Agenda packet — Finance Committee, February 23, 2026 (part 4 of 4)

The Wastewater Division also manages the City’s regulatory compliance with National Pretreatment Program, Storm water Compliance, and Laboratory Services. This includes inspections, collection of samples from permitted industries, storm water samples from two urban sites, Dry Creek, and the Tuolumne River. Samples are analyzed and reported to the State Water Board.

The Wastewater Collections Division operates and maintains the City’s sewer and storm collection systems. The sewer collection system includes 13,422 pipe segments (totaling over 667 miles of pipe) and 13,271 maintenance holes. The storm water system consists of 33 storm basins, 8,353 pipe segments (totaling 164 miles of pipe), 10,237 catch basins, 9,266 Rockwells, and 88 outfalls. These systems transport sewer and storm water to the two wastewater treatment facilities: Sutter and Jennings. Wastewater Collections ensures the City’s compliance with the Federal Clean Water Act and the corresponding State Waste Discharge Requirements (WDR).

The City of Modesto’s Water Division supplies water to communities within Stanislaus County including Modesto, Empire, Salida, and outlying systems Del Rio, Grayson and portions of Ceres and Turlock. With over 75,000 water service connections, the City’s Water Services Division operates and maintains nine separate water systems with approximately 930 miles of potable water pipelines, 12 tanks holding up to 22.55 million gallons of combined storage capacity, 78 active wells that are regularly tested to ensure residents have access to clean and reliable drinking water, and 14 inactive wells. Since 1995, the City has supplemented its groundwater supply with treated surface water purchased from the Modesto Regional Water Treatment Plant (MRWTP), which is maintained and operated by the Modesto Irrigation District (MID). Currently, the MRWTP has a production capacity of 60 million gallons per day (MGD) of treated surface water. Two additional water tanks maintained by MID provide the system with an additional storage capacity of up to 10 million gallons. The outlying systems are solely served by groundwater wells.

3. OBJECTIVE
• Assess the current state of asset management practices across the Water and Wastewater Programs.
• Identify gaps, inconsistencies, and inefficiencies in data collection, record-keeping, and maintenance scheduling.
• Provide recommendations for a centralized asset management framework that standardizes data management, maintenance tracking, and lifecycle planning. • Evaluate existing City software, tools, and processes to determine their effectiveness and compatibility with a unified system. If necessary, recommend any other systems that the City should consider that would more cost effective and/or efficient. • Develop a roadmap for implementation of a full-scale Water and Wastewater Asset Management Plan, including phased integration and resource requirements. • Identify and recommend staffing levels and positions to maintain and facilitate the asset management program.
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SCOPE OF SERVICES
The scope of services for this project shall include to conduct a gap analysis of the existing asset management practices for both the Water and Wastewater Divisions. The goal is to identify deficiencies, inefficiencies, and opportunities for improvement in managing assets, including, but not limited to, equipment, pipes, pumps, motors, containers, electrical equipment, monitors, and other critical infrastructure. The scope also includes support for the work to be provided after it is awarded.

1. PROJECT MANAGEMENT
The consultant shall be required to provide project management as necessary to ensure the efficient completion of the gap analysis. Project management duties would include, but not be limited to: coordination of sub-consultant activities; providing updates and seeking input and direction from City staff, as appropriate; monitoring of project budget and schedule; prepare power point presentation(s) if needed, prepare meeting agendas, prepare meeting minutes, and preparation of other necessary attendance materials needed for meetings as directed by City staff.

The consultant shall communicate frequently with City staff, through email, informal discussions, via teleconferencing by video or live audio meetings, or in person unless otherwise directed by the City’s project manager, Jeff Daniels, Wastewater Division Manager.

2. DELIVERABLES

1. Comprehensive Gap Analysis Report detailing findings, identified gaps, and recommendations.

2. Roadmap for full Asset Management implementation with prioritized actions, estimated costs, and resource needs.

3. Presentation of findings to stakeholders, including key decision-makers in the Utilities Department.

4. The estimated project completion date within 18 months from the notice to proceed. A detailed project timeline will be developed in collaboration with the selected consultant.

SUBMITTAL REQUIREMENTS
It is the policy of the City of Modesto (when not prohibited by the funding source) that, all other factors being equal, local firms whose qualifications are satisfactory and who have sufficient experience and capabilities for providing the necessary professional services shall normally be given priority in being considered for employment by the City. The location of any subconsultant firms proposed by the consultant will also be considered when applying this policy. #5..
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1. REQUESTS FOR CLARIFICATIONS, CORRECTIONS OR MODIFICATIONS Any requests for clarifications, corrections or modifications of this Request for Proposals (RFP) shall be submitted through the Question & Answer section of this Request for Proposals (RFP) on the City's OpenGov Procurement portal:
https://procurement.opengov.com/portal/modestogov/projects/189771 before 4:30 pm on Friday, September 12, 2025. Responses from the City will be communicated in writing with all responses provided to all approved questions posted publicly and as an addendum, if needed.

The City of Modesto reserves the right to reject any Proposals that contains unauthorized conditions or exceptions.

2. SUBMITTAL DUE DATE
Proposals must be submitted through the City's OpenGov Procurement portal prior to 4:30 pm on Monday, October 13, 2025. Proposals received after the above specified date and time or in a manner other than as stated above will not be considered.

Cost proposals shall be submitted as a separate file if stated in this Request for Proposals (RFP). An upload area stating such will be made available within this Request for Proposals (RFP) on the City's OpenGov Procurement portal. If such a requirement is noted in this Request for Proposals (RFP), no cost information should be present in the other uploads you provide unless otherwise specified within this Request for Proposals (RFP). Before submitting the file, make sure to review the file to avoid submitting duplicate files.

3. AGREEMENT
Following interviews (should they be deemed necessary) negotiations will begin with the firm deemed most qualified. If agreement cannot be reached in negotiations, the City will begin negotiations with the firm that is judged to be next most qualified. If the City determines to approve the agreement, a City of Modesto Standard Agreement shall be sent to the successful firm for signature. If an agreement is reached, the Standard Agreement will be presented to Council for approval. Once City Council has approved the Standard Agreement, the agreement will be executed by the City. No Proposals shall be binding upon the City until after duly authorized representatives of both the firm and the City have signed the Standard Agreement. The City shall have the sole authority to terminate negotiations with any firm at any time without recourse by the firm. The approval of the agreement, if made by the City, will be based on a total review and analysis of each Proposals and any interviews deemed necessary.

A sample City of Modesto Standard Agreement is included for your reference. Please review the sample agreement carefully with your legal and/or insurance representative.

Firms are REQUIRED to submit any questions, concerns or language change requests regarding this agreement in writing as a part of this Proposals. Firms choosing not to submit any questions, concerns, or language requests, in writing, as part of this Proposals are assumed to agree with the agreement in its entirety, as written, with no exceptions.

4. CONFLICT OF INTEREST/CITY BUSINESS LICENSE
The City requires that the firm’s Principal file a Statement of Economic Interest Form 700 with the City to the satisfaction of the Fair Political Practices Commission (FPPC) when the firm #5..
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provides information, advice, recommendations or counsel to the City. Before the City enters into an agreement for services with the selected firm, the Principal will be required to report individual economic interests within the City of Modesto on the following:

1. Real Property Interest (geographically limited)

2. Sources of Income

3. Business Positions

4. Business Investments
The selected firm is also required to submit a completed and signed Financial Interest Disclosure Form and will have a City of Modesto business license.

CONTENTS OF PROPOSAL
The City is seeking Proposals as one single package from civil engineering design firms that demonstrate experience in to conduct a gap analysis of the existing asset management practices for both the Water and Wastewater Divisions. The goal is to identify deficiencies, inefficiencies, and opportunities for improvement in managing assets, including, but not limited to, equipment, pipes, pumps, motors, containers, electrical equipment, monitors, and other critical infrastructure with similar magnitude and scope to the described project components.

The submitted material should focus on technical content that demonstrates the design experience and capability of the firm and its team.

To simplify comparisons during evaluation, information submitted shall be provided in the order listed in this Request for Proposals (RFP).

Each submittal shall include the following information:

1. COVER LETTER
Upload a cover letter that satisfies the following requirements:

The cover letter should introduce the firm, the project manager and team. The letter should highlight key attributes of the firm’s experience relative to the project scope, the team’s approach, and the firm’s commitment to provide services to the City of Modesto.

2. PROJECT TEAM AND EXPERIENCE
The Project Team section should be succinct and focus on content that demonstrates experience, capability, availability and commitment of the firm and its team.

Include the Project Manager, up to three key employees, agents, and sub-consultants who are anticipated to be assigned to this project.

Provide a summary of the qualifications, licenses, experience, type of work to be performed, and availability of each individual.

The firm’s Project Manager will be directly responsible for and engaged in leading the required services. The Project Manager must be knowledgeable and experienced in asset management practices across Water and Wastewater Programs and will possess the leadership skills necessary to meet project objectives.
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The project team must demonstrate the required knowledge, experience, and availability for this project. Consultants work history will be rated on relevance to the project and are encouraged to provide specific information in this regard including relevant and recent projects of similar scope and complexity. Tabular formatting is encouraged for this section of your proposal.

The Project Team section must Include:

1. Names and titles of each person, years of experience with the Firm, and years of experience with other Firms

2. Education, degree, specializations

3. Active professional registration (State and discipline)

4. Representative experience for not more than five (5) completed projects similar in scope, size and complexity to the Project with at least one (1) completed in the last five (5) years

5. Owner, project description (including size), location and completion date. If project is in progress, provided estimated completion date and level of commitment.

6. Name, address and phone number of knowledgeable owner/client’s representative

7. Consultant services for which the individual was directly responsible; service/functions directly performed by individual (not just job title)

8. Firm with which the individual was employed during project experience

9. Project name, background, specific services performed, date completed, costs, client contact.

3. PROPOSED SCOPE OF SERVICES
The proposed scope of services should address the key items outlined in the Background and Scope of Services subsections of this Request for Proposals (RFP), and shall include the firm’s understanding of the desired work.

4. PROJECT SCHEDULE
Project schedule should be one page, a single page of size 11x17 is acceptable.

Upload your proposed schedule for all services necessary to complete the project, specifying the major tasks, the expected time to complete each task, and the interdependency of the tasks.

5. LEVEL OF EFFORT
Level of effort should be one page, a single page of size 11x17 is acceptable.

The consultant shall provide an estimate of staff time (in hours), by tasks under Scope of Services. Include the location of the offices where task items will be performed and the percentage of work by cost, which will be performed out of those offices. Indicate local consultant participation. Actual costs shall not be indicated in this section, show percentages of the total costs. Task items indicated in the Level of Effort shall match those indicated in the Scope of Services and Fee Proposal.
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6. ADDITIONAL INFORMATION
For any additional information requested or required by any of your previously provided answers or as stated within this Request for Proposals (RFP) please upload the additional documentation as part of your proposal.

PROPOSAL (WITHOUT COST)*
Please upload your Proposal here formatted in the manner required by this Request for Proposals (RFP). This upload here should NOT INCLUDE any pricing information as that will be uploaded separately.
*Response required
SEPARATE COST FILE*
Please upload a breakdown of your pricing information here. This information should not be part of your main proposal upload which is why it is requested separately here. *Response required
SUBMITTAL CONFIRMATION*
Consultant hereby certifies that all information provided within this submittal is accurate to the best of their knowledge and acknowledges that they have provided proof of their authority to submit a Proposals on behalf of the stated Company Name committing them to the information contained within said submittal.

By checking the "please confirm" box below, you certify the above statement. ☐ Please confirm
*Response required
CALIFORNIA LEVINE ACT DISCLOSURE*
Please download the below documents, complete, and upload. • Modesto_Levine_Act_Statemen...
*Response required

SELECTION PROCESS
Proposals will be evaluated by the Selection Committee and, if a clear selection cannot be made based on scoring of Proposals alone, proposing firms will be invited to an interview with the Committee. The Committee will rank the firms based upon an evaluation of the Proposals and any interviews deemed necessary. Negotiations will begin with the firm deemed most qualified. If agreement cannot be reached in negotiations, the City will begin negotiations with the firm that is judged to be next most qualified.

Proposals and any interviews deemed necessary will be evaluated on the following grading criteria:

No. Evaluation Criteria Scoring Method Weight (Points)
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1. Proposed Scope of Services
The two key criteria in determining the
point ranking in this category are ‘Project
Understanding’ and ‘Project Approach’.

Project Understanding will be measured by
the consultant’s demonstrated
understanding of the project’s scope of
services and the recognition of potential
issues warranting special effort and / or
concern. The consultant’s Project
Approach will be evaluated by the
completeness of the proposed work plan in
addressing the scope of services, including
full coverage of the project’s data needs
and technical evaluations.

Points Based 45
(45% of Total)

2. Project Team and Experience
The consultant’s proposed project team
(including sub-consultants) will be
evaluated by the various team members’
organizational ability, time management
skills, areas of specialization, ability to
produce quality work products, availability,
and demonstrated experience in asset
management practices across Water and
Wastewater Programs over the last five (5)
years.

Points Based 35
(35% of Total)

3. General
• Size of firm and available staff
appropriate to project size.
• Location of firm in relation to City
of Modesto and project size.
• Firm reputation as relates to
principles, credibility, and attitude.

Points Based 15
(15% of Total)

4. Local Sub-Consultant Involvement
If appropriate for the scope of services,
consultants will be evaluated on the
inclusion of local sub-consultants on the
team and the anticipated percentage of
work to be performed by local subconsultants. Local sub-consultants are defined as having a business office in
Stanislaus County.

Points Based 5
(5% of Total)
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RIGHTS OF THE CITY OF MODESTO
The City will evaluate all submittals, but this Request for Proposals (RFP) does not commit the City of Modesto to approve an agreement, to pay for any costs incurred in preparation or presentation of a Proposals, or to procure an agreement for services. The City reserves the right to:
• Make the selection based on its sole discretion;
• Accept or reject any and all Proposals, or any item or part thereof, or to waive any informalities or irregularities;
• Withdraw this Request for Proposals (RFP) at any time without prior notice, and the City makes no representations that any agreement will be approved with any firm responding to this Request for Proposals (RFP);
• Issue subsequent Request for Proposals (RFP);
• Postpone Proposals opening for its own convenience;
• Approve or disapprove the use of particular subconsultant; • Negotiate with any, all, or none of the firms submitting a Proposals; • Enter into an agreement with another firm in the event the originally selected Proposer defaults or fails to execute an agreement with the City.

PROJECT SCHEDULE
RFP/RFQ Posted(Non-Mandatory): August 19, 2025
Mandatory Walkthrough(Non-Mandatory): September 8, 2025, 8:00am 1221 Sutter Avenue, Modesto, CA.

Requests for Clarifications, Corrections or
Modifications(Non-Mandatory):

September 12, 2025, 4:30pm
Proposals/Statement of Qualifications
Due(Non-Mandatory):

October 13, 2025, 4:30pm
Committee Review Complete *(NonMandatory):October 31, 2025 Consultant Interview, if needed *(NonMandatory):TBD
Council Approval *(Non-Mandatory): TBD
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Notice to Proceed *(Non-Mandatory): TBD
*Dates subject to change
If you have any questions regarding this Request for Proposals (RFP), please feel free to contact me, email is the best manner to reach me. Thank you in advance, for your interest in our project.

Sincerely,
Anna Gallego
Administrative Analyst II Utilities Department
[email protected]
(209) 577-6209 Ext: 76209
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SELECTION PROTESTS

1. An interested party wishing to protest or appeal a decision to select a Proposals and consultant for an agreement for professional services by the City of Modesto must follow these procedures. Protests or appeals, which are not submitted in accordance with these procedures, will not be reviewed.

2. A protest to an announced decision to select a Proposals and consultant for an agreement for professional services must be filed no later than 10 business days after an Announced Decision is provided.

3. Protests are to be delivered to the following address: City of Modesto, Office of the City Clerk, 1010 Tenth Street, Suite 6600, Modesto, California, 95354. Attn: Director of Utilities

4. For the purposes of the Protest Procedures, the following terms are defined:
a. “Filing Date” or “Submission Date” means the date of receipt by the City Clerk of the City of Modesto
b. “Interested Party” means an actual or prospective proposing consultant, or any sub-consultant identified by name in any bid.
c. “Proposal” includes the term “offer” or “proposal” in the context of formal procurements.
d. “Announced Decision” means that notifications (either written or electronic) of selection or non-selection have been provided to consultants that have submitted a proposal. The date of notification shall be the date of the decision. e. “Days” means working days in which City Hall is open for business, excluding holidays and weekends.

5. PROTEST PROCEDURES
a. Any interested party must file a written protest to an announced decision to award a contract with the City Clerk no later than 10 business days after the Announced Decision.
b. Protestors may be represented by legal counsel at their own expense if they wish.
c. The protest shall be accompanied by a certified check or cashier’s check in the amount of $100, (EXCEPT FEDERALLY FUNDED PROJECTS), made payable to the Clerk of the City of Modesto. Protests filed without the requisite fee will not be reviewed.
d. The protest filed with the City Clerk shall:
i. Include the name, address, and business telephone number of the protestor; ii. Identify the project under protest by name, and proposal due date; iii. Contain a concise statement of the grounds for protest; iv. Include all supporting documentation, if any. Documentation submitted after filing will not be reviewed.
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6. PROTEST REVIEW (ANNOUNCED DECISION)
a. Protest to Director of Utilities
b. Upon receipt of a protest, the Director of Utilities, or designee, shall review all the submitted materials and shall create and retain a written record of the review. The Director of Utilities, or designee, shall respond at least generally to each material issue raised in the protest no later than 10 business days after City Clerk’s receipt of the protest. Notice of the Utilities Director’s, or designee’s, decision may be given by telephone, email, facsimile machine, in person, or by U.S. Postal Service.
c. Appeal to Deputy City Manager
i. The Utilities Director’s, or designee’s, decision may be appealed in writing to the City of Modesto’s Deputy City Manager no later than 10 business days after Notice of Decision is sent to the protestor. The Deputy City Manager shall review the appeal, accompanying supporting documents, if any, and the written record of the protest review by the Director of Utilities, or designee. ii. A written record of the Deputy City Manager’s review shall be created and maintained. The Deputy City Manager shall give notice in writing of his or her decision to the protestor within 15 business days after City Clerk’s receipt of appeal.
d. Appeal to City Council
i. Any protestor excepting to the decision of the Deputy City Manager may appeal in writing to the City Council by filing with the City Clerk a written notice of such appeal no later than 15 business days after receipt of the Deputy City Manager’s decision. The City Clerk will schedule the protest for Council hearing and give notice of the time and place of the hearing as provided in Modesto Municipal Code Sections 1-4.01 through 1-4.05. ii. The City Council is the highest authority of the City of Modesto. It is possible that the City Council may reverse the decision of any City staff member at the hearing. After City Council review and decision, no internal appeal is possible.
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SAMPLE STANDARD AGREEMENT FOR CONSULTANT SERVICES
THIS AGREEMENT, made and entered into in the City of Modesto, State of California, this _____ day of ______________, 20___, (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "City", and (CONSULTANT), a California corporation, hereinafter referred to as "Consultant".

This Agreement is made with regard to the following recitals:

A. The City has determined that an _____________________ should be prepared for the City to _________________________.

B. Consultant represents that it is qualified, willing and able to provide the services to prepare said document(s).

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

1. SCOPE OF SERVICES
Consultant shall undertake and complete the preparation of the scope of work as set forth and described in the documents attached hereto and referred to as Exhibit (A) 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 City.

2. TERM OF AGREEMENT
This Agreement is effective as of the date first written above and will continue in effect until City's acceptance of and payment for all services authorized by City and performed by Consultant, unless terminated earlier in accordance with the provisions of the termination clause in this Agreement.

Consultant shall undertake and complete the preparation of the scope of work as set forth and described in the documents commonly referred to as “project” attached hereto as Exhibit (A) and made a part hereof. City hereby gives Consultant notice to proceed with the preparation of the project in the manner described in Exhibit (A), as of the Effective Date of this Agreement. Consultant shall diligently proceed with the preparation of the project and agrees to complete said preparation within the time period set forth in Exhibit (A).

3. COMPENSATION
Consultant agrees to accept a sum not to exceed $__________ (maximum compensation) as full remuneration for performing all services and furnishing all staffing and materials for CITY in accordance with Exhibit (A) attached hereto and for performance by Consultant of all of its duties and obligations under this Agreement, except that additional services may be compensated as described below.

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

CITY shall pay CONSULTANT on a time and materials basis for CONSULTANT’s actual costs for all work called for in Exhibit (A) to this AGREEMENT. All work to be performed under this AGREEMENT shall be billed at the hourly rates set forth in Exhibit (B) attached hereto. #5..
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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 reimbursable expenses paid by CONSULTANT and identified in Exhibit (B) or approved by the CITY in writing. Expenses for travel reimbursement shall comply with the City's Administrative Directive (AD) 1.2, as amended periodically. The City's AD 1.2 can be accessible at the link provided - https://www.modestogov.com/DocumentCenter/View/24156/Citys-Administrative-Directive-12.

Additional services may be authorized by the City Manager in an amount up to, but not to exceed 10% of the agreed maximum compensation, or $_________. In the event that additional services are deemed necessary, the Consultant shall provide a written request to the City Manager indicating the reason for additional work, scope and cost of such work. The City Manager shall provide a written response to the request, either approving or denying the additional expenditure. If additional services are requested and approved, they will be billed at the hourly rates set forth in Exhibit (B) and may not exceed the amount requested and approved in writing by the City Manager. In that event, the new total compensation shall not exceed $_________. If additional services in excess of this amount are deemed necessary by City Staff, an amendment to this Agreement will be required and must be approved by the City Council prior to commencing the work, as provided in Paragraph 9 of this Agreement.

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 ____________________, 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. Consultant therefore agrees that ____________ percent (____%) or more of the time to be devoted to the project that is the subject of this Agreement will be that of the above-named person.

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. #5..
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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
Both parties to this Agreement understand that it may become desirable or necessary during the execution of this Agreement, for City or Consultant to modify the scope of services provided for under this Agreement. Any material extension or change in the scope of work shall be discussed with City and the change and cost shall be memorialized in a written amendment to the original Agreement prior to the performance of the additional work.

Until a change order is so executed, City will not be responsible to pay any charges Consultant may incur in performing such additional services, and Consultant shall not be required to perform any such additional services.

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. Consultant, by virtue of this Agreement, 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. No agent, officer, or employee of the City is to be considered an employee of Consultant. 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.
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Consultant shall determine 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 has control over the manner and means of performing the services under this Agreement. Consultant is permitted to provide services to others during the same period service is provided to City under this Agreement. If necessary, Consultant has the responsibility for employing other persons or firms to assist Consultant in fulfilling the terms and obligations under this Agreement.

If in the performance of this Agreement any third persons are employed by Consultant, such persons shall be entirely and exclusively under the direction, supervision, and control of 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 Consultant 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 receipt provided that such are delivered in accordance with the provisions of this Section. Notices shall be delivered either by: (a) personal delivery (including delivery by an overnight courier service which obtains confirmation of receipt); or (b) by facsimile, provided that such transmission is followed by delivery by an overnight courier service which obtains confirmation of receipt; or (c) postage prepaid, return receipt requested, certified mail; 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:
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FOR CONSULTANT: Name:

Address:

Attention:

Phone:

Email:
( )
CITY: Name:

Address:

Phone:

Email:

Jeff Daniels
City of Modesto
P.O. Box 642
Modesto, CA 95353
(209) 577-6255
[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 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 be limited to, any of the following: failure to perform required services or duties, willful destruction of City's property by Consultant, dishonesty or theft.

Post-Termination Procedure
Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the Consultant shall:
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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;
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 of termination. The final payment to the Consultant after termination for convenience shall be limited to amounts due and owing under the Agreement at time of termination, including the following:
a. The cost of settling and paying valid claims arising out of the termination of the Work such as subconsultant Agreements or Agreements for materials; b. The Agreement price allocable to the portion of the Work properly performed or goods supplied to the Work site by the Consultant as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the Consultant.

Authorization to Terminate Agreement
Termination of the Agreement may be invoked by the City Manager, or his/her designee, subject to the right of the Consultant to appeal to 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 #5..
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of delay claims, extended claims, Eichleay claims, or any other claims for delay shall be retroactive to the date of termination selected by the City Manager, or his/her designee.

16. CERTIFIED PAYROLL REQUIREMENT
If Consultant is performing "public works" as defined in Labor Code section 1720(a), Consultant shall pay all workers, and shall ensure its subcontractors pay all of their workers, engaged in performing the services described in Exhibit (A) not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the services describe in Exhibit (A) are to be performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work as provided in the California Labor Code. In accordance with California Labor Code Section 1773.2, the City has obtained the general prevailing wages in the locality in which the services described in Exhibit (A) 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. Consultant must comply with all applicable laws and regulations that apply to wages earned in performance of the services describe in Exhibit (A), including those set forth in Labor Code section 1770 et. seq.

17. INDEMNITY
If Consultant is Design Professional performing design professional services, as defined 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, officials, 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.

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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.

18. 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 contract provision shall be in the Superior Court of Stanislaus County or the United States District Court for the Eastern District of California.

19. ATTORNEY'S 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.

20. ENTIRE AGREEMENT
This Agreement and its exhibits contain the entire understanding between Consultant and City. Additional or new terms contained in this Agreement which vary from Consultant's proposal are controlling and are deemed accepted by Consultant by shipment of any article or other commencement of performance hereunder. All previous proposals, 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 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.

21. 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.

22. WAIVER
The waiver by any party to this Agreement of a breach of any provision hereof shall be in writing and shall not operate or be construed as a waiver of any other or subsequent breach hereof unless specifically stated in writing.
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23. 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.

24. GOVERNING LAW
This Agreement shall be governed according to the laws of the State of California.

25. HEADINGS NOT CONTROLLING
Headings used in the Agreement are for reference purposes only and shall not be considered in construing this Agreement.

26. 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.

27. CITY BUSINESS LICENSE
Consultant will have a City of Modesto business license. #5..
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IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attestation by its City Clerk under authority of Resolution No. 20___-______, adopted by the Council of the City of Modesto on the ______ day of ____________, 20___, and (CONSULTANT) has caused this agreement to be duly executed in as of the Effective Date.

CITY OF MODESTO
a municipal corporation
(CONSULTANT)
a California corporation*
By ________________________________ By ________________________________ JOSEPH P. LOPEZ, City Manager Name Title
By ________________________________
ATTEST: Name Title
By ________________________________ (Seal)
DIANE NAYARES-PEREZ, CMC, City Clerk
CONSULTANT's Federal ID# ______________
APPROVED AS TO FORM:

By ________________________________
JOSE M. SANCHEZ, City Attorney
APPROVED AS TO FORM:

By ________________________________
MATTHEW BRALEY, Risk Manager
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EXHIBIT C: INSURANCE REQUIREMENTS FOR PROFESSIONAL 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. 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 non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Consultant’s primary and excess liability policies are exhausted.

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

Additional Insured Status
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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 noncontributory” 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 the 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:

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.

Verification of Coverage
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Consultant shall furnish the City of Modesto with original certificates and amendatory endorsements or copies of the applicable policy language affecting 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
Consultants shall require and verify that all subconsultants, 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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801 T Street
Sacramento, California 95811
www.woodardcurran.com
T 800.426.4262
T 916.999.8700
F 916.999.8701
Via Electronic Mail
January 20, 2026
Jeff Daniels
City of Modesto, CA
1010 10th Street
Modesto, CA 35354
RE: Scope of Work for Asset Management Gap Analysis

BACKGROUND
Asset management encompasses the systematic practices that enable the City to provide reliable water and wastewater services to the community. It supports ongoing maintenance, operations, rehabilitation, and replacement of infrastructure within the constraints of available funding, staffing, regulatory requirements, and service level commitments.

Many utilities invest significant resources in asset management programs without achieving measurable outcomes in the initial phases. Our approach addresses this challenge by prioritizing critical gaps and developing initiatives that deliver measurable results early in the program. Working collaboratively with the City of Modesto (City), Woodard & Curran (W&C) with our partner EMA, Inc. (EMA) will create a practical guide that leads to immediate action while maintaining a proven strategy that grows as your depth of asset management increases – one that supports the long-term, strategic goals envisioned by leadership.

SCOPE OF SERVICES
Task 1 – Project Management
Objectives
Project management is a continuous task throughout the project duration. Effective project management includes maintaining good communication with both the City and the project team (Team), managing the project to meet budget and schedule, and implementation of rigorous quality assurance/quality control procedures.

Description
This task encompasses project initiation, coordination, and ongoing management activities throughout the project duration:

1. Preparation of a Project management Plan including a baseline schedule, description of roles and responsibilities of the project team, and plan for project delivery. The Project Management Plan will incorporate a Quality Assurance/Quality Control #5..
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(QA/QC) protocol that defines quality assurance procedures, review templates, and designated reviewers for each deliverable.

2. Facilitation of a kickoff meeting with the City to review the project schedule, introduce the team, and outline communications.

3. Ongoing project management activities such as monitoring and reporting on progress, schedule updates, and biweekly meetings with the City. Progress reports will include a Decision Log documenting key decisions.

4. Quality Assurance and Quality Control: We will prepare a project-specific QA/QC Plan including check lists for QA/QC milestones for each task, including identifying QA/QC reviewers. Woodard & Curran will apply the QA/QC plan throughout the project. One of the key elements of Woodard & Curran’s QA/QC process is conducting a Senior Technical Approach Review (STAR) workshop at the start of every significant project.

The STAR workshop brings together the project manager and task leaders, technical review leads, as well as other technical experts to review the project scope, schedule, and technical challenges to ensure that all project objectives will be met.

Assumptions
• The project duration is 18 months.
• A total of 36 project meetings are included in this task (Bi-Weekly Meeting throughout project duration, 30-minute duration) For each meeting, we will prepare meeting agenda and provide summary notes and action items.
• The project kickoff meeting will be up to two hours and include up to five consultant team members.
• All meetings (for all tasks) are virtual unless noted otherwise. • Review comments on each draft deliverable (all tasks) are provided as a single consistent set of comments.

Deliverables

1. Project Management Plan (Scope, Schedule, and Budget) and Logs (Action and Decision)

2. Monthly Progress Reports and Invoicing

3. Team Coordination and management throughout the project

4. Kick Off Meeting

5. Bi-Weekly Project meetings, Agendas and Notes
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Asset Management Gap Analysis January 20, 2026
Task 2 – Gap Analysis
Objectives

1. Document the City’s vision and goals for their Asset Management Program.

2. Assess the current state of asset management practices across the Water and Wastewater Programs.

3. Identify gaps, inconsistencies, and inefficiencies in data collection, record-keeping, and maintenance scheduling.

4. Evaluate existing City software, tools, and processes to determine their effectiveness and compatibility with a unified system.

Description
During this task, the Team will assist the City in identifying and documenting their vision and goals for their asset management program. The Team will then assess the City's current asset management practices and identify gaps relative to the City’s vision as well as to industry best practices.

Our team will initiate this effort by submitting a comprehensive information and data request focused on the City's asset register, asset maintenance history, and asset management practices. The Team will provide each division with a tailored questionnaire to allow City staff to identify their current asset management practices as well as any challenges and improvement opportunities. Primary data sources are anticipated to include the City's Lucity Enterprise Asset Management System (EAMS), Maintenance Connection, and GIS platforms; supplementary information may include condition assessment reports, CCTV inspections, and maintenance reports.

Once the information has been received from the City, the Team will do an initial review of the information provided. To ensure we have the information needed to do an accurate analysis as well as a clear plan for the onsite workshops and staff interviews, we will meet with the City asneeded in up to four one-hour virtual meetings.

After the initial review and data analysis, the Team will conduct in-person workshops and staff interviews during five days onsite in Modesto. During this time, the Team will conduct up to five two-hour workshops and up to three days of site visits and staff interviews.

Workshop Topics will include:
• Asset Management Visioning
• Wastewater and Stormwater Collection Asset Management • Water Distribution Asset Management
• Wastewater Treatment Asset Management
• Data Management/ Technology
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Asset Management Gap Analysis January 20, 2026
The workshops, site visits and staff interviews will help fill data gaps and capture institutional knowledge regarding the current state of the program and practices across all divisions.

Additional interviews can be conducted virtually as-needed.

Following the onsite workshops and site visits, the Team will analyze the information to identify gaps, not only in the asset data itself, but also in the underlying AM practices relative to best practices and the City’s vision for the program. Those best practices will be based on EPA's standard asset framework, tailored to the City's specific needs.

The following list outlines key focus areas for the Gap Analysis task:
• Asset Management Practices
o Asset condition assessment
o Asset lifecycle costs and rehabilitation strategies
o Asset management planning and sustainability
o Risk-based asset management strategies
o Quality and completeness of asset data
o Capital program/project planning and delivery, including risk management, service level development, and regulatory compliance
• Work Management Practices
o Planned, preventive, and predictive maintenance programs o Coordination of work between Maintenance, Customer Service, and Dispatch staff
o Quality and completeness of inspection and work order data o Maintenance optimization
o Procurement and inventory management
o Enterprise standards for asset and work management
• Technology Assessment
o Review of all existing asset management technologies, including integrations o Workflow Review, especially workflows used to reduce asset life cycle cost o System integrations that support lifecycle cost tracking and AM (e.g., financial systems, HR)
o Use and effectiveness of mobile applications
o Discuss Modesto’s goals related to efficiency and key requirements for an EAMS system
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Asset Management Gap Analysis January 20, 2026
• Organizational Needs
o Training needs (e.g., AM principles, work order management, inventory management, in-house expertise to support the EAMS)
o Metrics for asset and work management performance
o Change management strategies
o Clarity in decision-making processes, including individual and group roles and responsibilities
Following the in-depth gap analysis, the Team will draft a report documenting the gap analysis.

Assumptions
• W&C will host up to four one-hour virtual meetings to review data request or data. • W&C will be onsite up to five days in Modesto, including up to five two-hour workshops and up to three days of site visits throughout the Modesto Water/Wastewater System.
• W&C will conduct up to three additional two-hour interviews as virtual meetings. • The Gap Analysis Report, draft and final, will be up to 30 pages excluding appendices.

Deliverables

1. Gap Analysis Report, draft and final, word and PDF files

2. Meeting agendas and notes
Task 3 – Asset Management Roadmap
Objectives

1. Provide recommendations for a centralized asset management framework that standardizes data management, maintenance tracking, and lifecycle planning.

2. Develop a roadmap for implementation of a full-scale Water and Wastewater Asset Management Program, including phased integration and resource requirements.

3. Recommend cost effective and efficient software, tools, and processes.

4. Identify and recommend staffing levels and positions to maintain and facilitate the asset management program.

Description
Building upon the gap analysis completed in Task 2, the Team will develop an initial implementation roadmap comprising prioritized actions to enhance the City's asset management program and deliver measurable operational improvements. The roadmap recommendations will likely include:
• Implementing or updating software and data management technologies #5..
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Asset Management Gap Analysis January 20, 2026
• Restructuring data to close gaps or improve quality
• Developing or updating procedures
• Implementing or updating condition assessment methods or tools • Staff training
Additional resources
For each action in the roadmap, the Team will describe the specific action, the rationale for the action, benefits, and required resources. The roadmap will be presented as a prioritized and phased series of actions, with sequences or dependencies among different actions noted.

Prioritization will be based on urgency, impact and cost.

Once the set of actions have been identified and an initial roadmap has been developed, the Team will meet with City staff for two in-person workshops. During the first workshop, the Team will present the findings of the Gap Analysis completed during Task 2. The second workshop will be a Prioritization Workshop. The team will present the initial roadmap options and solicit the City’s input on prioritization of the identified actions.

Based on the City’s input during the workshops, the initial roadmap will be finalized. The Team will develop a phased implementation framework defining key tasks and best-practice guidelines to meet the core asset management objectives. The final Roadmap will be presented to the City during a two-hour virtual meeting.

Assumptions
• W&C will conduct up to two (2) two-hour workshops conducted on the same day or over two consecutive days.
• The costs of potential roadmap actions will be range-of-magnitude, AACE Class V. • The Asset Management Roadmap will be up to 30 pages, draft and final. • W&C will attend up to three (3) two-hour virtual meetings.

Deliverables

1. Asset Management Roadmap, draft and final, word and PDF files.

2. Meeting agendas and notes.

Task 4: Utilities Stakeholder Engagement
Objectives

1. Promote and facilitate organizational buy-in through leadership briefings.

2. Provide practical training materials that enable Engineering and O&M to incorporate asset management framework and inform roadmap.

3. Collaborate with City Finance enable on-going O&M and CIP funding alignment with asset management roadmap.
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Asset Management Gap Analysis January 20, 2026
Description
The Team will prepare briefing materials for presentation to City and Utilities Department leadership at key project milestones. These materials will include key findings, recommended actions, and schedule updates for deliverables and implementation. These presentations will facilitate stakeholder input into the development of the program and help foster organizational buy-in and culture change within the organization.

Assumptions
• W&C will conduct up to three Utilities Department briefings. • The briefings will be in person, up to two hours each.

Deliverables

1. Executive Briefing Materials

2. Presentations, Agendas and Notes

SCHEDULE
This Project will begin upon receiving Authorization to Proceed and the work will be executed over 18 months.

BUDGET
Description of Work Budget
Task 1: Project Management $55,168
Task 2: Gap Analysis $186,383
Task 3: Asset Management Roadmap $203,863
Task 4: Stakeholder Engagement $15,203
Total Fee $460,620
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Asset Management Gap Analysis January 20, 2026
Tasks Total
Principal In
Charge Project Manager
Technical Lead -
Asset
Management
Roadmap Lead Project
Engineer Project Engineer O&M Support Quality Control Admin Stakeholder
Engagement
Lead
Project
Engineer -
SCADA
Project
Engineer
Quality
Control
PIC PM TM PE PE E2 PE PE Admin TM TM EIT QA/QC
Dave Richardson Steven Drangsholt Rachel Osborn Xavier Irias Rebecca Nissley Mabel Martin Greg Parks Ken Davis Chris SentzCasas Criag Patterson David Selby Lena Szykowski Tim Payne $370 $335 $295 $365 $280 $240 $280 $280 $155 $260 $260 $195 $390 Task 1: Project Management
Kickoff & PMP 12 4 2 2 2 8 2 4 36 $7,050 $4,030 $4,433 $0 $0 $11,483 Bi-Weekly Meetings 20 20 10 50 $12,600 $2,600 $2,860 $0 $0 $15,460 Senior Technical Advisory Review 2 2 2 2 2 10 $3,290 $0 $0 $0 $0 $3,290 Project Controls (18 months) 6 18 32 56 $13,210 $0 $0 $0 $0 $13,210 Team Management 35 35 $11,725 $0 $0 $0 $0 $11,725
Subtotal Task 1: 8 87 26 4 2 0 0 4 32 18 0 2 4 187 $47,875 $6,630 $7,293 $0 $0 $55,168 Task 2: Gap Analysis
Site Visits, Data Collection and Review 24 32 20 40 116 $16,040 $13,000 $14,300 $2,500 $2,750 $33,090 Gap Identification and Prioritization 4 20 4 36 60 4 32 44 204 $34,300 $16,900 $18,590 $0 $0 $52,890 Five in-person Workshops and Materials 2 40 8 4 40 4 12 110 $16,510 $13,780 $15,158 $3,500 $3,850 $35,518 Gap Analysis Report, draft and final 2 16 2 40 40 24 40 12 40 4 220 $30,640 $22,880 $25,168 $0 $0 $55,808 QA/QC Gap Analayis Report 4 12 12 28 $9,080 $0 $0 $0 $0 $9,080 Subtotal Task 2: 0 12 100 26 112 100 0 16 24 132 16 136 4 678 $106,570 $66,560 $73,216 $6,000 $6,600 $186,386 Task 3: Asset Management Roadmap
Recommended Action Development 2 20 8 40 20 4 40 32 4 170 $26,610 $18,200 $20,020 $0 $0 $46,630 Prioritization and Sequencing 2 20 8 36 40 4 40 40 4 194 $30,290 $19,760 $21,736 $0 $0 $52,026 Two in-person Workshops and Materials 2 40 8 4 40 4 12 110 $16,510 $13,780 $15,158 $2,532 $2,785 $34,453 Meetings 4 12 4 12 4 12 4 52 $6,340 $8,060 $8,866 $0 $0 $15,206 Asset Management Roadmap, draft and final 16 40 20 24 40 4 24 4 172 $24,440 $17,680 $19,448 $0 $0 $43,888 QA/QC Asset Management Roadmap 4 16 16 36 $11,660 $0 $0 $0 $0 $11,660 Subtotal Task 3: 0 14 108 44 120 80 0 24 24 172 12 120 16 734 $115,850 $77,480 $85,228 $2,532 $2,785 $203,863 Task 4 Utilities Stakeholder Engagement
Three in-person Briefings and Materials 4 32 6 6 48 $12,200 $2,730 $3,003 $0 $0 $15,203 Subtotal Task 4: 4 32 0 0 0 0 0 0 0 6 0 6 0 48 $12,200 $2,730 $3,003 $0 $0 $15,203 TOTAL 12 145 234 74 234 180 0 44 80 328 28 264 24 1647 $282,495 $153,400 $168,740 $8,532 $9,385 $460,620

5. Additional Woodard & Curran staff may perform work on the project, based on our standard billing rate schedule currently in effect.

Exhibit B: Fee Estimate
Total
Fee

1. The individual hourly rates include salary, overhead and profit.

3. Other direct costs (ODCs) such as reproduction, delivery, mileage (rates will be those allowed by current IRS guidelines), and travel expenses, will be billed at actual cost plus 10%.

4. W&C reserves the right to adjust its hourly rate structure and ODC markup at the beginning of the calendar year for all ongoing contracts.

Labor ODCs
Total Hours
Total W&C
Labor Costs
(1)
Sub Subtotal Sub Consultant
Total Cost (2) ODCs
Total ODCs
(3)

2. Subconsultants will be billed at actual cost plus 10%. #5..

Asset Management Gap Analysis
EXHIBIT C: INSURANCE REQUIREMENTS FOR PROFESSIONAL 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.

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.

The insurance policies are to contain, or be endorsed to contain, the following provisions:
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Asset Management Gap Analysis
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 noncontributory” and will not seek contribution from the City’s insurance or self-insurance and shall be at least as broad as CG 20 01 12 19. 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.

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:

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 three (3) years after completion of the contract of work.

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 three (3) years after completion of work. #5..
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Asset Management Gap Analysis
Verification of Coverage
Consultant shall furnish the City of Modesto with original certificates and amendatory endorsements or copies of the applicable policy language affecting 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 redacted copies of all required insurance policies, including endorsements required by these specifications. Failure to exercise this right shall not constitute a waiver of right to exercise later.

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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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

February 23, 2026
Date: February 13, 2026
TO: Finance Committee
David Wright, Chair
Nick Bavaro, Vice-Chair
Rosa Escutia-Braaton, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Dameon Booker, Chief Information Officer
SUBJECT: Microsoft Enterprise Agreement
CONTACT: Kyle Ford, Information Technology Manager, [email protected], 209-571-5593
DESCRIPTION:

Consider an Agreement with the Software House International (SHI) Corporation of Somerset, New Jersey, for the City’s Microsoft “Enterprise Agreement” (MSEA) and additional Microsoft licensing, for a total amount not to exceed $3,409,621, over three (3) years, and forwarding to Council for approval. (Funding Source: Information Technology Fund) STRATEGIC PLAN ELEMENT:

The recommended action supports the City’s 2025-2026 Strategic Plan Initiatives: Service Delivery Goals and Strategies; Goal J: Build A High-Performance Organization. Modern technology will help attract and retain high performance employees and will help to explore “Smart Cities” initiatives and develop related policies to leverage technology to address key community needs and interests.

BACKGROUND:

The City of Modesto has standardized on Microsoft products for numerous technological functions throughout the organization. This includes computers, email, database applications, server operating systems and office productivity applications. Microsoft licenses are required for users and devices that access Microsoft systems and resources. The City’s MSEA expires March 31, 2026, and a new agreement is necessary to continue using Microsoft products. The City of Modesto has the opportunity to renew and purchase Microsoft licenses by way of the Riverside Cooperative Agreement. The MSEA is a comprehensive volume licensing program that offers cost savings over standard Microsoft license pricing, enables organizations to maintain license compliancy and provides the flexibility of purchasing software licenses through a single reseller. #6..
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Finance Committee, February 23, 2026
Microsoft Enterprise Agreement

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On April 11, 2023, under Resolution 2023-171, Council approved for the purchase of software and services to the California Department of Technology and Crayon Software Experts, LLC by utilizing the Competitive Bid Process with the California Department of Technology and Riverside County, (government agencies who completed the bid) for a total amount not to exceed $2,640,392, over thirty-five (35) months.

DISCUSSION:

On February 17, 2026, the City Manager authorized the Purchasing Manager to solicit the procurement for the Microsoft Enterprise Agreement. On April 16, 2024, Riverside County Information Technology released a formal Request for Quote (RFQ #ITARC-00532) for Microsoft Enterprise Agreement Licensed Support Providers (LSP) Selection posted on publicpurchase.com. The Request for Quote (RFQ) was closed on May 9, 2024. The Riverside County team evaluated the responses and decided to award the seven (7) LSPs who responded to the RFQ.

The County of Riverside cooperative agreement participation is available to any county, city and special district within the state of California. The very large volume of Microsoft products used by all agencies has allowed County of Riverside to obtain significant discounts for Microsoft products which are then passed along to participating agencies.

This MSEA also includes software assurance which provides the City of Modesto with the right to deploy version updates of Microsoft products that are licensed by the City of Modesto, including Microsoft Office 365, Teams, Cloud Email Exchange Server, Cloud SharePoint Server, Windows Servers, and Database Servers. Keeping products current ensures systems are kept up to date with security and feature enhancements. The Microsoft Government G5 licensing program offers an enhanced security framework package and additional features.

Staff recommends renewing this agreement by accessing the terms of the Riverside Cooperative agreement. This allows the City of Modesto to renew, and purchase required Microsoft products at lower pricing than otherwise available.

Modesto Municipal Code Section 8-3.203 generally requires all purchases that meet or exceed $100,000 for material, equipment or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, in her discretion, determines that a process other than the formal bid procedure set for in Section 8-

3.203 will result in a procurement for the City at the lowest possible cost commensurate with the desired quality.” In addition, MMC 8-3.202(h) encourages the Purchasing Manager to join with the State of California or other units of government in cooperative purchasing plans when the best cost savings interest of the City would be served. By utilizing the Riverside Cooperative agreement, the City is complying with the requirements defined under this code.

FISCAL IMPACT:

As part of the Information Technology Internal Service Fund (ISF) charges, the costs for Microsoft Licenses are budgeted annually and charged back appropriately to each department through the IT ISF methodology. The following table outlines the expenditures incurred over the past thirty-five (35) months under the original agreement. During this period, total costs amounted to $2,436,512. #6..
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Finance Committee, February 23, 2026
Microsoft Enterprise Agreement

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35 Month Description Cost
Year 1 Cost $799,926
Year 2 Cost $800,238
Year 3 Cost $836,348
35 Month Total $2,436,512
Below is the breakdown of the Proposed three (3) year Agreement. In November 2025, Microsoft implemented a 12% increase in software licensing prices. 36 Month Description Cost
Year 1 Cost $1,081,561
Year 2 Cost with 5% growth rate $1,135,639
Year 3 Cost with 5% growth rate $1,192,421
36 Month Not to Exceed Total $3,409,621
RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending an Agreement with the SHI International Corporation of Somerset, New Jersey, for the City’s Microsoft “Enterprise Agreement” (MSEA) and additional Microsoft licensing, for a total amount not to exceed $3,409,621, over three (3) years and forwarding to Council for approval.

Approved by:

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

1. Financial Interest Disclosure

2. CA Levine Act Disclosure
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ĂůŝĨŽƌŶŝĂ>ĞǀŝŶĞĐƚŝƐĐůŽƐƵƌĞ
ĂůŝĨŽƌŶŝĂGovernment Code Sec𿿿on 84308, also known as the "Levine Act", prohibitsŝƚ “officers” from par𿿿cipa𿿿ng in any ac𿿿on related to a license, permit, or other en𿿿tlement for use (a “proceeding”) ŝĨ such member accepts, solicits, or directs poli𿿿cal contribu𿿿ons from a party to the proceeding or their agent totaling more than $500 while the proceeding is pending before the agency,ĂŶĚĨŽƌ twelve (12) months following the date a decision concerning the proceeding has been made͘The Levine Act also requires disclosure of such contribu𿿿on by a party to the proceeding͘ Sec𿿿on 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 elec𿿿ve office in an agency.The term “officer” is further defined 2 Cal. Code Regs. Sec𿿿on 18438.1, which states:

An officer of an agency includes only those persons who make, par𿿿cipate in making, or in any way aƩempt to use their official posi𿿿on to influence a decision in the license, permit, or en𿿿tlement 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 posi𿿿on, including an official appointed to an elected posi𿿿on due to an interim vacancy or an elec𿿿on otherwise canceled because the official was the sole candidate for the posi𿿿on; (2) Serve as a member of a board or commission;
(3) Serve as the chief execu𿿿ve 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 en𿿿tlement for use and is also a candidate for elected office or has been a candidate for elec𿿿ve 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 hƩps://modestogov.com/706/CouncilͲMembers (modestogov.com). The party making this cer𿿿fica𿿿on is responsible for determining whether a recipient of a poli𿿿cal contribu𿿿on is a CŝƚǇofficer prior to answering the following ques𿿿ons:
ϭ͘ Have you, your company, or any agent on behalf of you or your company, made any poli𿿿cal contribu𿿿ons of more than $500 to any CŝƚǇofficer, in the twelve (12) months preceding the date of the submission of your proposals or the an𿿿cipated date of any Council ac𿿿on related to this ĐŽŶƚƌĂĐƚ͍
ͺͺͺz
^If yes, please iden𿿿fy the Council Member(s): ͺͺͺNO Ϯ͘ Do you, or your company, or any agent on behalf of you or your company, an𿿿cipate or plan to make any poli𿿿cal contribu𿿿on of more than $500 to any CŝƚǇofficer in the twelve (12) months following any Council ac𿿿on related to this contract?
ͺͺͺz
^If yes, please iden𿿿fy the Council Member(s): ͺͺͺNO #6..
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Answering YES to either of the ques𿿿ons above does not preclude the City of Modesto from awarding a contract to your firm or taking any subsequent ac𿿿on related to the contract. It ŵĂǇ, however, preclude the iden𿿿fied CŝƚǇofficer from par𿿿cipa𿿿ng in any ac𿿿ons 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. ͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺ ͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺ ĂƚĞ Signature of authorized individual
ͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺ Company/Applicant Name
SHI International Corp.
02/19/2026
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

February 23, 2026
Date: February 2, 2026
TO: Finance Committee
David Wright, Chair
Nick Bavaro, Vice-Chair
Rosa Escutia-Braaton, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Dameon Booker, Chief Information Officer
SUBJECT: 2026-2028 City of Modesto Smart City Strategy
CONTACT: Dameon Booker, CIO, [email protected], 209-447-1088 DESCRIPTION:

Consider the 2026-2028 City of Modesto Smart City Strategy and forwarding to Council for approval. (Funding Source: Not Applicable)
STRATEGIC PLAN ELEMENT:

Leveraging technology to improve data collection and reporting supports several goals of the 2025-2026 Strategic Plan, including but not limited to: Goal J – Building a High-Performance Organization, Goal I – Promote Trust and Engagement, and E – Drive economic vitality.

BACKGROUND:

The Smart Cities movement has been developing around the globe for several years and launched in the United States in 2015 when President Obama announced the “Smart Cities Initiative to Help Communities Tackle Local Challenges and Improve City Services”1 that included $160 million for community support. This prompted local governments to explore technological solutions to accomplish complex tasks and provide transparency to the public. As data collection and information management technology continue to advance and develop in new ways and expectations of service delivery from the community continue to rise—the City of Modesto committed to preparing a Smart City strategy to leverage technology to help address short-term challenges and promote long-term innovative opportunities for the benefit of the community. 1 Obama Administration Announces New “Smart Cities” Initiative to Help Communities Tackle Local Challenges and Improve City Services
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Finance Committee, February 23, 2026
2026-2028 City of Modesto Smart City Strategy

Page 2 of 3 ends

Modesto’s smart cities strategy was prepared by an interdepartmental team that included representatives from Information Technology (IT), Fire, Utilities, Public Works, Community and Economic Development, Finance, the Office of Performance Management and Budget, and the City Manager’s Office. To initiate the project, the team members reached out to counterparts in various organizations that are in the implementation phase of their smart city strategies to discuss their experiences and possible opportunities and challenges that the City may experience with this initiative. Following the information process, staff focused on the City organization to uncover critical siloes, inefficient processes, and opportunities for innovation by structuring the discussion around three (3) areas as the strategic framework:
1) Root Cause – Identifying and verifying the underlying reasons or factors that are creating or contributing to the key problems within departments and across the organization. 2) SWOT Analysis – Identifying strengths, weaknesses, opportunities, and threats 3) Priority Setting – Identifying priorities that offer the greatest benefit potential to the community
Moreover, the strategy was designed to maximize existing investments by identifying process limitations, revealing day-to-day pain points, and re-imagining data analysis. Leveraging the resources available, discovering efficiencies, promoting collaboration through strategic investments – Modesto’s Smart City Strategy is intended to provide cutting edge and transformative public service throughout the 21st Century. Staff expects to do this by creating and fostering a data-culture that values innovation, efficiency, and community well-being through smart technology and smart data that can drive priority-based decision-making.

DISCUSSION:

The Smart City Team (SCT) adopted the definition above and developed three (3) areas of focus with corresponding goals and strategies to help the City become a Smart City. These areas are Efficiency and Effectiveness, Building a Data Culture, and Improving Community Well-Being. City staff will assemble various internal working groups to accomplish many of the goals within this strategy. In addition to the internal coordination, the SCT will convene a multidisciplinary group of community partners, stakeholders, and subject matter experts to maximize Modesto’s capacity in becoming a Smart City.

The following are the areas of focus, and goals detailed in the Smart City Strategy:

Efficiency and Effectiveness
Strive for a City-wide culture of efficiency and innovation through a deep understanding and inventory of the City’s current systems, identification of industry best practices, and leveraging opportunities to avoid duplication.

Goal A – Eliminate Duplication of Processes, Data, and Systems Goal B – Develop Process Efficiency
Goal C – Establish Smart City Best Practices
Building a Data Culture
Actively collects and analyzes data to understand what’s happening now and what’s likely to happen in the future through sensors, devices, and existing systems, openly shares that data Citywide throughout the community, driving priority-based decisions, and promoting stakeholder ownership in the program in support of the City’s strategic plan. #7..
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Finance Committee, February 23, 2026
2026-2028 City of Modesto Smart City Strategy

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Goal D – Enhance and Improve the Quality of the Data Used by the City to Make Decisions
Goal E – Identify Data and the Data Needs for the Public and Departments Goal F – Increase Data Access for the Public and Employees Goal G – Ensure Data Integrity / Accuracy
Improving Community Well-Being
Engages the community to promote community well-being, economic growth, and enhanced services through easy and understandable access to the City through improved communications services, access to the City’s amenities and the ability to navigate more efficiently both physically and virtually.

Goal H – Increase Bi-Directional Access to the City and Community Goal I – Streamline Customer Experience
Following the adoption of the Smart City Strategy, the SCT will develop implementation plans to identify timelines and other resources necessary to complete the multi-year deliverables within the plan. In addition, staff is committed to periodically providing status updates on the overall implementation progress of the Smart City Strategy to the City Council.

FISCAL IMPACT:

Following the adoption of the Smart City Strategy, project implementation plans will be developed with timelines and associated costs, which are not known at this time. This process will improve the alignment between the City’s resources and the various initiatives that were identified in the 2025-2026 City of Modesto Strategic Plan.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the adoption of the 2026-2028 City of Modesto Smart City Strategy and forwarding to Council for approval.

Approved by:

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

1. 2026-2028 City of Modesto Smart City Strategy
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Using technology and data to strengthen the foundation for growth, efficiency, and quality of life for all residents in Modesto.

SMART CITY

STRATEGY
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Through this initiative and the Areas of Focus of this
strategy, the City of Modesto will build on the strength of its current assets, systems, and programs to help
identify and address current and future challenges.

Efficiency and Effectiveness
Data and Culture
Community Well-Being
The Smart City Strategy is structured around three Areas of Focus, each with targeted goals and initiatives designed to align with the City’s overarching mission and departmental priorities:
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EFFICIENCY & EFFECTIVENESS
Eliminate
duplication of
processes,
data, and
systems
Develop and
implement
process
efficiencies
Establish
and adopt
Smart City
best
practices
Goal A Goal B Goal C
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DATA CULTURE
Improve the
quality of City
data for
decisionmaking
Identify and
prioritize
internal and
public data
needs
Expand access
to actionable
data for
employees and
the public
Ensure
integrity,
accuracy, and
security of City
data
Goal D Goal E Goal F Goal G
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COMMUNITY WELL-BEING
Streamline the
customer
experience
across services
Goal H
Support
economic
development
through smart
infrastructure
Goal I
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BACKGROUND
Since the launch of the 2021 Smart City Strategy, the City of Modesto has made major strides in modernizing its technology platforms, strengthening its cybersecurity posture, and expanding digital access. This momentum—combined with
increasing community expectations, emerging technologies, and workforce evolution—has shaped this updated plan.

The 2026–2028 Strategy aligns with departmental strategies and has been developed in collaboration with cross-departmental project teams, including IT, Finance, Public Safety, HR, and Community Engagement. Projects were identified through the City's strategic planning and budgeting processes, and each initiative directly supports Smart City goals and service priorities. #7..
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Joseph P. Lopez
City Manager
Allison Van-Guilder
Deputy City Manager
Scotty Douglass
Deputy City Manager
Dameon Booker
Chief Information Officer
Patrick Crowley
Interim Public Works
Director
Will Wong
Utilities Director
DeAnna Christensen
Finance Director
Jessica Hill
Community & Economic
Development Director
Brandon Gillespie
Modesto Chief of Police
Shanon Evans
Interim Modesto Fire Chief
Sonya Severo
Public Relations &
Legislative Affairs
Manager
Loree Lee Edeal
Executive Assistant

SMART CITY

LEADERSHIP TEAM
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SMART CITY
VISION
Modesto will be a Smart City that delivers
high-quality services through strategic
innovation, data-informed decision-making,
and inclusive engagement that empowers
residents, businesses, and staff.
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HOW DOES WHAT WORKS CITIES

INTEGRATE WITH OUR
SMART CITY STRATEGY?
Plan to utilize technology and
data to drive innovation,
enhance service delivery, and
promote community wellbeing.

Structured around three Areas
of Focus:
•Efficiency & Effectiveness
•Data and Culture
•Community Well-Being
Smart City Strategy What Works Cities
Recognizes local governments for
their exceptional use of data to:
•Inform policy decisions
•Allocate funding
•Improve services
•Evaluate the effectiveness of
programs
•Engage residents
Focused on providing guidance
and resources to help cities thrive
with data
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EFFICIENCY & EFFECTIVENESS
Lucity Upgrade to
Version 25.1 (GIS Team)
Digital Forms
Conversion Initiative
(Applications Team)
Application Inventory and
Redundancy Analysis Tool
(Data Governance Team)
Eliminate Duplication of
Processes, Data, and Systems
Goal A
Streamline systems and reduce
redundant tools and workflows to
enhance productivity and
minimize risk.

Goal B
Develop and Implement Process
Efficiencies
Optimize business processes
through automation, integration,
and collaboration to improve
performance.

Streamlined Financial
Workflow Automation
(Finance Team)
Cybersecurity Automation
and SOC Integration
(InfoSec Team)
Ring Central AI
Receptionist for Service
Routing (Network Team)
Replacement of Legacy PBX
System with RingCentral
(Citywide Communications
Modernization)
Goal B
Develop and Implement Process
Efficiencies
Promote standards, platforms,
and service models that
support scalable innovation.

CRM Modernization Pilot
(Digital Services Team)
SmartSearch Deployment
with Nynox for Enhanced
Discovery
(Applications Team)
Public Safety Systems
Integration Roadmap
(Public Safety Team)
Goal C
Establish and Adopt Smart City
Best Practices
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DATA CULTURE
Improve the Quality of City Data
for Decision-Making
Goal D
Data Stewardship and
Governance Framework
(Data Governance Team)
Departmental Data
Accuracy Scorecards
(Finance Team)
Enterprise Metadata
Standardization Project
(Data Governance Team)
Establish quality assurance
practices and metrics for all
enterprise datasets.

Assess and align data delivery to
internal workflows and public
transparency priorities.

Goal E
Department API and
Data Access Initiative
(Applications Team)
Modesto.gov Transparency
Portal Enhancements
(Applications Team)
Communitywide Data
Needs Survey (Community
Engagement Team)
Identify and Prioritize Internal and
Public Data Needs
Expand Access to Actionable Data
for Employees and the Public
Goal F
Internal Service
Dashboards for Fleet and
Code Enforcement
(Digital Services Team)
SmartSearch Public
Portal Expansion
(Applications Team)
CRM for Field Employees
(IT Support Team)
Empower employees and
community stakeholders with
accessible, real-time data.

Enterprise Data Audit
Program
(Security Team)
Duplicate Record and ID
Clean-Up Project
(Data Governance Team)
Role-Based Access
Enforcement and Input
Validation Rules
(InfoSec Team)
Maintain trusted and secured data
environments through validation,
access control, and audit.

Goal G
Ensure Integrity, Accuracy, and
Security of City Data
CRM (Digital Services Team)
Free Public Wi-Fi at
Community Centers, Airport,
and Police Sites
(Infrastructure Team)
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COMMUNITY & WELL-BEING
Integrate customer service tools
and simplify access to services
across departments.

Goal H
Citizen Services Portal –
Phase II Expansion,
Americans with Disabilities
Act (ADA) (HR and
Applications Team)
Self-Service Utility Billing
Platform Modernization
(Finance Team)
Online Payment Gateway
for Multi-Department Use
(Finance and Applications
Teams)
RingCentral Ticketing &
Payment Solution Rollout
(Network Team)
Streamline the Customer
Experience Across Services
Leverage smart infrastructure
investments to support
economic growth and business
access.

Goal I
Internet of Things (IoT)
Smart Installations at City
Sites (Infrastructure Team)
Fiber Network Expansion
Plan (Network Team)
Digital Twin Exploration
and Modeling for Urban
Planning (GIS Team)
Aging PC Replacement
Initiative (Citywide Device
Refresh Program)
Support Economic Development
Through Smart Infrastructure
911 Computer Aided
Dispatch System
Modernization
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QUESTIONS?
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

February 23, 2026
Date: January 15, 2026
TO: Finance Committee
Rosa Escutia-Braaton, Chair
David Wright, Vice-Chair
Nick Bavaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Agreements for Wastewater Engineer’s Report Update and Rate and Fee Study CONTACT: Jim Alves, Senior Civil Engineer, [email protected], 209-571-5557 DESCRIPTION:

Consider an Agreement with Carollo Engineers, of Walnut Creek, CA, for the preparation of the Wastewater Engineer’s Report Update in the amount of $136,668, plus $13,667 in additional services (if needed) for an Agreement total not to exceed $150,335; an Agreement with Bartle Wells Associates, of Berkeley, CA, for the preparation of the Wastewater Rate and Fee Study in the amount of $188,600, plus $18,860 in additional services (if needed) for an Agreement total not to exceed $207,460 and forwarding to Council for approval. (Funding Source: Wastewater Fund)
STRATEGIC PLAN ELEMENT:

The recommended action supports the 2025-2026 City’s Strategic Plan Initiatives, Goal D:

Provide safe, efficient, and reliable infrastructure through proactive community investment, maintenance, and sustainability efforts.

BACKGROUND:

The City’s wastewater utility is a self-supporting utility enterprise funded by customer revenues; The City provides wastewater service to approximately 71,000 accounts consisting of residential, multi-family, commercial, and industrial customers located within the City of Modesto, the community of Empire, and portions of the City of Ceres and unincorporated Stanislaus County. The City’s wastewater system consists of a sewer collection system, the Regional Water Recycling Facility - Sutter Campus (primary treatment), the Regional Water Recycling Facility - Jennings Campus (secondary and tertiary treatment), a Cannery Segregation Pipeline (CanSeg Line), and the Ranch located at the Jennings Campus.

In 1996, California voters adopted Proposition 218 which amended the California Constitution to establish a process that public agencies must follow when imposing new or increasing property- #8..
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Finance Committee, February 23, 2026
Wastewater Engineer’s Report Update and Rate and Fee Study

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related fees (Article XII D). In 2007, the California Supreme Court ruled that wastewater service fees are property-related fees, thus subject to Proposition 218 requirements.

Proposition 218 requires that a public agency mail a notice of the proposed rate and fee increase(s) to all affected property owners or ratepayers at least 45 days before conducting a public hearing to consider the proposed increase(s). The notice must include the proposed rate and fee amounts, state how the rates and fees were calculated, the reason for the rates and fees, and the date, time and location of the public hearing in which the agency will consider adopting the increase(s). The notice must also inform affected property owners or ratepayers that the increase(s) is subject to a majority protest, meaning that if more than 50% of affected property owners or ratepayers submit written protests against the proposed increase(s), the increase(s) will not be adopted.

Proposition 218 further mandates that any property-related fee imposed by a public agency cannot exceed the proportional cost of providing service attributable to that customer by placing certain restrictions on the rate and fee amounts to be charged and limiting what costs can be funded by the revenue generated by the proposed rates and fees.

On January 28, 2020, by Resolution No. 2020-055, Council approved the 2016 Wastewater Master Plan (Master Plan) prepared by Carollo Engineers (Carollo) as complete. The Master Plan is the basis for the Wastewater Engineer’s Report and its associated updates.

On December 7, 2021, by Resolution No. 2021-478, Council approved the Wastewater Engineer’s Report Update prepared by Carollo as complete.

On December 7, 2021, by Resolution No. 2021-479, Council approved the Wastewater Rate and Fee Study prepared by Bartle Wells Associates (BWA) as complete.

On December 7, 2021, by Resolution No. 2021-480, Council authorized staff to initiate the Proposition 218 process to adjust the City’s wastewater rates beginning in Fiscal Year 2022-23 through Fiscal Year 2026-27.

On April 12, 2022, by Resolution No. 2022-196, Council adopted wastewater service rates, effective July 1, 2022 for Fiscal Years 2022-23 through 2026-27 in accordance with Proposition 218.

DISCUSSION:

The current wastewater rate and fee structure will not adequately fund the enterprise’s activities which includes addressing regulatory updates, operational costs and necessary capital improvement projects. Therefore, staff is recommending the use of a financial advisory and utility rate consulting firm to complete a rate and fee study to fund current and future expenses insuring a consistent and reliable level of service is provided to our customers.

The Wastewater Engineer’s Report Update will evaluate the costs of sustaining the enterprise, along with analyzing and reprioritizing schedules of all required wastewater system improvement projects to meet both present and future growth demands and projected regulatory and permitting requirements. The results of the Wastewater Engineer’s Report Update will be incorporated into the Wastewater Rate and Fee Study.
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Wastewater Engineer’s Report Update and Rate and Fee Study

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Modesto Municipal Code (MMC) 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 Section 8-

3.204(d) “Where the Purchasing Manager, in his or her discretion, determines that a process other than the formal bid procedure set forth in MMC Section 8-3.203 will result in procurement for the City at the lowest possible cost commensurate with the desired quality”.

The proposed effort will be an update to the wastewater rates using the 2016 Wastewater Master Plan as the basis of the analysis. This analysis will re-prioritize and update costs for master planned identified capital improvement projects, as well as incorporate any regulatorymandated projects and operational changes. Retaining Carollo and BWA ensures continuity, reduces costs and delays and maintains a consistent level of professional service based on their experience and project related expertise. Therefore, staff is recommending that the Agreements with Carollo and BWA should be exempt from the formal bidding procedures in accordance with MMC 8-3.204(d).

FISCAL IMPACT:

Expenses associated with this effort will be housed in the following Non-Capital Project:
101720 - 2026 WW Eng Report/Rate Study

ANTICIPATED EXPENDITURES
Carollo Agreement - Wastewater Engineer’s Report Update $136,668 Additional Services (if needed) $13,667
BWA Agreement - Wastewater Rate and Fee Study $188,600
Additional Services (if needed) $18,860
Engineering/Design/Administration - City Staff $50,000
TOTAL $407,795
A budget adjustment in the amount of $407,795 will be necessary from Wastewater Fund Reserves to establish the expense budget for this Project.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending an Agreement with Carollo Engineers, of Walnut Creek, CA, for the Wastewater Engineer’s Report Update in the amount of $136,668, plus $13,667 in Additional Services, if needed, for an Agreement total amount not to exceed $150,335 and forwarding to Council for approval.

Motion recommending an Agreement with Bartle Wells Associates, of Berkeley, CA, for the Wastewater Rate and Fee Study in the amount of $188,600, plus $18,860 in Additional Services, if needed, for an Agreement total amount not to exceed $207,460 and forwarding to Council for approval.

Motion recommending an Amendment to the Fiscal Year 2025-26 Multi-Year Program Budget in the amount of $407,795 to fund the Wastewater Engineer’s Report Update and Rate Study Project and forwarding to Council for approval.
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Finance Committee, February 23, 2026
Wastewater Engineer’s Report Update and Rate and Fee Study

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Approved by:

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

1. Carollo Engineers - Agreement & Exhibits

2. Carollo Engineers - Bid Waiver

3. Bartle Wells Associates - Agreement & Exhibits

4. Bartle Wells Associates - Bid Waiver
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ENGINEERING SERVICES AGREEMENT
WASTEWATER ENGINEER’S REPORT UPDATE
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 CAROLLO ENGINEERS, INC., a Delaware corporation, hereinafter referred to as "Consultant".

This Agreement is made with regard to the following recitals:

A. The City has determined that Engineering Services are necessary for the Wastewater Engineer’s Report Update.

B. CONSULTANT represents that it is qualified, willing and able to provide said services.

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

1. SCOPE OF SERVICES.

Consultant shall undertake and complete the preparation of the scope of work as set forth and described in the documents attached hereto and referred to as Exhibit "A" 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 City.

2. TERM OF AGREEMENT.

This Agreement is effective as of the date first written above and will continue in effect until City's acceptance of and payment for all services authorized by City and #8..
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performed by Consultant, unless terminated earlier in accordance with the provisions of the termination clause in this Agreement.

Consultant shall undertake and complete the preparation of the scope of work as set forth and described in the documents commonly referred to as “project” attached hereto as Exhibit "A" and made a part hereof. City hereby gives Consultant notice to proceed with the preparation of the project in the manner described in Exhibit "A", as of the Effective Date of this agreement. Consultant shall diligently proceed with the preparation of the project and agrees to complete said preparation within the time period set forth in Exhibit "A".

3. COMPENSATION.

Consultant agrees to accept a sum not to exceed ONE HUNDRED THIRTY-SIX THOUSAND SIX HUNDRED SIXTY-EIGHT AND 00/100 DOLLARS ($136,668) (maximum compensation) as full remuneration for performing all services and furnishing all staffing and materials for Modesto in accordance with Exhibit "A" attached hereto and for performance by Consultant of all of its duties and obligations under this Agreement, except that additional services may be compensated as described below.

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

City shall pay Consultant on a time and materials basis for Consultant’s actual costs for all work called for in Exhibit “A” to this Agreement. All work to be performed under this Agreement shall be billed at the hourly 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 #8..
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reimbursement shall comply with the City’s Administrative Directive 1.2 (AD 1.2), as amended periodically. The City’s AD 1.2 is available at the link below:
https://www.modestogov.com/DocumentCenter/View/24156/Citys-Administrative-Directive-12 Additional services may be authorized by the City Manager in an amount up to, but not to exceed ten percent (10%) of the agreed maximum compensation, or THIRTEEN THOUSAND SIX HUNDRED SIXTY-SEVEN AND 00/100 DOLLARS ($13,667). In the event that additional services are deemed necessary, the Consultant shall provide a written request to the City Manager indicating the reason for additional work, scope and cost of such work. The City Manager shall provide a written response to the request, either approving or denying the additional expenditure. If additional services are requested and approved, they will be billed at the hourly rates set forth in Exhibit “B” and may not exceed the amount requested and approved in writing by the City Manager. In that event, the new total compensation shall not exceed ONE HUNDRED FIFTY THOUSAND THREE HUNDRED THIRTY-FIVE AND 00/100 DOLLARS ($150,335). If additional services in excess of this amount are deemed necessary by City Staff, an amendment to this Agreement will be required and must be approved by the City Council prior to commencing the work, as provided in Paragraph 9 of this agreement.

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, #8..
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prepare factual presentations, and provide professional advice and recommendations regarding this project.

In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for potential projects, Consultant has no control over cost or price of labor and material; unknown or latent conditions of existing equipment or structures that may affect operation and maintenance costs; competitive bidding procedures and market conditions; time or quality of performance of third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate project cost or schedule. Therefore, Consultant makes no warranty that the City’s actual project costs, financial aspects, economic feasibility, or schedules will not vary from Consultant’s opinions, analyses, projections, or estimates.

Consultant is not responsible for damage or delay in performance caused by events beyond the reasonable control of Consultant. In the event Consultant’s services are suspended, delayed or interrupted for the convenience of the City or delays occur beyond the reasonable control of Consultant, an equitable adjustment in Consultant’s time of performance and cost of Consultant’s personnel and subcontractors may be made.

5. OBLIGATIONS OF CITY.

The City shall furnish Consultant available studies, reports, and other data pertinent to Consultant’s services; obtain or authorize Consultant to obtain or provide additional reports and data as required; furnish to Consultant services of others required for the performance of Consultant’s services hereunder, and Consultant shall be entitled to use and rely upon all such information and services provided by the City or others in performing Consultant’s services under this agreement.
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6. PERFORMANCE BY KEY EMPLOYEE.

Consultant has represented to City that, Ryan Sellman 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. Consultant therefore agrees that ten percent (10%) or more of the time to be devoted to the project that is the subject of this Agreement will be that of the above-named person.

7. 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 contract without the express prior written consent of City.

Documents, including drawings and specifications, prepared by Consultant pursuant to this assignment are not intended or represented to be suitable for reuse by the City or others for this Project or on any other project. Any reuse of completed documents or use of partially completed documents without written verification or concurrence by Consultant for the specific purpose intended will be at the City’s sole risk and without liability or legal exposure to Consultant.

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 contract. #8..
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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.

8. 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.

9. INTEREST OF CONTRACTOR.

Consultant warrants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. Consultant warrants that, in performance of this Agreement, Consultant shall not employ any person having any such interest. Consultant agrees to file a Statement of Economic Interests with the City Clerk at the start and end of this contract if so required at the option of City.

10. AMENDMENTS.

Both parties to this Agreement understand that it may become desirable or necessary during the execution of this Agreement, for City or Consultant to modify the scope of services provided for under this Agreement. Any material extension or change in the scope of work shall be discussed with City and the change and cost shall be memorialized in a written amendment to the original contract prior to the performance of the additional work. #8..
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Until a change order is so executed, City will not be responsible to pay any charges Consultant may incur in performing such additional services, and Consultant shall not be required to perform any such additional services.

11. 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. Consultant, by virtue of this Agreement, 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.

No agent, officer, or employee of the City is to be considered an employee of Consultant. 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 is permitted to provide services to others during the same period service is provided to City under this Agreement. If necessary, Consultant has the responsibility for employing #8..
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other persons or firms to assist Consultant in fulfilling the terms and obligations under this Agreement.

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 contractor, 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.

12. 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.

13. PATENT/COPYRIGHT MATERIALS.

Unless otherwise expressly provided in the contract, Consultant shall be solely responsible for obtaining the right to use any patented or copyrighted materials in the #8..
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performance of this Agreement. Consultant shall furnish a warranty of such right to use to City at the request of City.

14. NOTICES.

Notice required by this Agreement shall be given in writing and shall be deemed given and effective upon receipt provided that such are delivered in accordance with the provisions of this Section. Notices shall be delivered either by: (a) personal delivery (including delivery by an overnight courier service which obtains confirmation of receipt); or (b) by facsimile, provided that such transmission is followed by delivery by an overnight courier service which obtains confirmation of receipt; or (c) postage prepaid, return receipt requested, certified mail; or (d) by electronic transmission subject to reasonable proof that the notice was both transmitted and received. Each such notice shall be sent to the parties at the address respectively set forth below or to such other address as a party may designate by written notice given in accordance with the provisions of this Section:

FOR CONSULTANT: Name: Carollo Engineers, Inc.

Address: 2795 Mitchell Drive
Walnut Creek, CA 94598
Attention: Ryan Sellman
Phone: (925) 932-1710
Email: [email protected]
FOR CITY: Name: City of Modesto
Address: 1010 10th Street
Suite 4600
Modesto, CA 95354
Attention: Jim Alves
Phone: (209) 571-5557
Email: [email protected]
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15. 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 Exhibit C, attached hereto and incorporated herein, and shall otherwise comply with the other provisions of Exhibit C. CONSULTANT is responsible for uploading updated insurance documentation to the City’s “PINS Advantage” program.

16. TERMINATION OF AGREEMENT.

Termination by City for Default of Consultant
Should 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 be 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 Work 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 Work for any reason. The City shall provide no less than 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.
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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 Subcontractors except as necessary to complete any portion of the Work that is 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 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;
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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 of termination. The final payment to the Consultant after termination for convenience shall be limited to amounts due and owing under the Agreement at time of termination, including the following:
a. The cost of settling and paying valid claims arising out of the termination of the Work such as subconsultant agreements or contracts for materials;
b. The Agreement price allocable to the portion of the Work properly performed or goods supplied to the work site by the Consultant as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the Consultant.

Authorization to Terminate Agreement
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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.

17. CERTIFIED PAYROLL REQUIREMENT.

For consultants performing field work on public works contracts on which prevailing wages are required: The Consultant shall comply with the provisions of Section 1776 of the California Labor Code, regarding payroll records, and shall require its subconsultants and subcontractors to comply with that section as may be required by law.

18. INDEMNITY.

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, employees, or volunteers relating to or during the performance of its obligations under this Agreement. In no event shall the cost to defend charged to the Consultant exceed the Consultant’s proportionate percentage of fault.

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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.

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.

19. DISPUTE RESOLUTION.

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 contract provision shall be determined by binding arbitration in Modesto, California by one arbitrator, except as otherwise specified in this Agreement. The American Arbitration Association shall administer the arbitration under its Arbitration Rules then in effect, subject to the modifications of those rules contained in this paragraph. This agreement to arbitrate shall be specifically enforceable under the prevailing law of any court having jurisdiction, and the award rendered by the arbitrator may be entered in any court having jurisdiction. The appropriate venue for any arbitration or court proceeding relating to or arising out of this provision shall be in Stanislaus County, California.

This paragraph is not intended to and does not waive the claim filing requirements found in California Government Code section 900 et seq. In the event that a timely and legally sufficient, arbitrable claim is filed by Consultant with City, and the claim is rejected in whole or in part by City, this paragraph shall result in the conclusive, final, and binding resolution of all the issues presented in the claim by Consultant so long as any issues presented by the claim are arbitrable. Claims rejected by City or by operation of law, shall be submitted by #8..
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Consultant to arbitration pursuant to the Arbitration Rules of the American Arbitration Association within ninety (90) days after mailing of the written rejection by City to Consultant.

Otherwise, the claim or claims shall be deemed waived in their entirety.

The “fast track’ rules of the American Arbitration Association shall apply to any claim or counterclaim less than ONE HUNDRED FIFTY THOUSAND AND 00/100 ($150,000.00) DOLLARS. In arbitration not proceeding under the “fast track” rules, the arbitrator shall have the power to order that depositions be taken and other discovery be made.

Both City and Consultant shall have the right, upon written notice, to take no more than three (3) depositions of the other as a matter of right in an arbitration proceeding under the “fast track” rules.

Whether or not City and Consultant may be engaged in interstate commerce, any controversy or dispute mentioned above shall be determined by, and the parties shall be bound by, the substantive law of the State of California, and not the Federal Arbitration Act at 9 USC Section 1 et seq.

The arbitrator may grant any remedy or relief deemed by the arbitrator just and equitable under the circumstances, whether or not such relief could be awarded in a court of law. The arbitrator shall be empowered to award monetary sanctions against a party for failure of cooperation in the arbitration. The arbitrator shall, in written award, allocate all the costs of the arbitration, including the fees of the arbitrator and the reasonable attorney fees of the prevailing party, against the party who did not prevail. The prevailing party shall be the party in whose favor the majority of the central issues in the case are resolved.

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arbitrator’s powers under this Agreement shall not operate as an exclusion of the issue of punitive damages from this Agreement to Arbitrate sufficient to vest jurisdiction in a court with respect to that issue.

Consultant shall include in all subcontracts a specification whereby the subcontractor consents to being joined in an arbitration between City and Consultant involving the work of the subcontractor to be joined. Consultant’s failure to do so shall be a breach of this Agreement.

The parties hereby waive any rights provided by Title 9.2 of the California Code of Civil Procedure, Section 1296. The arbitrator’s award shall be deemed final, conclusive and binding to the fullest extent allowed by California law.

20. ENTIRE AGREEMENT.

This Agreement and its exhibits contain the entire understanding between Consultant and City. Additional or new terms contained in this Agreement which vary from Consultant's proposal are controlling and are deemed accepted by Consultant by shipment of any article or other commencement of performance hereunder. All previous proposals, 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 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.

21. 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. #8..
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22. 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.

23. 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.

24. GOVERNING LAW.

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

25. HEADINGS NOT CONTROLLING.

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

26. 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.
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27. CITY BUSINESS LICENSE.

Consultant will have a City of Modesto business license.

28. THIRD PARTIES.

The services to be performed by Consultant are intended solely for the benefit of the City. No person or entity not a signatory to this Agreement shall be entitled to rely on Consultant’s performance of its services hereunder, and no right to assert a claim against Consultant by assignment or indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of Consultant’s services hereunder.

IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement in duplicate by its City Manager and attestation by its City Clerk under authority of Resolution No. 2026- __ , adopted by the Council of the City of Modesto on the day of , 2026, and CAROLLO ENGINEERS, INC. has caused this agreement to be duly executed in duplicate as of the Effective Date. (Signatures on Next Page)
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SCOPE OF SERVICES
2025 - Update of Wastewater Collection System and Treatment Facilities Engineer’s Report Purpose and Background
The previous Engineer’s Report (Report) update was completed in November 2021. It provided justification and cost allocation for proposed wastewater collection system and treatment plant improvements identified in the Wastewater Master Plan (Master Plan) and the Engineer’s Report that was completed in 2016, and served as a basis for the establishment sewer service charges and connection fees to fund the wastewater Capital Improvement Program (CIP). The Report is again in need of an update to reflect completed CIP projects as well as the need to address revised priorities and capital project needs resulting from changing wastewater flows and loads operating conditions, and applicable regulations. The updated report will support the development of new sewer rates and fees.

Task 1 – Project Management and Meetings
CONSULTANT shall provide project administration and management necessary for all tasks required for the scope of services described herein.

CONSULTANT shall prepare for and conduct four (4) meetings during the course of the work to solicit input and decisions from the CITY. These shall include a project kickoff meeting to review project goals and collect background data, a workshop to review the draft report, a presentation to a Council Committee, and a presentation to the full City Council. The CONSULTANT shall prepare meeting minutes and summarize key decisions.

Task 2 – Review Background Information
CONSULATANT shall review related background information including the Sutter Campus Master Plan Relocation Project (that is currently underway), November 2021 Updated Engineer’s Report, January 2016 Final Engineer’s Report, December 2016 Final Draft Wastewater Collection System and Treatment Plant Master Plans, information pertaining to completed CIP projects, as well wastewater studies and reports completed since 2021.

Task 3 – Update CIP Project Descriptions and Costs
CONSULTANT shall update CIP project descriptions and costs based on changes to the Engineer’s Report since November 2021; projects that have been completed or are currently underway; as well as adjustments that may be required as a result of changes in wastewater flows and loads, current operating data, and/or the findings of recent studies. Where existing project cost estimates are available, updates will be based exclusively on adjustments to the Engineering News Record Construction Cost Index (ENR CCI). Projects that are listed in the Sutter Campus Master Plan Relocation Project will be used for this update. Flows and load information will not be updated from the Sutter Campus Master Plan Relocation Study. Updated figures for collections projects will be provided to show new or revised projects as required.

Task 4 – Update Wastewater CIP and Implementation Schedule Based on the results of Task 3, CONSULTANT shall update the wastewater CIP, project priorities, phasing, overall implementation schedule, and projected cash flow.

EXHIBIT A
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Task 5 – Review and Update Cost Allocations
CONSULATANT shall review the cost allocation methodology between existing and future customers, domestic and cannery customers, as well as to the parameters of flow, BOD, and TSS presented in the 2021 Updated Engineer’s Report and update, if necessary.

Task 6 – Prepare Draft Updated Engineer’s Report
CONSULTANT shall prepare a draft report presenting the analysis and findings of Tasks 2 through 5 described herein.

Task 7 – Prepare Final Updated Engineer’s Report
Upon acceptance of the draft report by the CITY, CONSULTANT shall prepare a Final Updated Engineer’s Report incorporating comments and edits requested by the CITY.

EXHIBIT A
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ID Task
Mode
Task Name Duration Start Finish
1 Notice to Proceed 1 day Mon 3/16/26Mon 3/16/26
2 Project Management 6 mons Tue 3/17/26 Mon 8/31/263 Kickoff Meeting 1 day Tue 3/24/26 Tue 3/24/264 Review Background Info 14 days Tue 3/17/26 Fri 4/3/265 Update CIP Descriptions and Costs 4 wks Mon 4/6/26 Fri 5/1/266 City Review of CIP Descriptions and Costs
2 wks Mon 5/4/26 Fri 5/15/26
7 Update Wastewater CIP and
Impementation Schedule
3 wks Mon
5/18/26
Fri 6/5/26
8 City Review of CIP List and Schedule 2 wks Mon 6/8/26 Fri 6/19/269 Review and Update Cost allocations 3 wks Mon 6/22/26Fri 7/10/26 10 City Review of Cost Allocations 2 wks Mon 7/13/26Fri 7/24/2611 Prepare Draft Engineer's Report 3 wks Mon 7/27/26Fri 8/14/2612 City Review of DRAFT Engineers Report 2 wks Mon 8/17/26
Fri 8/28/26
13 Prepare Final Engineer's Report 2 wks Mon 8/31/26Fri 9/11/26 3/16
3/24
Mar Apr May Jun Jul Aug Sep
TaskSplitMilestoneSummary
Project SummaryInactive TaskInactive MilestoneInactive Summary Manual TaskDuration-onlyManual Summary RollupManual Summary Start-onlyFinish-onlyExternal TasksExternal Milestone
DeadlineProgressManual Progress

Page 1 ends

Project: Modesto Engineers RepDate: Thu 11/20/25
EXHIBIT A #8..
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City of Modesto
Update of Wastewater Collection System and Treatment Facilities Engineer's ReportUpdated 11/8/2025 Task
Principal-In-Charge
Project Manager
Senior Engineer
Staff Engineer
Senior Technical Advisor
QA/QC
Document Processing Total Hours Total Labor Costs Technology Charges (PECE) Other Direct Costs Total Costs 1 Project Management and Meetings 16 40 12 32 0 0 4 104 $30,192 $1,664 $1,666 $33,5222 Review Background Information 4 4 6 6 0 0 0 20 $5,712 $320 $0 $6,0323 Update CIP Project Descriptions and Cost 6 12 20 30 4 4 2 78 $21,446 $1,248 $0 $22,6944 Update Wastewater CIP and Implementation Schedule 6 8 16 26 2 2 0 60 $16,328 $960 $0 $17,2885 Review and Update Cost Allocations 4 8 15 24 4 2 0 57 $15,657 $912 $0 $16,5696 Prepare Draft Updated Engineers Report 7 8 20 40 10 4 12 101 $26,335 $1,616 $238 $28,1897 Prepare Final Updated Engineer's Report 4 4 4 16 4 2 12 46 $11,400 $736 $238 $12,374 TOTAL HOURS 47 84 93 174 24 14 30 466TOTAL COST $16,215 $28,980 $25,575 $37,758 $8,736 $5,096 $4,710 $127,070 $7,456 $2,142 $136,668HOURLY RATE $345 $345 $275 $217 $364 $364 $157 EXHIBIT B #8..
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EXHIBIT C – Insurance Requirement for Professional 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:

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

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.

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 non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply #8..
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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.

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.

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

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.

Verification of Coverage
Consultant shall furnish the City of Modesto with original certificates and amendatory endorsements or copies of the applicable policy language affecting 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.

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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CONSULTANT SERVICES AGREEMENT

WASTEWATER RATE AND FEE STUDY
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 BARTLE WELLS ASSOCIATES, a California corporation, hereinafter referred to as "CONSULTANT".

This Agreement is made with regard to the following recitals:

A. The CITY has determined that consultant services are necessary for the preparation of the Wastewater Rate and Fee Study.

B. CONSULTANT represents that it is qualified, willing and able to provide the services to prepare said document(s).

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

1. SCOPE OF SERVICES.

CONSULTANT shall undertake and complete the preparation of the scope of work as set forth and described in the documents attached hereto and referred to as Exhibit "A" 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 CITY.

2. TERM OF AGREEMENT.

This Agreement is effective as of the date first written above and will continue in effect until CITY’s acceptance of and payment for all services authorized by CITY #8..
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and performed by CONSULTANT, unless terminated earlier in accordance with the provisions of the termination clause in this Agreement.

CONSULTANT shall undertake and complete the preparation of the scope of work as set forth and described in the documents commonly referred to as “project” attached hereto as Exhibit "A" and made a part hereof. CITY hereby gives CONSULTANT notice to proceed with the preparation of the project in the manner described in Exhibit "A", as of the Effective Date of this agreement. CONSULTANT shall diligently proceed with the preparation of the project and agrees to complete said preparation within the time period set forth in Exhibit "A".

3. COMPENSATION.

CONSULTANT agrees to accept a sum not to exceed ONE HUNDRED EIGHTY-EIGHT THOUSAND SIX HUNDRED AND 00/100 DOLLARS ($188,600) (maximum compensation) as full remuneration for performing all services and furnishing all staffing and materials for CITY in accordance with Exhibit "A" attached hereto and for performance by CONSULTANT of all of its duties and obligations under this Agreement, except that additional services may be compensated as described below.

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

CITY shall pay CONSULTANT on a time and materials basis for CONSULTANT’s actual costs for all work called for in Exhibit “A” to this Agreement. All work to be performed under this Agreement shall be billed at the hourly 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 #8..
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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 1.2 (AD 1.2), as amended periodically. The City's AD 1.2 is available at the link below:
https://www.modestogov.com/DocumentCenter/View/24156/Citys-Administrative-Directive-12.

Additional services may be authorized by the City Manager in an amount up to, but not to exceed 10% of the agreed maximum compensation, or EIGHTEEN THOUSAND EIGHT HUNDRED SIXTY AND 00/100 DOLLARS ($18,860). In the event that additional services are deemed necessary, the CONSULTANT shall provide a written request to the City Manager indicating the reason for additional work, scope and cost of such work. The City Manager shall provide a written response to the request, either approving or denying the additional expenditure. If additional services are requested and approved, they will be billed at the hourly rates set forth in Exhibit “B” and may not exceed the amount requested and approved in writing by the City Manager. In that event, the new total compensation shall not exceed TWO HUNDRED SEVEN THOUSAND FOUR HUNDRED SIXTY AND 00/100 DOLLARS ($207,460). If additional services in excess of this amount are deemed necessary by City Staff, an amendment to this Agreement will be required and must be approved by the City Council prior to commencing the work, as provided in Paragraph 9 of this agreement.

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 #8..
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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 Erik Helgeson, 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.

CONSULTANT therefore agrees that ten percent (10%) or more of the time to be devoted to the project that is the subject of this Agreement will be that of the above-named person.

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 contract 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.

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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.

Both parties to this Agreement understand that it may become desirable or necessary during the execution of this Agreement, for CITY or CONSULTANT to modify the scope of services provided for under this Agreement. Any material extension or change in the #8..
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scope of work shall be discussed with CITY and the change and cost shall be memorialized in a written amendment to the original contract prior to the performance of the additional work.

Until a change order is so executed, CITY will not be responsible to pay any charges CONSULTANT may incur in performing such additional services, and CONSULTANT shall not be required to perform any such additional services.

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.

CONSULTANT, by virtue of this Agreement, 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. No agent, officer, or employee of the CITY is to be considered an employee of CONSULTANT. It is understood by both CONSULTANT and CITY that this Agreement shall not under any circumstances be construed or considered to create an employeremployee 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 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 has control over the manner and means of #8..
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performing the services under this Agreement. CONSULTANT is permitted to provide services to others during the same period service is provided to City under this Agreement. If necessary, CONSULTANT has the responsibility for employing other persons or firms to assist CONSULTANT in fulfilling the terms and obligations under this Agreement.

If in the performance of this Agreement any third persons are employed by CONSULTANT, such persons shall be entirely and exclusively under the direction, supervision, and control of 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 contractor, 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. #8..
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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.

FOR CONSULTANT: Name: Bartle Wells Associates
Address: 2625 Alcatraz Avenue
#602
Berkeley, CA 94705
Attention: Erik Helgeson
Phone: (510) 653-3399
E-mail: [email protected]
FOR CITY: Name: City of Modesto
Address: 1010 10th Street
Suite 4600
Modesto, CA 95354
Attention: Jim Alves
Phone: (209) 571-5557
E-mail: [email protected]
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14. INSURANCE REQUIREMENTS.

15. TERMINATION OF AGREEMENT.

Termination by CITY for Default of CONSULTANT
Should 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 be 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 Work 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 Work for any reason. The CITY shall provide no less than 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.
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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; 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;
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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 of termination. The final payment to the CONSULTANT after termination for convenience shall be limited to amounts due and owing under the Agreement at time of termination, including the following:
a. The cost of settling and paying valid claims arising out of the termination of the Work such as subconsultant agreements or contracts for materials;
b. The Agreement price allocable to the portion of the Work properly performed or goods supplied to the work site by the #8..
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CONSULTANT as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the CONSULTANT.

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

16. CERTIFIED PAYROLL REQUIREMENT.

If CONSULTANT is performing “public works” as defined in Labor Code section 1720(a), CONSULTANT shall pay all workers, and shall ensure its subcontractors pay all of their workers, engaged in performing the services described in Exhibit “A” 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 “A” are to be performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work as provided in the California Labor Code.

In accordance with California Labor Code Section 1773.2, the City has obtained the general prevailing wages in the locality in which the services described in Exhibit A 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. CONSULTANT must #8..
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comply with all applicable laws and regulations that apply to wages earned in performance of the services described in Exhibit “A”, including those set forth in Labor Code section 1770 et. seq.

17. INDEMNITY.

If CONSULTANT is Design Professional performing design professional services, as defined in California Civil Code section2782.8, CONSULTANT agrees to indemnify, defend, and hold harmless the CITY, its agents, officers, officials, employees and volunteers, rom 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 #8..
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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.

18. 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 contract provision shall be in the Superior Court of Stanislaus County or the United States District Court for the Eastern District of California.

19. ATTORNEY’S 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 #8..
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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. Additional or new terms contained in this Agreement which vary from CONSULTANT's proposal are controlling and are deemed accepted by CONSULTANT by shipment of any article or other commencement of performance hereunder. All previous proposals, 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 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.

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. #8..
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IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement in duplicate by its City Manager and attestation by its City Clerk under authority of Resolution No. 2026- , adopted by the Council of the City of Modesto on the day of , 2026, and BARTLE WELLS ASSOCIATES has caused this agreement to be duly executed in duplicate as of the Effective Date. (Signatures on next page)
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Proposal for a Wastewater
Rate and Fee Study
December 3, 2025

EXHIBIT A
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November 14, 2025
William Wong
Utilities Department, City of Modesto
1010 Tenth Street, 4th Floor, Suite 4600
Modesto, CA 95354
Re: Proposal for a Wastewater Cost-of-Service Rate Study Dear William:

Bartle Wells Associates (BWA) is pleased to submit this proposal to develop a Wastewater Cost-of-Service Rate Study for the City of Modesto. For more than 60 years, our firm has specialized in providing independent financial and utility rate consulting services to California water and wastewater agencies. We offer an unmatched level of financial planning expertise and are the only firm in California to provide both financial advisory services for project financing as well as utility rate consulting services.

Bartle Wells Associates is a leader in California utility finance having served over 600 public agencies throughout California. As a Northern California company, we are proud to have served the City of Modesto and many local agencies including the Cities of Tracy, Patterson, Hughson, Clovis, Davis, Vacaville, Antioch, Placerville, and American Canyon, as well as Modesto Irrigation District, San Luis Water District, Madera County Special Districts and Mariposa County.

BWA is deeply familiar with the City’s financial systems, goals, and rate structures, having worked closely with the City on multiple initiatives over the years. Our team has already developed ADA-compliant models, reports, and Proposition 218 notice templates for the City. We continue to provide ongoing support to the City in reviewing stormwater discharge methodologies and wholesale rate design, which aligns and overlaps with the scope of this project. This continuity allows us to build on existing work and deliver efficient, informed recommendations.

Throughout the engagement, BWA will work in close partnership with the City’s project team to clarify objectives, incorporate feedback, evaluate alternatives, and develop rate structures that reflect the City’s priorities. Our familiarity with the City’s operational context and our proven track record of responsive, collaborative service make us the ideal partner for this effort We enjoyed working with the City and appreciate the opportunity to work with the City again. We are available to start working at the City’s direction. Please do not hesitate to contact me if you have any questions or need additional information.

Sincerely,
Erik Helgeson, MBA
Principal / Partner
510.671.8669
[email protected]
2625 Alcatraz Ave, #602
Berkeley, CA 94705
Tel 510 653 3399
www.bartlewells.com

EXHIBIT A
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Table of Contents
EXECUTIVE SUMMARY ........................................................................................ 1 Project Understanding & Objectives ....................................................................................................... 1 Collaborative Project Approach & Process.............................................................................................. 1 SECTION 1: FIRM ORGANIZATION AND PROJECT TEAM..................................... 2 BARTLE WELLS ASSOCIATES..................................................................................................................... 2 PROJECT TEAM......................................................................................................................................... 4 RESUMES.................................................................................................................................................. 5 SECTION 2: WASTEWATER RATE STUDY .............................................................. 9 Task 1. Project Initiation & Data Collection .......................................................................................... 9 Task 2. 10-Year Financial Plans.............................................................................................................. 9 Task 3. Cost of Service Rate Analysis ................................................................................................... 11 Task 4. Capacity Fee Analysis............................................................................................................... 12 Task 5. Wastewater Miscellaneous Fee Analysis.................................................................................. 13 Task 6. Meetings, Reports, Presentations, Model and Rate Implementation..................................... 13 SECTION 3: PROJECT SCHEDULE ........................................................................ 15 SECTION 4: COST PROPOSAL ............................................................................. 16 AVAILABILITY & FEES.............................................................................................................................. 17 INSURANCE ............................................................................................................................................ 19

EXHIBIT A
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BARTLE WELLS ASSOCIATES Page 1
City of Modesto – Wastewater Rate and Fee Study Proposal Executive Summary
Project Understanding & Objectives
• Wastewater Rate Study: BWA will develop a comprehensive wastewater utility rate and fee study with the goal of helping the City implement a series of rates for upcoming years that a) fund the City’s projected costs of providing service, b) maintain financial stability, and c) are fair to all customers. Our general rate study process is summarized in the following graphic:
• Build Consensus for Final Recommendations: BWA has a strong track record of building consensus and public acceptance for final recommendations. Rate and fee adjustments can be controversial. We have found that ratepayers are more accepting of rate increases when they both understand the need for the increases and believe they are being treated fairly. BWA will draft the required Proposition 218 rate notice, present a summary of recommendations at the required Public Rate Hearing, and can assist with public outreach efforts. Our goal will be to build consensus and public acceptance for final recommendations.

Collaborative Project Approach & Process
BWA uses a collaborative project approach to ensure final recommendations reflect the policy preferences and objectives of the agencies we serve. Our general approach will be to work closely with the City’s project team to identify objectives, evaluate alternatives and their impacts, gain ongoing input, and remain flexible to resolve unanticipated issues.

BWA will assist the City in all phases of the study, from project initiation through final adoption and implementation. Rate and fee increases can be controversial. BWA has extensive experience helping agencies build consensus for final recommendations and has assisted many agencies with public outreach efforts aimed at fostering understanding and acceptance for rate and fee increases. BWA also has substantial experience working with citizen advisory groups, community groups, and other stakeholders, and has a long track record of completing projects on time and on budget. We have helped many agencies successfully adopt rate increases in challenging political environments.

Project Initiation 10-Year Financial
Plan
Cost of Service
Rate Design
Outreach &
Adoption
Rate Study Process
Clarify Objectives
Establish Process/Schedule
Review Data & Assumptions
Financial Projections
Financing Alternatives
Evaluate Scenarios
Analyze Billing Data
Evaluate Rate Alternatives
Cost Allocation & Rate Design
Build Consensus
Public Education
Proposition 218 Process

EXHIBIT A
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BARTLE WELLS ASSOCIATES Page 2
City of Modesto – Wastewater Rate and Fee Study Proposal Section 1: Firm Organization and Project Team

BARTLE WELLS ASSOCIATES
Leaders in Water, Wastewater & Stormwater Rates and Finance Since 1964 Bartle Wells Associates (BWA) is an independent financial advisory firm with expertise in the areas of water, wastewater, and stormwater finance. BWA was established in 1964 and has over 60 years of experience advising cities, special districts, and other agencies on the complexities and challenges in public finance. We have advised over 600 public agency clients throughout California and the western United States. We have a diversity of abilities and experience to evaluate all types of financial issues faced by local governments and to recommend the best and most-practical solutions.

Bartle Wells Associates has a highly qualified professional team of consultants. Our educational backgrounds include finance, civil engineering, business, public administration, public policy, and economics.

BWA specializes in three professional services: utility cost-of-service rate and fee studies, financial plans, and project financing. We are one of the few independent financial advisors providing all three of these interrelated services to public agencies.

RATE AND FEE STUDIES Our rate studies employ a cost-of-service approach and are designed to maintain the long-term financial health of a utility enterprise while being fair to all customers. We develop practical recommendations that are easy to implement and often phase in rate adjustments over time to minimize the impact on ratepayers. We also have extensive experience developing impact fees that equitably recover the costs of infrastructure required to serve new development. BWA has completed hundreds of utility rate and fee studies. We have helped communities implement a wide range of rate structures and are knowledgeable about the legal requirements governing rates and impact fees. We develop clear, effective presentations and have represented public agencies at hundreds of public hearings to build consensus for our recommendations.

FINANCIAL PLANS Our financial plans provide agencies with a flexible roadmap for funding long-term operating and capital needs. We evaluate the wide range of financing options available, develop a plan that recommends the best financing approach, and clearly identify the sources of revenue for funding projects and repaying any debt. We also help agencies develop prudent financial policies, such as fund reserve targets, to support sound financial management. BWA has developed over 2,000 utility enterprise financial plansto help public agencies fund their operating and capital programs, meet debt service requirements, and maintain long-term financial health.

PROJECT FINANCING Our project financing experience includes over 300 bond sales and numerous bank loans, lines of credit, and a range of state and federal grant and loan programs. We generally recommend issuing debt via a competitive sale process to achieve the lowest cost financing possible. To date, we have helped California agencies obtain over $5 billion of financing via bonds, bank loans/private BWA Key Services
Rate & Fee Studies
Financial Plans
Project Financing

EXHIBIT A
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BARTLE WELLS ASSOCIATES Page 3
City of Modesto – Wastewater Rate and Fee Study Proposal placements, lines of credit, low-rate State Revolving Fund Loans, and other funding programs. We work only for public agencies; we are independent financial advisors and do not buy, trade, or resell bonds. Our work is concentrated on providing independent advice that enables our clients to finance their projects on the most favorable terms—lowest interest rates, smallest issue size, and greatest flexibility.

Bartle Wells Associates is a charter member of the National Association of Municipal Advisors (NAMA), which establishes strict criteria for independent advisory firms. All of our lead consultants are Certified Independent Professional Municipal Advisors and are Registered Municipal Advisors.

Bartle Wells Associates is committed to providing value and the best advice to our clients. Our strength is quality—the quality of advice, service, and work we do for all our clients.

EXPERIENCE BWA has extensive experience developing long-term financial plans, utility rates, and capacity fees for public agencies from all areas of California and the western U.S. In recent years, we have completed assignments for many agencies including:

Sample Cities Sample Water/Wastewater/ Stormwater Districts  City of Modesto  Modesto Irrigation District
 City of Santa Cruz  Marin Municipal Water District
 City of Riverbank  Rio Alto Water District
 City of Lindsay  Monterey One Water
 City of Davis  Alameda County Water District
 City of Santa Barbara  Madera County Special Districts  City of Santa Cruz  Sonoma County Water Agency
 City of Morro Bay  Fallbrook Public Utility District  City of Arcata  Silicon Valley Clean Water
 City of San Carlos  Napa Sanitation District
 City of Monterey  East Bay Municipal Utility District  City of Patterson  Sausalito-Marin City Sanitary District  City of Willits  Union Sanitary District
 City of Vacaville  Novato Sanitary District
 City of Santa Clara  Montara Water & Sanitary District  City of Glendale  West Valley Sanitation District
 City of Paso Robles  Joshua Basin Water District
 City of Calistoga  Ramona Municipal Water District
 City of San Mateo  South San Luis Obispo County San District  City of Mountain View  San Francisco Public Utilities Commission BWA has served
over 550 public
agencies
throughout
California and
the western
United
States.

EXHIBIT A
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BARTLE WELLS ASSOCIATES Page 4
City of Modesto – Wastewater Rate and Fee Study Proposal

PROJECT TEAM
BWA uses a team approach for most projects, typically assigning two consultants to each assignment, including at least one principal consultant. Our general project approach is to work closely with staff and other members of the project team, identify objectives, set milestones, have frequent communication, and remain flexible to resolve unanticipated issues.

Bartle Wells Associates has a highly qualified professional team. Our education and backgrounds include finance, civil engineering, business, public administration, public policy, and economics. Bartle Wells Associates has a long track record of completing projects on time and on or under budget.

Bartle Wells Associates will perform all work related to this assignment and does not plan to use any subcontractors for this project. Our consulting staff has availability to assist on this project as needed to ensure all project work and deliverables are completed on schedule.

Erik Helgeson, Principal/Partner
Erik Helgeson is a Principal and Vice President of BWA with 15 years of experience.

He specializes in developing long-term financial models and utility rates based on a cost-of-service approach. His experience includes working as a senior finance analyst for Denver Water in the rates and charges group and as a utility rate consultant in Colorado and California. His prior experience working for a utility gives him a unique perspective on the internal challenges a utility faces when implementing a study’s recommendations. He currently serves on American Water Works Association’s Rates and Charges Committee.

Kim Boehler, Principal
Kim Boehler is a principal with Bartle Wells where she manages financial planning, cost of service analyses, rate design and capacity fee studies for water, recycled water, and wastewater utilities. Kim brings 20 years of experience in performing this work for public utilities and has completed approximately 150 of these studies throughout her career. She has a broad understanding of public agency funding needs from her work in various revenue streams, which includes special financing district administration, overhead cost allocation analysis, user fee studies, and utility financial management.

Ashli Wong, Financial Analyst
Ashli Wong is a financial analyst for Bartle Wells and will provide analytical support for this assignment. She has experience working on water, wastewater, and solid waste rate and capacity fee studies and has prior experience working in the internal audit office of a public agency.

EXHIBIT A
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BARTLE WELLS ASSOCIATES Page 5
City of Modesto – Wastewater Rate and Fee Study Proposal

RESUMES
ERIK W. HELGESON, MBA
Principal Consultant
Erik Helgeson is a principal and vice president of Bartle Wells and Associates with fifteen years of utility finance experience. His areas of expertise include the development of financial plans, ratemaking, and policy solutions for water, wastewater, recycled water, stormwater and solid waste utilities. His experience includes both working for a utility as a senior finance analyst for Denver Water and now as a utility rate consultant helping agencies develop strong financial plans and equitable rates aligned with their objectives. Erik has extensive expertise in working with executive level staff and assisting in strategic decisions. He serves on the American Water Works Association (AWWA) Rates and Charges Committee and has presented at the Utility Management Conference.

Education
M.B.A., Entrepreneurship – University of Colorado, Denver B.A., Business Administration – Gonzaga University
Representative Projects
 Marin Municipal Water District, Marin, CA: Project manager for 2022 water and recycled water rate study and 2025 capacity charge study. Analyst supporting the rate study update in 2016.  Fallbrook PUD, CA: Project manager for a water, sewer and recycled water rate study  Pico Water District, CA: Project manager for a water financial plan and cost-of-service rate study  Big Bear City CSD, CA: Project manager for a water, sewer and solid waste cost-of-service rate studies
 City of Modesto, CA: Project manager for water and wastewater financial plans and rate studies  Madera County, CA: Project manager providing rate studies for twenty-three of the county’s water and sewer special service districts
 Modesto Irrigation District: Designed an allocation methodology between the district’s domestic water, irrigation, and electric enterprises.
 City of Hemet, CA: Water budget rate design and cost of service study  City Lindsay, CA: Project manager for water and sewer rate studies and infrastructure use fee study  City of Imperial, CA: Lead consultant providing water and wastewater financial plans and rate studies
 City of Vacaville, CA: Water and wastewater capacity fee studies  Union Sanitary District, CA: Wastewater capacity fee study  City of Riverbank, CA: Project Manager for solid waste rate and sewer rate and connection fee studies
 City of Placerville, CA: Analytical support for water financial plans and rate studies.  San Luis Water District, CA: Prop. 218 Assessment Election  Panoche Water District, CA: Prop. 218 Assessment Election  City of Patterson, CA: Solid waste rate study
 San Miguel Community Services District, CA: Project manager providing water and wastewater financial plans and rate studies. The District was nearing insolvency and large rate increases were needed to save the District.

EXHIBIT A
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BARTLE WELLS ASSOCIATES Page 6
City of Modesto – Wastewater Rate and Fee Study Proposal  Alameda County, CA Reviewed proposed wheeling charges on behalf of the local agency partners working on the Los Vaqueros Dam expansion project.
 Carlsbad, CA: Played a key role in completing the 2016 water cost of service study. Created a supplybased cost allocation and supply layered, tiered, water rate design  City of Paso Robles, CA: Water and wastewater rate studies  King City, CA: Wastewater financial plan and rate study  Castle Pines North Metropolitan District, CO: Lead consultant providing annual water and wastewater financial plans and rate study updates
 City of Benicia, CA: Water and wastewater rate and connection fee studies  Arapahoe Parks and Recreation District, CO: Reviewed water rates for fairness  City of San Juan Bautista, CA: Water and Wastewater rate and capacity fee studies  Las Gallinas Valley Sanitary District, CA: Support for annual budget process  Tres Pinos CSD, CA: Project manager for water and sewer rate studies  Leland Meadows CSD, CA: Project manager for water and sewer rate studies  City of Willits, CA: Lead consultant providing water and wastewater financial plans and rate studies  The Cities of Pinole and Hercules, CA: Assisted the cities with the co-financing of a wastewater project with SRF loans. This included the design of the payment and reimbursement process, the administration of the process, and navigating the State requirements.  Humboldt Bay Municipal Water District, CA: Lead consultant providing 10-year financial plan update  Sacramento County Water Authority, Sacramento, CA: Lead analyst supporting water financial plan and rate study
Public Utility Experience
Denver Water, Denver, CO:

Senior Finance Analyst- Assisted with the annual cost of service study and financial plan, provided regular revenue reports, and oversaw the gathering and reporting of metrics to support Denver Water’s organizational improvement initiatives. As the lead analyst on the initiative to change the rate design he facilitated research (customer survey and affordability study), performed rate design analysis, and assisted with stakeholder outreach (municipalities, customers, business representatives, non-profits, and Denver Water executives and Board) which led to the adoption of new rate structures. He coordinated the implementation efforts between various business units to ensure a successful rollout of the new rates and rate structures.

Professional Memberships
American Water Works Association – Member of Rates and Charges Committee Certifications
MSRB-Registered Municipal Advisor (Series 50)

EXHIBIT A
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BARTLE WELLS ASSOCIATES Page 7
City of Modesto – Wastewater Rate and Fee Study Proposal

KIM BOEHLER
Principal Consultant
Ms. Kim Boehler is a principal of Bartle Wells where she manages financial planning, cost of service analyses, rate design and capacity fee studies for water, recycled water and wastewater utilities. Kim brings 20 years of experience in performing this work for public utilities and has completed approximately 150 of these studies throughout her career. She has a broad understanding of public agency funding needs from her work in various revenue streams, which includes special financing district administration, overhead cost allocation analysis, user fee studies and utility financial management.

Education
B.S., Finance – California State University San Bernardino Representative Projects
Project experience that follows is prior to Bartle Wells.  Arvin Community Services District, CA: Water Rate Study  City of Arvin, CA: Sewer Rate Study
 Aqua, North Carolina: Capital Investment Plan Analysis and Documentation  Avila Beach Community Services District, CA: Water and Sewer Rate and Connection Fee Study  Azusa Light and Water, CA: Water Rate Study
 City of Beaumont, CA: Sewer Rate and Capacity Fee Study  Bellflower Mutual Water Company, CA: Water Rate Study  Bighorn-Desert View Water Agency, CA: Water Rate and Capacity Fee Study  Calaveras County Water District, CA: Water and Sewer Rate Study  Citrus Heights Water District, CA: Water Rate Study
 City of Colton, CA: Water Rate and Connection Fee Study  Clean Water Services, Hillsboro, OR: Wastewater and Stormwater Strategic Financial Planning  City of Colton and Grand Terrace, CA: Sewer Rate Study  Cucamonga Valley Water District, CA: Water and Recycled Water Connection Fee Study  Cucamonga Valley Water District, CA: Water Rate Study  Culver City, CA: Sewer Rate Study
 Desert Water Agency, CA: Water, Sewer and Recycled Water Rate Study  Desert Water Agency, CA: Water Rate Analysis to Address Tribal/Non-Tribal Rates  Dixon-Solano Water Authority, CA: Water Rate Study
 East Valley Water District, CA: Water and Sewer Financial Plans  City of Fort Bragg, CA: Water, Sewer and Storm Drain Rate Study  City of Greenfield, CA: Water and Sewer Utility Revenue Requirement Analysis  City of Hesperia, CA: Water, Sewer and Recycled Water Rate Study  Hidden Valley Lakes Community Services District, CA: Water and Sewer Rate Study  Ironhouse Sanitary District, CA: Sewer Rate and Capacity Fee Study  City of Livermore, CA: Water Rate and Connection Fee Study

EXHIBIT A
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BARTLE WELLS ASSOCIATES Page 8
City of Modesto – Wastewater Rate and Fee Study Proposal

ASHLI WONG
Financial Analyst
Ashli Wong is a financial analyst with Bartle Wells Associates. She works closely with agency staff, engineers, lawyers, and other consultants to develop long-range financial plans, cost analyses and utility rate structures.

Education
B.A., Economics – University of California, Santa Barbara Representative Projects
 City of Simi Valley, CA: Water and sewer rate and capacity fee study.  City of San Leandro, CA: Sewer rate study.
 City of Davis, CA: Analyst supporting the wastewater rate study.  City of Monterey, CA: Analyst supporting the wastewater rate and capacity fee study.  Oro Loma Sanitary District, CA: Analytical support for wastewater financial plan and rate studies.  South Feather Water and Power Agency, CA: Analyst supporting the water rate study.  Fresno County Waterworks District #18, CA: Analytical support for water and wastewater financial plans and rate studies.
 City of Oroville, CA: Analytical support for water and wastewater financial plans and rate studies.  Madera County, CA: Analyst supporting financial plans and rate studies.  City of Modesto, CA: Analytical support for water and wastewater financial plans and rate studies  Malaga County Water District, CA: Analytical support for water and wastewater financial plans and rate studies.
 Mariposa County, CA: Analytical support for water and wastewater financial plans and rate studies.  Eastern Sierra CSD, CA: Analyst supporting the wastewater rate and capacity fee study.  City of Willits, CA: Analytical support for water and wastewater financial plans and rate studies.  Sewerage Commission – Oroville Region, CA: Analyst supporting the wastewater rate and capacity fee study.

Public Agency Experience
Auditor-Controller, Santa Barbara, CA:

Internal Audit Intern – Prior to joining Bartle Wells, Ashli spent a year working at the Auditor-Controller’s Office at the County of Santa Barbara as an intern in the Internal Audit department. She assisted in audit reviews and reconciliations on financial accounts for Santa Barbara public departments to minimize risks and ensure financial accuracy. By evaluating business practices, she consulted several agencies through suggesting internal controls to improve operational effectiveness. She also analyzed and interpreted business data to discover information that may be of use to administration to support their decisionmaking.

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City of Modesto – Wastewater Rate and Fee Study Proposal Section 2: Wastewater Rate Study
This section presents a draft work plan and scope of services that we believe forms a sound basis for completing a comprehensive Wastewater Cost of Service Rate and Fee Study. Bartle Wells Associates can work with the City to finalize a scope of services that meets the City's objectives. Our general project approach is to work closely with staff and other members of the project team, identify objectives, set milestones, have frequent communication, and remain flexible to resolve unanticipated issues.

Task 1. Project Initiation & Data Collection

1. Project Team Orientation
To initiate our work, hold a meeting with City staff and others as appropriate, to accomplish the following:
 Identify members of City staff, City Council, engineering consultants, and others who will participate in the project.
 Determine the roles and responsibilities of all project participants.  Identify other parties that may a significant interest in the project, such as community groups, business organizations, developers, and large customers.  Establish project schedule and key milestone dates.
 Confirm the key goals and expectations of the project team.

BWA recommends holding the kickoff meeting after we have reviewed preliminary information. This will enable the kickoff meeting to be more substantive and facilitate more in-depth discussion of key issues and preliminary observations and potential alternatives.

2. Investigation and Data Collection
Assemble the information necessary to understand the City’s wastewater systems, finances, customers and usage, rate and fee structures, capital improvement needs and alternatives, and legal agreements. Assistance and cooperation of City staff will be needed to assemble the relevant background information. The objectives of investigation and data collection are to develop a complete understanding of the City’s utilities and finances, and to reach an agreement on basic assumptions to be used in the study as well as key alternatives for evaluation.

Task 2. 10-Year Financial Plans

1. Develop Forecasts and Projections
Based on evaluation of the data assembled and input provided by the City, prepare forecasts and projections to be used in the development of financial models for the City’s wastewater utilities. Develop projections for the following areas (and others as appropriate). Review projections and alternatives with City staff for agreements on assumptions, interpretation of data, and completeness of approach.

Task 1 Deliverables Include:
 Project kickoff meeting
 Identification of project goals and objectives
 Identification of key issues impacting the study
 Project schedule and budget
 Information Needs List
 Project team contact list

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City of Modesto – Wastewater Rate and Fee Study Proposal  Capital Improvements Including Long-Term Repairs
& Replacements: Based on input from City staff,
identify future capital improvement program costs
or alternatives to include in the financial analysis and determine a reasonable amount to include for
future, ongoing capital repairs and replacements.

BWA often recommends that agencies phase in
funding for long-term system rehabilitation.
 Projected Wastewater Demand: With City input,
forecast wastewater demand and identify future
demand scenarios for evaluation.
 Growth & New Development: Work with the City to
identify levels of growth to incorporate in the
financial projections. Evaluate financial impacts
under different levels of growth.
 Cost Escalation Factors: Review historical cost trends and work with project team to develop reasonable cost escalation factors for both operating and capital expenditures. Work with City staff to identify any anticipated changes in future staffing, benefits, and/or other operating costs.

2. Evaluate Financing Alternatives for Capital Improvements Evaluate options for financing capital improvement projects. Our evaluation will:
 Allocate capital improvement costs to existing customers and new development based on the share of each project benefitting current vs. future customers.  Estimate the amount and timing of any debt, if needed, to finance capital projects.  Evaluate the alternative borrowing methods available including bonds, COPs, state and federal loan programs (including the State Revolving Fund Financing Program), bank loans and lines of credit, and other options.
 Recommend the appropriate type of debt, its term and structure.  As needed, develop debt service estimates to incorporate in the financial projections.

3. Establish Prudent Minimum Fund Reserve Targets
Evaluate the adequacy of the City’s current utility fund reserves. Establish prudent minimum fund reserve targets based on the City’s operating and capital funding projections. Develop an implementation plan for achieving and maintaining the recommended reserve fund levels.

4. Develop 10-Year Financial Projections & Evaluate Scenarios Develop 10-year cash flow projections showing the financial position of the utility over the next 10 years.

The cash flows will project fund balances, revenues, expenses, and debt service coverage, and will incorporate the forecasts developed with staff input. After developing a base-case cash flow scenario, we can model alternatives for additional evaluation such as capital improvement alternatives, project financing alternatives, the impacts of various levels of demand, etc. During this phase, BWA will work closely with the project team to evaluate financial and rate projections under alternative scenarios.

5. Evaluate Rate Increase Options
Based on the cash flow projections, determine future annual revenue requirements from rates and project the overall level of required rate increases. Evaluate rate adjustment alternatives, such as gradually phasing in required rate increases over a number of years. If appropriate, evaluate different levels of rate increases and their impacts on the City’s ability to fund future operating and capital needs.

The 10-year financial plans will
serve as financial roadmaps for
funding future operating and
capital programs while supporting
long-term financial stability.

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City of Modesto – Wastewater Rate and Fee Study Proposal Task 3. Cost of Service Rate Analysis

1. Identify & Evaluate Rate Structure Alternatives
Review the City’s current wastewater rate structures and discuss advantages and disadvantages compared to other
rate approaches. Identify potential alternatives and
modifications that could help improve rate equity, address City concerns, or help achieve other City objectives. Discuss pros and cons of different rate structure options and their general impacts on different types of customers. Rate
structure options can be refined as the study progresses based on input from the project team.

2. Conduct Survey of Regional Utility Rates
Review and summarize rates of other regional agencies.

Summarize results in easily understandable tables and/or charts.

3. Analyze Consumption & Utility Billing Data
Analyze current and historical usage and utility billing data to determine reasonable and conservative estimates of demand to use in developing financial projections and rates. Water use can fluctuate from year to year depending on various factors such as weather and local and regional conservation efforts.

Ideally, we would prefer to analyze multiple years of utility billing data in order to determine slightly conservative demand projections.

4. Cost of Service Rate Derivation
BWA has helped many agencies develop utility rates designed to reflect the costs of providing service, be fair and equitable to all customers, and comply with Proposition 218 and other legal requirements. In recent years, we have worked collaboratively with a number of legal experts to ensure our recommendations account for the latest legal understanding of Proposition 218. For this task, we will derive proposed rates based on a defensible cost of service methodology. A key component of this task includes allocating operating, maintenance, capital, and debt service expenses for cost recovery from appropriate rate components. Wastewater rates will be based on cost allocations to wastewater flow and strength (as measured by BOD and SS) to develop underlying unit costs for flow, BOD and SS. These unit costs are then applied to the wastewater discharge characteristics of each customer class to ensure rates reflect the proportional cost of providing service to each class.

5. Develop Preliminary & Final Rate Recommendations with City Input Based on evaluation of rate structure alternatives and the overall level of rate increases identified in the financial plans, develop draft rate recommendations for City input. The recommendations may include a multi-year phase-in of both overall rate increases and proposed rate structure adjustments to help Task 2 Deliverables Include:
 Minimum fund reserve target recommendations
 10-year financial projections with supporting tables
 Evaluation of alternative scenarios as needed
 Evaluation of rate increase options
 Call with the City’s project team to present findings, discuss alternatives, and gain input Rates will be developed based
on a cost-of-service approach
designed to equitably recover
the cost of providing service to
all customers and comply with
Proposition 218.

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City of Modesto – Wastewater Rate and Fee Study Proposal mitigate the annual impact on ratepayers. Review preliminary recommendations and key alternatives with the City Council and others as directed. Revise recommendations based on input received. Final rate recommendations will be designed to:
a) fund each utility’s long-term costs of providing service, including operating, capital, and debt service funding needs
b) be fair and equitable to all customers,
c) provide a prudent balance of conservation incentive and revenue stability, d) be easy to understand and administer, and
e) comply with the substantive requirements of Proposition 218.

6. Evaluate Use of Automatic Rate Pass-Throughs
Identify and evaluate the potential for implementing automatic pass-throughs for future wholesale rate increase and/or ongoing cost inflation. BWA has helped many agencies implement pass-through provisions to protect agencies against unanticipated wholesale cost increases and keep rates aligned with the cost of providing service.

7. Evaluate Rate Impacts on a Range of City Customers
Calculate the impacts of each rate alternative on a range of City customers Discuss additional rate structure adjustments that may reduce the impact on certain customers if warranted.

Task 4. Capacity Fee Analysis

1. Project Team/Progress Meetings (online meetings as needed) Attend Project Team/Progress Meetings to present findings, discuss alternatives and preliminary recommendations, and gain ongoing input. BWA will participate in conference calls and online meetings as needed to the extent allowable within the project budget.

2. Review Current Capacity Fees & Procedures for Applying Fees Review the City’s current capacity fees as well as related policies and procedures for applying the fees to new development. As appropriate, identify potential modifications to the fees, fee structure, or how fees are applied. BWA has developed capacity charges under a wide range of methodologies and has assisted many agencies in improving fee equity and administration.

3. Conduct Survey of Regional Capacity Charges
Review and summarize capacity charges of other regional and comparable agencies. Summarize results in easily understandable tables and/or charts.

4. Evaluate Alternative Capacity Charge Methodologies
Identify and evaluate alternative methods for calculating capacity charges for new development. Discuss advantages and disadvantages with the City’s project team and determine a recommended approach.

Task 3 Deliverables Include:
 Evaluation of current utility rates and potential rate structure modifications  Regional utility rate surveys
 Analysis of historical consumption and utility billing data  Cost of service analysis to support equitable and legally-defensible rates  Development of draft rate alternatives for City evaluation and input  Call with the City’s project team to present findings, discuss alternatives, and gain input

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City of Modesto – Wastewater Rate and Fee Study Proposal

5. Develop Preliminary Capacity Charge Recommendations
Based on appropriate and technically sound methodology, and evaluation of alternative approaches, recommend updated capacity charges. Updated fees will be designed to comply with Government Code Section 66013 (established by AB1600).

6. Recommend a Method for Future Fee Updates
Recommend a method to annually or periodically adjust capacity charges to keep the fees aligned with future costs. For example, capacity charges can be adjusted annually based on the change in the Engineering News-Record’s Construction Cost Index, a widely used measure of construction cost inflation.

Task 5. Wastewater Miscellaneous Fee Analysis

1. Investigation and Data Collection
Assemble the information necessary to understand the City’s current wastewater fees and costs. The objectives of the investigation and data collection are to develop a complete understanding of City funds and their finances, and to reach an agreement on basic assumptions to be used in evaluating fee allocation methods and alternatives.

2. Review Current Miscellaneous Fees
Review the City’s current wastewater miscellaneous fees and charges. Prepare and evaluate alternatives based on the data assembled and input provided by the City. Review alternatives with City staff for agreements on assumptions, interpretations of data, and completeness of approach.

3. Update Miscellaneous Fees:

Update the City’s miscellaneous fees and charges. Miscellaneous fees will be developed based on cost of service approach to recover the cost of time and materials needed to provide each service. As part of this task, BWA will review conceptual fee methodologies and develop new fees and charges designed to equitably recover the costs of providing each service for which each fee is levied.

4. Prepare Draft and Final Reports
Prepare a draft report to summarize summarizing findings and draft recommendations. The report will provide and administrative record supporting the proposed charges. The report will be written for a nontechnical audience and will clearly explain the rationale for recommendations and key alternatives when applicable. Submit a draft report for City review and feedback. Incorporate input into a revised report and ultimately provide the City with printed and electronic copies as needed. The report will be provided in PDF format and can also be provided in editable Word and Excel files.

Task 6. Meetings, Reports, Presentations, Model and Rate Implementation

1. City Council Meetings/Rate Workshop (Up to 2 City Council Meetings and 1 Public Workshop) Attend a City Council Meeting to present findings, recommendations and alternatives, as well as to receive input. Incorporate input as warranted to ensure final recommendations reflect Council preferences.

Present revised recommendations at a subsequent Council Meeting with the goal of gaining Council approval to move forward with the Proposition 218 process to adopt rate increases.

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City of Modesto – Wastewater Rate and Fee Study Proposal

2. Prepare Draft & Final Reports
Develop a draft report summarizing study objectives, findings, and draft recommendations. The report will provide an administrative record supporting the proposed utility rates and capacity charges and will be developed to demonstrate compliance with applicable legal requirements of Proposition 218, Proposition 26, and Government Code 66013. The report will be written for a non-technical audience and will clearly explain the rationale for recommendations and key alternatives when applicable. Submit a draft report for City review and feedback. Incorporate input into a revised report and ultimately provide the City with printed and electronic copies as needed. The report will be provided in PDF format and can also be provided in editable Word and Excel files.

3. Proposition 218 Rate Notice Assistance
Develop a draft Proposition 218 notice for City review. Incorporate revisions and develop a final notice.

BWA recommends the notice go beyond the minimum legal requirements and provide clear and concise explanation of the reasons for any rate adjustments. BWA has helped many agencies adopt rates via the Proposition 218 process. We have found that ratepayers are generally much more accepting of rate increases or rate structure modification when they understand the reasons underlying the adjustments.

BWA will coordinate the Proposition 218 notice translation, printing and mailing. BWA will also assist the City with compiling the mailing database.

4. Proposition 218 Rate Hearing
Attend the Proposition 218 Public Rate Hearing and remain available to present a summary of findings and recommendations and respond to Council and public comments. BWA has extensive experience presenting financial and rate recommendations to non-technical audiences, dealing with challenging questions, and building acceptance for final recommendations.

5. Public Education and Consensus-Building
Rate and fee adjustments are often controversial. BWA has helped many agencies with their public education and outreach efforts regarding rate and fee increases. We understand the importance of building consensus and public acceptance for our recommendations and can assist the City in any outreach and public education efforts.

Task 6 Deliverables Include:
 (2) City Council Meetings / Rate Workshops
 Draft and final reports summarizing key findings and recommendations and demonstrating compliance with legal requirements for rates
 Draft of the required Proposition 218 Notice of proposed rate increases  (1) Public Hearing

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City of Modesto – Wastewater Rate and Fee Study Proposal Section 3: Project Schedule
Provided below is a high-level draft timeframe for completion of the Project. BWA will work with the City to develop a final schedule designed to meet the City’s objectives.

Draft Wastewater Rate and Fee Study Timeline:
- April 2026: Wastewater Study Kickoff
- April – August 2026: Capacity Charge Analysis
- April – August 2026: Miscellaneous Fee Analysis
- July – October 2026: Update Financial Plan and Rate Model - November – December 2026: Draft Rate Study Report
- January 2027: Completion of All Reports, Models
- Spring 2027: Proposition 218 Process (mailing, public hearing) - July 1, 2027: Wastewater Rates Implemented

EXHIBIT A
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City of Modesto – Wastewater Rate and Fee Study Proposal Section 4: Cost Proposal
Provided below is a draft breakdown of our budget by task. We remain available to work with the City to refine the scope and budget to meet the City’s objectives and expectations.

Cost for Prop. 218 mailing is based on sending 70,000 notices of the same length and formatting as the previous Prop. 218 mailing. Not to exceed cost estimates are based on a current quote. BWA will pass through mailing costs directly with no mark-up.

Erik Helgeson Kim Boehler Ashli Wong Total Project
Project Manager Expert Review Financial Analyst Hours Cost $285/hr $285/hr $150/hr
Wastewater Cost of Service Study 65 65 215 345 $69,300

1. Develop Financial Plans

2. Cost of Service Rate Design

3. Rate Survey

4. Project Team Meetings

5. Board Meetings & Public Hearing

6. Prepare Draft & Final Reports
Wastewater Connection Fee Study 25 25 80 130 $26,250

1. Project Team Meetings

2. Fee Survey

3. Develop Connection Fee Recommendations

4. Prepare Draft & Final Reports
Prop. 218 Mailing

1. BWA Coordination and Data Support 10 30 40 $7,350

2. Estimate for Translation Service (Subcontracted) $1,000

3. Estimate for Printing Service (Subcontracted, 70,000 notices) $21,000

4. Estimate for Postage ($0.70 x 70,000 notices) $49,000 Miscellaneous Fee Study 10 10 40 60 $11,700

1. Project Team Meetings

2. Develop Fee Recommendations

3. Prepare Draft & Final Reports
TOTAL ESTIMATED HOURS 110 100 365 575 $185,600
ESTIMATED EXPENSES $3,000
TOTAL PROJECT BUDGET $188,600

PROJECT TASK

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City of Modesto – Wastewater Rate and Fee Study Proposal

AVAILABILITY & FEES

1. Bartle Wells Associates is prepared to begin work upon authorization to proceed.

2. During the project development period, Bartle Wells Associates will be available at all reasonable times and on reasonable notice for meetings and for consultation with staff, attorneys, consulting engineers, and others, as necessary.

3. Bartle Wells Associates will perform all work related to the assignment. Erik Helgeson, a firm principal and vice-president, will be assigned as project manager on this assignment. He will serve as the lead contact person for BWA and will be involved with the project a day-to-day basis. Erik will be assisted by Kim Boehler as expert review. This project team may be assisted by other BWA analysts as needed.

4. The fees for services outlined in this proposal will not exceed $188,600 for the Wastewater Cost of Service Rate and Capacity Fee Study. The fee is based on the following assumptions:
a. All necessary information will be provided by the City in a timely manner. b. Development of a draft, final draft, and final versions of tables, presentations, and reports. Time and expenses involved in revising tables and assumptions may constitute additional services if not achievable within the budget.
c. Three trips to the City for meetings and/or presentations. Additional meetings or presentations may constitute additional services if not achievable within the budget.

5. Progress payments and direct expenses are payable monthly on a time and materials basis as the work proceeds as provided in our Billing Rate Schedule 2025, which will remain in effect through the duration of this assignment.

6. Bartle Wells Associates will maintain in force, during the full term of the assignment, insurance as provided in the Certificate of Insurance attached.

7. If the project is terminated for any reason, we are to be reimbursed for professional services and direct expenses incurred up to the time we receive notification of such termination.

8. This proposal may be withdrawn or amended if not accepted within 90 days of its date.

9. We will not require a formal contract of employment and will consider a letter or e-mail from an appropriate official as sufficient authority to proceed.

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City of Modesto – Wastewater Rate and Fee Study Proposal

BARTLE WELLS ASSOCIATES
BILLING RATE SCHEDULE 2025
Rates Effective 1/1/2025
Professional Services
Financial Analyst I ................................................................................................. $130 per hour Financial Analyst II ................................................................................................$150 per hour Associate Consultant.............................................................................................$170 per hour Consultant ............................................................................................................ $195 per hour Senior Consultant.................................................................................................. $220 per hour Project Manager/Technical Expert .......................................................................$250 per hour Principal Consultant .............................................................................................$285 per hour The hourly rates for professional services include all overhead and indirect expenses. Bartle Wells Associates (“BWA”) does not charge for administrative support services. Expert witness, legal testimony, or other special limited assignments will be billed at one and one-half times the consultant’s hourly rate.

The above rates will remain in effect through December 31, 2025, at which point they will be subject to adjustment.

Direct Expenses
Subconsultants will be billed at cost. Other reimbursable direct expenses incurred on behalf of the agency will be billed at cost.

Payment
Fees are typically billed monthly or bi-monthly for the preceding work period and are due and payable within 30 days of the date of the invoice. A late charge of 1.0 percent per month may be applied to balances unpaid after 60 days.

Insurance
BWA maintains insurance in the amounts and coverage as provided in the attached schedule of insurance.

Additional or special insurance, licensing, or permit requirements beyond what is shown on the schedule of insurance are billed in addition to the contract amount. BWA’sliability for defense costs, including attorneys' fees, expert witness fees, and other legal expenses, shall be no greater than that of a "design professional" as defined under California Civil Code Section 2782.8(c). BWA shall indemnify, defend, and hold harmless City Parties only to the extent that any liability, damages, or claims arise out of, pertain to, or relate to BWA’s negligence, recklessness, or willful misconduct. In no event shall BWA be required to provide a duty to defend beyond BWAs proportionate percentage of fault as ultimately determined by a court of law or through mutual agreement.

EXHIBIT A
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City of Modesto – Wastewater Rate and Fee Study Proposal

INSURANCE

EXHIBIT A
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City of Modesto – Wastewater Rate and Fee Study Proposal Section 4: Cost Proposal
Provided below is a draft breakdown of our budget by task. We remain available to work with the City to refine the scope and budget to meet the City’s objectives and expectations.

Erik Helgeson Kim Boehler Ashli Wong Total Project
Project Manager Expert Review Financial Analyst Hours Cost $285/hr $285/hr $150/hr
Wastewater Cost of Service Study 65 65 215 345 $69,300

1. Develop Financial Plans

2. Cost of Service Rate Design

3. Rate Survey

4. Project Team Meetings

5. Board Meetings & Public Hearing

6. Prepare Draft & Final Reports
Wastewater Connection Fee Study 25 25 80 130 $26,250

1. Project Team Meetings

2. Fee Survey

3. Develop Connection Fee Recommendations

4. Prepare Draft & Final Reports
Prop. 218 Mailing

1. BWA Coordination and Data Support 10 30 40 $7,350

2. Estimate for Translation Service (Subcontracted) $1,000

3. Estimate for Printing Service (Subcontracted, 70,000 notices) $21,000

4. Estimate for Postage ($0.70 x 70,000 notices) $49,000 Miscellaneous Fee Study 10 10 40 60 $11,700

1. Project Team Meetings

2. Develop Fee Recommendations

3. Prepare Draft & Final Reports
TOTAL ESTIMATED HOURS 110 100 365 575 $185,600
ESTIMATED EXPENSES $3,000
TOTAL PROJECT BUDGET $188,600

PROJECT TASK

EXHIBIT B
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City of Modesto – Wastewater Rate and Fee Study Proposal

AVAILABILITY & FEES

1. Bartle Wells Associates is prepared to begin work upon authorization to proceed.

6. Bartle Wells Associates will maintain in force, during the full term of the assignment, insurance as provided in the Certificate of Insurance attached.

7. If the project is terminated for any reason, we are to be reimbursed for professional services and direct expenses incurred up to the time we receive notification of such termination.

8. This proposal may be withdrawn or amended if not accepted within 90 days of its date.

9. We will not require a formal contract of employment and will consider a letter or e-mail from an appropriate official as sufficient authority to proceed.

EXHIBIT B
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City of Modesto – Wastewater Rate and Fee Study Proposal

The above rates will remain in effect through December 31, 2025, at which point they will be subject to adjustment.

Direct Expenses
Subconsultants will be billed at cost. Other reimbursable direct expenses incurred on behalf of the agency will be billed at cost.

Insurance
BWA maintains insurance in the amounts and coverage as provided in the attached schedule of insurance.

EXHIBIT B
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EXHIBIT C – Insurance Requirement for Professional 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:

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.

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 non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply #8..
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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.

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

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

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.

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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Finance CommitteeFebruary 23, 2026

Finance Committee
February 23, 2026