of Modesto’s average ePay card program rebate percentage; or ePay Email Address: ________________________________
• Option B Manual Check Payment Mailed by US Postal Service First Class Mail Only on Net 45 Day Timing: ____ Choose by checking () here.

THE undersigned acknowledges receipt of the referenced IFB and any associated Addenda and offers to furnish the articles and/or services specified, in accordance with the specifications, terms and conditions of this IFB and these Bid documents, for the pricing indicated on the Pricing Schedule.

Bidder Company Name:

Name of Bidder Signatory:

Signature of Bidder Representative:
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INVITATION FOR BIDS # 2425-23

SPOILS SCREENING AND ROCK

CRUSHING SERVICES
23 BID FORM D – BIDDER EXCEPTIONS, CLARIFICATIONS, AMENDMENTS Exceptions to the City of Modesto’s IFB package, sample agreement, and associate specifications are not encouraged and may cause Bidder to be considered not responsible and/or its Bid to be considered not responsive. Therefore, if no exceptions, clarifications or amendments are proposed by Bidder, it is preferred that Bidder so indicate by typing or writing “Not Applicable” in the Description field in the first item row below. Less preferred, Bidder may indicate no exceptions, clarifications or amendments are proposed by leaving this form out of its’ Bid submission.

Nonetheless, Bidder may request Bid clarifications and exceptions below, if any, sign and submit with your Bid response. Any requested exception, clarification or amendment may not be accepted and may deem the Bidder as non-responsive.

Item # Reference To: Description
Page # Section or
Paragraph #
Bidder Company Name:

Name of Bidder Signatory:

Signature of Bidder Representative:
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INVITATION FOR BIDS # 2425-23

SPOILS SCREENING AND ROCK

CRUSHING SERVICES
24 BID FORM E – BIDDER CUSTOMER REFERENCES
Bidder must provide a list of five current or former customers able to discuss prior experience with similar type of services requested by the City in the above-referenced IFB. Bidder’s references shall have similar volume and requirements to the City of Modesto’s as described in the above-referenced IFB. Bidders failing to provide references may be deemed as non-responsive.

The City may contact some or all of the references provided in order to determine the Bidder’s performance record on services similar to that described in the above-referenced IFB. The City reserves the right to contact references other than those provided in Bidder’s submission and to use the information gained from them in the award process.

Company Name:

Address:

City, State, Zip Code:

Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Service:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code:

Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Services:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code
Contact Person:
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INVITATION FOR BIDS # 2425-23

SPOILS SCREENING AND ROCK

CRUSHING SERVICES
25 Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Services:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Services:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Services:

Annual Contract Value $
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INVITATION FOR BIDS # 2425-23

SPOILS SCREENING AND ROCK

CRUSHING SERVICES
26 BID FORM F – FINANCIAL INTEREST DISCLOSURE
Any contract award to result from this IFB process and Bidder’s submission of a Bid therewith will require approval by a majority vote of the City of Modesto’s City Council. In order to have full transparency in any City of Modesto commercial actions, the City Council may not approve an agreement between the City and the Bidder until all person with a direct or indirect financial interest of greater than $2,000 in the Bidder are identified by name.

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

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

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

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

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

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

10.03(h) are satisfied.

It is the legal obligation of all applicants for approval of an agreement or of an application for development rights to verify in writing, under penalty of perjury, that the identity of each person having a material financial interest in the Bidder is true, correct and complete. By signing below, the applicant understands that this information is provided under penalty of perjury, and that intentionally supplying misinformation or deception may result in either invalidation of the agreement or application, or criminal prosecution for misdemeanor violation of the Modesto Municipal Code, or both. Negligent provision of misinformation shall be grounds for invalidation. In accordance with the Modesto Municipal Code, each applicant has a continuing obligation to maintain the truth, accuracy and completeness of the financial interest disclosure information provided below until after final consideration by the City Council of any matter arising out of or relating to the agreement or application.
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INVITATION FOR BIDS # 2425-23

SPOILS SCREENING AND ROCK

CRUSHING SERVICES
27 Print Names of Persons Having a Financial Interest in Bidder Receiving this Agreement:

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

Bidder Company Name:

Name of Bidder Signatory:

Signature of Bidder Representative:
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INVITATION FOR BIDS # 2425-23

SPOILS SCREENING AND ROCK

CRUSHING SERVICES
28 BID FORM G – SUPPORT OF LOCAL VENDORS
Notice Pursuant to Modesto Municipal Code section 8.3-206 - Should the Bidder which submits the lowest responsive Bid (and would otherwise normally qualify to receive the Bid pursuant to Sections 8-3.203 and 8-

3.204 of the Modesto Municipal Code) not be a local business as defined herein, the lowest Bid or quote submitted by a local business that is within five percent (5%) of the lowest Bid or quote, whether or not that Bidder is the second lowest Bidder, may be deemed to be the lowest Bidder if the local Bidder agrees to reduce its Bid to match the Bid of the lowest Bidder in writing within five business days after notification by City Purchasing staff, provided that said local Bidder is deemed to be a responsible Bidder as determined by the Purchasing Manager.

Notwithstanding the foregoing, award to the local Bidder must still be approved by the City Council as would have the typical award.

To qualify as a local Bidder, the Bidder must have a physical business location within the City of Modesto and a current City of Modesto business license.

This document is only required should the Bidder request to be considered for the Support of Local Vendor preference, and meets the criteria noted above.

Check here:

I declare I am a local business per the above criteria
Bidder Company Name:

City of Modesto Address (Street,
City, State, Postal Code:

City of Modesto Business License
Number:

Under penalty of perjury, the undersigned declares that the foregoing information is true and correct:

Print/Type Name:

Title:

Signature:

Date:
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INVITATION FOR BIDS # 2425-23

SPOILS SCREENING AND ROCK

CRUSHING SERVICES
29 BID FORM H – BIDDER COMPANY HISTORY STATEMENT
Bidder shall have been in business for a minimum of three continuous years (immediately prior to the time of the City’s solicitation) providing the services described in this Invitation for Bids (IFB).

The Bidder’s company history overview statement shall be approximately one to three pages in length and inserted below:

Bidder Company Legal Name: Insert Bidder Logo Here (if existent):

Insert Bidder Company History Overview Statement Beginning Here:
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INVITATION FOR BIDS # 2425-23

SPOILS SCREENING AND ROCK

CRUSHING SERVICES
30 BID FORM I – ADDENDA ACKNOWLEDGEMENT
In order to obtain any addenda information, throughout the IFB period, Bidder is responsible for regularly checking the City of Modesto’s Planet Bid website at https://pbsystem.planetbids.com/portal/14999/bo/bosearch for the IFB number listed on the Cover Page and in the header of each subsequent page of this IFB, and in any event, no later than the day prior to Bid opening.. The changes identified in any addenda issued will modify this IFB and specifications. The addenda now become a part of this IFB and Bidder’s resultant Bid.

Signing the Bid on the signature portion thereof, the Bidder acknowledges that the Bidder has confirmed that it has received all addenda issued for IFB, and has included costs for such in the Bid submitted. Failure to list and acknowledge all addenda numbers may cause Bidder’s Bid to be considered nonresponsive.

Do not attach any of the addenda to this sheet nor include them with the Bid.

If no addenda have been issued against this IFB solicitation, Bidder may write “Not Applicable” and return this Bid Form as part of its submission. Alternatively, Bidder may leave this Bid Form out of its submission.

But if any addenda have been issued by the City of Modesto this document is required to be completed and returned.

The Bid is submitted with respect to the changes to the IFB included in addenda numbers:

List All Addenda Numbers, Separated by Commas
(“,”):

Bidder Company Name:
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INVITATION FOR BIDS # 2425-23

SPOILS SCREENING AND ROCK

CRUSHING SERVICES
31 BID FORM J – BIDDER WARRANTY STATEMENTS
As a material part of its Bid, Bidder shall insert below a written statement detailing any materials and workmanship warranties, terms and conditions in conformance with the specifications and requirements set forth in this IFB.

Notwithstanding any other provisions of this IFB, Bidder warrants that the materials, supplies, or other services furnished under any contract or purchase order resulting from its Bid shall be on the most suitable grade and meet or exceed the standards set forth in this IFB. Such warranty shall include the following; performance, workmanship, labor, materials, and Bidder design or engineering contributions. If a defect is discovered in any item of the materials, assemblies, components, supplies or services covered in this Bid, Bidder shall correct at its sole expense, all such defects as are reported within 30 days of City’s 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 or any resultant purchase order.

All materials, parts, labor, assemblies and components shall by subject to the warranty conditions and terms unless specifically exempted in writing by the City of Modesto.

Bidder Company Legal Name: Insert Bidder Logo Here (if existent):

Insert Bidder Warranty Statement Beginning Here:
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INVITATION FOR BIDS # 2425-23

SPOILS SCREENING AND ROCK

CRUSHING SERVICES
32 BID FORM K – BIDDER EXPERIENCE AND CERTIFICATIONS
Bidder shall provide below a summary covering the following:

A. Experience: The Contractor and its employees directly involved in providing inspections, services and repairs shall have a minimum of three years’ experience providing the types of services requested in this IFB:
i. Identify key personnel and their position within your organization. ii. Provide a biographical summary or resume detailing the experience, level of expertise and qualifications of the key individuals providing the types of services requested herein. iii. If you plan to subcontract work, you must also indicate in Bid Form L – Subcontractor List the name and address of each firm and the type of work or tasks the subcontractor will perform. Identify key personnel assigned to the project, their position, qualifications and representative experience.

B. Certifications: Bidder shall provide copies of all relevant certifications held for both company and any individuals required to perform the services requested herein. #20..
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INVITATION FOR BIDS # 2425-23

SPOILS SCREENING AND ROCK

CRUSHING SERVICES
33 BID FORM L – SUBCONTRACTOR LIST
Bidder shall list the name and the address of the place of business for each subcontractor who will perform work or labor or render services to the Bidder. In addition, list the type of work the subcontractor will perform, and; (if applicable) its Department of Industrial Relations (DIR) registration number and its California Contractor’s license number:

Name of
Subcontractor
Address Type of Work Contractor
License # (if any)
DIR
Registration #
(if any)
Bidder Company Name:
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INVITATION FOR BIDS # 2425-23

SPOILS SCREENING AND ROCK

CRUSHING SERVICES
34 TECHNICAL SPECIFICATIONS AND REQUIREMENTS

1.0 SCOPE OF WORK:

The Utilities Department, Water Services and Wastewater Services Divisions, and Public Works, Streets Division, require a Contractor to provide spoils screening and rock crushing services on an as needed basis throughout the year.

The Water Division generates approximately 30,000 cubic yards of spoils material, weights will vary, which is stockpiled at the Water Services Division Litt Road facility, and the Wastewater Services generates approximately 30,000 cubic yards of spoils material, weights will vary, which is stockpiled at the Wastewater Division at the Sutter Wastewater Treatment Plant facility. Public Works, Street Division generates approximately 6,000 tons of spoils material each year which is stockpiled at the Brink Road site. Spoils consist of asphalt, concrete, rock, dirt, sand, and miscellaneous debris accumulated from construction jobs. These materials must be separated and screened down to 3/4 inch minus clean soil for disposal. The remaining larger material is crushed to create Caltrans Aggregate base rock which is used for other City construction jobs. It will be the responsibility of the vendor to haul all unsuitable material that does not meet Caltrans Class II ABM standards for disposal upon request.

Facility Addresses:

Water Location Wastewater Location Streets Location
Litt Road Facility Sutter Facility
4240 Litt Rd 1221 Sutter Ave Brink Road
Modesto, CA 95357 Modesto, CA 95351 Modesto, CA 95350
Contractor shall furnish all labor, equipment, tools, fuel and insurance necessary to perform the required services.

SERVICE SPECIFICATIONS:

A. Screening: Annually one (1) to six (6) screenings per year. Approximately 60,600 total cubic yards, weights will vary, of material shall be screened down to 3/4 inch minus clean material.

B. Crushing: Two (2) to seven (7) times per year performed after final screening is completed.

Approximately 34,000 total cubic yards, weights will vary, of asphalt/concrete left from the screening process shall be crushed into usable Caltrans Class II ABM. The California Department of Transportation (Caltrans) provides specifications for the use of recycled aggregate, sometimes referred to as crushed miscellaneous base (CMB), as base (section 26) or subbase (section 25) on road projects – reference Caltrans specifications. More information can be found on Caltrans website:
https://dot.ca.gov/programs/construction/construction-manual#Chapter3 #20..
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INVITATION FOR BIDS # 2425-23

SPOILS SCREENING AND ROCK

CRUSHING SERVICES
35 C. During the crushing process Contractor shall test the material to ensure that the material meets Caltrans Class II ABM base rock specifications. Test samples must be approved by the City’s Representative before continuing with the crushing process.

D. Hauling/Material Disposal: Approximately 30,000 total cubic yards, weights will vary, of unsuitable material that does not meet Caltrans Class II ABM material will be hauled off for disposal upon request.

Unsuitable material (such as material containing organic material, litter, refuse and other deleterious substances) remaining from sifting, grinding and creating Class II Aggregate Base must be legally transported to and disposed of per federal and state laws and regulations, including city, county and municipal ordinances and regulations to a proper commercial disposal or recycling facility. The Contractor shall obtain a disposal site for all of the deleterious materials somewhere off the job site.

Contractor shall obtain and file with the City a letter showing permission and conditions for use of a private disposal site. The letter shall designate the City as hold harmless.

E. A Portable Equipment Registration Permit (PERP) issued by San Joaquin Valley Air Pollution Control District (SJVAPCD) or the state of California is required.

F. The Contractor shall comply with all Federal, State, and Local Air Pollution Control Laws and Regulations, and Section 2022.1(g) of the California Code of Regulations for this project. Diesel particulate matter for on-road heavy-duty diesel-fueled vehicles shall be kept at a minimum.

G. The Contractor shall comply with the San Joaquin Valley Air Pollution Control District (SJVAPCD) requirement for the submission and approval of a Dust Control Plan, and Authority to Construct/Permit to operate application for any emissions unit as required. The Contractor shall also complete, submit, and pay the appropriate filing and processing fees.

H. Weights will be determined by a belt scale, which will need to be provided by the vendor.

I. Temporary piping at the spoils site will not be allowed.

WORK SCHEDULE:

All work shall be performed Monday through Friday between the hours of 7:00 A.M. through 4:00 P.M., excluding all major holidays. Contractor will mobilize and start processing spoils within thirty (30) calendar days of request. Prior to the start of processing, a schedule and completion date will be established. Any deviation or extension of time must be approved (in writing) at least 5 (five) days prior to the request date change, by the City Representative.

STAGING OF EQUIPMENT:

Contractor can stage equipment on premise 30 days prior to service. The City Representative will direct the Contractor to where equipment will be staged. Equipment may not be staged at multiple locations at the same time. The Contractor shall coordinate with City Representatives to plan services. Once services have been completed, Contractor must remove equipment within 30 days after completion of services. #20..
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INVITATION FOR BIDS # 2425-23

SPOILS SCREENING AND ROCK

CRUSHING SERVICES
36 1.1 REQUIRED LICENSES:

Prior to beginning any service that shall be furnished under this specification, the Bidder shall secure the appropriate Business/Delivery license from the City of Modesto. Business/Delivery license information may be obtained by calling (209) 577-5389 or emailing [email protected]. The successful Bidder shall maintain a City of Modesto business license for the duration of the agreement.

1.2 TERM OF AGREEMENT:

The term of the agreement shall be for a period of two (2) years with three (3) one-year extension options at the sole discretion of City, for a total of up to five (5) years.

A. Pricing shall remain firm for the first two (2) years of any agreement, which may be awarded pursuant to this IFB.

B. Price increases for subsequent agreement years three, four, and five, shall not exceed the Consumer Price Index (CPI) for West Urban Area in any one agreement year, and shall be negotiated through the Purchasing Division. Requests for price increases shall be submitted by Contractor(s) in writing, ninety (90) days prior to the annual anniversary date of the agreement to be effective for the subsequent year.

C. Price adjustments for diesel fuel fluctuations may be considered. Thirty (30) day written notice is required for consideration. Any price adjustment shall be negotiated through the Purchasing Division and approved at the sole discretion of the CITY.

The index used to determine price adjustments on diesel fuel shall come from the Energy Information Administration Website: HTTPS://WWW.EIA.GOV/PETROLEUM/GASDIESEL/, California data. #20..
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37 SAMPLE ANNUAL AGREEMENT
SPOILS SCREENING and ROCK CRUSHING SERVICES (ADD AGREEMENT #) This agreement, hereinafter called AGREEMENT, made and entered into in the City of Modesto, State of California, this _______ day of ________________, 2025, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and , a , hereinafter called CONTRACTOR.

W I T N E S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2025-______ authorizing the Award of Bid and agreement for the Spoils Screening and Rock Crushing Services to CONTRACTOR, attached hereto as Exhibit “A” and made a part hereof, and WHEREAS, the CONTRACTOR provided a responsive and responsible submittal that best meets the CITY needs, attached hereto as Exhibit “B” and made a part hereof, and WHEREAS, the CITY and CONTRACTOR shall enter into an agreement for the Spoils Screening and Rock Crushing Services as described in IFB 2425-23, attached hereto as Exhibit “C” and made a part hereof (hereinafter called IFB).

NOW, THEREFORE, the parties hereto mutually agree as follows:
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38 1. THE WORK:
a. CONTRACTOR shall furnish all labor, materials, equipment, fuel, tools, licenses, and insurance necessary to perform and complete the required work as specified in Exhibit “B”, and in strict accordance with the conditions of the complete AGREEMENT. b. CONTRACTOR shall do and perform the work contemplated hereby in a good workmanlike manner under the direction of and to the satisfaction of the CITY Representative. c. CONTRACTOR shall maintain proper insurance with the CITY for the duration of the AGREEMENT.
d. CONTRACTOR shall maintain a CITY business license for the duration of the AGREEMENT.
e. CONTRACTOR shall furnish said services at the following AGREEMENT rates for an estimated annual amount $ . The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $ . 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 in the Bid attached hereto as Exhibit B.

AGREEMENT PRICING
Description Unit of Measure Unit Price
Screening Mobilization Fee Each $ /EA
Screening Process Ton $ /Ton
Crushing Mobilization Fee Each $ /EA
Crushing Process (Caltrans Class II ABM) Ton $ /Ton
Hauling/Material Disposal (of excess material that does not meet Class II ABM)
Ton $ /Ton
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39 2. PREVAILING WAGES:

In accordance with California Labor Code Section 1771, CONTRACTOR shall pay all workers, and shall ensure its subcontractors pay all of their workers, engaged in performing the services described in Exhibit “B” not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the services described in Exhibit “B” are to be performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work as provided in the California Labor Code. In accordance with California Labor Code Section 1773.2, the City has obtained the general prevailing wages in the locality in which the services described in Exhibit B are to be performed for each craft or type of work needed to be as published by the State of California Department of Industrial Relations, Division of Labor Statistics and Research, a copy of which is on file in the CITY’s Purchasing Department and shall be made available on request. Contractor must comply with all applicable laws and regulations that apply to wages earned in performance of the services described in Exhibit “B”, including those set forth in Labor Code section 1770 et. seq. and in the IFB.

DIR Project ID#: Click or tap here to enter text.

3. CITY REPRESENTATIVE:

CITY Representative is:

Water Division:

Anthony Bean, 209-342-2208, [email protected]
Kenny Thornsberry, Jr., 209-342-4575, [email protected] Wastewater Division:

Bob Eusebio, 209-577-6239, [email protected]
Streets Division:

John Sphar, 209-342-2235, [email protected]
Jennifer Wesley, 209-342-2252, [email protected]
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40 Purchasing Representative:

Melvin Rosal, Buyer, 209-577-5420, [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.

4. CONTRACTOR CONTACT:

Click or tap here to enter text.

5. TERM OF AGREEMENT:

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

Year 1: MONTH DD, 2025 through MONTH DD, 2026
Year 2: MONTH DD, 2026 through MONTH DD, 2027
Year 3: MONTH DD, 2027 through MONTH DD, 2028
Year 4: MONTH DD, 2028 through MONTH DD, 2029
Year 5: MONTH DD, 2029 through MONTH DD, 2030
Pricing as set forth in Section 1.e. above shall remain firm for the first two years of the AGREEMENT.

Price increases for any subsequent AGREEMENT years following the second year shall not exceed the percentage change in the Consumer Price Index (CPI) for West Urban Area in any one AGREEMENT year and shall be negotiated through the Purchasing Division. Requests for price increases shall be submitted by CONTRACTOR in writing, ninety (90) days prior to the annual anniversary date of the AGREEMENT to be effective for the subsequent year. #20..
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41 Price adjustments for diesel fuel fluctuations may be considered. Thirty (30) day written notice is required for consideration. Any price adjustment shall be negotiated through the Purchasing Division and approved at the sole discretion of the CITY.

The index used to determine price adjustments on diesel fuel shall come from the Energy Information Administration Website: https://www.eia.gov/PETROLEUM/GASDIESEL/, California data.

6. LIABILITY INSURANCE:

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

7. PAYMENT:

CONTRACTOR shall invoice CITY not less than once per month based on the cost for services performed and reimbursable costs incurred prior to the invoice date. All invoices shall be paid in full the following payment terms within thirty days after completion and acceptance of the Services by the CITY, and receipt of a properly prepared invoice, CITY will pay CONTRACTOR [TO BE DETERMINED BY IFB RESPONSE IN FINAL AGREEMENT, EITHER “Net 30 terms via CITY’s ePay Program” or “Net 45 Days via manual check”]. The CITY is exempt from payment of Federal Excise Tax, and all invoices shall be exclusive of such excise tax.

Invoice to: City of Modesto
Attn: Accounts Payable
P.O. Box 642
Modesto, CA 95353
Email to: [email protected]
At a minimum, invoices shall state the following:
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42 • This AGREEMENT number
• CITY department/division name and address
• Billing period
• Service hours worked day and week
• Unit price, extended price, sales tax and total

8. INDEMNITY:

The CONTRACTOR shall hold the CITY, its agents, officials, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of CONTRACTOR, or its agents, officials, officers, employees, or volunteers relating to or during the performance of its obligations under this AGREEMENT, except for claims arising from the willful or active negligence of the City. 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.

9. 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
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43 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 law’s provisions or principles.

10. 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.

11. COMMENCEMENT AND COMPLETION OF THE WORK:

The work contemplated herein shall be commenced as immediately after the agreement administrator receives and has on file:
a. Proofs of insurance (approved by CITY Risk Manager); and b. Resolution No.2025-_______;
c. CONTRACTOR Bid submittal;
d. IFB No. 2425-23;
e. Contractor’s City of Modesto business license

12. 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 non-performance. Within 10 days after receipt of notification, the breaching party shall correct any nonperformance to the reasonable satisfaction of the non-breaching party, or such other time as may be identified in the notice. Failure to correct any non-performance shall allow the non-breaching party to terminate this AGREEMENT for cause.
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44 Termination by City for Convenience: The City may also terminate this AGREEMENT the Contractor's performance under the Agreement, either in whole or in part, at its own discretion and without cause.

Post-Termination Procedure
Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the CONTRACTOR shall:
a) Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subcontractors and agents are notified of such termination and act as specified in the notice of termination;
b) Terminate all orders and subcontracts except as necessary to complete any portion of the SERVICES that are not terminated;
c) If directed in writing by the CITY to do so, assign all right, title and interest in subcontracts and materials in progress to CITY, in which case the CITY will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such, but in no event shall recovery by any CONTRACTOR or subcontractor include lost profits for portions of the SERVICES not completed or undertaken, including materials not delivered;
d) Deliver or otherwise make available to the CITY all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the CONTRACTOR in performing the SERVICES whether completed or in process;
e) Settle outstanding liabilities and claims, subject to the approval of CITY; f) Complete performance of such part of the SERVICES as has not been terminated; g) Take such other actions as may be necessary, or as may be directed by the CITY for the protection and preservation of the SERVICES and/or property related to the SERVICES; #20..
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45 h) If CITY so requests, and at CITY's cost, CONTRACTOR shall provide sufficient oral or written status reports to make CITY reasonably aware of the status of CONTRACTOR’s work on the SERVICES.
i) CONTRACTOR understands and agrees that CITY may, in CITY’s sole discretion, refuse to pay CONTRACTOR for that portion of CONTRACTOR's SERVICES which were performed by CONTRACTOR on the project prior to the termination date and which remain unacceptable and/or not useful to CONTRACTOR as of the termination date.

CITY will pay CONTRACTOR for SERVICES actually completed prior to the receipt of the termination notice or otherwise completed in accordance with the notice of termination. The final payment to the CONTRACTOR after termination for convenience shall be limited to amounts due and owing under the AGREEMENT at time of termination, including the following:
a. The cost of settling and paying valid claims arising out of the termination of the SERVICES such as subcontractor agreements or contracts for materials; b. The AGREEMENT price allocable to the portion of the SERVICES properly performed or goods supplied to the work site by the CONTRACTOR as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the CONTRACTOR for such SERVICES.

13. 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.
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46 14. FAILURE TO PERFORM SATISFACTORY WORK:

It is agreed and understood that if the CONTRACTOR fails to perform the SERVICES as specified herein, CITY's representative may:
a. Consent to accept such unsatisfactory service with an appropriate adjustment in contract price, based on established cost factors,
b. Have such required work done by CITY forces or otherwise, and charge the cost thereof to the CONTRACTOR, or
c. Recommend termination of AGREEMENT between said the CONTRACTOR and the City of Modesto.

Those discrepancies and deficiencies in the SERVICES that remain uncorrected after the date set for correction may be the necessary justification for a billing adjustment in the month following the occurrence. Unless otherwise negotiated, billing adjustments for this incomplete or uncorrected work shall be permanent retention of 100% of the estimated monthly cost for the SERVICES not corrected or completed.

15. 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). #20..
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47 16. 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.

17. DIR REGISTRATION:

Pursuant to Labor Code section 1771.1, CONTRACTOR may not engage in the performance of the Services set forth in Exhibit “B”, unless currently registered and qualified to perform public work pursuant to Section 1725.5 thereof. As required in Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, during term of this AGREEMENT, CONTRACTOR shall be registered to perform public work pursuant to Section 1725.5 thereof.

18. CONTRACTOR’S RESPONSIBILITY FOR DAMAGES:

If CONTRACTOR damages any property belonging to the CITY or a third party, the CONTRACTOR will be required to make repairs immediately, at CONTRACTOR’s sole cost and expense, to the satisfaction of the CITY. In the event that CONTRACTOR fails to perform the necessary repairs, the CITY may either retain from the money due to CONTRACTOR an amount sufficient to repair the damage or perform the repairs and send an invoice to the CONTRACTOR for such costs, which shall be paid within thirty (30) days.

19. NOTICES:

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

CONTRACTOR: Click or tap here to enter text.

Click or tap here to enter text.

Click or tap here to enter text.
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48 Click or tap here to enter text.

CITY: City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

20. SIGNATORY(IES) FOR CONTRACTOR:

Each signatory for CONTRACTOR below warrants and represents that it is legally competent to, and has full authority to, execute the AGREEMENT.

21. QUANTITIES:

No minimum or maximum is guaranteed or implied.

22. 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.

23. 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.

24. 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 #20..
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49 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 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 #20..
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50 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.

25. 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.

26. 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.

27. 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 “A” and “B”, and only under the terms and conditions set forth herein.

28. 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 #20..
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51 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.

29. 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.

30. 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.

31. 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.

32. HEADINGS NOT CONTROLLING:

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

33. MISCELLANEOUS:

Time is of the essence in CONTRACTOR’s performance under each provision of this AGREEMENT.

34. 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 #20..
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52 other commencement of performance hereunder. The terms and conditions of the IFB, attached hereto as Exhibit B, 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 related 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.

35. 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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53 IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attested by its City Clerk under authority of Resolution No. 2025-_______, adopted by the Council of the City of Modesto on the ________ day of __________________, 2025 and Click or tap here to enter text. has caused this Agreement to be duly executed.

CITY OF MODESTO, CONTRACTOR
A municipal corporation
By: __________________________ By: _________________________________ JOSEPH P. LOPEZ, (Signature)
City Manager
By: _________________________________
(Name & Title)
ATTEST: Date: _______________________________
By: __________________________

DIANE NAYARES-PEREZ, CMC,
City Clerk

(SEAL)

APPROVED AS TO FORM:

By: ____________________________
JOSE M. SANCHEZ,
City Attorney
By: ____________________________

MATHEW BRALEY, ARM-PE,
Risk Manager
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54 Exhibit D:

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

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

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

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

3. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

6. Contractors’ Pollution Legal Liability and/or Asbestos Legal Liability with limits no less than $2,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

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

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

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

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

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

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

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

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

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

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

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

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

Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Modesto has received a waiver of subrogation endorsement from the insurer.
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56 Self-Insured Retentions
All Self-insured retentions must be disclosed to Risk Management for approval and shall not reduce the limits of liability. The City of Modesto may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Any and all deductibles and SIRs shall be the sole responsibility of Contractor or subcontractor who procured such insurance and shall not apply to the Indemnified Additional Insured Parties.

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

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

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

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

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

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

City of Modesto
Attn: Risk Management
1010 10th Street
Modesto, CA 95354
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January 8, 2025
ADDENDUM NO 1
INVITATION FOR BID NO. IFB 2425-23
FOR

SPOILS SCREENING AND ROCK CRUSHING SERVICES
The following web site contains the complete bid package: http://www.modestogov.com/257/Contracting-BidOpportunities Bidders who do not have the complete bid package are encouraged to download the package from the City’s web site.

This Addendum addresses questions during the Bid Walk on December 19, 2024.

Question 1: What is the volume of processed at Litt Rd? Answer 1: Approximately 30,000 cubic yards annually.

Question 2: Do you want the dirt removed?
Answer 2: Please refer to the Scope of Work, Service Specifications, Paragraph D.

Question 3: Who does the testing of material?
Answer 3: The Contractor will be responsible for getting the material tested and supplying the City with Test results.

Question 4: How often are services performed?
Answer 4: Generally, services are performed twice a year or based on accumulation.

Question 5: Who will dispose of the debris?
Answer 5: Please refer to the Scope of Work, Service Specifications, Paragraph D. #20..
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Postscript
Each proposal shall be sealed and delivered to the City Clerk’s Office, 1010 Tenth Street, Suite 6600, Modesto, CA 95354 no later than Tuesday, January 14, 2025 at 11:00 A.M., at which time proposals will be opened.

On the outside of both the bid envelope and courier envelope, the bidder shall indicate the following:

NAME AND ADDRESS OF BIDDER
SPECIFICATION NUMBER IFB 2425-23

SPOILS SCREENING AND ROCK CRUSHING SERVICES
BID OPENING DATE: JANUARY 14, 2025 AT 11:00 A.M.

MAIL TO: CITY CLERK COURIER TO: CITY CLERK

CITY OF MODESTO CITY OF MODESTO
P.O. BOX 642 1010 10TH STREET, SUITE 6600
MODESTO, CA 95353 MODESTO, CA 95354
The City reserves the right to reject any or all bids or to waive any informalities or minor irregularities in a bid.

No proposer may withdraw his/her bid for a period of one hundred twenty (120) days after the date set for the opening thereof.
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Description
Qty Unit Price Sample Job Price Sample Job Price Sample Job Screening Mobilization Fee 1 Each $ 3,500.00 $ 3,500.00 $ 2,500.00 $ 2,500.00 $ 3,800.00 $ 3,800.00 Screening Process 12,000 Ton $ 4.00 $ 48,000.00 $ 8.00 $ 96,000.00 $ 4.25 $ 51,000.00 Crushing Mobilization Fee 1 Each $ 5,500.00 $ 5,500.00 $ 3,500.00 $ 3,500.00 $ 5,900.00 $ 5,900.00 Crushing Process (Caltrans Class II ABM) 5,000 Ton $ 6.15 $ 30,750.00 $ 10.50 $ 52,500.00 $ 6.25 $ 31,250.00 Hauling/Material Disposal (of excess material that
does not meet Class II ABM) 4,000 Ton $ 23,960.00 5.99 $ $ 32,000.00 8.00 $ $ 24,000.00 6.00 $ $ 111,710.00 $ 186,500.00 $ 115,950.00
$ - $ - $ -
$ 111,710.00 $ 186,500.00 $ 115,950.00
Ripon, CA Hilmar, CA Ceres, CA Suisun City, CA
California
Rock
Crushers DJ Rocha Inc.

K&D
Enterprises
Inc.

Rock Crushing
Solutions Inc.
$61.14/HR
Fringe Benefit Rate $33.50/HR
Labor Markup (Percent) -
Price Per Service $94.64/HR
$59.88/HR
$33.50/HR
0%
$93.38/HR
$38.45/HR $61.14/HR
$29.91/HR $33.50/HR
0% -
$68.36/HR $94.64/HR
Suisun City, CA
California Rock Crushers
Subtotal
Lowest Bidder
Non Responsive
Spoils Screening and Rock Crushing Services
DJ Rocha Inc. K&D Enterprises Inc. Rock Crushing Solutions Inc.

X
Direct Labor Rate
Total
Ripon, CA Hilmar, CA Ceres, CA
Payment of Prevailing Wages
X
Fringe Benefit Rate
Lowest Responsive and Responsible Bidder: Primary - California Rock Crushers and Secondary - K&D Enterprises Inc.

Direct Labor Rate
Labor
1% ePay Discount of Option A is selected
Labor Markup (Percent)
Fringe Benefit Rate
Direct Labor Rate
Skid Steer
Excavator
Non Responsive
IFB 2425-23
Norther California - Master
Price Per Service
Price Per Service
Price Per Service
Labor Markup (Percent)
Fringe Benefit Rate
Direct Labor Rate
Labor Markup (Percent)
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

June 3, 2025
Date: May 13, 2025
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Agreements for Hauling of Non-Hazardous Brine for Water Division CONTACT: Manuel Martinez, Water Division Manager, [email protected], 209-342-4592
DESCRIPTION:

Consider approving the Agreements for the Hauling of Non-Hazardous Brine with B & B Harvesting, Inc. dba Cal Valley Trucking, Modesto, CA, and Sun Valley Transport, Inc., Hughson, CA, for a total combined amount not to exceed $804,260 over five years. (Funding Source: Water Fund)
STRATEGIC PLAN ELEMENT:

The recommended action supports the 2020-2025 City of Modesto Strategic Plan Initiatives, Goal D: Provide safe, efficient, and reliable infrastructure through proactive community investment, maintenance, and sustainability efforts.

BACKGROUND:

The City of Modesto operates a water treatment facility in the community of Grayson. This treatment facility provides safe and reliable drinking water for the residents of the community. As part of the water treatment process, a waste brine is generated that needs to be disposed of on an as-needed basis. Modesto’s wastewater treatment permit does not allow the disposal of this brine waste at its facility. The removal of brine is imperative to keep the Grayson treatment facility operational.

The City currently contracts with Envirogen, Inc., to operate an ion exchange system that uses food grade salt (similar to a water softener) to backwash the ion exchange media and reduce high nitrate levels in the Grayson water system. The system must be flushed regularly, which creates a non-hazardous brine waste product. This waste is then hauled under contract to East Bay Municipal Utility District, an approved waste disposal facility located in Oakland, California.

On September 1, 2020, by Resolution No. 2020-345, Council approved the award of proposal for the hauling of non-hazardous brine services to Sun Valley Transport, Inc., for a total not to exceed $458,915 over five years.
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City Council Meeting, June 3, 2025
Agreements for Hauling of Non-Hazardous Brine for Water Division