Agenda packet — Finance Committee, April 27, 2026 (part 4 of 7)

On October 5, 2021, the Purchasing Division issued RFB No. 2021-75 for Fire Safety Systems Services under multiple category codes1
. Prospective bidders were notified online and via email of the bid opportunity. Eighteen companies chose to download the RFB document.

On November 2, 2021, bids were formally opened by the City Clerk and broadcast via Microsoft Teams Livestream2
. One vendor responded with a formal bid. No local vendors responded.

The Purchasing Division contacted several bid holders to inquire about the reasons they declined to submit bids. Several of the vendors responded that they did not meet the bid requirement for the State Contractor’s Business License stated in the bid documents. Based on providing an overall responsive and responsible bid and the research conducted to evaluate the single bid response, staff recommends the award of bid to The BGR Group, Santa Clara, CA.

Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $50,000 for material, equipment or contractual services to follow formal bid procedures.

An award of bid and agreement for City-wide fire service system services to The BGR Group, Santa Clara, CA, conforms to the Modesto Municipal Code because the City complied with the formal bid procedures and The BGR Group was the lowest responsive and responsible bidder.

FISCAL IMPACT:

Below is a breakdown of estimated yearly expenses for Fire Safety System Services for various City properties. The agreement amount for Year 1 includes all sites that require a 5-Year Inspection. Some of these sites will require this in Year 1 but others may not require inspections until Year 2, 3, 4 or 5 of the contract. Based on current pricing per RFB 2021-75, anticipated services, and accounting for potential Consumer Price Index (CPI) increases (5%) for Years 3, 4 and 5. The agreement includes a 10% contingency new site additions or substantive service changes. An additional $20,000 per year is being added as an allowance for any maintenance and repairs that may be needed under this agreement. Funds are budgeted in the Facilities account 5800-52120-53100 with funding for contingency services being allocated at the time of approval.

Description Year 1 Year 2 Year 3* Year 4* Year 5* Total Contracted Services $247,610 $125,110 $125,110 $137,923 $144,819 $780,572 Contingency Funds $24,760 $24,760 $24,760 $24,760 $24,760 $123,800 Maintenance and Repair $20,000 $20,000 $20,000 $20,000 $20,000 $100,000 Consumer Price Index (5%) $0 $0 $6,255 $6,568 $6,896 $19,719 Total $292,370 $169,870 $176,125 $189,251 $196,475 $1,024,091 COMMITTEE RECOMMENDATION:

The Award of Fire Safety System Services was presented to Economic Development Committee on January 12, 2022 with the recommendation to forward to City Council for approval. 1
93609- Alarm Equipment Maintenance/Repair (Fire, Etc.) 99005- Alarm Services 34016- Fire Alarm Systems, Power Sirens, and Controls 2
Staff implemented a virtual bid opening process in an effort to slow the spread of COVID-19.

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City Council, February 1, 2022
Award of Fire Safety System Services

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RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving the award of bid and Agreement for Fire Safety System Services to The BGR Group, Santa Clara, CA for a two-year Agreement with three one-year extension options, for an annual estimated cost for the first year of $292,370 and not to exceed amount of $1,024,091 over five years, and authorizing the Director of Finance, or her designee, to add new site additions, removals, or substantive service changes without exceeding the estimated annual cost of $1,024,091, and authorizing the City Manager, or his designee, to execute the agreement.

Approved by:

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

1. Resolution

2. Original Agreement

3. Exhibit B – BGR Bid Submittal

4. Exhibit C – RFB #2021-75

5. Exhibit D – Price Schedule

6. Financial Interest Disclosure
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02/01/2022/PW/PCrowley/Item 12 1 2022-064

MODESTO CITY COUNCIL
RESOLUTION NO. 2022-064

RESOLUTION APPROVING THE AWARD OF BID AND AGREEMENT FOR

FIRE SAFETY SYSTEM SERVICES TO THE BGR GROUP, SANTA CLARA,

CA FOR A TWO-YEAR AGREEMENT WITH THREE ONE-YEAR

EXTENSION OPTIONS, FOR AN ANNUAL ESTIMATED COST FOR THE FIRST YEAR OF $292,370 AND NOT TO EXCEED AMOUNT OF $1,024,091

OVER FIVE YEARS, AND AUTHORIZING THE DIRECTOR OF FINANCE, OR

HER DESIGNEE, TO ADD NEW SITE ADDITIONS, REMOVALS, OR

SUBSTANTIVE SERVICE CHANGES WITHOUT EXCEEDING THE
ESTIMATED ANNUAL COST OF $1,024,091 AND AUTHORIZING THE CITY

MANAGER, OR HIS DESIGNEE, TO EXECUTE THE AGREEMENT
WHEREAS, the City of Modesto, Public Works Department, Building Administration and Maintenance Division is responsible for maintaining facilities within the City of Modesto which includes the fire systems within those facilities and WHEREAS, there has not been a city-wide agreement for fire system services which included the inspection, testing and maintenance of these systems and WHEREAS, through the issuance of a Request for Bid (RFB), the Building Administration and Maintenance Division will be able to better manage the Fire Safety Systems within the City of Modesto under a consolidated agreement rather than several different vendors handling different buildings and there will be the additional value of reduced costs through having a city-wide agreement and
WHEREAS, the City Manager authorized the Purchasing Manager to issue formal RFB for Fire Safety System Services and on October 5, 2021, the Purchasing Division issued RFB No. 2021-75 for Fire Safety Systems Services under multiple category codes1

WHEREAS, prospective bidders were notified online and via email of the bid opportunity and eighteen companies chose to download the RFB document and 1 93609- Alarm Equipment Maintenance/Repair (Fire, Etc.) 99005- Alarm Services 34016- Fire Alarm Systems, Power Sirens, and Controls
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02/01/2022/PW/PCrowley/Item 12 2 2022-064
WHEREAS, on November 2, 2021, bids were formally opened by the City Clerk and broadcast via Microsoft Teams Livestream2
and one vendor responded with a formal
bid; no local vendors responded and
WHEREAS, after contacting several bid holders, the Purchasing Division found that vendors declined to submit bids as they did not meet the bid requirement for the State WHEREAS, based on providing an overall responsive and responsible bid and the research conducted to evaluate the single bid response, staff recommends the award of bid to The BGR Group, Santa Clara, CA and
WHEREAS, Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $50,000 for material, equipment or contractual services to follow formal bid procedures; an award of bid and agreement for City-wide fire service system services to The BGR Group, Santa Clara, CA, conforms to the Modesto Municipal Code because the City complied with the formal bid procedures and The BGR Group was the lowest responsive and responsible bidder.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the award of bid and agreement with The BGR Group, Santa Clara, CA for fire safety system services for an annual estimated cost for the first year of $292,370 and a total amount not to exceed $1,024,091 with any new site additions, removals, or substantive service changes without exceeding the estimated annual cost of $1,024,091 to be authorized by the Director of Finance or her designee. 2 Staff implemented a virtual bid opening process in an effort to slow the spread of COVID-19.

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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

April 27, 2026
April 1, 2026
TO: Finance Committee
David Wright, Chair
Nick Bavaro, Vice-Chair
Rosa Escutia-Braaton, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Patrick Crowley, Interim Public Works Director
SUBJECT: Second Amendment to the HF&H Consultants Agreement for the Solid Waste Haulers Audit and Performance Review
CONTACT: Jody Strait, Acting Solid Waste Supervisor,
[email protected], 209-577-6416
DESCRIPTION:

Consider a Second Amendment to the Agreement with HF&H Consultants, LLC., Walnut Creek, CA., for the Solid Waste Haulers Audit and Performance Review increasing the Agreement amount by $106,936 through the duration of the Agreement and forwarding to Council for approval. (Funding Sources: Solid Waste Fund) STRATEGIC PLAN ELEMENT:

The recommended action is in conformance with City of Modesto 2025-2026 Strategic Plan Element: Quality of Life, Goal D: “Provide safe, efficient, and reliable infrastructure through proactive community investment, maintenance, and sustainability efforts.”, Strategy 6: Divert waste from the landfill.

BACKGROUND:

The City has contracts with two private sector companies to collect residential, commercial, and industrial garbage, organics, and recyclables. The City does not set the actual rate the collection companies can charge to pick up the solid waste. Instead, the City sets the maximum rate that the collection companies can charge for each type of service. Per the Service Agreement with the solid waste collection companies, if deemed necessary by the City Council, rate adjustments shall be made to become effective on or near July 1 of each year. A computer modeling formula is used to analyze financial data #7..
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Finance Committee, April 27, 2026
Second Amendment to the HF&H Consultants Agreement

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submitted by solid waste collection companies. The maximum rate that the collection companies may charge for each service is then based on the lowest cost Hauler’s rates.

On June 27, 2023, by Resolution No. 2023-314, Council approved an agreement with HF&H Consultants, LLC. (HF&H) to conduct an audit and performance review of the Haulers, to analyze the current rate setting methodology and test it for validity, as well as develop a new rate setting methodology for a total amount not to exceed $150,000.

The first phase included in-depth Hauler financial audits, and analysis of existing conditions (e.g., costs, rates, fees, methodologies, level of service, etc.). A report was prepared at the end of Phase 1 summarizing findings and recommending possible courses of action. Upon completion of Phase 1, City staff indicated a desire to renegotiate the City’s current franchise agreements with its solid waste Haulers. On August 13, 2024, by Resolution No. 2024-289, City Council approved the First Amendment to the Agreement to expand the scope of Phase 2 and increase the Agreement amount by $99,855 to a new total amount not to exceed $249,855.

DISCUSSION:

Phase 2 of this project began after Council’s approval of the findings and recommendations presented by HF&H to complete the remaining tasks under Resolution No. 2024-289. Phase 2 entailed analyzing the current rate setting methodology and developing a new rate setting methodology. City Council also directed staff to negotiate with the Haulers with the intent of amending and restating the current franchise contracts.

Alongside HF&H, the City has pursued contract negotiations with the intent of applying the new rate methodology and updating certain terms to reflect the current needs of the City and residents.

Negotiations have not been as linear or uncomplicated as initially hoped and this has required a significant need for HF&H’s continued involvement. It is in the best interest of the City to amend the current HF&H agreement for these services as HF&H has spent the preceding two years evaluating the current agreements and gained an in-depth understanding of the City’s needs. The proposed second amendment will further expand Phase 2 to include completion of negotiations to restate the Haulers’ franchise Agreements and implementation of the new rate setting methodology. HF&H staff time has also been added for additional Agreement review cycles and to support the Haulers with interpretation and implementation of the restated agreements.

The remaining tasks now consist of the following:

Task 1: Work Completed and Not Invoiced
Task 2: In-Person Negotiations Meeting with Franchisees Task 3: Virtual Meetings with Franchisees
Task 4: Ad-hoc Meetings and Analysis with City
Task 5: Update Franchise Agreement
Task 6: Review Franchisees’ Cost/Rate Proposals
Task 7: Develop Multi-Year Financial Model
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Finance Committee, April 27, 2026
Second Amendment to the HF&H Consultants Agreement

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Task 8: Attend Finance Committee Meeting
Task 9: Prepare for and Attend City Council Meeting
Task 10: Hauler Transition Assistance
Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid.

However, exceptions to the formal bidding process are granted in MMC 8-3.204 where the Purchasing Manager, in his or her discretion, determines that it is appropriate to amend the services or goods provided under an existing agreement to include additional similar goods or services, of limited quantity or scope, in order to increase efficiency and avoid delays or disruptions to City projects or services.

FISCAL IMPACT:

HF&H will perform the scope of work included as Exhibit B based on time and materials.

The estimated total budget is $106,936. The not to exceed amount from the Agreement and First Amendment was $249,855 and has been exhausted. This Second Amendment will add this new amount to the previously amended total.

Task Description Total Cost
1 Work Completed and Not Invoiced $ 15,266
2 In-Person Negotiations Meeting with Franchisees $ 13,810 3 Virtual Meetings with Franchisees $11,010
4 Ad-hoc Meetings and Analysis with City $ 6,910
5 Update Franchise Agreement $ 10,120
6 Review Franchisees’ Cost/Rate Proposals $ 6,780
7 Develop Multi-Year Financial Model $ 5,340
8 Attend Finance Committee Meeting $ 5,660
9 Prepare for and Attend City Council Meeting $ 10,540
10 Hauler Transition Assistance $ 18,000
Travel Costs $ 3,500
Total Cost $ 106,936
CEQA/NEPA REQUIREMENTS:

This item does not constitute a “project” within the meaning of California Environmental Quality Act (CEQA) Guidelines Section 15378 and requires no environmental review. #7..
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Finance Committee, April 27, 2026
Second Amendment to the HF&H Consultants Agreement

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RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending a Second Amendment to the Agreement with HF&H Consultants, LLC., Walnut Creek, CA., for the Solid Waste Haulers Audit and Performance Review, increasing the Agreement amount by $106,936, to a new total amount not to exceed $356,791 through the term of the Agreement; and forwarding to Council for Approval.

Approved by:

Patrick Crowley, Interim Public Works Director
Joseph P. Lopez, City Manager
Attachments:

1. Second Amendment

2. First Amendment

3. Reso 2024-289

4. Original Signed Agreement (with all Exhibits)

5. Reso 2023-314

6. Exhibit B - HF&H Proposal

7. Bid Waiver

8. CA Levine Act
#7..
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SECOND AMENDMENT TO STANDARD AGREEMENT

FOR CONSULTANT SERVICES WITH HF&H CONSULTANTS
This SECOND AMENDMENT to the Standard Agreement for Consultant Services (“SECOND AMENDMENT”) is entered into between the CITY OF MODESTO, a municipal corporation of the State of California (hereinafter the “CITY”) and HF&H CONSULTANTS, a California limited liability company (hereinafter “CONSULTANT”) as of the _______ day of ________________ _2026____.

RECITALS
This SECOND AMENDMENT is made with regard to the following recitals:

CITY and CONSULTANT previously entered into the Standard Agreement for CONSULTANT SERVICES on the 27th day of June 2023 (the "ORIGINAL AGREEMENT").

CITY and CONSULTANT previously entered into a FIRST AMENDMENT to consultant services agreement on the 13th day of August 2024.

CITY and CONSULTANT desire to amend the ORIGINAL AGREEMENT by increasing the previously approved total amount not to exceed from $249,855 to $356,791.

NOW, THEREFORE, in consideration of this SECOND AMENDMENT, and the mutual promises, covenants, and stipulations contained in the ORIGINAL AGREEMENT for CONSULTANT SERVICES and this SECOND AMENDMENT, the parties agree as follows:

1. COMPENSATION, Section 3, Paragraph 1, of the ORIGINAL AGREEMENT shall be revised to the following:

CONSULTANT agrees to accept a sum not to exceed $356,791 (maximum compensation) as full remuneration for performing all services and furnishing all staffing and materials for CITY in accordance with EXHIBIT (B), except that additional services may be compensated as described below.

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

IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this SECOND AMENDMENT to the ORIGINAL AGREEMENT for CONSULTANT SERVICES by its City Manager and attestation by its City Clerk under the authority of Resolution No. 2026-______ on the _ day of _ ,2026 and HF&H CONSULTANTS has caused this SECOND AMENDMENT to be duly executed as of the Effective Date. #7..
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1 FIRST AMENDMENT TO AGREEMENT
FOR HF&H CONSULTANTS, LLC.

This First Amendment to the Agreement for HF&H Consultants, LLC ( is entered into between the CITY OF MODESTO, a municipal corporation of the State of California (hereinafter the ) and HF&H Consultants, a California Corporation, (hereinafter "Consultant") as of _______ day of _____________, 2024.

RECITALS
This First Amendment to the Agreement HF&H Consultants Service is made with regard to the following recitals:

A. City and Consultant entered into a consultant services agreement on the 27h day
of June 2023
. B. City and Consultant desire to amend the Original Agreement to expand the Scope of Services for additional services required.

C. City and Consultant desire to amend the Original Agreement to increase the compensation paid for services by $99,855, for a revised sum not to exceed $249,855 over the term of the Original Agreement.

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

1. The scope of services set forth in Exhibit A of the Original Agreement shall be amended to include the services set forth in A1 , attached hereto and incorporated herein.

2. Section 3 of the Original Agreement shall be deleted in its entity, and replaced with the following;
#7..
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2 Consultant agrees to accept a sum not to exceed Two Hundred Forty-Nine Thousand and Eight Hundred Fifty-Five Dollars ($249,855) as full remuneration for performing all services and furnishing all staffing and materials for City in accordance with and A1 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:

The City shall pay Consultant on a time and materials basis for actual A1 to this Agreement. All work
to be performed under this Agreement shall be billed at the hourly rates set forth in Exhibit 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 in connection with work performed on this project.

City shall pay Consultant Net 45 Days via manual check.

In the event that additional services are deemed necessary, the Consultant shall provide a written request to the City Representative indicating the reason for additional work, scope and cost of such work. 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 prior to commencing the work.

3. Except as modified and amended by this First Amendment, all other provisions of the Original Agreement shall remain unchanged and in full force and effect. #7..
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3 IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this First Amendment to Agreement for Solid Waste Haulers Audit and Performance Review by its City Manager under authority of Resolution No. ________ , adopted by the Council of the City of Modesto and attestation by its City Clerk on the ________ day of _______________, 2024, and HF&H Consultants, LLC., has caused this FIRST AMENDMENT to be duly executed as of the Effective Date. #7..
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CITY OF MODESTO,
a municipal corporation
BY: ____________________________
JOSEPH P. LOPEZ, City Manager
ATTEST:
(Seal)
BY: ____________________________

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

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

BY: ____________________________
MATTHEW BRALEY, ARM-PE, Risk Manager
Federal ID # ___________
#7..
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Managing Tomorrow’s Resources Today
590 Ygnacio Valley Road, Suite 105 Northern California
Walnut Creek, California 94596 Southern California
Telephone: 925/977-6950 www.hfh-consultants.com
July 12, 2024 1 HF&H Consultants, LLC.

Sent via email
July 12, 2024
Rosene Nguyen
Integrated Waste Program Manager
City of Modesto
1010 10th Street
Modesto, CA 95354
Subject: Solid Waste Hauler Audit and Negotiations, Phase II – Budget Amendment Request Rosene Nguyen,
On July 27th, 2023, Modesto City Council adopted Resolution No. 2023-314 approving an agreement with HF&H Consultants, LLC., to conduct an audit and performance review for the solid waste haulers (i.e., Bertolotti Modesto Disposal and Gilton Solid Waste Management), to analyze the current rate setting methodology, test it for validity, and develop a new rate methodology. The scope of work for this engagement was divided into two (2) phases.

The first phase included in-depth hauler financial audits, and analysis of existing conditions (e.g., costs, rates, fees, methodologies, level of service, etc.). A report was prepared at the end of Phase 1 summarizing findings and recommending possible courses of action. Phase 2 was intended to develop a draft set of rate and fee methodologies and options for further consideration and potential adoption. Upon completion of Phase 1, City Staff indicated a desire to renegotiate the City’s current franchise agreements with its two (2) solid waste haulers.

In response to the City’s desire to renegotiate its franchise agreement, HF&H has developed this proposal to provide the City with professional consulting services to renegotiate the franchise agreements. Phase 2 of the City’s prior scope of work will be conducted as part of the renegotiation process. Therefore, the unused hours and funds in the amount of $86,335 may be utilized to offset the proposed budget for the below scope of work.

Under the proposed scope of work, HF&H would meet with the City to obtain project objectives and additional context, as well as set a schedule for the negotiation process. Following our review of the City’s data HF&H would meet with the City to develop a term sheet inclusive of the City’s desired services, features, and terms. This Term Sheet will be used as the initial basis for negotiations, prior to extensive drafting of franchise agreements. Upon agreement on the general framework and terms amongst stakeholders, HF&H would develop a franchise agreement and rate setting methodology, incorporating the City’s revisions. HF&H would also develop cost and rate proposal forms for the solid waste haulers to complete to help in the analysis of their reasonability and accuracy.

HF&H would work closely with the City and solid waste haulers to negotiate any necessary adjustment to the franchise agreements prior to execution. HF&H would also evaluate the accuracy and reasonableness of the proposed rates. Following agreement amongst the parties, HF&H would support the City through the franchise adoption process.
#7..
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Managing Tomorrow’s Resources Today
590 Ygnacio Valley Road, Suite 105 Northern California
Walnut Creek, California 94596 Southern California
Telephone: 925/977-6950 www.hfh-consultants.com
July 12, 2024 2 HF&H Consultants, LLC.

Scope of Work
Task 1: Engagement Initiation Meeting
HF&H will facilitate a virtual meeting with City Staff to initiate the project. This meeting will serve as a forum for reviewing the project approach, objectives, key milestones, and deadlines. While our prior discussions with City Staff provided a foundational understanding of current programs, the kick-off meeting will offer a forum for the City to provide additional context surrounding its unique situation which will help ensure the project deliverables are congruent with the City’s goals. This meeting will also be utilized to finalize a schedule and explore other City priorities that may interact with this process. Prior to this meeting HF&H will develop and agenda and following the meeting HF&H will provide meeting notes.

Task 2: Develop Request for Information
HF&H will develop and provide a request for information to the City which will facilitate the franchise amendment process. While HF&H is familiar with the City’s franchise agreements and rate structure from our prior/ongoing engagements, there are several items outside the franchise agreements that will be necessary to facilitate the project. While this task appears to have a low hour commitment, it is important to note that the time is specifically for tailoring the request to the City’s unique needs and identifying information we may not already have on file. We have dozens of prior examples and master templates to work from, so time will be spent ensuring we are only requesting specific information for the City of Modesto.

Task 3 Design Intake Meetings
Prior to the meeting, HF&H will amend and update our “Design Intake Document” for use throughout this process. This document provides a framework for drafting or amending franchise agreements to comply with legislation while also contemplating industry best-practices and other franchise terms that should be considered and discussed; it will also serve as a facilitation document for our meetings. This document will be customized based on the engagement initiation meeting in Task 1 to incorporate any additional items the City may wish to include, and to remove those items the City does not wish to explore or amend.

After development of the Design Intake Document, HF&H will host two (2) two-hour virtual meetings with the City. Following each meeting the City will receive detailed notes of discussions and decisions.

Following the final planning meeting, HF&H will provide the City with a “Franchise Design” document.

This document will serve as the basis for the restated franchise agreement and will include policy/process information, desired business terms, core services to be included, ancillary/other services, and a final project schedule.

Task 4: Develop List of City’s Desired Services and Terms Following the design intake meetings, HF&H will develop a Term Sheet that includes a list of the City’s desired services and terms. HF&H will then host a two-hour virtual meeting with City Staff to review and discuss any required updates and provide two (2) rounds of revisions. Through our extensive experience negotiating agreements we have found that using Term Sheets to achieve material agreement between parties on key deal points prevents significant redrafting of the franchise agreements later in the process. #7..
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Managing Tomorrow’s Resources Today
590 Ygnacio Valley Road, Suite 105 Northern California
Walnut Creek, California 94596 Southern California
Telephone: 925/977-6950 www.hfh-consultants.com
July 12, 2024 3 HF&H Consultants, LLC.

Task 5: Meetings with Franchisees to Confirm Services and Terms Following completion of Task 4, the Term Sheet will be distributed to the City’s franchisees for review. We have budgeted for four (4) meetings with each franchisee at two (2) hours per meeting. We have also included time for a one (1) hour internal prep meeting prior to each franchisee meeting and meeting notes following each franchisee meeting. We’ve assumed meetings with both franchisees will occur on the same day for each round of meetings.

Task 6: Restate Franchise Agreement and Negotiate with Franchise Haulers HF&H will assist the City in the development of a modernized franchise agreement that reflects legislative requirements, relevant best practices, and other City priorities. In prior Tasks, HF&H will work closely with the City and franchisees to identify and adapt the service specifications to industry trends and developments that have occurred since the current agreements were developed. HF&H has an extensive library of franchise agreements throughout California to draw upon for examples of performance standards, service options, diversion programs, and reporting processes for the City’s consideration, which will maximize the efficiency of the process and quality of the agreement.

Based on prior tasks, HF&H will a prepare draft restated franchise agreement for the desired services. City Staff, including the City Attorney, will subsequently review the draft agreement. City Staff are requested to make any changes directly to the documents in a strike-and-replace format, which we will then use to prepare an updated draft agreement. Please note that HF&H assumes the City desires maximum consistency between agreements so we have provided a quote for developing one base franchisee agreement acknowledging it will need to be duplicated and there may be deviations between franchisees as we work through negotiations and finalization.

After City Staff submits the redlined draft franchise agreement and their comments back to HF&H, HF&H will coordinate a virtual meeting with the City to review proposed changes and discuss any questions or comments the City may have. Based on the City’s feedback, HF&H will update the draft restated franchise agreement. Following these updates, HF&H will distribute the draft restated franchise agreement to the franchisees for their review.

Task 7: Review Franchisees Cost/Rate Proposals
HF&H will develop cost/rate proposal forms for submittal by each franchisee. The cost/rate proposal forms will provide the costs necessary for each franchisee to perform the collection services outlined in the draft restated franchise agreements. These costs will inform the rates necessary to compensate each franchisee for their services. These cost forms will ensure sufficient level of detail is provided by the franchisees in a manner that supports HF&H’s evaluation of the future rates.

Upon receipt of the cost/rate forms, HF&H will review the materials and evaluate the cost/rate proposals.

The cost/rate proposal reviews will involve an initial check of the mathematical accuracy of the cost information and then an evaluation of the reasonableness of the proposed costs and related operating statistics. To the extent necessary, HF&H will connect with the franchisees to seek clarification on the cost proposal.
#7..
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Managing Tomorrow’s Resources Today
590 Ygnacio Valley Road, Suite 105 Northern California
Walnut Creek, California 94596 Southern California
Telephone: 925/977-6950 www.hfh-consultants.com
July 12, 2024 4 HF&H Consultants, LLC.

Task 8: Negotiate and Finalize Franchise Agreement Language and Rates HF&H will facilitate up to eight (8) in-person meetings with each of City’s two (2) franchisees to negotiate the franchise terms and establish service rates. The number of meetings, if properly planned, prepared for and managed should be adequate for completing negotiations. We’ve assumed meetings with both franchisees will occur on the same day for each round of meetings.

Throughout the negotiations HF&H will document all discussions, decisions, and agreements between the City and franchisees for incorporation into the final franchise agreements. We often “live edit” the agreements during meetings for minor changes, but larger changes typically occur offline. We have also included time for drafting meeting minutes, an internal prep meeting prior to meeting with franchisees, revisions to the agreements, and final quality control.

Task 9: Ad-hoc Meetings and Analysis
While we have done our best to estimate all the meetings, revisions, and other aspects of this engagement, there are often unforeseen challenges or additional tasks that arise. For this reason, we have budgeted forty (40) hours for any additional support that may be required to ensure the best result for the City and its ratepayers.

Task 10: Prepare for and Attend Up to Six Governmental Official Meetings HF&H will attend the City Council meeting at which the final agreements are expected to be approved and will present the final agreement to the City Council. The City Attorney or City Clerk will be responsible for obtaining signatures and completing attachments with the contractor such as bonds and insurance certificates. We have also budgeted for an additional five (5) governmental official meetings.

Staffing
Rick Simonson, Senior Vice President and HF&H partner, will manage the project. Rick has over 22 years of solid waste cost allocation, rate setting, and contract negotiation experience with HF&H. Rick will be assisted by Philip Mainolfi, Sr. Project Manager, Danielle Derby, Sr. Associate, as well as other well qualified associates and assistant analysts, as necessary. Rick and Danielle recently completed an audit and performance review for the City’s solid waste haulers. Philip has recently conducted sole source negotiations with Gilton in Merced County, as well as negotiations with Gilton under a competitive framework in the Cities of Atwater and Livingston.

Budget
We will perform the scope of work as detailed above based on time and materials. The estimated total budget is $186,190. There is $86,335 remaining on our current agreement with the City. Some of the tasks listed in our current scope of work were contemplated in the original project scope (e.g., developing a rate setting methodology); therefore, we have applied the outstanding budget to this expanded project scope for a net requested amendment to the current project budget of $99,855.

Our actual costs may be higher or lower than this amount, depending on the complexity of the City’s contracting process, the number of negotiation sessions required, and other factors that cannot be precisely estimated in advance. A detailed breakdown of estimated costs is included below. In most of the #7..
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Managing Tomorrow’s Resources Today
590 Ygnacio Valley Road, Suite 105 Northern California
Walnut Creek, California 94596 Southern California
Telephone: 925/977-6950 www.hfh-consultants.com
July 12, 2024 5 HF&H Consultants, LLC.
procurements we have conducted for other cities, the contractor is required to reimburse the City for its consulting costs. HF&H will also explore other avenues for City reimbursement or on-going funding during the intake design meetings.
* * *
We appreciate this opportunity to be of assistance to the City. If you have any questions regarding our scope of work, please do not hesitate to contact me at 925-977-6957 or [email protected]. Sincerely,

HF&H CONSULTANTS, LLC
Rick Simonson
Senior Vice President
Executive Sr. Project
Manager
Sr.

Associate
Associate Admin Labor Total Cost
$ 340 $ 250 305 $ 185 $ 125 $ Hours $
1 Engagement Initiation Meeting 2 2 4 0 0 8 $ 2,290
2 Develop Request for Information 0 1 1 0 0 2 $ 555
3 Design Intake Meetings 4 12 12 12 4 44 $ 10,740
4 Develop List of City's Desired Services and Terms 4 6 10 0 0 20 $ 5,690 5 Meetings with Franchisees to Confirm Services and Terms 30 36 16 0 0 82 $ 25,180 6 Restate Franchise Agreement and Negotiate with Franchise Haulers 8 16 39 20 12 95 $ 22,550 7 Review Franchisees Cost/Rate Proposals 8 16 30 18 0 72 $ 18,430 8 Negotiate and Finalize Franchise Agreement Language and Rates 54 84 55 35 12 240 $ 65,705 9 Ad-hoc Meetings and Analysis 8 16 16 0 0 40 $ 11,600
10 Prepare for and Attend Up to Six Government Official Meetings 30 14 16 8 0 68 $ 19,950 Total Costs Excluding Expenses 148 203 199 93 28 671 $ 182,690 Expenses
$ 3,500
$ 186,190
Less: Reminaing Budget on Project S5079 $ (86,335)
Net Budget Amendment 99,855 $
Travel Expenses
Total Costs Including Expenses
Task Description
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MODESTO CITY COUNCIL
RESOLUTION NO. 2024-289

RESOLUTION APPROVING THE FIRST AMENDMENT FOR CONSULTANT SERVICES WITH HF&H CONSULTANTS, LLC., WALNUT CREEK, CA FOR

THE SOLID WASTE HAULERS AUDIT AND PERFORMANCE REVIEW
INCREASING THE AGREEMENT AMOUNT BY $99,855 TO A NEW TOTAL AMOUNT NOT TO EXCEED $249,855 OVER THE TERM OF THE ORIGINAL AGREEMENT; AND AUTHORIZING THE CITY MANAGER, OR HIS

DESIGNEE TO EXECUTE THE AMENDMENT
WHEREAS, Modesto has contracts with two private sector companies to collect residential, commercial, and industrial garbage, organics, and recyclables in the City; and WHEREAS, on June 27, 2023, by Resolution No. 2023-314, Council approved an agreement with HF&H Consultants LLC. to conduct an audit and performance review of the Haulers, to analyze the current rate setting methodology and test it for validity, as well as develop a new rate setting methodology; and
WHEREAS, the first phase included in-depth Hauler financial audits, and analysis of existing conditions (e.g., costs, rates, fees, methodologies, level of service, etc.). A report was prepared at the end of Phase 1 summarizing findings and recommending possible courses of action. Phase 2 was intended to develop a draft set of rate and fee methodologies and options for further consideration and potential adoption; and WHEREAS, upon completion of Phase 1, City staff indicated a desire to renegotiate the City’s current franchise agreements with its solid waste Haulers; and WHEREAS, it is in the best interest of the City to amend the current HF&H agreement for these services as HF&H has spent the preceding year evaluating the current agreements and gained an in depth understanding of the City’s needs. The proposed amendment will expand Phase 2 to include the negotiation of amending and restating the Haulers’ franchise agreements; and
08/13/2024/PW/RNguyen/Item 19 1 2024-289
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WHEREAS, Modesto Municipal Code Section 8-3.203 generally requires all purchases which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204 (f) “Where the Purchasing Manager, in her discretion, determines that it is appropriate to amend the services or goods provided under an existing agreement to include additional similar goods or services, of limited quantity or scope, to increase efficiency and avoid delays or disruptions to City projects or service.” NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the First Amendment for Consultant Services with HF&H Consultants, LLC., Walnut Creek, CA for the solid waste haulers audit and performance review increasing the agreement amount by $99,855 to a new total amount not to exceed $249,855 over the term of the original agreement.

BE IT FURTHER RESOLVED, that the City Manager, or his designee, is authorized to execute the amendment, in a form approved by the City Attorney. 08/13/2024/PW/RNguyen/Item 19 2 2024-289
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HF&H CONSULTANTS, LLC

STANDARD HOURLY RATES AND BILLING

ARRANGEMENTS
HF&H Consultants, LLC Page 1 of 2
(Effective January 1, 2023)1 Professional Fees
Hourly rates for professional and administrative personnel are as follows:

Position Rate
Executive $300 - $330
Senior Project Manager $285 - $305
Project Manager $245 - $270
Senior Associate $210 - $230
Associate Analyst $175 - $185
Assistant Analyst $150 - $160
Administrative Staff $115 - $145
Direct Expenses
Standard charges for common direct expenses are as follows:

Automobile Travel Prevailing IRS mileage rate
Airfare and Public Transit Actual Cost
Billing Policies
Our policy is to bill for our services based on the standard hourly rates of the staff member assigned, multiplied by the time required to perform the client-related tasks, plus the direct expenses as described above. In implementing this policy we adhere to the following practices:

It is our standard practice to e-mail invoices to our clients, although hard copies of invoices can be sent to clients on request.

We round to the nearest one-quarter hour (e.g., if two hours and 55 minutes are spent on a task, it is recorded as three hours, if two hours and 5 minutes are spent on a task, it is recorded as two hours).

A minimum charge of one-quarter hour is charged for any client work performed in a day.

We do not markup out-of-pocket expenses, however, we may charge administrative or professional time related to the provision of the goods and services associated with these charges.

If subcontractors are used, HF&H reserves the right to charge a 5% markup should the subcontractor’s services require cumbersome administrative oversight (e.g., multiple subcontractors; engagement turns out to solely require services of subcontractor, but HF&H as the prime must prepare billings).

Mileage fees are based on the round-trip distance from the point of origin. 1 Litigation Support and Expert Witness Services are not covered by this schedule of fees and expenses. #7..
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HF&H CONSULTANTS, LLC

STANDARD HOURLY RATES AND BILLING

ARRANGEMENTS
HF&H Consultants, LLC Page 2 of 2
If a client's change to a previously scheduled meeting results in penalties being assessed by a third party (e.g., airline cancellation fee), then the client will bear the cost of these penalties.

While no minimum fee for a consulting engagement has been established, it is unlikely (given the nature of our services) that we can gain an understanding of a client's particular requirement, identify alternatives, and recommend a solution in less than twenty-four consulting hours.

Insurance
We maintain the following policies of insurance with carriers doing business in California:

Comprehensive General Liability Insurance ($2,000,000 Occurrence/$4,000,000 Aggregate) Workers’ Compensation ($1,000,000)
Professional Liability Insurance ($2,000,000 Occurrence/$2,000,000 Aggregate) Hired and Non-Owned Auto Liability2($2,000,000)
Umbrella Liability ($3,000,000 Occurrence/$3,000,000 Aggregate) All costs incurred in complying with additional coverages or limits (excluding additional insured and waiver of subrogation endorsements) become the responsibility of the client and are not included in the fees for services or direct charges but are billed in addition to the contract at cost, plus any professional or administrative fees.

Invoices and Payment for Services
Our time reporting and billing system has certain standard formats that are designed to provide our clients with a detailed invoice of the time and charges associated with their engagement. (We typically discuss these with our clients at our kick-off meeting.) We are also pleased to provide our clients with a custom invoice format but we will have to bill the client for time spent conforming our invoices to their unique requirements.

Billings for professional services and charges are submitted every month, in order that our clients can more closely monitor our services. 2
HF&H Consultants does not own any company automobiles.
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06/27/2023/PW/RNguyen/Item 18 1 2023-314

MODESTO CITY COUNCIL
RESOLUTION NO. 2023-314

RESOLUTION APPROVING AN AGREEMENT WITH HF&H CONSULTANTS LLC., TO CONDUCT AN AUDIT AND PERFORMANCE REVIEW FOR THE

SOLID WASTE HAULERS, TO ANALYZE THE CURRENT RATE SETTING

METHODOLOGYAND TEST IT FOR VALIDITY, AND DEVELOP NEW

RATES METHODOLOGY, FOR A TOTAL AMOUNT NOT TO EXCEED
$150,000 AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO

EXECUTE THE AGREEMENT
WHEREAS, the City of Modesto has two contracted exclusive franchise hauler agreements with Bertolotti Disposal and Gilton Solid Waste for residential, commercial, and industrial solid waste services, and
WHEREAS, the City sets the maximum rate that the haulers may charge for the various types of services provided under the contracts based on cost data provided by the lowest cost hauler; and
WHEREAS, for Fiscal Year (FY) 22/23 rate review, both solid waste haulers submitted their audited financials; however, City staff found the computer modeling formula outdated and were unable to validate the numbers and data provided; and WHEREAS, Staff is recommending to hire a consultant to analyze the current rate setting methodology and test it for validity; and
WHEREAS, Consultant will also conduct an in-depth audit reviewing both hauler’s financials and develop a methodology to calculate the true cost of solid waste services currently being provided to the community and calculate the true cost of services that need to be provided due to changes in law and regulations; and WHEREAS, in accordance with Modesto Municipal Code Sec. 8-3.204(a), Exceptions to Formal Bidding Requirements, the Agreement is for Professional Services and, therefore, exempt from the bidding requirement. The approval for the Consulting DocuSign Envelope ID: 83623891-CB63-4207-8402-7ED81C999191 #7..
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06/27/2023/PW/RNguyen/Item 18 2 2023-314
services to HF&H Consultants LLC Conforms to Modesto Municipal Code 8-3.204, subsection (a) as they are providing Professional Services for conducting an audit and performance review for the solid waste haulers.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves an agreement with HF&H Consulting, LLC., to conduct an audit and performance review for the solid waste haulers, to analyze the current rate setting methodology and test it for validity, and develop new rates methodology, for a total amount not to exceed $150,000.

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

DocuSign Envelope ID: 83623891-CB63-4207-8402-7ED81C999191 #7..
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DocuSign Envelope ID: 83623891-CB63-4207-8402-7ED81C999191 #7..
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HF&H Consultants
590 Ygnacio Valley Rd. Suite 105
Walnut Creek, CA 94596
Phone: (925) 977-6950
Web: hfh-consultants.com
March 4, 2026
John Chavez
Integrated Waste Program Manager
City of Modesto
1010 10th Street
Modesto, CA 95354
Sent via email: [email protected]
Subject: Solid Waste Hauler Negotiations, Phase II – Budget Amendment Request Dear John,
HF&H Consultants, LLC (HF&H) is pleased to submit this proposal to the City of Modesto (City) to amend the Phase II scope of work under the City’s existing agreement with HF&H related to solid waste franchise audit and negotiation services.

In July 2023, the City Council approved an agreement with HF&H to support the City’s review of solid waste hauling rates and franchise terms, with work structured in two phases. Phase II was intended to develop updated rate and fee methodologies for City consideration.

Following completion of the initial work, the City requested that HF&H support the renegotiation of the City’s franchise agreements with its two solid waste haulers—Bertolotti Modesto Disposal and Gilton Solid Waste Management. As a result, Phase II was implemented as part of the broader franchise negotiation process.

As Phase II activities progressed, the scope of effort expanded to address additional City requests and negotiation-related needs that were identified during implementation. In addition, negotiations related to the amended franchise agreements extended over a longer period than originally anticipated due to their complexity and the need to coordinate among multiple parties. Additional detail regarding the expanded work performed to date is summarized below. Subsequent sections of this proposal outline the remaining work to be completed and a revised budget estimate to support successful project closeout.

HF&H appreciates the opportunity to continue supporting the City through this important effort and looks forward to assisting the City in successfully completing the franchise renegotiation process.

Overview of Expanded Phase II Activities
During implementation of Phase II, HF&H provided additional support beyond the originally anticipated scope in order to effectively advance the franchise renegotiation process. This additional work included, but was not limited to, the following:
• Expanded Franchise Agreement Design Process: It was initially budgeted to hold two meetings of two hours in duration. This process was more complex and took more time #7..
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March 4, 2026

Page 2 of 4 ends

than anticipated resulting in several months of additional meetings and correspondence to finalize the appropriate franchise terms.
• Expanded Franchise Agreement Revisions: Supplemental preparation and review of multiple iterations of the franchise agreements were required as City comments, hauler feedback, and legal guidance were incorporated. The evolving terms and a design intake process that unfolded over multiple steps necessitated additional updates to ensure alignment with policy direction and City objectives.
• Additional Meetings and Coordination: Participation in additional meetings with City staff, legal counsel, and solid waste haulers, including strategy discussions, negotiation sessions, and follow-up coordination beyond the originally anticipated level of effort. • Ordinance and Policy Support: Assistance with the development and refinement of ordinance-related language and supporting materials necessary to implement updated franchise and rate-setting provisions, added upon request by City staff. • Extended Negotiation Period: Ongoing advisory and analytical support over a longerthan-anticipated negotiation timeframe—while terms of the agreement remained under consideration—to respond to new issues, data requests, and revised proposals as negotiations progressed.
• Additional Rate and Cost Review: Supplemental updates and review of the cost and rate forms were performed as new information became available, ensuring consistency with evolving franchise terms and alignment with the City’s objectives. #7..
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HF&H Consultants
590 Ygnacio Valley Rd. Suite 105
Walnut Creek, CA 94596
Phone: (925) 977-6950
Web: hfh-consultants.com
City of Modesto Proposed Amendment Budget
Task Description
Executive Sr. Project
Manager
Sr.

Associate Associate Admin Labor Total Cost
$ 340 $ 305 $ 250 $ 185
$
125 Hours $
1 Work Completed and Not Invoiced 43 $ 15,266
2 In-Person Negotiations Meeting with Franchisees 0 42 4 0 0 46 $ 13,810 3 Virtual Meetings with Franchisees 3 18 18 0 0 39 $ 11,010 4 Ad-hoc Meetings and Analysis with City 4 10 10 0 0 24 $ 6,910 5 Update Franchise Agreement 2 8 16 0 24 50 $ 10,120
6 Review Franchisees Cost/Rate Proposals 2 20 0 0 0 22 $ 6,780 7 Develop Multi-Year Financial Model 2 12 4 0 0 18 $ 5,340 8 Attend Finance Committee Meeting 0 12 8 0 0 20 $ 5,660 9 Prepare for and Attend City Council Meeting 0 28 8 0 0 36 $ 10,540 10 Hauler Transition Assitance 2 24 40 0 0 66 $ 18,000
Total Costs Excluding Expenses 15 174 108 0 24 364 $ 103,436 Expenses
Travel Expenses $ 3,500
Total Costs Including Expenses $ 106,936
#7..
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HF&H Consultants
590 Ygnacio Valley Rd. Suite 105
Walnut Creek, CA 94596
Phone: (925) 977-6950
Web: hfh-consultants.com
* * * * *
HF&H appreciates this opportunity to be of service to the City. Should you have any questions or comments, please do not hesitate to contact me directly at (925) 977-6957 or [email protected].

Sincerely,

HF&H CONSULTANTS, LLC
Rick Simonson
Senior Vice President
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Jody Strait
John Chavez
Patrick Crowley
Mark Bolden
Dianne Love
DeAnna Christensen
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AGREEMENT TRANSMITTAL SHEET
Subject of Agreement: Vendor Name: Division:

Contact Person: Extension: Attorney Reviewer Name:

The attached agreement is the final agreement approved by Council on and pulled from Unity for routing via DocuSign.

The attached agreement is the final version approved through the under $100,000 Unity Workflow review and pulled from Unity for routing via DocuSign.

PINS Approval Business License
Council Agenda Report 700 Form (for Consultants)
Signed or Unsigned Resolution W-9
Council Meeting Minutes (Only if unsigned
Resolution is provided)
#7..
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1 FIRST AMENDMENT TO AGREEMENT
FOR HF&H CONSULTANTS, LLC.

RECITALS
This First Amendment to the Agreement HF&H Consultants Service is made with regard to the following recitals:

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

1. The scope of services set forth in Exhibit A of the Original Agreement shall be amended to include the services set forth in A1 , attached hereto and incorporated herein.

2. Section 3 of the Original Agreement shall be deleted in its entity, and replaced with the following;
#7..
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2 Consultant agrees to accept a sum not to exceed Two Hundred Forty-Nine Thousand and Eight Hundred Fifty-Five Dollars ($249,855) as full remuneration for performing all services and furnishing all staffing and materials for City in accordance with and A1 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 Net 45 Days via manual check.

3. Except as modified and amended by this First Amendment, all other provisions of the Original Agreement shall remain unchanged and in full force and effect. #7..
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3 IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this First Amendment to Agreement for Solid Waste Haulers Audit and Performance Review by its City Manager under authority of Resolution No. ________ , adopted by the Council of the City of Modesto and attestation by its City Clerk on the ________ day of _______________, 2024, and HF&H Consultants, LLC., has caused this FIRST AMENDMENT to be duly executed as of the Effective Date. #7..
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CITY OF MODESTO,
a municipal corporation
BY: ____________________________
JOSEPH P. LOPEZ, City Manager
ATTEST:
(Seal)
BY: ____________________________

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

BY: ____________________________
MATTHEW BRALEY, ARM-PE, Risk Manager
Federal ID # ___________
#7..
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Managing Tomorrow’s Resources Today
590 Ygnacio Valley Road, Suite 105 Northern California
Walnut Creek, California 94596 Southern California
Telephone: 925/977-6950 www.hfh-consultants.com
July 12, 2024 1 HF&H Consultants, LLC.

HF&H would work closely with the City and solid waste haulers to negotiate any necessary adjustment to the franchise agreements prior to execution. HF&H would also evaluate the accuracy and reasonableness of the proposed rates. Following agreement amongst the parties, HF&H would support the City through the franchise adoption process.
#7..
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Managing Tomorrow’s Resources Today
590 Ygnacio Valley Road, Suite 105 Northern California
Walnut Creek, California 94596 Southern California
Telephone: 925/977-6950 www.hfh-consultants.com
July 12, 2024 2 HF&H Consultants, LLC.

Following the final planning meeting, HF&H will provide the City with a “Franchise Design” document.

Task 4: Develop List of City’s Desired Services and Terms Following the design intake meetings, HF&H will develop a Term Sheet that includes a list of the City’s desired services and terms. HF&H will then host a two-hour virtual meeting with City Staff to review and discuss any required updates and provide two (2) rounds of revisions. Through our extensive experience negotiating agreements we have found that using Term Sheets to achieve material agreement between parties on key deal points prevents significant redrafting of the franchise agreements later in the process. #7..
- 643 -
Managing Tomorrow’s Resources Today
590 Ygnacio Valley Road, Suite 105 Northern California
Walnut Creek, California 94596 Southern California
Telephone: 925/977-6950 www.hfh-consultants.com
July 12, 2024 3 HF&H Consultants, LLC.

Upon receipt of the cost/rate forms, HF&H will review the materials and evaluate the cost/rate proposals.

The cost/rate proposal reviews will involve an initial check of the mathematical accuracy of the cost information and then an evaluation of the reasonableness of the proposed costs and related operating statistics. To the extent necessary, HF&H will connect with the franchisees to seek clarification on the cost proposal.
#7..
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Managing Tomorrow’s Resources Today
590 Ygnacio Valley Road, Suite 105 Northern California
Walnut Creek, California 94596 Southern California
Telephone: 925/977-6950 www.hfh-consultants.com
July 12, 2024 4 HF&H Consultants, LLC.

Our actual costs may be higher or lower than this amount, depending on the complexity of the City’s contracting process, the number of negotiation sessions required, and other factors that cannot be precisely estimated in advance. A detailed breakdown of estimated costs is included below. In most of the #7..
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Managing Tomorrow’s Resources Today
590 Ygnacio Valley Road, Suite 105 Northern California
Walnut Creek, California 94596 Southern California
Telephone: 925/977-6950 www.hfh-consultants.com
July 12, 2024 5 HF&H Consultants, LLC.
procurements we have conducted for other cities, the contractor is required to reimburse the City for its consulting costs. HF&H will also explore other avenues for City reimbursement or on-going funding during the intake design meetings.
* * * We appreciate this opportunity to be of assistance to the City. If you have any questions regarding our scope of work, please do not hesitate to contact me at 925-977-6957 or [email protected]. Sincerely,

HF&H CONSULTANTS, LLC
Rick Simonson
Senior Vice President
Executive Sr. Project
Manager
Sr.

HF&H CONSULTANTS, LLC

STANDARD HOURLY RATES AND BILLING

ARRANGEMENTS
HF&H Consultants, LLC Page 1 of 2
(Effective January 1, 2023)1 Professional Fees
Hourly rates for professional and administrative personnel are as follows:

It is our standard practice to e-mail invoices to our clients, although hard copies of invoices can be sent to clients on request.

A minimum charge of one-quarter hour is charged for any client work performed in a day.

We do not markup out-of-pocket expenses, however, we may charge administrative or professional time related to the provision of the goods and services associated with these charges.

Mileage fees are based on the round-trip distance from the point of origin. 1 Litigation Support and Expert Witness Services are not covered by this schedule of fees and expenses.

Exhibit B #7..
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HF&H CONSULTANTS, LLC

STANDARD HOURLY RATES AND BILLING

Insurance
We maintain the following policies of insurance with carriers doing business in California:

CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

August 13, 2024
July 19, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Bill Sandhu, Public Works Director
SUBJECT: First Amendment to the HF&H Consultants Agreement for the Solid Waste Haulers Audit and Performance Review
CONTACT: Rosene Nguyen, Integrated Waste Program Manager, [email protected], 209-577-5453
DESCRIPTION: Consider approving the First Amendment with HF&H Consultants, LLC., Walnut Creek, CA, for the Solid Waste Haulers Audit and Performance Review increasing the Agreement amount by $99,855, to a revised total amount not to exceed $249,855 over the term of the original agreement. (Funding Sources: Solid Waste Fund)
STRATEGIC PLAN ELEMENT:

Mode
Motivate and encourage staff and community members to identify and mitigate blight issues; current waste removal and city beautification policies and procedures.

BACKGROUND:

The City has contracts with two private sector companies to collect residential, commercial, and industrial garbage, organics, and recyclables. The City does not set the actual rate the collection companies can charge to pick up the solid waste. Instead, the City sets the maximum rate that the collection companies can charge for each type of service. Per the Service Agreement with the solid waste collection companies, if deemed necessary by the City Council, rate adjustments shall be made to become effective on or near July 1 of each year. A computer modeling formula is used to analyze audited financial data submitted by solid waste collection companies. The maximum rate that the collection companies may charge for each service is then based on the lowest cost H
costs increase or decrease.
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City Council, August 13, 2024
First Amendment to the HF&H Consultants Agreement for the Solid Waste Haulers Audit and Performance Review

Page 2 of 6 ends

The first phase included in-depth Hauler financial audits, and analysis of existing conditions (e.g., costs, rates, fees, methodologies, level of service, etc.). A report was prepared at the end of Phase 1 summarizing findings and recommending possible courses of action. Phase 2 was intended to develop a draft set of rate and fee methodologies and options for further consideration and potential adoption. Upon completion of Phase 1, City staff indicated a desire Haulers.

DISCUSSION:

HF&H met with City staff and Haulers to gather the necessary information to conduct an audit and performance review of the Haulers, to analyze the current rate setting methodology and test it for validity, and to develop a new rate setting methodology. Where applicable, they requested more information from the City or Haulers, conducted selected deep analysis of data, and evaluated the methodology for gathering or analyzing data. This project consists of two phases.

Phase 1 is the HF&H Audit summary and results, and Phase 2 includes creating a new rate setting methodology.

Phase 1:

HF&H conducted the following activities under guidance from City staff:

R eted
fiscal year, the annual rate adjustment application, and the standard rate adjustment methodology to understand the mechanisms with which the annual rates are calculated.

E of
allocation factors applied to the Haulers financial statements and assessed whether the allocation factor was reasonable or standard for the industry.

Benchmarked the residential, commercial, and residential bulky program costs against nearby jurisdictions or jurisdictions that have similar geographic structure and services.

They further inquired with each Hauler regarding costs that were higher than the benchmarked range.

Examined the current disposal, transfer, and organics pre-processing arrangements for each Hauler, including compensation for these services and their connection with the R
ledgers for certain expenses in the general and administrative categories.

After concluding this review and analysis, HF&H made the following recommendations:

1. Third Party Review of Gilton Allocation:
to the City is integrated with their accounting software, HF&H recommends that the #7..
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City Council, August 13, 2024
First Amendment to the HF&H Consultants Agreement for the Solid Waste Haulers Audit and Performance Review

Page 3 of 6 ends

software be reviewed periodically by a third party for accuracy and reasonableness. The

2. -Ton Rate: HF&H recommends the City consider creating a separate rate for contaminated organic material and the City and Haulers meet and confer to develop a load inspection program which will identify contaminated loads and a surcharge for loads determined to be contaminated.

3. Negotiate an Amendment to the Current Franchise Agreements: HF&H recommends negotiating an amendment to the current franchise agreement that addresses operational and informational concerns. HF&H also recommends the Haulers resubmit official cost and operations forms for the amendment to set a baseline to which future operations can be compared for reasonableness.

A. Modify Annual Rate Adjustment Methodology: The current annual rate guardrails to pro
current annual rate adjustment process through the amendment to adjust expenses based on local collective bargaining agreements or regional and classification specific Consumers Price Index (CPI). HF&H recommends that the new rate adjustment methodology calculate the compensation for disposal and organics pre-processing and delivery based on a build-up of tons multiplied by the rate at the destination facility. HF&H recommends tying the annual increase in the organics pre-processing rate to an index or other annual metrics.

B. Acceptable Disposal Location Designations: HF&H recommends designating the disposal facilities in the franchise agreements to ensures material flow is managed and predictable.

4. Transfer / Organics Pre-Processing Rate Benchmarking: HF&H recommends the City review the transfer/pre-processing rate to ensure it is within the range of acceptable market rates.

5. Future Fee Component Removals: When performing the upcoming annual rate adjustment process, the following fees should be removed to not double-compensate the Haulers: Weekly Organics Collection, SB 1383 Collection Fee, Organics Waste PreProcessing. For fiscal year 24/25 the following fee modifications were made:
a. Weekly Organics Collection: this fee was added to the rate structure on August 1, 2023; therefore it was not included in the review of the fiscal year 24/25 rates. b. SB 1383 Collection: The hauler financials from FY 22/23 include six months of this service (from January to June 2023) so roughly half of the cost of this service has been incorporated into the base rate. As a result, the suggested rate for FY 24/25 was reduced by half from $5.40 to $2.70 per residential customer per month.

Organic Waste Pre-Processing Fees: Beginning July 1, 2022, the haulers received this fee and began pre-processing organic waste; thus, the base rate includes the cost of this #7..
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First Amendment to the HF&H Consultants Agreement for the Solid Waste Haulers Audit and Performance Review

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service since it is based on FY 22/23. Analysis from HF&H recommended the removal of this fee when the base rate is updated to avoid double-charging.

6. Monthly Tonnage Reports: HF&H recommends the City either update and provide the Haulers with a revised reporting template or have the Haulers revise the current template for consideration by the City.

7. Detailed General Ledger Review: HF&H recommends placing a cap on annual increases to the general and administrative expenses through the annual rate adjustment methodology.

City staff have reviewed the recommendations provided by HF&H and agree that the actions they recommend will increase transparency and accuracy of the solid waste rate setting process.

Phase 2:

Phase 2 will begin after Council approval of the findings and recommendations presented by HF&H and will complete the remaining tasks under Resolution No. 2023-314 between the City and HF&H. Phase 2 entails analyzing the current rate setting methodology and developing a new rate setting methodology. City Council also directed staff to negotiate with the Haulers with the intent of amending and restating the current franchise contracts. It is in the best interest of the City to amend the current HF&H agreement for these services as HF&H has spent the preceding year evaluating the current agreements and gained an in-depth understanding of the ndment will expand Phase 2 to include the negotiation of amending and restating the
As such, Phase 2 now consists of the following:

Task 1: Engagement Initiation Meeting
Task 2: Develop Request for Information
Task 3: Design Intake Meetings
Task 5: Meetings with Franchisees to Confirm Services and Terms Task 6: Restate Franchise Agreement and Negotiate with Franchise Haulers Task 7: Review Franchisees Cost/Rate Proposals
Task 8: Negotiate and Finalize Franchise Agreement Language and Rates Task 9: Ad-hoc Meetings and Analysis
Task 10: Prepare for and Attend Up to Six Governmental Official Meetings Modesto Municipal Code Section 8-3.203 generally requires all purchases which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8- Manager, in her discretion, determines that it is appropriate to amend the services or goods provided under an existing agreement to include additional similar goods or services, of limited quantity or scope, to increase efficiency and avoid delays or disruptions to City projects or service.
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FISCAL IMPACT:

HF&H will perform the scope of work included as Exhibit A1 based on time and materials. The estimated total budget is $186,190. There is $86,335 remaining on current agreement with the City. Some of the tasks listed in the current scope of work were contemplated in the original project scope (e.g., developing a rate setting methodology); therefore, HF&H have applied the outstanding budget to this expanded project scope for a net requested amendment to the current project budget of $99,855.

Task Description Total Cost
1 Engagement Initiation Meeting $ 2,290
2 Develop Request for Information $ 555
3 Design Intake Meetings $10,740
4 $ 5,690
5 Meetings with Franchisees to Confirm Services and Terms $ 25,180 6 Restate Franchise Agreement and Negotiate with Franchise Haulers $ 22,550 7 Review Franchisees Cost/Rate Proposals $ 18,430
8 Negotiate and Finalize Franchise Agreement Language and Rates $ 65,705 9 Ad-hoc Meetings and Analysis $ 11,600
10 Prepare for and Attend Up to Six Governmental Official Meetings $ 19,950 Travel Costs $ 3,500
Total Cost $ 186,190
Remaining in Existing Agreement (Reso 2023-314) ($ 86,335) Net Budget of First Amendment $ 99,855
COMMITTEE RECOMMENDATION:

Due to the urgent nature of the action needed, this item was not presented to the Council Committee.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving the First Amendment for Consultant Services with HF&H Consultants, LLC., Walnut Creek, CA for the Solid Waste Haulers Audit and Performance Review increasing the Agreement amount by $99,855 to a new total amount not to exceed $249,855 over the term of the original agreement; and authorizing the City Manager, or his designee to execute the Amendment.
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First Amendment to the HF&H Consultants Agreement for the Solid Waste Haulers Audit and Performance Review

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Approved by:

Bill Sandhu, Public Works Director

Joseph P. Lopez, City Manager
Attachments:

1. Resolution

2. First Amendment

3. Exhibit A1 - HF&H Proposal

4. Original Signed Agreement (with all Exhibits)

5. Bid Waiver
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MODESTO CITY COUNCIL
RESOLUTION NO. 2024-289

RESOLUTION APPROVING THE FIRST AMENDMENT FOR CONSULTANT SERVICES WITH HF&H CONSULTANTS, LLC., WALNUT CREEK, CA FOR

DESIGNEE TO EXECUTE THE AMENDMENT
WHEREAS, Modesto has contracts with two private sector companies to collect residential, commercial, and industrial garbage, organics, and recyclables in the City; and WHEREAS, on June 27, 2023, by Resolution No. 2023-314, Council approved an agreement with HF&H Consultants LLC. to conduct an audit and performance review of the Haulers, to analyze the current rate setting methodology and test it for validity, as well as develop a new rate setting methodology; and
WHEREAS, the first phase included in-depth Hauler financial audits, and analysis of existing conditions (e.g., costs, rates, fees, methodologies, level of service, etc.). A report was prepared at the end of Phase 1 summarizing findings and recommending possible courses of action. Phase 2 was intended to develop a draft set of rate and fee methodologies and options for further consideration and potential adoption; and WHEREAS, upon completion of Phase 1, City staff indicated a desire to renegotiate ; and
WHEREAS, it is in the best interest of the City to amend the current HF&H agreement for these services as HF&H has spent the preceding year evaluating the current amendment will expand Phase 2 to include the negotiation of amending and restating the ; and
08/13/2024/PW/RNguyen/Item 19 1 2024-289
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WHEREAS, Modesto Municipal Code Section 8-3.203 generally requires all purchases which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8- re the Purchasing Manager, in her discretion, determines that it is appropriate to amend the services or goods provided under an existing agreement to include additional similar goods or services, of limited quantity or scope, to increase efficiency and av
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the First Amendment for Consultant Services with HF&H Consultants, LLC., Walnut Creek, CA for the solid waste haulers audit and performance review increasing the agreement amount by $99,855 to a new total amount not to exceed $249,855 over the term of the original agreement.

BE IT FURTHER RESOLVED, that the City Manager, or his designee, is authorized to execute the amendment, in a form approved by the City Attorney. 08/13/2024/PW/RNguyen/Item 19 2 2024-289
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CTY OE

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

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

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

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

1. Have you, your company, or any agent on behalf of you or your company, made any political contributions of more than $500 to any City officer, in the twelve (12) months preceding the date of the submission of your proposals or the anticipated date of any Council action related to this contract?
YES If yes, please identify the Councilmember(s):

V No

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

HEREBY CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.

Date
}}F>} Cow'Sur4)T LL,
Company/Applicant Name
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

April 27, 2026
Date: February 23, 2026
.

TO: Finance Committee
David Wright, Chair
Nick Bavaro, Vice-Chair
Rosa Escutia-Braaton, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: DeAnna Christensen, Director of Finance
SUBJECT: Banking Services Agreement, Letter of Credit and Standby Certificate Purchase Agreement Extensions
CONTACT: Dianne Love, Purchasing Manager, [email protected], 209-571-5164
DESCRIPTION:

Consider the Award of Proposal and Agreement for Banking Services to BMO Bank National Association (NA), Sacramento, CA for a total amount not to exceed $282,220 over six (6) years; Consider a three-year extension for the Irrevocable Direct Pay Letter of Credit (LOC) issued by BMO Bank N.A. supporting the 2008 Lease Revenue Refunding Bonds (LRB Bonds); Consider a three-year extension for the Standby Certificate Purchase Agreement with BMO Bank N.A. supporting the 2008 Water Certificate of Participation Bonds (Water COPS) and forwarding to Council for approval. (Funding Source: Various Funds)
STRATEGIC PLAN ELEMENT:

This item supports the City of Modesto 2025-2026 Strategic Plan focus of Governance and Service Delivery under Goal H: Achieve Long-Term Financial Sustainability.

BACKGROUND:
2008 Lease Revenue Refunding Bonds (LRB Bonds)
The 2008 Lease Revenue Refunding Bonds were issued to refund the Series 1998 and Series 2007 Lease Revenue Bonds (together the “Prior Bonds”) in the amount of $65,170,000. The bond balance for these bonds as of March 1, 2025, is $32,755,000 with a maturity date of September 1, 2033. The Prior Bonds were issued to assist in the #8..
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Finance Committee, April 27, 2026
Banking Services Agreement, Letter of Credit and Standby Certificate Purchase Agreement Extensions

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financing of certain public capital improvements in the City which consist of the following: (i) the former Redevelopment Agency’s parking garage, (ii) the City’s one-half interest in the City-County Joint Power Agency’s administration building, (iii) the City’s police headquarters building and police operations building, (iv) certain miscellaneous City properties and (v) the City’s one-half undivided interest in the Communications Dispatch Center. The LRB Bonds are variable rate bonds that currently reset on a weekly basis and require a credit and liquidity facility.

On June 7, 2016, by Resolution 2016-243, the City approved a three-year extension of the LOC for these Bonds at 60 basis points (0.60%) and a reduction in banking pricing modification by around 21% with Bank of America. Bank of America also removed the requirement for the City to maintain a $7 million reserve for the General Fund unassigned fund balance.

On July 10, 2018, by Resolution 2018-276, the City Council approved an Amendment of the Banking Services Agreement with Bank of America to align the expiration dates for the banking services and LOC to June 2019. The City was then in the process of developing a Request for Proposal (RFP) to solicit the LOC and banking services for the City to evaluate the service needs, governmental banking services, and overall cost savings for these services.

On May 7, 2019, by Resolution 2019-224, the City Council approved a Reimbursement Agreement among Bank of the West, the City of Modesto and Modesto Public Financing Authority related to the authority’s LRB Bonds for a four-year term. The four-year term was at 37.5 basis points (0.375%) per year which was a decrease of 22.5 basis points (0.225%) from the prior agreement with Bank of America. On June 22, 2019, the Bank of America LOC was replaced with a Bank of the West LOC. In early 2023, Bank of the West was acquired by BMO Harris Bank, N.A., now known as BMO Bank, N.A..

On April 11, 2023, by Resolution 2023-190, the City Council approved a three-year extension of the BMO Bank N.A. LOC supporting the LRB Bonds with an expiration date of June 8, 2026. The three-year term was at 34 basis points (0.34%) per year which was a decrease of 2.5 basis points (0.025%) from the original agreement with BMO Bank N.A.
2008A Water Refunding Revenue Certificates of Participation (Water COPS) The Water COPS were issued to refund the 2006 bond issued to provide funding for construction for new downstream water facilities and various water distribution systems improvements. The Water COPS had an original outstanding par amount of $47,625,000. The Water COPS are variable rate bonds that reset on a weekly basis and require a liquidity facility. The obligations due on these bonds is $35,165,000 as of March 1, 2026, with a final maturity date of October 1, 2036. #8..
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Finance Committee, April 27, 2026
Banking Services Agreement, Letter of Credit and Standby Certificate Purchase Agreement Extensions

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On May 26, 2020, under Resolution 2020-241, Council approved a three-year extension of the irrevocable direct pay letter of credit issued by JPMorgan Chase Bank, National Association, which supported the Water COPS. The three-year extension was at a 57.5 basis points (0.575%) per year from the prior agreement.

On April 13, 2023, under Resolution 2023-191, Council approved a three-year Standby Certificate Purchase Agreement (SCPA) with BMO Harris Bank N.A., now known as BMO Bank, N.A., supporting the Water COPS. The three-year term was at 30 basis points (0.30%) per year which was a decrease of 27.5 basis points (0.275%) from the prior agreement with JP Morgan. On June 8, 2023, the JPMorgan Chase Bank, National Association, LOC was replaced with the BMO Harris Bank N.A. SCPA. The SCPA will expire on June 8, 2026.

Banking Agreement
The City requires Treasury services to manage and maintain day-to-day cash deposits and disbursements for the City business activities. City staff needs to maintain daily reporting to monitor all banking activity and manage the bank reconciliation for all City accounts. As part of these services, the City needs to ensure to utilize a banking institution that maintains up-to-date security controls to eliminate fraud and cybersecurity activity for all City banking activity. In addition, this agreement incorporates services for the City’s commercial card program and virtual card payments to the City’s vendors. By incorporating the banking services and the LOC and SCPA for the City’s two bonds, the City has generated significant savings due to reductions in banking fees and aggregate fees for the LOC and SCPA.

On May 7, 2019, by Resolution 2019-225, the City Council approved the Award of Proposal and Agreement for Banking Services to Bank of the West, Monterey Park, CA, for a four-year Agreement with three (3) one-year extension options, for an annual cost not to exceed $30,691 and a total amount not to exceed $213,374 over seven (7) years with an expiration date of May 7, 2026.

DISCUSSION:

On February 4, 2025, the City Manager authorized the Purchasing Manager to solicit the procurement for Banking Services and Liquidity Services. On December 19, 2025, the Purchasing Division issued Request for Proposals (RFP)-00011 for the Banking Services and Liquidity Services on the City’s OpenGov public bidding website under various commodity codes.1 817 Prospective bidders were notified online, and 33 bidders downloaded the bid which included one (1) local bank.

On January 27, 2026, six (6) proposals were formally opened in the City Clerk’s office and broadcast via Microsoft Teams Livestream. Six (6) chose to respond, there were no 1 20911, - Accounting, Financial and Bookkeeping services, 91804- Accounting and Financing Consulting Services, 91849 – Financial Consulting, 94600 – Financial Services, 94625 – Banking Services, 94656 – Investment Management Services, 95800 – Management Services, 96258 – Professional Services
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Finance Committee, April 27, 2026
Banking Services Agreement, Letter of Credit and Standby Certificate Purchase Agreement Extensions

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local proposals, and two (2) proposals were deemed non-responsive, since they did not meet all of the specification requirements defined in the proposal.

An evaluation committee comprised of six (6) City staff members which included the Director of Finance, Accounting Manager, Senior Financial Analyst, two (2) Financial Analyst (Payroll and Accounts Payable) and an Account Technician (Cashiering) evaluated the proposals. The evaluation was based on the following criteria:
• Security Measure to minimize fraud
• Ability to provide efficient and user-friendly web-based products and service • Ability to support products and provide both online and live training • Reliability, experience, and quality of customer service • Experience in providing services to the public sector, as well as dedicated resources and personnel
• Financial strength and capitalization in banking market • Client References
• Cost
Based on being ranked highest in total evaluation criteria, the evaluation committee recommends awarding the proposal for the Banking Services and Liquidity Services to BMO Bank N.A., Sacramento, CA. The top two (2) highest ranked proposers were provided an opportunity to present to the evaluation committee to highlight why they should be the awarded bank, and BMO Bank showcased their customer service and service skills in the public sector market. Additionally, BMO demonstrated their expertise in the banking market and the on-going efforts to stay on top of this changing market especially with fraud and security measures across all services.

Modesto Municipal Section 8-3.203 requires all purchases, which meet or exceed $100,000 for material, equipment or contractual services to be formally bid. Based on the responsive and responsible highest score proposer offering the Banking Services and Liquidity Services which conforms to the Modesto Municipal Code, 8-3.203, City staff recommends the Award of Proposal for Banking Services and Liquidity Services to BMO Bank N.A., Sacramento, CA.

FISCAL IMPACT:

As part of the Banking Services agreement with BMO Bank N.A, they are committed to provide the following competitive pricing and incentives:
• $25,000 Renewal Bonus as part of the continuing partnership #8..
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Finance Committee, April 27, 2026
Banking Services Agreement, Letter of Credit and Standby Certificate Purchase Agreement Extensions

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• $19,500 Retentive Incentives includes:
o Six-month analysis fee waiver
o Complimentary Banking Supplies
o Scanners – No cost check deposit scanner
When comparing the banking fee pricing for the Banking Services, BMO Bank N.A was the second lowest priced proposal, but they also incorporated estimated banking supplies that were not factored by the other proposers.

For the Liquidity Services, BMO Bank was the lowest bidder for the aggregate LOC and SCPA fees compared to the other banking firms. Their bid was an estimated $38,000 lower over a 3-year extension term compared to next lowest pricing made by Bank of America.

LOC (3
years)
SCPA (3
years)
Total
Liquidity
Fees
Additional
Fees2
Total
Aggregate
Cost
BofA $305,194 $289,238 $594,433 $345,000 $939,433
BMO $257,006 $298,569 $555,574 $100,000 $655,574
JP
Morgan $679,128 $447,853 $1,126,981 $356,000 $1,482,981 Wells
Fargo $391,871 $345,220 $737,092 $371,600 $1,108,692
CEQA/NEPA REQUIREMENTS:

This item does not constitute a “project” within the meaning of California Environmental Quality Act (CEQA) Guidelines Section 15378 and requires no environmental review.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the Award of Proposal and Agreement for Banking Services to BMO Bank National Association (NA), Sacramento CA for a two (2) year agreement with four (4) one-year extension options, for an estimated annual amount of $47,037 and a total amount not to exceed $282,220 over six (6) years and forwarding to Council for approval.
2 Apart from the annual liquidity fees there are other one-time upfront costs to be considered. An “extension” with the City’s current provider BMO Bank would result in much lower upfront costs relative to a “replacement” liquidity facility with a new bank. A “replacement” requires more work and documentation - negotiating new agreements with the replacement bank, revisions to the Official Statements and new ratings – resulting in higher upfront costs for the bank’s counsel, bond counsel, municipal advisor, trustee, remarketing agent, remarketing agent counsel and rating agencies. The total variance in upfront fees to “extend” versus “replace” is estimated at ~$245,000 resulting in aggregate variance in annual liquidity fees and up-front fees to over $283,000 in favor of BMO Bank.
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Motion recommending a three-year extension for the Irrevocable Direct Pay Letter of Credit (LOC) with BMO Bank N.A. supporting the 2008 Lease Revenue Refunding Bonds (LRB Bonds) and forwarding to Council for approval.

Motion recommending a three-year extension for the Standby Certificate Purchase Agreement with BMO Bank N.A. supporting the 2008 Water Certificate of Participation Bonds (Water Bonds) and forwarding to Council for approval.

Approved by:

DeAnna Christensen, Director of Finance
Joseph P. Lopez, City Manager
Attachments:
1) Draft - Banking Services Agreement – BMO
2) Exhibit B – RFP Document
3) Exhibit D – Insurance Requirements
4) Exhibit E – Pricing
5) Exhibit F – Contract for Deposits
6) Financial Interest Disclosure (FID)
7) Levine Act
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1 ANNUAL AGREEMENT FOR
BANKING SERVICES AND LIQUIDITY FACILITIES – AGREEMENT #321980 This agreement, hereinafter called AGREEMENT, made and entered into in the City of Modesto, State of California, this _______ day of ________________, 2026, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and BMO Bank N.A., a California corporation, hereinafter called CONTRACTOR.

W I T N E S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2026- ______ authorizing the Award of Proposal and agreement for the Banking Services and Liquidity Facilities to CONTRACTOR, attached hereto as Exhibit “A” and made a part hereof, and
WHEREAS, the CONTRACTOR provided a responsive and responsible submittal that best meets the CITY needs, attached hereto as Exhibit “B” and made a part hereof, and WHEREAS, the CITY and CONTRACTOR shall enter into an agreement for the Banking Services and Liquidity Facilities as described in RFP-00011, attached hereto as Exhibit “C” and made a part hereof (hereinafter called RFP).

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

1. THE WORK:

A. CONTRACTOR shall furnish all labor, materials, equipment, fuel, tools, licenses, and insurance necessary to perform and complete the required work as specified in Exhibit “B”, and in strict accordance with the conditions of the complete AGREEMENT.

B. CONTRACTOR shall do and perform the work contemplated hereby in a good workmanlike manner under the direction of and to the satisfaction of the CITY Representative. #8..
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2 C. CONTRACTOR shall maintain proper insurance with the CITY for the duration of the AGREEMENT.

D. CONTRACTOR shall maintain a CITY business license for the duration of the AGREEMENT.

E. CONTRACTOR shall furnish said services at the following AGREEMENT rates for an estimated annual amount of $47,037. The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $282,220. Unless the services provided are for a lump sum or flat fee, fees for work performed by CONTRACTOR on an hourly basis shall not exceed the amounts shown on Bid attached hereto as Exhibit "B".

F. The AGREEMENT pricing is attached hereto as Exhibit "E". Pricing during AGREEMENT Year one and two shall be as set forth in Exhibit "E", attached hereto and made a part hereof by this reference.

G. The AGREEMENT shall include Contract for Deposit of Public funds is attached hereto as Exhibit "F", attached hereto and made a part hereof by this reference.

2. CITY REPRESENTATIVE:

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

3. CONTRACTOR CONTACT:

Robye Kumar
(916) 213-4401
[email protected]

4. TERM OF AGREEMENT:

The term of the AGREEMENT shall be for a period of two (2) years, with four (4) one-year extension options at the sole discretion of CITY, for a total of up to six (6) years.

Year 1: JUNE 1, 2026 through MAY 31, 2027
Year 2: JUNE 1, 2027 through MAY 31, 2028
Year 3: JUNE 1, 2028 through MAY 31, 2029
Year 4: JUNE 1, 2029 through MAY 31, 2030
Year 5: JUNE 1, 2030 through MAY 31, 2031
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3 Year 6: JUNE 1, 2031 through MAY 31, 2032
Price increases for any subsequent AGREEMENT years following the second year shall not exceed the percentage change in the Consumer Price Index (CPI) for West Urban Area in any one AGREEMENT year and shall be negotiated through the Purchasing Division. Requests for price increases shall be submitted by CONTRACTOR in writing, ninety (90) days prior to the annual anniversary date of the AGREEMENT to be effective for the subsequent year.

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

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

5. INSURANCE REQUIREMENTS:

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

6. PAYMENT:

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

Invoice to: City of Modesto
Attn: Accounts Payable
P.O. Box 642
Modesto, CA 95353
Email to: [email protected]
At a minimum, invoices shall state the following:
• This AGREEMENT number 321980
• CITY department/division name and address
• Billing period
• Service hours worked day and week
• Unit price, extended price, sales tax and total
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4 7. INDEMNITY:

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

8. VENUE & GOVERNING LAW:

Venue for any dispute or claim arising or related to this AGREEMENT its performance, breach, or interpretation (including issues about its validity or enforceability), shall be exclusively in the Superior Court of Stanislaus County or the United States District Court for the Eastern District of California.

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

9. 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.

10. COMMENCEMENT AND COMPLETION OF THE WORK:

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

A. Proofs of insurance (approved by CITY Risk Manager); and B. Resolution No.2026 - _______;
C. CONTRACTOR Bid submittal;
D. RFP-00011;
E. Contractor’s City of Modesto business license

11. TERMINATION OF SERVICES:

Termination for Default: In the event either party fails to perform under this AGREEMENT or breaches any condition contained herein, the other party shall notify in writing the breaching party of the nonperformance. Within 10 days after receipt of notification, the breaching party shall correct any non- #8..
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5 performance to the reasonable satisfaction of the non-breaching party, or such other time as may be identified in the notice. Failure to correct any non-performance shall allow the non-breaching party to terminate this AGREEMENT for cause.

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

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

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

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

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

12. COMPLIANCE WITH ALL LAWS:

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

13. FAILURE TO PERFORM SATISFACTORY WORK:

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

A. Consent to accept such unsatisfactory service with an appropriate adjustment in contract price, based on established cost factors,
B. Have such required work done by CITY forces or otherwise, and charge the cost thereof to the CONTRACTOR, or
C. Recommend termination of AGREEMENT between said the CONTRACTOR and the City of Modesto.

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

14. ASSIGNMENT OF RIGHTS:

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

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

16. CONTRACTOR'S RESPONSIBILITY FOR DAMAGES:

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

17. NOTICES:

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

CONTRACTOR: BMO Bank N.A.

Attention: Robye Kumar
500 Capitol Mall Suite 1200
Sacramento, CA 95814
(916) 213-4401
[email protected]
CITY: City of Modesto
Purchasing Division
Attention: Carol Wattle
P.O. Box 642
Modesto, CA 95353
(209) 577-5405 [email protected]
Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

18. SIGNATORY(IES) FOR CONTRACTOR:

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

19. QUANTITIES:

No minimum or maximum is guaranteed or implied.
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8 20. FUNDING:

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

21. OTHER GOVERNMENT/PUBLICLY FUNDED AGENCIES:

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

22. NON-DISCRIMINATION:

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

The CONTRACTOR and any allowed subcontractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination. The CONTRACTOR and any allowed subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et seq.) and the applicable regulations promulgated thereunder (California Administrative Code, Title 2, and Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12900, set forth in Chapter 5 of Division 4 of Title 2 of the California Administrative Code, are incorporated into this contract by reference and made a part hereof as if set forth in full.

B. The CONTRACTOR and any allowed subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.

C. The CONTRACTOR shall include the nondiscrimination and compliance provisions of this clause in any allowed subcontracts to perform SERVICES.

D. The CONTRACTOR shall permit access by representatives of the Department of Fair Employment and Housing and the CITY upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours’ notice, to such of its books, records, accounts, other sources of information and its facilities as said Department or CITY shall require to ascertain compliance with this AGREEMENT.

E. By executing this AGREEMENT, CONTRACTOR certifies that it shall follow and be in compliance with the Americans with Disabilities Act of 1990, the applicable administrative requirements promulgated in response thereto, and any other applicable Federal laws and #8..
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9 regulations relating to handicap discrimination and participation and will continue to do so for at least the duration of the AGREEMENT and any extensions thereof.

23. CONTRACTOR LICENSES & PERMITS:

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

24. RECORDS:

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

25. FACILITIES AND EQUIPMENT:

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

26. INDEPENDENT CONTRACTOR; NOT AGENT:

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

27. DRUG FREE WORKPLACE:

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

28. ASSIGNMENT:

Neither this AGREEMENT nor any SERVICES hereunder shall be subcontracted or assigned by CONTRACTOR without the prior written consent of the CITY in each and every instance. #8..
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10 29. 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.

30. HEADINGS NOT CONTROLLING:

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

31. MISCELLANEOUS:

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

32. ENTIRE AGREEMENT:

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

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

33. PARTIAL INVALIDITY:

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

IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attested by its City Clerk under authority of Resolution No. 2026 - _______, adopted by the Council of the City of Modesto on the 12th day of May, 2026 and BMO Bank N.A. has caused this Agreement to be duly executed. #8..
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1 REQUEST FOR PROPOSALS (“RFP”) NO. RFP-00011
FOR

BANKING SERVICES AND LIQUIDITY FACILITIES
PROPOSALS DUE: January 27, 2026 at 11:00 am
CITY OF MODESTO CONTACT: Carolanne Wattle, Senior Buyer E-MAIL ADDRESS: [email protected]
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REQUEST FOR PROPOSALS # RFP-00011

BANKING SERVICES AND LIQUIDITY FACILITIES
2 Table Of Contents

NOTICE TO PROPOSERS

CALENDAR OF EVENTS

VIRTUAL BID OPENING

GENERAL PROPOSAL REQUIREMENTS

AWARD OF AGREEMENT

PRICING SCHEDULE

PROPOSAL

TECHNICAL SPECIFICATIONS AND REQUIREMENTS

SAMPLE STANDARD AGREEMENT FOR CONSULTANT SERVICES
EXHIBIT C: INSURANCE REQUIREMENTS FOR SERVICES
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REQUEST FOR PROPOSALS # RFP-00011

BANKING SERVICES AND LIQUIDITY FACILITIES
3 NOTICE TO PROPOSERS
NOTICE IS HEREBY GIVEN that the City of Modesto, County of Stanislaus, State of California (“City”), will receive proposals (each, a "Proposal") through its OpenGov Procurement portal from qualified Proposers (each, a “Proposer”) for the furnishing of Banking Services and Liquidity Facilities services (the “Services”) for the City of Modesto, Finance Department, Accounting Division. Proposals are due prior to 11:00 am on Tuesday, January 27, 2026.

Any equipment, materials, and supplies shall be furnished F.O.B. City of Modesto (delivery charges borne by Proposer, included in the Services pricing herein, and not separately charged to the City). Proposers are highly recommended to download all RFP documents from the City’s Purchasing Division website at https://procurement.opengov.com/portal/modestogov/projects/150467; RFP documents shall include all specifications necessary for Proposers to submit a responsive Proposal.

Each Proposal shall be submitted electronically through the City's OpenGov Procurement portal prior to 11:00 am on Tuesday, January 27, 2026 at which time Proposals will be opened and recorded. All Proposals shall be available for review following City Council award approval at the Purchasing Division, 1010 Tenth Street, 5th Floor, Suite 5300, Modesto, CA 95354.

Proposals will be received only in the manner shown above, and prior to the time indicated. Any Proposal received at or after said time and/or date, or in a manner other than the manner stated above cannot be considered and will be ignored.

The City of Modesto assumes no responsibility for delay in the upload or submittal of a Proposal. Proposals received in any other format will not be accepted.

The City reserves the right to reject any or all Proposals or to waive any informalities or minor irregularities in a Proposal.

No Proposer may withdraw its Proposal for a period of one hundred twenty (120) days after the date set for the opening thereof.
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REQUEST FOR PROPOSALS # RFP-00011

BANKING SERVICES AND LIQUIDITY FACILITIES
4 CALENDAR OF EVENTS
RFP Issued: December 19, 2025
Questions Due via City's OpenGov
Procurement portal:

January 2, 2026, 5:00pm
Addendum Issued (if required): January 13, 2026
Proposal Due Date & Time: January 27, 2026, 11:00am
Approximate Contract Award Date: May 2026

CITY CONTACT
All questions regarding these specifications, terms, and conditions shall be submitted through the Question & Answer area of the City's OpenGov Procurement portal prior to 5:00 pm on Friday, January 2, 2026.

The City will respond to questions through the OpenGov portal where answers can be found in the Question & Answer tab; however, if a response to a question elicits a change to the bid documents, an addendum will be posted through the OpenGov portal under the Addenda & Notices tab. All contact between Proposer and the City regarding the Proposal process shall be through the City's OpenGov Procurement portal. Attempts by the Proposer to contact City personnel regarding this RFP and associated process may result in disqualification of the Proposer. Notwithstanding the foregoing, information intentionally or un-intentionally provided by any person other than the City Contact may not be correct and will not be binding upon the City.

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

PRECEDENCE
Proposer agrees that any agreement resulting from City’s acceptance of its Proposal, together with the terms in any City agreement and associated specifications provided by the City to Proposer therewith, shall comprise the entire agreement between City and Proposer. Moreover, Proposer agrees that any additional or contrary terms contained in Proposer’s acknowledgement of, shall be null and void. #8..
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REQUEST FOR PROPOSALS # RFP-00011

BANKING SERVICES AND LIQUIDITY FACILITIES
5 VIRTUAL BID OPENING
The City of Modesto will be broadcasting Proposal openings live electronically via Microsoft Teams at 11:00 am (Pacific Time) on Tuesday, January 27, 2026. The City Clerk Record of Proposal document should be available on the City's OpenGov Procurement portal by the end of the same day.

The public Proposal opening for this Request for Proposals will be available using the URL link provided below. By submitting your Proposal for the above-stated RFP you acknowledge, understand, and agree to this modified Proposal opening procedure.

URL: https://teams.microsoft.com/l/meetupjoin/19%3ameeting_NTI0YzBiMDMtNDQ0Yi00YjNlLWIwZjYtYzg4ZDVjMDdkM2Mz%40thread.v2/0?co ntext=%7b%22Tid%22%3a%22125ccacf-fc61-463c-9976-
189f876ff90b%22%2c%22Oid%22%3a%229715c333-c997-4dd7-8984-12cd4deaa705%22%7d Call-In#: 1 469-998-7409
Conference ID: 961 656 049#
Should you have any questions regarding this, please do not hesitate to contact Carolanne Wattle. #8..
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REQUEST FOR PROPOSALS # RFP-00011

BANKING SERVICES AND LIQUIDITY FACILITIES
6 GENERAL PROPOSAL REQUIREMENTS

PROPOSAL SUBMITTAL
Proposers shall submit proposals through the City's OpenGov Procurement portal. No hard copy proposals or proposals submitted in any other manner as that prescribed within this Request For Proposal will be accepted.

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

PROPOSER COSTS INCURRED IN RESPONDING TO RFP
All costs associated with the preparation and submission of a Proposal shall be borne by the Proposer.

ADDENDA
In order to obtain any addenda information, throughout the RFP period, Proposer is responsible for regularly checking this RFP on the City of Modesto’s OpenGov Procurement portal at https://procurement.opengov.com/portal/modestogov/projects/150467. Changes identified in any addenda issued will modify this RFP and specifications. The addenda will become a part of this RFP and Proposer’s resultant Proposal. Proposer shall individually acknowledgement every addendum as part of their proposal to indicate that the Proposer has confirmed that it has received all addenda issued for RFP and has included costs for such in the Proposal submitted. Failure to acknowledge all issued addenda may cause Proposer’s Proposal to be considered nonresponsive.

PROPOSER EXCEPTIONS
All exceptions taken to this RFP and associated specifications shall be specifically and clearly identified on Exceptions, Clarifications and Amendments Form provided with this RFP. Failure to comply with this provision may deem the Proposal as non-responsive. Please review the Sample Agreement and make note on the Exceptions, Clarifications, and Amendments Form for any changes. Exceptions taken shall not affect the overall performance and quality of equipment, materials and/or services required by the City. The Purchasing Manager or designated agent shall make the final decision regarding the acceptability of equipment, materials and/or services with exceptions.

COMPLETE PROPOSAL DOCUMENT
The following City of Modesto forms provided with this RFP constitute the makeup of a complete Proposal document and shall be signed wherever indicated and be submitted to the City as required by this RFP.

Failure to furnish any of these documents or information required within such documents may result in disqualification of Proposer.
• Pricing Schedule
• Proposer Exceptions, Clarifications, Amendments (if applicable) #8..
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REQUEST FOR PROPOSALS # RFP-00011

BANKING SERVICES AND LIQUIDITY FACILITIES
7 • Proposer Customer References
• Financial Interest Disclosure
• Proposer Company History Statement
• Proposer Financial Statements
• Addenda Acknowledgement
• Proposer Experience and Certifications
• California Levine Act Disclosure

CITY ACCEPTANCE/REJECTION OF IRREGULAR PROPOSALS
An agreement shall be awarded to the Proposer whose Proposal most closely satisfies the needs of the City and is deemed the most advantageous to the City. The City reserves the right to reject any or all Proposals or to waive any informalities or minor irregularities in a Proposal.

COMPLIANCE/NON-COMPLIANCE
If Proposer cannot comply with a specification requirement in this RFP, note such requirement(s) on the Exception, Clarifications, Amendments Form provided with this RFP. Please be sure to note the specification paragraph, your exception, and your recommendation for each individual exception. The Purchasing Manager will evaluate your recommendation. If after evaluation it is determined that the Proposer is not in compliance with the specification, the Proposal may be rejected.

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

INDEMNITY
Proposer, if awarded an agreement, will be required to hold the city, its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, #8..
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BANKING SERVICES AND LIQUIDITY FACILITIES
8 judgements or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of Proposer, its agents, officers, employees, and volunteers relating to or during the performance of its obligations under this Proposal. Contractor’s obligation to defend, indemnify, and hold the city, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this Proposal for Proposer to procure and maintain a policy of insurance. With reference to the foregoing, the parties agree that all risk of loss, including but not limited to damages, property losses and defense of thirdparty suits, arising out of or relation to the operation of city-owned vehicles by Contractor’s employees is apportioned to Contractor in accordance with the provisions contained in indemnity.

PROPOSER REPRESENTATION
Proposer represents that:
• Proposer has had an opportunity to examine and has examined any and all of the documents, including specifications, any resultant contract and supporting data, and that it has, from the information contained in such documents, specifications, and data, fully acquainted itself with all conditions relevant to the work.
• Proposer has made all reasonable investigations essential to a full understanding of the difficulties, which may be encountered in performing the work.
• Proposer will complete the proposed services for the compensation stated in any resultant agreement. • Proposer assumes full and complete responsibility for all conditions relevant to the proposed services and all risks in connection therewith.
• Proposer represents that it is fully qualified to perform the proposed services in accordance with the terms of any resultant agreement within the time specified therein.

RFP TERMS
The City is soliciting Proposals from qualified firms (each a “Proposer”) to fulfill the City’s requirements per the specifications, terms and conditions contained in this Request for Proposals (“RFP”). Obligations assumed by such signature will include the following:

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

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

3. Award:
a. Unless otherwise specified by the Proposer or the RFP gives notice of an all-or-none award, the City may accept any item or group of items of any Proposal. b. Proposals are subject to acceptance by the City at any time within one hundred twenty (120) days of opening, unless otherwise specified in the RFP. A Proposer shall not change its Proposal within such time frame
c. A valid contract based on the sample agreement attached to the RFP and the Proposal shall be mailed, or otherwise furnished, to the successful Proposer within the time for acceptance specified, and such contract shall be a binding contract without further action by either party.

The contract shall be interpreted, construed and given effect in all respects according to the laws of the State of California.

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

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

6. Rights and Remedies of City’s for Default:
a. In the event any item furnished by the Proposer in the performance of the contract or purchase order should fail to conform to the specifications therefore or to the sample submitted by the #8..
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REQUEST FOR PROPOSALS # RFP-00011

BANKING SERVICES AND LIQUIDITY FACILITIES
10 Proposer with its Proposal, the City may reject the same, and it shall thereupon become the duty of the Proposer to reclaim and remove the same forthwith, without expense to the City, and immediately to replace all such rejected items with others conforming to such specifications or samples; provided that should the Proposer fail, neglect or refuse so to do the City shall thereupon have the right to purchase in the open market, in lieu thereof, a corresponding quantity of any such items and to deduct from any moneys due or that may there after come due to Proposer, or send an invoice to the Proposer which shall be paid within thirty (30) days, the difference between the prices named in the contract or purchase order and the actual cost thereof to the City. In the event that the Proposer fails to make prompt delivery as specified for any item, the same conditions as to the rights of the City to purchase in the open market and to reimbursement set forth above shall apply, except when delivery is delayed by fire, strike, freight embargo, or Act of God or the government.
b. Cost of inspection or deliveries or offers for delivery, which do not meet specifications, will be borne by the Proposer.
c. The rights and remedies of the City provided above shall not be exclusive and are in addition to any other rights and remedies provided by law or under the contract.

7. Payment Terms and Methods: Proposer will be able to choose from either of the following payment methods and associated timings:
a. Option A (Preferred): City of Modesto ePay Payment: This secure payment methodology is preferred by an increasing number of the City’s suppliers. On Net 30-day timing, you will receive a single-use Master Card number with a detailed remittance for each payment. You will process the payment though your POS/Card terminal. The payment remittance will be sent from [email protected] via email and will contain the following information:
16-digit credit card number
Expiration date
Security code
Total dollar amount of invoices to be paid
Invoices reference numbers and corresponding amounts
b. Option B – Manual Check: On Net 45 Day timing, the City will mail a hardcopy check to Bidder. The payment will be deemed to have been made when the check envelope is mailed via US Postal Service First Class Mail. The timing of the mailing will be at the end of the Net 45 Day period. Additional time should be estimated by the Bidder for the check to be in transit, and to await deposit and clearance by Bidder staff.
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REQUEST FOR PROPOSALS # RFP-00011

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

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

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

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

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

Protest Procedures
• Only a Proposer who has actually submitted a Proposal is eligible to submit a protest against the City’s Announced Decision.
• Subcontractors are not eligible to submit bid protests. • A Proposer may not rely on the bid protest submitted by another bidder but must timely pursue its own protest.
• A written protest to an Announced Decision must be made to the City of Modesto's Director of Finance no later than ten days after the date of the Announced Decision. #8..
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REQUEST FOR PROPOSALS # RFP-00011

BANKING SERVICES AND LIQUIDITY FACILITIES
12 • The protest shall be delivered or sent by registered mail and received by the deadline, or protest will be automatically rejected. Protestors who choose to be represented by legal counsel are responsible for the associated expenses.
• The protest shall be accompanied by a certified or cashier's check in the amount of $300.00, (except for protests of Federally Funded agreements) made payable to the Clerk of the City of Modesto. Protests filed without the requisite fee will be rejected without any additional review. • The protest filed with the Director of Finance shall:

A. Include the name, address, email address and business telephone number of the protestor; B. Identify the under protest by name, Request for Proposal (RFP) or Request for Proposal (RFP) number, and Proposal/RFP date;
C. The bid protest must contain a complete statement of the basis for the protest and all supporting documentation. The protest must refer to the specific portion or portions of the Contract Documents upon which the protest is based;
D. Include all supporting documentation, if any. Documentation submitted after filing deadline will not be reviewed.
• Proposal Protests: A Proposer shall follow, in order, the following steps:

A. Protest to Director of Finance: Upon receipt of a complete and timely protest, the Director of Finance shall review all the submitted materials and shall create and retain a written record of the review. The Director of Finance shall respond at least generally to each material issue raised in the protest not later than ten (days after receipt of the protest. Notice of the Director of Finance's decision may be given by letter mailed through U.S. Postal Service.

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

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

City Clerk’s Office
Attn: Director of Finance
PO Box 642
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REQUEST FOR PROPOSALS # RFP-00011

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

Further protest appeals shall either be delivered to:

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

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

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

City Clerk’s Office
Attn: City Council
1010 Tenth St. Suite 6600
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REQUEST FOR PROPOSALS # RFP-00011

BANKING SERVICES AND LIQUIDITY FACILITIES
14 Modesto CA 95354
Or mailed to:

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

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

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

The protest shall be heard not later than twenty days after receipt of protestor's request for hearing and the selection of a hearing officer. Protests not made in a timely manner shall be deemed withdrawn, unless the City and the protestor mutually agree otherwise in writing. The protestor’s failure to accept a hearing officer after the third attempt by City staff to identify an impartial hearing officer shall be deemed a withdrawal of the protest.

The costs of the hearing officer and expenses of the protest shall be borne by the protestor. The sums deposited with the request for hearing shall be credited to the costs of the hearing officer and other hearing expenses.

E. Mandatory Alternative Process for Protests of Procurements Obtained with Federal Funds: If the protested procurement involves federal funds, the Deputy City Manager, City Council, or hearing officer shall give notice, accompanying their respective decisions, to the protestor that he or she has the right to appeal to the appropriate federal agency, for which an agency name, contact (where available) and address shall be provided by City staff. Such an appeal shall be filed with the #8..
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REQUEST FOR PROPOSALS # RFP-00011

BANKING SERVICES AND LIQUIDITY FACILITIES
15 appropriate agency within seven business days of the dispatch or rejection notices to the protestor.

Federal agencies may entertain protests alleging that the City has failed to adopt written protest procedures or has failed to follow such procedures. The City Council is the highest authority of the City of Modesto, and its decisions are final. A disappointed Bidder for a contract involving expenditures of Federal funds shall have the right to appeal the City Council decision directly to the federal agency as described herein.
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REQUEST FOR PROPOSALS # RFP-00011

BANKING SERVICES AND LIQUIDITY FACILITIES
16 AWARD OF AGREEMENT
• The City may award one or more agreements to one or more Proposer in order to provide for backup, or in case the “primary” contractor is unable to meet the City’s needs. • The City reserves the right to decline to award any agreement if it is determined that the proposed pricing is not competitively priced based on similar agreements with public agencies within the State of California or if the bids received fail to meet the City’s requirements. • The City reserves the right to select that Proposal, which best suits the City’s needs. Price is only one factor that will be considered by the City when awarding an agreement. Regardless of City staff’s recommendation, the City Council reserves the right to award an agreement to the Proposer that best suits the City’s needs as determined by the City Council whether or not said award is consistent with City staff’s recommendation for award.
• It is the City's preference to award both banking and liquidity services to a single proposer that offers the most competitive combined proposal and cost structure. However, the City reserves the right to award banking services and liquidity services to separate proposers if deemed in its best interest. If pricing for banking services is contingent upon the provision of liquidity services or vice versa, proposers must clearly state this in their proposal. Proposer's may also choose to submit proposals limited to either banking services or liquidity services, at their discretion. • The City will appoint a selection committee to evaluate each Proposer’s submitted Proposal. The City will evaluate Proposals on a 100-point scale based upon the following weighted scoring:

No. Evaluation Criteria Scoring Method Weight (Points)

1. Security Measures to minimize fraud
activity
Points Based 10
(10% of Total)

2. Ability to provide efficient and userfriendly web-based products and servicesPoints Based 10 (10% of Total)

3. Ability to support products and provide
both online and live training
Points Based 15
(15% of Total)

4. Reliability, experience, and quality of
customer service
Points Based 15
(15% of Total)

5. Experience in providing services to the
public sector, as well as dedicated
resources and personnel
Points Based 15
(15% of Total)
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BANKING SERVICES AND LIQUIDITY FACILITIES
17 6. Financial strength and capitalization in
banking market
Points Based 10
(10% of Total)

7. References Points Based 10
(10% of Total)

8. Costs Points Based 15
(15% of Total)
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BANKING SERVICES AND LIQUIDITY FACILITIES
18 PRICING SCHEDULE
All labor, materials, equipment, tools, fuel, licenses, bonds, insurance and other expenses necessary for Proposer to perform the required services shall be included in Proposal pricing. Proposal must be submitted on the below Pricing Schedule provided. No alterations should be made to the pricing schedule. Any exceptions, amendments or adjustments should be noted on City Form provided for Exceptions, Clarifications, and Amendments.
**In instances where extended pricing is requested within a proposal, and in cases where this results in a discrepancy between a unit price and an extended price, the unit price will be presumed to be correct, subject, however, to correction to the same extent and in the same manner.** NOTE TO PROPOSERS: Be sure to enter leading "0." for dollars amounts less than $1

ACCOUNT SERVICES
Line Item Description Estimated
Quantity
Unit of
Measure
Unit Cost Total
1 ACCOUNT ANALYSIS-PAPER
STMT
12 EA
2 ACCOUNTS REPORTED 144 EA
3 ACH CREDIT 5,592 EA
4 ACH CREDIT RECEIVED 5,256 EA
5 ACH CREDITS RETURNED 12 EA
6 ACH DEBIT 1,188 EA
7 ACH DEBIT RECEIVED 540 EA
8 ACH DEBITS RETURNED 12 EA
9 ACH DETAIL REVERSAL 24 EA
10 ACH FRAUD CONTROL

MAINTENANCE
108 EA
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REQUEST FOR PROPOSALS # RFP-00011

BANKING SERVICES AND LIQUIDITY FACILITIES
19 Line Item Description Estimated
Quantity
Unit of
Measure
Unit Cost Total
11 ACH FRAUD PREVENTION 12 EA
12 ACH MONTHLY MAINT 12 EA
13 ALERTS PREMIUM 1,704 EA
14 ALTERNATE ADDRESS 12 EA
15 AUTOMATED VOIDS/ ADDS 168 EA
16 AUTOMATIC CREDIT 1,404 EA
17 AUTOMATIC DEBIT 1,404 EA
18 AUTOMATIC TRANSFER ACCT 72 EA
19 BAI DOWNLOADED

TRANSACTIONS
16,872 EA
20 BAI DOWNLOADS 120 EA
21 BAL REPORTING PER

TEMPLATE
936 EA
22 BALANCE ADMIN FEE 145,692 EA
23 BALANCE REPORTING
ARCHIVE-2 YEAR
12 EA
24 BALANCE REPORTING MAINT 12 EA
25 BUSINESS BANKING DEPOSITS 60 EA
26 BUSINESS BANKING

MAINTENANCE
96 EA
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BANKING SERVICES AND LIQUIDITY FACILITIES
20 Line Item Description Estimated
Quantity
Unit of
Measure
Unit Cost Total
27 CASH VAULT DEPOSITS - CV2 972 EA
28 CB ACH REPORTS 36 EA
29 CHECK DEBITS 14,352 EA
30 CHECKS DEPOSITED NOT ON
US
48 EA
31 CHK ISSUANCE FILE

TRANSMISSION
204 EA
32 COIN FURNISHED - ROLLS -
CV2
240 EA
33 COMM BANK ACH

TRANSMISSIONS
24 EA
34 COMM BK ACH CREDITS 39,180 EA
35 COMM BK ACH DEBITS 24 EA
36 CONCENTRATION DEBIT

PRENOTES
12 EA
37 CORP IMAGE DEP BASE FEE

PER ACCT
12 EA
38 CORP SWEEP-INVESCO/ AIM
FUNDS
12 EA
39 CORPORATE ACCOUNT

MAINTENANCE
24 EA
40 CSV DOWNLOADED

TRANSACTIONS
156,684 EA
41 CSV DOWNLOADS 312 EA
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REQUEST FOR PROPOSALS # RFP-00011

BANKING SERVICES AND LIQUIDITY FACILITIES
21 Line Item Description Estimated
Quantity
Unit of
Measure
Unit Cost Total
42 CURRENCY DEP - STD (PER
$100) - CV2
54,396 EA
43 CURRENCY FURNISHED NON -
STD - CV2
24 EA
44 DOMESTIC WIRES CREDITS 24 EA
45 E-ANALYSIS STMT # OF

ACCESSES
60 EA
46 EDI/EFT CREDITS RCVD - CCD+ 1,512 EA
47 EDI/EFT CREDITS RECEIVED -
CTX
48 EA
48 EPA-EXCEPTION ITEMS 132 EA
49 FULL RECON MAINTENANCE 24 EA
50 FULL RECON PER ITEM 14,436 EA
51 ICL DEPOSIT 516 EA
52 INDEX RETRIEVALS 336 EA
53 INQUIRY IMAGES RETRIEVED 336 EA
54 ITEMS ON OTHER BANKS 140,424 EA
55 MAIL FEE FOR RESEARCH

RESULTS
72 EA
56 MISMATCH POSITIVE PAY
AUTO
132 EA
57 NOC CORRECTION 24 EA
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BANKING SERVICES AND LIQUIDITY FACILITIES
22 Line Item Description Estimated
Quantity
Unit of
Measure
Unit Cost Total
58 ON US DEPOSIT ITEMS 12 EA
59 ON US ITEMS 9,060 EA
60 ONLINE ACCOUNTS-SAME
DAY (TIER 1)
48 EA
61 ONLINE ACCOUNTS-SAME
DAY (TIER 2)
72 EA
62 ONLINE ACH MAINTENANCE 48 EA
63 ONLINE ACH REPORTS 24 EA
64 ONLINE BOOK TRANSFER 108 EA
65 ONLINE DOMESTIC WIRE 216 EA
66 ONLINE USER FEE 168 EA
67 ORIGINATED SAME DAY ACH

BANKING SERVICES AND LIQUIDITY FACILITIES
23 Line Item Description Estimated
Quantity
Unit of
Measure
Unit Cost Total
74 PREFUNDING MAINTENANCE 48 EA
75 PREVIOUS DAY DR/CR ITEMS 22,068 EA
76 PREVIOUS DAY DR/CR ITEMS
(FIRST 1,000)
12,000 EA
77 REG CHECKING-PAPER STMT 12 EA
78 RETURN EXCEPTIONS

REDEPOSITED
132 EA
79 RETURN IMAGES RETRIEVED 204 EA
80 RETURN ITEMS CHARGED
BACK
180 EA
81 SAME DAY DR/CR ITEMS 30,612 EA
82 TAX PAYMENTS-IMPOUND 96 EA
83 TOUCHTONE/STANDING
ORDER - CV2
12 EA
84 VAULT CHECK DEPOSIT 72 EA
85 WIRE TRANSFER CREDITS 24 EA
86 WIRE TRANSFER DEBITS 216 EA
87 ZBA CONCENTRATION

ACCOUNT FEE
12 EA
88 ONLINE ACCOUNT - SAME
DAY
2 EA
89 DELUXE SUPPLIES ORDER 5 EA
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BANKING SERVICES AND LIQUIDITY FACILITIES
24 Line Item Description Estimated
Quantity
Unit of
Measure
Unit Cost Total
TOTAL
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BANKING SERVICES AND LIQUIDITY FACILITIES
25 PROPOSAL
Proposer’s submission should include all City of Modesto forms as provided. If any form is not applicable, Proposer should write or type “Not Applicable” on it but still include the form in your submission.

RFP ACKNOWLEDGEMENT AND PROPOSAL
RFP ACKNOWLEDGEMENT*
The party submitting acknowledges receipt of the referenced RFP and/or Addenda and offers and agrees to furnish the articles and/or services specified on behalf of the Proposer indicated in Proposer’s Proposal and Forms provided by the City attached hereto and made a part hereof, this includes any forms for the pricing proposed on the Pricing Schedule.

By checking the "please confirm" box below, you acknowledge the above statement. ☐ Please confirm
*Response required
PAYMENT TERMS AND METHODS*
Proposer is able to choose from either of the following payment methods and associated timings:

Option A (Preferred): City of Modesto ePay Payment: This secure payment methodology is preferred by an increasing number of the City’s suppliers. On Net 30-day timing, you will receive a single-use Master Card number with a detailed remittance for each payment. You will process the payment though your POS/Card terminal. The payment remittance will be sent from [email protected] via email and will contain the following information:
• 16-digit credit card number
• Expiration date
• Security code
• Total dollar amount of invoices to be paid
• Invoices reference numbers and corresponding amounts
ePay results in small percentage rebate of 1.0% to the City through the card issuer. That rebate amount will be considered by the City in its evaluation of Proposer’s pricing proposal hereunder. Information about enrolling in MasterCard ePay program can be obtained from the City’s contact listed on the Cover Page of this RFP.

Option B – Manual Check: On Net 45 Day timing, the City will mail a hardcopy check to Bidder. The payment will be deemed to have been made when the check envelope is mailed via US Postal Service First Class Mail. The timing of the mailing will be at the end of the Net 45 Day period. Additional time should be estimated by the Bidder for the check to be in transit, and to await deposit and clearance by Bidder staff. #8..
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REQUEST FOR PROPOSALS # RFP-00011

BANKING SERVICES AND LIQUIDITY FACILITIES
26 Please select which option for payment terms and method you accept. ☐ Option A (Preferred)
☐ Option B
*Response required

PROPOSER COMPANY INFORMATION
PROPOSER COMPANY FULL LEGAL NAME*
Please provide the full legal name of the company on this proposal. It may already be provided elsewhere, but please provide here to confirm.
*Response required
PROPOSER COMPANY MARKETPLACE (OR DBA) NAME*
Please provide the Company Marketplace Name or DBA (if applicable). It may already be provided elsewhere, but please provide here to confirm.

NOTE: If the company is not operating under an additional name or a dba, then you may state "N/A" here.
*Response required
TYPE OF LEGAL ENTITY*
Is the Proposer Company a Corporation, Limited Liability Company, Partnership, or Sole Proprietorship? If the Proposer Company is something other than one of the above options, please answer "No" here and you will be asked to provide more information after this question. ☐ Yes
☐ No
*Response required
When equals "Yes"
TYPE OF LEGAL ENTITY - SELECT*
Please select which of the following legal entity options under which the Proposer Company operates. ☐ Corporation
☐ Limited Liability Company
☐ Partnership
☐ Sole Proprietorship
*Response required
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REQUEST FOR PROPOSALS # RFP-00011

BANKING SERVICES AND LIQUIDITY FACILITIES
27 When equals "Yes"
LEGAL ENTITY STATE OF REGISTRATION*
In which State is the Proposer Company registered?
*Response required
When equals "No"
TYPE OF LEGAL ENTITY - OTHER*
You have indicated that the Proposer Company does not operate as a Corporation, a Limited Liability Company, a Partnership, or as a Sole Proprietorship. Please explain and be sure to note which State the Proposer Company is registered/established.
*Response required
PROPOSER COMPANY HEADQUARTERS ADDRESS*
Please provide the full street address for the headquarters of the Proposer Company. Be sure to include the following:
• Full Street Address
• City
• State
• Country
• Postal Code
*Response required

COMPANY WEBSITE ADDRESS
Please provide the full company website address for the Proposer Company.

PROPOSAL CONTACT PERSON DETAILS*
Please provide the following information for the Contact person for this proposal:
• Name
• Title
• Phone (Office)
• Phone (Mobile)
• Mailing Address (Street Address, City, State, Postal Code) #8..
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BANKING SERVICES AND LIQUIDITY FACILITIES
28 • Fax Number
• Email
*Response required
FEDERAL TAXPAYER IDENTIFICATION NUMBER (TIN)*
Please provide the Proposer Company's Federal Taxpayer Identification Number here. *Response required

DUNS & BRADSTREET (DUNS) NUMBER
Please provide the Proposer Company's Duns & Bradstreet (DUNS) Number here.

PROPOSER OFFICER NAMES AND TITLES*
Please provide the Names and Titles of the Top Three Proposer Officers in the following manner:
• Full Name, Full Title
• Full Name, Full Title
• Full Name, Full Title
*Response required
YEARS IN BUSINESS*
For how long has the Proposer Company been in business? Please indicate in number of years. *Response required
CLOSEST PROPOSER OFFICE*
Please provide the address for the Proposer Office closest to the City of Modesto. Please be sure to provide:
• Full Street Address
• City
• State
• Country
• Postal Code
*Response required
CITY OF MODESTO BUSINESS LICENSE*
Does the Proposer Company currently possess a valid City of Modesto Business License? #8..
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BANKING SERVICES AND LIQUIDITY FACILITIES
29 NOTE: An answer of "No", does not exclude the proposal from evaluation as it is not required until the contract begins.
☐ Yes
☐ No
*Response required
When equals "Yes"
CITY OF MODESTO BUSINESS LICENSE NUMBER*
You have indicated that the Proposer Company already possesses a City of Modesto Business License, please provide the business license number here.
*Response required
PROPOSER FINANCIAL STATEMENTS*
Minimum Qualifications are mandatory for proposal consideration, and at a minimum shall include the following:

Financial Stability:

City staff will request financial statements from the proposer whose proposal is determined to best meet the City’s needs, as determined by the selection committee. Within two (2) business days of City request, proposer shall provide a copy of their company’s most recent professionally prepared Financial Statements (Income Statement and Balance Sheet). These statements, if un-audited, shall be accompanied by a cover letter that states the name and title of the preparer, the basis of the financial statement presentation (cash or accrual) and whether these statements have been prepared in accordance with Generally Accepted Accounting Principles for the most recent fiscal year end of the proposer. Audited financial statements shall be submitted in their entirety, including the auditor’s opinion and notes to the financial statements.

A separate document shall be provided and signed under penalty of perjury by the proposer’s financial officer or owner that explains the proposer’s inability to provide statements for a fiscal period that ended at least eight (8) months before the required date of submittal, if such inability exists.

One complete set of Financial Statements shall be submitted within two (2) business days of City request.

Financial Statements, whether delivered via email, by an employee of the proposer, U.S. Postal Service, courier or package delivery service must be received by the City of Modesto, Purchasing Division within two (2) business days of request. Financial statements delivered via email should be sent to [email protected]. If sent via email, proposer is encouraged to follow-up with a phone call to Carolanne Wattle at (209) 577-5406, to confirm receipt. Failure of proposer to provide requested documents within two (2) business days, may disqualify proposer from further consideration. The City of Modesto assumes no responsibility for delay in the delivery of the Financial Statements to the City. #8..
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REQUEST FOR PROPOSALS # RFP-00011

BANKING SERVICES AND LIQUIDITY FACILITIES
30 CITY OF MODESTO, PURCHASING DIVISION
1010 10TH STREET, SUITE 5300
ATTN: Carolanne Wattle
Banking Services and Liquidity Facilities #RFP-00011
MODESTO, CA 95354
By checking the box below, Proposer confirms that they understand the financial statement requirements as set forth above.
☐ Please confirm
*Response required

CITY FORMS
PROPOSER EXCEPTIONS, CLARIFICATIONS, AMENDMENTS?*
Does the Proposer have any exceptions, clarifications, or amendments to this RFP, sample agreement, or its associated specifications?
☐ Yes
☐ No
*Response required
When equals "Yes"
PROPOSER EXCEPTIONS, CLARIFICATIONS, AMENDMENTS*
Please download the below documents, complete, and upload. • Proposer_Exceptions,_Clarif...
*Response required
PROPOSER CUSTOMER REFERENCES*
Please download the below documents, complete, and upload. • Proposer_Customer_Reference...
*Response required
FINANCIAL INTEREST DISCLOSURE*
Please download the below documents, complete, and upload. • Financial_Interest_Disclosu...
*Response required
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REQUEST FOR PROPOSALS # RFP-00011

BANKING SERVICES AND LIQUIDITY FACILITIES
31 PROPOSER COMPANY HISTORY STATEMENT*
Please download the below documents, complete, and upload. • Proposer_Company_History_St...
*Response required
PROPOSER EXPERIENCE AND CERTIFICATIONS*
Please download the below document, complete, and upload. • Proposer_Experience_and_Cer...
*Response required
CALIFORNIA LEVINE ACT DISCLOSURE*
Please download the below documents, complete, and upload. • Modesto_Levine_Act_Statemen...
*Response required

ADDITIONAL PROPOSAL ITEMS

ADDITIONAL INFORMATION (IF NEEDED)
For any additional information requested or required by any of your previously provided answers or as stated within this RFP please upload the additional documentation here.

REQUESTED EXHIBITS TO BE INCLUDED*
Please add the following Exhibits to your proposal here. · Security Features – Describe the existing security features that relate to the entire scope of services outlined in this proposal that are designed to limit access to the City’s cash while it is under the proposer’s control. · Banking Services Proposal Form (Include all fees, even those of any sub-contractors (such as credit card processors).
· Standard Bank Fee Schedule for Government /Corporate Clients (at minimum, include all items on Exhibit “B”)
· Sample Account Analysis Statement and User’s Guide
· Sample Partial Account Reconciliation Reports
· Relevant Cash Management Agreements
· Bank Credit Ratings
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REQUEST FOR PROPOSALS # RFP-00011

BANKING SERVICES AND LIQUIDITY FACILITIES
32 · Most Current Annual Report
*Response required
SUBMITTAL CONFIRMATION*
Proposer 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 proposal 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
#8..
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REQUEST FOR PROPOSALS # RFP-00011

BANKING SERVICES AND LIQUIDITY FACILITIES
33 TECHNICAL SPECIFICATIONS AND REQUIREMENTS

SCOPE OF WORK
A. General Banking Service Requirements – The City requires the services of a secure Federal or State chartered banking institution experienced in successfully providing a full range of banking services to public agencies. The selected proposer must be capable of supporting the following City activities:

1. Demand Deposit Accounts – The City currently uses three (3) (checking) accounts, one (1) investment sweep account, one (1) money market account, and six (6) Depository Zero Balance Accounts. Some are low volume, low balance accounts. The City may require additional special purpose checking accounts and may wish to set up Zero Balance Accounts (ZBA) in the future. The general account serves as the concentration account for disbursements and deposits. The schedule of bank accounts below reflects the desired account structure. The City does not guarantee that the balances will be maintained at these same levels.

Name of Account Balances (as of 11/30/2025 end of business) Main Account (Sweep, Disbursements, Deposits, Parent ZBA) $10,000,000 Customer Service Account (Depository Zero Balance) $0
Creekside Golf Account (Depository Zero Balance) $0
Dryden Golf Account (Depository Zero Balance) $0
Water ARRA Account (Checking Account) $36,289
Payroll Account (Checking Account) $42,245
Parking Service Account (Depository Zero Balance) $0
Investment Sweep Account $17,261,781
First Responder Account (Depository Zero Balance) $0
McHenry Trust Settlement Account (Money Market) $392,762 FSA Contributions Account (Checking Account) $24,975

2. Collateralization of Deposits – The selected proposer shall have procedures for collateralizing public funds deposits acceptable to the City and in compliance with State law.

3. Bank Compensation – The City compensates for banking services primarily with balances and desires monthly billing for any account analysis deficiencies. Earnings credit shall be given for collected balances, and itemized charges shall be paid by earnings credit or payment through the primary demand deposit account.
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BANKING SERVICES AND LIQUIDITY FACILITIES
34 4. Wire Transfers – The City currently transacts wire transfers by the Internet, initiating approximately fifteen (15) outgoing wires per month. The City also receives approximately six (6) incoming wires per month.

5. Deposit Activity - The City currently uses an armored car service for daily deposit pick-ups at the following locations: Finance Department, and two (2) City golf courses. The Finance Department requires service Monday through Friday (except City-observed holidays). The golf courses require service on Monday, Wednesday, and Friday. The armored car service is contracted with and paid for directly by the City and is not paid for through account analysis.

Total monthly deposits consist of approximately 13,000 checks, and over $425,000 in coin and currency. The bank will automatically make one attempt to process the deposit a second time (reclear). Checks that are ultimately returned (NSF) will be mailed to the Finance Department and will be made available online. The City requires the ability to use the local branch to make branch deposits, to get change, to allow employees to cash payroll checks, and for other miscellaneous activities. Branch deposits will occur during the day or through night drop. Each City department or division will have a unique identifier number printed on their deposit slips.

6. Account Reconciliation - The City currently issues approximately 1,300 Accounts Payable, Payroll, and other checks monthly and uses full account reconciliation with daily data transmissions of paid check information from the bank. This service essentially serves as reverse positive pay, with the City accepting and matching files daily to its financial system.

7. Other Transfer Activity- The City also transacts transfers in & out with California Asset Management Program (CAMP).

8. Direct Deposit of Payroll – Direct deposit of payroll is currently in place with all of the City’s 1,500+ employees participating. The payroll files are sent to the bank by data transmission on Wednesday for paydays which occur every other Friday. The City requires immediate notification of any changes or problems and the ability to re-send a file or to delete a file.

9. Payroll Tax and Sales Tax Processing - The City requires the ability to report and pay state/federal tax withholdings and sales tax remittances through an online portal. The City requires immediate notification of any changes or problems and the ability to update or delete transmitted information. #8..
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REQUEST FOR PROPOSALS # RFP-00011

BANKING SERVICES AND LIQUIDITY FACILITIES
35 10. Overnight Sweep - The City may utilize an automatic, overnight DDA Sweep where all collected funds in excess of a designated peg balance are swept into an investment fund.

11. Balance Reporting - The City currently accesses daily balance reporting information (prior and current day) via on-line bank access on its accounts.

12. Merchant Bankcard - The City currently accepts Visa, MasterCard and Discover credit card payments via walk-up payment and online payments averaging approximately $9.3 million in collections a month. The City contracts with ELAVON and Paymentus for these services. Proposer will need to interface with these systems to accept these deposits into the cities bank account. The City has twenty-four (24) ELAVON merchant accounts. The City also contracts with BrainTree for payments accepted by phone via Interactive Voice Response (IVR).

13. Electronic Funds Transfer Services -. The City accepts payments from online banking payment sources with automatic uploading to its utility billing system. The City currently transfers up to three (3) secure FTP ACH text files over the internet on a daily basis (Monday-Friday) containing checks for same day deposit using a secured file transfer software. The City needs proposer to accept image file of checks to allow for electronic transfer of all checks (check 21).

14. Positive Pay - The City currently utilizes positive pay services to provide early fraud detection and prevention through the review of suspicious or unauthorized checks before they are paid. The proposer shall develop check issue data (including payee verification) in the format and medium to meet City requirements.

The positive pay service shall include such services as payment of matching checks, exception reports; return instructions, return of checks, and holdover exceptions. The positive pay would be tied to our General and Payroll account.

15. Payroll Cards - The issuance of a payroll card must be available for employees who are unable to take advantage of direct deposit, including temporary, part-time, contracted, and unbanked employees. These cards should be funded based on the net payroll amount earned and employees shouldn’t need a credit check to be issued a card.
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REQUEST FOR PROPOSALS # RFP-00011

BANKING SERVICES AND LIQUIDITY FACILITIES
36 16. Commercial Credit Cards – The City would utilize the banking services to facilitate our commercial credit card programs, Electronic Payments (ePay) and Purchase Cards (pCard).

17. Online Access - The bank will provide the City a method to access the City’s accounts online. The City desires to perform, at a minimum, the following functions online:
• Place and remove stop payments
• Place wire transfers
• Fraud manager (positive pay exceptions)
• Returned items decisions
• Statements and notices
• Transaction search
• Make online payroll tax payments
• Obtain the balance of all accounts daily and all previous transactions in a defined period • View cashed checks online
• View automated reconciliation lan report (ARP)

18. The City currently has the option for placing stop payment orders over the phone or electronically.

19. Implementation Plan – The selected proposer shall offer an implementation plan that will result in a smooth and low-cost transition to a new banking institution or to enhanced services with the City’s current bank within a reasonable established timeline (to be determined in contract).

20. Letter of Credit or other liquidity facility services for two outstanding variable rate series.

MINIMUM REQUIREMENT
A. Qualified Depository
Any financial institution submitting a proposal must be a qualified public depository, as defined by California General Statutes, and must perform its obligation under this proposal in compliance with #8..
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REQUEST FOR PROPOSALS # RFP-00011

BANKING SERVICES AND LIQUIDITY FACILITIES
37 all Federal and State laws and regulations, statutes and polices including but not limited to the new NACHA regulations and any future updates.

B. Federal Reserve Member
The bank must be a member of the Federal Reserve System. The bank must be a Federally or State of California chartered financial institution and in good standing among other comparable banks.

C. Capitalization
Proposers must be adequately capitalized to accommodate the City’s cash and management needs.

CITY REPRESENTATIVE
Work under any resulting agreement shall be performed under the general technical guidance and direction of the City Representative. The City Representative is not authorized to commit to changes in specifications, requirements, or scope of work, changes in price(s), period of performance or delivery date(s) or method of shipment. Changes of a contractual or business nature shall be accepted only by written change to the agreement, issued by the City of Modesto Purchasing Manager or her designee.

PROPOSAL PREPARATION
Proposal shall include responses to the sections described below. In those instances where specific questions are asked, each question shall be repeated in the proposal with the response following the question.

Extraneous or marketing information shall not be included. All responses to the questions outline below shall be submitted as part of the ADDITIONAL INFORMATION section.

If a service requirement cannot be met, Proposer shall indicate "No Proposal" in the relevant section of the proposal. In this case, proposer may offer an alternative equivalent service.

A. Demand Deposit Accounts - Two (2) pages maximum. Provide answers for the following questions:

1. Does proposer offer Electronic Bank Statements, whereby the City can receive its bank statement in an electronic file in a custom format? Please specify what type of information is available on the same day.

2. How many days after month-end will the City receive its bank and analysis statements? If this information is available electronically, how many days after month-end is it available?

3. Does proposer offer Zero Balance Accounts (ZBA’s)? If so, please describe the service.

4. Does proposer allow for statements to be generated on dates other than the end of the month, i.e., based on the City's current schedule? Is this information available electronically?

5. Will proposer guarantee to extend the same pricing structure and terms to any new accounts required during the term of the agreement?
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REQUEST FOR PROPOSALS # RFP-00011

BANKING SERVICES AND LIQUIDITY FACILITIES
38 B. Collateralization of Deposits - One (1) page maximum plus contract. Provide the following information:

1. Describe proposer’s procedures for collateralizing public funds deposits.

2. What types of securities are used as collateral?

3. Which department is responsible for tracking deposits and monitoring collateral?

4. What is proposer’s current level ($ amount) of public funds deposits and the related collateral?

5. What is the frequency of reporting to the State Treasurer’s Office?

6. Include a copy of proposer’s Contract for Deposit of Moneys in this Section.

C. Bank Compensation – Two (2) pages maximum. Provide the following information:

1. What is proposer’s Earnings Credit Rate (ECR) based on, and how is it calculated?

2. What was proposer’s actual ECR for the months of February, March, and April 2025?

3. What account analysis settlement period will be offered? Monthly, quarterly, or semi-annually?

4. Detail exactly which types of items and services can be applied against the City's account analysis in addition to standard bank services. Is there a mark-up for any of the items? If so, how much?

5. Will the City have the option of compensating on a fees or balances basis? Describe any differences in related costs to the City with either option.

6. How long will the City have to notify proposer of any errors on the account analysis? How long will it take for proposer to correct any billing errors on account analysis?

7. What procedure is used to make any adjustments to account analysis statements, and how long does it take for adjustments to take effect? How are adjustments handled if the analysis period has already ended?
D. Wire Transfers - One (1) page maximum. Provide the following information:

1. Describe proposer’s on-line wire transfer service capabilities and security features and what specifically is recommended for the City’s use and consideration.

2. Indicate if the software used to transmit wire transfers is proprietary or provided by a third party.

Describe the arrangement with any third party provider. #8..
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BANKING SERVICES AND LIQUIDITY FACILITIES
39 3. What safeguards and security measures does proposer have in place to protect the City from unauthorized transfers in and out of the City’s accounts?

4. What is the cut-off time for same day processing of a wire? E. Deposit Activity - Two (2) pages maximum. Provide the following information:

1. What is proposer’s closest full-service branch to Tenth Street Place (TSP)? (1010 Tenth Street)

2. What is the required deposit preparation for encoded checks? Un-encoded checks?

3. Describe the bank’s cash deposit requirements. How should the coin and currency deposits be bundled? Is there a maximum dollar amount allowed for daily coin deposits?

4. Describe in detail proposer’s procedures for handling deposit adjustments. What documentation on discrepancies does the proposer provide? Is the documentation different for cash deposits and check deposits? What is the minimum adjustment amount? How soon would support documentation of a deposit discrepancy be provided to the City?

5. How are deposit adjustments and the related notification and support documentation handled for night drop deposits?

6. Describe proposer’s returned item handling and notification procedures. How long does it take for returned items to be sent to the City? Can proposer provide returned item information that include the City department that deposited it, i.e., by identification or location number? Can this information be provided electronically?

7. What are the cut-off times for deposits at proposer’s local branch and at proposer’s Operations Center to ensure same day credit? Where is the Operations Center/Cash Vault located?

8. Can proposer provide messenger service for routine business items or check deposits? If so, what is the monthly charge?

9. Can change orders for $500 or less, in cash and currency, be made available to City departments without advance notice? Can change order requests be order by phone for pick-up by armored car services to be delivered to city office?

10. Can proposer provide emergency cash, up to $50,000, with 24 hours’ notice on a confidential basis to the City's Public Safety Department? (The currency needs to be in various denominations and used bills, and such transactions should be exempt from federal and state cash deposit reporting.) #8..
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40 11. Does proposer have the ability to provide a lock-box service for utility payments and other similarly grouped large-volume payments utilizing a local post-office box as the point of collection? If so, please describe the details on how this works and the pricing for this service.

F. Account Reconciliation - Three (3) pages maximum. Provide the following information:

1. Does proposer offer full account reconciliation with data transmission capabilities? If so, please describe the services and what is recommended for the City’s’ consideration.

2. Describe proposer’s options for providing stop payment services. How long is a stop payment effective? How often do stop payments need to be reinstated? Can stops be reinstated automatically? Can reinstated stops expire?

3. Will proposer guarantee payment of all items even if it results in the account being overdrawn temporarily for the day? What costs will be incurred and how will they be calculated?

4. Does proposer have the ability to confirm the status of a check as of the issue date?

5. Describe proposer’s check truncation service and how to receive or make copies of paid items. How long does it take to obtain a copy of a paid check? What is proposer’s record retention policy for paid checks?

6. What is proposer’s fine sorting charge per item?

7. Does proposer offer a CD-ROM imaging service? If so, please describe the service, including the quality of the images. What are the options for sorting the images and obtaining printed lists from the CD? Are the CD’s archive quality to ensure long-term storage and retrieval by City? G. State Activity - One (1) page maximum. Provide the following information:

1. Is proposer an approved State of California depository?

2. What is the charge per transfer to CAMP? From CAMP?

3. Describe the CAMP transfer process. Are the transfers done by telephone, terminal, fax, wire transfer, etc.?

4. Does proposer have an office in Sacramento that maintains a direct DDA banking relationship with the State Treasurer’s Office and the State Controller’s Office? H. Direct Deposit of Payroll – Two (2) pages maximum. Provide the following information:

1. Describe proposer's ACH and direct deposit service.
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BANKING SERVICES AND LIQUIDITY FACILITIES
41 2. What are the different ACH file transmission options available to the City?

3. What are the transmission deadlines for direct deposit ACH files? When (day and time) does proposer need the file from the City?

4. Describe proposer’s back-up plans for data transmissions. • What screening measures does proposer use to minimize errors on files sent to clients (ABA screening, etc.)?
• What special banking programs are available to employees who use direct deposit? • Do you have a prepaid payroll debit card program available to employees who do not have a bank account? Please describe how this program works.

I. Payroll Tax and Sales Tax Processing - One (1) page maximum. Provide the following information.

1. Describe proposer’s payroll tax withholding, sales tax remittance services and security features, and their related costs.

2. What are the transmission deadlines for tax payments?

3. Describe proposer’s back up plan for data transmissions.

J. Commercial Card Programs – ePay and Pcard – - Two (2) page maximum plus prospectus. Provide the following information:

1. Please describe the commercial card programs offered.

2. Does the proposer allow for credits/reimbursements applied to electronic payments ePay?

3. Describe the reporting available for ePay transactions, can reports be exported in excel format for easier reconciliation?

4. Does the proposer utilize a third-part software or portal to manage commercial cards? Or are commercial cards (ePay and Pcards) managed through the main bank's portal? K. Overnight Sweep - One (1) page maximum plus prospectus. Provide the following information:

1. Describe proposer’s DDA sweep service.

2. Is proposer’s sweep an end-of-day or intra-day sweep?

3. What sweep investments or funds are available for public funds clients? #8..
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BANKING SERVICES AND LIQUIDITY FACILITIES
42 4. Does the fund(s) meet the California Government Code for allowable investments? What is the size of the sweep fund(s)? Include a prospectus in this section.

5. What are the costs associated with sweep (monthly maintenance, set-up charges, fund expenses, transaction fees, etc.)?

6. Is a peg balance required? If so, how much? What are the procedures for changing the peg?

7. How many of proposer’s public agency clients use sweep? Cite three (3) such clients and provide contract information for each.

8. Provide indicative rates on proposer’s sweep product’s fund(s) for each of the past three (3) months.

L. Balance Reporting - One (1) page plus sample reports. Provide the following information:

1. Describe proposer’s on-line information reporting system.

2. How can reports be custom-tailored for the end-user?

3. Can the City obtain current day (intra-day) information? If so, describe the service and cut-off time.

4. What are the computer hardware and software specifications for proposer’s on-line system?

5. Provide a sample of prior day and intra-day reports that are the best example of the system’s capabilities. Include the reports in this section.

6. What is proposer’s contingency plan for providing this information in the event of unexpected bank systems problem or natural disasters?

7. Can proposer provide credit or deposit information by location or identifier number? Can deposit adjustments also be listed by location number?
M. Merchant Bankcard - Four (4) pages maximum. Provide the following information:

1. Describe proposer's bankcard and point-of-sale processing capabilities. Does proposer offer an integrated PC-based networking system, whereby transaction can be input and traced centrally by the City? What software does proposer use for card processing?

2. What authorization methods does proposer support and/or recommend?

3. Does proposer contract out its Merchant Bankcard services? If so, who is the processor? #8..
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43 4. Quote a discount rate and any other applicable charges (including those of any sub-contractors) for the credit card processing described above. Quote rates for both swiped and non-swiped transaction.

5. What are the fees associated with debit card transactions?

6. How is the applicable interchange fee determined for each transaction? What does proposer recommend to minimize interchange fees?

7. When and how will the discount rate and other fees be charged to the City? How frequently are these fees considered for adjustment?

8. Describe proposer's reporting methodology and how adjustments and chargeback's are handled. Are chargeback's and other debit adjustments netted from daily proceeds or debited separately? Is the discount fee refunded when a chargeback or refunds occurs? Provide an example report that clearly shows how a chargeback is reflected.

9. When and how will the City receive funds for each day's transactions? Is settlement by ACH or Fed Wire? Are settlement amounts listed separately on the bank statement or do they appear as one lump sum? Can proposer break out settlement amount by the location? What is preferred? List preference and specify if it is normal approach or requires special handling and fees.

10. Can proposer supply the City with the terminals, printers, and pin pads? If so, provide the cost to lease and purchase the requisite equipment.

N. Electronic Funds Transfer Services - Three (3) pages maximum. Provide the following information:

1. Describe proposer's EFT and ACH services. Does proposer offer both ACH debit and credit programs?

2. Detail all of the costs including hardware, software, and special programming that are required for the implementation.

3. Does proposer offer an electronic bill payment service? If so, describe the service.

4. Does proposer offer account verification services to prevent credits to the City’s account from electronic bill payment sources without the correct account identifying information (account masking)?
O. Controlled Disbursement - Two (2) pages maximum. Provide the following information:
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44 1. Does proposer offer controlled disbursement services? If so, what points are offered? What are the benefits of using controlled disbursement?

2. If controlled disbursement is utilized, are the points single presentments or dual presentments? What are the reporting times for each day's presentment totals?

3. How are the presentment totals reported? By what time each day would the City receive information on 100% of its clearings?

4. Can full account reconciliation and positive pay be used with the proposer’s controlled disbursement services?

5. Detail the costs associated with proposer's controlled disbursement services.

P. Cash Vault Services –Three (3) pages maximum. Provide the following information.

1. Identify the general location of the Cash Vault, branch or other service centers where the deposits of the City’s Cashiering Operations will be recorded.

2. Branch ability to accept transit division canisters of unsorted coins and large volumes of small sometimes crumpled currency, count and credit to our account? What measures do you take to insure proper accountability?

3. Separate detail of costs associated with the transportation and counting of transit fare revenue.

Q. Misc. Statements/Questions - Three (3) pages maximum. Provide the following information:

1. Does the proposer have the ability to provide the City with letters of credit for various business transactions if requested?

2. What is proposer’s policy regarding daylight overdrafts (DODs)? Is there a charge for DODs; and if so, how is it calculated?

3. The selected proposer will be required to provide certain transaction confirmations and respond to other requests for data as needed from the City's auditors. Will proposer be able to comply with such requests?

4. How are supply orders handled? Can proposer accept supply orders from a list of authorized individuals only? If not, will proposer be able to keep a record of which City department or individual ordered supplies, so orders can be researched and traced easily? Is there a mark-up on supply orders? If yes, how much?
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45 5. Describe proposer’s disaster contingency plans, contact list and backup systems which would enable the City to continue operations in the event of an emergency or disaster of manmade or natural origin.

R. Implementation Plan and Costs - Two (2) pages maximum. Provide the following information:

1. Describe proposer’s plan to implement the required services and to ensure a smooth, error-free conversion.

2. Detail all costs and the responsible party (proposer or City) associated with the conversion to all of the services described in this Request for Proposal.

3. What size conversion allowance will proposer provide to the City? State a specific dollar amount.

4. Explain proposer’s plan for on-site training for City personnel for all of the services selected.

5. Describe in detail how proposer handles problem resolution, customer service, day-to-day contact, and ongoing maintenance for governmental clients.

S. Service Enhancements - Four (4) pages maximum. The City wishes to create efficiencies; make improvements, where possible; and take advantage of new, applicable technologies. Based on the information provided in this RFP and proposer’s knowledge of the public sector, describe any services or technological enhancements, not previously mentioned, that should be considered for further improving the effectiveness of the City’s treasury management operations.

T. LOC/SCPA for 2008 LRBs and 2008A Water COPs – Provide the following information:

A. Credit Ratings: Provide your bank’s long and short-term credit ratings over the past three years from Moody’s Investor Service, S&P Global Ratings, and Fitch Ratings. Also, indicate if the bank is under credit watch, review, or negative outlook by any rating agency. Please also indicate whether there have been any material negative developments since the last ratings reviews which the bank expects may have a negative impact on its ratings.

B. Credit Approval Process: Indicate whether your firm has credit approval in place by the date of the proposal submittal. if not, please describe the approval process and indicate the timing for credit approval once an award is made. Please indicate any issues or concerns in closing this transaction by June 8, 2026.

C. Key Terms and Documents: The City would prefer to conform to its existing Reimbursement Agreement and/or the Standby Certificate Purchase Agreement. Interested Banks should clearly indicate any and all changes to the Reimbursement Agreement or Standby Certificate Purchase Agreement required as a part of their proposal. Changes after proposal submittal may not be considered.

1. Describe all proposed financial covenants/financial reporting requirements.

2. Detail any other material proposed terms or conditions or requirement your firm has. #8..
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46 D. Team and Contact Information: Identify which executive from your bank will be responsible for this transaction and provide the names, titles, and full contact information for the entire team. Provide the name of the legal firm you would use and the contact information for the attorney who would represent you in this transaction.

E. Cost Proposal and Key Terms: Please complete the following table with the proposed pricing and terms.

1. If proposing different price and terms, please provide a separate table for each of the below:
i. 2008 LRBs LOC
ii. [2008 LRBs SBPA]
iii. 2008A Water COPs LOCs
iv. 2008A Water COPs SCPAs

2. Please provide the estimated legal fees to establish the liquidity facilities in the table below. Is the bank willing to cap legal fees?

3. Please provide any other costs or key terms for your firm not already listed in the table.

Proposed Pricing
Facility Term 2 Year 3 Years 4 Years 5 Years Other
____
Years
Annual Fee (% or
bps)
Upfront Fee (if any)
Draw Fee ($)
Draw Cap (if
applicable)
Bank Rate
Default Rate
Term Out Period
and Related
Provisions
Early Termination
Provisions +
Termination Fees
Rating Downgrade
Provisions
Legal Fees ($)
Fee Cap (if
applicable)
Other Fees and
Expenses
(please specify)
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47 EXHIBITS TO BE INCLUDED
The Exhibits requested should be uploaded under the requested section. • Security Features – Describe the existing security features that relate to the entire scope of services outlined in this proposal that are designed to limit access to the City’s cash while it is under the proposer’s control.
• Banking Services Proposal Form (Include all fees, even those of any sub-contractors (such as credit card processors).
• Standard Bank Fee Schedule for Government /Corporate Clients (at minimum, include all items on Exhibit “B”)
• Sample Account Analysis Statement and User’s Guide
• Sample Partial Account Reconciliation Reports
• Relevant Cash Management Agreements
• Bank Credit Ratings
• Most Current Annual Report

PRICING SCHEDULE
Proposer shall use the pricing schedule provided to present their proposal pricing for Account Services. The liquidity facility/Letter of Credit Pricing shall be provided under the ADDITIONAL INFORMATION section. No other form or format shall be accepted.

AWARD OF PROPOSAL
A. Proposals shall be evaluated by a committee and in accordance with the RFP section entitled “Award of Agreement.”
B. The committee shall recommend award to the proposer who, in its opinion, has submitted the proposal that best serves the overall interests of the City. Award may not necessarily be made to the proposer with the lowest price.

C. The City reserves the right to decline to award a contract if it is determined that the proposed pricing is not competitively priced based on similar contracts with public agencies within the State of California.

D. The City reserves the right to select that proposal, which best suits the City’s needs. Regardless of City staff’s recommendation, the City Council reserves the right to award a contract to the proposer that best suits the City’s needs as determined by the City Council whether or not said award is consistent with City staff’s recommendation for award.
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48 TERM OF AGREEMENT
The term of the agreement shall be for a period of two (2) years with four (4) one-year extension options at the sole discretion of City, for a total of up to six (6) years.

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

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

TERMINATION OF SERVICES
The City reserves the right to discontinue service with the contractor upon failure to meet contractual expectations and/or obligations, as recommended by the Purchasing Manager, or designee.

The City reserves the right to review the service contractor’s performance at any time with or without the knowledge or consent of the contractor. Cancellation of services shall be determined by the collaborative efforts of the Technical Liaison, Purchasing Manager, or designee, and at the discretion of the Purchasing Manager, after reviewing the incident(s) of failure to perform.

The contractor shall provide the City at least one hundred eighty (180) days prior written notice of its intent to terminate any agreement. In case of termination by the City or contractor, the contractor will work with the City to ensure a smooth banking transition.

ASSIGNMENT
No portion of the banking services contract shall be subcontracted or assigned without the express prior written consent of the City in each and every instance.

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

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

PAYMENT
All invoices shall be paid in full within thirty (30) days after satisfactory performance of services, and receipt of a properly prepared invoice in duplicate, subject to cash discounts allowed and stated in the proposal. #8..
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49 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
The term of the AGREEMENT shall be for a period of two (2) years, with three (4) one-year extension options at the sole discretion of CITY, for a total of up to six (6) years.

Year 1: MONTH DD, 20___ through MONTH DD, 20___
Year 2: MONTH DD, 20___ through MONTH DD, 20___
Year 3: MONTH DD, 20___ through MONTH DD, 20___
Year 4: MONTH DD, 20___ through MONTH DD, 20___
Year 5: MONTH DD, 20___ through MONTH DD, 20___
Year 6: MONTH DD, 20___ through MONTH DD, 20___
Price increases for subsequent AGREEMENT years, three, four, five, and six shall not exceed the Consumer Price Index (CPI) for West Urban Area in any one AGREEMENT year and shall be negotiated through the Purchasing Division. Requests for price increases shall be submitted by CONSULTANT in writing, ninety (90) days prior to the annual anniversary date of the AGREEMENT to be effective for the subsequent year. #8..
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50 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).

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 reimbursable expenses paid by CONSULTANT and identified in Exhibit (B) or approved by the CITY in writing.

CITY shall pay CONSULTANT [TO BE DETERMINED BY RFP RESPONSE IN FINAL AGREEMENT, EITHER “Net 30 terms via CITY’s ePay Program” or “Net 45 Days via manual check”.]

4. OBLIGATIONS OF CONSULTANT
Throughout the term of this AGREEMENT, CONSULTANT shall possess, or secure all licenses, permits, qualifications and approvals legally required to conduct business. CONSULTANT warrants that it has all of the necessary professional capabilities and experience, as well as all tools, instrumentalities, facilities and other resources necessary to provide the CITY with the services contemplated by this AGREEMENT.

CONSULTANT further warrants that it will follow the best current, generally accepted and professional practices to make findings, render opinions, prepare factual presentations, and provide professional advice and recommendations regarding this project.

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

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

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

8. CONFLICT OF INTEREST
CONSULTANT warrants that it presently has no interest and shall not acquire any interest, direct or indirect, which would create a “conflict of interest”, as that term is defined in the Political Reform Act (Gov. Code § 81000 et seq), for the CONSULTANT in the performance of this AGREEMENT. CONSULTANT warrants that, in performance of this AGREEMENT, CONSULTANT shall not employ any person having any such interest. CONSULTANT understands that, if this AGREEMENT is made in violation of Government Code § 1090 et seq., the entire AGREEMENT is void and CONSULTANT will not be entitled to any compensation for services performed. CONSULTANT agrees to file a Statement of Economic Interests with the City Clerk at the start and end of this AGREEMENT if so, required at the option of CITY.

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

10. INDEPENDENT CONTRACTOR
All acts of CONSULTANT, its agents, officers, and employees and all others acting on behalf of CONSULTANT relating to the performance of this AGREEMENT, shall be performed as independent contractors and not as agents, officers, or employees of CITY. Except as CITY may specify in writing, CONSULTANT has no authority to bind or incur any obligation on behalf of CITY. CONSULTANT has no authority or responsibility to exercise any rights or power vested in the CITY. It is understood by both CONSULTANT and CITY that this AGREEMENT shall not under any circumstances be construed or considered to create an employer-employee relationship or a joint venture. CONSULTANT, its agents, officers and employees are and, at all times during the terms of this AGREEMENT, shall represent and conduct themselves as independent contractors and not as employees of CITY. #8..
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52 CONSULTANT shall determine and control the method, details and means of performing the work and services to be provided by CONSULTANT under this AGREEMENT. CONSULTANT shall be responsible to CITY only for the requirements and results specified in this AGREEMENT, and, except as expressly provided in this AGREEMENT, shall not be subjected to CITY's control with respect to the physical action or activities of the CONSULTANT in fulfillment of this AGREEMENT. CONSULTANT is permitted to provide services to others during the same period service is provided to CITY under this AGREEMENT. If necessary, CONSULTANT has the responsibility for employing other persons or firms to assist CONSULTANT in fulfilling the terms and obligations under this AGREEMENT.

If in the performance of this AGREEMENT any third persons are employed by CONSULTANT, such persons shall be entirely and exclusively under the direction, supervision, and control of 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 a independent CONSULTANT, CONSULTANT hereby indemnifies and hold CITY harmless from any and all claims that may be made against CITY based upon any contention by any third party that an employer-employee relationship exists by reason of this AGREEMENT.

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

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

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

Address:

Attention:

Phone: ()
Email:

CITY: Name:

Address:

Phone:

Email:

City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
(209)

14. INSURANCE REQUIREMENTS
During the term of this AGREEMENT, CONSULTANT shall maintain in full force and effect at its own cost and expense the insurance coverage as set forth in the attached Exhibit (C) to this AGREEMENT and shall otherwise comply with the other provisions of Exhibit (C) to this AGREEMENT. CONSULTANT is responsible for uploading updated insurance documentation to the City's "PINS Advantage" program.

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

Termination by CITY for Convenience
The City may also terminate the CONSULTANT's performance under the AGREEMENT, either in whole or in part, at tis own discretion, or when conditions encountered during the services make it impossible or impracticable to proceed, or when the City is prevented from proceeding with the AGREEMENT by act of God, by law, or by official action of a public authority, or upon a determination by the City that such termination is in the best interest and convenience of the City, or whenever the City is prohibited from completing the services for any reason. The City shall provide no less that ten (10) calendar days written notice of its intent to terminate the AGREEMENT for convenience and shall endeavor to provide the CONSULTANT with consultation with the City prior to termination.
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54 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; f. Complete performance of such part of the work as has not been terminated; g. Take such other actions as may be necessary, or as may be directed by the CITY for the protection and preservation of the work and/or property related to the work; h. If CITY so requests, and at CITY's cost, CONSULTANT shall provide sufficient oral or written status reports to make CITY reasonably aware of the status of CONSULTANT's work on the project.
i. The CONSULTANT understands and agrees that CITY may, in CITY's sole discretion, refuse to pay CONSULTANT for that portion of CONSULTANT's services which were performed by CONSULTANT on the project prior to the termination date and which remain unacceptable and/or not useful to CITY as of the termination date.

CITY will pay CONSULTANT an amount based on the percentage of satisfactory work completed in accordance with the notice or termination. The final payment to the CONSULTANT after termination for convenience shall be limited to amounts due and owing under the AGREEMENT at time of termination, including the following:
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55 j. The cost of settling and paying valid claims arising out of the termination of the work such as subconsultant AGREEMENTs or contracts for materials;
k. The AGREEMENT price allocable to the portion of the work properly performed, or goods supplied to the work site by the CONSULTANT as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the CONSULTANT.

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

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

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

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

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

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

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

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

21. WAIVER
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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- 778 -
REQUEST FOR PROPOSALS # RFP-00011

BANKING SERVICES AND LIQUIDITY FACILITIES
57 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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REQUEST FOR PROPOSALS # RFP-00011

BANKING SERVICES AND LIQUIDITY FACILITIES
58 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 as of the Effective Date.

STO
ration
(CONSULTANT)
a California corporation*
__________________________ By ________________________________ H P. LOPEZ, City Manager Name Title
By ________________________________
Name Title
__________________________ (Seal)
NAYARES-PEREZ, CMC, City Clerk
CONSULTANT's Federal ID# ______________
TO FORM:
__________________________
. SANCHEZ, City Attorney
TO FORM:
__________________________
HEW BRALEY, Risk Manager
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- 780 -
REQUEST FOR PROPOSALS # RFP-00011

BANKING SERVICES AND LIQUIDITY FACILITIES
59 EXHIBIT C: INSURANCE REQUIREMENTS FOR SERVICES
Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Consultant, his agents, representatives, employees or subcontractors.

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

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $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 Contractor has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
(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 contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Modesto.

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

This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and noncontributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss #8..
- 781 -
REQUEST FOR PROPOSALS # RFP-00011

BANKING SERVICES AND LIQUIDITY FACILITIES
60 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.

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

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

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

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

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

Acceptability of Insurers
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REQUEST FOR PROPOSALS # RFP-00011

BANKING SERVICES AND LIQUIDITY FACILITIES
61 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.

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

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

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

Subconsultants
Consultant shall require and verify that all 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:
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- 783 -
REQUEST FOR PROPOSALS # RFP-00011

BANKING SERVICES AND LIQUIDITY FACILITIES
62 City of Modesto
Attn: Risk Management
1010 10th Street
Modesto, CA 95354
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- 784 -
1 Exhibit D:

Insurance Requirements for Most Contracts
(Not for Professional Services or Construction Contracts) Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s #8..
- 786 -
3 obligation to provide them. The City of Modesto reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City reserves the right to obtain a full certified copy of any insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later.

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

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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- 787 -
Exhibit 2:

BMO Banking Services
Proposal Pricing Form
#8..
- 788 -
REQUEST FOR PROPOSALS # RFP-00011

MAINTENANCE
108 EA
$0.00 $0.00
$10.00 $1,440.00
$0.06 $335.52
$0.06 $315.36
$2.00 $24.00
$0.06 $71.28
$0.06 $32.40
$8.00 $96.00
$10.00 $240.00
$4.50 $486.00
#8..
- 789 -
REQUEST FOR PROPOSALS # RFP-00011

TRANSACTIONS
16,872 EA
20 BAI DOWNLOADS 120 EA
21 BAL REPORTING PER

TEMPLATE
936 EA
22 BALANCE ADMIN FEE 145,692 EA
23 BALANCE REPORTING
ARCHIVE-2 YEAR
12 EA
24 BALANCE REPORTING MAINT 12 EA
25 BUSINESS BANKING DEPOSITS 60 EA
26 BUSINESS BANKING

MAINTENANCE
96 EA
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$52.00 $624.00
$0.06 $10.08
$0.00 $0.00
$0.00 $0.00
$8.00 576.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.10 $14,569.20
$0.00 $0.00
$0.00 $0.00
$1.20 $72.00
$7.00 $672.00
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- 790 -
REQUEST FOR PROPOSALS # RFP-00011

TRANSMISSION
204 EA
32 COIN FURNISHED - ROLLS -
CV2
240 EA
33 COMM BANK ACH

TRANSMISSIONS
24 EA
34 COMM BK ACH CREDITS 39,180 EA
35 COMM BK ACH DEBITS 24 EA
36 CONCENTRATION DEBIT

PRENOTES
12 EA
37 CORP IMAGE DEP BASE FEE

PER ACCT
12 EA
38 CORP SWEEP-INVESCO/ AIM
FUNDS
12 EA
39 CORPORATE ACCOUNT

MAINTENANCE
24 EA
40 CSV DOWNLOADED

TRANSACTIONS
156,684 EA
41 CSV DOWNLOADS 312 EA
$1.10 $1,069.20
$0.12 $4.32
$0.04 $574.08
$0.05 $2.40
$0.00 $0.00
$0.085 $20.40
$33.75 $810.00
$0.03 $1,175.40
$0.17 $4.08
$0.03 $0.36
$35.00 $420.00
$100.00 $1,200.00
$7.00 $168.00
$0.00 $0.00
$0.00 $0.00
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- 791 -
REQUEST FOR PROPOSALS # RFP-00011

RESULTS
72 EA
56 MISMATCH POSITIVE PAY
AUTO
132 EA
57 NOC CORRECTION 24 EA
$0.0009 $48.9564
$0.12 $2.88
$8.00 $192.00
$0.00 $0.00
$0.06 $90.72
$0.06 $2.88
$1.25 $165.00
$35.00 $840.00
$0.03 $433.08
$0.65 $335.40
$0.025
$8.40
$0.055 $18.48
$0.03 $4,212.72
$0.00 $0.00
$0.75 $99.00
$0.00 $0.00
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- 792 -
REQUEST FOR PROPOSALS # RFP-00011

CREDITS
132 EA
68 OTHER CORPORATE CREDITS 12 EA
69 POSITIVE PAY AUTO RETURN 72 EA
70 POSITIVE PAY MAINTENANCE 24 EA
71 POSITIVE PAY PLAN 14,436 EA
72 POSITIVE PAYEE MONTHLY
MAINT
24 EA
73 POSITIVE PAY-PAYEE PER
ITEM
14,436 EA
$0.05 $0.60
$0.03 $271.80
$0.00 $0.00
$0.00 $0.00
$0.12 $2.88
$0.35 $37.80
$8.00 $1,728.00
$0.00 $0.00
$0.00 $0.00
$3.00 $216.00
$0.00 $0.00
$0.04 $577.44
$55.00 $1,320.00
$0.00 $0.00
$2.50 $330.00
$0.00 $0.00
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- 793 -
REQUEST FOR PROPOSALS # RFP-00011

ACCOUNT FEE
12 EA
88 ONLINE ACCOUNT - SAME
DAY
2 EA
89 DELUXE SUPPLIES ORDER 5 EA
$0.00 $0.00
$0.04 $882.72
$0.00 $0.00
$1.00 $132.00
$1.00 $204.00
$2.25 $405.00
$0.00 $0.00
$3.00 $288.00
$3.00 $36.00
$1.10 $79.20
$0.00 $0.00
$0.00 $0.00
$40.00 $480.00
$0.00 $0.00
$305.44 $1527.20
$0.04 $480.00
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- 794 -
REQUEST FOR PROPOSALS # RFP-00011

BANKING SERVICES AND LIQUIDITY FACILITIES
24 Line Item Description Estimated
Quantity
Unit of
Measure
Unit Cost Total
TOTAL
$40,460.2364
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- 795 -
Exhibit 2a:

BMO Corporate Card
Financial Proposal
#8..
- 796 -
Incentive Potential
(Year 1)
Incentive
Potential
(Full Term)
(1) Total Potential Incentive (see details below) $152,500 $662,500 (2) Bonus Payment $25,000 $25,000
$127,500 $637,500
US One Card US VPAYO
Annual Charge
Volume
US One Card Basis
Point Rebate at 14
CHD
US VPAYO Basis Point
Rebate at 14 CHD
$1,000,000 1.00% 1.00%
$2,500,000 1.35% 1.35%
$5,000,000 1.60% 1.60%
$7,500,000 1.70% 1.70%
$10,000,000 1.80% 1.80%
Charge Vol. assumption $2,500,000 $5,000,000 $0 $0 $0 $0 CHD Base Input 14
Product Offer
Products Annual Volume Total Cards Rewards Annual Fee
$2,500,000 194 No Waive
USA BMO VPAYO $5,000,000 0 n/a N/A
Total Program $7,500,000 194
Terms and Conditions
(1) This proposal is based on the above card type, spend, liability and Rewards eligibility assumptions. If the actual program is set up or maintained differently than stated below, the Bank reserves the right to modify incentives offered.

Our full range of commercial card products and electronic payment solutions can help you streamline payment processing, improve control, and drive costs out of your organization. As a leading North American issuer of Commercial and Corporate cards, you'll benefit from unsurpassed global acceptance, detailed transaction data, and best-in-class online reporting tools.

BMO Bank will pay a Contract Bonus of $25,000 for executing a 5 year term. (3) Performance Incentive
An annual incentive will be paid based on number of Customer Held Days (CHDs) and total annual Charge Volume.

USA BMO One Card
The first contract year shall commence on the effective date of the Agreement and continue for a period of twelve (12) months. Each contract year thereafter shall be a period of twelve (12) months Charges incurred in a foreign currency will be converted into local currency at the applicable conversion rate plus a fee as set forth in the applicable Customer Agreement, currently 2% of the converted amount. This includes the currency conversion fee charged by the Association. Settlement Period means the average number of days between the time that billing statements are generated and the time that the Bank receives payment. © 2025 Bank of Montreal. This document contains trade secrets and proprietary and confidential information of Bank of Montreal and its affiliates. Use for any purpose other than for which this document was provided by Bank of Montreal, or reproduction, distribution, or disclosure of this document, in whole or in part, or any information contained herein without the express written permission of Bank of Montreal is prohibited. 2025 v7.10 (2) BMO Bank will pay a Contract Bonus based on executing a 5 year term.The incentive will be paid within 90 days after the effective date of the Agreements. For any contract year in which annual volume does not reach $6,000,000 Customer shall refund to BMO Bank a prorated portion of 1/5 of the Contract Bonus. (3) This incentive will be paid within 60 days after the end of each contract year. All charge volume associated with large ticket spend will qualify for rebates but will be paid at 75 basis point (bps). Annual charge volume will be calculated as purchases less returns, credits, ATM, Warehouse and cash advances. For all transactions passed by the merchant(s) through the Transaction Processor classified as the following transaction types: Data Rate III, International (standard and other non-large ticket), and Charities, the bank will pay 100 basis point (bps). The Transaction Processors definition of the transaction types noted may change during the term of this Agreement and will be adjusted accordingly to match the definition for rebate calculations. Transaction Processors negotiated supplier rates: The Bank will pay 0 basis points on transaction volume derived from Transaction Processors negotiated supplier rates. Extend Virtual Card volume: Transaction volume incurred on a Virtual Card issued through third-party Extend (“Extend Volume”) as a Vendor Payment Solution will be included to determine the applicable Annual NTV tier at which the Rebate will be paid but the Rebate earned on Extend Volume will be paid at 75% of the Earned Incentive Rate.

If experience or cost of funds varies significantly, pricing is subject to change.

Customer Held Days (CHDs) are the average number of days between the time billing statements are generated and the time payment is received from the Customer. Rebates are net of credit losses from all products.

Early Payment Incentive 0.5 basis point (bps) will be added to the Earned Incentive Rate for every CHD less than 14 that the Customer and their Cardholders remit payment. 1 bps will be subtracted from the Earned Incentive Rate for every CHD greater than 14 up to 30 CHD that Customer and their Cardholders remit payment. If average annual CHDs exceed 30, no incentive will be paid. The Earned Incentive Rate is the Basis Point Rebate adjusted for the Early Payment Incentive. Any rates offered as part of this proposal in respect of Large Ticket Spend, Data Rate III, International, Charities and Transaction Processer negotiated supplier rates that are paid as flat bps and not a percentage of specified volume transaction are not subject to adjustment by the Earned Incentive Rate or other adjustments provided in the Corporate Card Agreement.

Rebate Adjustment: Any 50 bps +/- change in the US Federal Funds Rate will impact the listed rebate rate by -/+4bps.

ID: CBAN171369City
Treasury & Payment Solutions
Corporate Card program offer for City of Modesto based on a 5 year term Offer Valid Through 09-Apr-26
#8..

Exhibit 2b:

Elavon Pricing
Schedule
#8..
- 798 -
BMO Payment Solutions by Elavon
EXHIBIT 2

CITY OF MODESTO PRICING SCHEDULE
We propose two pricing options:
• Option 1, Service Fee:

We propose our Service Fee Program that would allow the City to offset the cost of acceptance.

When collecting payments for taxes, government fees, tuition and education expenses, a 2.40% Service Fee can be applied to both card-present and card-not-present payments. Under this program, with the cardholder’s approval, the cardholder would pay the processing fees and not the City.
• Option 2, Interchange & Assessments Fees plus:

The pricing for Visa, MasterCard and Discover transactions will be based on the Pass-Through of those Associations’ respective Interchange & Assessments Fees (cost) plus $0.025* per authorization fee.

ONE-TIME FEES / PER MERCHANT ACCOUNT
Set-Up/Reprogramming Fee $WAIVED

MONTHLY FEES / PER MERCHANT ACCOUNT
Monthly Minimum $WAIVED
PCI Security Program Fee $10

PER OCCURRENCE FEES
Chargeback/Retrieval Fee $15
NSF/Returned Item Fee $20
Voice Authorization Fee $0.85
*Processing on the Elavon Network
#8..
- 799 -
Exhibit 2c:

BMO Pricing
Proforma
#8..
- 800 -
#8..
- 801 -
#8..
- 802 -
#8..
- 803 -
#8..
- 804 -
#8..
- 805 -
#8..
- 806 -
#8..
- 807 -
#8..
- 808 -

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

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

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

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

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

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

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

10.03(h) are satisfied.

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

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

Proposer Company Name:

Name of Proposer Signatory:

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

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

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

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

_____________________________
Company/Applicant Name
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

April 27, 2026
April 23, 2026
TO: Finance Committee
David Wright, Chair
Nick Bavaro, Vice Chair
Rosa Escutia-Braaton, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Patrick Crowley, Interim Public Works Director
SUBJECT: Restated Agreements with Bertolotti Modesto Disposal, Inc. and Gilton Solid Waste Management, Inc., and Adjustment to Maximum Rate Schedule for Solid Waste Collection Services
CONTACT: Jody Strait, Interim Solid Waste Supervisor, [email protected], 209-577-6416
DESCRIPTION:

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

BACKGROUND:

The City of Modesto has contracts with two (2) private sector companies to collect residential, commercial, and industrial garbage, organics, and recyclables, Gilton Solid #9..
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Waste Management, Inc. (Gilton) and Bertolotti Modesto Disposal, Inc. (Bertolotti), collectively referred to as the Haulers.

On January 14, 1997, by Resolution No. 1997-36, Council approved the 1997 Service Agreement between the City of Modesto and Gilton. On July 24, 2001, by Resolution No. 2001-394, and on November 8, 2006, by Resolution No. 2006-708, Council approved amendments to Gilton’s 1997 Service Agreement. The amended 1997 Service Agreement with Gilton has a 10-year term with an automatic renewal (evergreen) clause that is currently in effect.

On September 18, 2001, by Resolution No. 2001-465, Council approved the 2001 Service Agreement between the City of Modesto and Bertolotti. On December 4, 2007, by Resolution No. 2007-717, Council approved an amendment to the 2001 Service Agreement. The amended 2001 Service Agreement with Bertolotti has a seven-year term with an evergreen clause that is currently in effect.

On June 27, 2023, by Resolution No. 2023-314, Council approved an agreement with HF&H Consultants, LLC. (HF&H), to conduct an audit and performance review of the City’s two (2) solid waste Haulers. The performance review included analyzing the current rate setting methodology and testing it for validity, as well as developing a new rate setting methodology.

On August 13, 2024, by Resolution No. 2024-293, Council approved the final report and recommendations of HF&H, which provided City staff with next steps for rate methodology development and hauler service agreement review.

On August 13, 2024, by Resolution No. 2024-289, Council approved the first amendment for HF&H to begin Phase Two (2) to include negotiations to amend the hauler service agreements. Service agreement negotiations between the City and the Haulers began January 2025.

On December 17, 2025, the Finance Committee was presented with a draft restated Service Agreement with Bertolotti. The item did not include a draft restated agreement with Gilton due to lack of agreement between the City and Gilton on key provisions.

The Finance Committee recommended forwarding Bertolotti’s agreement to the Council for approval on a 2/1 vote and forwarding staff’s proposal to terminate Gilton’s current agreement to Council on a 3/0 vote. In the interest of preserving the City’s longstanding partnership with Gilton and ensuring continuity in service for ratepayers, the City and Gilton reopened negotiations in January 2026 and successfully negotiated the attached draft agreement.
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DISCUSSION:

City staff value the consistency and reliability of the essential services provided by the Haulers to City of Modesto ratepayers. However, the Haulers have not been required to participate in service agreement negotiations in nearly two (2) decades, leaving the current agreements lacking financial and operational protections for the City that are standard in other jurisdictions. For example, the current agreements do not substantially comply with state law, including 14 CCR 18981.2(a) which requires that a “jurisdiction shall adopt enforceable ordinance(s), or similarly enforceable mechanisms that are consistent with the requirements of this chapter, to mandate that organic waste generators, Haulers, and other entities subject to the requirements of this chapter that are subject to the jurisdiction’s authority comply with the requirements of this chapter.” Several of the regulatory requirements delegated to the Haulers are not sufficiently documented within the current service agreements. Both agreements include an evergreen clause which is no longer the industry standard for similar agreements in the region and statewide.

The proposed restated service agreements will increase the level of accountability, transparency, and protection provided to the City and ratepayers. Updates to the agreements include revisions to insurance requirements, performance bond amounts, reporting requirements, financial audit requirements, termination protocols, and clearly defined liquidated damages. Language has been added for local purchasing preferences, event participation, and multi-family bulky item collection. State mandates related to recycling and organic waste collection have been added, along with associated risk mitigation clauses.

The proposed term length is a fixed term of 10 years with a mutual option to extend for up to four additional five-year terms. The mutual option to extend applies to each extension. The decision for the first extension shall be made prior to the end of year six of the original term. The existing evergreen clause has been removed in favor of the fixed term agreement. A fixed term agreement is intended to incentivize efficient service, transparency, and accountability for ratepayers.

In their 2023 audit, HF&H found Bertolotti’s costs were five to 10 percent higher than reasonable for operations and 10 to 15 percent higher than reasonable for labor.1 This audit also found Gilton’s costs per route to be five to 10 percent higher than reasonable and 30 to 35 percent higher than reasonable for fuel costs. A new rate setting methodology has been developed by HF&H to address these findings, remove some fee components to avoid double-compensation, and align annual cost adjustments with indices to stabilize future rate changes.
1 City of Modesto 2023 Solid Waste Financial Review and Rate Analysis #9..
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The new rate setting methodology is cost based in years one (1), three (3), and seven (7), with the lowest cost hauler determining the recommended rate. Hauler costs are benchmarked against industry standards and nearby jurisdictions to detect inefficiencies. In non-cost-based years, rates are adjusted using a multi-index adjustment that consists of CPI-U2, with separate indices for fuel, motor vehicle maintenance, and employee expenses. Up to four (4) financial audits may be conducted at the hauler’s cost. Solid waste collection rates are comprised of a base rate and layered with line-item fees as follows.

1. Base Rate
The base rate is compiled through analysis of the cost of service from the last complete FY, in this case FY 24/25. HF&H and City staff reviewed applicable expenses from each hauler, then determine the lowest cost hauler for residential, commercial, and industrial services. The lowest cost hauler’s cost per customer determines the base rate. Additional fees for additional City services are layered on the base rate.

2. Carpenter Road Landfill Fee
The Carpenter Road Landfill Fee provides funding to the City’s costs for maintaining and improving the Carpenter Road Landfill to meet State requirements. No change is proposed to Carpenter Road Landfill Fees for this rate cycle.

3. City SB 1383 Implementation Fee
The City SB 1383 Implementation Fee provides funding to the City’s Solid Waste Division costs for implementing and maintaining SB 1383 regulations to meet State requirements. No change is proposed to the City SB 1383 Implementation Fees for this rate cycle.

4. Compost Facility Improvements Fee
The Compost Facility Improvements Fee provides funding to the City’s Compost Facility to upgrade key operating equipment and complete improvements such as grading, paving, and drainage upgrades required to meet State regulations. No change is proposed to Compost Facility Improvements Fees for this rate cycle.

5. Geer Road Landfill Fee
The Geer Road Landfill Fee provides funding to the City’s costs for jointly maintaining and improving the Geer Road Landfill with Stanislaus County to meet State requirements. No change is proposed to Geer Road Landfill Fees for this rate cycle.

6. Green Waste Fee
The Green Waste Fee provides funding to the City’s Green Waste Division for street or alley collection of large green waste. This coincides with the City’s Compost Facility rate, where the waste collected by the Green Wast Division is processed. Green waste diversion assists the City with achieving Assembly Bill 939 compliance. No change is proposed to Green Waste Fees for this rate cycle. 2 Consumer Price Index (CPI)
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Finance CommitteeApril 27, 2026

Finance Committee
April 27, 2026