Finance Committee
December 17, 2025

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www.modestogov.com
AGENDA
City of Modesto

FINANCE COMMITTEE

COUNCIL WORKSHOP
2001-40 Del Puerto Room
Tenth Street Place, 1010 10th Street
Modesto, California
Wednesday, December 17, 2025 at 4:00 PM
Roll Call: Rosa Escutia-Braaton, Chair
David Wright, Vice-Chair
Nick Bavaro, Member
Alternates: Eric Alvarez, Jeremiah Williams, Chris Ricci, Sue Zwahlen Council has not delegated directive or final approval authority to the Committees.

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

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

THE MEETING CAN BE VIEWED BY ZOOM VIDEO

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

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

PUBLIC COMMENT PERIOD
Three-minute time limit per speaker.

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

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

Written comments must be received two hours before the meeting.

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

Materials related to an item on this Agenda submitted to the Council after distribution of the agenda packet are available for public inspection in the Clerk’s office during normal business hours. Such documents are also available online, subject to staff’s ability to post the documents before the meeting, at the following website www.modestogov.com/councilmeetings.

In accordance with the requirements of Title II of the Americans with Disabilities Act (“ADA”) of 1990, the Fair Employment & Housing Act (“FEHA”), the Rehabilitation Act of 1973 (as amended), Government Code section 11135 and other applicable codes, the City of Modesto (“City”) will not discriminate against individuals on the basis of disability in the City’s services, programs, or activities. For more information, please visit the City of Modesto website at https://www.modestogov.com/865/Americans-with-Disabilities-Act-ADA In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk (209) 577-5396. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting
Any and all of the following agenda items are subject to action by the Modesto City Council.

CONSENT ITEMS – ROLL CALL VOTE REQUIRED:

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

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

Consent

1. Consider an Agreement for Executive Team and Management Engagement Services to The Table Group doing business as (dba) Neil Sullivan LLC, Concord, California, for a total amount not to exceed $909,500 over five years; and forwarding to Council for approval. (Funding Source: Various Funds)
 Motion recommending the Agreement for Executive Team and Management Engagement Services to The Table Group doing business as (dba) Neil Sullivan LLC, Concord, California, for a two year agreement with three one-year extension options, for an estimated annual amount of $181,900, and a total - 3 -
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amount not to exceed $909,500 over five years and forwarding to Council for approval.

CITY MANAGER; Scotty Douglass, 209-577-9149, [email protected] Consent

2. Consider an Agreement with GovernmentJobs.com, Inc., El Segundo, CA, doing business as NEOGOV, for an electronic recruitment, on-boarding and off-boarding processes with the Learn platform and eForms modules with Single Sign-on for a total amount not to exceed $558,393 and forwarding to Council for approval. (Funding Source: Various Funds)
 Motion recommending the Sole Source Agreement with GovernmentJobs.com, Inc., El Segundo, CA, doing business as NEOGOV, for an electronic recruitment, on-boarding and off-boarding processes with the Learn platform and eForms modules with Single Sign-on for a three-year term of January 16, 2026, through February 14, 2029, for a total amount not to exceed $558,393 and forwarding to Council for approval.

HUMAN RESOURCES; Dawn Kelley, 209-577-5490, [email protected] Consent

3. Consider a three-year Agreement with two one-year extension options for Vector Airport System’s PlanePass with Virtower, of Herndon, VA to provide billing and collection services for the Airport’s established landing fees and forwarding to Council for approval. (Funding Source: Airport Fund)
 Motion recommending the Sole Source Agreement with Vector Airport Systems, LLC – PlanePass with Virtower, Herndon, VA for Professional Services for a three-year Agreement with two one-year extension options, for an estimated annual service fee of 22% from the collected landing fees, and the fee not to exceed $100,000 and forwarding to Council for approval.

PUBLIC WORKS; Marisol Navarro, 209-577-5319, [email protected] Consent

4. Consider the First Amendment with California Material Inc. of Stockton, CA for Material Hauling Services, increasing the Agreement amount by $621,746 over the term of the Agreement and forwarding to Council for approval. (Funding Source:

Compost Fund)
 Motion recommending the First Amendment with California Materials Inc., for Material Hauling Services, to a new estimated annual amount of $280,437, to a new total amount not to exceed $1,246,746 over the term of the Agreement; and forwarding to Council for approval.

PUBLIC WORKS; Guillermo Aguilera, 209-571-5145, [email protected] Consent

5. Consider the First Amendment with HB Restoration Inc., Rio Linda, CA, for the Painting of Water Wells and Tank Sites increasing the Agreement amount by $868,453 and forwarding to Council for approval. (Funding Source: Wastewater Fund) - 4 -
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 Motion recommending the First Amendment with HB Restoration Inc., Rio Linda for the Painting of Water Wells and Tank Sites increasing the Agreement amount by $868,453 for a new estimated annual amount of $326,000, and a new total amount of $1,537,529 through the term of the agreement and forwarding to Council for approval.

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

UNFINISHED BUSINESS

6. Consider a restated Service Agreement for solid waste collection service with Bertolotti Modesto Disposal, Inc. to become effective May 1, 2026; the solid waste rate adjustment to the Maximum Rate Schedule for City solid waste collection services provided by solid waste haulers to become effective May 1, 2026, and rescinding Resolution No. 2024-290 and Resolution No. 2024-291; and the update to the Schedule of Cash Security Deposits and Fees for Self-Haul Residents and Businesses, rescinding Resolution No. 2024-292 and forwarding to Council for approval. (Funding Source:

Various Funds)
 Motion recommending a restated service agreement for solid waste collection service with Bertolotti Modesto Disposal, Inc., to become effective May 1, 2026, and forwarding to Council for approval.
 Motion recommending approval of an adjustment to the Maximum Rate Schedule for City solid waste collection services provided by solid waste haulers to become effective May 1, 2026, with billing changes implemented at the new rate upon the next billing cycle, and rescinding Resolution No. 2024- 290 and Resolution No. 2024-291 and forwarding to Council for approval.  Motion recommending the update to the Schedule of Cash Security Deposits and Fees for Self-Haul Residents and Businesses to become effective May 1, 2026, rescinding Resolution No. 2024-292 and forwarding to Council for approval.

PUBLIC WORKS; John Chavez, 209-577-5453, [email protected]

7. Consider the termination of the 1997 Service Agreement (as previously amended) held by Gilton Solid Waste Management, Inc., with a termination date to be effective 10 years after the date of notice and forwarding to Council for approval. (Funding Source:

Not Applicable)
 Motion recommending the termination of the 1997 Service Agreement (as previously amended) held by Gilton Solid Waste Management, Inc., with a termination date to be effective 10 years after the date of notice and forwarding to Council for approval.

PUBLIC WORKS; John Chavez, 209-577-5453, [email protected] Posted pursuant to Government Code Section 54954.2 on the bulletin board at Tenth Street Place on at by
date time signature
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

December 17, 2025
Date: October 20, 2025
.

TO: Finance Committee
Rosa Escutia-Braaton, Chair
David Wright, Vice-Chair
Nick Bavaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Scotty Douglass, Deputy City Manager
SUBJECT: Executive Team and Management Engagement Services Agreement CONTACT: Scotty Douglass, Deputy City Manager, [email protected], 209-577-9149
DESCRIPTION:

Consider an Agreement for Executive Team and Management Engagement Services to The Table Group doing business as (dba) Neil Sullivan LLC, Concord, California, for a total amount not to exceed $909,500 over five (5) years; and forwarding to Council for approval. (Funding Source: Various Funds)
STRATEGIC PLAN ELEMENT:

This item supports the City of Modesto 2025-2026 Strategic Plan focus of Governance and Service Delivery and Strategies under Goal J: Build a High-Performance Organization.

BACKGROUND:

The Table Group is a consultant firm that provides highly qualified and experienced professionals that use their material and consulting methods to deliver content focused on issues such as organizational effectiveness and teamwork. Representing The Table Group is Neill Sullivan, LLC. The methods used by The Table Group consist of principles derived from the works of Patrick Lencioni which is focused on organization health, leadership, and teamwork.

The Table Group creates content for each client organization to address the operational roots of politics and confusion in the context of real issues and behaviors and provides specific tools for making better, faster decisions and achieving greater ownership in the outcomes. Through the workshops provided by The Table Group, consultants will work with a leadership team to:
 Gain a thorough understanding of the expectations and challenges in building and maintaining a cohesive team.
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 Address the effectiveness of the team’s meetings and their contributions to the overall success of the group.
 Review and validate the organization’s direction and ensure alignment exists among the team by addressing the six (6) critical questions required for organizational clarity.  Discuss the critical importance of effective internal communications and identify any necessary changes to create alignment throughout the organization.  Identify a roadmap for the team to ensure a successful transformation to a healthy organization.
 Create a team playbook for leading the organization going forward.

The workshops, that are designed by The Table Group, are intended to introduce and provide practical experience of the concepts and methodologies outlined above. The workshops are high energy, practical and created to drive team cohesion and organizational clarity.

Since 2018, the City retained the use of The Table Group consultant services to engage in multiple organizational health and team effectiveness sessions for the City Executive Leadership team and the Modesto Police Department Command staff. The focus of these sessions for the Executive Team, Management Team and Command staff was to ensure the Leadership Team operates more cohesively, integrate the new members of the Team, and create the focus and alignment required for the Modesto City leadership to achieve its organizational targets and objectives.

On January 10, 2023, under Resolution 2023-10, Council approved an Agreement with Neil Sullivan, LLC for Executive Team and Management Engagement Services for a three (3) year period for an amount not to exceed $150,000.

On February 25, 2025, under Resolution 2025-73, Council approved a First Amendment with Neil Sullivan, LLC for Executive Team and Management Engagement Services increasing the Agreement amount by $50,000 to a new total amount of $200,000 through the term of the Agreement.

DISCUSSION:

Since 2018, the City has partnered with The Table Group to provide leadership consulting and organizational development services. This partnership has been instrumental in helping the City navigate periods of executive turnover, maintain continuity, and ensure alignment of objectives across all departments. Utilizing this consulting firm has consistently added value by developing a cohesive leadership team and strengthening organizational clarity.

Utilizing the services of this consulting firm has brought value to ensure the City continues to develop a cohesive team and to continue to align the City’s objectives for the organization across all City departments. With the Human Resources expansion of the Organizational Development program through a wide range of emerging leader classes and leadership programs, it continues to improve the work culture and provide professional development for the City’s management employees. Through this program, the City has conducted four (4) all-hands management meetings and developed focus groups to expand on defining the meaning of public service and to build on providing excellent customer service for all customers served in the community. Continuing these workshops citywide will allow management teams to build on this foundation, promoting shared learning, reinforcing organizational principles, and fostering #1..
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collaboration across departments. Expanding this work is critical for developing the future leadership roadmap, cultivating a high-performance culture, and ensuring that all City departments operate as a cohesive, mission-focused team.

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 his or 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 City has invested in the value of professional development for the City’s leadership to develop the foundation of a cohesive team environment and broaden the framework across the organization. If the City engaged in a new consultant with different concepts, it would require repeating training with those who were taught the original concepts, which would have a financial impact to the City.

Therefore, staff recommends the Executive Team and Management Engagement Services of this Agreement to Neil Sullivan, LLC should be exempt from the formal bidding procedures in accordance with Modesto Municipal Code 8-3.204(d).

FISCAL IMPACT:

Sufficient funds are budgeted in Fiscal Year 2025-26 and will be budgeted for future years through the term of this Agreement, to cover the cost for this service. Below is the five (5) year spending history with Neil Sullivan, LLC.

Period Amount
Year 1 $ 6,098
Year 2 $ 4,592
Year 3 $ 16,602
Year 4 $ 46,494
Year 5 $ 107,546
Total $ 181,332
Below is the breakdown of the Proposed new Agreement and Funding Source funding the five (5) year Agreement.
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Executive Team and Management Engagement Services Agreement

Fund Name Estimated Annual Amount Total Agreement Amount General Fund $ 104,645 $ 523,223
Capital Improvement Fund $ 8,058 $ 40,292
Surface Transportation Fund $ 10,745 $ 53,723
Infrastructure Financing Program Admin. $ 2,686 $ 13,431 Water Fund $ 15,189 $ 75,943
Wastewater Fund $ 8,258 $ 41,290
Airport Fund $ 2,686 $ 13,431
Solid Waste Fund $ 2,686 $ 13,431
Green Waste Fund $ 2,686 $ 13,431
Central Stores $ 2,705 $ 13,527
Fleet Fund $ 2,752 $ 13,762
Information Technology Fund $ 16,117 $ 80,585
Building Services Fund $ 2,687 $ 13,431
Total $ 181,900 $ 909,500
RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the Agreement for Executive Team and Management Engagement Services to The Table Group doing business as (dba) Neil Sullivan LLC, Concord, California, for a two (2) year agreement with three (3) one-year extension options, for an estimated annual amount of $181,900, and a total amount not to exceed $909,500 over five (5) years and forwarding to Council for approval.

Approved by:

Scotty Douglass, Deputy City Manager
Joseph P. Lopez, City Manager
Attachments:

1. Agreement – The Table Group

2. Exhibit A – Scope of Services

3. Exhibit B – City of Modesto Proposal Pricing

4. Bid Waiver

5. Financial Interest Disclosure

6. CA Levine Act Disclosure
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STANDARD AGREEMENT

FOR CONSULTANT SERVICES
THIS AGREEMENT made and entered into in the City of Modesto, State of California, this ______ day of , 2026, (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "CITY", and Neil Sullivan LLC, Concord, California, a California corporation, hereinafter referred to as "CONSULTANT".

This AGREEMENT is made with regard to the following recitals:
a. The CITY has determined that executive team and management engagement services should be provided for the City to continue to develop a cohesive team and continue to align our objectives for the organization.
b. CONSULTANT represents that it is qualified, willing, and able to provide the services to prepare said document(s).

NOW, THEREFORE, in consideration of this AGREEMENT, and the mutual promises, covenants, and stipulations hereinafter contained, the parties agree as follows:

1. SCOPE OF SERVICES.

CONSULTANT shall undertake and complete the preparation of the scope of work as set forth and described in the documents attached hereto and referred to as Exhibit (A). The CONSULTANT shall perform the services as described in Exhibit (A) in a manner compatible with the standards of its profession and shall produce a fully complete project that is acceptable to the CITY.

2. TERM OF AGREEMENT.

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

Year 1: January 13, 2026 through January 12, 2027
Year 2: January 13, 2027 through January 12, 2028
Year 3: January 13, 2028 through January 12, 2029
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Year 4: January 13, 2029 through January 12, 2030
Year 5: January 13, 2030 through January 12, 2031
Pricing shall remain firm for the first two (2) years of the agreement.

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

3. COMPENSATION.

CONSULTANT agrees to accept an annual estimated amount of $181,900 and a sum not to exceed $909,500 (maximum compensation) as full remuneration for performing all services and furnishing all staffing and materials for CITY in accordance with Exhibit (A) for the full term of the agreement.

The Compensation shall be paid pursuant in the manner and at the times set forth below:

CITY shall pay CONSULTANT on a per day or project basis for CONSULTANT’s for all work called for in Exhibit (B) to this AGREEMENT. All work to be performed under this AGREEMENT shall be billed at the rates set forth in Exhibit (B) attached hereto. CONSULTANT shall submit invoices to CITY which include the breakdown for all work completed, and detailed receipts for any reimbursable expenses paid by CONSULTANT and identified in Exhibit (B) or approved by the CITY in writing.

Expenses for travel reimbursement shall comply with the City's Administrative Directive (AD) 1.2, as amended periodically. The City's AD 1.2 can be accessible at the link provided - https://www.modestogov.com/DocumentCenter/View/24156/Citys-Administrative-Directive-12.

CITY shall pay CONSULTANT Net 45 Days via manual check. #1..
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4. OBLIGATIONS OF CONSULTANT.

Throughout the term of this AGREEMENT, CONSULTANT shall possess, or secure all licenses, permits, qualifications and approvals legally required to conduct business. CONSULTANT warrants that it has all of the necessary professional capabilities and experience, as well as all tools, instrumentalities, facilities and other resources necessary to provide the CITY with the services contemplated by this AGREEMENT. CONSULTANT further warrants that it will follow the best current, generally accepted and professional practices to make findings, render opinions, prepare factual presentations, and provide professional advice and recommendations regarding this project.

5. PERFORMANCE BY KEY EMPLOYEE.

CONSULTANT has represented to CITY that Neil Sullivan will be the person responsible for the performance of the services referred to in this AGREEMENT, except that when two or more individuals are necessary to provide the services, another employee of CONSULTANT may assist Neil Sullivan.

6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

Ownership of Documents
All reports, drawings, designs, graphics, working papers and other incidental work or materials furnished hereunder shall become and remain the property of the CITY, and may be used by CITY as it may require without any additional cost to CITY. No reports shall be used by the CONSULTANT for purposes other than this AGREEMENT without the express prior written consent of CITY.

Title to Data
If, as a part of the AGREEMENT, CONSULTANT is required to produce data such as, but not limited to, drawings, plans, specifications, calculations, models, flow diagrams, visual aids and other related materials, the originals of all such data generated under this AGREEMENT will be delivered to CITY upon the completion or termination of services under the AGREEMENT. It is understood and #1..
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agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this AGREEMENT are prepared specifically for the CITY and are not necessarily suitable for any future or other use.

All materials, documents, data or information obtained from the CITY data files or any CITY medium furnished to CONSULTANT in the performance of this AGREEMENT will at all times remain the property of the CITY. Such data or information may not be used or copied for direct or indirect use by CONSULTANT after termination of this AGREEMENT without written consent of the CITY.

7. NEWS AND INFORMATION RELEASE.

CONSULTANT agrees that it will not issue any news releases in connection with either the award of this AGREEMENT, or any subsequent amendment of or efforts under this AGREEMENT, without first obtaining review and approval of said news releases from CITY through the CITY Manager.

8. CONFLICT OF INTEREST.

CONSULTANT warrants that it presently has no interest and shall not acquire any interest, direct or indirect, which would create a “conflict of interest”, as that term is defined in the Political Reform Act (Gov. Code § 81000 et seq), for the CONSULTANT in the performance of this AGREEMENT.

CONSULTANT warrants that, in performance of this AGREEMENT, CONSULTANT shall not employ any person having any such interest. CONSULTANT understands that, if this AGREEMENT is made in violation of Government Code § 1090 et seq., the entire AGREEMENT is void and CONSULTANT will not be entitled to any compensation for services performed. CONSULTANT agrees to file a Statement of Economic Interests with the City Clerk at the start and end of this AGREEMENT if so, required at the option of CITY.
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9. AMENDMENTS.

This AGREEMENT, including the Exhibits attached hereto, may be amended only by a writing signed by both Parties. CITY will not be responsible to pay any charges CONSULTANT may incur in performing services not identified in Exhibit (A) unless first authorized by the CITY in writing.

10. INDEPENDENT CONTRACTOR.

All acts of CONSULTANT, its agents, officers, and employees and all others acting on behalf of CONSULTANT relating to the performance of this AGREEMENT, shall be performed as independent contractors and not as agents, officers, or employees of CITY. Except as CITY may specify in writing, CONSULTANT has no authority to bind or incur any obligation on behalf of CITY. CONSULTANT has no authority or responsibility to exercise any rights or power vested in the CITY. It is understood by both CONSULTANT and CITY that this AGREEMENT shall not under any circumstances be construed or considered to create an employer-employee relationship or a joint venture. CONSULTANT, its agents, officers and employees are and, at all times during the terms of this AGREEMENT, shall represent and conduct themselves as independent contractors and not as employees of CITY.

CONSULTANT shall determine and control the method, details and means of performing the work and services to be provided by CONSULTANT under this AGREEMENT. CONSULTANT shall be responsible to CITY only for the requirements and results specified in this AGREEMENT, and, except as expressly provided in this AGREEMENT, shall not be subjected to CITY's control with respect to the physical action or activities of the CONSULTANT in fulfillment of this AGREEMENT. CONSULTANT is permitted to provide services to others during the same period service is provided to CITY under this AGREEMENT. If necessary, CONSULTANT has the responsibility for employing other persons or firms to assist CONSULTANT in fulfilling the terms and obligations under this AGREEMENT.

If in the performance of this AGREEMENT any third persons are employed by CONSULTANT, such persons shall be entirely and exclusively under the direction, supervision, and control of #1..
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CONSULTANT. All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by the CONSULTANT.

It is understood and agreed that as an independent contractor and not an employee of CITY neither the CONSULTANT or CONSULTANT's assigned personnel shall have any entitlement as a CITY employee, right to act on behalf of the CITY in any capacity whatsoever as an agent, or to bind the CITY to any obligation whatsoever. It is further understood and agreed that CONSULTANT must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of CONSULTANT's personnel. As an independent CONSULTANT, CONSULTANT hereby indemnifies and holds CITY harmless from any and all claims that may be made against CITY based upon any contention by any third party that an employer-employee relationship exists by reason of this AGREEMENT.

11. ASSIGNMENT.

Neither this AGREEMENT nor any portion thereof shall be subcontracted or assigned, without the express prior written consent of the CITY in each and every instance.

12. PATENT/COPYRIGHT MATERIALS.

Unless otherwise expressly provided in the AGREEMENT, CONSULTANT shall be solely responsible for obtaining the right to use any patented or copyrighted materials in the performance of this AGREEMENT. CONSULTANT shall furnish a warranty of such right to use to CITY at the request of CITY.

13. NOTICES.

Notice required by this AGREEMENT shall be given in writing and shall be deemed given and effective upon delivery provided that such are delivered in accordance with the provisions of this Section.

Notices shall be delivered either by: (a) personal delivery; (b) overnight courier service which obtains #1..
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confirmation of delivery; or (c) certified mail, return receipt requested, if delivery is confirmed by a return receipt; or (d) by electronic transmission subject to reasonable proof that the notice was both transmitted and received. Each such notice shall be sent to the parties at the address respectively set forth below or to such other address as a party may designate by written notice given in accordance with the provisions of this Section:

FOR CONSULTANT: Name: The Table Group
Address: 5075 St. Celestine Ct.

Concord, CA 94521
Attention: Neil Sullivan
Phone: 925-876-5856
Email: [email protected]
CITY: Name: City of Modesto
Address: Purchasing Division
P.O. Box 642
Attention: Modesto, CA 95353
Phone: (209) 577-5406
Email: [email protected]

14. INSURANCE REQUIREMENTS.

During the term of this AGREEMENT, CONSULTANT 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.

CONSULTANT is responsible for uploading updated insurance documentation to the City's "PINS Advantage" program.

15. TERMINATION OF AGREEMENT.

Termination by CITY for Default of CONSULTANT
Should the CONSULTANT default in the performance of this AGREEMENT or materially breach any of its provisions, at its option, CITY may terminate this AGREEMENT by giving written notification to CONSULTANT. The termination date shall be the effective date of the notice. For the purposes of this #1..
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section, material breach of this AGREEMENT shall include, but not limited to, any of the following:
failure to perform required services or duties, willful destruction of City's property by CONSULTANT, dishonesty or theft.

Termination by CITY for Convenience
The City may also terminate the CONSULTANT's performance under the AGREEMENT, either in whole or in part, at its own discretion, or when conditions encountered during the services make it impossible or impracticable to proceed, or when the City is prevented from proceeding with the AGREEMENT by act of God, by law, or by official action of a public authority, or upon a determination by the City that such termination is in the best interest and convenience of the City, or whenever the City is prohibited from completing the services for any reason. The City shall provide no less that ten (10) calendar days written notice of its intent to terminate the AGREEMENT for convenience and shall endeavor to provide the CONSULTANT with consultation with the City prior to termination.

Termination by CONSULTANT for Convenience
CONSULTANT may terminate this AGREEMENT for convenience by providing the City with no less than ten (10) calendar days written notice of its intent to terminate the AGREEMENT for convenience and shall endeavor to provide the City with consultation with the CONSULTANT prior to termination.

Post-Termination Procedure
Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the CONSULTANT shall cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subconsultants and agents a re notified of such termination and act as specified in the notice of termination.
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CITY will pay CONSULTANT an amount based on the percentage of satisfactory work completed in accordance with the notice or termination. The final payment to the CONSULTANT after termination for convenience shall be limited to amounts due and owing under the AGREEMENT at time of termination, including the following:
a. The cost of settling and paying valid claims arising out of the termination of the work such as subconsultant AGREEMENTs or contracts for materials;
b. The AGREEMENT price allocable to the portion of the work properly performed, or goods supplied to the work site by the CONSULTANT as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the CONSULTANT.

Authorization to Terminate Agreement
Termination of the AGREEMENT may be invoked by the City Manager, or his/her designee, subject to the right of the CONSULTANT to appeal the City Manager, or his/her designee's, decision to the City Council.

The CONSULTANT shall appeal by notifying the City Clerk in writing within ten (10) calendar days of receipt of written notification from City of termination of the AGREEMENT. In the event that termination of this AGREEMENT is upheld by the City Council, any cessation of payment of delay claims, extended claims, Eichleay claims, or any other claims for delay shall be retroactive to the date of termination selected by the City Manager, or his/her designee.

16. INDEMNITY.

If CONSULTANT is Design Professional performing design professional services, as defined in California Civil Code section 2782.8, CONSULTANT agrees to indemnify, defend, and hold harmless the CITY, its agents, officers, officials, employees and volunteers, from and against any and all claims, demands, costs, or liability that arise out of, or pertain to, or relate to the negligence, recklessness, or #1..
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willful misconduct of CONSULTANT and its employees, officials, officers, agents or agents in the performance of services under this AGREEMENT, but this indemnity does not apply to liability for damages arising from the sole negligence, or willful misconduct of the CITY. The CITY agrees that in no event shall the cost to defend charged to the CONSULTANT exceed that CONSULTANT's proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the CONSULTANT shall meet and confer with other parties regarding unpaid defense costs. This duty to indemnify shall not be waived or modified by contractual AGREEMENT or acts of the parties.

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

CONSULTANT's obligation to defend, indemnify, and hold the CITY, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this AGREEMENT for CONSULTANT to procure and maintain a policy of insurance.

In the event that CONSULTANT or any employee, agent, or subcontractor of CONSULTANT providing services under this AGREEMENT is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of CITY, CONSULTANT shall indemnify, defend, and hold harmless CITY for the payment of any employee and/or employer contributions for PERS benefits on behalf of CONSULTANT or its #1..
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employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of CITY.

17. DISPUTE RESOLUTION.

Venue for all claims, controversies, or disputes arising out of, or relating to the formation of this AGREEMENT, or the breach, termination execution, enforcement, interpretation, or validity of this AGREEMENT, including the determination of the scope or applicability of this AGREEMENT provision shall be in the Superior Court of Stanislaus County or the United States District Court for the Eastern District of California.

18. ATTORNEY’S FEES.

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

19. ENTIRE AGREEMENT.

This AGREEMENT and its exhibits contain the entire understanding between CONSULTANT and CITY. All previous proposals, offers and communications related to this AGREEMENT, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this AGREEMENT. No future waiver of or exception to any of the terms, conditions, and provisions of this AGREEMENT shall be considered valid unless specifically agreed to in writing by all the parties.

20. PARTIAL INVALIDITY.

If any provision in this AGREEMENT is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

21. WAIVER.
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The waiver by any party to this AGREEMENT of a breach of any provision hereof shall be in writing and shall not operate or be construed as a waiver of any other or subsequent breach hereof unless specifically stated in writing.

22. AUDIT.

The CITY's duly authorized representative shall have access at all reasonable times to all reports, contract records, contract documents, contract files, and personnel necessary to audit and verify CONSULTANT's charges to CITY under this AGREEMENT.

CONSULTANT agrees to retain reports, records, documents, and files related to charges under this AGREEMENT for a period of four (4) years following the date of final payment for CONSULTANT services. CITY's representative shall have the right to reproduce any of the aforesaid documents.

23. GOVERNING LAW.

This AGREEMENT shall be governed according to the laws of the State of California.

24. HEADINGS NOT CONTROLLING.

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

25. COMPLIANCE WITH LAWS.

CONSULTANT shall insure compliance with all safety and hourly requirements for employees, in accordance with federal, state, and county safety and health regulations and laws. CONSULTANT shall fully comply with all applicable federal, state, and local laws, ordinances, regulations and permits.

26. CITY BUSINESS LICENSE.

CONSULTANT will have a City of Modesto business license. #1..
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IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this AGREEMENT by its City Manager and attestation by its City Clerk under authority of Resolution No. 2026-______, adopted by the Council of the City of Modesto on the ______ day of ________________, 2026, and Neil Sullivan LLC has caused this AGREEMENT to be duly executed as of the Effective Date.
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EXHIBIT C: INSURANCE REQUIREMENTS FOR SERVICES
Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Consultant, his agents, representatives, employees or subconsultants.

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

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

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

3. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (Not required if consultant provides written verification, it has no employees)

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

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

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

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

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

General liability coverage can be provided in the form of an endorsement to the Consultant’s insurance with coverage equal to ISO form CG 2010. If Completed Operations endorsement is required, a separate endorsement equal to ISO form CG 2037 is required.

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

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

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

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

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

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

Claims Made Policies (applicable to Professional Liability only) If any of the required policies provide claims-made coverage:
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1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

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

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

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

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

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

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

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

City of Modesto
Attn: Risk Management
1010 10th Street
Modesto, CA 95354
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Neil Sullivan
Senior Principal Consultant
p 925.876.5856
e [email protected]
www.tablegroup.com
Proposal For
Consulting Services
FOR

CITY OF MODESTO
Organizational Health Program
Modesto CA
DocuSign Envelope ID: 843266A9-EEB6-4F33-8A9F-87FD3330B5AA #1..
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Page | 2 The Source for Organizational Health The Table Group, Inc. Confidential and Proprietary Information Contents Page
Executive Summary
Engagement Implementation
Content Menu
Schedule of Fees | Offsite Dates
Signature Page
3 3
4 7
8 DocuSign Envelope ID: 843266A9-EEB6-4F33-8A9F-87FD3330B5AA #1..
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Page | 3 The Source for Organizational Health The Table Group, Inc. Confidential and Proprietary Information Executive Summary
Table Group’s concepts and methodologies will be used to help the City of Modesto’s City Management and Departmental Leadership Teams work more collaboratively and lead the City into its important future. The City of Modesto has certainly achieved significant milestones throughout its storied history, as well as overcoming numerous challenges during the past years due to the pandemic. Table Group works alongside the Leadership of significant entities, such as the City of Modesto, to help them become more effective, thus tremendously impacting their Regions. The City of Modesto is at an important moment in its history, and it is imperative that extreme clarity and excellent communication exist within the City Management Team, as well as with the Leadership Teams of all Departments for the City to achieve its goals and objectives.

The objectives for the City of Modesto Organizational Health Program include:

1. Introduce Table Group’s concepts and methodologies to various City of Modesto Directors and Department Leadership Teams.

2. Work with various Directors to select from Content Menu to build a specific Program for their Department Leadership Team.

3. Facilitate Table Group Sessions with various Department Leadership Teams to help increase their Cohesion and Clarity as a Team and Department.

4. Interact with various Directors to help them leverage Table Group’s concepts and methodologies within their Departments on a continual basis.

The ultimate objective of the program is for various City of Modesto Department Leadership Teams to operate even more cohesively and effectively in developing and driving their goals and objectives within their Departments. This work is conducted with both Directors individually, and the Department Leadership Team collectively, to help equip the Department in leveraging the asset of Organizational Health as a competitive advantage.

Engagement Implementation
Below is an expanded overview of the possible activities to be conducted as part of this Proposal with various City of Modesto Departments. Using methods and tools developed by The Table Group under the leadership of New York Times best-selling author Patrick Lencioni, we will be offering the following services:

1. City of Modesto Department Leadership Team Session – we will leverage our experience and expertise in working with 1000’s of Organizations to facilitate various City of Modesto Department Leadership Team Sessions. Actions may include:
a. Advance Preparation Meeting – conducting an Advance Preparation session with key leadership to identify the high-level objectives, schedule, components, and agenda for the Session.

DocuSign Envelope ID: 843266A9-EEB6-4F33-8A9F-87FD3330B5AA #1..
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Page | 4 The Source for Organizational Health The Table Group, Inc. Confidential and Proprietary Information b. Session Materials Preparation – based upon the planned Agenda, Objectives, and Activities for the Session, we will prepare all required advance materials. c. Session Facilitation – conduct the City Department Session(s) during the course of the selected date(s). Assuring we are tracking to the Agenda and accomplishing the agreed to Objectives for the session. Incorporating both the Concepts of healthy, highperformance Leadership Teams and the Tools to drive Focus, Clarity, and Action as outcomes.
d. Session Deliverables – we will provide summary notes from the Session, including all Topics discussed, Concepts and Tools introduced, Decisions made, and Action Items.

Additionally, we will provide PDF pictures of any flipcharts utilized during the session.

City of Modesto | Content Menu
The following is a high-level overview of the topics, exercises, team assignments and outcomes that can be selected for the primary body-of-work during a City of Modesto Departmental Leadership Team Session. This is for informational purposes only and a subset of these topics will be selected by the Department Director the specific Agenda, based upon the Team’s requirements and available time.

Section Topics Outcomes
Introduction • Organizational Health Model
• Competitive Advantage of Teams
Outcomes
• Team Assessment Results & Discussion
Discipline 1
Build a Cohesive
Team
Five Behaviors
Of a Cohesive Team
Trust
• Role of the Leader
• Vulnerability Based Trust
• Fundamental Attribution Error
Outcomes
• Experience vulnerability-based (v. predictivebased) trust by revealing own/listening to other’s personalities and behavioural patterns.
• Team members begin establishing a foundation
for establishing/rebuilding trust on the team.

Conflict
• Role of the Leader
• Conflict Continuum
• Conflict Norms Discussion
Outcomes
• Team establishes their own conflict style
• Team agrees on conflict norms
Commitment
• Role of the Leader
• Commitment Norms Discussion
Outcomes
• Team agrees on commitment norms
• Team agrees on Thematic Goal
DocuSign Envelope ID: 843266A9-EEB6-4F33-8A9F-87FD3330B5AA #1..
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Page | 5 The Source for Organizational Health The Table Group, Inc. Confidential and Proprietary Information Accountability
• Role of the Leader
• Peer-to-Peer Accountability
• Benchmarking Accountability
Results
• Team # 1 Discussion
Outcomes
• Members experience how to give/receive
behavioral-based business feedback
• Members publicly commit and affirm permission
on a specific behavioural-based area of
feedback.

Discipline 2
Create Clarity
Six Critical Questions Introduction*

1. Why do we exist?

2. How do we behave?

3. What do we do?

4. How will we succeed?

5. What is most important, right
now?

6. Who does what?
Outcomes
• Playbook containing agreed upon work
• Introduce Purpose
• Establishment of a Thematic Goal – the # 1
priority for the next 6 – 18 months.
• Explore upon desired behaviors (core values)
Agreement on roles to achieve the Thematic
Goal.

Discipline 3
Over-Communicate
Clarity
Cascading Messages
Outcomes

1. What did we discuss?

2. What did we decide?

3. What can’t we say (outside of the team)?

4. By when will we communicate?
Discipline 4
Reinforce Clarity
Meeting Structure
Outcomes
• The team will be introduced to a new meeting
structure. Better outcomes, increased closure,
clarity and attention to results.

Transition Model
Internal Processing
William Bridges Model
• Endings
• Neutral Zone
• New Beginnings
Outcomes

1. Purpose – “Why are we doing this?”

2. Picture – “What will it look like?”

3. Plan – “How will we get there?

4. Part – “What is my role?”
DocuSign Envelope ID: 843266A9-EEB6-4F33-8A9F-87FD3330B5AA #1..
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Page | 6 The Source for Organizational Health The Table Group, Inc. Confidential and Proprietary Information Ideal Team Player
Selecting Team Players
• Humble
• Hungry
• Smart
Outcomes
• The understanding and application of Ideal Team
Player concepts and tools within the Executive
Team and Organization.

Three Signs of a
Miserable Job
Employee Engagement Equipping

1. Anonymity

2. Irrelevance

3. Immeasurement
Outcomes
• Leaders and Managers understand what their
employees require to be highly engaged in the
Company.

The Six Types of
Working Genius
Types of Geniuses

1. Wonder

2. Invention

3. Discernment

4. Galvanizing

5. Enablement

6. Tenacity
Outcomes

1. What Are My Two Working Geniuses?

2. What Are My Two Working Frustrations?

3. What Are My Two Working Competencies?

4. What Are Our Team’s Strengths /
Weaknesses?

5. How Do We Leverage / Mitigate Them?
Next Level
Leadership Teams
Preparing the Next Level
• Five Behaviors of a Cohesive
Team
• Leveraging Clarity Statements
• Leading Their Teams
Outcomes
• Discussing and preparing for introduction of
Table Group’s concepts and tools to Next Level
Leadership Teams.

Company Roll Out
Cascading Over-Communication
• The Cohesion Journey
• The Clarity Statements
• Organizational Application
Outcomes
• Executive Leadership has the opportunity to
introduce the Cohesion / Clarity journey via a
Company-wide Roll Out, augmented by Table
Group Consultants.

Executive Equipping
Transference
• The Motive
• Ongoing Executive Access
• Quarterly Team Check-Ins
Outcomes
• Equipping the Executive Leader to drive
Organizational Health throughout the entity and
remaining available to the Executive for any
desired assistance.

DocuSign Envelope ID: 843266A9-EEB6-4F33-8A9F-87FD3330B5AA #1..
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Page | 8 The Source for Organizational Health The Table Group, Inc. Confidential and Proprietary Information Both parties below agree to the terms set forth above:
_______________________________________________________________________ City of Modesto Representative Date
_______________________________________________________________________ Neil Sullivan Date
Please Note:

Table Group engagements are contracted by independent, licensed Table Group Consultants under their individual corporate entities. This engagement will be contracted by:

Neil Sullivan, LLC
5075 St. Celestine Ct.

Concord, CA 94521
925-876-5856
EIN: 82-2233433
DocuSign Envelope ID: 843266A9-EEB6-4F33-8A9F-87FD3330B5AA #1..
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City of Modesto Schedule of Fees | Dates
City of Modesto Organizational Health Program
EST. DATES
2026-2031
Consulting Fee Structure:

Table Group Standard 1-Day Session Engagement Fee
City of Modesto Discount (53%)
Revised City of Modesto 1-Day Session Engagement Fee:

Modesto TEAMinar Pricing:

Additional Team Fee added to 1-Day Engagement Fee
(TEAMinar Pricing = 1 Day Fee + Additional Team[s] Fee) $32,000.00
($17,00.00)
$15,000.00
$6,500/Team
Per Year Pricing Estimates:
1-Day Executive Team Offsite x Two (2) Offsites per Year

TEAMinar (2 Teaminars x 5 Teams per Teaminar) per Year
(TEAMinar Pricing = 1 Day Fee + Additional Team[s] Fee) Materials Fees

1. Participant Offsite Handout Binder

2. Team Assessments & Reports
a. Table Group Team Assessment
b. Myers Briggs Type Indicator or Similar Assessment

3. Tailored In-Depth Offsite Notes (Post-Session)

4. Tailored 2-page Playbook (Post Session)
Administrative Fee
Date Change Fee
$250.00
/Person
$500/Offsite
$5,000.00, if
incurred.

Contract Minimum | A minimum of ten (10) 1Day Sessions are required within the Contract to secure City of Modesto Discounted Pricing.
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Page | 2 The Source for Organizational Health The Table Group, Inc. Confidential and Proprietary Information Expenses | Travel for Consultants is billed separately including: meals, ground transportation, hotel, airfare, etc. Expenses related to additional contractual requirements will be added to client cost and invoiced.

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

Date Change Policy | Cancellation or date change for any reason within 45 calendar days scheduled Date will incur a $5,000.00 Date Change Fee, plus any incurred expenses associated with that session.

This cancellation policy represents the reasonable estimate of lost fees due to the client reserving a specific date(s).
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Executive Team and Management Engagement Services
Table Group (Neil Sullivan) 909500
Neil Sullivan 9258765856
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&RPPHQWV (Max 630 characters; please attach a memo for more.):

DeAnna Christensen
DeAnna Christensen
Carol Wattle
Dianne Love
DeAnna Christensen
The City of Modesto has been utilizing the Table Group over the last 7 years to develop and strengthen the organizational health and team effectiveness across the Executive Team and City management teams across the organization. This firm has define techniques, disciplines and curriculum that is specifically utilized under literature patent by the owner Patrick Lencioni. This new agreement will continue to utilize these tools and fundamentals with existing and new leadership across all departments. The training techniques are based on a specific author who is the part owner of this firm we cannot solicit a new bid based on these team building techniques.

Services provided here are unique to this consultant. It would not be beneficial to solicit based on the techniques this consultant offers.
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Bid Waiver Approval Form_The Table Group v2
Final Audit Report 2025-09-23
Created: 2025-09-22
By: Juana Lynch ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAAZCrnIThoHiyUDLKbJ_8Gidbr9_pRc4H6 "Bid Waiver Approval Form_The Table Group v2" History
Document created by Juana Lynch ([email protected]) 2025-09-22 - 8:24:42 PM GMT
Document emailed to DeAnna Christensen ([email protected]) for signature 2025-09-22 - 8:26:43 PM GMT
Email viewed by DeAnna Christensen ([email protected]) 2025-09-22 - 8:27:43 PM GMT
Document e-signed by DeAnna Christensen ([email protected]) Signature Date: 2025-09-22 - 8:28:16 PM GMT - Time Source: server Document emailed to Carolanne Wattle ([email protected]) for signature 2025-09-22 - 8:28:18 PM GMT
Email viewed by Carolanne Wattle ([email protected]) 2025-09-22 - 8:58:40 PM GMT
Document e-signed by Carolanne Wattle ([email protected]) Signature Date: 2025-09-22 - 9:01:16 PM GMT - Time Source: server Document emailed to Celestia Love ([email protected]) for signature 2025-09-22 - 9:01:18 PM GMT
Email viewed by Celestia Love ([email protected])
2025-09-22 - 11:33:30 PM GMT
Document e-signed by Celestia Love ([email protected]) Signature Date: 2025-09-23 - 4:27:49 PM GMT - Time Source: server Document emailed to [email protected] for signature 2025-09-23 - 4:27:51 PM GMT
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Email viewed by [email protected]
2025-09-23 - 6:26:18 PM GMT
Signer [email protected] entered name at signing as DeAnna Christensen 2025-09-23 - 6:26:35 PM GMT
Document e-signed by DeAnna Christensen ([email protected]) Signature Date: 2025-09-23 - 6:26:37 PM GMT - Time Source: server Agreement completed. 2025-09-23 - 6:26:37 PM GMT
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FINANCIAL INTEREST DISCLOSURE
Any contract award 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 Consultant until all person with a direct or indirect financial interest of greater than $2,000 in the Bidder are identified by name.

Bidder must therefore complete this 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 Consultant shall identify any person with a financial interest in the Consultant 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 Consultant 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 Consultant 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 Consultant 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. #1..
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California Levine Act Disclosure
California Government Code Section 84308, also known as the "Levine Act", prohibits City “officers” from participating in any action related to a license, permit, or other entitlement for use (a “proceeding”) if such member accepts, solicits, or directs political contributions from a party to the proceeding or their agent totaling more than $500 while the proceeding is pending before the agency, and for twelve (12) months following the date a decision concerning the proceeding has been made. The Levine Act also requires disclosure of such contribution by a party to the proceeding.

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

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

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

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

2. Do you, or your company, or any agent on behalf of you or your company, anticipate or plan to make any political contribution of more than $500 to any City officer in the twelve (12) months following any Council action related to this contract?
___ YES If yes, please identify the Councilmember(s):
_X__ NO
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

December 17, 2025
Date: November 25, 2025
TO: Finance Committee
Rose Escutia-Braaton, Chair
David Wright, Vice-Chair
Nick Bavaro, Committee Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Christina Alger, Director of Human Resources
SUBJECT: NEOGOV Agreement
CONTACT: Dawn Kelley, Human Resources Manager
[email protected], 209-577-5490
DESCRIPTION:

Consider an Agreement with GovernmentJobs.com, Inc., El Segundo, CA, doing business as NEOGOV, for an electronic recruitment, on-boarding and off-boarding processes with the Learn platform and eForms modules with Single Sign-on for a total amount not to exceed $558,393 and forwarding to Council for approval. (Funding Source: Various Funds) STRATEGIC PLAN ELEMENT:

This item supports the 2025-2026 Strategic Plan’s Service and Delivery Goals & Strategies – Build a High-Performance Organization.

BACKGROUND:

The City began using NEOGOV’s Insight Module in 2007, an electronic platform with an annual subscription for all recruitment processes, from job postings to applications, applicant tracking, candidate notifications and testing.

The City currently uses a product, Vector Solutions, to manage the learning and training programs. This platform is difficult to manage, with manual process required to create accounts, reset passwords, assign trainings, and track completions. The existing system lacks employee engagement, connection to growth and development and has limitations in reporting. Supervisors do not have access to manage training for staff. Tracking certifications and licenses is handled by multiple departments, leading to potential compliance issues. Updating supervisor and department information for employees is a manual process, leading to missed updates due to position changes and there is no ability to integrate with NEOGOV and Oracle. The Learn module would replace this outdated program.
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Finance Committee, December 17, 2025
NEOGOV Agreement

The City operates on a hybrid model of personnel file storage with 40% contained electronic and 60% in paper. eForms is a digital personnel file storage and routing system and would eliminate the 1400- 2000 onsite personnel files while creating a secure accessible electronic file for all.

On July 10, 2018, by Resolution No. 2018-280, Council approved an agreement with GovernmentJobs.com to include Electronic Onboarding and on November 12, 2019, by Resolution No. 2019-507, Council approved an amendment to add the Performance Management module to the contract and annual subscription to support the Strategic Commitment for Effective, Responsive and Transparent Government by embracing best practices, enhancing technology to improve efficiency and service delivery, making the City an employer of choice.

DISCUSSION:

On December 9, 2025, the City Manager authorized the Purchasing Manager to solicit the procurement for an electronic recruitment, on-boarding and off-boarding processes with the Learn platform and eForms modules with Single Sign-on. The Human Resources Department has been looking at ways to expand the use of the learning system. As a public agency, the training offered through the existing course catalog with Vector Solutions does not meet our needs. NEOGOV Learn is designed for public agencies and the course catalog more closely matches the needs of the varied departments of the City. Learn provides an engaging and intelligent system for assigning, tracking, and reporting on training, including a robust catalog of over 1,200 publicsector specific courses. It allows for automated assignment of compliance training, recurring enrollments, and tracking of certifications and licenses with expiration date reminders. Learn automatically syncs employee data eliminating manual account creation while seamlessly integrating across the entire NEOGOV platform creating a cohesive employee development experience.

NEOGOV eForms will centralize employee forms and documents into a digital repository, enabling quick searches, automated workflows, and audit trails to boost efficiency. Cloud-based personnel file storage will ensure secure, accessible records that align with smart city tech stacks, specific technologies and standards used to ensure interoperability between systems, and improve operational speed in governance tasks, while reducing paper, printing, and physical storage. This system will allow self-service for employees to change their address, update beneficiary information and emergency contact information.

Single sign-on capability is an advancement request of our Information Technology Department and supports ease of access. Employees at all levels access NEOGOV for a multitude of activities and currently must maintain a separate password.

This Agreement would combine all subscription services with NEOGOV into one invoice.

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. Therefore, staff recommends award for an electronic recruitment, on-boarding and off-boarding processes with the Learn platform and eForms modules with Single Sign-on of this Agreement to NEOGOV should be exempt from the formal bidding procedures in accordance with Modesto Municipal Code 8-3.204(b) since NEOGOV is the Sole Provider of ] electronic #2..
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Finance Committee, December 17, 2025
NEOGOV Agreement

recruitment software that includes on-boarding and off-boarding processes with the Learn platform and eForms modules with Single Sign-on.

FISCAL IMPACT:

The total cost for this agreement will not exceed $558,393 for all services for the term of the agreement for a term of January 16, 2026 through February 14, 2029.

The chart below is a summary of historical costs for the three modules the City already uses.

The HR Department negotiated favorable discounts with the addition of two (2) modules of 40%, 20%, and 5% for the upcoming years below respectively. The table below outlines the discount on Learn, eForms, Single Sign-on and course management import over the terms of the contract. The chart below shows full cost for the extended term. 2026/2027 2027/2028 2028/2029 Total Cost
On-going Current
Subscription
$99,846 $104,838 $110,080 $314,764
New Subscription $55,570 $72,669 $94,041 $222,280
Set-up Costs $21,349 $21,349
Total Cost $176,765 $177,507 $204,121 $558,393
Cost savings will be realized to offset the General Fund impact through supplies and labor in the amount of $46,216 annually. Funding for set-up costs will be absorbed by the employee benefits fund. The Information Technology (IT) Fund within the IT Department, funded by internal services funds from all departments, will fund recurring costs annually.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the Sole Source Agreement with GovernmentJobs.com, Inc., El Segundo, CA, doing business as NEOGOV, for an electronic recruitment, on-boarding and off-boarding processes with the Learn platform and eForms modules with Single Sign-on for a three-year term of January 16, 2026, through February 14, 2029, for a total amount not to exceed $558,393 and forwarding to Council for approval.

Christina Alger, Director of Human Resources
Joseph P. Lopez, City Manager
Attachments:

1. NEOGOV Order Form
NEOGOV Annual 2021/2022 2022/2023 2023/2024 2024/2025 2025/2026 Subscription Fees $64,897 $69,510 $79,658 $91,582 $96,938 #2..
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Finance Committee, December 17, 2025
NEOGOV Agreement

2. NEOGOV Service Agreement

3. Financial Interest Disclosure form

4. CA Levine Act Disclosure form

5. Bid Waiver
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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 #2..
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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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1 SERVICES AGREEMENT
V011025
You agree that by placing an order through a NEOGOV standard ordering document such as an “Order Form”, “Service Order,” “Ordering Document,” “SOW” or other document mutually agreed by the parties detailing the services, pricing and subscription term (each, an “Order Form” for purposes of this Agreement), you agree to follow and be bound by the terms and conditions set forth herein. “Governmentjobs.com”, “NEOGOV”, “we”, and “our” means Governmentjobs.com, Inc. (D/B/A/ NEOGOV), for and on behalf of itself and its subsidiaries PowerDMS, Inc., Cuehit, Inc., Ragnasoft LLC (D/B/A/ PlanIT Schedule), and Design PD, LLC (D/B/A Agency360) (collectively, “NEOGOV” and, where applicable, its other affiliates; “Customer”, “you”, “your” means the NEOGOV client, customer, and/or the subscriber identified in the Order Form). “Services Agreement” or the “Agreement” shall be used to collectively refer to this NEOGOV Services Agreement, documents incorporated herein including the applicable Order Form, each Addendum (as applicable), and Special Conditions (if any). “Addendum” means each Addendum set forth either as an Exhibit hereto or otherwise made available at https://www.neogov.com/service-specifications (the “NEOGOV Site”) and, as applicable, made a part of this Agreement. “Special Conditions” means individually negotiated variations, amendments and/or additions to this Service Agreement of which are either drafted, or incorporated by reference, into the Order Form.

1. Provision of Services. Subject to the terms of this Agreement NEOGOV hereby agrees to provide Customer with access to its SaaS Applications and Professional Services (each defined below) included or ordered by Customer in the applicable Order Form (collectively referred to as the “Services”). In addition, to the extent NEOGOV provides Customer with access to additional NEOGOV software in order to access Customer Data (as defined below) or otherwise enhance product implementation or functionality, Customer’s use of such software will be deemed to be part of the Services and the terms and conditions of this Agreement shall apply. Customer hereby acknowledges and agrees that NEOGOV’s provision and performance of, and Customer’s access to, the Services is dependent and conditioned upon Customer’s full performance of its duties, obligations and responsibilities hereunder. This Agreement entered into as of the earlier of: (i) date of your signature on an applicable Order Form; or (ii) use of the Services commences (the “Effective Date”). The Agreement supersedes any prior and contemporaneous discussions, agreements or representations and warranties.

2. SaaS Subscription.
a) Subscription Grant. “SaaS Applications” means each proprietary NEOGOV web-based software-as-a-service application that may be set forth on an Order Form and subsequently made available by NEOGOV to Customer, and associated components as described in any written service specifications made available to Customer by NEOGOV (the “Service Specifications”). Subject to and conditioned on Customer’s and its Authorized Users’ compliance with the terms and conditions of this Agreement, NEOGOV hereby grants to Customer a limited, non-exclusive, non-transferable, and nonsublicensable right to (i) onboard, access and use, and to permit Authorized Users to onboard, access and use, the SaaS Applications specified in the Order Form solely for Customer’s internal, non-commercial purposes; (ii) generate, print, and download Customer Data as may result from any access to or use of the SaaS Applications; and (iii) train Authorized Users in uses of the SaaS Applications permitted hereunder (these rights shall collectively be referred to as the “SaaS Subscription”). “Authorized Users” means (1) Customer employees, agents, contractors, consultants (“Personnel”) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Services Agreement and (2) for whom access to the Services has been purchased hereunder. You shall not exceed the usage limits (if any) as detailed in the user tier in the applicable Order Form. You may not access the SaaS Applications if you are a direct competitor of NEOGOV or its affiliates. In addition, you may not access the SaaS Applications for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes. You shall be responsible for each Authorized User’s access to and use of the SaaS Applications and compliance with applicable terms and conditions of this Agreement.
b) Subscription Term. Unless otherwise specified in an applicable Order Form, SaaS Subscriptions shall commence on the Effective Date and remain in effect for twelve (12) consecutive months, unless terminated earlier in accordance with this Agreement (the “Initial Term”). Thereafter, SaaS Subscriptions shall automatically renew for successive twelve (12) month terms (each a “Renewal Term” and together with the Initial Term, collectively, the “Term”) unless a party delivers to the other party, at least thirty (30) days prior to the expiration of the Initial Term or the applicable Renewal Term, written notice of such party’s intention to not renew the SaaS Subscriptions, or unless terminated earlier in accordance with this Agreement. The Term for the Services is a continuous and non-divisible commitment for the full duration regardless of any invoice schedule. The purchase of any Service is separate from any other order for any other Service.

Customer may purchase certain Services independently of other Services. Your obligation to pay for any Service is not contingent on performance of any other Service or delivery of any other Service. #2..
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2 3. Customer Responsibilities.
a) Managing the Subscription. Customer may use the Service in a manner consistent with the terms of this Agreement.

Customer will provide NEOGOV all information needed to process the Order Form to activate the subscription and provision the Service to the Customer.
b) Managing Authorized Users. Customer is responsible for managing the Authorized Users on its account on the Service. i) Invitations and Permissions. Customer is responsible for determining which persons to invite to join the Customer’s account on the Service and for all actions by Authorized Users on Customer’s account on the Service. Customer is solely in control of the individual permissions on the Customer’s account. ii) Customer Obligations. Customer must: (A) obtain any rights, permissions, or consents that are necessary for the Authorized User’s lawful use of Customer Data and the operation of the Service; (B) ensure that the transfer and processing of Customer Data under the Agreement is lawful; and (C) respond to and resolve any dispute with an Authorized User relating to or based on Customer Data, the Service, or Customer’s failure to fulfill its obligations under the Agreement or applicable law. Customer will not, and will ensure its Authorized Users do not (a) make any of the Services available to anyone other than Authorized Users or use any Services for the benefit of anyone other than Customer and its Authorized Users, unless otherwise agreed in writing by the parties, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any of the Services, or include any of the Services in a service bureau or outsourcing offering, unless otherwise agreed in writing by the parties, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of the privacy rights, publicity rights, copyright rights, or other rights of any person or entity, (d) use the Services to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses, (e) interfere with or disrupt the integrity or performance of the Services (including, without limitation, activities such as security penetration tests, stress tests, and spamming activity), (f) attempt to gain unauthorized access to the Services or its related systems or networks, (g) disassemble, reverse engineer, or decompile the Services, or modify, copy, or create derivative works based on the Services or any part, feature, function or user interface thereof, (h) remove the copyright, trademark, or any other proprietary rights or notices included within NEOGOV Intellectual Property and on and in any documentation or training materials, or (i) use the Services in a manner which violates the terms of this Agreement, any Order Form or any applicable laws.

4. Professional Services. “Professional Services” shall mean professional services purchased by Customer as detailed in an applicable Order Form or NEOGOV Scope of Work (SOW) describing the work to be performed, fees, and any applicable milestones, dependencies, and other technical specifications or related information. Professional Services include training, set-up, implementation, and best practices of and concerning the SaaS Applications. Professional Services are subject to the terms of the Professional Services Addendum made available on the NEOGOV Site and made a part hereof and may be subject to additional terms pursuant to an SOW and Service Specifications describing, if applicable, the work to be performed, fees, and any applicable milestones, dependencies, and other technical specifications or related information. Order Forms or SOWs must be signed by Customer before NEOGOV shall commence work. If Customer executes a separate SOW, this Agreement and documents incorporated herein (including but not limited to the Professional Services Addendum) shall control in the event of a conflict with the terms of the SOW.

5. Payment Terms.
a) Fees. Customer shall pay all Subscription, Onboarding and Set-Up fees (“Subscription Fees”) and Professional Service fees (“Professional Service Fees”, collectively the “Fees”) as set forth in an Order Form within thirty (30) days of the date of NEOGOV’s invoice. Fees shall be invoiced annually in advance and in a single invoice for each Term. Unless explicitly stated otherwise in an Order Form, all payments due under an Order Form are expressed in and shall be paid in U.S. dollars. Invoices shall be delivered to the stated “Bill To” party on the Order Form. Unless explicitly provided otherwise, once placed the Order Form is non-cancellable and sums paid nonrefundable. Any invoiced amount that is not received by NEOGOV when due as set forth in an Order Form will be subject to a late payment fee of 1.5% per month or the maximum rate permitted by law, whichever is lower. If any amount owing by Customer is more than 30 days overdue, NEOGOV may, without limiting its other rights and remedies, suspend the Services until such amounts are paid in full. If Subscription Fees are based upon the Authorized User or employee count as may be specified in an Order Form, Customer shall owe NEOGOV supplemental Subscription Fees to the extent Customer exceeds the number of Authorized Users or employees set forth in the Order Form. Except as otherwise specifically stated in the Order Form, NEOGOV may change the charges for the Services with effect from the start of each Renewal Term by providing Customer with new pricing at least thirty (30) day notice prior to commencement of a Renewal Term. The new pricing shall be deemed to be effective if Customer (a) returns an executed Order Form to NEOGOV, (b) remits payment to NEOGOV of the fees set forth in the invoice referencing the new pricing, or (c) the Customer or any of its Authorized Users access or use the Services after the expiration of the previous Term. #2..
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3 b) Taxes. Customer will pay all taxes, duties and levies imposed by all federal, state, and local authorities (including, without limitation, export, sales, use, excise, and value-added taxes) based on the transactions or payments under this Agreement, except those taxes imposed or based on NEOGOV’s net income or those exempt by applicable state law.

Customer shall provide NEOGOV with a certificate or other evidence of such exemption within ten (10) days after the Effective Date of this Agreement and thereafter upon NEOGOV’s request therefor. c) Purchase Orders. Any reference to a purchase order in an Order Form or any associated invoice is solely for Customer's convenience in record keeping, and no such reference or any delivery of services to Customer following receipt of any purchase order shall be deemed an acknowledgement of or an agreement to any terms or conditions referenced or included in any such purchase order. If a purchase order is delivered by Customer in connection with the purchase of Services, none of the terms and conditions contained in such purchase order shall have any effect or modify or supersede the terms and conditions of this Agreement. NEOGOV’s failure to object to terms contained in any such purchase order shall not be a waiver of the terms set forth in this provision or in this Agreement.

6. Term and Termination.
a) Term. This Agreement shall commence on the Effective Date and shall remain in effect until all SaaS Subscriptions have expired and/or both parties have achieved full performance of Professional Services, unless it is terminated earlier in accordance with this Agreement.
b) Termination for Cause; Effect of Termination. Either Party may terminate this Agreement immediately if the other is in material breach of this Agreement and such breach is not cured within thirty (30) days following non-breaching party’s written specification of the breach. NEOGOV may suspend the Services or terminate this Agreement immediately in the event the Services or Customer’s use of the Services provided hereunder pose a security risk to the Services, NEOGOV or any third party, or become illegal or contrary to any applicable law, rule, regulation, or public policy. Upon expiration or any termination of this Agreement, Customer shall cease all use and refrain from all further use of the Services and other NEOGOV Intellectual Property. Additionally, Customer shall be obligated to pay, as of the effective date of such expiration or termination, all amounts due and unpaid to NEOGOV under this Agreement. Unless otherwise specified, following 90 days after expiration or termination of the Agreement NEOGOV may remove Customer Data from NEOGOV Services and without Customer consent or notice.

7. Audit Rights. Upon reasonable notice, NEOGOV or its agent shall have the right to audit Customer’s records relating to its compliance with this Agreement. Customer shall cooperate fully with this audit. If any audit conducted under this Section indicates that any amount due to NEOGOV was underpaid, Customer shall within three (3) business days pay to NEOGOV the amount due. All expenses associated with any such audit shall be paid by NEOGOV unless the audit reveals underpayment in excess of five percent (5%), in which case Customer shall pay such expenses as well as any amount due to NEOGOV.

8. Maintenance; Modifications; Support Services.
a) Maintenance, Updates, Upgrades. NEOGOV maintains NEOGOV’s hardware and software infrastructure for the Services and is responsible for maintaining the NEOGOV server operation and NEOGOV database security. NEOGOV may in its sole discretion, periodically modify, Update, and Upgrade the features, components, and functionality of the Services during the Term. “Update” means any update, bug fix, patch or correction of the Services or underlying NEOGOV software that NEOGOV makes generally available to its customers of the same module, excluding Upgrades.

Updates are automatic and available upon Customer’s next login to the Services following an Update at no additional cost to Customer. “Upgrade” means any update of the Services or underlying NEOGOV software such as platform updates, and major product enhancements and/or new features that NEOGOV makes commercially available. NEOGOV shall have no obligation to provide Upgrades to customers and retains the right to offer Upgrades free of cost or on a per customer basis at additional cost. NEOGOV shall have no liability for, or any obligations to, investments in, or modifications to Customer’s hardware, systems or other software which may be necessary to use or access the Services due to a modification, Update, or Upgrade of the Services. b) Program Documentation; Training Materials. “Program Documentation” shall mean all user guides, training, and implementation material, and Service descriptions provided by NEOGOV to Customer in connection with the Services.

NEOGOV hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use, print, and distribute internally via non-public platforms, the Program Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services. Primary training of NEOGOV Services is conducted by selfreview of online materials. NEOGOV’s pre-built, online training consists of a series of tutorials to introduce the standard features and functions (the “Training Materials”). The Training Materials may be used as reference material by Customer Personnel conducting day-to-day activities.
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4 c) Implementation. For Services requiring implementation, NEOGOV implementation supplements the Training Materials and is conducted off-site unless otherwise agreed in the Order Form. For an additional fee as detailed on an applicable Order Form, NEOGOV personnel will provide consultation on best practices for setting up the Services, answer Customer questions during the implementation period, and use commercially reasonable efforts to ensure Authorized User Admins grasp the system. The length of the implementation time is dependent on the type of Service and the Customer’s responsiveness. NEOGOV is not responsible or liable for any delay or failure to perform implementation caused in whole or in part by Customer's delay in performing its obligations hereunder and, in the event of any such delay, NEOGOV may, in its sole discretion, extend all performance dates as NEOGOV deems reasonably necessary. d) Support. Phone support for the Services is available to Customer Monday through Friday, excluding NEOGOV holidays.

Customer may submit a request for online support for the Services 24 hours a day, seven days a week, and the NEOGOV support desk will acknowledge receipt of the request within a reasonable time. The length of time for a resolution of any problem is dependent on the type of case.
e) Limitations. Unless otherwise specified in the Order Form, this Agreement does not obligate NEOGOV to render any maintenance or support services that are not expressly provided herein, including, but not limited to data uploads, manual data entry, migration services, data conversion, refinement, purification, reformatting, SQL dump, or process consultation.

9. NEOGOV Intellectual Property Rights.
a) NEOGOV shall exclusively own all right, title and interest in and to all pre-existing and future intellectual property developed or delivered by NEOGOV including all Services, products, systems, software (including any source code or object code) or Service Specifications related thereto, Updates or Upgrades, trademarks, service marks, logos and other distinctive brand features of NEOGOV and all proprietary rights embodied therein (collectively, the “NEOGOV Intellectual Property”). This Agreement does not convey or transfer title or ownership of the NEOGOV Intellectual Property to Customer or any of its users. All rights not expressly granted herein are reserved by NEOGOV. Other than recommendation use or as required by law, all use of NEOGOV trademarks must be pre-approved by NEOGOV prior to use. Trademarks shall include any word, name, symbol, color, designation or device, or any combination thereof that functions as a source identifier, including any trademark, trade dress, service mark, trade name, logo, design mark, or domain name, whether or not registered.
b) Customer may, but is not obligated to, provide NEOGOV with suggestions, ideas, enhancement requests, or other feedback (“Feedback”). If Customer provides any such Feedback to NEOGOV, Customer hereby grants NEOGOV a nonexclusive, perpetual, irrevocable, royalty-free license to use all Feedback for any purpose. Feedback is provided to NEOGOV on an “as-is” basis without warranties of any kind.

10. Data Processing and Privacy.
a) Customer Data. “Customer Data” shall mean all data that is owned or developed by Customer, whether provided to NEOGOV by Customer or provided by a third party to NEOGOV in connection with NEOGOV’s provision of Services to Customer, including Personnel data collected, loaded into, or located in Customer data files maintained by NEOGOV.

NEOGOV Intellectual Property, including but not limited to the Services and all derivative works thereof, NEOGOV Confidential Information, and Platform Data do not fall within the meaning of the term “Customer Data”. Customer exclusively owns all right, title, and interest in and to all Customer Data. Customer grants NEOGOV a license to host, use, process, display, create non-personal derivative works of, and transmit Customer Data to provide the Services.

NEOGOV reserves the right to delete or disable Customer Data stored, transmitted or published by Customer using the Services upon receipt of a bona fide notification that such content infringes upon the intellectual property rights of others, or if NEOGOV otherwise reasonably believes any such content is in violation of this Agreement. b) Platform Data. “Platform Data” shall mean any anonymized data reflecting the access to or use of the Services by or on behalf of Customer or any user, including statistical or other analysis and performance information related to the provision and operation of the Services including any end user visit, session, impression, clickthrough or click stream data, as well as log, device, transaction data, or other analysis, information, or data based on or derived from any of the foregoing.

NEOGOV shall exclusively own all right, title and interest in and to all Platform Data. Customer acknowledges NEOGOV may compile Platform Data based on Customer Data input into the Services. Customer agrees that NEOGOV may use Platform Data to the extent and in the manner permitted under applicable law. Such anonymized data neither identifies Customer or its users, nor can Customer or any its users can be derived from such data. #2..
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5 c) Data Processing Agreement. The parties agree that the terms of the NEOGOV Data Processing Addendum (“DPA”) made available on the NEOGOV Site is hereby incorporated herein by reference and made part of this Agreement and governs NEOGOV's processing of Personal Data.
d) Data Responsibilities.
i) NEOGOV will maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the Customer Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Customer Data by NEOGOV personnel except (a) to provide the Services and prevent or address service or technical problems, (b) as compelled by applicable law, or (c) as Customer expressly permits in writing. Customer acknowledges and agrees that it is commercially reasonable for NEOGOV to rely upon the security processes and measures utilized by NEOGOV’s cloud infrastructure providers.
ii) Customer is solely responsible for the development, content, operation, maintenance, and use of Customer Data, including but not limited to compliance with applicable laws. NEOGOV will have no responsibility or liability for the accuracy of the Customer Data prior to receipt of such data into the Services. Without limiting the foregoing, Customer shall be solely responsible for and shall comply with all applicable laws and regulations relating to (a) the accuracy and completeness of all information input, submitted, or uploaded to the Services, (b) the privacy of users of the Services, including, without limitation, providing appropriate notices to and obtaining appropriate consents from any individuals to whom Customer Data relates; and (c) the collection, use, modification, alteration, extraction, retention, copying, external storage, disclosure, transfer, disposal, and other processing of any Customer Data.

NEOGOV is not responsible for lost data caused by the action or inaction of Customer or Authorized Users. Unless otherwise mutually agreed in writing, Customer shall not maintain any financial, health, payment card, or similarly sensitive data that imposes specific data security or data protection obligations within the Services. Customer shall provide and institute all appropriate tools and procedures required to ensure the security of its own information system and, more specifically, to prevent, detect and destroy the occurrence of any viruses. e) Breach Notice. NEOGOV will notify Customer of unauthorized access to, or unauthorized use, loss or disclosure of Customer Data within its custody and control (a “Security Breach”) within 72 hours of NEOGOV’s confirmation of the nature and extent of the same or when required by applicable law, whichever is earlier. Each party will reasonably cooperate with the other with respect to the investigation and resolution of any Security Breach. If applicable law or Customer’s policies require notification of its Authorized Users or others of the Security Breach, Customer shall be responsible for such notification.
f) Data Export, Retention and Destruction. Customer may export or delete Customer Data from the Services at any time during a Subscription Term, using the existing features and functionality of the Services. Customer is solely responsible for its data retention obligations with respect to Customer Data. If and to the extent Customer cannot export or delete Customer Data stored on NEOGOV’s systems using the then existing features and functionality of the Services, NEOGOV will, upon Customer's written request, make the Customer Data available for export by Customer or destroy the Customer Data. If Customer requires the Customer Data to be exported in a different format than provided by NEOGOV, such additional services will be subject to a separate agreement on a time and materials basis. Except as otherwise required by applicable law, NEOGOV will have no obligation to maintain or provide any Customer Data more than ninety (90) days after the expiration or termination of this Agreement. Customer acknowledges that it is solely responsible for determining any retention requirements with respect to the Customer Data as required by applicable law and NEOGOV disclaims all liability in connection with such determination. In addition, to the extent Customer requests that NEOGOV retain Customer Data beyond the expiration of the retention period required by applicable law, rule or regulation, NEOGOV disclaims all liability in connection with retaining such Customer Data including but not limited to any claims related to loss or destruction of such Customer Data.

11. Third Party Services. The Services may permit Customer and its Authorized Users to access services or content provided by third parties through the Services (“Third Party Services”). Customer agrees that NEOGOV is not the original source and shall not be liable for any inaccuracies contained in any content provided in any of the Third Party Services. NEOGOV makes no representations, warranties or guarantees with respect to the Third Party Services or any content contained therein. NEOGOV may discontinue access to any Third Party Services through the Services if the relevant agreement with the applicable third party no longer permits NEOGOV to provide such access. If loss of access to any Third Party Services (to which Customer has a subscription under this Agreement) occurs during a Subscription Term, NEOGOV will refund to Customer any prepaid fees for such Third Party Services covering the remainder of the Subscription Term.

12. Nondisclosure.
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6 a) Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer's Confidential Information includes its Customer Data. NEOGOV Confidential Information includes the NEOGOV Intellectual Property and the Services. The Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party.

However, Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party.
b) Obligations. The Receiving Party will: (i) use the same degree of care it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care); (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (iii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its employees and contractors who need access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not less protective of the Confidential Information than those herein.
c) Exceptions. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.
d) Equitable Relief. The parties recognize and agree there may be no adequate remedy at law for breach of the provisions of the confidentiality obligations set forth in this Section 12, that such a breach may irreparably harm the Disclosing Party and the Disclosing Party is entitled to seek equitable relief (including, without limitation, an injunction) with respect to any such breach or potential breach in addition to any other remedies available to it at law or in equity.

13. Representations, Warranties, and Disclaimers.
a) Mutual Representations. Each party represents and warrants to the other party that (i) it has full power and authority under all relevant laws and regulations and is duly authorized to enter into this Agreement; and (ii) to its knowledge, the execution, delivery and performance of this Agreement by such party does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. b) Additional Customer Representations and Warranties. Customer hereby represents and warrants to NEOGOV that: (1) Customer and Authorized Users have all necessary rights and authority to upload Customer Data to the Service without violating any third party’s proprietary or privacy rights, including intellectual property rights; (2) Customer Data does not contain any viruses, worms, Trojan horses, or other harmful or destructive code or content; and (3) Customer will use the Service in compliance with all laws, rules, regulations, and this Agreement. c) Service Performance Warranty. NEOGOV warrants that it provides the Services using a commercially reasonable level of care and skill and in a professional manner in accordance with generally recognized industry standards for similar services.
d) No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS WARRANTY SECTION, THE SERVICES AND ANY OTHER INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND CUSTOMER’S USE OF THE SERVICES IS AT ITS OWN RISK. NEOGOV DOES NOT MAKE, AND

HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING,

BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,

NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NEOGOV DOES NOT WARRANT THAT THE SERVICES WILL BE

UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ANY ERROR WILL BE CORRECTED.
e) Disclaimer of Actions Caused by and/or Under the Control of Third Parties. NEOGOV DOES NOT AND CANNOT

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7 INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT CUSTOMER’S CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). ALTHOUGH NEOGOV WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL

ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, NEOGOV CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, NEOGOV DISCLAIMS ANY AND

ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS OR WITH RESPECT TO ANY THIRD PARTY SERVICES.
f) No Medical Advice. Through certain Services, NEOGOV may make certain telehealth related information available to Customer and/or facilitate user access to telemedicine, expert medical services, and/or emergency medical services.

NEOGOV is independent from healthcare providers who provide telemedicine services and is not responsible for such healthcare providers’ acts, omissions or for any content or communications made by them. The Services do not provide medical advice and do not create a healthcare provider/patient relationship between Customer and NEOGOV or otherwise. Any Services, or content accessed from the Services, are for informational purposes only and do not constitute medical advice. Customer should seek professional medical advice, diagnosis, and/or treatment for any and all medical conditions, whether as a result of using Services or otherwise. NEOGOV IS NOT RESPONSIBLE OR LIABLE FOR

ANY ADVICE, COURSE OF TREATMENT, DIAGNOSIS OR ANY OTHER TREATMENT OR INFORMATION THAT CUSTOMER OR ITS USERS MAY OBTAIN THROUGH THE USE OF THE SERVICES.

14. Indemnification.
a) Customer Indemnity. To the extent permitted by applicable law, Customer will defend and indemnify NEOGOV from and against any claim, demand, suit or proceeding made or brought against NEOGOV (i) by a third party alleging that any Customer Data infringes or misappropriates such third party's intellectual property rights, (ii) in connection with Customer’s violation of any applicable laws, or (iii) any claim or allegation by any third party resulting from or related to Customer’s or any of its Authorized User’s breach of Section 3 of this Agreement. b) NEOGOV Indemnity. Subject to subsections 14(b)(i) through 14(b)(iii) and 14(c) of this Section, if a third party makes a claim against Customer that any NEOGOV intellectual property furnished by NEOGOV and used by Customer infringes a third party’s intellectual property rights, NEOGOV will defend the Customer against the claim and indemnify the Customer from the damages and liabilities awarded by the court to the third-party claiming infringement or the settlement agreed to by NEOGOV.
i) Alternative Resolution. If NEOGOV believes or it is determined that any of the Services may have violated a third party’s intellectual property rights, NEOGOV may choose to either modify the Services to be non-infringing or obtain a license to allow for continued use. If these alternatives are not commercially reasonable, NEOGOV may end the subscription or license for the Services and refund a pro-rata portion of any fees covering the whole months that would have remained, absent such early termination, following the effective date of such early termination. ii) No Duty to Indemnify. NEOGOV will not indemnify Customer if Customer alters the Service or Service Specifications, or uses it outside the scope of use or if Customer uses a version of the Service or Service Specifications which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Services or Service Specifications which was provided to Customer, or if the Customer continues to use the infringing material after the subscription expires. NEOGOV will not indemnify the Customer to the extent that an infringement claim is based upon any information, design, specification, instruction, software, data, or material not furnished by NEOGOV. NEOGOV will not indemnify Customer for any portion of an infringement claim that is based upon the combination of Service or Service Specifications with any products or services not provided by NEOGOV. NEOGOV will not indemnify Customer for infringement caused by Customer’s actions against any third party if the Services as delivered to Customer and used in accordance with the terms of the Agreement would not otherwise infringe any third-party intellectual property rights. iii) Exclusive Remedy. This Section provides the exclusive remedy for any intellectual property infringement claims or damages against NEOGOV.
c) Indemnification Procedures. In order to receive the indemnities described hereunder, the indemnified party must: (i) promptly notify the indemnifying party, in writing, of any claim; (ii) cooperate reasonably with indemnifying party, at the indemnifying party’s expense, in the defense and/or settlement thereof; and (iii) allow the indemnifying party to control the defense and/or settlement thereof except that the indemnifying party may not, without the indemnified party’s prior written consent, enter into any settlement that does not unconditionally release the indemnified party from liability.

The indemnified party shall have the right to participate in any defense of a claim and/or to be represented by counsel of #2..
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8 its own choosing at its own expense, provided that ultimate control of such defense shall remain solely with the indemnifying party.

15. Limitations of Liability.
a) EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO

EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS

SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, INCLUDING FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY OR PROFIT, OR LOSS OF REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY,

SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE

ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE

OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
b) CAP ON MONETARY LIABILITY. EXCEPT FOR DAMAGES ARISING OUT OF LIABILITY WHICH CANNOT BE LAWFULLY EXCLUDED OR LIMITED, OR CUSTOMER’S OBLIGATIONS TO MAKE PAYMENT UNDER

THIS AGREEMENT, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS

AGAINST THE OTHER PARTY UNDER THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO

BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL

OR EQUITABLE THEORY, SHALL NOT EXCEED THE AMOUNT OF ALL PAYMENTS ACTUALLY RECEIVED BY NEOGOV FROM CUSTOMER IN CONNECTION WITH THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE DATE OF THE FIRST EVENT INITIALLY GIVING RISE TO SUCH LIABILITY. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT.

16. Reimbursement of Costs in Third Party Litigation. With respect to any litigation or other court proceeding involving Customer and a third party, if any subpoena or other legally binding request related to such litigation or court proceeding is served to NEOGOV requesting copies of documents maintained by NEOGOV or otherwise requesting NEOGOV to appear as a witness in any capacity or provide testimony with respect to Customer’s documentation, Customer shall reimburse NEOGOV for its out-of-pocket costs associated with compliance with such request, including but not limited to NEOGOV’s reasonable attorneys’ fees.

17. EOL Products. NEOGOV may, in its discretion, at certain times elect to discontinue development, distribution and/or support of any Service or any elements or versions of any Service, and thereby designate such Service or elements or versions as end of life (“EOL”). In the event that NEOGOV elects to announce EOL for any Service, NEOGOV will provide six (6) months prior notice. Customer will have a period of six (6) months after receipt of such notice to upgrade to the last commercially available (non-EOL) version of the Service, if applicable, or otherwise following the expiration of such six (6) month period, the Service shall be deemed terminated without penalty and a pro rata refund shall be provided to Customer for the remaining term of the Service. During the 6-month notice period, Customer may continue exercising all of the rights set forth in this Agreement with respect to such EOL Service.

18. Text Message Communications. NEOGOV may offer Personnel the opportunity to receive text messages regarding job application or hiring process reminders, applicant status updates, or other human resource related notices. Since these text message services depend on the functionality of third-party providers, there may be technical delays on the part of those providers. NEOGOV may make commercially reasonable efforts to provide alerts in a timely manner with accurate information, but cannot guarantee the delivery, timeliness, or accuracy of the content of any alert. NEOGOV shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on an alert. NEOGOV cannot vouch for the technical capabilities of any third parties to receive such text messages. To the extent you utilize text messaging features, NEOGOV shall not be responsible for your use of such features, and you shall indemnify NEOGOV with respect to any damages resulting from your use including but not limited any violations of applicable law. NEOGOV MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED AS TO: (a) THE AVAILABILITY OF TELECOMMUNICATION SERVICES; (b) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (c) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS, OR SETTINGS CONNECTED WITH THE SERVICES. #2..
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9 19. Publicity. Unless otherwise provided in the applicable Order Form, NEOGOV may identify Customer as one of its customers and use Customer’s logo for such purposes, subject to any trademark usage requirements specified by Customer.

20. Force Majeure. Except for Customer’s payment obligations to NEOGOV, neither party shall be liable for any damages, costs, expenses or other consequences incurred by the other party or by any other person or entity for any act, circumstance, event, impediment or occurrence beyond such party’s reasonable control, including, without limitation: (a) acts of God; (b) changes in or in the interpretation of any law, rule, regulation or ordinance; (c) strikes, lockouts or other labor problems; (d) transportation delays; (e) unavailability of supplies or materials; (f) fire or explosion; (g) riot, pandemic, military action or usurped power; (h) actions or failures to act on the part of a governmental authority; (i) internet service interruptions or slowdowns, vandalism or cyber-attacks, or (j) any other cause beyond the reasonable control of such party.

21. Independent Contractor; No Third Party Beneficiary; Fulfillment Partners. The relationship of the parties shall be deemed to be that of an independent contractor and nothing contained herein shall be deemed to constitute a partnership between or a joint venture by the parties hereto or constitute either party the employee or agent of the other. Customer acknowledges that nothing in this Agreement gives Customer the right to bind or commit NEOGOV to any agreements with any third parties.

This Agreement is not for the benefit of any third party and shall not be deemed to give any right or remedy to any such party whether referred to herein or not. NEOGOV may designate any third-party affiliate, or other agent or subcontractor (each a “Fulfillment Partner”), without notice to, or the consent of, Customer, to perform such tasks and functions to complete any Services.

22. Entire Agreement; Amendment; Addendum. This Services Agreement, the Exhibits hereto, each Addendum (as may be applicable pursuant to the terms therein) and documents incorporated herein, the applicable Order Form, and Special Conditions (if any) constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous oral and written statements of any kind whatsoever made by the parties with respect to such subject matter. It is expressly agreed that the terms of this Agreement and any NEOGOV Order Form shall supersede the terms in any non-NEOGOV purchase order or other ordering document. Notwithstanding the foregoing, any conflict of terms shall be resolved by giving priority in accordance with the following order: 1) Special Conditions (if any), 2) NEOGOV Order Form, 3) the NEOGOV Services Agreement, and 4) incorporated documents (including the Exhibits and each applicable Addendum). This Agreement supersedes the terms and conditions of any clickthrough agreement associated with the Services.

This Agreement may not be modified or amended (and no rights hereunder may be waived) except through a written instrument signed by the parties to be bound. If you are subscribing for the HRIS, Vetted, or PowerEngage Platform, you hereby specifically agree to the terms of the applicable Addendum set forth on the NEOGOV Site. In addition, certain Services may disclose the use of artificial intelligence, in which case, Customer hereby agrees to the terms of the AI Addendum set forth on the NEOGOV Site.

23. General.
a) Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the state of California, without giving effect to conflict of law rules. Any legal action or proceeding relating to this Agreement shall be instituted only in any state or federal court in Los Angeles, California. b) Severability. If any provision of this Agreement is held to be illegal or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that the remainder of this Agreement will continue in full force and effect.

Provisions that survive termination or expiration are those relating to, without limitation, accrued rights to payment, acknowledgements and reservations of proprietary rights, confidentiality obligations, warranty disclaimers, and limitations of liability, and others which by their nature are intended to survive. c) Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given either when personally delivered, one (1) business day following delivery by recognized overnight courier or electronic mail, or three (3) business days following deposit in the U.S. mail, registered or certified, postage prepaid, return receipt requested. All such communications shall be sent to (i) Customer at the address set forth in the Order Form and (ii) NEOGOV at the address specified in the applicable Order Form. d) Waiver. The waiver, express or implied, by either party of any breach of this Agreement by the other party will not waive any subsequent breach by such party of the same or a different kind. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which taken together shall constitute one and the same instrument.
e) Electronic Delivery. Delivery of a copy of this Agreement or an Order Form bearing an original signature by electronic mail or by any other electronic means will have the same effect as physical delivery of the paper document bearing the original signature.
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10 f) Assignment. Customer may not assign this Agreement without the express written approval of NEOGOV Any attempt at assignment in violation of this Section shall be null and void. g) Construction. The parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The exhibits, addendum, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein. h) Subcontractors. For purposes of this Agreement, including any subsequent documentation requested by Customer pursuant to this Agreement, the term "subcontractors" shall exclude subcontractors (i) who perform routine software development and maintenance services which are not specific to the Customer, (ii) subcontractors who will not have any access to Customer Data, and (iii) subcontractors who have access to Customer Data solely within NEOGOV's or Customer's systems.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized officers as of the date set forth below, and consent to the Agreement.

Customer GovernmentJobs.com, Inc. (D/B/A/ NEOGOV), on behalf of itself and its subsidiaries PowerDMS, Inc., Cuehit, Inc., Ragnasoft LLC (D/B/A/ PlanIT Schedule), and Design PD,
LLC (D/B/A Agency360)
Entity Name:

Signature: Signature:

Print Name: Print Name:

Date: Date:
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11 Exhibit A
Government Customer Addendum
If Customer is a Government Customer, the following Government Customer Addendum (“Government Addendum”) forms part of the Services Agreement, and in the case of any conflict or inconsistency between the terms and provisions of this Addendum and any other provision of the Services Agreement, the terms of this Government Addendum shall control. For purposes hereof, a “Government Customer” means a Customer which is a (a) U.S. Federal agency, (b) state government, agency, department, or political subdivision (including a city, county or municipal corporation), or (c) instrumentality of any of the foregoing (including a municipal hospital or municipal hospital district, police or fire department, public library, park district, state college or university, Indian tribal economic development organization, or port authority).

1. Applicability. The provisions of this Addendum shall apply only if Customer is a Government Customer under the Services Agreement.

2. Termination for Non-Appropriation of Funds on Multi-Year Deals. Customer represents that it has received sufficient appropriation of funds by the applicable legislature (or other appropriate governmental body) (“Governmental Appropriation”) for the first year of the term of any Order Form executed by Customer (the “First Year” and all such years following the First Year which are included in the term of an Order Form, the “Future Years”). If Customer is subject to federal, state or local law which makes Customer’s financial obligations under this Services Agreement contingent upon Governmental Appropriation, and if such funds are not forthcoming or are insufficient due to failure of such Governmental Appropriation, then Customer will have the right to terminate the then remaining portion of any Future Years under the Services Agreement at no additional cost and with no penalty by giving prior written notice documenting the lack of funding. Customer will provide at least thirty (30) days advance written notice of such termination. Customer will use reasonable efforts to ensure appropriated funds are available. It is expressly agreed that Customer shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis, which affects generally its fiscal operations. If Customer terminates the Services Agreement under this Section 2, Customer agrees not to replace the Services with functionally similar products or services for a period of one year after the termination of the Services Agreement.

3. Indemnification. If Customer is prohibited by federal, state or local law from agreeing to hold harmless or indemnify third parties, Section 14(a) and the indemnification provision included in Section 18 of the Services Agreement shall not apply to Customer, to the extent disallowed by applicable law.

4. Open Records. If the Customer is subject to federal or state public records laws, including laws styled as open records, freedom of information, or sunshine laws (“Open Records Laws”) the confidentiality requirements of Section 12 of the Services Agreement apply only to the extent permitted by Open Records Laws applicable to the Customer. This Section is not intended to be a waiver of any of the provisions of the applicable Open Records Laws, including, without limitation, the requirement for the Customer to provide notice and opportunity for NEOGOV to assert an exception to disclosure requirements in accordance with the applicable Open Records laws.

5. Cooperative Purchasing. As permitted by law, it is understood and agreed by Customer and NEOGOV that any (i) federal, state, local, tribal, or other municipal government (including all administrative agencies, departments, and offices thereof); (ii) any business enterprise in which a federal, state, local, tribal or other municipal entity has a full, majority, or other controlling interest; and/or (iii) any public school (including without limitation K-12 schools, colleges, universities, and vocational schools) (collectively referred to as the “New Entity”) may purchase the Services specified herein in accordance with the terms and conditions of this Agreement. It is also understood and agreed that each New Entity will establish its own contract with NEOGOV, be invoiced therefrom and make its own payments to NEOGOV in accordance with the terms of the contract established between the New Entity and NEOGOV. With respect to any purchases by a New Entity pursuant to this Section, Customer: (i) shall not be construed as a dealer, re-marketer, representative, partner or agent of any type of NEOGOV, or such New Entity; (ii) shall not be obligated, liable or responsible for any order made by New Entities or any employee thereof under the agreement or for any payment required to be made with respect to such order; and (iii) shall not be obliged, liable or responsible for any failure by any New Entity to comply with procedures or requirements of applicable law or to obtain the due authorization and approval necessary to purchase under the agreement. Termination of this Agreement shall in no way limit NEOGOV from soliciting, entering into, or continuing a contractual relationship with any New Entity. Any New Entity who purchases Services under this Section hereby represents that is has the authority to use this Services Agreement for the purchase and that the use of the Services Agreement for the purchase is not prohibited by law or procurement regulations applicable to the New Entity.
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12 Exhibit B
Integration Terms Addendum
NEOGOV offers integrations and platform APIs for integrations to third party systems (“Integration Services”). Customer may use only those Integration Services purchased or subscribed to as listed within the NEOGOV Order Form. The following terms (the “Integration Terms Addendum”) shall apply to the extent that Customer utilizes a system integration between the Services and either: (a) an affiliated integrated service, including those found at https://api.neogov.com/connect/marketplace.html (“Affiliated API”) or to the extent that Customer utilizes a system integration between the Services and an unaffiliated third-party service (“Customer Application”) integrated using NEOGOV’s open API (“Open API”). Integration Services are not available for HRIS Services and this Exhibit B shall not apply to HRIS Services.

1. Provision of Integrations. Subject to and conditioned on compliance with all terms and conditions set forth in this Agreement, NEOGOV hereby grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the applicable Term to use and/or access the Affiliated API as described in this Agreement, or the Open API for communication between Customer’s human resource related third application(s) that will interoperate with NEOGOV Services (collectively these uses shall be referred to as the “API” or “Integration”). Customer acknowledges there are no implied licenses granted under this Agreement. NEOGOV reserves all rights that are not expressly granted.

Customer may not use the API for any other purpose without our prior written consent. Customer may not share the API with any third party, must keep the API and all log-in information secure, and must use the API key as Customer sole means of accessing the API.

2. Integration Intellectual Property. All right, title, and interest in the API and any and all information, data, documents, materials, inventions, technologies, know-how, descriptions, requirements, plans, reports, works, intellectual property, software, hardware, systems, methods, processes, and inventions, customizations, enhancements, improvements and other modifications based on or derived from the API are and will remain, as appropriate, with NEOGOV. All right, title, and interest in and to the third-party materials, including all intellectual property rights therein, are and will remain with their respective third-party rights holders subject to the terms and conditions of the applicable third-party license agreements. Customer has no right or license with respect to any third-party materials except as expressly licensed under such third-party license agreements.

3. Integration Terms of Use. Except as expressly authorized under this Agreement, you may not remove any proprietary notices from the API; use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; combine or integrate the API with any software, technology, services, or materials not authorized by NEOGOV; design or permit Customer Application(s) to disable, override, or otherwise interfere with any NEOGOV-implemented communications to end users, consent screens, user settings, alerts, warning, or the like; use the API in any of Customer Application(s) to replicate or attempt to replace the user experience of the Services; or attempt to cloak or conceal Customer identity or the identity of Customer Application(s) when requesting authorization to use the API.

4. Customer Integration Responsibilities. Customer, Customer developed web or other software services or applications, and Customer third-party vendors that integrate with the API (collectively the “Customer Applications”), shall comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on https://api.neogov.com/connect/index.html from time to time. In addition, Customer will not use the API in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email (“spam”), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities.

5. Cooperation. If applicable, Customer shall timely provide such cooperation, assistance, and information as NEOGOV reasonably requests to enable the API. NEOGOV is not responsible or liable for any late delivery or delay or failure of performance caused in whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations under this Agreement. NEOGOV will provide Customer maintenance and support services for API issues arising from the information technology designed, developed, and under then current control of NEOGOV. NEOGOV shall have no obligation to provide maintenance or support for issues arising from the inaction or action of Customer or third parties of which are outside NEOGOV control.

6. Provision of Open API. In the event license fees or other payments are not due in exchange for the right to use and access the Open API, you acknowledge and agree that this arrangement is made in consideration of the mutual covenants #2..
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13 set forth in this Agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein. Notwithstanding the foregoing, NEOGOV reserves the right to charge for access with effect from the start of each Renewal Term by giving Customer at least ninety (90) day notice prior to commencement of a Renewal Term.

7. API Key. In order to use and access the Open API, you must obtain an Open API key through the registration process.

Customer agrees to monitor Customer Applications for any activity that violates applicable laws, rules and regulation, or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior.

This Agreement does not entitle Customer to any support for the Open API. You acknowledge that NEOGOV may update or modify the Open API from time to time and at our sole discretion and may require you to obtain and use the most recent version(s). You are required to make any such changes to Customer Applications that are required for integration as a result of such Update at Customer sole cost and expense. Updates may adversely affect how Customer Applications communicate with the Services.

8. Efficient Processing. You must use efficient programming, which will not cause an overwhelming number of requests to be made in too short a period of time, as-determined solely by NEOGOV. If this occurs, NEOGOV reserves the right to throttle your API connections, or suspend or terminate your access to the Open API. NEOGOV shall use reasonable efforts to provide Customer notice and reasonable time to cure prior to taking such actions.

9. Open API Limitations. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT

WILL NEOGOV BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT,

NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DIRECT, LOST

PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF

BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE OPEN API; OR ANY DAMAGES, IN THE

AGGREGATE, IN EXCESS OF FIFTY DOLLARS, EVEN IF NEOGOV HAS BEEN ADVISED OF THE

POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR NEOGOV WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM YOU

MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.

10. Open API Termination. Notwithstanding the additional Termination rights herein, NEOGOV may immediately terminate or suspend Customer access to Open APIs in our sole discretion at any time and for any reason, with or without notice or cause. In addition, your Open API subscription will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. #2..
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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 until all person with a direct or indirect financial interest of greater than $2,000 in the are identified by name.
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 shall identify any person with a financial interest in the 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 less than two thousand dollars ($2,000.00) at times prior to final Council action of the proposed contract are not required to be listed on the Financial Interest all Disclosure.

Notwithstanding the foregoing, a Financial Interest Disclosure is not required for a 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 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 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 Signatory:

Signature of Representative:
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California Levine Act Disclosure
California City
if
and for . .
-
ity

1. ity
contract?
___ YES ___ 2.
ity
___ YES ___
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may
ity _________________ _____________________________ Date _____________________________

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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 #2..
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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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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

December 17, 2025
Date: December 17, 2025
TO: Finance Committee
Rosa Escutia-Braaton, Chair
David Wright, Vice-Chair
Nick Bavaro
THROUGH: Joseph P. Lopez, City Manager
FROM: Bill Sandhu, Director of Public Works
SUBJECT: Agreement with Vector Airport Systems, LLC
CONTACT: Marisol Navarro, Airport Manager, [email protected], 209-577-5319 DESCRIPTION:

Consider a three-year Agreement with two one-year extension options for Vector Airport System’s PlanePass with Virtower, of Herndon, VA to provide billing and collection services for the Airport’s established landing fees and forwarding to Council for approval. (Funding Source:

Airport Fund)
STRATEGIC PLAN ELEMENT:

The recommended action supports the City’s 2025-2026Strategic Plan Initiative: Governance and Service Delivery, Goal H: Achieve long-term financial sustainability; Strategy No.1: Develop a strategy for long-term financial stability.

BACKGROUND:

On April 15, 1963, the City Council approved Resolution No. 63-185, establishing charges and fees for activities and services at the Modesto City-County Airport (KMOD). This is in conformance with Section 7-3.401 of the Modesto Municipal Code which authorizes the Council, by resolution, to establish charges and fees for activities and services at the Modesto CityCounty Airport. Included in these charges are landing fees for nonscheduled transient aircraft carrying passengers and/or cargo for hire. Since the implementation of these landing fees, the Airport has not yet established a system to track them, resulting in a loss of revenue.

To streamline the landing fee assessment and collection process, KMOD intends to enter into an agreement with Vector Airport Systems, LLC, who will provide PLANEPASS®, an automated aircraft fee billing and collection service.
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Finance Committee, December 17, 2025
Agreement with Vector Airport Systems, LLC.

DISCUSSION:

Many airports including KMOD face challenges with manual fee collection and limited visibility into airfield activity. Vector Airport System’s PlanePass with Virtower addresses these gaps by combining smart credentialing with automated operations tracking, helping airports boost efficiency, security, and revenue accuracy.

Vector Airport Systems, LLC is a technological company that offers a proprietary information collection and landing fee billing system to 106 airports across the country including 15 California airports. Vector Airport Systems, LLC is a sole source vendor for this type of service.

The system monitors the airfield for landing aircraft using a transponder antenna and cross references Federal Aviation Administration (FAA) aircraft registration databases and their own proprietary billing information compiled over years of business for over 66,000 operators worldwide to find owner information. Vector automatically bills aircraft owners for the applicable landing fees and has a 99.6% collection rate on billed fees.

Additionally, Vector with Virtower will provide precise, verifiable data on aircraft operations, replacing estimates with real-time tracking and help address noise complaints by identifying specific flight paths, runway use and aircraft activity. This accurate activity record strengthens FAA grant applications by supporting forecasts, infrastructure justifications, and ongoing funding eligibility.

Vector’s fee for providing this service will be 22% of the amounts collected for landing fees with no installation fee for the implementation of their transponder antenna. This amount is minimal considering the stream of revenue that will be retrieved from uncollected fees. The fee is based on the applicable fee tier:

Annual
Billings
Annual
Billings Vector Fee
Tier 1 $0.00 $100,000.00 22%
Tier 2 $100,001.00 $200,000.00 20%
Tier 3 $200,001.00 $400,000.00 19%
Tier 4 $400,001.00 $500,000.00 18%
Aircraft based at KMOD will not be charged landing fees. Vector will not bill general aviation tenants or cargo aircrafts with agreements but will provide KMOD a report that can be used to audit cargo aircraft’s monthly self-reporting documentation.

FISCAL IMPACT:

A forecast analysis was conducted to understand potential fiscal year landing fee revenue. The analysis excluded KMOD-based aircrafts, per the applicability of the Vector agreement. The analysis indicates an increase in revenue of $13,160 per year after Vector assesses their fees for service. Their fees will be paid from the Airport Fund: 4310-53312-53300.

Vector will remit revenue from collected landing fees to the City on a monthly basis via Automated Clearing House after deducting their 22% service fee. #3..
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Finance Committee, December 17, 2025
Agreement with Vector Airport Systems, LLC.

ANTICIPATED AGREEMENT EXPENDITURES
12 Month Total $16,871.00
Vector PlanePass 22% Fee $3,712.00
TOTAL Revenue $13,159.00
RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the Sole Source Agreement with Vector Airport Systems, LLC – PlanePass with Virtower, Herndon, VA for Professional Services for a three-year Agreement with two one-year extension options, for an estimated annual service fee of 22% from the collected landing fees, and the fee not to exceed $100,000 and forwarding to Council for approval.

Approved by:

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

1. Agreement with Vector Airport Systems, LLC

2. FY 25/26 Rates & Fees

3. Vector Sole Source Letter
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AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN

VECTOR AIRPORT SYSTEMS, LLC &

CITY OF MODESTO, CALIFORNIA
Agreement Name: PLANEPASS® Automated Aircraft Fee Billing & Collections Solution This agreement for professional services ("AGREEMENT "), dated as of , (“Execution Date”), is by and between the City of Modesto, California (hereinafter "CLIENT"), and Vector Airport Systems, LLC (hereinafter "CONTRACTOR"). The CLIENT shall be defined as the client airport(s) and their governing municipality.

RECITALS
I. WHEREAS, CONTRACTOR represents that it is a duly qualified provider of various products and services including PLANEPASS® aircraft operating fee billing & collection services, and II. WHEREAS, CONTRACTOR is an authorized reseller of the Virtower™ Airport Operations Tracking System, and
III. WHEREAS, in the judgment of the CLIENT, it is necessary and desirable to employ the services of CONTRACTOR for the performance of aircraft operating fee billing & collection services and the purchase of the Virtower™ Airport Operations Tracking System.

IV. NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, the parties hereto agree as follows:

AGREEMENT

1. Term of Agreement:

1.1. The term of this Agreement shall commence as of the COMMENCEMENT DATE set forth below and shall continue thereafter for a period of (3) three years (the “Initial Term”). Upon expiration of the Initial Term, the Agreement shall continue and renew for two successive one (1) year terms (each a “Successive Term”), without further act or instrument, unless either party provides notice per Section 2.3. All terms, conditions, and fees of this AGREEMENT continue unchanged during the Successive Term(s). Under no circumstances shall the total years of the term of the Agreement exceed five (5) years.

1.2. The COMMENCEMENT DATE is January 1, 2026.

2. Termination

2.1. Termination for Convenience: Neither party may terminate this AGREEMENT for convenience without the consent of the other party for a period of one (1) year following the COMMENCEMENT DATE. After one (1) year from the COMMENCEMENT DATE has elapsed, either party may terminate this AGREEMENT for convenience by providing written notice to the contacts listed in Section 6 no less than sixty (60) calendar days prior to the requested termination date.

2.2. Termination for Cause: Notwithstanding any other provision of this AGREEMENT -- Should CONTRACTOR fail to perform any of its obligations hereunder, within the time and in the manner herein provided, or otherwise violate any of the terms of this AGREEMENT, CLIENT must:
 First, notify CONTRACTOR of violation of obligations and give CONTRACTOR 30 calendar days to cure this violation.
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 Second, if CONTRACTOR fails to cure the violation within 30 calendar days of receiving notification from CLIENT, CLIENT may immediately terminate this AGREEMENT by giving CONTRACTOR written notice of such termination, stating the reason for termination.

Should CLIENT fail to perform its obligations under this AGREEMENT, including failing to pay CONTRACTOR in accordance with this AGREEMENT, or otherwise violates any of the terms of this AGREEMENT, CONTRACTOR must:
 First, notify CLIENT of violation of obligations and give CLIENT 30 calendar days to cure this violation.
 Second, if CLIENT fails to cure the violation within 30 calendar days of receiving notification from CONTRACTOR, CONTRACTOR may immediately terminate this AGREEMENT by giving CLIENT written notice of such termination, stating the reason for termination.

2.3. Termination for AGREEMENT Expiration: If, upon the expiration of this AGREEMENT, the CLIENT or CONTRACTOR elect not to continue this AGREEMENT (either by extension of agreement period or entering into a new agreement for similar products, services, or solutions), either CONTRACTOR or CLIENT may notify the other party in writing of intent to not continue this AGREEMENT. Notice must be given 60 days prior to the anniversary of the COMMENCEMENT DATE. In the case of such notification, the following provisions will also apply in this case as well as for Termination for Cause.

2.4. Delivery of Work Product and Final Payment Upon Termination: In the event of termination, CONTRACTOR, within 30 days following the date of termination, shall deliver to CLIENT:
 For PLANEPASS®: All standard reports pertaining to unpaid balances and to any amounts paid into CONTRACTOR and unpaid yet to CLIENT.

3. Scope of Work

3.1. CONTRACTOR's Specified Work: CONTRACTOR shall perform the services described in EXHIBIT A, attached hereto and incorporated herein by this reference (hereinafter "Scope of Work"), and within the times or by the dates provided for in EXHIBIT A.

3.2. Modification of Services: Any product or service contracted herein may be modified from time to time at CONTRACTOR’s sole discretion; provided, however, that any such modification shall not (a) have a material adverse effect on CONTRACTOR’s provision of the Product and Service or CLIENT’s use and enjoyment of the CONTRACTOR’s Products and Services or (b) result in any additional fees payable by CLIENT under the AGREEMENT during the applicable TERM during which such modifications are implemented.

3.3. Cooperation with CLIENT: CONTRACTOR shall cooperate with CLIENT and CLIENT staff in the performance of the Scope of Work hereunder.

3.4. Cooperation by CLIENT: CLIENT shall cooperate with CONTRACTOR and CONTRACTOR’s staff in performance of the Scope of Work hereunder.

3.5. Performance Standard: CONTRACTOR shall perform all work hereunder in a manner consistent with the level of competency and standard of care normally observed by a person practicing in CONTRACTOR’s profession.

CLIENT has relied upon the professional ability and training of CONTRACTOR as a material inducement to enter into this AGREEMENT. CONTRACTOR hereby agrees to provide all services under this AGREEMENT in accordance with generally accepted professional practices and standards of care, as well as the requirements of applicable federal, state and local laws.

4. Compensable Products and Services: CONTRACTOR shall be compensated for all products sold and services performed pursuant to this AGREEMENT and as defined in EXHIBIT A. #3..
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CLIENT agrees to pay CONTRACTOR compensation in an amount not to exceed $100,000.00 (one hundred thousand dollars) for all services, products, and reimbursable expenses under this Agreement.

5. Insurance: With respect to performance of work under this AGREEMENT, CONTRACTOR shall maintain insurance with the minimum policy limits as described below unless such insurance has been expressly waived by the attachment of a Waiver of Insurance Requirements.

Type of Coverage Policy Limits
Worker’s Compensation $1,000,000
Commercial General Liability $1M per occurrence, $2M aggregate Business Auto Liability $1,000,000
Professional Liability $2,000,000
CONTRACTOR shall provide immediate written notice if: (1) any of the required insurance policies is terminated; (2) the limits of any of the required policies are reduced; or (3) the deductible or self-insured retention is increased.

Upon written request, certified copies of required insurance policies must be provided within thirty (30) days. If CLIENT has insurance requirements including but not limited to being listed as an additional insured on CONTRACTOR’s insurance policies, securing waivers of subrogation on CLIENT’s behalf, or any specific language or endorsements to be included in the policies, CLIENT must submit a written request to the CONTRACTOR within thirty (30) days of the Execution Date of this AGREEMENT.

6. Notice: All notices, demands, requests or approvals to be given under this AGREEMENT, shall be given in writing and conclusively shall be deemed served when delivered personally or on the third business day after deposit in the United States mail, postage prepaid, registered or certified, addressed as follows:

6.1. All notices, demands, requests or approvals from CONTRACTOR to CLIENT shall be addressed to:

Modesto City-County Airport
P.O. Box 642
Modesto, CA 95353

6.2. All notices, demands, requests or approvals from CLIENT to CONTRACTOR shall be addressed to:

Peter Coleton, President
Vector Airport Systems
280 Sunset Park Drive
Herndon, VA 20170

7. Independent Parties: The parties to this AGREEMENT will act in their independent capacities and not as agents, employees, or partners of one another. CLIENT, its officers, and employees shall have no control or direction over CONTRACTOR or any of CONTRACTOR’s agents, employees, or subcontractors, except as otherwise provided herein.

8. Integrated Contract: This AGREEMENT represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modifications of this AGREEMENT will be effective only by written execution signed by both CLIENT and CONTRACTOR and approved as to form by CLIENT’s Attorney. #3..
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9. Authority of Executor: The person executing AGREEMENT on behalf of CLIENT certifies and represents that he/she has authority and power to bind CLIENT to the obligations set forth herein and to sign on its behalf.

10. Waiver: A waiver by either party to this AGREEMENT of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein.

11. Successors in Interest: All terms and conditions of this AGREEMENT shall be binding upon and inure to the benefit of any successors in interest to the parties hereto. This clause shall not be deemed as a waiver of any prohibitions or conditions against assignment.

12. Indemnification: CONTRACTOR to CLIENT: The CONTRACTOR shall indemnify and hold harmless the CLIENT, its officers, employees, agents and contractors from liabilities, damages, losses, and costs, including but not limited to, reasonable attorneys’ fees, to the extent caused by the negligence, recklessness or intentional wrongful conduct of CONTRACTOR and persons employed or utilized by CONTRACTOR in the performance of this AGREEMENT.

CLIENT to CONTRACTOR: To the extent allowed by the Laws of the state of California the CLIENT hereby agrees to indemnify, defend, save, and hold harmless the CONTRACTOR from all claims, demands, liabilities, and suits arising out of, because of or due to intentional or negligent acts or omissions of the CLIENT, its agents, or employees; CLIENT shall be responsible for any and all liabilities arising out of or related to any acts committed by CONTRACTOR at CLIENT’s direction. It is specifically understood and agreed that this indemnification clause does not cover or indemnify the CONTRACTOR for its own negligence. These terms shall not be construed to waive any statutory rights provided to the CLIENT.

13. No Personal Liability: No member, director, or officer or employee of either party shall be personally liable for the performance of either party’s obligations under this AGREEMENT or on account of any breach thereof or because of its execution or attempted execution.

14. Limitation of Liability: CONTRACTOR’s total liability for any and all injuries, claims, losses, expenses, or damages whatsoever, including attorney’s fees, arising out of or in any way related to the CONTRACTOR’s work or this AGREEMENT from any cause or causes, including but not limited to CONTRACTOR’s errors, omissions, negligence, strict liability, and breach of contract, shall not exceed two million dollars ($2,000,000.00).

15. Work for Hire: CONTRACTOR retains ownership and all intellectual property, trademark and patent rights associated with any and all processes or materials, tangible or intangible, used in the provision of services under this AGREEMENT. Such materials include but are not limited to: concepts, ideas, techniques, data, databases, software, customer lists, materials, and specifications.

16. Severability: If any provision of this AGREEMENT, or the application thereof, to any person or circumstances shall to any extent be held invalid or unenforceable, the remainder of this AGREEMENT, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid and unenforceable, shall not be affected thereby, and each term and provision of this AGREEMENT shall be valid and be enforced to the fullest extent permitted by law unless one or both parties would be substantially and materially prejudiced.

17. Governing Law and Venue: This AGREEMENT shall be governed by, and construed in accordance with, the laws of the state of California. The courts of California shall have exclusive jurisdiction to hear any claim between the CONTRACTOR and the CLIENT in connection with the AGREEMENT. Prior to filing any claim or action related to this AGREEMENT, the parties may, but shall not be obligated to, submit such claim or action to non-binding mediation before a mediator mutually agreeable to the parties. The parties shall share equally in the costs of mediation. #3..
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18. Force Majeure: In the event that either party hereto shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of insurrection, war, fire or other casualty or other reason of a similar or dissimilar nature beyond the reasonable control of the party delayed in performing work or doing acts required under the terms of this AGREEMENT, then performance of such act shall be excused for the period of the actual delay attributable to such causes, and the period from the performance of any such act shall be extended for a period equivalent to the period of such delay (any such delay is herein referred to as an “Unavoidable Delay”). This Section shall not be applicable to the CONTRACTOR’s obligations to procure insurance or to pay any Payments or any other sums, moneys, costs, charges or expenses required to be paid by the CONTRACTOR hereunder. If any provision of this AGREEMENT negates or limits the period of any force majeure extension, such provision shall override this Section.

The CONTRACTOR shall not be entitled to an extension for any Unavoidable Delay unless the CONTRACTOR has given the CLIENT notice of the delay within a reasonable time following the occurrence of the delaying event.

19. Nondiscrimination: Without limiting any other provision hereunder, CONTRACTOR shall comply with all applicable federal, state, and local laws, rules, and regulations regarding nondiscrimination in employment because of race, color, ancestry, national origin, religion, sex, marital status, age, medical condition, pregnancy, disability, sexual orientation or other prohibited basis, including without limitation, the CLIENT’s Non-Discrimination Policy. All nondiscrimination rules or regulations required by law to be included in this AGREEMENT are incorporated herein by this reference.

IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT as of the Effective Date. [signature page to follow]
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EXHIBIT A – Scope of Work (“WORK”)

1. CONTRACTOR shall:

1.1. Provide PLANEPASS® billing & collection service as defined in this EXHIBIT A, to the airports and for the fee types designated by the CLIENT.

1.2. Provide project management for each of the PLANEPASS® service components listed below, through and including procurement, training and service execution.

1.2.1. Utilize PLANEPASS® service and billing engine to identify billable aircraft operations as defined by the CLIENT, and track exempt aircraft, billable weights, and operations types (e.g., arrivals and departures).

1.2.2. Provide exemptions for CLIENT-designated aircraft via batch upload from Excel spreadsheet(s). During the billing process, aircraft listed as exempt, and those under a specified weight (if applicable), will be removed from the billable aircraft activities to be invoiced.

1.2.3. Coordinate with CLIENT staff to ensure that invoices generated on behalf of the CLIENT are consistent with the CLIENT’s existing billing rates and policies.

1.2.4. Provide secure online payment portal where aircraft operators can login to their account(s) to check billing status, review invoices, and submit payments online.

1.2.5. Provide aircraft operators the option to receive electronic invoices. All other invoices will be printed and mailed to aircraft operators by CONTRACTOR.

1.2.6. Maintain PLANEPASS® automated billing services including: billing, customer support, collection of fees, and reporting.

1.2.7. Provide collection system that automatically credits accounts for certain payments received, calculates account balances, and tracks accounts receivable balances.

1.2.8. Process payments through a secure bank lockbox service with proper and auditable cash controls.

1.2.9. At the close of the month, provide a Collection Report and electronically transfer the “balance of collections” to CLIENT.

1.2.9.1. The “balance of collections” is defined as total net collections on behalf of CLIENT in a monthly collection cycle less the PLANEPASS® Billing & Collection Service fee, stated below.

1.2.9.2. The transfer of the “balance of collections” and CONTRACTOR’s fee will occur monthly by the 10th business day.

1.2.10. Provide ongoing client and user support.

1.2.11. As of Execution Date, the contracted solution does not require CLIENT to purchase equipment.

CONTRACTOR may have a transponder receiver installed at the CLIENT’s location at CONTRACTOR’s discretion. If future changes in scope require equipment purchase, the purchase and payment terms will be governed by an amendment to this AGREEMENT, or a separate agreement or purchase order.

1.3. Subject to CLIENT entering into a separate agreement with Virtower LLC (“Virtower”), a Florida limited liability company and strategic partner of CONTRACTOR, to govern the terms, conditions, and scope of CLIENT’s licensed use of the Virtower System, CONTRACTOR agrees as follows an authorized reseller of the Virtower System:
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1.3.1. Virtower shall invoice CONTRACTOR directly for CLIENT’s annual Virtower System license fee.

1.3.2. CONTRACTOR shall remit payment to Virtower in a timely fashion for CLIENT’s annual license fee so as not to encumber CLIENT’s use of its license.

1.3.3. CONTRACTOR’s financial responsibility for CLIENT’s annual license fee shall not exceed six thousand dollars ($6,000.00) per annum or eighteen thousand dollars ($18,000.00) in total during the Initial Term.

1.3.4. For the avoidance of doubt, the intention in this Section 1.3 is for CONTRACTOR, as an authorized reseller, to facilitate the sale of the Virtower™ Aircraft Operations Tracking System to CLIENT at a cost of zero dollars ($0.00) per annum to the CLIENT for a period of up to three (3) years, coinciding with the Initial Term. Any charges incurred by CLIENT for its use of the Virtower System above and beyond six thousand dollars ($6,000.00) per annum shall be the financial responsibility of the CLIENT, and for which CONTRACTOR reserves the right to invoice CLIENT.

1.3.5. Upon expiration of the Initial Term, CONTRACTOR’s responsibilities and obligations pertaining to the Virtower System shall terminate.

1.4. Service Wind-Down Period: Should the AGREEMENT be terminated for any reason, the following Service Wind-Down Period and provisions shall apply:

1.4.1. CONTRACTOR will remit to CLIENT all aircraft operating fees collected through the effective of termination, less CONTRACTOR’s Billing and Collection Fees specified herein.

1.4.2. CONTRACTOR will produce aircraft operating fee invoices for any time period through the termination date as-yet not invoiced. The period shall ideally be a full calendar month per the normal process. This final invoice period will be the last period of aircraft operating fee invoices generated by CONTRACTOR. No further regular cycle invoices will be produced. Out of Cycle invoices for this or prior periods may still be produced as necessary to correct billing issues discovered through the customer service process.

1.4.3. CONTRACTOR will continue customer service, payment processing, active collections, reporting, and remittance for four calendar month periods (the “Service Wind-Down Period”) after the AGREEMENT termination effective date. The Service Wind-Down Period maximizes collections for previously invoiced periods. CONTRACTOR’s ongoing fee for PLANEPASS® Billing & Collection service stated herein will apply to amounts collected during the Service Wind-Down Period.

1.4.4. After the Service Wind-Down Period has ended, CONTRACTOR will discontinue all customer service and collection efforts and will refer all customer service calls to the CLIENT. As some aircraft operators may not comply with CONTRACTOR’s instructions to pay CLIENT directly after Service Wind-Down Period has ended, CONTRACTOR will continue to passively allow payments to be made to its bank lockbox account and will continue to report and remit these payments to the CLIENT on a monthly basis.

CONTRACTOR’s service fee shall not apply to amounts collected after the Service Wind-Down Period.

1.4.5. Virtower System

1.4.5.1. CLIENT’s license to the Virtower System will expire at the end of the Service Wind-Down Period.

2. CONTRACTOR’s Compensation:

2.1. PLANEPASS® Billing and Collection Service: CONTRACTOR’s ongoing service fee for managing the billing and collection process is a percentage of all amounts collected under terms of this AGREEMENT, as specified in the table below.
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Airport Fee Type
CONTRACTOR’S
Fee as a % of
amounts collected
Modesto City–County
Airport (MOD) Federal Aviation Regulations (“FAR”) Part 91 Landing Fees 22% Modesto City–County
Airport (MOD) Federal Aviation Regulations (“FAR”) Part 135 Landing Fees 22%

2.1.1. CONTRACTOR’S service fee is retained by CONTRACTOR from collection proceeds on behalf of CLIENT and paid to CONTRACTOR at the time of transfer of the “balance of collections” to CLIENT.

2.1.2. To modify the fee types billed under this AGREEMENT, CLIENT must complete and submit a Change Order, provided in EXHIBIT D, to CONTRACTOR. This request must be made by an authorized representative of the CLIENT.

2.1.2.1. CONTRACTOR must agree that other fees implemented do not materially change the Scope of Work required to provide PLANEPASS® service. Any proposed adjustments detailed in a Change Order are not considered accepted or effective until an authorized representative of the CONTRACTOR has signed and executed the Change Order.

2.1.2.2. Any fee adjustments that represent a material changes to Scope of Work may require renegotiation and an amendment to the CONTRACTOR’S fee as outlined above in this EXHIBIT A of this AGREEMENT.

3. CLIENT shall:

3.1. CLIENT Obligations: – General: CLIENT shall be obligated to use its best efforts to perform or provide the following:

3.1.1. Point of Contact: CLIENT shall designate a representative authorized to act on behalf of CLIENT for the duration of this AGREEMENT.

3.1.2. Provide Information: CLIENT shall make available to CONTRACTOR any documents, data, or information necessary for CONTRACTOR to plan and provide the services described in this AGREEMENT, and that are within CLIENT’s possession or control and are not privileged or subject to privacy protections. Examples of this data might be aircraft fee rates, collections records, and based aircraft lists.

CONTRACTOR relies on information provided by CLIENT, including but not limited to information pertaining to official airport policy, in performing its services under this AGREEMENT. CLIENT is responsible for maintaining a clear and verifiable chain of custody for all such information provided to CONTRACTOR. CONTRACTOR shall bear no liability for any performance errors or omissions resulting from inaccurate, incomplete, unlawful, unauthorized or noncompliant information provided by CLIENT, nor from CLIENT’s failure to comply with the notification requirements stated herein.

3.1.3. Timely Response: CLIENT shall examine documentation, correspondence, invoices, and statements submitted to CLIENT for review and respond as necessary within a reasonable time.

3.2. CLIENT Obligations – PLANEPASS®

3.2.1. Exemption List: CLIENT will provide CONTRACTOR with a list of aircraft designated as exempt (the “exemption list”) from the fee types managed by CONTRACTOR. CLIENT will provide updates to the exemption list monthly via email to [email protected]. CLIENT shall not bill “exempt” aircraft #3..
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included on the exemption list for fee types managed by CONTRACTOR. “Exempt” is understood to mean not billed by any party.

3.2.2. Payments Received by CLIENT: CLIENT shall not accept payments for fees for aircraft operations eligible to be invoiced by CONTRACTOR or fees previously invoiced by CONTRACTOR. To ensure proper accounting, if CLIENT receives a payment on-site or electronically for an aircraft operation eligible to be invoiced by CONTRACTOR or an invoice generated by CONTRACTOR, CLIENT will inform CONTRACTOR via email to [email protected]. CLIENT will either refund payment directly to the payor, remit the funds to CONTRACTOR, or retain the funds with the implied understanding that the payment will be listed on the relevant monthly Collection Report and is subject to CONTRACTOR’s service fee.

3.2.3. Fee Types Managed by CONTRACTOR: The specific aircraft operating fee types placed under CONTRACTOR’s management via this AGREEMENT served as an inducement for CONTRACTOR to enter into this AGREEMENT and were integral in determining CONTRACTOR’s fee for professional services. If during the Initial Term or Successive Term CLIENT wishes to remove a fee type from CONTRACTOR’s management, CLIENT shall request CONTRACTOR provide an opinion as to whether the removal materially alters the Scope of Work of this AGREEMENT. If in the judgement of CONTRACTOR, the requested change does constitute a material alteration in Scope, the parties shall engage in good-faith negotiations regarding an amendment to CONTRACTOR’s service fee. If the parties are unable to produce a mutually acceptable amendment, CONTRACTOR reserves the right to terminate this AGREEMENT for convenience by providing 90 days’ notice.

3.2.4. Airport Policy: CLIENT shall be responsible for setting CLIENT policy as it pertains to aircraft fee billing, including but not limited to fee structures, types of aircraft activities deemed billable, and other matters that may involve CONTRACTOR’s Work in the performance of this AGREEMENT. CONTRACTOR accepts no responsibility and expresses no opinion as to the legality of aircraft fee billing policies instituted by the CLIENT. The CLIENT is responsible for communicating these policies to the appropriate CLIENT stakeholders including the flying community.

3.2.5. Fee Changes: CLIENT shall notify CONTRACTOR in writing of all aircraft operating fee changes, including but not limited to rates and billing rules, via email to [email protected] at least fortyfive (45) calendar days prior to implementation. If CLIENT fails to provide timely and accurate notification CONTRACTOR shall have no obligation to implement such changes retroactively or upon a future date less than forty-five (45) days from notification and shall not be liable for any consequences, financial or otherwise, resulting from the continued application of preexisting fee rate or structures.

3.2.6. Public Disclosure of Fee Information: CLIENT shall maintain a publicly accessible listing of aircraft operating fees on its website. This listing shall include a current list of fees and rates or provide a direct link to a document containing the current fees and rates. CONTRACTOR shall not be liable for any consequences, financial or otherwise, resulting from CLIENT’s failure to post accurate and/or current fee information on its website as required herein.

3.2.7. Authorization to Bill & Authorization to Collect Documentation: CLIENT shall provide to CONTRACTOR within thirty (30) calendar days of AGREEMENT execution an “Authorization to Bill & Collect” letter with materially similar form and content to the example provided in EXHIBIT B. The letter must be provided on the official letterhead of the CLIENT and signed by an authorized representative of the CLIENT.

CLIENT shall provide to CONTRACTOR within thirty (30) calendar days of AGREEMENT execution an “Authorization to Collect” letter with materially similar form and content to the example provided in EXHIBIT C. The letter must be provided on the official letterhead of the CLIENT and signed by an authorized representative of the CLIENT.
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3.2.7.1. No later than thirty (30) days following the COMMENCEMENT DATE, CLIENT will provide the “Authorization to Bill & Collect” letter on the webpage where fee information is displayed for public view. CLIENT may either provide a link to the letter in PDF form or post the content of the Letter itself on the fee page.

3.2.7.2. No later than thirty (30) days following the COMMENCEMENT DATE, CLIENT will provide a link to CONTRACTOR’s secure payment portal on the webpage where fee information is displayed for public view. The link shall include the following information in materially similar form and content:

Vector offers a self-service web portal for convenient online payments and account management at https://payment.PLANEPASS.com. The portal* allows aircraft operators to:
1) Update contact information, including email or postal mail addresses 2) Process credit card payments
3) Enroll in electronic invoicing
4) View account history
5) Request copies of invoices via email or download Excel-formatted invoices *The portal login is based on Vector invoice number and Vector operator ID

3.2.8. Additional Documentation: CLIENT shall execute and deliver any other agreements, amendments, change orders, letters or other applicable documentation that CONTRACTOR deems necessary in order for CONTRACTOR to provide the Products and Services requested by CLIENT from time to time. #3..
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EXHIBIT B – Authorization to Bill Letter
DATE
Dear Modesto City–County Airport Community,
Effective DATE, Vector Airport Systems (“Vector”) assumed the billing and collection of landing fees on behalf of Modesto City–County Airport (MOD). {If applicable: For all operations occurring until midnight on DATE, Modesto City–County Airport will bill and continue to collect landing fees for commercial and/or general aviation flight activity.) “Landing fees” is a commonly used term that refers to aircraft operating fees. Landing fees for MOD are currently charged using the time of departure/arrival {choose one}. Please be aware that touch-and-go operations are considered departures/arrivals and thus are billed.

Vector will assess and bill fees in accordance with the Airport’s established Landing Fee schedule located at:
______________. [The Airport should insert a web hyperlink to the City/County website stating the established fee] Please note that landing fees are calculated using the aircraft’s FAA-certified MTOW/MLW {Choose one}.

Vector transmits a monthly invoice to an aircraft’s registered owner or managing entity after the conclusion of each monthly billing cycle. Vector offers a self-service web portal for convenient online payments and account management at https://payment.planepass.com.
 Vector’s self-service web portal* allows aircraft operators to:
1) Update contact information, including email or postal mail addresses 2) Process credit card payments
3) Enroll in electronic invoicing
4) View account history
5) Request copies of invoices via email or download Excel-formatted invoices *The portal login is based on Vector invoice number and Vector operator ID For billing questions or concerns, please contact Vector’s PLANEPASS® billing service team at [email protected] or (888) 588-0028 Option 01 or x700.

The Airport’s Administration Office staff may also be reached [insert email].

Sincerely,
[insert signature - preferably a cursive version of your wet signature]

SAMPLE
ONLY

DO NOT COMPLETE
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EXHIBIT C – Authorization to Collect Letter
DATE
Dear Modesto City–County Airport Aircraft Operator,
Since DATE, Vector Airport Systems (“Vector”) has managed the billing and collection of landing fees on behalf of Modesto City–County Airport (MOD). Vector is authorized to collect balances due on the Airport’s behalf.

Modesto City–County Airport (MOD) is aware of the outstanding balance owed on your account. Please remit payment to Vector immediately. The Airport does not accept payments directly. Further action may be taken if payment is not made in the next 10 business days.

I. How To Pay: Vector offers multiple payment methods:

For check or EFT payments, please use the following information:

Account Name: Vector PLANEPASS® - US Airports
Lockbox Address:

Account Number:

Bank Name:

Bank ABA Routing Number:

International Wire Number*:

SWIFT Code:
- For credit card payments, please visit Vector’s PLANEPASS® Payment Portal: https://payment.planepass.com II. Billing Concerns & Account Management with Activity Details:

Vector’s PLANEPASS® Payment Portal (https://payment.planepass.com)* allows aircraft operators to:
1) Make credit card payments
2) Update account information including email and postal mail addresses 3) View airport fee structures, Authorization to Bill letters, and W9s 4) Enroll in electronic invoicing
5) View account history
6) View and download invoices as .csv files for use in MS Excel *The portal login is based on your Vector invoice number and Vector operator ID.

III. Landing fees: Landing fees for Airport MOD are based upon arrival/DEPARTURE and are not an arrival/DEPARTURE fee. Vector assesses and bills these fees in accordance with the established landing fee structure located at: [insert link to proper Airport webpage]
If you have questions unrelated to billing, you may contact the Airport’s Administration Office staff at [insert email] and [phone number]. You may contact Vector’s PLANEPASS® billing service team at [email protected] or (888) 588- 0028 Option 01 or x700.

Sincerely,
[insert personalized signature – this should be your unique personalized signature like this one:] SAMPLE
ONLY

DO NOT COMPLETE
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EXHIBIT D – CHANGE ORDER
REQUESTED BY (CLIENT): CONTRACTOR:

Client Name: Contractor Name: Vector Airport Systems, LLC.

Address: Address: 280 Sunset Park Dr
Herndon, VA 20170
Requestor Name: Contractor Phone: (703) 817-7777
Requestor Phone: Contractor Email: [email protected] Requestor Email:

Change Order No.

Date of Request:

Description of Change Reason For Change Requested Effective Date
APPROVED BY:

THIS CHANGE ORDER IS NOT CONSIDERED ACCEPTED OR EFFECTIVE UNTIL EXECUTED BY AUTHORIZED REPRESENTATIVES OF BOTH THE REQUESTOR AND CONTRACTOR BELOW.

Change Orders must be submitted to [email protected] at least forty-five (45) calendar days prior to requested effective date.

AUTHORIZED REQUESTOR NAME AUTHORIZED CONTRACTOR NAME

AUTHORIZED REQUESTOR SIGNATURE AUTHORIZED CONTRACTOR SIGNATURE

DATE OF ACCEPTANCE DATE OF ACCEPTANCE
SAMPLE
ONLY

DO NOT COMPLETE
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Modesto City-County Airport Rates & Fees
Effective July 1, 2025 Attachment B
SECTION 1. HANGARS. Rental charges for the rental of hangars at the Modesto CityCounty Airport/Harry Sham Field are hereby established as follows, payable in advance:
(a) T-Hangars and Storage Units as of July 2025 rounded to the nearest dollar:

Small T-Hangars $213 per month
(No electricity provided)
Hangar A Units 2-12
Hangar B Units 2-9
Hangar C Units 2, 3, 7
Hangar D Units 2, 4 & 7-9
Small T-Hangars $249 per month
(Electricity provided)
Hangar A Unit 1
Hangar C Units 4-6
Hangar D Unit 3, 5, 6
Medium T-Hangars $265 per month
(No electricity provided)
Hangar B Unit 10
Hangar D Unit 10
Medium T-Hangars $334 per month
(Electricity provided)
Hangar B Unit 1
Hangar C Units 1, 8
Hangar D Unit 1
Hangar E Units 1-10
Hangar F Units 1-10
Hangar G Units 1-8, 10
Hangar H Units 1-8, 10
Hangar J Units 1-10
Hangar L Units 1-10
Large T-Hangars $393 per month
(Electricity provided)
Hangar G Unit 9
Hangar H Unit 9
Hangar K Units 2-6, 8-11
Large Modified Box Hangar $478 per month
(Electricity provided)
Hangar K Unit 1,7
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Modesto City-County Airport Rates & Fees
Effective July 1, 2025 Attachment B
Extra Large T-Hangars $567 per month
(Electricity provided)
Hangar I Units 1-8
Storage Units
Hangar G Storage Unit $59 per month
Hangar H Storage Unit $59 per month
Hangar I Storage Unit $155 per month
Hangar J Storage Unit $59 per month
Hangar L Storage Unit $59 per month
All T-Hangars leased under Section 1 subparagraphs (a) with no electricity which later have electricity installed will increase to the electricity provided rate with corresponding THangar size. (b) Corporate Executive Commercial Box Hangars
Hangar 1 $2,054 per month
Hangar 2 $1,673 per month
Hangar 3 $917 per month
Hangar 4 $1,563 per month
Hangar 5 $1,556 per month
Hangar 6 $917 per month
Hangar 7 $917 per month
(c) Portable Hangars and Land Lease
Portable Hangars 1-14 $84 per month
Land Lease - (per sq. ft.) $.068 per month
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Modesto City-County Airport Rates & Fees
Effective July 1, 2025 Attachment B
A five percent (5%) discount will be made in any of the above rental charges when a year’s lease is entered into and the year’s rental charges are paid in advance.

SECTION 2. AIRPORT KEYS
(a) Two (2) hangar keys and one (1) gate proximity card are included in initial lease
(b) $45.00 for each additional proximity card
(c) $45.00 for each additional hangar key
SECTION 3. TIE-DOWN FEES. Tie-down charges and fees at the Modesto CityCounty Airport/Harry Sham Field are hereby established as follows, payable in advance:
(a) Aircraft less than 12,500 lbs. maximum certificated gross landing weight Permanent $55 per month
Transient $9.70 per day
(b) Aircraft greater than 12,501 lbs. maximum certificated gross landing weight Permanent $93 per month
Transient $19 per day
A five-percent (5%) discount will be made in the rental charges set forth in Section 1 subparagraphs (a), (b), and (c), when a year’s lease is entered into and the year’s rental charges are paid in advance.

A volume discount may be given to Fixed Base Operators (FBO) that operate flight schools for light single and multi-engine aircraft (less than 12,500 lbs. of maximum certificated gross landing weight) for tie-down spaces as set forth in subsections (a) and (b) above. For every #3..
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Modesto City-County Airport Rates & Fees
Effective July 1, 2025 Attachment B
two tail-in spaces the FBO agrees to lease, one taxi-in tie-down may be leased for the same price as a tail-in tie-down.

Overnight tie-down of aircraft belonging to or in the custody or possession of a lessee at the Modesto City-County Airport/Harry Sham Field shall be subject to the normal tie-down charge as specified by this section.

SECTION 4. OFFICE SPACE. The monthly charge for office space(s) at the Modesto City-County Airport/Harry Sham Field are hereby established as follows:

Office Spaces/when …………………… $1.36 per sq. ft.

Utilities furnished by Airport
Office Building(s) 1 & 2 …………………… $1.15 per sq. ft.

Utilities furnished by Tenant
SECTION 5. TEMPORARY USE OF AIRPORT PASSENGER TERMINAL.

Organization and service providers desiring to temporarily use the passenger terminal will be charged a daily rate:
(a) Ticket counter …………………… $1.15 per sq. ft.
(b) Other areas …………………… $1.15 per sq. ft.

SECTION 6. UTILITY COST
(a) When electricity is provided, …………………… $.22 per sq. ft. an additional utility rate will
be included each month
SECTION 7. AIRCRAFT CARRYING PASSENGERS AND/OR CARGO FOR HIRE.

Aircraft landing at the Modesto City-County Airport/Harry Sham Field shall pay a landing fee as follows:
(a) All aircraft weighing less than 9,500 lbs. maximum certificated gross landing #3..
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Modesto City-County Airport Rates & Fees
Effective July 1, 2025 Attachment B
weight - $0.00 per landing
(b) All aircraft weighing greater than 9,501 lbs. maximum certificated gross landing weight – $1.23 per 1,000 pounds per landing
(c) No landing fee shall be charged for any aircraft, which lands at the airport due to any mechanical or other emergency, except weather, provided that such emergency is reported to the Airport Control Tower prior to landing.

SECTION 8. PASSENGER FACILITY CHARGE (PFC). Commercial air carrying passengers excluding “frequent flyers” or similar airline bonus award enplaning at Modesto CityCounty Airport/Harry Sham Field shall pay a PFC as approved by Federal Aviation Regulations (FAR) Part 158.
(a) Enplaned passenger by airline - $4.75 per ticketed passenger SECTION 9. ADVERTISEMENT CALLBOARD. Firms wishing to advertise in the airport passenger terminal shall have an approved agreement with the City of Modesto. A monthly charge shall be assessed for the use of the advertisement callboard as follows Display Size Display Only Display & Telephone

7.5” x 9.5” $21.00 $32.00

7.5” x 21” $42.00 $64.00
19” x 21” $53.00 $74.00
SECTION 10. MODESTO CITY-COUNTY AIRPORT BASED COMMERCIAL SERVICES Any person engaging in a commercial enterprise based at the Modesto City-County Airport/Harry Sham Field shall pay to the City a fee equivalent to the City Business License Fees set forth in Chapter 1 of Title 6 of the Modesto Municipal Code, except that a minimum fee of $100 will be paid for each aircraft sold, for the privilege of engaging in business in the City of Modesto and on the Airport. Said sum shall be payable at the time and in the manner provided for in Chapter 1 of Title 6 of the Modesto Municipal Code. #3..
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Modesto City-County Airport Rates & Fees
Effective July 1, 2025 Attachment B
SECTION 11. FUEL FLOWAGE FEES. A fuel flowage fee of eight cents ($.08296) per gallon of fuel sold or dispensed on the Airport shall be collected for the City of Modesto by the fuel vendors, except that reduced fuel flowage fees collected from scheduled air carriers can be negotiated for volume purchases.

SECTION 12. TEMPORARILY BASED COMMERCIAL SERVICES. Any person engaging in a commercial enterprise, temporarily based at the Modesto City-County Airport/Harry Sham Field, shall pay to the City a license fee in the sum of two hundred and no/100ths ($200.00) dollars, payable in advance.

Each such operator shall also pay to the City as a minimum an additional sum of ninetysix and no/100ths ($96.00) dollars per month, or any portion thereof, payable in advance, for the privilege of using the Airport and its facilities.

SECTION 13. OFF-AIRPORT CAR RENTAL OPERATOR FEE. Off-airport operators picking up customers at the Modesto City-County Airport/Harry Sham Field will pay to the City of Modesto ten percent (10%) of gross receipt for each vehicle rental. Additionally, the operators will be assessed a parking fee at the same rate on-airport car rental operators are charged for vehicles left in the public parking area overnight.

SECTION 14. MOTOR VEHICLE STORAGE CHARGES. Any person who parks a motor vehicle in Terminal Building Parking Lots at the Modesto City-County Airport/Harry Sham Field shall pay eight and no/100ths ($8.00) dollars per day.

SECTION 15. PENALTIES. A five percent (5%) per month penalty charge shall be made on any of the charges and fees established by this resolution when such charges and fees are not paid within thirty (30) days after they are due and payable. No penalties will be collected on the PFC.
#3..
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Modesto City-County Airport Rates & Fees
Effective July 1, 2025 Attachment B
SECTION 16. ADJUSTMENT OF RENTS, FEES AND CHARGES.

Rates and fees for the Airport may be adjusted from time to time by Resolution of the City Council.

For other than fair market value adjustments, said rents, fees, and charges shall be adjusted in the following manner: The base for computing the adjustment is the National Consumer Price Index for All Urban Consumers, West Urban Area, published by the United States Department of Labor, Bureau of Labor Statistics (“Index”), with a base year of 1982 – 1984 = 100 (“Beginning Index”). In no case shall the minimum rents, fees and charges be less than existing approved and adopted rents, fees and charges. #3..
- 111 -
280 Sunset Park Dr| Herndon, VA 20170
Phone: 703-817-7777 | www.vector-us.com
8/21/2025 Vector Airport Systems | Confidential and Proprietary 1 August 21, 2025
RE: Sole Source for the PLANEPASS® service from Vector Airport Systems Vector’s position in the market is unique:
1) Vector is the only proven vendor and trusted solution for aircraft fee billing in the U.S., with paying relationships with 66,000 aircraft operators and billing over $60M annually for over 600,000 aircraft landings on behalf of our 106 airport clients including 15 CA airports (ACV, HAF,

OAK, OXR, TRK, TOA, STS, SQL, SMO, SBD, SBA, CMA, BFL, APC, SBP) 2) Vector has a proven 99.6% historical annual collection rate across our airport clients, mostly because operators know and trust us. We have a dedicated U.S. based operator support and collection team of 12 people who are experts at collecting fees from both U.S. and non-U.S. based operators. Service is available by phone, email or through our web-based Operator Portal 3) Only Vector uses a custom AI process to fuse multiple (anywhere from 3 to 5) unique flighttracking data sources to correlate and interpret flight track data to get the most accurate and reliable picture of all flights in and out of your airport. This proves to be significantly more effective than solutions based on a single flight-tracking source. Vector provides this capability at no cost to the airport.
4) Our PLANEPASS service can track, identify, and bill even the most challenging aircraft, including:
• Aircraft enrolled in the FAA LADD and PIA programs for billing purposes. • Aircraft using visual flight rules (VFR), including helicopters • Ability to track and identify aircraft operating with incorrect or missing flight plans 5) Vector’s operator database currently contains proprietary billing information compiled over years of business for over 66,000 operators worldwide. Vector knows how to collect from operators and does not solely rely on FAA registration information which may not be current. 6) Only Vector accepts physical checks as payment from operators in addition to credit cards, AVCARD, ACH, and wire transfers. Physical checks currently make up 40% of all operator payments to Vector.

To the best of our knowledge, no other vendor offers this comprehensive and uniquely integrated web-based service.

Sincerely,
William Repole
Chief Operating Officer
Vector Airport Systems
#3..
- 112 -

CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

December 17, 2025
Date: October 13, 2025
TO: Finance Committee
Rosa Escutia-Braaton, Chair
David Wright, Vice-Chair
Nick Bavaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Bill Sandhu, Public Works Director
SUBJECT: First Amendment to the Agreement for Material Hauling Services CONTACT: Guillermo P. Aguilera, Compost Facility Supervisor, [email protected], 209-571-5145
DESCRIPTION:

Consider the First Amendment with California Material Inc. of Stockton, CA for Material Hauling Services, increasing the Agreement amount by $621,746 over the term of the Agreement and forwarding to Council for approval. (Funding Source: Compost Fund) STRATEGIC PLAN ELEMENT:

The recommended action is consistent with the City of Modesto 2025-2026 Strategic Plan Element: “Economic Vitality”, Goal H: “Achieve long-term financial sustainability.”; Strategies No. One: “develop a strategy for long-term financial sustainability,” and No. Two: “reduce general liability exposure claims.”
BACKGROUND:

The Public Works and Utilities Departments require material hauling services for asphalt, dirt, asphalt grindings, rock, road base material, and concrete. Compost, sewer, storm drain, water, and street construction operations generate large amounts of materials that must be transported to and from the jobsite. This usually requires multiple large tractor-trailer end dumps to haul the material away where it is stockpiled for recycling or reallocation. These services are also needed for the delivery of new materials to the jobsite. City departments do not have trucks or staffing to haul large amounts of materials when needed.

Due to the unpredictable nature of the work, it is not always possible for the divisions to know what their immediate need is. Departments assume the highest-need scenarios when estimating annual amounts needed for hauling. The current agreement includes Water, Wastewater, and Storm Drain Divisions from the Utilities Departments, along with Compost, Solid Waste, and Streets Divisions from the Public Works Department.
#4..
- 113 -
Finance Committee, December 17, 2025
First Amendment to the Agreement for Material Hauling Services

On December 5, 2023, by Resolution 2023-530, Council approved a two-year agreement with three one-year extension options with California Materials Inc. of Stockton, CA, for a total not to exceed $625,000 over five years. Compost anticipated an annual spend of $75,000 per year, accounting for $375,000 of the total.

Since the initial costs were estimated, the City has received four violations from the Central Valley Water Board, as documented in the April 16, 2025, inspection report, two of which will be addressed with this requested amendment. The first is that the Compost Facility’s 10-Acre Final Product Storage Area contained significant undulations and depressions, which could lead to extensive ponding. The second violation is that the southern portion of the active compost pad, which only contains a soil-improved pad, appeared to be in poor condition with notable undulations that could lead to ponding. Similar conditions were noted in a previous Notice of Violation (NOV) issued February 21, 2024. Following the February NOV, the City was initially given until September 30, 2024 to submit a work plan to make permanent facility improvements.

The City asked for an extension which was granted, moving the due date to December 1, 2025, with the stipulation that, if not achieved, the penalties would be enforced as of the initial due date in September 2024.

DISCUSSION:

Increasing waste hauling services will help address these violations by allowing the Facility to process and move materials quickly. To achieve compliance, the Facility must make the needed repairs to meet Water Board standards. This has required the Facility to process material more rapidly to free up the space necessary to make these repairs.

This action plan is already in progress and will continue until compliance is gained. The Streets Division will add a blacktop layer to these areas, but first all the material must be moved. The Facility has already started processing large amounts of material and has removed approximately seven piles, each with 3,000 to 4,000 tons.

The need for the increase in waste hauling service will continue at this rate for the next year.

Once things stabilize, it is anticipated that the ongoing annual need will be higher than previously expected due to an increase in green waste loads being delivered to the Compost Facility.

Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204 where the Purchasing Manager, in his or her discretion, determines that it is appropriate to amend the services or goods provided under an existing agreement to include additional similar goods or services, of limited quantity or scope, in order to increase efficiency and avoid delays or disruptions to City projects or services.

FISCAL IMPACT:

The report, which must include the proposal and schedule to repair and reconstruct, must be submitted by December 1, 2025. If it is not, the original due date of September 30, 2024, will remain in effect and will be used for calculating enforcement penalties. The minimum enforcement penalties are $1,000 per day of noncompliance, which would be a total penalty upwards of $365,000 and increasing daily.

The overall agreement total was calculated by forecasting the Consumer Price Index (CPI) percentage increases of 5.4% based on an average of the CPI index over the last twelve months. City staff project annual increases based on this estimated forecast. Annual increases will be calculated using the current CPI index at the time of the requested increase. #4..
- 114 -
Finance Committee, December 17, 2025
First Amendment to the Agreement for Material Hauling Services

Compost Operating Fund – 4890
Current Estimate Proposed Increase Amended Total Average Increase Year 1
$
125,000.00
$
125,000.00
Year 2
$
125,000.00
$
250,000.00
$
375,000.00
$
280,437.00
Year 3
$
125,000.00
$
263,500.00
$
388,500.00
$
280,437.00
Year 4
$
125,000.00
$
52,700.00
$
177,700.00
$
280,437.00
Year 5
$
125,000.00
$
55,546.00
$
180,546.00
$
280,435.00
Total
$
621,746.00
$
1,246,746.00
The original agreement has an estimated annual spend of $125,000, $75,000 of which has been allocated for annual spending by the Compost Facility (account 4890-56030-53300), for a total of $375,000 over the life of the agreement. If approved, this amendment would adjust the current annual estimate for this agreement from $125,000 per year, to $280,437 per year for years two through four, and $280,435 for year five of the agreement, with the additional $621,746 to be allocated to Compost Facility expenses using account 4890-56030-53300, in addition to the original $375,000 for a total of $996,746 for the Facility over the life of the agreement.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the First Amendment with California Materials Inc., for Material Hauling Services, to a new estimated annual amount of $280,437, to a new total amount not to exceed $1,246,746 over the term of the Agreement; and forwarding to Council for approval.

Approved by:

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

1. First Amendment

2. Material Hauling Agreement

3. CA Levine Act Disclosure Form
#4..
- 115 -

FIRST AMENDMENT TO AGREEMENT
WITH CALIFORNIA MATERIALS, INC. FOR MATERIAL HAULING SERVICES This FIRST AMENDMENT to the Agreement for MATERIAL HAULING SERVICES entered into between the CITY OF MODESTO, a municipal corporation of the State of California _, 2026.

RECITALS
This FIRST AMENDMENT to Agreement for MATERIAL HAULING SERVICES is made with regard to the following recitals:

WHEREAS, CITY and CONTRACTOR previously entered into an Agreement for MATERIAL HAULING SERVICES on the 5th day of December, 2023 (the "ORIGINAL AGREEMENT"), and WHEREAS, CITY and CONTRACTOR desire to amend the ORIGINAL AGREEMENT by increasing the previously approved estimated annual amount from $125,000 to $280,437 and a total amount not to exceed from $625,000 to $1,246,746.

NOW, THEREFORE, in consideration of this FIRST AMENDMENT, and the mutual promises, covenants, and signatures contained in the ORIGINAL AGREEMENT and this FIRST AMENDMENT, the parties agree as follows:

1. THE WORK, Section 1, paragraph E, of the ORIGINAL AGREEMENT shall be deleted and replaced in its entirety with the following:
"CONTRACTOR shall furnish said services at the following AGREEMENT rates for an estimated annual amount of $280,437. The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $1,246,746. 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.

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

IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this FIRST AMENDMENT to the ORIGINAL AGREEMENT for MATERIAL HAULING SERVICES by its City Manager and attestation by its City Clerk under the authority of Resolution No. ___________ on the ________ day of ___________, 2026, and CALIFORNIA MATERIALS, INC. has caused this FIRST AMENDMENT to be duly executed as of the Effective Date. #4..
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

December 17, 2025
Date: November 25, 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: First Amendment Painting of Water Wells and Tank Sites CONTACT: Jeff Daniels, Wastewater Division Manager, [email protected], 209-577- 6255
DESCRIPTION:

Consider the First Amendment with HB Restoration Inc., Rio Linda, CA, for the Painting of Water Wells and Tank Sites increasing the Agreement amount by $868,453 and forwarding to Council for approval. (Funding Source: Wastewater 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:

The City of Modesto, Water Services Division, operates and maintains one hundred and two (102) water well sites and thirteen (13) storage tank sites located in and around Modesto, Salida, Turlock, Grayson, Del Rio, Ceres, and Empire. The Water Division’s painting program identifies and prioritizes the painting of well and tank sites, estimating six (6) well sites and one (1) tank site for each contract year.

Tank sites are typically painted every five (5) to ten (10) years with an estimated annual cost of $82,000. Services could include painting tanks, control rooms, electrical cabinets, conduit, motors, water pipelines and appurtenances. All surfaces are pressured washed, paint scraped when needed, spot primed and painted.

On October 8, 2024, by Resolution 2024-377, Council authorized an Agreement for the Painting of Water Wells and Tank Sites to HB Restoration Inc., Rio Linda, CA, for two-years (2) with three (3) one-year (1) extensions options at the sole discretion of the City, for an estimated annual amount of $126,000 and a total amount not to exceed $669,076 over five (5) years. #5..
- 136 -
Finance Committee, December 17, 2025
First Amendment Painting of Water Wells and Tank Sites

DISCUSSION:

The Wastewater Division is responsible for maintaining the City’s assets at the City of Modesto Regional Water Recycling Facility – Sutter Campus and Jennings Campus, including various pump station sites throughout the City. These assets are routinely exposed to highly corrosive environments due to the presence of hydrogen sulfide generated by sewer contents.

Wastewater staff determined it was necessary to begin a regularly scheduled maintenance program for the painting of various assets considered at risk of breakdown due to the corrosive environments where they are housed. The pricing and services Wastewater is now requesting were captured as part of the scope of the IFB that was solicited for the Water Division but due to the number of facilities and structures that required sites visits for more accurate estimates the quotes for Wastewater weren’t received until much later, after the Agreement was put in place for the Water Division. The Wastewater Division is requesting the same services utilized by the Water Division. The original Agreement amount included pricing for hourly rates for painters and the cost for paint for the painting of the Water Division’s water wells and Tank sites.

The Wastewater Division would like to increase the existing agreement in order to include the painting of the City’s Wastewater assets, which include Wastewater structures, tanks, backflows, pumping stations, aboveground pipes and safety railings by an estimated $200,000 a year, for a total not to exceed $1,537,529 over five years for the work needed for both Wastewater and Water Division.

Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(f) “Where the Purchasing Manager, in his or her discretion, determines that it is appropriate to amend the services or goods provided under an existing agreement to include additional similar goods or services, or limited quantity or scope, in order to increase efficiency and avoid delays or disruption to City projects or services” This service is essential in preserving the integrity of the City’s Wastewater assets. The paint serves as a protective barrier, shielding assets from external corrosion and breakdown and extends the life of assets through regularly scheduled maintenance.

FISCAL IMPACT:

The increase in the estimated annual amount of $200,000 will be absorbed within the current Utilities Department, Wastewater Division FY 2025-26 operating budget and ongoing annual costs will be included as part of the adopted budget, accounting string: 4210-44313-53150.

Expenditures for the previous five-year agreement for painting of water wells and tank sites are listed below:

Contract Year Expended
YR 1 (10/08/19 – 10/07/20) $ -
YR 2 (10/08/20 – 10/07/21) $ 80,346
YR 3 (10/08/21 – 10/07/22) $ 85,790
YR 4 (10/08/22 – 10/07/23) $ 77,416
YR 5 (10/08/23 - YTD) $ 84,319
TOTAL $ 327,871
AVERAGE $ 81,968
#5..
- 137 -
Finance Committee, December 17, 2025
First Amendment Painting of Water Wells and Tank Sites

The most recent bid submittal for the Water Division included a 40% price increase that was calculated into the original request to provide a new base request total. Contract years 3-5 included a 5% Consumer Price Index (CPI) increase to cover any negotiated requests that may be submitted to the Purchasing Division. The overall agreement total was calculated by forecasting CPI percentage increases based on an average of the CPI index over the last twelve (12) months. City Staff project annual increases based on this estimated forecast. Annual increases will be calculated using the CPI index at the time of the requested increase.

ANTICIPATED AGREEMENT EXPENDITURES:

CY 1 CY2 CY3 CY4 CY5
Water Base Request Total $ 126,000 $ 126,000 $ 126,000 $ 132,300 $ 138,915 5% CPI Increase $ 6,300 $ 6,615 $ 6,946
Wastewater Base Request Total $ 0 $ 200,000 $ 200,000 $ 211,000 $ 222,605

5.5% CPI Increase $ 11,000 $ 11,605 $ 12,243
New Contract Year Totals $ 126,000 $ 326,000 $ 343,300 $ 361,520 $ 380,709 New 5 Year Contract Total $ 1,537,529
Water agreement total was calculated with a 5% CPI increase, while Wastewater’s agreement is calculated with a 5.5% CPI increase. The difference is due to the different time frame of Wastewater joining the agreement.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the First Amendment with HB Restoration Inc., Rio Linda for the Painting of Water Wells and Tank Sites increasing the Agreement amount by $868,453 for a new estimated annual amount of $326,000, and a new total amount of $1,537,529 through the term of the agreement and forwarding to Council for approval.

Approved by:

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

1. First Amendment

2. HB Restoration Original Agreement

3. CA Levine Act Disclosure Form

4. Exhibit B
#5..
- 138 -

FIRST AMENDMENT TO AGREEMENT

WITH HB RESTORATION FOR PAINTING OF WATER WELLS AND TANK SITES This FIRST AMENDMENT to the Agreement for Painting of Water Wells and Tank Sites (“FIRST AMENDMENT”) is entered into between the CITY OF MODESTO, a municipal corporation of the State of California (hereinafter the “City”) and HB Restoration, a California Corporation (hereinafter “Contractor”) as of ______________, 2026.

RECITALS
This FIRST AMENDMENT for Painting of Water Wells and Tank Sites is made with regard to the following recitals:

WHEREAS, CITY and CONTRACTOR previously entered into an Agreement for Painting of Water Wells and Tank Sites on the 8th day of October 2024 (the “Original Agreement”), and
WHEREAS, CITY and CONTRACTOR desire to amend the Original Agreement to increase compensation by $200,000 annually from an estimated annual amount of $126,000 to a new estimated annual amount of $326,000 and a new total amount not to exceed of $1,537,529.

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

1. THE WORK, Section e, paragraph 1, of the Original Agreement shall be replaced in its entirety with the following:
“CONTRACTOR shall furnish said services at the following AGREEMENT rates for an estimated annual amount $326,000. The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not #5..
- 139 -
exceed $1,537,529. 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.”

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

IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this FIRST AMENDMENT to Agreement for Consultant Services by its City Manager and attestation by its City Clerk under the authority of Resolution No. 2026- _____ on the ________ day of ___________, 2026, and HB Restoration has caused this First Amendment to be duly executed as of the Effective Date. #5..
- 140 -

 



 




 





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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
C
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Owner date Bid Time:

Owner address Contact/Tell:

Contact/Fax:

Contact/Email:

We hereby Submit Specifications and estimates for:

Painting As Listed Per Plant [Spot Prime and 2 coats Finsh DTM [metals] A100 for all other surfaces] DTM is Sherwin Williams Pro Industrial DTM in Eggshell or Semigloss Well #15 $10,003.00 Outfall Pumping Station $16,235.00
Light Standards $222.00 Each Vaulve Farm Actuators [5] $2,645.00 Backflow + 2 Gas Convaults $4,437.00 Scum Pump/Clarifyer #1 $15,762.00 Well #15B $14,325.00 Scum Pump/Clarifyer #2 $15,762.00
Sludge Meter Pit (2) $8,269.00 CBT Building Ext. $13,085.00 Saftey Railing [Digester Pits, not the bridges] $6,430.00 Digester Discharge Line + Sludge Mix Pump $15,700.00 High Voltage Cabinets $3,233.00 Digester Discharge Line + Sludge Mix Pump $15,700.00 Bld 34 + Generator Exterior $8,367.00 Sludge Mix Building Ext. $13,160.00 Diversion Structure $4,286.00 Sludge Mix Building INT. $26.925.00 Bld 42 Pipes $6,012.000 Grit Deck [22 Actuators] $8,620.00 Grit Pump Room + Headworks $16,847.00 High Voltage E. Generators + Substation A $13,494.00 Influent Screw $16,390.00 Crane $4,286.00
Cannery Seg. + Int. $28,500.00
We Propose hereby to furnish material and labor - complete in accordance with the above specifications, for the sum of:

All material is guaranteed to be as specified. All work to be completed in a workmanlike manner according to standard practices. Any alteration or deviation from above specifications involving extra costs will be executed only upon written orders, and will become an extra Authorized By: ________________________ charge over and above the estimate. All agreements contingent upon strikes, accidents Dimitrios P. Rozakis, CEO or delay beyond our control. Owner to carry fire, tornado, and other necessary insurance. Emmanuel M. Rozakis, COO Our workers are fully covered by Workmen's Compensation Insurance.

If either party commences legal action to enforce its rights pursuant to this agreement, the prevailing party in said legal action shall be entitled to recover its reasonable attorney’s fees and costs of litigation relating to said legal action, as determined by a court of competent jurisdiction.

Acceptance of Proposal Signature:

The above prices, specifications and conditions are satisfactory and are hereby accepted. You are authorized to do the work as specified. Date of Acceptance:

Payment will be made as outlined above.

Note: This proposal may be withdrawn by Horizon Brothers if not accepted by 30 days.

Money Cost:

OR:

Project
Project location
Sutter Plant
H.B Restoration INC.
5907 26th St. Rio Linda, CA. 95673 - Email: [email protected] License # 1034975 - DIR # 1000055112
Cost Proposal & Estimate
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Owner date Bid Time:

Owner address Contact/Tell:

Contact/Fax:

Contact/Email:

We hereby Submit Specifications and estimates for:

Painting As Listed Per Plant [Spot Prime and 2 coats Finsh DTM [metals] A100 for all other surfaces] DTM is Sherwin Williams Pro Industrial DTM in Eggshell or Semigloss Csst-Pmp101 $30,965.00 TP2 WAZ $33,845.00
TP2 Primary $17,005.00 Tp2 Spent Tank $25,250.00
A1LT Recirc CH EFF $10,235.00 TP2 3W Hydro $14,235.00
Phase 1 Primary EFF $9,815.00 TP2 Cooling $14,600.00
TP2 Dilution $18,670.00 TP2 3W Pump Station $26,200.00
Reasearh Channel Pump $22,145.00 TP2 Tetiary E Flow $7,635.00 Fine Screen $8,335.00 TP1 Setiary $24,245.00
TP2 Primary Floor $21,245.00 TP1 Membrane Tank $55,715.00 Membrane Drain $25,715.00 TP1 Oxidation $22,185.00
TP2 CIP Pump $6,315.00 Irrigation PWP Stations $18,235.00 TP2 RAZ Pump Station $46,195.00 EPS Station $85,100.00
We Propose hereby to furnish material and labor - complete in accordance with the above specifications, for the sum of:

All material is guaranteed to be as specified. All work to be completed in a workmanlike manner according to standard practices. Any alteration or deviation from above specifications involving extra costs will be executed only upon written orders, and will become an extra Authorized By: ________________________ charge over and above the estimate. All agreements contingent upon strikes, accidents Dimitrios P. Rozakis, CEO or delay beyond our control. Owner to carry fire, tornado, and other necessary insurance. Emmanuel M. Rozakis, COO Our workers are fully covered by Workmen's Compensation Insurance.

If either party commences legal action to enforce its rights pursuant to this agreement, the prevailing party in said legal action shall be entitled to recover its reasonable attorney’s fees and costs of litigation relating to said legal action, as determined by a court of competent jurisdiction.

Acceptance of Proposal Signature:

The above prices, specifications and conditions are satisfactory and are hereby accepted. You are authorized to do the work as specified. Date of Acceptance:

Payment will be made as outlined above.

Note: This proposal may be withdrawn by Horizon Brothers if not accepted by 30 days.

Money Cost:

OR:

Project
Project location
Jennings Plant
H.B Restoration INC.
5907 26th St. Rio Linda, CA. 95673 - Email: [email protected] License # 1034975 - DIR # 1000055112
Cost Proposal & Estimate
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

December 17, 2025
December 12, 2025
TO: Finance Committee
Rosa Escutia-Braaton, Chair
David Wright, Vice Chair
Nick Bavaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Bill Sandhu, Director of Public Works
SUBJECT: Restated Agreement with Bertolotti Modesto Disposal, Inc., and Adjustment to Maximum Rate Schedule for Solid Waste Collection Services CONTACT: John Chavez, Integrated Waste Program Manager, [email protected], 209-577-5453
DESCRIPTION:

Consider a restated service agreement for solid waste collection service with Bertolotti Modesto Disposal, Inc. to become effective May 1, 2026; the solid waste rate adjustment to the Maximum Rate Schedule for City solid waste collection services provided by solid waste haulers to become effective May 1, 2026, and rescinding Resolution No. 2024-290 and Resolution No. 2024-291; and the update to the Schedule of Cash Security Deposits and Fees for Self-Haul Residents and Businesses, rescinding Resolution No. 2024-292 and forwarding to Council for approval. (Funding Source: Various Funds)
STRATEGIC PLAN ELEMENT:

The recommended is in conformance with the City of Modesto 2025-2026 Strategic Plan Element: “Governance and Service Delivery”, Goal I: “Promote trust and engagement between the community and the City by enhancing responsiveness, communicating broadly about City opportunities and challenges, and increasing public participation in municipal affairs”; Strategy No. One: “reimagine public sector excellence”.

BACKGROUND:

The City of Modesto has contracts with two private sector companies to collect residential, commercial, and industrial garbage, organics, and recyclables, Gilton Solid Waste Management, Inc. (Gilton) and Bertolotti Modesto Disposal, Inc. (Bertolotti). On September 18, 2001, by Resolution No. 2001-465, Council approved the 2001 Service Agreement between the City of Modesto and Bertolotti.
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Finance Committee, December 17, 2025
Restated Agreement with Bertolotti Modesto Disposal, Inc., and Annual Adjustment to Maximum Rate Schedule for Solid Waste Collection Services

On December 4, 2007, by Resolution No. 2007-717, Council approved an amendment to the 2001 Service Agreement. The amended 2001 Service Agreement with Bertolotti has a sevenyear automatic renewal (evergreen) clause that is currently in effect.

On June 27, 2023, by Resolution No. 2023-314, Council approved an agreement with HF&H Consultants, LLC. (HF&H), to conduct an audit and performance review of the City’s two solid waste haulers, including Bertolotti. The performance review included analyzing the current rate setting methodology and testing it for validity, as well as developing a new rate setting methodology. On August 13, 2024, by Resolution No. 2024-293, Council approved the final report and recommendations of HF&H, which provided City staff with next steps for rate methodology development and haulers’ service agreement review. On August 13, 2024, by Resolution No. 2024-289, Council approved the first amendment for HF&H to begin Phase Two to include the negotiation of restating the hauler service agreements. Service agreement negotiations between the City and Bertolotti began January 2025.

DISCUSSION:

City staff value the consistency and reliability of the essential services provided to City of Modesto ratepayers by Bertolotti since 2001. However, Bertolotti has not been required to participate in service agreement negotiations since 2007, leaving the current agreement lacking financial and operational protections for the City that are standard in other jurisdictions. The current agreement does not substantially comply with state law, including 14 CCR 18981.2(a) which requires that a “jurisdiction shall adopt enforceable ordinance(s), or similarly enforceable mechanisms that are consistent with the requirements of this chapter, to mandate that organic waste generators, haulers, and other entities subject to the requirements of this chapter that are subject to the jurisdiction’s authority comply with the requirements of this chapter.” Several of the regulatory requirements delegated to Bertolotti are not sufficiently documented within the Amended 2001 Service Agreement between the City of Modesto and Bertolotti. The Amended 2001 Service Agreement includes an evergreen clause which is no longer the industry standard for similar agreements in the region and statewide.

The proposed restated service agreement will increase the level of accountability, transparency and protection provided to the City and ratepayers. The service agreement update includes revisions to insurance requirements, performance bond amounts, reporting requirements, financial audit requirements, termination protocols, liquidated damages, and exclusivity.

Language has been added for local purchasing preferences, event participation, single family and multi-family bulky item collection, and city-ownership of carts upon agreement expiration.

State mandates related to recycling and organic waste collection have been added, along with associated risk mitigation clauses. The proposed term length is a fixed term of 10 years with a mutual option to extend for one additional five-year term. The existing evergreen clause has been removed in favor of a fixed term agreement. A fixed term agreement will incentivize efficient service, transparency, and accountability for ratepayers.

In their 2023 audit, HF&H found Bertolotti’s costs were five to 10 percent higher than reasonable for operations and 10 to 15 percent higher than reasonable for labor.1 A new rate methodology has been developed by HF&H to address these findings, remove some fee components to avoid 1 City of Modesto 2023 Solid Waste Financial Review and Rate Analysis #6..
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Finance Committee, December 17, 2025
Restated Agreement with Bertolotti Modesto Disposal, Inc., and Annual Adjustment to Maximum Rate Schedule for Solid Waste Collection Services

double-compensation, and align annual cost adjustments with indices to stabilize future rate changes.

FISCAL IMPACT:

Residential Maximum Rate Recommendation
The City has a 3-container collection system: a 96-gallon container for garbage collected weekly, 96-gallon container for organics collected weekly, and a 96-gallon container for recycling collected bi-weekly for residential customers.

Residential
Rate
Effective
9/1/2024
Recommended
Rate Effective
5/1/2026
64-gal cart 2
Recommended
Rate Effective
5/1/2026
96-gal cart
Rate
Difference
for Standard
96-gal cart
Base Rate $ 39.04 $ 44.69 $ 47.86 $ 8.82
Carpenter Road Landfill¹ $ 0.70 $ 0.70 $ 0.70 $ -
City SB 1383 Implementation¹ $ 1.05 $ 1.05 $ 1.05 $ -
Compost Facility Improvements¹ $ 1.70 $ 1.70 $ 1.70 $ - Geer Road Landfill¹ $ 0.81 $ 0.81 $ 0.81 $ -
Green Waste¹ $ 5.44 $ 5.44 $ 5.44 $ -
Recycling Fees¹ $ 0.46 $ 0.46 $ 0.46 $ -
SB 1383 Collection Fee $ 2.70 $ - $ - $ (2.70)
Weekly Organics Collection $ 3.14 $ - $ - $ (3.14)
Fuel Adjustment $ - 0.11 $ - $ - $ 0.11
Total $ 54.93 $ 54.85 $ 58.02 $ 3.09
¹ - City Fees; 2 - Available with City approval only
The new rate methodology developed by HF&H requires the haulers to submit financial data reports outlining the various expenses and revenues incurred over the previous fiscal year as it pertains to services conducted within Modesto City limits. City staff analyzed reports submitted by both haulers from FY 24/25 and determined the base rate per household per month would increase by $8.82. The Fuel Adjustment was previously an $0.11 reduction and will be removed.

The Weekly Organics Collection and SB 1383 Collection Fees in the amount of $5.84 are hauler fees that will be incorporated to the base rate; thus they will be removed, resulting in an overall increase to the maximum rates of $3.09 per month. The monthly total for the standard 96-gallon carts is $58.02.

With City approval, 64-gallon carts for garbage can be made available with a base rate of $44.69, all other fees apply for a total monthly cost of $54.85 The new rates will be implemented with the next billing cycle after effective date of May 1, 2026. Existing customers with a 64- gallon container will receive a pro-rated credit for the first billing period once rates go into effect. #6..
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Finance Committee, December 17, 2025
Restated Agreement with Bertolotti Modesto Disposal, Inc., and Annual Adjustment to Maximum Rate Schedule for Solid Waste Collection Services