Agenda packet — Finance Committee, October 27, 2025 (part 2 of 2)

An authorized agreement is necessary to provide efficient, effective and timely repairs, to utilize repair services and to provide the equipment necessary to support public services for the community. Establishing these new agreements will allow Fleet to obtain the parts required to maintain and repair vehicles and equipment in a timely manner, and the repair services will provide additional support for in-house mechanics, reducing downtime for equipment and staff.

DISCUSSION:

The vehicle maintenance and repair services provided by Public Works Fleet Division have increased noticeably with the quantity of trailers (including specialized trailers), medium and heavy-duty vehicles, including specialized engines. New fleet vehicles have also been added to the City’s inventory due to an increase of City programs funded through Measure H which required the purchase of new equipment. This, combined with aging equipment and industry price escalations for labor, parts and materials, has had a significant impact on budgets and vehicle availability.

The selected vendors are local and can provide transmission parts and services required to maintain, repair, rebuild), or exchange the impacted transmission. All three vendors have the knowledge, background and proven reliability in providing these services to the City of Modesto.

AG Transmission Repair and Mello Transmission Company, Inc. are the only two local vendors that are authorized Allison transmission repair shops.

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, exceptions to the formal bidding process are granted in MMC 8-3.204(d) "Where the Purchasing Manager, in her discretion, determines that a process other than the formal bid procedure set for in Section 8-3.203 will result in procurement for the City at the lowest possible cost commensurate with the desired quality." Here, the parts and service agreement with AG Transmission Repair, Valley Transmission and Mello Transmission Company, Inc. has been evaluated by Purchasing and determined to result in a procurement for the City at the lowest possible cost commensurate with the desired service and parts as required by Fleet Services Division to provide timely and adequate service for critical vehicles for the City. Therefore, staff recommends the parts and service of this Agreement to AG Transmission Repair, Valley Transmission and Mello Transmission Company, Inc. should be exempt from the formal bidding procedures in accordance with Modesto Municipal Code 8-3.204(d) since AG Transmission Repair, Valley Transmission and Mello Transmission Company, Inc. can provide transmission parts and services required to provide preventative maintenance, repair, rebuild (overhaul), or exchange of the impacted transmission.

FISCAL IMPACT:

Sufficient funds are budgeted in Fiscal Year (FY) 2025-26 to cover the cost for these agreements.

The primary funding source for these agreements will be funded by the Fleet Fund and secondary funding sources which include the outside service agreements such as fire service contracts and StanRTA. An increase is being recommended for the new agreements due to anticipated inflation increases as well as new fleet vehicles that will be added to the City’s inventory with the addition or increase of City programs funded through Measure H.

Below is a summary of the last five years of spending for the three vendors which includes both parts and services.
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Finance Committee, October 27, 2025
Transmission Parts and Repair Services

Page 3 of 3 ends

Year
AG
Transmission
Repair
Valley
Transmission
Mello
Transmission
Company, Inc
1 $5,198 $6,969 $23,378
2 $0 $95 $42,139
3 $2,898 $20,388 $94,606
4 $34,679 $18,212 $88,129
5 $0 $11,188 $52,986
Total $42,775 $56,852 $301,238
RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the Purchasing Agreements with AG Transmission Repair, Oakdale, CA, Valley Transmission, Modesto, CA and Mello Transmission Company, Inc., Modesto, CA for Transmission Parts and Repair Services for a two (2) year Agreement with three (3) one-year extension options, for an estimated annual amount of $150,000 and a combined total amount not to exceed $750,000 over five (5) years; and authorizing the Director of Finance to adjust agreement totals between vendors based on contractor’s availability and department’s needs.

Ensuring the combined total amount does not change and authorizing the Director of Finance or her designee to execute the Agreements and forwarding to Council for approval.

Approved by:

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

1. Service agreement-Mello Transmission

2. Exhibit B-Mello Transmission Price Schedule

3. Service agreement-AG Transmission

4. Exhibit B-AG Transmission-Price Schedule

5. Service agreement-Valley Transmission

6. Exhibit B-Valley Transmission-Price Schedule
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1 MELLO TRANSMISSION COMPANY, INC. ANNUAL AGREEMENT – FOR SERVICE AGREEMENT# 284825
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 Mello Transmission Company, Inc., a California Corporation, hereinafter called CONTRACTOR.

W I T N E S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2025-______ authorizing an agreement for the FLEET TRANSMISSION SERVICES to CONTRACTOR, attached hereto as Exhibit “A” and made a part hereof, and
WHEREAS, the CITY and CONTRACTOR shall enter into an agreement for Fleet Transmission Services as described attachment Price Schedule, attached hereto as Exhibit “B” and made a part hereof, and
NOW, THEREFORE, the parties hereto mutually agree as follows:

1.THE WORK:
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2 a. CONTRACTOR shall furnish all labor, materials, equipment, fuel, tools, licenses, 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 $75,000. The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $375,000. Unless the services provided are for a lump sum or flat fee, fees for work performed by CONTRACTOR on an hourly basis shall not exceed the amounts shown on Bid attached hereto as Exhibit B.

AGREEMENT PRICING
Listed in Exhibit B

2. CITY REPRESENTATIVE:

CITY Representative: Patrick Crowley, Fleet Manager, 209-342-2274 Purchasing Representative: Nani Hollingsworth, Assistant Buyer, 209-577-5296 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..
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3 3. CONTRACTOR CONTACT:

Paula Jaramillo
Mello Transmission
417 Winmoore Way, Ste A
Modesto, CA 95358
Phone# 209-537-2791
Email: [email protected]

4. 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: DECEMBER 10, 2025 through DECEMBER 09, 2026
Year 2: DECEMBER 10, 2026 through DECEMBER 09, 2027
Year 3: DECEMBER 10, 2027 through DECEMBER 09, 2028
Year 4: DECEMBER 10, 2028 through DECEMBER 09, 2029
Year 5: DECEMBER 10, 2029 through DECEMBER 09, 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.

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.
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4 The index used to determine price adjustments on diesel fuel shall come from the Energy Information Administration Website: HTTPS://WWW.EIA.GOV/PETROLEUM/GASDIESEL/, California data.

5. 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:
 This AGREEMENT number 284825
 CITY department/division name and address
 Billing period
 Service hours worked day and week
 Unit price, extended price, sales tax and total

6. 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 #4..
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5 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.

7. VENUE & GOVERNING LAW:

Venue for any dispute or claim arising or related to this AGREEMENT its performance, breach, or interpretation (including issues about its validity or enforceability), shall be exclusively in the Superior Court of Stanislaus County or the United States District Court for the Eastern District of California This AGREEMENT shall be deemed made in, governed by, performed in, and construed and enforced in accordance with the laws of the State of California, without giving effect to its conflicts of laws provisions or principles.

8. 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.

9. COMMENCEMENT AND COMPLETION OF THE WORK:

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

10. 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 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 #4..
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7 any CONTRACTOR or subcontractor include lost profits for portions of the SERVICES not completed or undertaken, including materials not delivered; d. Deliver or otherwise make available to the CITY all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the CONTRACTOR in performing the SERVICES whether completed or in process; e. Settle outstanding liabilities and claims, subject to the approval of CITY; f. Complete performance of such part of the SERVICES as has not been terminated; g. Take such other actions as may be necessary, or as may be directed by the CITY for the protection and preservation of the SERVICES and/or property related to the SERVICES; h. If CITY so requests, and at CITY's cost, CONTRACTOR shall provide sufficient oral or written status reports to make CITY reasonably aware of the status of CONTRACTOR’s work on the SERVICES.
i. CONTRACTOR understands and agrees that CITY may, in CITY’s sole discretion, refuse to pay CONTRACTOR for that portion of CONTRACTOR's SERVICES which were performed by CONTRACTOR on the project prior to the termination date and which remain unacceptable and/or not useful to CONTRACTOR as of the termination date.

CITY will pay CONTRACTOR for SERVICES actually completed prior to the receipt of the termination notice or otherwise completed in accordance with the notice of termination. The final 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:
j. The cost of settling and paying valid claims arising out of the termination of the SERVICES such as subcontractor agreements or contracts for materials; k. 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 #4..
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8 accordance with the notice of termination, reduced by any sums previously paid to the CONTRACTOR for such SERVICES.

11. 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.

12. 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.

13. 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 #4..
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9 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).

14. 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.

15. 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.

16. 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: Mello Transmission Company, Inc.

Paula Jaramillo, Office Manager
417 Winmoore Way, Ste A
Modesto, CA 95358
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10 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.

17. 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.

18. QUANTITIES:

No minimum or maximum is guaranteed or implied.

19. 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.

20. 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.

21. 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 #4..
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11 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 #4..
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12 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.

22. 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.

23. 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.

24. 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.

25. 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 #4..
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13 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.

26. 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.

27. 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.

28. 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.

29. HEADINGS NOT CONTROLLING:

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

30. MISCELLANEOUS:

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

31. 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 #4..
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14 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.

32. PARTIAL INVALIDITY:

If any provision in this AGREEMENT is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
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15 IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attested by its City Clerk under authority of Resolution No. 2025-_______, adopted by the Council of the City of Modesto on the ________ day of __________________, 2025 and Mello Transmission Company, Inc. has caused this Agreement to be duly executed. #4..
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1 Exhibit B
Price Schedule
Mello Transmission
Service Price Unit
Shop Rates $150.00 Per Hour
Computer Connection $60.00 Per Connection
Parts Discount n/a
Hazard Fee $30.00
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1 AG TRANSMISSION REPAIR INC ANNUAL AGREEMENT – SERVICE AGREEMENT# 285174 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 AG Transmission Repair Inc., a California Corporation, hereinafter called CONTRACTOR.

W I T N E S E T H:

1.THE WORK:
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2 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 $37,500. The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $187,500. Unless the services provided are for a lump sum or flat fee, fees for work performed by CONTRACTOR on an hourly basis shall not exceed the amounts shown on Bid attached hereto as Exhibit B.

AGREEMENT PRICING
Listed in Exhibit B

2. CITY REPRESENTATIVE:

Frank or Michelle Burke
AG Transmission Repair Inc.
1155 Post Rd
Oakdale, CA 95361
Phone# 209-848-3442
Email: [email protected]

4. 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.

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.
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4 The index used to determine price adjustments on diesel fuel shall come from the Energy Information Administration Website: HTTPS://WWW.EIA.GOV/PETROLEUM/GASDIESEL/, California data.

5. INSURANCE REQUIREMENTS:

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

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

6. PAYMENT:

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

Invoice to: City of Modesto
Attn: Accounts Payable
P.O. Box 642
Modesto, CA 95353
Email to: [email protected]
At a minimum, invoices shall state the following:
 This AGREEMENT number 285174
 CITY department/division name and address
 Billing period
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5  Service hours worked day and week
 Unit price, extended price, sales tax and total

7. INDEMNITY:

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

8. VENUE & GOVERNING LAW:

9. ATTORNEYS’ FEES:

If a party to this AGREEMENT brings any action, including an action for declaratory relief, to enforce or interpret the provision of this AGREEMENT, the prevailing party shall be entitled to reasonable #4..
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6 attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.

10. COMMENCEMENT AND COMPLETION OF THE WORK:

The work contemplated herein shall be commenced as immediately after the agreement administrator receives and has on file:
a. Resolution No.2025-_______;

11. TERMINATION OF SERVICES:

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:
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7 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 performed by #4..
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8 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:
j. The cost of settling and paying valid claims arising out of the termination of the SERVICES such as subcontractor agreements or contracts for materials; k. The AGREEMENT price allocable to the portion of the SERVICES properly performed or goods supplied to the work site by the CONTRACTOR as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the CONTRACTOR for such SERVICES.

12. COMPLIANCE WITH ALL LAWS:

13. FAILURE TO PERFORM SATISFACTORY WORK:

It is agreed and understood that if the CONTRACTOR fails to perform the SERVICES as specified herein, CITY's representative may:
#4..
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9 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.

14. ASSIGNMENT OF RIGHTS:

The CONTRACTOR offers and agrees, and will require all subcontractors and suppliers to agree, to assign to the CITY all rights, title, and interest in and to all causes of action it and they may have under Section 4 of the Clayton Act (15 United States code, Section 15) or under the Cartwright Act (Business and Professions Code, Section 16700 et seq.), arising from the acquisition of goods, services, or materials pursuant to this AGREEMENT or any allowed subcontract. The assignment made by CONTRACTOR and all assignments made by subcontractors and suppliers shall be made and become effective at the time the CITY makes final payment to The CONTRACTOR, without further acknowledgment by the parties (Government Code, Sections 4550-4554).

15. CITY PROCESS/PROCEDURE APPROVALS:

CITY approval of any process or procedure shall not relieve CONTRACTOR of its responsibility to furnish the required SERVICES meeting all specifications contained herein. #4..
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10 16. Contractor's Responsibility for Damages:

17. NOTICES:

CONTRACTOR: AG Transmission Repair Inc
Frank or Michelle Burke
1155 Post Road
Oakdale, CA 95361
CITY: City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

18. SIGNATORY(IES) FOR CONTRACTOR:

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

No minimum or maximum is guaranteed or implied.

20. FUNDING:

All annual extensions are based upon continuous funding for that purpose by the City Council.

Failure to fund any annual extension shall result in an immediate termination of the AGREEMENT without redress.

21. OTHER GOVERNMENT/PUBLICLY FUNDED AGENCIES:

22. NON-DISCRIMINATION:
a. During the performance of this AGREEMENT, CONTRACTOR and any allowed subcontractors shall not unlawfully discriminate against any employee or applicant for employment because of race, color, ancestry, religion, sex, national origin, marital status, age, medical condition (cancer related), physical handicap (including AIDS), sexual orientation, or any other basis prohibited by Federal or California law. Equal employment opportunity extends, but is not limited to recruitment, compensation, benefits, layoff, termination, and all other conditions of employment.

The CONTRACTOR and any allowed subcontractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination. The CONTRACTOR and any allowed subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et seq.) and the applicable regulations promulgated thereunder (California Administrative Code, Title 2, and Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission #4..
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12 implementing Government Code, Section 12900, set forth in Chapter 5 of Division 4 of Title 2 of the California Administrative Code are incorporated into this contract by reference and made a part hereof as if set forth in full.
b. The CONTRACTOR and any allowed subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.
c. The CONTRACTOR shall include the nondiscrimination and compliance provisions of this clause in any allowed subcontracts to perform SERVICES.
d. The CONTRACTOR shall permit access by representatives of the Department of Fair Employment and Housing and the CITY upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours’ notice, to such of its books, records, accounts, other sources of information and its facilities as said Department or CITY shall require to ascertain compliance with this AGREEMENT.
e. By executing this AGREEMENT, CONTRACTOR certifies that it shall follow and be in compliance with the Americans with Disabilities Act of 1990, the applicable administrative requirements promulgated in response thereto, and any other applicable Federal laws and regulations relating to handicap discrimination and participation and will continue to do so for at least the duration of the AGREEMENT and any extensions thereof.

23. CONTRACTOR LICENSES & PERMITS:

CONTRACTOR warrants and represents that it possesses and shall maintain all licenses and shall secure and maintain all necessary permits necessary to perform the SERVICES.

24. RECORDS:

All final versions of reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic #4..
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13 or any other form, that CONTRACTOR prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the CITY. CONTRACTOR hereby agrees to deliver those documents to the CITY upon termination of the AGREEMENT, and the CITY may use, reuse or otherwise dispose of the documents without CONTRACTOR’s permission. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this AGREEMENT are prepared specifically for the City and are not necessarily suitable for any future or other use.

25. FACILITIES AND EQUIPMENT:

26. INDEPENDENT CONTRACTOR; NOT AGENT:

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

27. DRUG FREE WORKPLACE:

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

29. WAIVER:

30. HEADINGS NOT CONTROLLING:

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

31. MISCELLANEOUS:

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

32. ENTIRE AGREEMENT:

This Agreement and its exhibits contain the entire understanding between CONTRACTOR and CITY. Additional or new terms contained in this AGREEMENT which vary from CONTRACTOR’S bid are controlling and are deemed accepted by CONTRACTOR by performance of any SERVICES or other commencement of performance hereunder. The terms and conditions of the IFB, attached hereto as Exhibit 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. #4..
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15 33. PARTIAL INVALIDITY:

If any provision in this AGREEMENT is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
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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 AG Transmission Repair Inc. has caused this Agreement to be duly executed. #4..
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1 Exhibit B
Price Schedule
AG Transmission Repair Inc
Service Price Unit
Shop Rates $170.00 Per Hour
Laptop Connection $0.00 Per Connection
Parts Discount 15%-20% From List
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1 VALLEY TRANSMISSION ANNUAL AGREEMENT – SERVICE AGREEMENT# 285286 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 Valley Transmission, a California Company, hereinafter called CONTRACTOR.

W I T N E S E T H:

1.THE WORK:
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2 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 $37,500. The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $187,500. Unless the services provided are for a lump sum or flat fee, fees for work performed by CONTRACTOR on an hourly basis shall not exceed the amounts shown on Bid attached hereto as Exhibit B.

AGREEMENT PRICING
Listed in Exhibit B

2. CITY REPRESENTATIVE:

Juan Dominguez
Valley Transmission
1312 10th St
Modesto, CA 95354-0723
Phone# 209-576-0925
Email: [email protected]

4. 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.

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.
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4 The index used to determine price adjustments on diesel fuel shall come from the Energy Information Administration Website: HTTPS://WWW.EIA.GOV/PETROLEUM/GASDIESEL/, California data.

5. INSURANCE REQUIREMENTS:

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

6. PAYMENT:

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

Invoice to: City of Modesto
Attn: Accounts Payable
P.O. Box 642
Modesto, CA 95353
Email to: [email protected]
At a minimum, invoices shall state the following:
 This AGREEMENT number 285286
 CITY department/division name and address
 Billing period
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5  Service hours worked day and week
 Unit price, extended price, sales tax and total

7. INDEMNITY:

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

8. VENUE & GOVERNING LAW:

9. ATTORNEYS’ FEES:

If a party to this AGREEMENT brings any action, including an action for declaratory relief, to enforce or interpret the provision of this AGREEMENT, the prevailing party shall be entitled to reasonable #4..
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6 attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.

10. COMMENCEMENT AND COMPLETION OF THE WORK:

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

11. TERMINATION OF SERVICES:

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:
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7 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 performed by #4..
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8 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:
j. The cost of settling and paying valid claims arising out of the termination of the SERVICES such as subcontractor agreements or contracts for materials; k. The AGREEMENT price allocable to the portion of the SERVICES properly performed or goods supplied to the work site by the CONTRACTOR as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the CONTRACTOR for such SERVICES.

12. COMPLIANCE WITH ALL LAWS:

13. FAILURE TO PERFORM SATISFACTORY WORK:

It is agreed and understood that if the CONTRACTOR fails to perform the SERVICES as specified herein, CITY's representative may:
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9 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.

14. ASSIGNMENT OF RIGHTS:

The CONTRACTOR offers and agrees, and will require all subcontractors and suppliers to agree, to assign to the CITY all rights, title, and interest in and to all causes of action it and they may have under Section 4 of the Clayton Act (15 United States code, Section 15) or under the Cartwright Act (Business and Professions Code, Section 16700 et seq.), arising from the acquisition of goods, services, or materials pursuant to this AGREEMENT or any allowed subcontract. The assignment made by CONTRACTOR and all assignments made by subcontractors and suppliers shall be made and become effective at the time the CITY makes final payment to The CONTRACTOR, without further acknowledgment by the parties (Government Code, Sections 4550-4554).

15. CITY PROCESS/PROCEDURE APPROVALS:

CITY approval of any process or procedure shall not relieve CONTRACTOR of its responsibility to furnish the required SERVICES meeting all specifications contained herein. #4..
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10 16. Contractor's Responsibility for Damages:

17. NOTICES:

CONTRACTOR: Valley Transmission
Juan Dominguez
1312 10th St
Modesto, CA 95354-0723
CITY: City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

18. SIGNATORY(IES) FOR CONTRACTOR:

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

No minimum or maximum is guaranteed or implied.

20. FUNDING:

All annual extensions are based upon continuous funding for that purpose by the City Council.

Failure to fund any annual extension shall result in an immediate termination of the AGREEMENT without redress.

21. OTHER GOVERNMENT/PUBLICLY FUNDED AGENCIES:

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 #4..
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12 implementing Government Code, Section 12900, set forth in Chapter 5 of Division 4 of Title 2 of the California Administrative Code are incorporated into this contract by reference and made a part hereof as if set forth in full.
b. The CONTRACTOR and any allowed subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.
c. The CONTRACTOR shall include the nondiscrimination and compliance provisions of this clause in any allowed subcontracts to perform SERVICES.
d. The CONTRACTOR shall permit access by representatives of the Department of Fair Employment and Housing and the CITY upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours’ notice, to such of its books, records, accounts, other sources of information and its facilities as said Department or CITY shall require to ascertain compliance with this AGREEMENT.
e. By executing this AGREEMENT, CONTRACTOR certifies that it shall follow and be in compliance with the Americans with Disabilities Act of 1990, the applicable administrative requirements promulgated in response thereto, and any other applicable Federal laws and regulations relating to handicap discrimination and participation and will continue to do so for at least the duration of the AGREEMENT and any extensions thereof.

23. CONTRACTOR LICENSES & PERMITS:

CONTRACTOR warrants and represents that it possesses and shall maintain all licenses and shall secure and maintain all necessary permits necessary to perform the SERVICES.

24. RECORDS:

All final versions of reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic #4..
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13 or any other form, that CONTRACTOR prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the CITY. CONTRACTOR hereby agrees to deliver those documents to the CITY upon termination of the AGREEMENT, and the CITY may use, reuse or otherwise dispose of the documents without CONTRACTOR’s permission. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this AGREEMENT are prepared specifically for the City and are not necessarily suitable for any future or other use.

25. FACILITIES AND EQUIPMENT:

26. INDEPENDENT CONTRACTOR; NOT AGENT:

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

27. DRUG FREE WORKPLACE:

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

29. WAIVER:

30. HEADINGS NOT CONTROLLING:

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

31. MISCELLANEOUS:

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

32. ENTIRE AGREEMENT:

This Agreement and its exhibits contain the entire understanding between CONTRACTOR and CITY. Additional or new terms contained in this AGREEMENT which vary from CONTRACTOR’S bid are controlling and are deemed accepted by CONTRACTOR by performance of any SERVICES or other commencement of performance hereunder. The terms and conditions of the IFB, attached hereto as Exhibit 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. #4..
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15 33. PARTIAL INVALIDITY:

CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

October 27, 2025
Date: September 30, 2025
TO: Finance Committee
Rosa Escutia-Braaton, Chair
David Wright, Vice Chair
Nick Bavaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Agreement with Badger Meter for BEACON AMA SaaS for Software, Meter Reading and Associated Hardware
CONTACT: Manuel Martinez, Water Division Manager, [email protected], 209-342-4592
DESCRIPTION:

Consider an Agreement with Badger Meter, Sacramento, CA for BEACON AMA Software as a Service (SaaS), meter reads and associated hardware for a total amount not to exceed $398,194 and forwarding to Council for approval. (Funding Source: Water Fund) STRATEGIC PLAN ELEMENT:

This item supports the City of Modesto 2025-2026 Strategic Plan Initiatives, Goal D: Provide safe, efficient, and reliable infrastructure through proactive community investment, maintenance, and sustainability efforts.

BACKGROUND:

In 2006 State Assembly Bill 25721 required urban water suppliers to install water meters on all service connections by the year 2025. The City has contracted with Badger Meter since 2006 for the provision of residential meters, industrial meters, and automated reading equipment.

On June 7, 2016, by Resolution No. 2016-235, Council authorized the Sole Brand purchase of Badger Meter water meters, automated meter readers, and related parts to Badger Meter, Inc. (formerly National Meter and Automation, Inc.) for an amount not to exceed $3,646,665 over five years.
1 More information regarding AB2572 can be found here:

Https://leginfo.legislature.ca.gov/faces/billNavClient.xhtml?bill_id=200320040AB2572 #5..
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Agreement with Badger Meter for BEACON AMA SaaS, Software, Meter Reading and Associated Hardware

Page 2 of 4 ends

On January 23, 2018, by Resolution No. 2018-44, Council amended the agreement for the purchase of additional water meters and parts for a new total amount not to exceed $4,100,327 over five years.

On December 8, 2020, by Resolution No. 2020-528 Council authorized a sole source purchase of BEACON AMA SaaS software and associated hardware to Badger Meter for a two-year agreement (AA# 191196) with three one-year extension options for an annual cost of $63,200 and a total cost not to exceed $289,680 over five years.

On March 8, 2023, the Purchasing Division authorized First Amendment to the Original Agreement for contract year 3 (December 8, 2022 – December 7, 2023). This amendment included adding Orion cellular service and rates, updated pricing table and removing Mobile Data Collection Kits and Trimble Ranger 7 handheld devices.

On December 14, 2023, the Purchasing Division authorized a Second Amendment to extend the agreement for Contract Year 4 (December 8, 2023 – December 7, 2024).

On January 6, 2025, the Purchasing Division authorized a Third Amendment to extend the agreement for Contract Year 5 (December 8, 2024 – December 7, 2025).

The current agreement with Badger Meter, Agreement #191196 expires on December 7, 2025.

DISCUSSION:

On July 1, 2025, the City Manager authorized the Utilities Department to solicit the procurement of BEACON AMA SaaS, meter reads and associated hardware. Per the requirements of Assembly Bill 2572, the City has fully integrated its metering infrastructure on all residential and commercial service connections, including the outlying areas of Del Rio, Empire, Grayson, Salida and Turlock. The BEACON AMA SaaS software suite is cloud-based software used by staff to collect mobile meter reads and to extract water usage data from installed Badger Meters.

This software is fully integrated with the City’s utility billing system and is essential for maintaining operational efficiency across the Utilities Department (Water Division), the Finance Department (Revenue Collection and Compliance Division) and the communities served by the City.

Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment, or contractual services to follow formal bid procedures. However, MMC 8-3.204(b) provides that a purchase may be exempted from the City’s formal bidding requirement where the Purchasing Agency’s requirements can be met solely by a single article or process. A new agreement with Badger Meter, Sacramento, CA for BEACON AMA SaaS will ensure continued operational efficiencies, customer transparency, data driven decision making and expansion capabilities for future growth as it is currently integrated with other City systems. Therefore, staff recommends the BEACON AMA SaaS, meter reads and associated hardware of the Agreement to Badger Meter, Inc. should be exempt from the formal bidding procedure in accordance with Modesto Municipal Code 8-3.204(b) since Badger Meter, Inc. is the Sole Provider of BEACON AMA SaaS. #5..
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Agreement with Badger Meter for BEACON AMA SaaS, Software, Meter Reading and Associated Hardware

Page 3 of 4 ends

FISCAL IMPACT:

The anticipated cost of $398,194 will be absorbed within the current Utilities Department, Water Fund: 4100-45055 and 4100-45060. Funds have been budgeted in the current operating budget for Fiscal Year 2025-26.

The proposed agreement includes an overall price increase of 44% which includes expanding cellular endpoints from 1,000 up to 2,500 for outlying systems and an annual price increase in contract years three (3) through five (5) for meter reads, annual licensing and login fees for software, any associated hardware.

Current Expenditures:

Five (5) year spend Expenditures
CY 1: 12.08.20 - 12.07.21 $ 48,423
CY 2: 12.08.21 - 12.07.22 $ 70,435
CY 3: 12.08.22 - 12.07.23 $ 48,620
CY 4: 12.08.23 - 12.07.24 $ 39,237
CY 5: 12.08.24 - 12.07.25 $ 16,318
Total (year to date) $223,033
Anticipated Expenditures:

Contract Year (CY) CY Totals
Contract Year 1 $ 67,682
Contract Year 2 $ 67,682
Contract Year 3 $ 77,644
Contract Year 4 $ 87,609
Contract Year 5 $ 97,577
New Agreement Request $ 398,194
RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the Sole Source Agreement with Badger Meter, Sacramento, CA for BEACON AMA Software as a Service (SAAS), meter reads and associated hardware for a twoyear Agreement with three one-year extension options and a total amount not to exceed $398,194 over five years; and forwarding to Council for approval. #5..
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Agreement with Badger Meter for BEACON AMA SaaS, Software, Meter Reading and Associated Hardware

Page 4 of 4 ends

Approved by:

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

1. Original Agreement with Badger Meter for BEACON AMA SaaS

2. Exhibit A Badger Meter (Quote)

3. Exhibit B Badger Meter General Agreement

4. Exhibit C Badger Meter Pricing Terms and Conditions

5. Financial Interest Disclosure Badger Meter

6. CA Levine Act Disclosure Badger Meter

7. Fully Executed Bid Waiver and Sole Source Badger Meter

8. Fully Executed Bid-ATP Badger Meter
#5..
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1 ANNUAL AGREEMENT NO 309224

FOR PURCHASE OF BEACON SOFTWARE AS A SERVICE
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 Badger Meter, Inc., a Wisconsin Corporation, hereinafter called CONTRACTOR.

W I T N E S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2025-______ authorizing the Award of Bid and agreement for the Purchase of Beacon Software to CONTRACTOR, attached hereto as Exhibit “A” and made a part hereof, andWHEREAS, the CONTRACTOR is the sole source provider for Beacon Software, and,
WHEREAS, the CITY and CONTRACTOR shall enter into a sole source agreement for the purchase of SERVICES as described in Quotation No. 3776384, attached hereto as Exhibit “B” and made a part hereof (the “Services”).

NOW, THEREFORE, the parties hereto mutually agree as follows:
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2 1. THE SERVICES:
a. CONTRACTOR shall furnish the Services as specified in Exhibit “B”, and in strict accordance with the conditions of the complete AGREEMENT.
b. CONTRACTOR shall maintain proper insurance with the CITY for the duration of the AGREEMENT.
c. CONTRACTOR shall maintain a CITY business license for the duration of the AGREEMENT. d. CONTRACTOR shall furnish said services at the following AGREEMENT rates for an estimated annual amount $67,682. The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $398,194.

2. CITY REPRESENTATIVE:

CITY Representative is: Kenny Thornsberry, Utilities Services Supervisor, 209-342-4575 Purchasing Representative: Armando Fabro, Buyer, 209-577-5420 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, and executed by both parties.

3. CONTRACTOR CONTACT:

Dan Gilliam, Municipal Account Manager, [email protected] Badger Meter Proposals, [email protected]

4. TERM OF AGREEMENT:

The term of the AGREEMENT shall be for a period of two (2) years, with three (3) one-year extension options as mutually agreed to in writing between the parties (each, an “Extension Year”, for a total of up to five (5) years.

Year 1: December 8, 2025 through December 7, 2026
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3 Year 2: December 8, 2026 through December 7, 2027
Year 3 (Extension Year): December 8, 2027 through December 7, 2028 Year 4 (Extension Year): December 8, 2028 through December 7, 2029 Year 5 (Extension Year): December 8, 2029 through December 7, 2030 Pricing as set forth in Exhibit B shall remain firm for Year 1 and Year 2 of the AGREEMENT.

Price increases for any subsequent Extension Year following the second year shall be in accordance with the pricing stated for each associated year as stated in Exhibit A. The pricing for each Extension Year shall be effective for the period stated in the table.

5. 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 (30) days of the date of the invoice. The CITY is exempt from payment of Federal Excise Tax, and all invoices shall be exclusive of such excise tax.

Invoice to: City of Modesto
Attn: Accounts Payable
P.O. Box 642
Modesto, CA 95353
Email to: [email protected]
At a minimum, invoices shall state the following:
 This AGREEMENT number
 CITY department/division name and address
 Billing period
 Unit price
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4 6. 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.

7. VENUE & GOVERNING LAW:

8. ATTORNEYS’ FEES:

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

Termination by City for Convenience: The City may also terminate this AGREEMENT the Contractor's performance under the Agreement, either in whole or in part, at its own discretion and without cause upon thirty (30) days prior written notice.

Post-Termination Procedure
Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the CONTRACTOR shall cease the provision of the Services as directed in the notice of termination as of the termination date.

10. 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. COMPLIANCE WITH ALL LAWS:

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).

12. 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.

13. NOTICES:

CONTRACTOR: Badger Meter, Inc.

P.O. Box 245036
4545 West Brown Deer Road
Milwaukee, WI 53223
Attn: Legal Department
CITY: City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
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7 Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

14. 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.

15. QUANTITIES:

No minimum or maximum is guaranteed or implied.

16. 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.

17. OTHER GOVERNMENT/PUBLICLY FUNDED AGENCIES:

18. 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 #5..
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8 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 #5..
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9 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.

19. RECORDS:

20. 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.

21. DRUG FREE WORKPLACE:

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.

23. WAIVER:

24. HEADINGS NOT CONTROLLING:

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

25. MISCELLANEOUS:

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

26. ENTIRE AGREEMENT:

In addition, terms and conditions related to BEACON AMA Mobile and Fixed Network are also attached hereto as Exhibit C and are incorporated herein. 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 #5..
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11 provisions of this AGREEMENT shall be considered valid unless specifically agreed to in writing by the parties.

27. PARTIAL INVALIDITY:

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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13 Exhibit B:

Quotation No. 3776384
See attached.
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14 Exhibit C:

Badger Meter BEACON AMA Managed Solution General Agreement See attached.
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15 Exhibit D:

BEACON SaaS Mobile and Fixed Network Pricing Terms and Conditions See attached.
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16 #5..
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Badger Meter Inc.
4545 W Brown Deer Road Milwaukee WI 53223
PO Box 245036 Milwaukee WI 53224-9536
To Customer ID 00042134

CITY OF MODESTO

ATTN ACCTS PAYABLE
P O BOX 642

MODESTO
California , 953530642
Revised Date:

Pricing Effective Dates: 12-07-2025 - 12-07-2026
Salesperson Proposal Subject Shipping Terms / INCO Terms Payment Terms 007435 DAN GILLIAM BEACON SERVICES AND

ASSOCIATED HARDWARE

PREPAY/NO CHARGE

FCA FACTORY
NET 30 DAYS
Description Qty Unit Net Price
USD
Line Totals
USD
BMI Part No.: 68886-301
Customer Part: Year 1 (12/25-12/26)
Description:

BEACON MBL HOSTING SERV UNIT
1 0.040 0.04
BMI Part No.: 68886-301
Customer Part: Year 2 (12/26-12/27)
Description:

BEACON MBL HOSTING SERV UNIT
1 0.040 0.04
BMI Part No.: 68886-301
Customer Part: Year 3 (12/27-12/28)
Description:

BEACON MBL HOSTING SERV UNIT
1 0.050 0.05
BMI Part No.: 68886-301
Customer Part: Year 4 (12/28-12/29)
Description:

BEACON MBL HOSTING SERV UNIT
1 0.060 0.06
BMI Part No.: 68886-301
Customer Part: Year 5 (12/29-12/30)
Description:

BEACON MBL HOSTING SERV UNIT
1 0.070 0.07
BMI Part No.: 68886-104
Customer Part: Year 1 (12/25-12/26)
Description:

ORION CELLULAR LTE SERV UNIT
1 0.680 0.68
BMI Part No.: 68886-104
Customer Part: Year 2 (12/26-12/27)
Description:

ORION CELLULAR LTE SERV UNIT
1 0.680 0.68
BMI Part No.: 68886-104
Customer Part: Year 3 (12/27-12/28)
1 0.690 0.69
Domestic Quotation
Quotation No. 3776384
Thank you for your business!
Estimated ship dates subject to change based upon component availability, as a result of global supply chain constraints, or credit review.

This acknowledgment is made subject to the terms & conditions found on our web-site: https://www.badgermeter.com/terms-and-conditions.

Terms and conditions related to service units, training, and professional services can be found here: https://badgermeter.com/service-units-terms-and-conditions

Page 1 of 3 ends

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Description Qty Unit Net Price
USD
Line Totals
USD
Description:

ORION CELLULAR LTE SERV UNIT
BMI Part No.: 68886-104
Customer Part: Year 4 (12/28-12/29)
Description:

ORION CELLULAR LTE SERV UNIT
1 0.700 0.70
BMI Part No.: 68886-104
Customer Part: Year 5 (12/29-12/30)
Description:

ORION CELLULAR LTE SERV UNIT
1 0.710 0.71
BMI Part No.: 68886-502
Customer Part: Year 1 (12/25-12/26)
Description:

USER LOGIN ANNUAL LICENSE SERVICE UNITS
1 32.000 32.00
BMI Part No.: 68886-502
Customer Part: Year 2 (12/26-12/27)
Description:

USER LOGIN ANNUAL LICENSE SERVICE UNITS
1 32.000 32.00
BMI Part No.: 68886-502
Customer Part: Year 3 (12/27-12/28)
Description:

USER LOGIN ANNUAL LICENSE SERVICE UNITS
1 32.000 32.00
BMI Part No.: 68886-502
Customer Part: Year 4 (12/28-12/29)
Description:

USER LOGIN ANNUAL LICENSE SERVICE UNITS
1 32.000 32.00
BMI Part No.: 68886-502
Customer Part: Year 5 (12/29-12/30)
Description:

USER LOGIN ANNUAL LICENSE SERVICE UNITS
1 32.000 32.00
BMI Part No.: 68886-501
Customer Part: Year 1 (12/25-12/26)
Description:

MOBILE READ MODULE SERVICE UNITS
1 103.500 103.50
BMI Part No.: 68886-501
Customer Part: Year 2 (12/26-12/27)
Description:

MOBILE READ MODULE SERVICE UNITS
1 103.500 103.50
BMI Part No.: 68886-501
Customer Part: Year 3 (12/27-12/28)
Description:

MOBILE READ MODULE SERVICE UNITS
1 108.650 108.65
1 114.050 114.05
Domestic Quotation
Quotation No. 3776384
Thank you for your business!
Estimated ship dates subject to change based upon component availability, as a result of global supply chain constraints, or credit review.

This acknowledgment is made subject to the terms & conditions found on our web-site: https://www.badgermeter.com/terms-and-conditions.

Terms and conditions related to service units, training, and professional services can be found here: https://badgermeter.com/service-units-terms-and-conditions

Page 2 of 3 ends

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- 363 -
Description Qty Unit Net Price
USD
Line Totals
USD
BMI Part No.: 68886-501
Customer Part: Year 4 (12/28-12/29)
Description:

MOBILE READ MODULE SERVICE UNITS
BMI Part No.: 68886-501
Customer Part: Year 5 (12/29-12/30)
Description:

MOBILE READ MODULE SERVICE UNITS
1 119.750 119.75
Notes and Assumptions
If applicable, sales tax and freight, if included on the proposal, is an estimate and will be recalculated based on rates and tax status in effect at the time of invoicing.

To expedite the order entry process, please ensure the following is noted on your purchase order: billing address, shipping address, purchase order number, quantity, price, payment terms, quotation number, and the vendor is listed as Badger Meter, Inc.

Please send all purchase orders to the contact that prepared this quotation for you.

Actual lead time to be provided at time of order.

Badger Meter provides certification files to help manage meter and endpoint inventory and to maintain meter accuracy data. The standard method of delivery for this format is via electronic mail. Any deviations from our standard format, or any custom file formats, will be considered on a time and material basis.

Due to continuous improvements and redesign of Badger Meter products and technology solutions, Badger Meter reserves the right to provide our newest product solutions as an alternative to the proposed products provided they are in conformance with the requirements of the specifications and do not exceed the prices quoted.

Domestic Quotation
Quotation No. 3776384
Thank you for your business!
Estimated ship dates subject to change based upon component availability, as a result of global supply chain constraints, or credit review.

This acknowledgment is made subject to the terms & conditions found on our web-site: https://www.badgermeter.com/terms-and-conditions.

Terms and conditions related to service units, training, and professional services can be found here: https://badgermeter.com/service-units-terms-and-conditions

Page 3 of 3 ends

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Badger Meter: BEACON Advanced Metering Analytics

NEGOTIATED BADGER METER BEACON AMA MANAGED SOLUTION GENERAL

AGREEMENT
("General Agreement")

1. NOTICE TO CUSTOMER: THE PORTAL WHICH YOU ("Customer") ARE ATTEMPTING TO ACCESS IS THE PROPERTY OF BADGER METER, INC. ("Badger Meter"). PRIOR TO ACCESSING THE PORTAL, YOU MUST REVIEW AND AGREE TO COMPLY WITH THE TERMS OF THIS GENERAL AGREEMENT. BY CLICKING "I ACCEPT," YOU ARE YOU ARE REPRESENTING TO BADGER METER THAT YOU HAVE BEEN AUTHORIZED

TO ENTER INTO THIS AGREEMENT ON BEHALF OF CUSTOMER, THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS OF THIS GENERAL AGREEMENT. BY CLICKING "I ACCEPT", YOU ARE ENTERING INTO A LEGALLY BINDING CONTRACT WITH BADGER METER ("ACCEPTANCE") ON BEHALF OF THE CUSTOMER.WE RECOMMEND THAT YOU PRINT AND RETAIN A COPY OF THIS AGREEMENT FOR YOUR RECORDS. This General Agreement is entered into by and between Badger Meter, Inc., a Wisconsin corporation with offices located at 4545 W. Brown Deer Road, Milwaukee, Wisconsin 53223 and Customer.

2. EFFECTIVE DATE. This General Agreement is effective upon Customer's Acceptance of the terms of this General Agreement (the "Effective Date").

3. ACCESS AND USE OF SERVICE. Badger Meter has developed a hosted, on-demand, software service for the BEACON AMA Managed Solution ("Service") via a website ("Portal") which is accessible to its Customers and their end users ("Consumers") to view metering and water usage service information. Upon Badger Meter's Acceptance of the terms of this Starter Agreement, Badger Meter grants to Customer the right to remotely access and use the Service from the Portal for Customer's internal business use and for the benefit of Consumers during the Term. Except for the rights to access and use the Portal and the Service granted to Customer and its Consumers during the Term as defined below, Badger Meter retains all other intellectual property rights related to the Portal and the Service.

4. TERM.

1. For Starter Program Customers

1. Starter Term. The term of this Agreement begins on the Effective Date and continues for a period of four (4) months ("Starter Term") unless earlier terminated in accordance with Section (12) of the Agreement.

2. Master Agreement. If Customer executes the Badger Meter BEACON AMA Managed Solution Master Agreement ("Master Agreement") on or before the expiration of the Starter Term, Customer may continue to utilize the Portal and the Service, pursuant to the Terms of the Master Agreement.

3. If Customer chooses not to execute the Master Agreement on or before the expiration date of the Starter Term, Customer will be invoiced a subscription fee for the Service. If Customer chooses to not pay the subscription fee, Customer and its Consumers will no longer have the right to access or use the Portal or the Service and their access to the Customer Data will be terminated.

2. For Legacy/Non-Utility Deployment Customers

1. Term. The term of this Agreement ("Term") begins on the Effective Date and continues unless earlier terminated in accordance with Section (12) of the Agreement.

2. Master Agreement. If Customer executes the Badger Meter BEACON AMA Managed Solution Master Agreement ("Master Agreement") during the Legacy/Non-Utility Deployment Term, Customer may continue to utilize the Portal and the Service, pursuant to the Terms of the Master Agreement.
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3. If Customer chooses to not pay subscription fee, Customer and its Consumers will no longer have the right to access or use the Portal or the Service and their access to the Customer Data will be terminated.

5. RESTRICTIONS ON RIGHT TO USE THE SERVICE. Customer agrees that neither Customer, its employees and contractors ("Authorized Users") nor those water end users whom Customer has approved as an end-user of the Portal and Service by Customer ("Consumers") will perform any of the following actions when accessing the Portal or utilizing the Service:

1. Sell, license, sublicense, or otherwise permit access by unauthorized third parties to the Portal or the Service.

2. Remove patent, copyright, trademark or other intellectual property markings on the Portal or Service.

3. Copy, disassemble, reverse engineer, or otherwise modify the Portal or Service.

4. Use the Portal or Service in a manner that violates any international, federal, state or local law, rule or regulation.

6. CUSTOMER DATA. Any information provided to Badger Meter by Customer or its Consumers in accessing or using the Portal or the Service, including but not limited to any personally identifiable information ("Customer Content") shall remain the property of Customer. Customer grants Badger Meter the right to host, access, store and use such Customer Content and to provide, maintain and enhance the Portal and the Service. Customer shall remain responsible for complying with all applicable data privacy and security laws related to the Customer Content and represents to Badger Meter that it has obtained consent from the Authorized Consumers to transmit the Customer Content to Badger Meter and to allow Badger Meter to host, access store and use and allow access to the Customer Content.

7. CUSTOMER'S REPRESENTATIONS AND WARRANTIES. Customer represents and warrants to Badger Meter that Customer:

1. Has the right and authority to enter into this Agreement and to meet its legal obligations under this Agreement.

2. Will comply with all applicable international, federal, state and local laws rules and regulations ("Law") related to the performance of its obligations under this Agreement and the use of the Services and will ensure that neither Customer, its employees or agents or the Consumers will access the Portal or the Service in any manner that violates any applicable Law.

3. Will not resell, license, sublicense, assign, transfer or distribute to third parties, access to the Portal or Service.

4. Will not alter, reverse engineer, disassemble, or otherwise modify the Portal, or the Service, or make any derivative work based in whole or in part on the Portal or the Service.

5. Will require that the Consumers comply with Badger Meter's End User Terms and Conditions for use of the Portal and Service as it may be updated from time to time.

8. AS-IS-SERVICE. BADGER METER PROVIDES THE PORTAL AND THE SERVICE TO CUSTOMER AND CONSUMERS ON AS-IS-BASIS. BADGER METER EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES WITH REGARD TO THE PORTAL AND THE SERVICE, INCLUDING, BUT NOT LIMITED TO, (1)

WARRANTIES CONCERNING THE RELIABILITY, QUALITY, SECURITY, CONDITION, DESIGN, SUITABILITY, INTER-OPERABILITY, AVAILABILITY OR COMPLETENESS OF THE PORTAL OR SERVICE; (2) THE IMPLIED

WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE; OR (3) IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR FROM INDUSTRY PRACTICE.

9. LIMITATION OF LIABILITY. CAP ON DAMAGES

1. LIMITATIONS OF LIABILITY: IN NO EVENT SHALL BADGER METER BE LIABLE TO CUSTOMER, ITS

EMPLOYEES, AGENTS OR CONSUMERS OR ANY THIRD PARTY FOR ANY CLAIMS, DEMANDS,

ACTIONS, DAMAGES, LOSSES, JUDGMENTS, SETTLEMENTS, COSTS OR EXPENSES, (INCLUDING,

BUT NOT LIMITED TO, ATTORNEYS' FEES AND LITIGATION EXPENSES) RELATED TO THE

PORTAL, THE SERVICE, THE CUSTOMER DATA OR THE SUBJECT MATTER OF THIS AGREEMENT ("CLAIM"). IN NO EVENT SHALL BADGER METER BE LIABLE TO CUSTOMER OR ANY THIRD

PARTY FOR (A) ANY CLAIM FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF; (B) ANY CLAIM

RESULTING FROM LOSS OF DATA, BREACH OF CONFIDENTIALITY, LOST REVENUE OR LOST PROFITS; OR (C) ANY OTHER CLAIM ARISING IN CONTRACT, TORT, OR OTHERWISE. ANY CLAIM AGAINST BADGER METER MUST BE BROUGHT NO MORE THAN THREE (3) MONTHS FROM THE DATE THE CLAIM AROSE.
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2. CAP ON DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS

AGREEMENT, BADGER METER'S TOTAL LIABILITY TO CUSTOMER, CONSUMERS OR ANY THIRD

PARTY AGAINST BADGER METER ARISING FROM OR RELATED TO THE PORTAL, THE SERVICE,

THE CUSTOMER DATA OR THE SUBJECT MATTER OF THIS GENERAL AGREEMENT MAY NOT EXCEED THE AMOUNT OF THE CONTRACT.

10. CONFIDENTIALITY.

1. Protection of Confidential Information. The parties agree that any nonpublic information shared between the parties in connection with their performance under this Agreement shall be deemed to be confidential and proprietary, including but not limited to the Customer Content ("Confidential Information"). Each party agrees to hold the other party's Confidential Information in strict confidence and will not copy, reproduce, give, sell, assign, license, market, transfer or otherwise dispose of the Confidential Information to third parties or use the Confidential Information for any purposes whatsoever other than as contemplated by this Agreement, without the other party's prior written consent.

2. Return/Destruction. Within ten (10) days after receiving a request from the Disclosing Party, the Receiving Party agrees to either return to the Disclosing Party tangible and intangible originals and copies of any Confidential Information, as well as any materials developed using the Confidential Information, or destroy the Confidential Information
Traffic Information. All de-identified data generated or collected by Badger Meter through operation of the Portal and the Service is referred to as the "Traffic Data." All Traffic Data shall be the Confidential Information of and owned exclusively by Badger Meter.

3. Third Party Requests for Confidential Information. Neither party may disclose the other party's Confidential Information except as permitted under this Agreement or as otherwise required by law. If a party receives a request for access to the other party's Confidential Information, that party agrees to inform the disclosing party in writing within three (3) business days of receipt of the request unless prohibited by law.

4. Exclusions from Confidential Information. Confidential Information of a party shall not include information which: (i) is in or becomes part of the public domain through no fault of the receiving party; (ii) the receiving party can prove was known to it prior to its receipt from the disclosing party; (iii) is independently developed by the receiving party outside of this Agreement without the use of the disclosing party's information; or (iv) is obtained by the receiving party from a third party which had no obligation of confidentiality to the disclosing party.

5. Equitable Relief. The parties agree that in the event of a breach of this Section 10, money damages may be inadequate. Either party may seek injunctive, declaratory or other equitable relief to prevent a breach of this Section 10.

11. Customer's Indemnification Obligations. Customer agrees to defend, indemnify, and hold harmless Badger Meter as well as its suppliers, affiliates, officers, employees, agents, representatives and customers (the "Badger Meter Parties"), against any Claim related to the access to or use of the Portal or the Service, the Customer Data or the subject matter of this Agreement. Upon receipt of a Claim, Badger Meter will provide prompt written notice to Customer of the Claim for which the Badger Meter Parties seek indemnification. The notice will include a description of the Claim with reasonable detail of the facts giving rise to the Claim. Upon receipt of notice of a Claim, Customer shall be obligated, to assume and control the defense of such Claim at its own expense. Badger Meter may retain its own counsel to cooperate in defending the Claim, at its own expense. The Badger Meter Parties agree to cooperate with Customer in defending the Claim and in making available to Customer all witnesses, records, materials and information in Badger Meter's possession or control to assist in the defense of the Claim as is reasonably requested by Customer. Customer may not settle or compromise any Claim or consent to the entry of any judgment against the Badger Meter Parties unless Badger Meter provides prior written consent and the Badger Meter Parties are given an unconditional written release from all parties with respect to the Claim. In the event Customer fails to defend, indemnify, and hold the Badger Meter Parties harmless, after notice of a request for indemnification, Badger Meter shall be entitled to assume the defense and seek reimbursement from Customer for all Claims.

12. TERMINATION.

1. Badger Meter will have the right to terminate this Agreement prior to the expiration of the Term upon (i) a material breach after providing ten (10) days written notice to Customer and an opportunity to cure; (ii) a violation of Customer's representations and warranties; or (iii) upon an assignment for the benefit of creditors, the appointment of a receiver for its business or assets, or avails itself of, or becomes subject to, any proceeding under any statute of any province, state or country relating to #5..
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insolvency or for the protection of creditor rights or if Customer becomes insolvent or technically bankrupt.

2. Badger Meter will have the right to terminate this Agreement under the Legacy/Non-Utility Program Term upon non-payment of subscription fee by Customer for the Service.

3. Badger Meter will have the right to terminate this Agreement after the expiration of the Starter Term upon non-payment of subscription fee by Customer for the Service.

4. Upon termination of this Agreement, (i) Badger Meter may cease providing access to the Portal and the Service to Customer and its Authorized Users; (ii) Customer and its End Users will have no further right to use the Portal or the Service; (iii) will immediately cease using the Portal and the Service, and will receive no further Services; (iv) the parties will deliver to each other any Confidential Information of the other party in its possession or control and (v) Badger Meter may cease gathering data from Customer's endpoints at 120 days after termination.

5. If Customer desires to reinstate Service after termination, a reinstatement fee will apply.

13. DATA SECURITY AND RECOVERY.

1. Data Transmission Risks. Customer acknowledges that security of transmissions over the Internet or the cellular network cannot be guaranteed. Badger Meter is not responsible for (i) Customer or its Consumer's access to the Internet; (ii) interception or interruptions of communications through the Internet or over the cellular network; or (iii) changes or losses of data through the Internet. In order to protect Customer Content, Badger Meter may suspend Customer, Authorized Users or Consumers use of the Portal or Service immediately, without prior notice, pending an investigation of any potential security breach.

2. Password Protection. Customer agrees to maintain the privacy of usernames and passwords associated with the Portal and Service. Customer shall remain responsible for all activities that occur under Customer's password or Internet account. Customer will immediately notify Badger Meter of any unauthorized use of Customer's password or Internet account or any other breach of security, and ensure that Customer exits from Customer's Internet account at the end of each session. Badger Meter shall not be liable for any damages incurred by Customer, its Consumers or any third party arising from Customer or its Consumer's failure to comply with these security obligations.

3. Third Party Access. To the extent that Customer requests that Badger Meter provide any Customer Content to Consumers or third parties, Customer represents that it has acquired any consents or provided any notices required to transfer such content or information and that such transfer does not violate any Law.

14. GENERAL.

1. Binding Agreement. This Agreement is binding upon and will inure to the benefit of the parties and their respective successors and assigns.

2. Affiliates. This Agreement covers only the employees and agents of Customer. If Customer wishes to have any entity which directly or indirectly controls, is controlled by or is in common control with Customer ("Affiliate") access the Portal and use the Service, Customer's Affiliate must execute a separate agreement with Badger Meter.

3. Assignment. Either party may assign its rights and obligations under this Agreement with the express written consent of the other party, which consent will not be unreasonably withheld or delayed.

Notwithstanding the foregoing, Badger Meter may assign its rights and obligations under this Agreement without the consent of the Customer (i) upon a sale of a majority of its outstanding capital stock to an affiliate or third party; (ii) if it sells all or substantially all of its assets; or (iii) in the event of a similar change of control.

4. No Waiver; Severability. All rights and remedies of the parties are separate and cumulative. The waiver or failure of either party to exercise any right or remedy provided under this Agreement will not be deemed a waiver of any further right or remedy.

5. Savings Clause. The invalidity of any provision of this Agreement shall not affect the validity and binding effect of the remaining provisions.

6. No Third Party Beneficiaries. Nothing express or implied in this Agreement shall confer any rights, remedies, obligations or liabilities whatsoever to third parties.

7. Governing Law. The terms of this Agreement are governed by the laws of the State of Wisconsin, without reference to its conflict of laws principles, the parties consent to the exercise of personal jurisdiction over them by the state and federal courts sitting in Milwaukee, Wisconsin, and waive any objection that they would otherwise have to venue in such courts.

8. Survivability. Any provision of this Agreement which by its nature should survive termination or expiration of this Agreement shall survive its expiration or termination. #5..
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9. Force Majeure. Neither party shall be liable for any delay due to causes beyond its reasonable control, such as acts of God, natural disasters, strike, work stoppage or other labor dispute, riots, acts of war or terrorism, or any action or restraint by court order or public or governmental authority.

10. Amendment. This Agreement may only be amended by a written document signed by both parties.

11. Entire Agreement. This Agreement constitutes the entire agreement between the parties with regard to its subject matter and supersedes all prior or contemporaneous agreements, discussions, negotiations, representations or proposals, whether written or oral.

12. Privacy Policy: Badger Meter's Privacy Policy, which is found here, is incorporated into the Terms.

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BEACON® AMA Mobile and Fixed Network
Pricing Terms and Conditions
The following Terms & Conditions apply to BEACON® AMA Mobile Solution and BEACON AMA Traditional Fixed Network Solution services sold by Badger Meter, Inc. (“Badger Meter”) or one of its authorized distributors to a utility or non-utility customer (“Customer”) and are in addition to those found at https://www.badgermeter.com/legal-and-compliance/ and as appropriate, the BEACON General Agreement and/or BEACON Master Agreement executed by Customer.

ONE-TIME FEES

BEACON ENGAGEMENTFEE
A one-time BEACON Engagement Fee, invoiced by Badger Meter or one of its authorized distributors, is required for all BEACON AMA Mobile Solution and Traditional Fixed Network Solution deployments. This fee includes setup and activation of Customer’s BEACON AMA portfolio. Billing Integration professional services are separate and an additional fee. Fees charged to a Customer by its utility billing vendor for an interface file are separate and are the responsibility of the Customer.

SERVICE UNITS
Recurring service fees are based on asset type and assessed monthly (“Service Units”). Asset types are identified by unique Service Unit part numbers as represented in this section. Service Units will be invoiced by Badger Meter or one of its authorized distributors.

HOSTING FEE SERVICE UNITS
Customers deploying a BEACON AMA Mobile Solution or Traditional Fixed Network Solution will be assessed Hosting Fee Service Units, which include Customer’s license and access to the BEACON AMA software, software updates, hosting of Customer’s metering data, and technical support. A Hosting Fee Service Unit represents one (1) month of service for an Account in Customer’s BEACON AMA portfolio and will be assessed on the 26th of each month. Service Unit price may vary if purchase increment is changed.

MOBILE: Mobile Hosting Fee Service Units (68886-301) will be assessed monthly, per eligible Mobile Account in Customer’s BEACON AMA portfolio. Any Account which is brought into Customer’s portfolio which is not classified as a Fixed Network or Cellular Account will be classified as a Mobile Account.

FIXED NETWORK: Fixed Network Hosting Fee Service Units (68886-201) will be assessed monthly, per eligible Fixed Network Account in Customer’s portfolio. An Account will be classified as a Fixed Network Account the first time a fixed network message is heard by a gateway.

FIXED NETWORK GATEWAY CELLULAR COMMUNICATION FEE SERVICEUNITS Cellular gateway backhaul communication Service Units (68886-601) will be assessed quarterly based on cumulative number of cellular backhaul gateways shipped to Customer. A cellular gateway backhaul communication Service Unit represents one (1) month of backhaul service for a gateway shipped to Customer and will be assessed quarterly. Service Units for backhaul communications are available for purchase in multiples of three (3) Service Units and each gateway will consume three (3) Service Units per quarterly invoicing period.

EyeOnWater® CONSUMER ENGAGEMENT SERVICEUNITS
An optional annual EyeOnWater® License is available for BEACON AMA Traditional Fixed Network Solutions. The annual license includes software licensing, setup and activation of EyeOnWater consumer engagement module for fixed network accounts in Customer’s BEACON AMA portfolio. An EyeOnWater Service Unit represents one (1) month of Customer access to EyeOnWater consumer engagement tools and will be assessed in multiples of twelve (12) EyeOnWater Service Units (68886-401). EyeOnWater license may be added by a utility at any time. Customer is required to have appropriate data fields provided from billing software to support EyeOnWater. Fees charged to a Customer by its utility billing vendor for interface file are separate and are the responsibility of the Customer.

BEA-FM-01939-EN-06 (March 2021)
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BEACON AMA FIELD APPLICATION SUITE – MOBILE READ MODULE SERVICE UNITS An annual BEACON AMA Field Application Suite-Mobile Read Module license is required. This license includes Customer access to the BEACON AMA mobile meter reading software system, software updates, and technical support.

A Mobile Read Module License Service Unit represents one (1) month of Customer access to the BEACON AMA Field Application SuiteMobile Read Module, including BEACON AMA Field Director, ORION® Mobile Read software and ORION Endpoint Utility software, and will be assessed in multiples of twelve (12) Mobile Read Module License Service Units (68886-501).

BEACON AMA FIELD APPLICATION SUITE – MOBILE READ MODULE USER LOGIN SERVICE UNITS An annual BEACON AMA Field Application Suite-Mobile Read Module User Login license is required for each Customer User Login for the BEACON AMA mobile meter reading software suite. User Login License includes access to the BEACON AMA Field Application Suite-Mobile Read Module.

A Mobile Read Module User Login License Service Unit represents one (1) month of Customer user access to BEACON AMA Field Director or ORION® Mobile Read software and will be assessed in multiples of twelve (12) Mobile Read Module User Login License Service Units (68886-502).

SERVICE UNIT PRICING AND PAYMENT
Customer will be required to submit a PO to Badger Meter or one of its authorized distributors for applicable Service Units. Initial Service Unit pricing will be held for the first 12-month term, then subject to change thereafter.

Service Units may be purchased in Customer-defined increments except where minimum multiple purchase increments have been stated. Reorder increments will be established at time of initial purchase and may be modified at a later date. Service Unit price may vary if purchase increment is changed.

Service Unit pricing is Net to Customer and will be invoiced by Badger Meter or one of its authorized distributors based on Customerdefined Service Unit purchase increments or minimum multiple purchase increments as noted. Service Unit part numbers are denoted as 68886 and have been included in this document for cross reference with Customer pricing proposal.

Service Units will be consumed on a monthly basis, as applicable to each asset type.

Service Units are non-refundable and non-transferable to another entity without Badger Meter approval.

Service Units may be converted to like-valued, or higher, Service Units of a different asset type with Badger Meter approval.

Service Units expire ten (10) years from date of purchase. Expired Service Units will be forfeited unless converted prior to expiration.

Upon termination of a Customer’s BEACON AMA services, for whatever cause, unused Service Units will be forfeited if not converted to Badger Meter future purchase credit within ninety (90) days.

Failure to renew services at term expiration, or pay for services invoiced by Badger Meter or one of its authorized distributors, may result in termination of services and limited access to Customer’s BEACON AMA portfolio at the discretion of Badger Meter.

SMART WATER IS: BADGER METER
BEACON, EyeOnWater and ORION are registered trademarks of Badger Meter, Inc. Other trademarks appearing in this document are the property of their respective entities. Due to continuous research, product improvements and enhancements, Badger Meter reservesthe right to change product orsystem specifications without notice, except to the extent an outstanding contractual obligation exists. ©2021 Badger Meter, Inc. All rightsreserved.
www.badgermeter.com
Badger Meter | 4545 West Brown Deer Rd | PO Box 245036 | Milwaukee, WI 53224-9536 | 800-876-3837 | 414-355-0400 #5..
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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:
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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 Council Member(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 Council Member(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
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Revised /2025
Bid Waiver Approval Form
Supplier Name: Amount of Bid Waiver Request:

Supplier Contact: Supplier Phone No:

Are Federal Funds being utilized for portion of purchase? Yes No A bid waiver is required for any procurement commitment greater than $ 3,500 where a minimum of three bids are not obtained.

Justification for waiving the competitive bid requirements is limited to the following (provide detailed information in the comments section of form):

Reason for Bid Waiver - Check Box:

Sole Source - The item/service is unique in its specifications such that only one vendor is qualified to provide the good or service (Formal bidding exception under MMC 8-3.204(b)) – SOLE SOURCE LETTER ATTACHMENT REQUIRED OEM - Original Equipment Manufacturer / Distributor - OEM LETTER

ATTACHMENT REQUIRED
Inflexible time constraints preclude the bidding process - Exigent or emergency circumstances (Formal bidding exception under MMC 8-3.204 (c)) The incumbent's cost, delivery and quality can be compared to a previous quote/bid obtained within the last six months, for the same or similar item/service (Total purchase must be less than $100,000)
Professional Services defined under MMC 8-3.103 (Formal bidding exception under MMC 8-3.204 (a)) – staff should make effort to solicit at least three informal proposals.

Single Bid/Proposal – More than one supplier could provide the goods or service, but only one supplier provided bid/proposal for solicitation.

Amendment – Extending agreement for no more than one year to allow the City to complete formal bidding process for new agreement (MMC 8-3.204 (e)).

Amendment – Amending the goods or services under the existing agreement to include similar types of goods and services (MMC 8-3.204 (f)) Requisition No: Department:

Project Description:

The purchase of any item utilizing any Federal Funding must comply with current applicable Circular #5..
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Revised /2025
Other (requires detailed comments)

NEW TECHNOLOGY PURCHASES
Does the new technology meet the criteria to be reviewed by the Technology Steering and Alignment Committee (TSAC)? Yes ____ No ____
If yes, was it approved by this committee? Yes ____ No ____ Approval Name Signature Date
Requestor
Division Manager
Department Director
Chief Information Officeri
Buyer
Purchasing Manager
Director of Finance
i Information technology (IT) purchases will require Chief Information Officer Signature Buyer Comments:
(insert required text field in Adobe)
Comments
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Last Revised: /2025
(Over $100K)
The Scope of Work must be included with the “Authorization to Purchase form” when routing for signature.

Local Vendor: Is the local vendor currently performing this service? Yes ____ No ____ If an RFP solicitation is performed, will this fall under Administrative Directive 3.1 - Selection Procedures for Professional Services who provide Architectural and Engineering Services for Capital Projects? Yes ____ No ____ If yes, please advise what Engineering Department staff will be approving the RFP document?
Current Vendor:

Known Qualified Vendors:

DESCRIPTION
BACKGROUND:

Subject:
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Last Revised: /2025
FUNDING:

Actual cost for last 5 fiscal years with
annual breakdown:

Year 1 – $
Year 2 – $
Year 3 – $
Year 4 – $
Year 5 – $
ESTIMATED ANNUAL NEW CONTRACT COST:

TERM OF CONTRACT:

TOTAL NEW CONTRACT COST:

Justification for increase in cost :

Funding Source:

FEDERAL FUNDED:

Print Name Signature Date
Requestor
Reviewed by Budget
Name
Department Approval
Financial Analyst
Reviewed by City Engineer
(if applicable)i
Department Director
Reviewed by IT (if applicable)ii
City Engineer
Reviewed by Purchasing
Chief Information Officer
Reviewed by Finance
Purchasing Manager
Authorized to Purchase
Director of Finance
City Manager
i For infrastructure improvements in City right-of-way
ii Information technology (IT) purchases will require Chief Information Officer Signature Yes No If grant funding is involved, please confirm the grant deadline of when these funds must be expended. _____________________ #5..
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Finance CommitteeOctober 27, 2025

Finance Committee
October 27, 2025