Agenda packet — Modesto City Council, January 13, 2026 (part 2 of 4)

department to schedule more preventative maintenance on an as-needed basis which ensures less generator failures. Additionally, departments have identified three (3) generators that are currently not functioning and will need repairs.

An amendment is needed to increase the estimated annual amount of the agreements by $246,200, from $181,300, for a new estimated annual amount of $427,500, with an estimated Consumer Price Increase (CPI) increase of 5.4% for years three through five for a new total combined amount for both agreements not to exceed of $2,284,864 over five (5) years.

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 8-2.204(f) “Where the Purchasing Manager, in his or her discretion, determines that it is appropriate to amend the services or goods provided under an existing agreement to include additional similar goods or services, of limited quantity or scope, in order to increase efficiency and avoid delays or disruptions to City projects or services”.

Increasing the agreed amount for this service ensures that the City departments have the proper funds to maintain and repair generators. It is important to have these generators functional as they are vital to the City departments’ operations.

FISCAL IMPACT:

The table below shows the projected combined spending for both vendors, with a 5.4% increase annually in years three (3) through five (5) as well as a $250,000 in emergency rental. The emergency rental fund ensures that the Utilities Department can maintain operations in the event of a generator failure.

Agreement Year Total
Year 1 $ 181,300
Year 2 $ 427,500
Year 3 $ 450,585
Year 4 $ 474,917
Year 5 $ 500,562
EmergencyRental $ 250,000
Total Not To Exceed $ 2,284,864
The table below shows how the amounts will be allocated annually between both vendors.

Vendor Year 1 Year 2 Year 3 Year 4 Year 5 Totals:

BayCityElectric Works $ 126,910 $ 299,250 $ 315,410 $ 332,442 $ 350,393 $ 1,424,405 PowerGen Inc. $ 54,390 $ 128,250 $ 135,175 $ 142,475 $ 150,169 $ 610,459 UtilitiesEmergencyFund $ - $ - $ - $ - $ - $ 250,000
Totals: $ 181,300 $ 427,500 $ 450,585 $ 474,917 $ 500,562 $ 2,284,864 Estimated expenditures are budgeted in the following department funds:
 Utilities: Sewer Operations (4210-44313), Storm Drain (4480-44311), Water (4100-45040)  Public Works: Fleet Operations (5400-53243)
 General Fund (0100): Police (19490-53100), Fire (18610 and 18212)  Miscellaneous Funds as needed
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City Council, January 13, 2026
First Amendment to the Generator Repair and Preventative Maintenance Service Agreement

Page 3 of 3 ends

Adjusted Estimated Spending (Y2-Y5)
Department Year 1 Year 2 Year 3 Year 4 Year 5 Total:

Utilities - Sewer $ 60,000 $ 120,000 $ 126,480 $ 133,310 $ 140,509 $ 580,299 Utilities - Storm Drain $ 20,000 $ 40,000 $ 42,160 $ 44,437 $ 46,836 $ 193,433 Utilities - Water $ 55,000 $ 200,000 $ 210,800 $ 222,183 $ 234,181 $ 922,164 MPD $ 11,000 $ 20,000 $ 21,080 $ 22,218 $ 23,418 $ 97,716 MFD $ 21,300 $ 28,500 $ 30,039 $ 31,661 $ 33,371 $ 144,871 Public Works Fleet $ 4,000.00 $ 9,000.00 $ 9,486 $ 9,999 $ 10,538 $ 43,023 Misc Divisions $ 10,000.00 $ 10,000.00 $ 10,540 $ 11,109 $ 11,709 $ 53,358 UtilitiesEmergencyFund $ - $ - $ - $ - $ - $ 250,000
Total: $ 181,300 $ 427,500 $ 450,585 $ 474,917 $ 500,562 $ 2,284,864 *Annual 5.4% Increase for Years 3-5
COMMITTEE RECOMMENDATION:

This item was presented to the Finance Committee on November 17, 2025, and the Committee recommended forwarding the item to Council for approval.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving the First Amendments with Bay City Electric Works and PowerGen, Inc for Generator Repair and Preventative Maintenance Services increasing the combined Agreement amounts by $1,070,064 to a new total combined amount not to exceed $2,284,864 over five (5) years for both agreements; and authorizing the City Manager, or his designee to execute the Amendments; and authorizing the Director of Finance or her designee to adjust agreement totals between vendors based on contractor’s availability and department’s needs, ensuring the combined total amount does not change.

Approved by:

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

1. Resolution

2. First Amendment – Bay City Electric

3. First Amendment – PowerGen

4. Original Agreement – Bay City Electric

5. Original Agreement – PowerGen

6. Exhibit B - Bid Submittal - Bay City Electric Works

7. Exhibit B - Bid Submittal - PowerGen Inc

8. CA Levine Act Disclosure Form - Bay City Electric

9. CA Levine Act Disclosure Form - PowerGen
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1/13/2026/Finance/DLove/Item X 1 2026-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2026-

RESOLUTION APPROVING THE FIRST AMENDMENTS WITH BAY CITY ELECTRIC WORKS AND POWERGEN, INC. FOR GENERATOR REPAIR

AND PREVENTATIVE MAINTENANCE SERVICES INCREASING THE
COMBINED AGREEMENT AMOUNTS BY $1,070,064 TO A NEW TOTAL COMBINED AMOUNT NOT TO EXCEED $2,284,864 OVER FIVE (5) YEARS FOR BOTH AGREEMENTS; AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE TO EXECUTE THE AMENDMENTS; AND AUTHORIZING

THE DIRECTOR OF FINANCE OR HER DESIGNEE TO ADJUST
AGREEMENT TOTALS BETWEEN VENDORS BASED ON CONTRACTOR’S
AVAILABILITY AND DEPARTMENT’S NEEDS, ENSURING THE COMBINED

TOTAL AMOUNT DOES NOT CHANGE
WHEREAS, the City of Modesto Utilities Department, Police Department, Fire Department and Public Works Department rely upon contractual agreements for repair and preventative maintenance of approximately sixty-eight (68) generators, although additional generators may be identified over the course of this service agreement.

Stationary generators provide emergency back-up power to various City facilities, allowing departments to continue operations during power outage. Portable generators provide power for special projects in remote areas, back-up power to smaller facilities, and power for Special City events; and
WHEREAS, on August 27, 2024, Council authorized a Citywide Agreement for Generator Repair and Preventative Maintenance Service to Bay City Electric of Livermore, CA, and PowerGen, Inc, of Tracy CA, for a two-year agreement with three (3) one-year extension options for a total amount not to exceed $1,214,800 over five (5) years; and
WHEREAS, there are currently four (4) departments that utilize the agreement with Bay City Electric Works and PowerGen, Inc. During the term of this agreement, it #13..
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1/13/2026/Finance/DLove/Item X 2 2026-XX
has been determined that the initial requested amounts for all departments were underestimated; and
WHEREAS, an increase in funds allows the department to schedule more preventative maintenance on an as-needed basis which ensures less generator failures; and WHEREAS, departments have identified three (3) generators that are currently not functioning and will need repairs; and
WHEREAS, the departments decided an amendment is needed to increase the estimated annual amount of the agreements by $246,200, from $181,300, for a new combined estimated annual amount of $427,500, with an estimated Consumer Price Increase (CPI) increase of 5.4% for years three through five for a new combined total amount not to exceed of $2,284,864 over five (5) years for both agreements; and WHEREAS, based on MMC 8-2.204(f) “Where the Purchasing Manager, in his or her discretion, determines that it is appropriate to amend the services or goods provided under an existing agreement to include additional similar goods or services, of limited quantity or scope, in order to increase efficiency and avoid delays or disruptions to City projects or services”. Increasing the agreed amount for this service will ensure that the City departments have the proper funds to maintain and repair generators. Having these generators functional is vital to the City departments’ operations.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the First Amendments with Bay City Electric Works and PowerGen, Inc for Generator Repair and Preventative Maintenance Services increasing the combined Agreement amounts by $1,070,064 to a new combined total amount not to exceed $2,284,864 over five (5) years for both Agreements. #13..
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1/13/2026/Finance/DLove/Item X 3 2026-XX
BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to execute the Amendments, in a form approved by the City Attorney.

BE IT FURTHER RESOLVED authorizing the Director of Finance or her designee to adjust agreement totals between vendors based on contractor’s availability and department’s needs, ensuring the combined total amount does not change. #13..
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1/13/2026/Finance/DLove/Item X 4 2026-XX
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 13th day of January, 2026, by Councilmember _____, who moved its adoption, which motion being duly seconded by Councilmember ______, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST: _____________________________

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

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

WITH BAY CITY ELECTRIC WORKS FOR GENERATOR REPAIR PREVENTATIVE

MAINTENANCE SERVICES
This First Amendment to the Agreement for Generator Repair Preventative Maintenance Services (“First Amendment”) is entered into between the CITY OF MODESTO, a municipal corporation of the State of California (hereinafter the “CITY”) and Bay City Electric Works, a California corporation (hereinafter “CONTRACTOR”) as of the _______ day of ______________, 2026.

RECITALS
This First Amendment for Generator Repair Preventative Maintenance Services is made with regard to the following recitals:

WHEREAS, CITY and CONTRACTOR previously entered into an Agreement for Generator Repair Preventative Maintenance Services on the 27th day of August 2024 (the “Original Agreement”), and
WHEREAS, CITY and CONTRACTOR desire to amend the Original Agreement increasing the estimated annual amount by $172,340 from $126,910 to a new estimated annual amount of $299,250.

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

1. THE WORK, Section 1(e), 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 $299,250. The total amount #13..
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paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $1,599,405. 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 by its City Manager and attestation by its City Clerk under the authority of Resolution No. 2026-_______ on the ________ day of ___________, 2026, and Bay City Electric Works has caused this First Amendment to be duly executed as of the Effective Date.
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FIRST AMENDMENT TO AGREEMENT
WITH POWERGEN INC. FOR GENERATOR REPAIR AND PREVENTATIVE

MAINTENANCE SERVICES
This First Amendment to the Agreement for Generator Repair and Preventative Maintenance Services (“First Amendment”) is entered into between the CITY OF MODESTO, a municipal corporation of the State of California (hereinafter the “CITY”) and PowerGen Inc., a California corporation (hereinafter “CONTRACTOR”) as of the ________ day of _____________, 2026.

RECITALS
This First Amendment for Generator Repair and Preventative Maintenance Services is made with regard to the following recitals:

WHEREAS, CITY and CONTRACTOR previously entered into an Agreement for Generator Repair and Preventative Maintenance Services on the 27th day of August 2024 (the “Original Agreement”), and
WHEREAS, CITY and CONTRACTOR desire to amend the Original Agreement increasing the estimated annual amount by $73,860 from $54,390 to a new estimated annual amount of $128,250.

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

1. THE WORK, Section 1(e), 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 $128,250. The total amount #13..
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paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $685,459. 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 by its City Manager and attestation by its City Clerk under the authority of Resolution No. 2026-______ on the ________ day of ____________ , 2026, and PowerGen Inc. has caused this First Amendment to be duly executed as of the Effective Date.
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ANNUAL AGREEMENT NO 275315

FOR GENERATOR REPAIR AND PREVENTATIVE MAINTENANCE SERVICES BAY CITY EQUIPMENT INDUSTRIES, INC. DBA BAY CITY ELECTRIC WORKS This agreement, hereinafter called AGREEMENT, made and entered into in the City of Modesto, State of California, this ______ day of _________, 2024, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and Bay City Equipment Industries, Inc. dba Bay City Electric Works, a California Corporation, hereinafter called CONTRACTOR.

W I T N E S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2024- _______authorizing the Award of Bid and agreement for the Generator Repair and Preventative Maintenance Services to CONTRACTOR, attached hereto as Exhibit “A” and made a part hereof, and WHEREAS, the CONTRACTOR provided a responsive and responsible submittal that best meets the CITY needs, attached hereto as Exhibit “B” and made a part hereof, and Docusign Envelope ID: E078AAA8-5727-4CD2-80A1-8A5B58B6DC0C 27th
306
August
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WHEREAS, the CITY and CONTRACTOR shall enter into an agreement for the Generator Repair and Preventative Maintenance SERVICE as described in IFB 2122-46RB, attached hereto as Exhibit “C” and made a part hereof (hereinafter called IFB).

NOW, THEREFORE, the parties hereto mutually agree as follows:

1. THE WORK:
a) CONTRACTOR shall furnish all labor, materials, equipment, fuel, tools, licenses, bonds and
insurance necessary to perform and complete the required work as specified in Exhibit “C”, and in strict accordance with the conditions of the complete AGREEMENT. b) CONTRACTOR shall do and perform the work contemplated hereby in a good workmanlike manner under the direction of and to the satisfaction of the CITY Representative. c) CONTRACTOR shall maintain proper insurance with the CITY for the duration of the AGREEMENT.
d) CONTRACTOR shall maintain a CITY business license for the duration of the AGREEMENT.
e) CONTRACTOR shall furnish said services at the following AGREEMENT rates for an estimated annual amount $126,910. The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $850,360. Unless the services provided are for a lump sum or flat fee, fees for work performed by CONTRACTOR on an hourly basis shall not exceed the amounts shown on Bid attached hereto as Exhibit B.

AGREEMENT PRICING
Service Rates Cost Unit of
Measure
Hourly Rate – Regular Hours $180.00 Hour
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Hourly Rate – After Hours, Weekends and Holidays $270.00 Hour Mileage $2.75 Mile
Parts Mark Up 10% Percentage
Emergency Rental Services Cost Unit of
Measure
Emergency Rental - 50KW (Flat Fee to include all
associated costs) $2,253.00 Day
Emergency Rental - 250KW (Flat Fee to include all
associated costs) $2,901.00 Day
Emergency Rental - 500KW (Flat Fee to include all
associated costs) $3,551.30 Day
Emergency Rental - 750KW (Flat Fee to include all
associated costs) $4,676.00 Day
Emergency Rental - 1250KW (Flat Fee to include all
associated costs) $5,896.74 Day
Labor Craft Direct Labor Rate*
Fringe Benefit
Rate**
Labor
Markup
(percent)
Price Per
Service
Generator Technician $180 /HR N/A 0% $180 /HR
Electrician Foreman $180 /HR N/A 0% $180 /HR
Journey Electrician $180 /HR N/A 0% $180 /HR
Apprentice 2nd Year $180 /HR N/A 0% $180 /HR
*Direct Labor Rate cannot be less than the minimum state prevailing wage. **Provide a copy of the current Fringe Benefit Statement. During the term of the agreement, ensure the City has a copy of the current, applicable statement on file.

Provide a labor markup percent (%) to be applied to all labor in executing work authorized by this agreement.

2. PREVAILING WAGES:

In accordance with California Labor Code Section 1771, CONTRACTOR shall pay all workers, and shall ensure its subcontractors pay all of their workers, engaged in performing the services described in Exhibit “C” not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the services described in Exhibit “C” are to be performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work as provided in the California Labor Code.

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In accordance with California Labor Code Section 1773.2, the City has obtained the general prevailing wages in the locality in which the services described in Exhibit C are to be performed for each craft or type of work needed to be as published by the State of California Department of Industrial Relations, Division of Labor Statistics and Research, a copy of which is on file in the CITY’s Purchasing Department and shall be made available on request. Contractor must comply with all applicable laws and regulations that apply to wages earned in performance of the services described in Exhibit “C”, including those set forth in Labor Code section 1770 et. seq. and in the IFB.

DIR Project ID#: 527646

3. CITY REPRESENTATIVE:

CITY Representative:

Utilities – Water Division
Tony Benns, Utility Plant Operations Supervisor, (209) 342-4574, [email protected]
Utilities – Wastewater Division
Jennings Facility – Rogelio Munguia, Plant Maintenance Supervisor, (209) 857-0087, [email protected]
Sutter Facility and Lift Stations – Richard Christeson, Plant Maintenance Supervisor, (209) 652-4302, [email protected]
Modesto Police Department
Jeremy Dayton, Operations Supervisor, (209) 652-1067,
[email protected]
Modesto Fire Department
Kathryn Volkerts, AOA III, (209) 480-1449, [email protected] Docusign Envelope ID: E078AAA8-5727-4CD2-80A1-8A5B58B6DC0C #13..
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Purchasing Contact:

Melvin Rosal, Buyer, (209) 577-5420, [email protected] The CITY Representative is not authorized to commit the CITY to changes in specifications, requirements, or scope of work, changes in price(s), period of performance or delivery date(s) or method of shipment. Changes of a contractual or business nature shall be effective only by written change to the AGREEMENT, issued by the City of Modesto, Purchasing Division.

4. CONTRACTOR REPRESENTATIVE:

Service Request Contact: (866) 938-8200
Matt Abrahamson – Service Manager, [email protected] Jordan Gonzalez – Assistant Service Manager & Service Coordinator, [email protected]
Jennifer Sexton – Service Coordinator, [email protected] Agreement Contact: Robert Gonzalez, (925) 453-1918, [email protected]

5. TERM OF AGREEMENT:

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

Year 1: September 1, 2024 through August 31, 2025
Year 2: September 1, 2025 through August 31, 2026
Year 3: September 1, 2026 through August 31, 2027
Year 4: September 1, 2027 through August 31, 2028
Year 5: September 1, 2028 through August 31, 2029
Pricing as set forth in Section 1.e. above shall remain firm for the first two years of the AGREEMENT.

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

6. LIABILITY INSURANCE:

The CONTRACTOR shall provide, at its own expense, and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the CITY as may be required by the City Clerk of the CITY. The policies or certificates thereof shall provide that, at least 30 days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the CITY via PINS Advantage Insurance Program, for all of the following stated insurance policies.
a. General Liability - insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. The insurance shall indicate on the certificate of insurance the following coverage and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent contractors and subcontractors; products and completed operations; and/or professional liability. b. Automobile Liability - insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage and transportation related pollution liability. This insurance shall cover any automobile for bodily injury and property damage. c. Workers' Compensation - in compliance with the statutes of the State of California, plus Docusign Envelope ID: E078AAA8-5727-4CD2-80A1-8A5B58B6DC0C #13..
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employer's liability with a minimum limit of liability of $1,000,000 per accident for bodily injury or disease.

If at any time any of said policies shall be unsatisfactory to the CITY, as to form or substance or if a company issuing such policy shall be unsatisfactory to the CITY, the CONTRACTOR shall promptly obtain a new policy, submit the same to the CITY’s Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of the CONTRACTOR to furnish, deliver or maintain such insurance and certificates as above provided, this AGREEMENT, at the election of the CITY, may be forthwith declared suspended, or terminated. Failure of the CONTRACTOR to obtain and/or maintain any required insurance shall not relieve the CONTRACTOR from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the CONTRACTOR concerning indemnification. The CITY, its agents, officers, officials, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation.

The Workers' Compensation insurer shall agree to waive all rights of subrogation against the CITY, its agents, officers, officials, employees, and volunteers for losses arising from work performed by CONTRACTOR for the CITY.

The CONTRACTOR’s insurance policy(ices) shall include a provision that the coverage is primary as respects the CITY; shall include no special limitations to coverage provided to additional insured; and, shall be placed with insurer(s) with acceptable Best's rating of A:VII or with approval of the CITY’s Risk Manager.

For any claims related to this AGREEMENT, the CONTRACTOR’s insurance coverage shall be primary insurance as respects CITY, its agents, officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by CITY, its agents, officers, officials, employees, or volunteers shall be excess of the CONTRACTOR’s insurance and shall not contribute with it.

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7. PAYMENT:

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

Invoice to: City of Modesto
Attn: Accounts Payable
P.O. Box 642
Modesto, CA 95353
Email to: [email protected]
At a minimum, invoices shall state the following:
 This AGREEMENT 275315
 CITY department/division name and address
 Billing period
 Service hours worked day and week
 Unit price, extended price, sales tax and total

8. INDEMNITY:

The CONTRACTOR shall hold the CITY, its agents, officials, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of CONTRACTOR, or its agents, officials, officers, employees, or volunteers relating to or during the performance of its obligations under this AGREEMENT. CONTRACTOR’s obligation to defend, indemnify, and hold the Docusign Envelope ID: E078AAA8-5727-4CD2-80A1-8A5B58B6DC0C #13..
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CITY, its agents, officials, officers, employees, and volunteers harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this AGREEMENT for CONTRACTOR to procure and maintain a policy of insurance.

9. VENUE & GOVERNING LAW:

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

10. ATTORNEYS’ FEES:

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

11. COMMENCEMENT AND COMPLETION OF THE WORK:

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

Proofs of insurance (approved by CITY Risk Manager); and Executed Agreement;
a. Resolution No.2024-_______;
b. CONTRACTOR Bid submittal;
c. IFB No. 2122-46RB;
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d. Contractor’s City of Modesto business license

12. TERMINATION OF SERVICES:

Termination for Default: In the event either party fails to perform under this AGREEMENT or breaches any condition contained herein, the other party shall notify in writing the breaching party of the non-performance. Within 10 days after receipt of notification, the breaching party shall correct any non-performance to the reasonable satisfaction of the non-breaching party, or such other time as may be identified in the notice. Failure to correct any non-performance shall allow the nonbreaching party to terminate this AGREEMENT for cause.

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

Post-Termination Procedure
Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the CONTRACTOR shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subcontractors and agents are notified of such termination and act as specified in the notice of termination; b. Terminate all orders and subcontracts except as necessary to complete any portion of the SERVICES that are not terminated;
c. If directed in writing by the CITY to do so, assign all right, title and interest in subcontracts and materials in progress to CITY, in which case the CITY will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such, but in no event shall recovery by Docusign Envelope ID: E078AAA8-5727-4CD2-80A1-8A5B58B6DC0C #13..
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any CONTRACTOR or subcontractor include lost profits for portions of the SERVICES not completed or undertaken, including materials not delivered;
d. Deliver or otherwise make available to the CITY all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the CONTRACTOR in performing the SERVICES whether completed or in process; e. Settle outstanding liabilities and claims, subject to the approval of CITY; f. Complete performance of such part of the SERVICES as has not been terminated;
g. Take such other actions as may be necessary, or as may be directed by the CITY for the protection and preservation of the SERVICES and/or property related to the SERVICES;
h. If CITY so requests, and at CITY's cost, CONTRACTOR shall provide sufficient oral or written status reports to make CITY reasonably aware of the status of CONTRACTOR’s work on the SERVICES.
i. CONTRACTOR understands and agrees that CITY may, in CITY’s sole discretion, refuse to pay CONTRACTOR for that portion of CONTRACTOR's SERVICES which were performed by CONTRACTOR on the project prior to the termination date and which remain unacceptable and/or not useful to CONTRACTOR as of the termination date.

CITY will pay CONTRACTOR for SERVICES actually completed prior to the receipt of the termination notice or otherwise completed in accordance with the notice of termination.

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

13. COMPLIANCE WITH ALL LAWS:

CONTRACTOR hereby agrees that CONTRACTOR and its subcontractors, if any, in the performance of the SERVICES described herein, will comply with all federal, state, county and municipal laws, rules and regulations which may be applicable to the work herein contracted for, whether now in existence or hereafter adopted.

14. FAILURE TO PERFORM SATISFACTORY WORK:

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

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

15. ASSIGNMENT OF RIGHTS:

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

16. CITY PROCESS/PROCEDURE APPROVALS:

CITY approval of any process or procedure shall not relieve CONTRACTOR of its responsibility to furnish the required SERVICES meeting all specifications contained herein.

17. DIR REGISTRATION:

Pursuant to Labor Code section 1771.1, CONTRACTOR may not engage in the performance of the Services set forth in Exhibit “C”, unless currently registered and qualified to perform public work pursuant to Section 1725.5 thereof. As required in Section 7029.1 of the Business and Professions Code or by Docusign Envelope ID: E078AAA8-5727-4CD2-80A1-8A5B58B6DC0C #13..
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Section 10164 or 20103.5 of the Public Contract Code, that during term of this AGREEMENT, CONTRACTOR shall be registered to perform public work pursuant to Section 1725.5 thereof.

18. CONTRACTOR'S RESPONSIBILITY FOR DAMAGES:

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

19. NOTICES:

CONTRACTOR: Bay City Electric Works
13625 Danielson Street
Poway, CA 92064

CITY: City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353

Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

20. SIGNATORY(IES) FOR CONTRACTOR:

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

21. QUANTITIES:

No minimum or maximum is guaranteed or implied.

22. FUNDING:

All annual extensions are based upon continuous funding for that purpose by the City Council. Failure to fund any annual extension shall result in an immediate termination of the AGREEMENT without redress.

23. OTHER GOVERNMENT/PUBLICLY FUNDED AGENCIES:

If mutually agreeable to all parties, the issuance of any resultant contract/purchase order referencing these specifications and modified by mutual agreement between all parties may be extended to other government or publicly funded agencies. It shall be understood that all terms and conditions as specified herein shall apply.

24. NON-DISCRIMINATION:
a. During the performance of this AGREEMENT, CONTRACTOR and any allowed subcontractors shall not unlawfully discriminate against any employee or applicant for employment because of race, color, ancestry, religion, sex, national origin, marital status, age, medical condition (cancer related), physical handicap (including AIDS), sexual orientation, or any other basis prohibited by Federal or California law. Equal employment opportunity extends, but is not limited to recruitment, compensation, benefits, layoff, termination, and all other conditions of employment. The CONTRACTOR and any allowed subcontractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination. The CONTRACTOR and any allowed subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et seq.) and the applicable regulations promulgated thereunder (California Docusign Envelope ID: E078AAA8-5727-4CD2-80A1-8A5B58B6DC0C #13..
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Administrative Code, Title 2, and Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12900, set forth in Chapter 5 of Division 4 of Title 2 of the California Administrative Code are incorporated into this contract by reference and made a part hereof as if set forth in full. b. The CONTRACTOR and any allowed subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.
c. The CONTRACTOR shall include the nondiscrimination and compliance provisions of this clause in any allowed subcontracts to perform SERVICES. d. The Contractor shall permit access by representatives of the Department of Fair Employment and Housing and the CITY upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours’ notice, to such of its books, records, accounts, other sources of information and its facilities as said Department or CITY shall require to ascertain compliance with this AGREEMENT.
e. By executing this AGREEMENT, CONTRACTOR certifies that it shall follow and be in compliance with the Americans with Disabilities Act of 1990, the applicable administrative requirements promulgated in response thereto, and any other applicable Federal laws and regulations relating to handicap discrimination and participation and will continue to do so for at least the duration of the AGREEMENT and any extensions thereof.

25. CONTRACTOR LICENSES & PERMITS:

CONTRACTOR warrants and represents that it possesses and shall maintain all licenses, and shall secure Docusign Envelope ID: E078AAA8-5727-4CD2-80A1-8A5B58B6DC0C #13..
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and maintain all necessary permits, necessary to perform the SERVICES.

26. RECORDS:

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

27. FACILITIES AND EQUIPMENT:

Except as set forth herein, CONTRACTOR shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this AGREEMENT. CITY shall make available to CONTRACTOR only the facilities and equipment listed in EXHIBIT “B” and “C”, and only under the terms and conditions set forth herein.

28. INDEPENDENT CONTRACTOR; NOT AGENT:

At all times during the term of this AGREEMENT, CONTRACTOR shall be an independent contractor and shall not be an employee of CITY. CITY shall have the right to control CONTRACTOR only insofar as the results of CONTRACTOR’s services rendered pursuant to this AGREEMENT. Except as City may specify in writing, CONTRACTOR shall have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent. CONTRACTOR shall have no authority, express or implied, Docusign Envelope ID: E078AAA8-5727-4CD2-80A1-8A5B58B6DC0C #13..
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pursuant to this AGREEMENT to bind City to any obligation whatsoever.

29. DRUG FREE WORKPLACE:

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

30. ASSIGNMENT:

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

31. WAIVER:

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

32. HEADINGS NOT CONTROLLING:

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

33. MISCELLANEOUS:

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

34. ENTIRE AGREEMENT:

This Agreement and its exhibits contain the entire understanding between CONTRACTOR and CITY.

Additional or new terms contained in this AGREEMENT which vary from CONTRACTOR’S bid are controlling and are deemed accepted by CONTRACTOR by performance of any SERVICES or other commencement of performance hereunder. The terms and conditions of the IFB, attached hereto as Docusign Envelope ID: E078AAA8-5727-4CD2-80A1-8A5B58B6DC0C #13..
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Exhibit C, are incorporated herein. In the event of a conflict between the IFB and this AGREEMENT, this AGREEMENT shall control. All previous bids, offers and communications relative to this Agreement, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this Agreement. No future waiver or exception to any of the terms, conditions, and provisions of this AGREEMENT shall be considered valid unless specifically agreed to in writing by the parties.

35. PARTIAL INVALIDITY:

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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 attested by its City Clerk under authority of Resolution No. 2024-_______, adopted by the Council of the City of Modesto on the _____________ day of _____________________, 2024 and Bay City Equipment Industries, Inc. dba Bay City Electric Works has caused this Agreement to be duly executed.

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CITY OF MODESTO,
a municipal corporation
BY: ____________________________
JOSEPH P. LOPEZ, City Manager
ATTEST:
(Seal)
BY: ____________________________

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

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

BY: ____________________________
MATTHEW BRALEY, ARM-PE, Risk Manager
Federal ID # ___________
Docusign Envelope ID: E078AAA8-5727-4CD2-80A1-8A5B58B6DC0C Bay City Electric Works
01-0903942
Brian P Duarte VP of Operations
9/3/2024
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ANNUAL AGREEMENT NO 275316

FOR GENERATOR REPAIR AND PREVENTATIVE MAINTENANCE SERVICES POWERGEN, INC.

This agreement, hereinafter called AGREEMENT, made and entered into in the City of Modesto, State of California, this ______ day of _________, 2024, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and PowerGen Inc., a California Corporation, hereinafter called CONTRACTOR.

W I T N E S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2024- _______authorizing the Award of Bid and agreement for the Generator Repair and Preventative Maintenance Services to CONTRACTOR, attached hereto as Exhibit “A” and made a part hereof, and WHEREAS, the CONTRACTOR provided a responsive and responsible submittal that best meets the CITY needs, attached hereto as Exhibit “B” and made a part hereof, and WHEREAS, the CITY and CONTRACTOR shall enter into an agreement for the Generator Repair and Preventative Maintenance SERVICE as described in IFB 2122-46RB, attached hereto as Exhibit “C” and made a part hereof (hereinafter called IFB).

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NOW, THEREFORE, the parties hereto mutually agree as follows:

1. THE WORK:
a) CONTRACTOR shall furnish all labor, materials, equipment, fuel, tools, licenses, bonds and
insurance necessary to perform and complete the required work as specified in Exhibit “C”, and in strict accordance with the conditions of the complete AGREEMENT. b) CONTRACTOR shall do and perform the work contemplated hereby in a good workmanlike manner under the direction of and to the satisfaction of the CITY Representative. c) CONTRACTOR shall maintain proper insurance with the CITY for the duration of the AGREEMENT.
d) CONTRACTOR shall maintain a CITY business license for the duration of the AGREEMENT.
e) CONTRACTOR shall furnish said services at the following AGREEMENT rates for an estimated annual amount $54,390. The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $364,440. Unless the services provided are for a lump sum or flat fee, fees for work performed by CONTRACTOR on an hourly basis shall not exceed the amounts shown on Bid attached hereto as Exhibit B.

AGREEMENT PRICING
Service Rates Cost Unit of
Measure
Hourly Rate – Regular Hours $230.00 Hour
Hourly Rate – After Hours, Weekends and Holidays $345.00 Hour Mileage $2.95 Mile
Parts Mark Up 10% Percentage
Emergency Rental Services Cost Unit of
Measure
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Emergency Rental - 50KW (Flat Fee to include all
associated costs) $780.00 Day
Emergency Rental - 250KW (Flat Fee to include all
associated costs) $2,066.00 Day
Emergency Rental - 500KW (Flat Fee to include all
associated costs) $3,536.00 Day
Emergency Rental - 750KW (Flat Fee to include all
associated costs) $4,595.00 Day
Emergency Rental - 1250KW (Flat Fee to include all
associated costs) $8,595.00 Day
Labor Craft Direct Labor Rate*
Fringe Benefit
Rate**
Labor
Markup
(percent)
Price Per
Service
Generator Technician $43.57 /HR $12.30 /HR 0% $55.87 /HR Electrician Foreman $0.00 /HR $0.00 /HR 0% $0.00 /HR
Journey Electrician $0.00 /HR $0.00 /HR 0% $0.00 /HR
Apprentice 2nd Year $24.00 /HR $6.20 /HR 0% $30.20 /HR
*Direct Labor Rate cannot be less than the minimum state prevailing wage. **Provide a copy of the current Fringe Benefit Statement. During the term of the agreement, ensure the City has a copy of the current, applicable statement on file.

Provide a labor markup percent (%) to be applied to all labor in executing work authorized by this agreement.

2. PREVAILING WAGES:

In accordance with California Labor Code Section 1773.2, the City has obtained the general prevailing wages in the locality in which the services described in Exhibit C are to be performed for each craft or type of work needed to be as published by the State of California Department of Industrial Relations, Division of Labor Statistics and Research, a copy of which is on file in the CITY’s Purchasing Department Docusign Envelope ID: 75DC0C7C-286D-4323-ADFC-62829CD8BD07 #13..
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and shall be made available on request. Contractor must comply with all applicable laws and regulations that apply to wages earned in performance of the services described in Exhibit “C”, including those set forth in Labor Code section 1770 et. seq. and in the IFB.

DIR Project ID#: 527700

3. CITY REPRESENTATIVE:

CITY Representative:

Melvin Rosal, Buyer, (209) 577-5420, [email protected] The CITY Representative is not authorized to commit the CITY to changes in specifications, requirements, or scope of work, changes in price(s), period of performance or delivery date(s) or method Docusign Envelope ID: 75DC0C7C-286D-4323-ADFC-62829CD8BD07 #13..
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of shipment. Changes of a contractual or business nature shall be effective only by written change to the AGREEMENT, issued by the City of Modesto, Purchasing Division.

4. CONTRACTOR REPRESENTATIVE:

Service Requests Contact: Norma Hunt and Deanna Murillo, (209) 229-1990 Agreement Contact: Victor Poley, (209) 597-0925, [email protected]

5. TERM OF AGREEMENT:

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

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

6. LIABILITY INSURANCE:

The CONTRACTOR shall provide, at its own expense, and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the CITY as may be required by the City Clerk of the CITY. The policies or certificates thereof shall Docusign Envelope ID: 75DC0C7C-286D-4323-ADFC-62829CD8BD07 #13..
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provide that, at least 30 days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the CITY via PINS Advantage Insurance Program, for all of the following stated insurance policies.
a. General Liability - insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. The insurance shall indicate on the certificate of insurance the following coverage and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent contractors and subcontractors; products and completed operations; and/or professional liability. b. Automobile Liability - insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage and transportation related pollution liability. This insurance shall cover any automobile for bodily injury and property damage. c. Workers' Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000 per accident for bodily injury or disease.

If at any time any of said policies shall be unsatisfactory to the CITY, as to form or substance or if a company issuing such policy shall be unsatisfactory to the CITY, the CONTRACTOR shall promptly obtain a new policy, submit the same to the CITY’s Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of the CONTRACTOR to furnish, deliver or maintain such insurance and certificates as above provided, this AGREEMENT, at the election of the CITY, may be forthwith declared suspended, or terminated. Failure of the CONTRACTOR to obtain and/or maintain any required insurance shall not relieve the CONTRACTOR from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Docusign Envelope ID: 75DC0C7C-286D-4323-ADFC-62829CD8BD07 #13..
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CONTRACTOR concerning indemnification. The CITY, its agents, officers, officials, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation.

7. PAYMENT:

Invoice to: City of Modesto
Attn: Accounts Payable
P.O. Box 642
Modesto, CA 95353
Email to: [email protected]
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At a minimum, invoices shall state the following:
 This AGREEMENT 275316
 CITY department/division name and address
 Billing period
 Service hours worked day and week
 Unit price, extended price, sales tax and total

8. INDEMNITY:

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

9. VENUE & GOVERNING LAW:

Venue for any dispute or claim arising or related to this AGREEMENT its performance, breach, or interpretation (including issues about its validity or enforceability), shall be exclusively in the Superior Court of Stanislaus County or the United States District Court for the Eastern District of California Docusign Envelope ID: 75DC0C7C-286D-4323-ADFC-62829CD8BD07 #13..
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This AGREEMENT shall be deemed made in, governed by, performed in, and construed and enforced in accordance with the laws of the State of California, without giving effect to its conflicts of law’s provisions or principles.

10. ATTORNEYS’ FEES:

11. COMMENCEMENT AND COMPLETION OF THE WORK:

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

Proofs of insurance (approved by CITY Risk Manager); and Executed Agreement;
a. Resolution No.2024-_______;
b. CONTRACTOR Bid submittal;
c. IFB No. 2122-46RB;
d. Contractor’s City of Modesto business license

12. TERMINATION OF SERVICES:

Termination for Default: In the event either party fails to perform under this AGREEMENT or breaches any condition contained herein, the other party shall notify in writing the breaching party of the non-performance. Within 10 days after receipt of notification, the breaching party shall correct any non-performance to the reasonable satisfaction of the non-breaching party, or such other Docusign Envelope ID: 75DC0C7C-286D-4323-ADFC-62829CD8BD07 306
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time as may be identified in the notice. Failure to correct any non-performance shall allow the nonbreaching party to terminate this AGREEMENT for cause.

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

Post-Termination Procedure
Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the CONTRACTOR shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subcontractors and agents are notified of such termination and act as specified in the notice of termination; b. Terminate all orders and subcontracts except as necessary to complete any portion of the SERVICES that are not terminated;
c. If directed in writing by the CITY to do so, assign all right, title and interest in subcontracts and materials in progress to CITY, in which case the CITY will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such, but in no event shall recovery by any CONTRACTOR or subcontractor include lost profits for portions of the SERVICES not completed or undertaken, including materials not delivered;
d. Deliver or otherwise make available to the CITY all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the CONTRACTOR in Docusign Envelope ID: 75DC0C7C-286D-4323-ADFC-62829CD8BD07 #13..
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performing the SERVICES whether completed or in process; e. Settle outstanding liabilities and claims, subject to the approval of CITY; f. Complete performance of such part of the SERVICES as has not been terminated;
g. Take such other actions as may be necessary, or as may be directed by the CITY for the protection and preservation of the SERVICES and/or property related to the SERVICES;
h. If CITY so requests, and at CITY's cost, CONTRACTOR shall provide sufficient oral or written status reports to make CITY reasonably aware of the status of CONTRACTOR’s work on the SERVICES.
i. CONTRACTOR understands and agrees that CITY may, in CITY’s sole discretion, refuse to pay CONTRACTOR for that portion of CONTRACTOR's SERVICES which were performed by CONTRACTOR on the project prior to the termination date and which remain unacceptable and/or not useful to CONTRACTOR as of the termination date.

CITY will pay CONTRACTOR for SERVICES actually completed prior to the receipt of the termination notice or otherwise completed in accordance with the notice of termination.

The final payment to the CONTRACTOR after termination for convenience shall be limited to amounts due and owing under the AGREEMENT at time of termination, including the following:
a. The cost of settling and paying valid claims arising out of the termination of the SERVICES such as subcontractor agreements or contracts for materials;
b. The AGREEMENT price allocable to the portion of the SERVICES Docusign Envelope ID: 75DC0C7C-286D-4323-ADFC-62829CD8BD07 #13..
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properly performed or goods supplied to the work site by the CONTRACTOR as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the CONTRACTOR for such SERVICES.

13. COMPLIANCE WITH ALL LAWS:

14. FAILURE TO PERFORM SATISFACTORY WORK:

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

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15. ASSIGNMENT OF RIGHTS:

16. CITY PROCESS/PROCEDURE APPROVALS:

CITY approval of any process or procedure shall not relieve CONTRACTOR of its responsibility to furnish the required SERVICES meeting all specifications contained herein.

17. DIR REGISTRATION:

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

18. CONTRACTOR'S RESPONSIBILITY FOR DAMAGES:

If CONTRACTOR damages any property belonging to the CITY or a third party, the CONTRACTOR will be required to make repairs immediately, at CONTRACTOR’s sole cost and expense, to the satisfaction of the CITY. In the event that CONTRACTOR fails to perform the necessary repairs, the CITY may either retain from the money due to CONTRACTOR an amount sufficient to repair the damage Docusign Envelope ID: 75DC0C7C-286D-4323-ADFC-62829CD8BD07 #13..
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or perform the repairs and send an invoice to the CONTRACTOR for such costs, which shall be paid within thirty (30) days.

19. NOTICES:

CONTRACTOR: PowerGen Inc.
300 West Larch Road Suite #1
Tracy, CA 95376

CITY: City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353

Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

20. SIGNATORY(IES) FOR CONTRACTOR:

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

21. QUANTITIES:

No minimum or maximum is guaranteed or implied.

22. FUNDING:

23. OTHER GOVERNMENT/PUBLICLY FUNDED AGENCIES:

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If mutually agreeable to all parties, the issuance of any resultant contract/purchase order referencing these specifications and modified by mutual agreement between all parties may be extended to other government or publicly funded agencies. It shall be understood that all terms and conditions as specified herein shall apply.

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

25. CONTRACTOR LICENSES & PERMITS:

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

26. RECORDS:

All final versions of reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that CONTRACTOR prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the CITY. CONTRACTOR hereby agrees to deliver those documents to the CITY upon termination of the AGREEMENT, and the CITY may use, reuse or otherwise dispose of the documents without CONTRACTOR’s permission. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Docusign Envelope ID: 75DC0C7C-286D-4323-ADFC-62829CD8BD07 #13..
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AGREEMENT are prepared specifically for the City and are not necessarily suitable for any future or other use.

27. FACILITIES AND EQUIPMENT:

28. INDEPENDENT CONTRACTOR; NOT AGENT:

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

29. DRUG FREE WORKPLACE:

30. ASSIGNMENT:

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

31. WAIVER:

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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.

32. HEADINGS NOT CONTROLLING:

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

33. MISCELLANEOUS:

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

34. ENTIRE AGREEMENT:

This Agreement and its exhibits contain the entire understanding between CONTRACTOR and CITY.

Additional or new terms contained in this AGREEMENT which vary from CONTRACTOR’S bid are controlling and are deemed accepted by CONTRACTOR by performance of any SERVICES or other commencement of performance hereunder. The terms and conditions of the IFB, attached hereto as Exhibit C, are incorporated herein. In the event of a conflict between the IFB and this AGREEMENT, this AGREEMENT shall control. All previous bids, offers and communications relative to this Agreement, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this Agreement. No future waiver or exception to any of the terms, conditions, and provisions of this AGREEMENT shall be considered valid unless specifically agreed to in writing by the parties.

35. PARTIAL INVALIDITY:

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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 attested by its City Clerk under authority of Resolution No. 2024-_______, adopted by the Council of the City of Modesto on the _____________ day of _____________________, 2024 and PowerGen Inc. has caused this Agreement to be duly executed.

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August
27th
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CITY OF MODESTO,
a municipal corporation
BY: ____________________________
JOSEPH P. LOPEZ, City Manager
ATTEST:
(Seal)
BY: ____________________________

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

BY: ____________________________
MATTHEW BRALEY, ARM-PE, Risk Manager
Federal ID # ___________
Docusign Envelope ID: 75DC0C7C-286D-4323-ADFC-62829CD8BD07 PowerGen Inc.

Victor Poley
811050033
CEO
8/30/2024
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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.

_____________________________
Company/Applicant Name
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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.

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.

_____________________________
Company/Applicant Name
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His

CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

January 13, 2026
Date: December 16, 2025
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Christina Alger, Director of Human Resources
SUBJECT: NEOGOV Agreement
CONTACT: Christina Alger, Director of Human Resources
[email protected], 209-571-5126
DESCRIPTION:

Consider approving an Agreement with GovernmentJobs.com, Inc., El Segundo, CA, doing business as NEOGOV, for an electronic recruitment, performance management, onboard, learn platform, and eForms modules with Single Sign-on service for a total amount not to exceed $558,393 over three years. (Funding Source: Various Funds) STRATEGIC PLAN ELEMENT:

This action supports the 2025-2026 Strategic Plan’s Service 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.

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. #14..
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City Council, January 13, 2026
NEOGOV Agreement

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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 recruitment software that includes on-boarding and off-boarding processes with the Learn platform and eForms modules with Single Sign-on.
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City Council, January 13, 2026
NEOGOV Agreement

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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 term of the agreement. The chart below shows full cost for the agreement. 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.

COMMITTEE RECOMMENDATION:

This item was presented to the Finance Committee on December 17, 2025, and the Committee recommended forwarding this item to Council for approval.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving the Sole Source Agreement with GovernmentJobs.com, Inc., El Segundo, CA, doing business as NEOGOV, for an electronic recruitment, performance management, onboard, learn platform and eForms modules with Single Sign-on service for a three-year agreement, for a total amount not to exceed $558,393 and authorizing the City Manager or his designee to execute the Agreement.

Approved by:

Christina Alger, Director of Human Resources
Joseph P. Lopez, City Manager
NEOGOV Annual 2021/2022 2022/2023 2023/2024 2024/2025 2025/2026 Subscription Fees $64,897 $69,510 $79,658 $91,582 $96,938 #14..
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City Council, January 13, 2026
NEOGOV Agreement

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Attachments:

1. Resolution

2. NEOGOV Order Form

3. NEOGOV Service Agreement

4. Financial Interest Disclosure form

5. CA Levine Act Disclosure form

6. Bid Waiver
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MODESTO CITY COUNCIL
RESOLUTION NO. 2026-XXX

RESOLUTION APPROVING THE SOLE SOURCE AGREEMENT WITH
GOVERNMENTJOBS.COM, INC., EL SEGUNDO, CA, DOING BUSINESS AS

NEOGOV, FOR AN ELECTRONIC RECRUITMENT, PERFORMANCE
MANAGEMENT, ONBOARD, LEARN PLATFORM AND eFORMS MODULES WITH

SINGLE SIGN-ON SERVICE FOR A THREE-YEAR AGREEMENT FOR A TOTAL AMOUNT NOT TO EXCEED $558,393 AND AUTHORIZING THE CITY MANAGER

OR HIS DESIGNEE TO EXECUTE THIS AGREEMENT
WHEREAS, the City currently uses NEOGOV annual subscriptions for INSIGHT, a recruitment platform for application tracking and candidate experience processing, PERFORM, a performance management platform for all performance evaluations and expectations, and ONBOARD, an on-boarding platform to process new hires and employee promotions; and WHEREAS, the City uses Vector Solutions, to manage the learning and training programs. This outdated platform is difficult to manage, with manual processes required to create accounts, reset passwords, assign trainings, and track completions; and WHEREAS, NEOGOV Learn will replace Vector Solutions and provides an engaging and intelligent system for assigning, tracking, and reporting on training, including a robust catalog of over 1,200 public-sector specific courses; and WHEREAS, the City operates on a hybrid model of personnel file storage with 40% contained electronic and 60% in paper. NEOGOV eForms is a digital personnel file storage and routing system that will centralize employee forms and documents into a digital repository; and WHEREAS, Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment, or contractual services to follow formal bid procedures; and
WHEREAS, 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 #14..
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single article or process. The NEOGOV Insight, Perform, Onboard, 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) as NEOGOV is the Sole Provider of Software.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves a Sole Source Agreement between GovernmentJobs.com, Inc., El Segundo, CA, doing business as NEOGOV, to enter into a Sole Source Agreement for an electronic recruitment, performance management, onboard, learn platform and eForms module with single sign-on services for a total amount not to exceed $558,393 over three years.

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

The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 13th day of January 2026, by Councilmember XXX, who moved its adoption, which motion being duly seconded by Councilmember XXX, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers: XXX
NOES: Councilmembers: XXX
ABSENT: Councilmembers: XXX
ATTEST: _____________________________
DIANE NAYARES-PEREZ, City Clerk
(SEAL)
APPROVED AS TO FORM:
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BY: ________________________________
JOSE M. SANCHEZ, City Attorney
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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. #14..
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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. #14..
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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. #14..
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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.

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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. #14..
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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 #14..
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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. #14..
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FINANCIAL INTEREST DISCLOSURE
Any contract award therewith will require approval by a majority vote of the City of Modesto’s City Council.

In order to have full transparency in any City of Modesto commercial actions, the City Council may not approve an agreement between the City and the 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:

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 #14..
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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

COUNCIL AGENDA REPORT
DATE OF MEETING:

January 13, 2026
Date: December 16, 2025
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Brandon Gillespie, Chief of Police
SUBJECT: York Orthopedic Recovery Services Agreement
CONTACT: Christopher Adams, Captain, [email protected], 209-572-9500 DESCRIPTION:

Consider approving an Agreement with York Orthopedic Recovery, Modesto, California, for Employee Wellness Program to provide athletic training, injury-prevention support, and therapeutic recovery services for a total amount not to exceed $390,453 over three (3) years. (Funding Source: Supplemental Law Enforcement Services Fund) STRATEGIC PLAN ELEMENT:

This item is related to the adopted City Council 2025-2026 Strategic Plan focus area of Governance and Service Delivery under Goal - Build a High-Performance Organization.

BACKGROUND:

Maintaining the physical health, operational readiness, and long-term resilience of our law enforcement professionals is essential to sustaining a modern, high-performing police organization. Police employees routinely engage in physically demanding tasks such as defensive tactics, foot pursuits, lifting or assisting individuals, prolonged equipment wear, and extended hours in vehicles. These cumulative demands place staff at increased risk of musculoskeletal injuries, chronic pain, and fatigue.

A comprehensive wellness program is therefore not a luxury—it is a strategic investment in public safety. Proactive injury prevention and recovery support:
 Reduces lost workdays and workers’ compensation claims  Helps employees remain mission ready
 Extends career longevity
 Improves morale, resilience, and retention
 Supports a safer and more effective response to the public #15..
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City Council, January 13, 2026
York Orthopedic Recovery Services Agreement

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Providing science-based, on-site physical wellness services demonstrates a commitment to the long-term health and safety of the City’s workforce and enhances the overall performance and stability of the department.

Aligned with the Modesto Police Department’s priority of building a healthier and more resilient workforce, this program offers structured support that reduces workplace injuries, promotes recovery from strain and repetitive-motion issues, and reinforces ergonomic best practices for employees at all stages of their careers.

DISCUSSION:

On October 27, 2025, the City Manager authorized the Purchasing Manager to solicit the procurement for a Comprehensive Employee Wellness Program. Over the past year, the Modesto Police Department has piloted these services with York Orthopedic Recovery. The results have been overwhelmingly positive and demonstrate the substantial value of continuing and expanding this program. Employees have reported significant reductions in pain, faster recovery from injuries, improved mobility, and overall increased well-being. This directly contributes to fewer days missed due to injury, improved morale, and enhanced employee readiness to perform their duties in a high-demand public safety environment.

The continuation of this program is not only a wellness benefit but also a practical and fiscally responsible investment in our workforce. By proactively addressing injury prevention, ergonomics, and recovery, we reduce the long-term costs associated with workers’ compensation claims, overtime backfill, and loss of productivity. Expanding the hours of service ensures greater accessibility to staff, creating a culture of wellness that supports both recruitment and retention.

When originally researching potential service providers, MPD sought a trusted provider with demonstrated success working with public safety personnel and the ability to provide a full suite of services in one partnership. York Orthopedic Recovery was identified as uniquely qualified due to its established relationships with other Stanislaus County agencies (Sheriff’s Office, District Attorney’s Office, and Public Defender’s Office), as well as its broad range of services, credentialed staff, and proven ability to pass required background checks.

Under the proposed three (3)-year agreement, York Orthopedic Recovery will provide an integrated suite of athletic training, injury-prevention support, and therapeutic recovery services designed specifically for the physical demands of law enforcement.

Key elements include:

1. Injury Prevention & Functional Movement Support (9 hours per week)  On-site evaluation and treatment of work-related and non-work-related physical strain  Corrective and preventative exercise plans tailored to law enforcement tasks  Techniques that reduce repetitive-motion injuries and improve body mechanics  Support from certified athletic trainers and recovery specialists

2. Therapeutic Recovery & Soft-Tissue Treatment (6 hours per week) These recovery services are designed to reduce chronic tension, support muscle restoration, improve circulation, and facilitate recovery following strenuous duties. #15..
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City Council, January 13, 2026
York Orthopedic Recovery Services Agreement

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Examples include:
 Targeted soft-tissue therapy
 Assisted stretching and mobility work
 Muscle recovery and relaxation techniques
 Application of non-invasive therapeutic modalities to reduce inflammation and fatigue

3. Advanced Recovery Technologies
York will complement hands-on recovery with evidence-based tools commonly found in professional athletic programs, including:
 Infrared light therapy
 Red-light therapy
 Guided relaxation and cognitive decompression techniques (BrainTap)  NormaTec compression systems
These tools are designed to accelerate recovery, reduce stress, and support long-term physical and mental resilience.

4. Ergonomics & Education
 Ergonomic evaluations of workstations and patrol-related duties  Instruction on movement health, posture, stress reduction, and injury prevention  Training for new hires on foundational wellness and ergonomic practices

5. Continuity of Service
York will assign qualified substitute specialists whenever regular staff are unavailable, ensuring uninterrupted service delivery.

Education is a central component of the program. Employees will receive instruction on wellness and ergonomics, with training sessions that promote healthier habits both on and off duty. York specialists will also conduct ergonomic workstation evaluations and provide recommendations to reduce strain and repetitive injuries. As part of new hire onboarding, recruits will be trained in foundational wellness and ergonomic principles, helping them establish safe, sustainable practices from the beginning of their careers.

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, when researching these services during the initial pilot phase the three alternative local providers reviewed were found deficient in scope, lacking in either injury prevention support or therapeutic recovery services. No other local vendor was identified that could offer the same #15..
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City Council, January 13, 2026
York Orthopedic Recovery Services Agreement

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comprehensive program, nor the proven success with first responder agencies. Therefore, staff recommends an agreement for Employee Wellness Program to provide athletic training, injury prevention support, and therapeutic recovery services with York Orthopedic Recovery should be exempt from the formal bidding procedures in accordance with Modesto Municipal Code 8-3.204(d) since the pilot program has been successful and extending and expanding the Employee Wellness Program would be more cost effective than testing out other programs as the other local providers lacked some of the services and expanding the current program would avoid lapse in coverage.

FISCAL IMPACT:

Funding for the agreement York Orthopedic Recovery, and any associated costs, has an annual cost of $130,151 and is not to exceed $390,453 and will be purchased with funds from the Supplemental Law Enforcement Services Fund (SLESF). This purchase will not impact the General Fund. The annual cost breakdown is shown below, in addition to the one-year pilot program the department has almost completed.

Description Proposed Agreement Cost
Proposed Agreement Year 1 $130,151
Proposed Agreement Year 2 $130,151
Proposed Agreement Year 3 $130,151
TOTAL $390,453
COMMITTEE ACTION:

This item was scheduled for the December 15, 2025, Safety and Communities Committee meeting but was not presented due to a lack of quorum.

RECOMMENDED COUNCIL ACTION
Staff Recommendations:

Resolution approving an Agreement with York Orthopedic Recovery, Modesto, California, for Employee Wellness Program to provide athletic training, injury-prevention support, and therapeutic recovery services for a three (3) year Agreement, for an estimated annual amount of $130,151, and a total amount not to exceed $390,453 over three (3) years; and authorizing the City Manager, or his designee to execute the Agreement.

Approved by:

Brandon Gillespie, Chief of Police
Joseph P. Lopez, City Manager
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City Council, January 13, 2026
York Orthopedic Recovery Services Agreement

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Attachments:

1. Resolution

2. Agreement

3. Exhibits (3)

4. Financial Interest Disclosure Form

5. CA Levine Act Disclosure Form

6. Signed Bid Waiver
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01/13/2026/MPD/CAdams/ItemX 1 2026-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2026-___

RESOLUTION APPROVING AN AGREEMENT WITH YORK ORTHOPEDIC

RECOVERY, MODESTO, CALIFORNIA, FOR EMPLOYEE WELLNESS

PROGRAM TO PROVIDE ATHLETIC TRAINING, INJURY-PREVENTION SUPPORT, AND THERAPEUTIC RECOVERY SERVICES FOR A THREE (3) YEAR AGREEMENT, FOR AN ESTIMATED ANNUAL AMOUNT OF $130,151, AND A TOTAL AMOUNT NOT TO EXCEED $390,453 OVER THREE (3)

YEARS AND AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO

EXECUTE THE AGREEMENT
WHEREAS, maintaining the physical health, operational readiness, and long-term resilience of our law enforcement professionals is essential to sustaining a modern, highperforming police organization; and WHEREAS, providing science-based, on-site physical wellness services demonstrates a commitment to the long-term health and safety of the City’s workforce and enhances the overall performance and stability of the department; and WHEREAS, on October 27, 2025, the City Manager authorized the Purchasing Manager to solicit the procurement for a Comprehensive Employee Wellness Program; and
WHEREAS, over the past year, the Modesto Police Department has piloted these services with York Orthopedic Recovery. The results have been overwhelmingly positive and demonstrate the substantial value of continuing and expanding this program; and WHEREAS, York Orthopedic Recovery was identified as uniquely qualified due to its established relationships with other Stanislaus County agencies, as well as its broad range of services, credentialed staff, and proven ability to pass required background checks; and
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01/13/2026/MPD/CAdams/ItemX 2 2026-XX
WHEREAS, Modesto Municipal Code Section 8-3.203 generally requires all purchases which meet or exceed $100,000 for material, equipment, or contractual services to follow formal bid procedures. However, 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.”; and
WHEREAS, here, when researching these services during the initial pilot phase the three alternative local providers reviewed were found deficient in scope, lacking in either injury prevention support or therapeutic recovery services. No other local vendor was identified that could offer the same comprehensive program, nor the proven success with first responder agencies.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves an agreement with York Orthopedic Recovery, Modesto, California, for Employee Wellness Program to provide athletic training, injuryprevention support, and therapeutic recovery services for a three (3) year Agreement, for an estimated annual amount of $130,151, and a total amount not to exceed $390,453 over three (3) years.

BE IT FURTHER RESOLVED that the City Manager or his designee, is hereby authorized to execute the Agreement, in a form approved by the City Attorney. #15..
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01/13/2026/MPD/CAdams/ItemX 3 2026-XX
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 13th day of January 2026, by Councilmember ________________, who moved its adoption, which motion being duly seconded by Councilmember ________________, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

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

BY: _____________________________________
JOSE M. SANCHEZ, City Attorney
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1 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 Danielle York DBA York Orthopedic Recovery, a California corporation, hereinafter referred to as "CONSULTANT".

This AGREEMENT is made with regard to the following recitals:
a. The CITY has determined that a Comprehensive Employee Wellness Program should be prepared for the CITY to provide onsite athletic training, recovery, and massage therapy services specifically designed for law enforcement personnel. 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. TERM OF AGREEMENT.

The term of the AGREEMENT shall be for a period of three (3) years.

Year 1: January 1, 2026, through December 31, 2026
Year 2: January 1, 2027, through December 31, 2027
Year 3: January 1, 2028, through December 31, 2028
Pricing shall remain firm for the three (3) years of the agreement.

2. 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) or “Project”. 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.

3. COMPENSATION.

CONSULTANT agrees to the annual estimated amount of $130,151 and a sum not to exceed $390,453 (maximum compensation) as full remuneration for performing all services and furnishing all staffing and materials for CITY in accordance with Exhibit (A).

The Compensation shall be paid pursuant in the manner and at the times set forth below:
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2 CITY shall pay CONSULTANT on a Monthly basis for all work called for in Exhibit (A) 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 monthly invoices to CITY which include detailed tasks, hours worked, and billable rates for all work completed, and detailed receipts for any out-of-pocket costs paid by CONSULTANT in connection with work performed on this project. 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 by Net 45 Days via manual check.

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 Danielle York will be the person primarily responsible for the performance of the services referred to in this AGREEMENT. CITY has entered into this AGREEMENT in reliance on that representation by CONSULTANT. Danielle York shall serve as the primary point of contact and program director responsible for oversight, quality control, and delivery of services under this Agreement, with work performed by YORK Orthopedic Recovery employees and staff under her supervision.

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 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.
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3 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.

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 #15..
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4 AGREEMENT. If necessary, CONSULTANT has the responsibility for employing other persons or firms to assist CONSULTANT in fulfilling the terms and obligations under this AGREEMENT.

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

It is understood and agreed that as an independent contractor and not an employee of CITY neither the CONSULTANT or CONSULTANT's assigned personnel shall have any entitlement as a CITY employee, right to act on behalf of the CITY in any capacity whatsoever as an agent, or to bind the CITY to any obligation whatsoever. It is further understood and agreed that CONSULTANT must issue W-2 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 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:

York Orthopedic Recovery
Attention: Danielle York
937 Coffee Rd. Suite 500
Modesto, CA 95355
(209) 485-4882
[email protected]
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5 CITY: City of Modesto
Modesto Police Department
Attention: Jillane Blakeley
P.O. Box 642
Modesto, CA 95353
(209) 572-9516
[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 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.

Post-Termination Procedure
Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the CONSULTANT shall:

A. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subconsultants and agents are notified of such termination and act as specified in the notice of termination;
B. Terminate all orders and subconsultants except as necessary to complete any portion of the work that is not terminated;
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6 C. If directed in writing by the CITY to do so, assign all right, title and interest in subcontracts and materials in progress to CITY, in which case the CITY will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such subconsultants, but in no event shall recovery by any CONSULTANT or subconsultant include lost profits for portions of the work not completed or undertaken, including materials not delivered; D. Deliver or otherwise make available to the CITY all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the CONSULTANT in performing the work whether completed or in process; E. Settle outstanding liabilities and claims, subject to the approval of CITY; F. Complete performance of such part of the work as has not been terminated; G. Take such other actions as may be necessary, or as may be directed by the CITY for the protection and preservation of the work and/or property related to the work; H. If CITY so requests, and at CITY's cost, CONSULTANT shall provide sufficient oral or written status reports to make CITY reasonably aware of the status of CONSULTANT's work on the project.

I. The CONSULTANT understands and agrees that CITY may, in CITY's sole discretion, refuse to pay CONSULTANT for that portion of CONSULTANT's services which were performed by CONSULTANT on the project prior to the termination date and which remain unacceptable and/or not useful to CITY as of the termination date.

CITY will pay CONSULTANT 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:

J. The cost of settling and paying valid claims arising out of the termination of the work such as subconsultant AGREEMENTs or contracts for materials;
K. The AGREEMENT price allocable to the portion of the work properly performed, or goods supplied to the work site by the CONSULTANT as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the CONSULTANT.

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. #15..
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7 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 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 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.
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8 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.

21. WAIVER.

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.
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9 25. COMPLIANCE WITH LAWS.

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

26. CITY BUSINESS LICENSE.

CONSULTANT will have a City of Modesto business license.

IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this AGREEMENT by its City Manager and attested by its City Clerk under authority of Resolution No. 2026 - ______, adopted by the Council of the City of Modesto on the 13th day of January, 2026, and Danielle York DBA York Orthopedic Recovery has caused this AGREEMENT to be duly executed as of the Effective Date.
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W O R K S I T E W E L L N E S S

Y O R K O R T H O P E D I C

R E C O V E R Y
ROI savings 1:5
reduce absenteism
reduce pain and injuries
reduce stress

B E N E F I T S
209-485-4882
937 Coffee Rd Suite 500
Modesto CA 95355
[email protected]
yorkorthopedicrecovery.com
Provide onsite or offsite access to a sports medicine professional to improve the well-being and productivity of your organization's employees, leading to reduced absenteeism and presenteeism, increased morale and job satisfaction, and reduced healthcare costs, while also creating a positive company culture that values employee well-being.

W H O W E A R E

P R O G R A M

B R E A K D O W N
SERVICES:

Evaluation and treatment for both work and non-work related injuries, aches and pains (includes IASTM, cupping and stretching) Preventative and corrective exercises
Assisted Stretching
Modalities: Infrared light therapy, Brain Tap, NormaTec Massage
Brain Tap, NormaTec. Compression and Red Light Therapy
All employees have access to YORK Recovery Lounge to enjoy free Cryo Chamber and BrainTap sessions during business hours.

Utilize a web application (Vagaro) for booking and scheduling Email staff to promote and remind of the program utilization and help schedule them for appointments.

P R I C I N G

TECHNOLOGY

PACKAGE
9 HOURS INJURY PREVENTION

PER WEEK

STRESS RELIEVER

CUPPING & IASTM

CORRECTIVE EXERCISE

ASSSISTED STRETCHING

INJURY PREVENTION

COMPRESSION
6 HOURS MASSAGE

PER WEEK

STRESS RELIEVER

MASSAGE

ASSISTED STRETCH
DEC. 2025-DEC 31 2028
3 YEAR CONTRACT
ANNUALLY $130,150.80
CONTRACT TOTAL:
$390,452.40
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Duties & Specifications
Scope of Work
York Orthopedic Recovery does all work to source, interview, place, and maintain the status of the athletic trainer, recovery specialist, and massage therapist throughout the length of the contract. We work alongside each individual site to understand their unique needs & desires for a healthcare professional while educating them on necessary understandings in anticipation for their new staff member.

Service Breakdown:
• 9 hours a week of Injury Prevention and 6 hours a week of massage therapy for 49 weeks out of the 52 week year for patient care.
o Service Breakdown:
 Injury Prevention Includes:
• Services provided by a certified athletic trainer, certified strength and conditioning specialist and/or recovery specialist
• Appointment Breakdown:
o Injury Prevention
o Stress Reliever
o Compression
o Assisted Stretch
o Cupping and IASTM
o Corrective Exercises
 Massage Therapy
• Services provided by a certified massage therapist on the table or a chair massage station.
• Appointment Breakdown:
o Massage
o Stress Reliever
o Compression
o Assisted Stretch
 Attached you will find a document with the description of all our services and who provides them.
• Staff will have unlimited whole body cryo sessions and Brain Tap sessions at our 937 Coffee Road Suite 500 Modesto CA 95380 location during York Recovery work hours.

York Orthopedic Recovery will be utilizing technology for the following:
• Utilize a web application (Vagaro) for booking and scheduling • Email staff to promote and remind of the program utilization and help schedule them for appointments.
• Modesto Police Department has given us an internal email address [email protected]
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Agent Responsibilities:

1. York Orthopedic Recovery guarantees all healthcare professionals to have active professional liability (E&O) insurance.

2. York Orthopedic Recovery guarantees all staff to be certified and in good standing with their boards of certification and trainings.

3. York Orthopedic Recovery guarantees to carry professional liability insurance and worker compensation for all staff and company for entire duration of contract.

4. York Orthopedic Recovery endeavors to provide either an athletic trainer or a recovery specialist for the Injury Prevention or a massage therapist contracted, unless otherwise stated. In the event the healthcare professional becomes unavailable, for whatever reason, York Orthopedic Recovery will work to provide a substitute and/or alternative permanent replacement as quickly as possible.

7. York Orthopedic Recovery will provide annual hours usage updates to the Client or designated site personnel. The hours usage can be requested at any time in between those increments.

8. York Orthopedic Recovery will meet annually to review progress of the program and discuss potential change if needed.

9. York Orthopedic Recovery will send an end of the year survey to Client in the hopes of collecting information regarding how things went for the year and how they could be improved moving forward in preparation for end of the year review.

10. York Orthopedic Recovery provides Vagaro, an electronic scheduling, injury documentation and management software. The software is HIPAA compliant and fully customized to York Orthopedic Recovery’s needs.

1. As a result of this partnership, all contracts require 2.5 hour/ week to be allocated towards injury documentation within the software for decreased liability & ability to gage Return on Investment at the end of contracts. These hours will be in addition to the hours spent with patient care.

Client Responsibilities:

1. Facilitate communication between YORK and designated personnel.

1. Client should respond to correspondence from YORK in a timely manner (within 72 hours), especially as it pertains to the placement of an athletic trainer and/or massage therapist, the acquisition of supplies or equipment, and any conflict resolution concerns.

2. Provide support of YORK staff with a healthy work environment. Including but not limited to:

1. Acknowledgment of the athletic trainer as an allied healthcare professional.

2. Acknowledgment of the massage therapist and recovery specialist as healthcare professionals. #15..
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3. A permanent designated workspace or location for the athletic trainer, recovery specialist and massage therapist, where all employees can access them, space for taping, evaluation, or rehabilitation and that has a locking door for both supplies within a cabinet and/or the primary access door. All Staff should be provided keys to this space and access to the room should be limited to designated personnel only.

1. Though not required, this space would also have access to running water (for washing hands in between patient visits), cooled and/or heated air. If running water is not located inside room, it will need to be in close proximity to allow for washing of hands between patient visits.

2. Space should have access to internet for the healthcare professionals to utilize for record keeping and injury documentation.

3. Overall condition of the space should be considered in relation to its use as a healthcare facility, meeting the requirements of OSHA standards, ADA requirements, sanitation, and general facility management.

3. Ongoing communication with the healthcare professional.

4. Establish a supplies budget and purchase necessary items and materials for the healthcare professionals to work effectively.
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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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FINANCIAL INTEREST DISCLOSURE
Any contract award therewith will require approval by a majority vote of the City of Modesto’s City Council.

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

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

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

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

Persons having an aggregate economic interest in the Vendor less than two thousand dollars ($2,000.00) at 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 Vendor meeting the financial criteria for listing on the New York or the Pacific Stock exchanges unless it is reasonably foreseeable that a City Council decision will increase or decrease that entity's gross revenues or expenses by one million dollars ($1,000,000) or more and the requirements of Modesto Municipal Code Section 2-10.03(h) are satisfied.

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

Bidder Company Name:

Name of Vendor Signatory:

Signature of Vendor Representative:

Danielle York Andrew York York Orthopedic Recovery LLC
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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.

2. Do you, or your company, or any agent on behalf of you or your company, anticipate or plan to make any political contribution of more than $500 to any City officer in the twelve (12) months following any Council action related to this contract?
___ YES If yes, please identify the Councilmember(s):
___ NO
X
X
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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
11/10/2025
Danielle York York Orthopedic
Recovery LLC
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Revised 1/19/2024
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? 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))
OEM - Original Equipment Manufacturer / Distributor
Inflexible time constraints preclude the bidding process - Exigent or mergency 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 Yes No
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Revised 1/19/2024
Other (requires detailed comments)

Comments:
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memo
Date: October 1, 2025
To: Brandon Gillespie, Chief of Police
From: Chris Adams, Captain
Re: York Orthopedic Business Justification
sustaining a modern, high-performing police department. Law enforcement professionals face unique physical and mental challenges that can take a toll over the course of a career—long hours, high stress, and physically demanding tasks all contribute to elevated risks of injury and burnout. -term health, safety,
and readiness of our workforce. B
three-year
specialist services.

Over the past year, the Modesto Police Department has piloted these services with York - being. This directly contributes to fewer days missed due to injury, improved morale, and #15..
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-demand public safety
environment.
ergonomics, and recovery, we reduce the long-term costs associated with demonstrated success working with public safety personnel and the ability to provide a full suite ity to pass required background checks.

Scope of Work and Associated Costs
Under the proposed three-year agreement, York Orthopedic Recovery will deliver a comprehensive suite of services designed to prevent injuries, accelerate recovery, and promote long-term employee wellness. The program will dedicate nine hours per week to injury -related and non-worktailored to the physical demands of law enforcement, ensuring employees can maintain strength, mobility, and readiness throughout their careers.
careers.
te injuries and ongoing
compression systems, and red-light therapy. These
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program, giving employees access to evidence-based recovery tools typically reserved for elite le wellness program that supports the
physical resilience, performance, and long-term health of Modesto Police Department employees.

York will provide the above-listed services for a period of 3 years at $130,150.80 for an amount This amount consists primarily of services provided, with minimal responder agencies.
provide recovery services such as massage therapy, ergonomic eva - centered around facility-based treatments such as cryotherapy, red light therapy, and percussion massage. However, their services do not include comprehensive recovery strategies such as — all of which are
conducted at their own facility, which reduces accessibility for employees and does not provide d their business model does
demonstrated during the pilot program.
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ervices, massage
of a police department workforce.

Conclusion
The one-year pilot demonstrated success in employee health and departmententering into an agreement with York Orthopedic Recovery for a three-year period, with the - investment in the health and wellness of our employees.

Respectfully,
Chris Adams, Captain
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

January 13, 2026
Date: December 16, 2025
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Brandon Gillespie, Chief of Police
SUBJECT: Ballistic Vest Agreement
CONTACT: Jessica Nicholson, Police Administrator, [email protected], 209-572- 9500
DESCRIPTION:

Consider approving a Purchasing Agreement with Adamson Police Products, Los Alamitos, CA, for Ballistic Vests for a total amount not to exceed $884,635 over five years. (Funding Source:

General Fund, Measure H)
STRATEGIC PLAN ELEMENT:

This item is related to the adopted City Council 2025-2026 Strategic Plan focus area of Governance and Service Delivery under Goal - Build a High-Performance Organization.

BACKGROUND:

The Modesto Police Department (MPD) requests the purchase of ballistic vests for sworn officers and field-based civilian personnel. The current agreement with Adamson Police Products will end on December 30, 2025. These vests are intended for daily wear as part of each assigned department member’s personal protective equipment. Custom fitted vests are provided at the time of hire and current personnel are provided with a replacement vest every five years as required by the expiration of vests and their protective warranty.

Only body armor models which have been tested by the National Institute of Justice (NIJ) National Law Enforcement and Corrections Technology Center and found to comply with the requirements of the current NIJ Standard for Threat Level IIIA armor meet the performance standards set by the Modesto Police Department.

On June 11, 2019, by Resolution No. 2019-260, the City Council approved a Purchase Agreement for Ballistic Vests with Adamson Police Products of Los Alamitos, CA, for a two-year agreement with three one-year extension options, for a total amount not to exceed $314,000. #16..
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City Council, January 13, 2026
Ballistic Vest Agreement

Page 2 of 4 ends

On June 25, 2024, by Resolution No. 2024-238, the City Council approved the First Amendment with Adamson Police Products, for Ballistic Vests, increasing the Agreement amount by $113,416 to a new total amount of $427,416 and extending the term of the Agreement from June 30,2024 to June 30,2025.

On June 4, 2025, the City and Adamson Police Products executed a Second Amendment extending the contract term for an additional six months, through December 30, 2025, to allow time to vet the competitively bid cooperative agreement DISCUSSION:

The Modesto Police Department researched current ballistic vest technology to determine if there were more safe and comfortable options available. Staff found a lighter and thinner option while still meeting the full ballistic rating standard of NIJ IIIA. This rating enables the ability to protect officers and field-based civilian personnel from a range of firearms while being more comfortable than the current model issued.

Adamson Police Products will continue to provide custom fittings for new sworn and field-based civilian personnel, as well as for employees whose vests are at or near the five-year replacement age.

On September 19th, 2024, the City Manager authorized the Purchasing Manager to solicit the procurement for Ballistic Vests. On September 24th, 2024, the State of Colorado in collaboration with NASPO Value Point issued Request for Proposal (RFP)#-SPCO-AR-25-03 for Body Armor and Ballistic Resistant Products on the State of Colorado, CBI Advantage Vendor Self Service website. On November 5th, 2024, proposals were opened on the State of Colorado, CGI Advantage Vendor Self Service website and via live broadcast. Fifteen (15) proposals were received and based on the Initial responsiveness, and technical criteria outlined in the RFP eleven (11) contracts were awarded for this commodity which includes the Ballistic Vests.

Based on the responsive and responsible proposer offering the experience, skills, qualifications, scope of work, change management of standards, warranty, service, implementation and promotion of the NASPO Value Point Master Agreement, acceptance of sample Master Agreement Terms & Conditions, and availability of approved vest models City staff recommends to award to Adamson Police Products, of Los Alamitos, CA, a distributor of Safariland, LLC by utilizing the Competitive Bid Process with State of Colorado in collaboration with NASPO Value Point, for Ballistic Vests for a two (2) year Agreement with three (3) one-year extension options, for an annual estimated amount $176,927, and a total amount not to exceed $884,635 over five (5) years.

NASPO Value Point is a cooperative agency which streamlines the procurement process by developing RFPs for national competitive solicitations that meet or exceed local requirements.

The competitive process is continually refined to best meet agency needs and allows NASPO Value Point to offer exceptional products from nationally acclaimed vendors.

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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.” In addition, MMC 8-3.202(h) encourages the Purchasing Manager to join with the State of California and other units of government in cooperative purchasing plans when the best cost savings interest of the City would be served.

Here by utilizing the NASPO Value point bidding process, the City is complying with the requirements defined under this code for these operational parts needed for City departments.

FISCAL IMPACT:

Funding for the proposed five-year agreement with Adamson Police Products is not to exceed $844,635. Funds are budgeted in the current Police Department Fiscal Year Operating Budget in the Records and Support cost center’s police equipment account which resides in both the General Fund and Measure H Fund, depending on where the positions reside. Funds are budgeted each fiscal year for the provision of ballistic vests as it is a personal protective equipment and uniform requirement.

Year 1 Year 2 Year 3 Year 4 Year 5 TOTALS
Annual Cost $166,579 $166,579 $166,579 $174,908 $183,727 $858,372 5% Inflator n/a n/a $8,329 $8,820 $9,114 $26,263
Totals $166,579 $166,579 $174,908 $183,728 $192,841 $884,635 Below is a chart detailing the five (5) year expense history.

Fiscal Year Cost
20/21 $60,422
21/22 $22,061
22/23 $50,641
23/24 $70,627
24/25 $97,861
TOTAL $301,612
The cost increase reflects a 13.2% rise in the number of position allocations since 2019, driven by operational needs, recruitment efforts, and normal turnover. It also accounts for ballistic vests for additional civilian staff assigned to field operations and the transition to a lighter vest model that meets full ballistic standards. The older vest models will be phased out through attrition as they reach the end of their 5-year warranty period.

COMMITTEE ACTION:

This item was scheduled for the December 15, 2025 Safety and Communities Committee meeting but was not presented due to a lack of quorum.

RECOMMENDED COUNCIL ACTION
Staff Recommendations:

Resolution approving the Agreement with Adamson Police Products, of Los Alamitos, CA, a distributor for Safariland, LLC by utilizing the Competitive Bid Process with State of Colorado in collaboration with NASPO Value Point, for Ballistic Vests, for a two (2) year Agreement with three (3) one-year extension options, for an annual estimated amount of $176,927, and a total #16..
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City Council, January 13, 2026
Ballistic Vest Agreement

Page 4 of 4 ends

amount not to exceed $884,635 over five years; and authorizing the Director of Finance, or her designee to execute the Agreement.

Approved by:

Brandon Gillespie, Chief of Police
Joseph P. Lopez, City Manager
Attachments:

1. Resolution

2. Agreement

3. Exhibits (4)

4. Scoring Abstract - NASPO

5. Financial Disclosure Form

6. Levine Act Form
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01/13/2026/MPD/JNicholson/ItemX 1 2026-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2026-___

RESOLUTION APPROVING THE AGREEMENT WITH ADAMSON POLICE

PRODUCTS, OF LOS ALAMITOS, CA, A DISTRIBUTOR FOR SAFARILAND,

LLC BY UTILIZING THE COMPETITIVE BID PROCESS WITH STATE OF

COLORADO IN COLLABORATION WITH THE NASPO VALUE POINT, FOR BALLISTIC VESTS, FOR A TWO (2) YEAR AGREEMENT WITH THREE (3)

ONE-YEAR EXTENSION OPTIONS, FOR AN ANNUAL ESTIMATED
AMOUNT $176,927, AND A TOTAL AMOUNT NOT TO EXCEED $884,635

OVER FIVE YEARS AND AUTHORIZING THE DIRECTOR OF FINANCE, OR

HER DESIGNEE TO EXECUTE THE AGREEMENT
WHEREAS, the Modesto Police Department requires the use of ballistic vests for sworn officers and field-based civilian personnel; and
WHEREAS, these vests are intended for daily wear as part of each assigned department member’s personal protective equipment; and
WHEREAS, custom fitted vests are provided at the time of hire and current personnel are provided with a replacement vest every five years as required by the expiration of vests and their protective warranty; and
WHEREAS, only body armor models which have been tested by the National Institute of Justice (NIJ) National Law Enforcement and Corrections Technology Center and found to comply with the requirements of the current NIJ Standard for Threat Level IIIA armor meet the performance standards set by the Modesto Police Department; and WHEREAS, on June 11, 2019, by Resolution No. 2019-260, the City Council approved a Purchase Agreement for Ballistic Vests with Adamson Police Products of Los Alamitos, CA, for a two-year agreement with three one-year extension options, for a total amount not to exceed $314,000; and
WHEREAS, on June 25, 2024, by Resolution No. 2024-238, the City Council approved the First Amendment with Adamson Police Products, for Ballistic Vests, #16..
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01/13/2026/MPD/JNicholson/ItemX 2 2026-XX
increasing the Agreement amount by $113,416 to a new total amount of $427,416 and extending the term of the Agreement from June 30, 2024, to June 30, 2025; and WHEREAS, on June 4, 2025, the City and Adamson Police Products executed a Second Amendment extending the contract term for an additional six months, through December 30, 2025; and
WHEREAS, the Modesto Police Department researched current ballistic vest technology to determine if there were more safe and comfortable options available. Staff found a lighter and thinner option while still meeting the full ballistic rating standard of NIJ IIIA; and
WHEREAS, Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, in 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.” In addition, MMC 8-3.202(h) encourages the Purchasing Manager to join with the State of California and other units of government in cooperative purchasing plans when the best cost savings interest of the City would be served; and WHEREAS, here, by utilizing the NASPO Value point bidding process, the City is complying with the requirements defined under this code for these operational parts needed for City departments.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves an agreement with Adamson Police Products, of Los Alamitos, #16..
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01/13/2026/MPD/JNicholson/ItemX 3 2026-XX
CA, a distributor for Safariland, LLC by utilizing the Competitive Bid Process with State of Colorado in collaboration with NASPO Value Point, for Ballistic Vests, for a two (2) year Agreement with three (3) one-year extension options, for an annual estimated amount $176,927, and a total amount not to exceed $884,635 over five years.

BE IT FURTHER RESOLVED that the Director of Finance, or her designee, is hereby authorized to execute the Agreement.
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01/13/2026/MPD/JNicholson/ItemX 4 2026-XX
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 13th day of January 2026, by Councilmember ________________, who moved its adoption, which motion being duly seconded by Councilmember ________________, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

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

BY: _____________________________________
JOSE M. SANCHEZ, City Attorney
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1 ANNUAL PURCHASE AGREEMENT
BALLISTIC VESTS - AGREEMENT #312906
This agreement, hereinafter called AGREEMENT, made and entered into in the City of Modesto, State of California, this _______ day of ________________, 2026, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and Adamson Police Products, a California corporation, hereinafter called VENDOR,
WHEREAS, the Modesto City Council adopted Resolution No. 2026 - ______ authorizing the Award of Bid and agreement for the Body Armor and Ballistic Resistant Products as described herein (the “GOODS”) to VENDOR, attached hereto as Exhibit “A” and made a part hereof, and WHEREAS, the VENDOR provided a responsive and responsible submittal that best meets the CITY needs, attached hereto as Exhibit “B” and made a part hereof, and WHEREAS, the CITY and VENDOR shall enter into an agreement for the Body Armor and Ballistic Resistant Products as described in NASPO RFP-SPCO-AR-25-03, attached hereto as Exhibit “C” and made a part hereof, and
NOW, THEREFORE, the parties hereto mutually agree as follows:

1. TERM OF AGREEMENT:

The term of the AGREEMENT shall be for a period of two (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 1, 2026 through December 31, 2026
Year 2: January 1, 2027 through December 31, 2027
Year 3: January 1, 2028 through December 31, 2028
Year 4: January 1, 2029 through December 31, 2029
Year 5: January 1, 2030 through June 26, 2030
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2 2. PRICING:

A. Per the aforementioned Council Resolution, the annual estimated amount of the AGREEMENT is $176,927. The total amount paid by CITY to VENDOR over the full term of the AGREEMENT shall not exceed $884,635.

B. The AGREEMENT pricing is attached hereto as Exhibit D. Pricing during AGREEMENT shall be as set forth per the terms and conditions of the NASPO Safariland Master Agreement No. 198469 and the Safariland NASPO Participating Addendum in Exhibit E, attached hereto and made a part hereof by this reference. In the event of any conflict between the terms and conditions of this AGREEMENT, and terms and conditions in Exhibit E, this AGREEMENT shall control.

C. The CITY and VENDOR may agree to update the products and prices contained in Exhibit D to add, remove, or substitute items, or change pricing. All changes shall be in writing and approved by the Finance Director.

D. Pricing shall remain firm for the two (2) years of the AGREEMENT.

E. Price increases for each subsequent AGREEMENT years three, four, and five, shall be negotiated in good faith by the parties, but in no instance may exceed the net percentage increase during the prior 12-month period in the Federal Bureau of Labor Statistics’ Consumer Price Index (CPI) for West Urban Area. Requests for price increases in any renewal year shall be submitted by VENDOR in writing at least ninety (90) days prior to the annual anniversary date of the AGREEMENT.

3. USAGE:

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

4. ORDERING:

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

5. PAYMENT:

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

6. AMENDMENTS:

No changes to this AGREEMENT shall be effective unless documented by a written amendment to this AGREEMENT and signed by the parties hereto with CITY represented by the Purchasing Division. #16..
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3 7. TERMINATION:

A. In the event either party fails to perform under this AGREEMENT or breaches any condition contained herein, the other party shall notify in writing the breaching party of the non-performance.

Within thirty (30) days after receipt of notification, the breaching party shall correct any nonperformance to the reasonable satisfaction of the non-breaching party. Failure to correct any nonperformance shall allow the non-breaching party to terminate this AGREEMENT for cause.

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

8. INSPECTION:

All GOODS are subject to inspection and testing by the CITY for compliance with specifications as included herein, within a reasonable time after delivery. In the event GOODS are defective or not in conformity with this AGREEMENT or CITY’s purchase order, the CITY shall have the right to either reject the GOODS or require correction. Defective articles or services shall be removed from CITY premises and/or corrected by and at the expense of VENDOR; provided that should the VENDOR fail, neglect or refuse to do so, the CITY shall thereupon have the right to purchase in the open market, in lieu thereof, a corresponding quantity of any such items. CITY may deduct from any moneys due or that may there after coming due to VENDOR or send an invoice to the VENDOR which shall be paid within thirty (30) days, the difference between the prices named in the contract or purchase order and the actual cost thereof to the CITY. In the event that the VENDOR fails to make prompt delivery as specified for any item, the same conditions as to the rights of the CITY to purchase in the open market and to reimbursement set forth above shall apply, except when delivery is delayed by fire, strike, freight embargo, or Act of God or the government. Cost of inspection or deliveries or offers for delivery, which do not meet specifications, will be borne by the Bidder. Failure by CITY to inspect and accept or reject shall not relieve the VENDOR from responsibility for compliance with specifications. Final acceptance shall be conclusive except as regards to latent defects, fraud, or such gross mistakes as amount to fraud.

9. RESPONSIBILITY:

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

10. SHIPMENT:

Unless otherwise authorized by CITY’s Purchasing Division, GOODS shall be delivered F.O.B.

Destination Freight Prepaid and Included in Price of GOODS. VENDOR may not collect freight collect or charge shipping expenses otherwise to CITY. Original receipted freight bill must accompany the invoice. Shipment must be made within the time stated on Purchase Order, failing which CITY reserves the right to purchase elsewhere and charge VENDOR with any loss incurred, unless delay in making shipment is due to unforeseeable causes beyond the control and without the fault or negligence of VENDOR.
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4 11. CHANGES:

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

12. WARRANTY:

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

13. INSURANCE:

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

14. TAX EXEMPTIONS:

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

15. INDEMNITIES:

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

B. VENDOR shall hold the CITY and its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of VENDOR, or its agents, officers, employees, or subcontractors relating to or during the performance of its obligations under this AGREEMENT, except for claims arising from the willful or active #16..
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5 negligence of the CITY. VENDOR’s obligation to defend, indemnify, and hold the city, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement for VENDOR to procure and maintain a policy of insurance VENDOR.

16. GOVERNING LAW:

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

17. VENUE:

18. ATTORNEY'S FEES:

19. LIMITATION OF LIABILITY:

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

20. NOTICES:

Any notice, payment or instrument required or permitted by this AGREEMENT to be given or delivered to either party shall be deemed to have been received when personally delivered, or one calendar week following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, addressed as follows:
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6 VENDOR: Adamson Police Products
Attention: Joshua Nielsen
520 Cameron Street
Placentia, Ca 92870
(714) 220-0906
[email protected]
CITY: City of Modesto
Purchasing Division
Attention: Holly Gonzales
P.O. Box 642
Modesto, CA 95353
(209) 577-5405 [email protected]
Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

21. ASSIGNMENT:

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

22. MISCELLANEOUS:

Time is of the essence in each and every provision of this AGREEMENT.

23. ENTIRE AGREEMENT:

This AGREEMENT and its exhibits contain the entire understanding between VENDOR and CITY.

Additional or new terms contained in this AGREEMENT which vary from VENDOR’S bid are controlling and are deemed accepted by VENDOR by provision of any GOODS or other commencement of performance hereunder. The terms and conditions of the RFP, attached hereto as Exhibit C, are incorporated herein. In the event of a conflict between the RFP and this AGREEMENT, this AGREEMENT shall control. All previous bids, offers and communications relative to this AGREEMENT, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this AGREEMENT. No future waiver or exception to any of the terms, conditions, and provisions of this AGREEMENT shall be considered valid unless specifically agreed to in writing by the parties.

24. PARTIAL INVALIDITY:

If any provision in this AGREEMENT is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
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7 IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this AGREEMENT by its Director of Finance under authority of Resolution No. 2026-____ adopted by the Council of the City of Modesto on the 13th day of January, 2026 and Adamson Police Products, has caused this Agreement to be duly executed. #16..
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Request for Proposals for
Body Armor and Ballistic Resistant Products
Issued by the State of Colorado
Solicitation Number RFP-SPCO-AR-25-03 _________________________________________________________________________________________________________________

Page 1 of 5 ends

Attachment G – OFFEROR INFORMATION, ACKNOWLEDGEMENTS, AND CERTIFICATIONS Attachment G

OFFEROR INFORMATION, ACKNOWLEDGEMENTS, AND CERTIFICATIONS Offeror must provide complete responses to each item below. Insert your responses into this worksheet directly below each question or prompt.

I. OFFEROR INFORMATION
A. Company’s Full Legal Name:

Safariland, LLC
B. Primary Business Address:
13386 International Parkway
Jacksonville, FL 32218
C. Federal Tax Identification Number:
59-2044869
D. Entity Type:
☐ Sole Proprietorship
☐ Partnership
☒ Limited Liability Company
☐ Corporation
E. Artificial Intelligence Disclosure. Was artificial intelligence technology used in the development or completion of any portion of this proposal? (Check one of the below.) ☐ Yes
☒ No
II. BUSINESS DETAILS
A. Company Website. Provide a URL for your company’s website. www.safariland.com
B. Company History. Provide a brief history of your company, including the year of its founding and any material acquisitions or mergers in which it has been involved.

Safariland, LLC was originally formed on June 16, 1997 as American Body Armor & Equipment, Inc., a Delaware corporation. On May 14, 2002, the company was renamed “Armor Holdings Products, Inc.”, and, then, on March 1, 2004, the company was converted from a corporation to a limited liability company and renamed “Armor Holdings Products, L.L.C.”
Finally, on December 29, 2008, the company was renamed “Safariland, LLC.” #16..
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Request for Proposals for
Body Armor and Ballistic Resistant Products
Issued by the State of Colorado
Solicitation Number RFP-SPCO-AR-25-03 _________________________________________________________________________________________________________________

Page 2 of 5 ends

Attachment G – OFFEROR INFORMATION, ACKNOWLEDGEMENTS, AND CERTIFICATIONS As information, on July 27, 2012, Safariland, LLC was acquired by Maui Holdings Corp. (now known as Cadre Holdings, Inc.).

C. Company Size. Identify the number of employees working for your company. 537
D. Ownership Structure. Describe your company’s ownership structure.

Safariland, LLC is owned 100% by Cadre Holdings, Inc., a Delaware corporation, with a principal place of business at 13386 International Parkway, Jacksonville, FL 32218. As information, Cadre Holdings, Inc. is a public company on the New York Stock Exchange under the Stock Ticker “CDRE.”
E. Litigation. List all claims of non-performance or breach from customers in excess of $5,000, including all pending litigation matters (including civil, criminal, or appellate) or criminal convictions in the past 5 years for the company and all principals. Attach an additional document if necessary.

Safariland, LLC does not have any claims for “non-performance or breach from customers.” From time to time, Safariland is a party to litigation in the ordinary course of business, but, as already noted, none related to “claims of non-performance or breach from customers.” Safariland does not have any criminal convictions.

If information is needed about pending litigation unrelated to “non-performance or breach from customers,” Safariland can provide it upon request.

III. PROPOSAL CONTACT
The Proposal Contact must be able to respond timely to communications from the Lead State. Offeror must, within 24 hours, notify the Lead State of any change to Offeror’s Proposal Contact.

A. Proposal Contact Name:

Jaime Marini
B. Proposal Contact Title:

Program Manager
C. Proposal Contact Email:

[email protected]
D. Proposal Contact Phone Number:
904-705-1759
IV. ACKNOWLEDGEMENTS AND CERTIFICATIONS
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Request for Proposals for
Body Armor and Ballistic Resistant Products
Issued by the State of Colorado
Solicitation Number RFP-SPCO-AR-25-03 _________________________________________________________________________________________________________________

Page 3 of 5 ends

Attachment G – OFFEROR INFORMATION, ACKNOWLEDGEMENTS, AND CERTIFICATIONS By signing below and submitting a response to this RFP, Offeror acknowledges and certifies the following:

A. Debarment. (Check one of the below.)
☒ Neither Offeror nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in public procurement or contracting by any governmental department or agency. ☐ Offeror cannot certify the statement above, and Offeror will affix a written explanation to this attachment for review by the Lead State. If after reviewing Offeror’s written explanation the Lead State determines it is not in the best interest of the Lead State, Participating Entities, or Purchasing Entities to award Offeror a Master Agreement, the Lead State may reject Offeror’s proposal.

B. Non-collusion.

1. This proposal has been developed independently by Offeror and has been submitted without collusion and without any agreement, understanding, or planned common course of action with any other Offeror or supplier of Deliverables in a manner designed to limit fair and open competition.

2. The contents of this proposal have not been communicated by Offeror or its employees or agents to any person not an employee or agent of Offeror and will not be communicated to any such persons prior to the RFP Close Date.

C. Data Disclosure to Foreign Governments and Prohibited Technology. (Check one of the below.)
☒ Offeror is not an entity subject to laws, rules, or policies potentially requiring disclosure of, or provision of access to, customer data to foreign governments or entities controlled by foreign governments, and Offeror’s offerings do not contain, include, or utilize components or services supplied by any entity subject to the same. Offeror’s offerings also do not contain, include, or utilize covered technology prohibited under Section 889 of the National Defense Authorization Act, as amended.
☐ Offeror cannot certify all statements above, and Offeror will affix a written explanation to this attachment for review by the Lead State. If after reviewing Offeror’s written explanation the Lead State determines it is not in the best interest of the Lead State, Participating Entities, or Purchasing Entities to award Offeror a Master Agreement, the Lead State may reject Offeror’s proposal.

D. Conflicts of Interest. (Check one of the below.)
☒ Offeror represents that none of its officers or employees are officers or employees of the Lead State and that none of its officers or employees have a conflict of interest as defined by the laws, rules, or policies of the Lead State.
☐ Offeror cannot certify the statement above, and Offeror will affix a written explanation to this attachment for review by the Lead State. If after reviewing Offeror’s written explanation the Lead State determines it is not in the best interest of the Lead State, Participating Entities, or Purchasing Entities to award Offeror a Master Agreement, the Lead State may reject Offeror’s proposal.

E. Reserved.
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Request for Proposals for
Body Armor and Ballistic Resistant Products
Issued by the State of Colorado
Solicitation Number RFP-SPCO-AR-25-03 _________________________________________________________________________________________________________________

Page 4 of 5 ends

Attachment G – OFFEROR INFORMATION, ACKNOWLEDGEMENTS, AND CERTIFICATIONS F. Required Insurance. Offeror agrees to acquire insurance from an insurance carrier or carriers licensed to conduct business in each Participating Entity’s state at the levels prescribed in Attachment D – Sample Master Agreement. Offeror understands that this requirement is mandatory and will not be negotiated by the Lead State.

G. NASPO ValuePoint Administrative Fee. Offeror agrees to pay a 0.25% administrative fee and submit summary and detailed sales reports to NASPO ValuePoint in accordance with D – Sample Master Agreement. All costs proposed by Offeror must be inclusive of the NASPO ValuePoint administrative fee. Offeror understands that the requirements in this section are mandatory and will not be negotiated by the Lead State.

H. Marketing Plan. If awarded a Master Agreement resulting from this RFP, within 30 days of execution of the Master Agreement, Offeror will meet with NASPO ValuePoint marketing personnel to review and track progress on the marketing plan described by Offeror in Attachment H – Offeror Response Worksheet.

I. Confidential, Proprietary, or Protected Information. As set forth in Attachment A – RFP Terms and Conditions, if Offeror is claiming any portion of its proposal as confidential, proprietary, or protected, Offeror must complete the required sections of Attachment K – Claim of Business Confidentiality, and submit with Offeror’s proposal a redacted copy of Offeror’s proposal, which must be clearly marked as such. Offeror may not mark pricing or Offeror’s entire proposal as confidential, proprietary, or protected. Submission of a Claim of Business Confidentiality does not guarantee that information claimed by Offeror as confidential, proprietary, or protected will not be subject to disclosure in accordance with applicable public information laws, rules, and policies. If Offeror fails to submit a redacted copy of Offeror’s proposal, or fails to claim information as confidential, proprietary, or protected in compliance with this RFP, Offeror releases the Lead State, NASPO, NASPO members, and entities represented on the Multistate Sourcing Team from any obligation to keep the information confidential and waives all claims of liability arising from disclosure of the information.

J. Conditional Awards. Offeror understands that awards and execution of a Master Agreement are conditional as set forth in Attachment A – RFP Terms and Conditions, and Offeror agrees to hold the Lead State and NASPO harmless and release the Lead State and NASPO from any liability for damages arising from non-award or non-execution of a contract.

K. Understanding of the RFP. Offeror has read the RFP in its entirety and understands and agrees to comply with all requirements set forth therein. Any conflicts in the materials composing the RFP and any issues relating to the content of the RFP, including instructions, requirements, or specifications Offeror believes to be ambiguous, unduly restrictive, erroneous, anticompetitive, or unlawful, have been brought to the attention of the Lead State using the process described in the RFP for asking questions.
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Request for Proposals for
Body Armor and Ballistic Resistant Products
Issued by the State of Colorado
Solicitation Number RFP-SPCO-AR-25-03 _________________________________________________________________________________________________________________

Page 5 of 5 ends

Attachment G – OFFEROR INFORMATION, ACKNOWLEDGEMENTS, AND CERTIFICATIONS Signature
The undersigned is one of the following:

1. The Offeror, if Offeror is an individual;

2. A partner in the company, if Offeror is a partnership; or

3. An officer or employee of the responding corporation having authority to sign on its behalf, if Offeror is a corporation.

By signing below, the undersigned warrants that the representations made and the information provided in Offeror’s proposal are true, correct, and reliable for purposes of evaluation for a potential contract award. The submission of inaccurate or misleading information may be grounds for disqualification from contract award and may subject the undersigned, Offeror, or both to suspension or debarment proceedings, as well as other remedies available to the Lead State by law, including termination of any Master Agreement awarded to Offeror.

OFFEROR:
__________________________________________ __________________________________________ Signature Date
__________________________________________ __________________________________________ Printed Name Title
__________________________________________ __________________________________________ Email Address Phone Number
November 5, 2024
James Duncan Vice President and General Manager, Armor
[email protected] 800-347-1200
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Request for Proposals for
Body Armor and Ballistic Resistant Products
Issued by the State of Colorado
Solicitation Number RFP-SPCO-AR-25-03 _________________________________________________________________________________________________________________

Page 1 of 11 ends

Attachment H – OFFEROR RESPONSE WORKSHEET
Attachment H

OFFEROR RESPONSE WORKSHEET
Offeror must provide complete and succinct responses to each item below. Insert your responses into this worksheet in the box directly below each question or prompt. While supplementary marketing materials are neither requested nor desired, Offeror should provide all information necessary to demonstrate Offeror’s ability to meet the requirements of this RFP and the RFP’s Scope of Work.

I. RESPONSE TO MANDATORY MINIMUM REQUIREMENTS
A. Standards Compliance – For items in the process of being added to the NIJ Certified Products List (NIJ CPL) or the ASTM Verified Products List, describe the items Offeror has submitted and provide the date each item was submitted to NIJ or ASTM.

NIJ 06 Body Armors Pending CPL:

BA-3A00S-SXHP – 1/5/24
BA-3A00S-SXHPF – 1/5/24
BA-3A00S-HW01 – 1/5/24
MS-3A30S-MT02 – 12/1/23
DT206C-1.2 – 1/3/24
IMPAC C1.3 ICW HW-2019-01-SB – 6/10/24
IMPAC C1.4 ICW HW-2019-01-SB – 6/1/24
II. RESPONSE TO TECHNICAL CRITERIA
A. Experience, skills & qualifications

1. Describe your Company/Offeror history selling Body Armor & Ballistic Resistant Products.

Safariland, LLC is the leading manufacturer of security products for law enforcement personnel around the world.

For over fifty years, Safariland has been manufacturing and selling a broad range of high-quality branded law enforcement equipment. Our products include ballistic resistant vests and tactical armor, safety holsters and duty gear, less-lethal munitions, batons, anti-riot products, personal protective gear, firearms accessories, Explosive Ordnance Disposal equipment, communications solutions, and a variety of crime scene related equipment.

2. Describe your company’s past experience with contracts performing the same or similar Scope of Work or providing the same or similar Deliverables in federal, state, and local governments.

Safariland has the largest distribution network of ballistic armor in the United States. We have over 100 distributors nationwide in every state that allow us to service a contract of this size and scope. Additionally, we have a directly employed sales staff of twenty (20) professionals that allow us to provide contract support nationwide. Safariland’s corporate headquarters are located in Jacksonville, FL and Ontario, CA.

Safariland’s distributor network will be primarily responsible for sizing, ensuring proper vest fit, and handling returns and warranty issues. All vest packages are custom fitted and officers are measured for their vest in both a standing and sitting position to ensure the garment does not ride up into the officer’s neck from a sitting position. Safariland’s distributors or, if necessary, Safariland’s own personnel, will custom fit each officer using a Safariland specific sizing methodology ensuring proper and consistent fit. Safariland’s distributors will be readily available to respond to requests for sizing within two (2) working days unless other arrangements are agreed to by the agency and distributor. #16..
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Request for Proposals for
Body Armor and Ballistic Resistant Products
Issued by the State of Colorado
Solicitation Number RFP-SPCO-AR-25-03 _________________________________________________________________________________________________________________

Page 2 of 11 ends

Attachment H – OFFEROR RESPONSE WORKSHEET
After receipt of order Safariland will make delivery of vests within 60 days. Should any fitting problems occur, Safariland will correct the problem within 30 days of notification of the problem at no expense to the ordering agency.

After 30 days, our standard alteration policy will be in effect.

3. Describe your company’s information on training of authorized distributors/resellers/employees for contract sales. Include an overview of Offeror's training for resellers/authorized distributors/employees/customers on products and their standards.

Safariland’s distributors or, if necessary, Safariland’s own personnel, will custom fit each officer using a Safariland specific sizing methodology ensuring proper and consistent fit. Safariland’s distributors will be readily available to respond to requests for sizing within two (2) working days unless other arrangements are agreed to by the agency and distributor. After receipt of the order Safariland will make delivery of vests within 60 days. Should any fitting problems occur, Safariland will correct the problem within 30 days of notification of the problem at no expense to the ordering agency.

B. Scope of Work

1. Describe your plan for meeting the Master Agreement Objectives identified in Attachment B – Scope of Work.

Safariland, LLC produces and offers products in all Categories listed on Attachment B, Scope of Work, Product Category. These products are categorized in the accompanying price list under the appropriate protection level.

2. Provide evidence of your ability to provide the Deliverables identified in the Scope of Work.

Safariland, as a current NASPO contract holder, has delivered on the deliverables identified in the Scope of work for the last ten years. We have a full range of cutting edge products that meet all of the Product Standards and continue to develop new, innovative products in support of our customers’ missions. Additionally, Safariland has a Sales team and distribution network that is unrivaled in its scope and ability to support Law Enforcement in the industry. We have a long history of successfully and efficiently managing this contract.

3. Describe your ability to fulfill Contractor Responsibilities and Tasks identified in the Scope of Work.

Ordering and Invoicing
All costs associated with sizing, measurement, and final fitting are included in prices listed on the attached price list and can be scheduled at the convenience of the purchasing entity. All orders under this contract shall be delivered within sixty (60) calendar days after receipt of the order by Safariland. In the unlikely event that a shipped product was improperly fitted initially, Safariland will refit or replace the product within thirty (30) calendar days from the delivery date. Finally, all Safariland and authorized distributor invoices comply with the requirements listed in Attachment B, Scope of Work, Ordering and Invoicing Specifications. #16..
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Request for Proposals for
Body Armor and Ballistic Resistant Products
Issued by the State of Colorado
Solicitation Number RFP-SPCO-AR-25-03 _________________________________________________________________________________________________________________

Page 3 of 11 ends

Attachment H – OFFEROR RESPONSE WORKSHEET
Packaging and Delivery
All Safariland products are shipped in a manner to ensure delivery in an undamaged condition. All packages are labeled in accordance with the package requirements detailed in Attachment B, Scope of Work. All product prices listed are FOB Destination, freight prepaid, for standard delivery. Additional costs may result in requests for expedited delivery depending on individual circumstances.

Recycling Program
Refer to Attachment 1 for details.

C. Change Management of Standards

1. Provide the Offeror’s plan to phase out 0101.06 when it is no longer maintained on the NIJ CPL.

Safariland will phase out of the NIJ 0101.06 CTP as the NIJ 0101.07 CTP is fully implemented and / or as new NIJ 0101.07 products are certified.

2. Provide Offeror information on new product creation/testing/ process for having product on the NIJ CPL for the 0101.07 Ballistic Resistance of Body Armor.

Safariland has a comprehensive plan to participate and certify new armor designs to the NIJ 0101.07 CTP, including the design/development of armors through our R&D process.

3. Provide Offeror information on new products for the transition of Stab Resistance of Personal Body Armor from the 0115.00 to 0115.01 that is currently in the draft phase.

Safariland will design and develop new stab resistant armors to the new NIJ 0115.01 Standard when it is released.

4. Provide Offeror information on new product creation of Ballistic-Resistant Helmets Worn by U.S.

Public Safety Officers meeting ASTM E3368/E3368M and on the ASTM Verified Products List.

None at this time.

5. Provide Offeror information on new product creation of Ballistic-Resistant Shields Used by Law Enforcement Officers meeting ASTM E3347/E3347M and on the ASTM Verified Products List.

None at this time.

6. Provide Offeror’s past, current, and future knowledge/training/activity with updating standards from draft phase through implementation.

All Safariland body armor employees are trained to the latest testing standards, compliance requirements, and product designs.
#16..
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Request for Proposals for
Body Armor and Ballistic Resistant Products
Issued by the State of Colorado
Solicitation Number RFP-SPCO-AR-25-03 _________________________________________________________________________________________________________________

Page 4 of 11 ends

Attachment H – OFFEROR RESPONSE WORKSHEET

7. Provide Offeror’s process to notify Lead State when NIJ CPL and/or ASTM verified or certified products are in a Model Status of Suspended or Inactive so that these products are removed from the current price list.

Safariland will communicate with the lead state should product models become suspended or inactive. Our authorized distributors will be provided with information around suspended or inactive products so that they can relay the information to our agency partners that utilize the specific product.

8. Provide Offeror planned process to remove products from current price list when the NIJ CPL is no longer maintained for 0101.06?
Per information on cjttec.org, products compliant under 0101.06 will remain publicly available for several years until such a time that the .07 CPL provides the criminal justice community with a sufficient list of products to select from.

9. Provide overview of Offeror's training for resellers/authorized distributors/employees/customers as products are available with new standards.

As new products become available under the new standards, Safariland Account Managers will meet with authorized distributors under our contract to provide samples and explain how the new products meet the new standards. The Safariland Marketing Team will produce literature to support the marketing and education of all new products that fall under the new standard.

D. Warranty, Service, etc.

1. Describe in detail your company's warranty plan. Ensure you include warranty plans and requirements for different types of items listed in Attachment I – Cost Proposal.

Ballistic Panels:

Safariland, LLC offers a five (5) year warranty from the date of delivery and acceptance of its ballistic panel(s) portion of the body armor system(s). Safariland warrants that its ballistic panels shall be free from defects and faulty workmanship and will perform in accordance with used vest testing protocols.

Carriers:

For a period of twelve (12) months after the date of purchase, Safariland warrants that the outer carriers of its Vests shall be free from defects in material and workmanship.

Shields:

Workmanship: Warranted to be free from defects in material and workmanship for a period of twelve (12) months from date of purchase.

Ballistic Performance: Equipment has been tested for ballistic performance at an NIJ-accredited laboratory. For a period of sixty (60) months from the date of purchase, Equipment is warranted for ballistic performance in accordance with the applicable testing protocol, which may include NIJ STD-0106.01 (Ballistic Helmets), NIJ STD0108.01 (Resistant Materials) and/or Safariland’s independent testing protocol for non-certified products, as against the threat level designated on the Equipment’s label. Equipment shall be tested without conditioning and will be deemed satisfactory so long as there are no perforations. Equipment should not be used after the expiration of this warranty period (i.e., “useful life” period). #16..
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Request for Proposals for
Body Armor and Ballistic Resistant Products
Issued by the State of Colorado
Solicitation Number RFP-SPCO-AR-25-03 _________________________________________________________________________________________________________________

Page 5 of 11 ends

Attachment H – OFFEROR RESPONSE WORKSHEET
Helmets and Face Shields:

Workmanship: Warranted to be free from defects in material and workmanship for a period of twelve (12) months from date of purchase.

Ballistic Blankets:

Workmanship: Warranted to be free from defects in material and workmanship for a period of twelve (12) months from date of purchase.

Non-Certified Armor Plates:

Workmanship: Warranted to be free from defects in material and workmanship for a period of twelve (12) months from date of purchase.

2. Describe in detail your company's recycling plan for used contract items and the overall environmental efforts made by your company. This can be included as a separate attachment if needed.

See Attachment 1

3. Describe your return policy.

Product returns, regardless of reason or origin of return, must have a Return Material Authorization (RMA) created and issued by Safariland Customer Service prior to return of the product(s). All returns delivered to Safariland without an RMA will be subject to refusal of delivery.

RMA’s will be approved and processed based on the following guidelines:
a. Returns must be requested within 30 days of product invoice. #16..
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Request for Proposals for
Body Armor and Ballistic Resistant Products
Issued by the State of Colorado
Solicitation Number RFP-SPCO-AR-25-03 _________________________________________________________________________________________________________________

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Modesto City CouncilJanuary 13, 2026

Modesto City Council
January 13, 2026