Modesto City Council
June 23, 2026

Awards for in-kind assistance may range between $1,000-$5,000. The same applies for monetary contributions: $1,000-$5,000. Requests for a combination of in-kind and monetary grants are permitted provided they do not exceed their respective thresholds.

For Fiscal Year 25-26, the value of in-kind support and monetary grants is capped at $50,000 each.

On March 3, 2026, by Resolution No. 2026-59, Council approved an in-kind contribution of $2,500 to the Juneteenth Celebration. The grant funding portion of the request was not included with Council’s approval.

To date, the City has awarded $22,315 of in-kind support and $23,157 of monetary support.

DISCUSSION:

New applications for event and program grants happening in the second half of FY 2025-2026 were accepted online from July 7, 2025 – September 30, 2025. A total of two applications were received, and both were deemed complete.

On May 6th, the Culture Commission reviewed the applications and recommended both for funding by unanimous decision.

Applicant Event In-Kind
(Value)
Grant
Funding
Total
Award
Improve Your Tomorrow Modesto’s Graduation
Celebration
N/A $2,500 $2,500
King-Kennedy Memorial
Center Board of Directors
Juneteenth Celebration N/A* $2,200 $2,200
$0 $4,700 $4,700
*In-kind support already approved by Council Resolution 2026-59 FISCAL IMPACT:

Awards of in-kind grants for Fiscal Year 2025-2026 are limited to $50,000 and are incorporated in multiple Department operating budgets (Parks, Recreation and Neighborhoods, Police, Fire, Public Works, and Community and Economic Development). Monetary support grant awards for Fiscal Year 2025-2026 are also limited to $50,000 and are budgeted in Parks, Recreation and Neighborhood’s Administration budget (0100-31010-54920).

Grant Funding: To date, a total of $23,157 in grant funding has been awarded. Council approval of the additional $4,700 will bring the total awarded to $27,857; leaving a balance of $22,143.

COMMITTEE RECOMMENDATION:

This item was presented to Finance Committee on May 18, 2026, and was recommended to forward to Council for Council for approval. #14..
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City Council, June 23, 2026
Community/Special Event and Program Grant Awards for Fiscal Year 2025-2026

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 COUNCIL ACTION:

Staff Recommendations:

Resolution approving the Community/Special Event and Program Grants for grant funding of $4,700 for events and programs planned in the second half of Fiscal Year 2025-2026.

Approved by:

Jeremy Rogers, Director of Parks, Recreation
and Neighborhoods Department
Joseph P. Lopez, City Manager
Attachments:

1. Resolution

2. Grant Applications
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06/23/2026/PRN/JRogers/Item XX 1 2026-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2026-XX

RESOLUTION APPROVING THE COMMUNITY/SPECIAL EVENT AND
PROGRAM GRANTS FOR GRANT FUNDING OF $4,700 FOR EVENTS AND PROGRAMS PLANNED IN THE SECOND HALF OF FISCAL YEAR 2025-2026 WHEREAS, the City of Modesto recognizes that Community/Special Event and Program Grants provide quality of life and economic benefits to Modesto; and
WHEREAS, Administrative Directive 3.8 establishes guidelines for those seeking City support (in-kind) or monetary assistance (grants) for an upcoming community or special event, or a program, offers online tools and resources, sets annual funding thresholds, implements an application review board, improves applicant accountability, and promotes fiscal responsibility; and WHEREAS, two new applications for event and program grants happening in the second half of FY 2025-2026 were accepted online from July 7, 2025 through September 30, 2025; and
WHEREAS, on May 6th, the Culture Commission reviewed the applications and recommended both for funding by unanimous decision; and WHEREAS, the Finance Committee reviewed this item on May 18, 2026, and recommended forwarding it to the City Council for approval; and WHEREAS, the proposed Community/Special Event and Program Grant awards include $4,700 in grant funding as detailed below:
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06/23/2026/PRN/JRogers/Item XX 2 2026-XX
Applicant Event In-Kind
(Value)
Grant
Funding
Total
Award
Improve Your Tomorrow Modesto’s Graduation
Celebration
N/A $2,500 $2,500
King-Kennedy Memorial
Center Board of
Directors
Juneteenth Celebration N/A* $2,200 $2,200
$0 $4,700 $4,700
*In-kind support already approved by Council Resolution 2026-59 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Modesto that it hereby approves the Community/Special Event and Program Grants for grant funding of $4,700 for events and programs planned in the second half of Fiscal Year 2025-2026 under Administrative Directive 3.8 for the events listed above; with funding sourced from the General Fund and allocated within the Parks, Recreation and Neighborhoods Department budget. #14..
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06/23/2026/PRN/JRogers/Item XX 3 2026-XX
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 23rd day of June, 2026, by Councilmember ______________, who moved its adoption, which motion being duly seconded by Councilmember ____________, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST: _____________________________

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

BY: ________________________________
JOSE M. SANCHEZ, City Attorney
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The Improve Your Tomorrow (IYT) Central Valley Graduation Celebration is a citywide event recognizing the academic achievements and milestones of over 150 promoting 8th grade and graduating high school seniors from Modesto. This event serves students who have participated in IYT's programming throughout their academic journey, recognizing their growth and achievements as they promote to the next grade level or graduate from high school and transition into college, career, and post-secondary opportunities. The purpose of the event is to celebrate student success, reinforce the importance of education, and honor the commitment of students, families, and mentors. IYT has a strong history of -generation, low income students of color in achieving academic success and pursuing higher education. Planned activities include a formal recognition ceremony, student, staff, and community speakers. Students will be celebrate alongside community partners and local leaders. The event will be promoted through IYT's national website, along with targeted outreach to students and families by program staff. Our team will collaborate with school partners and community stakeholders to ensure broad awareness and participation across the Modesto area. Additionally, the event will be promoted Outreach efforts will include email, text messaging platforms, and in-person engagement, with all communications provided in both English and Spanish to ensure accessibility for all families.
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- Central Valley LOCATION: CENTRAL VALLEY CLASS: 2026 GRANT: N/A 05/08/2026 PROJECTED ATTENDANCE: 400 BUDGET: PROJECTED ACTUAL VARIANCE LINE ITEM $0.00 $0.00 $2,000.00 $0.00 $3,026.00 $0.00 $0.00 $0.00 $600.00 $0.00 $600.00 $0.00 $450.00 $0.00 $500.00 $0.00 TOTAL: $7,176.00 $0.00 $7,176.00 Vendor Fees Miscellaneous IYT CV GRADUATION CELEBRATION - MODESTO BUDGET OVERVIEW Venue Catering Gifts Performance(s) Decor Printing & Signage #14..
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Category Item Projected Actual VarianceNotes $0.00 $0.00 Venue Facility Costs $0.00 (Pending Reservation) Covered - Thomas Downey High School Insurance $0.00 Security $0.00 Parking $0.00 Audio Visual Technician $0.00 Projector and Screen Rental $0.00 $2,000.00 $0.00 Catering Appetizers $0.00 400 Guests Dessert $1,200.00 Beverages $800.00 $3,026.00 $0.00 Gifts Certificates $845.00 $5 per certificate with cover (169 Students) High School Senior IYT Stoles/Sashes $1,860.00 $30 Per Stole (62 Seniors, including early Elliott grads) Middle School Cords $321.00 Black & White Cords $3 Per Cord (107 8th Graders) $0.00 $0.00 Performances DJ $0.00 $600.00 $0.00 Rentals & Decor Decor $300.00 Florals/Balloons $300.00 $600.00 $0.00 Printing & Signage Table Signage/Centerpiece Printing $100.00 Programs $300.00 Event Signage $200.00 $450.00 $0.00 Vendor Fees Photobooth $0.00 Photography (Day of) $450.00 $500.00 $0.00 Miscellaneous Miscellaneous $500.00 $7,176.00 $0.00 Vendor Fees Miscellaneous

IYT CV GRADUATION CELEBRATION - MODESTO BUDGET BREAKDOWN Venue Catering Gifts Performances & Speaker Decor Printing & Signage #14..
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Applicant:

Event/Program: IN-KIND VALUE Quantity Item Guidelines Cost/Fee Staff Hours Total 0 0.00 $0.00 0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
0 0.00 $0.00
Total $0.00
Criteria: Grants for in-kind support shall not exceed $5,000.

Contact List
Department Email Phone Number
Email Parks, Recreation and Neighborhoods Dept. 209- 577-5344 Email Modesto Police Department - Permits 209-572-9679
Email Modesto Fire Department - Fire Prev. 209-571-5553 Email Public Works - Solid Waste 209-577-5494
Email Public Works - Street Sweeping 209-577-5494
Email Utilities Department 209-342-2246
Email Public Works - Parking Division 209-342-2216
Community/Special Event and Program - In-Kind Fee Calculator Imrove Your Tomorrow
High School/Middle School Graduation Ceremony
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Secretary of State
Certificate of Status
I, SHIRLEY N. WEBER, PH.D., California Secretary of State, hereby certify:

The above referenced entity is active on the Secretary of State's records and is authorized to exercise all its powers, rights and privileges in California.

This certificate relates to the status of the entity on the Secretary of State’s records as of the date of this certificate and does not reflect documents that are pending review or other events that may impact status.

No information is available from this office regarding the financial condition, status of licenses, if any, business activities or practices of the entity.

Active
Entity Name:

Entity No.:

Registration Date:

Entity Type:
06/19/2013
Nonprofit Corporation - CA - Public Benefit
Status:

Formed In: CALIFORNIA

IMPROVE YOUR TOMORROW
IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of April 17, 2026.

SHIRLEY N. WEBER, PH.D.

Secretary of State
Certificate No.:

To verify the issuance of this Certificate, use the Certificate No. above with the Secretary of State Certification Verification Search available at bizfileOnline.sos.ca.gov. 447611833
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IMPROVE YOUR TOMORROW
Audited Financial Statements
June 30, 2024
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IMPROVE YOUR TOMORROW

AUDITED FINANCIAL STATEMENTS
June 30, 2024

TABLE OF CONTENTS
Audited Financial Statements
Independent Auditor’s Report ....................................................................................................................................... 1 Statement of Financial Position ..................................................................................................................................... 3 Statement of Activities .................................................................................................................................................. 4 Statement of Functional Expenses ................................................................................................................................. 5 Statement of Cash Flows ............................................................................................................................................... 6 Notes to Basic Financial Statements .............................................................................................................................. 7 #14..
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550 Howe Avenue, Suite 210
Sacramento, California 95825
Telephone: (916) 564-8727
FAX: (916) 564-8728
1 INDEPENDENT AUDITORS REPORT
Board of Directors
Improve Your Tomorrow
Sacramento, California
Opinion
We have audited the accompanying financial statements of the Improve Your Tomorrow (IYT), which comprise the statement of financial position as of June 30, 2024, and the related statements of activities, functional expenses and cash flows for the year then ended, and the related notes to the financial statements.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of IYT as of June 30, 2024, and the changes in its net assets and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of IYT and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Correction of Errors and Reclassification
As described in Note P, correction of errors and reclassifications were made during the current year. Accordingly, adjustments have been made to net assets with donor restrictions as of July 1, 2023 to correct these errors.

Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about IYT’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards and Government Auditing Standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial #14..
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Board of Directors
Improve Your Tomorrow
2 likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with generally accepted auditing standards and Government Auditing Standards, we:

Exercise professional judgment and maintain professional skepticism throughout the audit.

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of IYT’s internal control. Accordingly, no such opinion is expressed.

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about IYT’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated November 24, 2025, on our consideration of IYT’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness of IYT’s internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering IYT’s internal control over financial reporting and compliance.

November 24, 2025
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ASSETS
Cash and cash equivalents $ 1,352,886
Grants receivable 3,940,225
Contributions receivable 768,310
Program fees receivable 110,527
Prepaid expenses and other assets 54,811
Fixed assets, net 2,126,840
Right-of use assets, net 17,156
TOTAL ASSETS $ 8,370,755

LIABILITIES AND NET ASSETS

LIABILITIES
Accounts payable and other liabilities $ 155,193
Accrued payroll and vacation payable 678,527
Accrued interest payable 12,338
Refundable advance 453,493
Loan payable 1,913,254
CARES Act loan payable 477,262
Line of credit 500,000
Lease liabilities 17,622
TOTAL LIABILITIES 4,207,689

NET ASSETS
Without donor restrictions 926,991
With donor restrictions 3,236,075
TOTAL NET ASSETS 4,163,066
TOTAL LIABILITIES AND NET ASSETS $ 8,370,755
See notes to the financial statements.

IMPROVE YOUR TOMORROW

STATEMENT OF FINANCIAL POSITION
June 30, 2024
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Without Donor With Donor
Restriction Restriction Total

SUPPORT AND REVENUES
Grant and contracts $ 6,416,988 $ 6,416,988
Program fees 4,847,785 4,847,785
Contributions 770,522 3,364,258 $ 4,134,780
Interest income 13,081 13,081
Special events 121,360 121,360
Miscellaneous revenue 18,511 18,511
Net assets released from restriction 1,128,491 (1,128,491) TOTAL SUPPORT AND REVENUES 13,316,738 2,235,767 15,552,505

EXPENSES
Program Services 11,433,472 11,433,472
Supporting Services:

Management and general 2,847,773 2,847,773
Fundraising 594,143 594,143
Total Supporting Services 3,441,916 3,441,916 - TOTAL EXPENSES 14,875,387 14,875,387 - CHANGE IN NET ASSETS (1,558,649) 2,235,767 677,118 Net assets at beginning of the year 2,485,640 956,257 3,441,897 Restatement 44,051 44,051
Net assets at beginning of year, as restated 2,485,640 1,000,308 3,485,948 NET ASSETS AT END OF YEAR 926,991 $ $ 3,236,075 $ 4,163,066 See notes to the financial statements.

IMPROVE YOUR TOMORROW

STATEMENT OF ACTIVITIES
Year Ended June 30, 2024
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Program Management
Services and General Fundraising Total
Salaries and wages $ 8,362,173 $ 859,309 $ 354,204 $ 9,575,686 Payroll taxes 673,181 97,627 27,968 798,776
Benefits 376,516 118,020 2,324 496,860
9,411,870 1,074,956 384,496 10,871,322
Conferences and meetings 762,092 148,552 10,655 921,300 Professional fees 234,600 357,034 104,547 696,180
Office expenses 53,583 283,787 6,336 343,706
Information technology 150,041 159,750 4,102 313,893
Advertising and promotions 172,962 28,006 834 201,802
Occupancy 76,911 337,710 414,621
Travel 401,725 160,644 4,421 566,790
Grants and assistance to others 168,499 5,843 174,341
Insurance 67,677 67,677
Special events expense 1,187 78,752 79,940
Depreciation 72,801 72,801
Interest expense 151,014 151,014
TOTAL EXPENSES $ 11,433,472 $ 2,847,773 $ 594,143 $ 14,875,387 See notes to financial statements.

IMPROVE YOUR TOMORROW

STATEMENT OF FUNCTIONAL EXPENSES
Year Ended June 30, 2024
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CASH FLOWS FROM OPERATING ACTIVITIES
Change in net assets $ 677,118
Adjustments to reconcile change in net assets to
net cash (used) provided by operating activities:

Depreciation 72,801
Amortization of right-of-use assets 128,309
Bad debt expense 52,240
Changes in operating assets and liabilities:

Grants receivable (1,994,724)
Contributions receivable 6,956
Program fees receivable (30,981)
Other receivables 710
Prepaid expenses and other assets 15,007
Accounts payable and other liabilities (62,558)
Accrued payroll and vacation payable 269,602
Accrued interest payable 3,030
Refundable advance 151,820
Lease liabilities (130,510)
NET CASH USED BY OPERATING ACTIVITIES (841,180)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of fixed assets (86,544)
NET CASH USED BY INVESTING ACTIVITIES (86,544)

CASH FLOWS FROM FINANCING ACTIVITIES
Repayments on CARES Act loan (14,204)
Repayments on loan payable (55,675)
Proceeds from line of credit 1,850,000
Repayments from line of credit (1,350,000)
NET CASH PROVIDED BY FINANCING ACTIVITIES 430,121 NET CHANGE IN CASH AND CASH EQUIVALENTS (497,603) Cash and equivalents at beginning of year 1,850,489 CASH AND CASH EQUIVALENTS AT END OF YEAR 1,352,886 $
SUPPLEMENTARY INFORMATION:

Interest paid during year $ 147,984
Cash paid for amounts included in the measurement of lease liabilities 129,425 See notes to financial statements.

IMPROVE YOUR TOMORROW

STATEMENT OF CASH FLOWS
Year Ended June 30, 2024
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IMPROVE YOUR TOMORROW

NOTES TO THE FINANCIAL STATEMENTS
June 30, 2024
7 NOTE A – ORGANIZATION AND DESCRIPTION OF PROGRAM SERVICES General: Improve Your Tomorrow (IYT) is a California not-for-profit formed to increase the number of young men of color attending and graduating from colleges and universities. The programs of IYT comprise:

IYT College Academy – This program serves young men of color at traditional middle and high schools in Sacramento County. Participants can enter the program anytime from 7th to 11th grade and continue with IYT through college graduation. The primary intended outcomes are to decrease suspension rates, decrease chronic absenteeism, increase high school graduation and increase college readiness and attendance.

IYT College Completion – This program serves young men of color at colleges and universities across in the state of California. Participants can enter the program at two different entry points, (1) at a participating IYT high school or (2) at California State University, Sacramento. The primary intended outcomes are to increase college retention rates, increase college graduation rates and better prepare students to enter the workforce.

NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation: Financial statement presentation follows the Financial Accounting Standards Board in its Accounting Standards Codification (ASC) 958-205, Financial Statements of Not-for-Profit Entities – Presentation of Financial Statements. Under (ASC) 958-205, IYT is required to report information regarding its financial position and activities according to two classes of net assets: net assets without donor restrictions and net assets with donor restrictions. The financial statements of IYT have been prepared on the accrual basis of accounting. Net assets are classified based on the existence or absence of donor-imposed restrictions. Accordingly, IYT classifies its net assets and changes in net assets as follows:

Net assets without donor restrictions — Net assets not subject to donor-imposed restrictions. Net assets without donor restrictions may be designated for use by the Board of Directors for a specific purpose. IYT has no such designations by the Board of Directors.

Net assets with donor restrictions — Net assets subject to donor-imposed restrictions that may or will be met either by actions of IYT and/or the passage of time. When the donor-imposed restriction is satisfied or the restriction ends, IYT reclassifies net assets with donor restrictions to net assets without donor restrictions.

Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents: Cash and cash equivalents consist of cash on hand and highly liquid investments with original or remaining maturities of three months or less at the time of purchase.

Revenue Recognition: Revenue from governmental contracts are recognized to the extent of qualifying expenses incurred, up to the grant or contract ceiling. Any excess of expenses incurred over cash received is recorded as a grants receivable; any excess of cash received over qualifying expenses incurred is recorded as deferred revenue.

Contributions are recognized as revenue when they are received or unconditionally pledged. Contributions received are recorded as with or without donor restrictions depending on the existence and/or nature of any donor restrictions.

When a restriction expires, that is, when a stipulated time restriction ends or purpose restriction is accomplished, net assets with donor restrictions are reclassified to net assets without donor restrictions and reported in the statement of activities as net assets released from restrictions. Contributions that are restricted are classified as net assets without donor restriction if the restriction expires in the reporting period in which the revenue is recognized.

Grants Receivable and Contributions Receivable: At June 30, 2024, IYT’s receivables included amounts due but not yet received. The carrying value of receivables, net of the allowance for doubtful accounts, if any, represents their estimated net realizable value. The allowance for doubtful accounts, if any, is estimated based on historical #14..
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IMPROVE YOUR TOMORROW

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
June 30, 2024
8 NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) collection trends, type of receivable, the age of outstanding receivables, and existing economic conditions. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Management believes no allowance is necessary as there is no history of receivable write-offs and amounts due are primarily bound by contract. All of the receivables are expected to be collected within one year.

Accrued Vacation Payable: It is IYT’s policy to accumulate a limited amount of earned but unused vacation time, which will be paid to employees upon taking vacations or upon separation.

Fixed Assets: Acquisitions of equipment and furniture of $2,500 or more are capitalized. Equipment and furniture are stated at cost and depreciation, or amortization is computed when assets are placed in service using the straightline method over estimated useful lives of three to seven years. Expenditures for maintenance and repairs are charged to expense as incurred.

Leases: IYT determines if an arrangement is or contains a lease at inception. Leases are included in right-of-use (ROU) assets and lease liabilities in the statement of financial position. ROU assets and lease liabilities reflect the present value of the future minimum lease payments over the lease term, and ROU assets also include prepaid or accrued rent. Operating lease expense is recognized on a straight-line basis over the lease term. IYT does not report ROU assets and lease liabilities for its short-term leases (leases with a term of 12 months or less). Instead, the lease payments of those leases are reported as lease expense on a straight-line basis over the lease term. Lease terms may include options to extend or terminate the lease when it is reasonable certain that IYT will exercise that option.

Functional Expenses: The costs of providing program services and supporting services have been summarized on a functional basis in the Statement of Activities and in the Statement of Functional Expenses. Accordingly, certain costs have been allocated based on employees’ time incurred and management’s estimate of the usage of resources.

Donated Materials and Services: Donated materials are recorded as contributions at their estimated value at date of receipt. Donated services that create or enhance nonfinancial assets or that require specialized skills, are provided by individuals possessing those skills, and would typically need to be purchased if not provided by donation, are recorded at their fair values in the period received.

IYT also receives donated services from a variety of unpaid volunteers assisting in leadership, committees, fundraising activities and program services. The value of this donated time is not reflected in the accompanying financial statements since it does not meet the criteria for recognition as a contribution.

Income Tax Status: IYT is exempt from income taxes under Section 501(c)(3) of the Internal Revenue Code and Section 23701d of the California Revenue and Taxation Code. In addition, the IYT qualifies for the charitable contribution deduction under Section 170(b)(1)(A) and has been classified as an organization that is not a private foundation under Section 509(a)(2).

Management of the IYT has evaluated the tax positions and related income tax contingencies. Management does not believe that any material uncertain tax positions exist. IYT’s federal returns could generally be subject to examination by federal taxing authorities for three years after they are filed. The IYT’s state returns could be subject to examination by state taxing authorities, generally for four years after they are filed. Federal returns prior to 2021 and state returns prior to 2020 are no longer subject to examination.

Advertising: IYT expenses advertising costs when incurred. Total advertising costs charged to various activities during the year ended June 30, 2024 was $201,802 and is included in advertising and promotions on the schedule of functional expenses.

Subsequent Events: IYT evaluated all events or transactions that occurred after June 30, 2024 and up to November 24, 2025, the date the financial statement was available to be issued. During this period, IYT did not have any recognizable subsequent events. Certain nonrecognizable subsequent events are described in Note O. #14..
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NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
June 30, 2024
9 NOTE C – LIQUIDITY AND AVAILABILITY
The following represents IYT’s financial assets at June 30, 2024:

Cash and cash equivalents $ 1,352,886
Grants receivable 3,940,225
Contributions receivable 768,310
Program fees receivable 110,527
Total financial assets 6,171,948
Less: Net assets with donor restrictions (3,236,075)
Financial assets available to meet general expenditures $ 2,935,873 Donor restricted assets are available only for the programs listed in Note K, Net Assets with Donor Restrictions.

IYT’s cash is maintained in checking accounts, providing the needed liquidity for general expenses within one year of the balance sheet date. As part of the IYT’s liquidity management plan, cash in excess of daily needs is held in a savings account.

NOTE D – GRANTS RECEIVABLE
Grants receivable, which are considered collectible by management, consisted of the following at June 30, 2024:

State of California $ 2,235,106
Foundations 707,848
Various communities 259,661
Other 335,000
Cities 199,508
State of Maryland 107,901
State of Minnesota 95,201
$ 3,940,225
NOTE E – CONTRIBUTIONS RECEIVABLE
The Organization has received commitments for contributions, with collection periods through December 2032.

Amounts are discounted at a rate of 3% to present value of estimated future cash flows. Unconditional promises to give at June 30, were as follows:

Gross unconditional promises to give:

Less than one year $ 249,766
One to five years 500,000
Over five years 40,000
789,766
Less discount to present value (21,456)
Promises to give, net $ 768,310
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NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
June 30, 2024
10 NOTE F – FIXED ASSETS
Fixed assets consisted of the following as of June 30, 2024:

Land $ 700,000
Building 1,408,731
Vehicles 86,544
Furniture 49,250
Office computers 35,192
Total cost 2,279,717
Less: accumulated depreciation (152,877)
$ 2,126,840
Depreciation expense was $72,801 for the year ended June 30, 2024.

NOTE G – LINE OF CREDIT
In February 2024, IYT entered into a revolving line of credit with a maximum amount $1,000,000. The line bears interest at the secured overnight financing rate (SOFR) plus 3%. The rate at June 30, 2024 was 12.74%. IYT was required to make interest only payments starting March 11, 2024. The principal and all outstanding balances were due no later than February 11, 2025. IYT has $500,000 outstanding on its line of credit at June 30, 2024.

This line of credit was repaid in September 2024 and was canceled in February 2025. A new line of credit was obtained for $2,000,000 in January 2025 with an interest rate of SOFR plus 2.25%.

NOTE H – CARES ACT LOANS
IYT received a loan of $150,000 under the Economic Injury Disaster program on May 26, 2020. The loan was modified in May 2021 to increase the note to $500,000. The loan bears an interest rate of 2.75% and is due in monthly installments of $2,204 beginning November 2022 over 30 years. This loan is secured by all tangible and intangible property of IYT. The future minimum principal payments are as follows:

Year Ended June 30,
2025 $ 11,508
2026 11,883
2027 12,268
2028 12,664
2029 13,072
Thereafter 415,867
Total $ 477,262
NOTE I – LOAN PAYABLE
On November 7, 2022, IYT purchased a commercial building for $2,500,000 for its headquarters. The building was purchased with a $2,000,000 loan from JP Morgan Chase Bank with an interest rate of 6.23%. Monthly payments of principal and interest totaling $14,700 began on December 7, 2022, but payments from May 2024 to April 2026 were applied entirely to interest. All unpaid principal and interest are due and payable on November 7, 2029. The future minimum payments are as follows:
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NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
June 30, 2024
11 NOTE I – LOAN PAYABLE (Continued)
Year Ended June 30,
2025 $ - 2026 16,962
2027 56,683
2028 60,317
2029 64,184
Thereafter 1,715,108
Total $ 1,913,254
NOTE J – LEASES
IYT assesses whether an arrangement qualifies as a lease (i.e. conveys the right to control the use of identified assets for a period of time in exchange for consideration) at inception and only reassesses its determination if the terms and conditions of the arrangement are changed. At lease commencement, lease liabilities are recognized based on the present value of the remaining lease payments and discounting using IYT’s incremental borrowing rate. The weighted-average discount rate applied to calculate the lease liability as of June 30, 2024, was 4.25%. As of June 30, 2024, the weighted-average remaining lease term for IYT’s operating leases was approximately 0.98 years. The right-of-use asset is recorded net of accumulated amortization of $252,258 at June 30, 2024.

Future minimum lease payments will be as follows:

Year Ended June 30,
2025 $ 17,741
Total lease payments 17,741
Less: imputed interest (119)
Present value of lease liabilities $ 17,622
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NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
June 30, 2024
12 NOTE K – NET ASSETS WITH DONOR RESTRICTIONS
Net assets with donor restrictions consisted of the following at June 30, 2024:

Subject to the passage of time:

Contributions for fiscal year 2024/25 $ 18,308
Promises to give that are unavailable for expenditure until due 715,210 733,518
Subject to purpose restriction:

Services in San Francisco and bay area 749,107
Mentorship, tutoring, student development for Men of Color in Merced County 350,700
Technology lab and other facilities 250,000
Expansion in the Central Valley 191,149
Holiday Heroes campaign 160,237
Internship program 158,896
Campaign to Payoff Building 115,311
Sacramento and Northern California counties 98,044
Learning Lab 92,658
Sacramento region mental fellows 90,887
College Access 60,232
College Academy - College Success Center 46,795
Mental health services 38,994
Purchase of Van 25,000
Modesto sites 25,000
Policy and advocacy 17,522
Other 32,025
2,502,557
$ 3,236,075
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NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
June 30, 2024
13 NOTE K – NET ASSETS WITH DONOR RESTRICTIONS (Continued) IYT’s net assets were released from donor restrictions by incurring expenses satisfying the restricted purpose or by occurrence of the passage of time or other events specified by the donors as follows for the year ended June 30, 2024:

Time restrictions met:

Pledge receivables collected $ 183,334
Contributions 31,692
Purpose restrictions met:

Expansion in the Central Valley 329,111
Mental health services 138,820
Services in San Francisco and bay area 98,393
Internship program 91,104
Sacramento and Northern California counties 51,956
Policy and advocacy 42,479
College Access 26,524
Conference support 25,000
Mentorship, tutoring, student development for
Men of Color in Merced County 24,300
College Mentor Stipends 20,465
Campaign to Payoff Building 18,189
Other 47,124
$ 1,128,491
NOTE L – CONTINGENCIES
IYT receives grants for specific purposes that are subject to review and audit by the funding source. Such audits could result in the funding source’s request for reimbursement for expenditures disallowed under the terms and conditions of the contracts. Management is of the opinion that no material liabilities will result from potential audits.

NOTE M – RETIREMENT PLAN
IYT has established a salary deferral plan under Internal Revenue Code 403(b) covering employees for certain employees. Employees are eligible to participate after one year of service and completing 1,000 hours of service.

Under the plan, IYT makes matching and nonelective contributions to the plan. Employees vest in employer contributions after five years of service. Contributions to the plan were $50,084 for the year ended June 30, 2024.

NOTE N – CONCENTRATIONS
A substantial portion of IYT’s revenue is obtained from government grants and school districts for program fees.

During the year ended June 30, 2024, grants earned from the AmeriCorp and State of California comprised 18% and 16% of IYT’s total revenues, respectively.

The balances maintained in the financial institution are insured by the Federal Deposit Insurance Corporation up to $250,000. At June 30, 2024, IYT had an uninsured cash balance in the amount of $1,135,596. #14..
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NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
June 30, 2024
14 NOTE O – SUBSEQUENT EVENTS
In June 2025, IYT received a donation of five parcels of land with an estimated fair value of $650,000. The land is intended for future facility development in Sacramento, California.

In August 2025, IYT reached a settlement agreement with a former employee related to a legal claim and was required to pay $96,500.

NOTE P – RESTATEMENT
IYT discovered in fiscal year 2024 that revenue that was previously classified as a restricted unconditional contribution met the criteria for a conditional contribution. Corrections were made in the year ended June 30, 2024, which resulted in net assets with donor restriction decreasing by $298,473 as of June 30, 2023, refundable advances increasing by $298,473 as of June 30, 2023 and revenue decreasing by $298,473 for the year ended June 30, 2023.

IYT determined during the year ended June 30, 2024, that certain unconditional pledges related to the capital campaign were omitted in the year ended June 30, 2023. Due to this correction, pledge receivables were increased by $345,000, the related discount on pledge receivables increased by $2,476, and net assets with donor restrictions at June 30, 2023 were increased by $342,524.

As a result of the prior period adjustments, the net assets reported on the statement of financial position as of July 1, 2023 have been restated as follows:

Net Assets
With Donor Total
Restrictions Net Assets
Net assets as of June 30, 2023, as previously reported $ 956,257 $ 3,441,897 Reclassification of grant from restricted contribution
to conditional contribution (298,473) (298,473)
Record unconditional pledges receivable 342,524 342,524 Total Restatements 44,051 44,051
Net position and fund balance as of
June 30, 2023 as restated $ 1,000,308 $ 3,485,948
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Compliance Reports
June 30, 2024
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COMPLIANCE REPORTS
June 30, 2024

TABLE OF CONTENTS
Compliance Reports
Independent Auditor’s Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards ................................................................................................... 1 Independent Auditor’s Report on Compliance for Each Major Program and on Internal Control Over Compliance Required by the Uniform Guidance ................................................................................ 3 Schedule of Findings and Questioned Costs .................................................................................................................. 6 Schedule of Expenditures of Federal Awards ..............................................................................................................

Notes to Schedule of Expenditures of Federal Awards ............................................................................................... 1 Corrective Action Plan ................................................................................................................................................ 12 #14..
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550 Howe Avenue, Suite 210
Sacramento, California 95825
Telephone: (916) 564-8727
FAX: (916) 564-8728
1 INDEPENDENT AUDITOR'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND

ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS

PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS To the Board of Directors
Improve Your Tomorrow
Sacramento, California
We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of Improve Your Tomorrow (IYT) (a nonprofit organization), which comprise the statement of financial position as of June 30, 2024, and the related statements of activities, statement of functional expenses, and cash flows for the year then ended, and the related notes to the financial statements, and have issued our report thereon dated November 24, 2025.

Report on Internal Control Over Financial Reporting
In planning and performing our audit of the financial statements, we considered IYT’s internal control over financial reporting (internal control) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of IYT's internal control. Accordingly, we do not express an opinion on the effectiveness of IYT's internal control.

Our consideration of internal control was for the limited purpose described in the preceding paragraph and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies and therefore, material weaknesses or significant deficiencies may exist that were not identified. However, as described in the accompanying schedule of findings and questioned costs, we identified certain deficiencies in internal control that we consider to be material weaknesses and significant deficiencies.

A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the entity's financial statements will not be prevented, or detected and corrected, on a timely basis. We consider the deficiency described in the accompanying schedule of findings and questioned costs as item 2024-001 to be a material weakness.

A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. We consider the deficiencies described in the accompanying schedule of findings and questioned costs as items 2024-002 and 2024- 003 to be significant deficiencies.

Report on Compliance and Other Matters
As part of obtaining reasonable assurance about whether IYT's financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the financial statements. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed instances of noncompliance or other matters that are required to be reported under Government Auditing Standards and which are described in the accompanying schedule of findings and questioned costs as item 2024-004.
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Board of Directors
Improve Your Tomorrow
2 Improve Your Tomorrow’s Response to Findings
Government Auditing Standards requires the auditor to perform limited procedures in IYT’s response to the findings identified in our audit and described in the accompanying schedule of findings and questioned costs. IYT’s response was not subjected to the other auditing procedures applied in the audit of the financial statements and, accordingly, we express no opinion on the response.

Purpose of this Report
The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the organization's internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the organization’s internal control and compliance. Accordingly, this communication is not suitable for any other purpose.

November 24, 2025
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550 Howe Avenue, Suite 210
Sacramento, California 95825
Telephone: (916) 564-8727
FAX: (916) 564-8728
3 INDEPENDENT AUDITOR'S REPORT ON COMPLIANCE FOR EACH MAJOR PROGRAM AND ON

INTERNAL CONTROL OVER COMPLIANCE REQUIRED BY THE UNIFORM GUIDANCE To the Board of Directors
Improve Your Tomorrow
Sacramento, California
Report on Compliance for Each Major Federal Program
Opinion on Each Major Federal Program
We have audited Improve Your Tomorrow’s (IYT) compliance with the types of compliance requirements identified as subject to audit in the OMB Compliance Supplement that could have a direct and material effect on each of IYT's major federal programs for the year ended June 30, 2024. IYT’s major federal programs are identified in the summary of auditor's results section of the accompanying schedule of findings and questioned costs.

In our opinion, IYT complied, in all material respects, with the compliance requirements referred to above that could have a direct and material effect on each of its major federal programs for the year ended June 30, 2024.

Basis for Opinion on Each Major Federal Program
We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; and the audit requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Our responsibilities under those standards and the Uniform Guidance are further described in the Auditor’s Responsibilities for the Audit of Compliance section of our report.

We are required to be independent of IYT and to meet our other ethical responsibilities, in accordance with relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on compliance for each major federal program. Our audit does not provide a legal determination of IYT’s compliance with the compliance requirements referred to above.

Responsibilities of Management for Compliance
Management is responsible for compliance with the requirements referred to above and for the design, implementation, and maintenance of effective internal control over compliance with the requirements of laws, statutes, regulations, rules, and provisions of contracts or grant agreements applicable to IYT’s federal programs.

Auditor’s Responsibilities for the Audit of Compliance
Our objectives are to obtain reasonable assurance about whether material noncompliance with the compliance requirements referred to above occurred, whether due to fraud or error, and express an opinion on IYT’s compliance based on our audit. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards, Government Auditing Standards, and the Uniform Guidance will always detect material noncompliance when it exists. The risk of not detecting material noncompliance resulting from fraud is higher than for that resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Noncompliance with the compliance requirements referred to above is considered material if there is a substantial likelihood that, individually or in the aggregate, it would influence the judgment made by a reasonable user of the report on compliance about IYT’s compliance with the requirements of each major federal program as a whole. #14..
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4 In performing an audit in accordance with generally accepted auditing standards, Government Auditing Standards, and the Uniform Guidance, we:

Exercise professional judgment and maintain professional skepticism throughout the audit.

Identify and assess the risks of material noncompliance, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding IYT’s compliance with the compliance requirements referred to above and performing such other procedures as we considered necessary in the circumstances.

Obtain an understanding of IYT’s internal control over compliance relevant to the audit in order to design audit procedures that are appropriate in the circumstances and to test and report on internal control over compliance in accordance with the Uniform Guidance, but not for the purpose of expressing an opinion on the effectiveness of IYT’s internal control over compliance. Accordingly, no such opinion is expressed.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and any significant deficiencies and material weaknesses in internal control over compliance that we identified during the audit.

Other Matters
The results of our auditing procedures disclosed instances of noncompliance that are required to be reported in accordance with the Uniform Guidance and which are described in the accompanying schedule of findings and questioned costs as item 2024-004. Our opinion on each major federal program is not modified with respect to these matters.

Government Auditing Standards requires the auditor to perform limited procedures on IYT’s response to the noncompliance findings identified in our compliance audit described in the accompanying schedule of findings and questioned costs. IYT’s response was not subjected to the other auditing procedures applied in the audit of compliance and, accordingly, we express no opinion on the response.

Report on Internal Control Over Compliance
Our consideration of internal control over compliance was for the limited purpose described in the Auditor’s Responsibilities for the Audit of Compliance section above and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies in internal control over compliance and therefore, material weaknesses or significant deficiencies may exist that were not identified. We did not identify any deficiencies in internal control over compliance that we consider to be material weakness. However, as discussed below, we did identify certain deficiencies in internal control over compliance that we consider to be significant deficiencies.

A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or combination of deficiencies, in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of a federal program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance. We consider the deficiencies in internal control over compliance described in the accompanying schedule of findings and questioned costs as items 2024-04 to be a significant deficiency.

Report on Schedule of Expenditures of Federal Awards Required by the Uniform Guidance We have audited the financial statements of IYT as of and for the year ended June 30, 2024, and have issued our report thereon dated November 24, 2025, which contained an unmodified opinion on those financial statements. Our audit was performed for the purpose of forming an opinion on the financial statements as a whole. The accompanying schedule of expenditures of federal awards is presented for purposes of additional analysis as required by the Uniform #14..
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5 Guidance and is not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain addition procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements of to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the schedule of expenditures of federal awards is fairly stated in all material respects in relation to the financial statements as a whole.

Our audit was not designed for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, no such opinion is expressed.

The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance.

Accordingly, this report is not suitable for any other purpose.

November 24, 2025
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SCHEDULE OF FINDINGS AND QUESTIONED COSTS
YEAR ENDED JUNE 30, 2024
6 A. SUMMARY OF AUDITOR’S RESULTS
Financial Statements

1. Type of auditor’s report issued: Unmodified

2. Internal controls over financial reporting:
a. Material weaknesses identified? Yes
b. Significant deficiencies identified not considered to be material weaknesses? Yes

3. Noncompliance material to financial statements noted? No Federal Awards

1. Internal control over major programs:
a. Material weaknesses identified? No
b. Significant deficiencies identified not considered to be material weaknesses? Yes

2. Type of auditor’s report issued on compliance for major programs: Unmodified

3. Any audit findings disclosed that are required to be reported in accordance with 2 CFR, Section 200.516(a)? Yes

4. Identification of major programs:

CFDA Number Name of Federal Program

94.006 AmeriCorps State and
National

5. Dollar Threshold used to distinguish between Type A and Type B programs? $750,000

6. Auditee qualified as a low-risk auditee under 2 CFR, Section 200.516(a)? No B. CURRENT YEAR FINDINGS – FINANCIAL STATEMENT AUDIT
Finding 2024-001 – Material Weakness –Pledges Receivable Criteria: Generally accepted accounting principles requires that contributions be recorded at the earlier of receipt of the promise/pledge or receipt of the contribution, and included in restricted net assets until the time restriction has been met, which is when the pledge is collected. Pledges receivable beyond one year also need to be recorded net of a discount.

Condition: We noted where IYT received pledges from donors, but only the amounts collected were recorded as revenue. IYT is recording contributions when received instead of when the pledge or promise to give is received.

The full amount of the pledges need to be recorded as revenue in the fiscal year the pledge is received, and the uncollected amount needs to be recorded as a receivable, with an offset to restricted net assets.

Effect: The financial statements as of June 30, 2023 required restatement as of June 30, 2024 to reflect $342,524 of pledges receivable that were not previously recorded.

Cause: IYT is not following generally accepted accounting principles. #14..
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SCHEDULE OF FINDINGS AND QUESTIONED COSTS (CONTINUED)
YEAR ENDED JUNE 30, 2024
7 Recommendation: We recommend that IYT ensure it has a system in place for tracking pledges received and that they are recorded as receivables in the general ledger, when the pledge is initially received. IYT also needs to calculate a discount on pledges that are due in more than one year. The pledges receivable need to be accrued and recorded in a separate general ledger account. Payments received on pledges need to be recorded as a reduction of the pledge receivable. A reconciliation of the pledge database to the general ledger needs to be done at least quarterly.

Views of Responsible Officials and Planned Corrective Actions: IYT concurs with this finding and will implement procedures to ensure pledges receivable are recorded correctly.

Finding 2024-002 – Significant Deficiency – Internal Control Over Financial Reporting Criteria: Accurate and timely financial reporting is an integral part of the internal control structure of IYT. The preparation of accurate financial reporting is dependent on maintaining an accurate up-to-date general ledger, which is fully reconciled to subsidiary ledgers and related supporting documents.

Condition: To reduce the number of audit adjustments and to prevent delays in the audit process, IYT should ensure the following areas are reviewed and adjusted prior to the start of the audit.

Compare net assets to the prior year’s audited amounts to ensure they match Database used by IYT to record its contributions, grants and fundraising revenues needs to be reconciled to the general ledger monthly or quarterly
Ensure revenues considered to be unconditional contributions are recorded for the entire amount when the notice of grant award is received, and recorded as restricted revenue until collected Ensure revenues received that are restricted for particular purposes are recorded in a separate restricted revenue account
Interest payable needs to be accrued on the note payable Payroll liability accounts need to be reviewed and updated Effect: The general ledger balances required adjustment during the audit process.

Cause: Management’s year-end close and review process does not have sufficient controls to ensure all accrual basis closing entries are made.

Recommendation: Consideration should be given to developing a year-end closing checklist that includes the items listed above to ensure all closing entries are made prior to the start of the audit.

Views of Responsible Officials and Planned Corrective Actions: Management concurs with this finding and will implement a closing process to ensure issues are addressed prior to the audit.

Finding 2024-003: Significant Deficiency – Tracking of Restricted Revenue Condition: IYT does not have the procedures in place to track restricted revenues in a separate general ledger account and to monitor the amounts released from restriction.

Criteria: Restricted contributions, amounts released from restriction and the cumulative unspent restricted net assets are required to reported separately in the financial statements. IYT established a class code within the general ledger system to track revenues and expenditures of restricted funds, but this activity is not reflected as restricted revenue and net assets in the general ledger.

Effect: Because the tracking of restricted revenue and net assets is not set up in the general ledger system, IYT is required to prepare an analysis as part of the closing process and audit preparation to determine the amount of restricted revenue and net assets to be reflected in the financial statements. This tracking process should be done as restricted contributions are received.

Cause: Separate general ledger accounts for restricted revenue and net assets are not set up in the general ledger, and a process for tracking restricted net assets has not been set up. #14..
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SCHEDULE OF FINDINGS AND QUESTIONED COSTS (CONTINUED)
YEAR ENDED JUNE 30, 2024
8 Recommendation: We recommend restricted revenue and net asset accounts be set up in the general ledger and that a spreadsheet be prepared and updated throughout the year as restricted contributions are received and expended to track restricted net assets received and disbursed.

Views of Responsible Officials and Planned Corrective Actions: IYT concurs with this finding and will develop a tracking spreadsheet for restricted funds, which will be reviewed by the Accounting Manager.

C. CURRENT YEAR FINDINGS AND QUESTIONED COSTS – MAJOR FEDERAL AWARD PROGRAM Finding 2024-004 – Significant Deficiency – Late Submission of Single Audit Federal Grantor: Corporation for National and Community Service Passed-through: Office of Planning Research California Volunteers Pass-through Grantor’s No.: 21ACIY29-C192
Compliance Requirement: Reporting
Condition: IYT submitted its Audited Financial Statements and Single Audit Report to the federal clearinghouse in December 2025, nine months after it was due.

Criteria: IYT was required to submit its Audited Financial Statements and Single Audit Report to the federal audit clearinghouse no later than March 31, 2025, nine months after the fiscal year-end (2 Code of Federal Regulations §200.512).

Effect: Federal awarding agencies may deny future federal awards or subject IYT to additional cash monitoring requirements. This finding was not a result of internal control over individual federal programs and, accordingly, did not have a direct and material effect on the reporting requirements over IYT’s major federal programs.

Cause: IYT did not to prepare its Audited Financial Statements and Schedule of Expenditures of Federal Awards in a timely manner due to turnover in personnel.

Recommendation: IYT needs to ensure that it can close its books and submit its Audited Financial Statements and Single Audit Report to the federal audit clearinghouse no later than the statutory reporting deadline.

Views of Responsible Officials and Planned Corrective Actions: Management concurs with the finding and is working on developing a process for ensuring that audits can be completed more timely.

D. PRIOR YEAR FINDINGS
Finding 2023-001 – Material Weakness –Pledges Receivable Condition: We noted where IYT received pledges from donors, but only the amounts collected were recorded as revenue. IYT is recording contributions when received instead of when the pledge or promise to give is received.

The full amount of the pledges need to be recorded as revenue in the fiscal year the pledge is received, and the uncollected amount needs to be recorded as a receivable, with an offset to restricted net assets.

Recommendation: We recommend that IYT ensure it has a system in place for tracking pledges received and that they are recorded as receivables in the general ledger. IYT also needs to calculate a discount on pledges that are due in more than one year. The pledges receivable need to be accrued and recorded in a separate general ledger account.

Current Status: IYT is still in process of working toward updating their accounting for pledges. See Finding 2024- 001 for the continuation of this finding.
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IMPROVE YOUR TOMORROW

SCHEDULE OF FINDINGS AND QUESTIONED COSTS (CONTINUED)
YEAR ENDED JUNE 30, 2024
9 Finding 2023-002 – Significant Deficiency – Internal Control Over Financial Reporting Condition: To reduce the number of audit adjustments and to prevent delays in the audit process, IYT should ensure the following areas are reviewed and adjusted prior to the start of the audit.

Compare net assets to the prior year’s audited amounts to ensure they match Database used by IYT to record its contributions, grants and fundraising revenues needs to be reconciled to the general ledger monthly or quarterly
Ensure revenues considered to be unconditional contributions are recorded for the entire amount when the notice of grant award is received, and recorded as restricted revenue until collected, including pledges Ensure revenues received that are restricted for particular purposes are recorded in a separate restricted revenue account
Fixed asset list needs to be updated during the year and depreciation needs to be recorded Interest payable needs to be accrued on the note payable Payroll liability accounts need to be reviewed and updated Lease asset and liability accounts need to be adjusted
Recommendation: Consideration should be given to developing a year-end closing checklist that includes the items listed above to ensure all closing entries are made prior to the start of the audit.

Current Status: IYT is still in process of working toward updating their accounting. See Finding 2024-002 for the continuation of this finding.

Finding 2023-003 – Significant Deficiency – Late Submission of Single Audit Federal Grantor: Corporation for National and Community Service Passed-through: Office of Planning Research California Volunteers Pass-through Grantor’s No.: 21ACIY29-C192
Compliance Requirement: Reporting
Condition: IYT submitted its Audited Financial Statements and Single Audit Report to the federal clearinghouse in November 2024, eight months after it was due.

Recommendation: IYT needs to ensure that it can close its books and submit its Audited Financial Statements and Single Audit Report to the federal audit clearinghouse no later than the statutory reporting deadline.

Current Status: IYT is still in the process of implementing a corrective action plan to submit the Single Audit in a timely manner. See Finding 2024-004 for the continuation of this finding. #14..
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Federal
Assistance Pass-through
Federal Grantor/Pass-through List Entity Identifying Federal Grantor/Program Title Number Number Expenditures
Corporation for National and Community Service
Passed-through the Office of Planning Research California Volunteers AmeriCorp State and National 94.006 21ACIY29-C192 2,395,230 $ Total Expenditures of Federal Awards $ 2,395,230
The accompanying notes to the schedule of expenditures of federal awards are an integral part of this schedule.

IMPROVE YOUR TOMORROW

SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS
For the Year Ended June 30, 2024
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IMPROVE YOUR TOMORROW

NOTES TO SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS
YEAR ENDED JUNE 30, 2024
11 NOTE 1 – BASIS OF PRESENTATION
The accompanying schedule of expenditures of federal awards includes the federal grant activity of Improve Your Tomorrow (IYT) under programs of the federal government for the year ended June 30, 2024. The information in this schedule is presented in accordance with the requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Because the Schedule presents only a selected portion of IYT’s operations, it is not intended to be and does not present the financial position, changes in net position, or cash flows of IYT. Therefore, some amounts presented in this schedule may differ from amounts presented in, or used in the preparation of, the basic financial statements.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Expenses reported on the Schedule are reported on the accrual basis of accounting. Such expenses are recognized following the cost principles contained in the Uniform Guidance, wherein certain types of expenses are not allowable or are limited as to reimbursement.

NOTE 3 – SUBRECIPIENTS
There were no subrecipients of IYT’s programs during the year ended June 30, 2024.

NOTE 4 – NONCASH AWARDS
No noncash awards existed in the current year.

NOTE 5 – INDIRECT COSTS
The Organization elected to not use the 10% de minimis indirect cost rate as covered in 2 CFR §200.414. #14..
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January 09, 2026
Improve Your Tomorrow
State Single Audit Corrective Action Plan
For the Fiscal Year Ended JUNE 30, 2024

AUDIT FINDINGS

1. Finding Reference Number: 2024-001
Description of Finding: IYT received pledges from donors, but only the amounts collected were recorded as revenue. Contributions were recorded when received rather than when the pledge or promise to give was made. Pledges were not recorded as receivables and restricted net assets were not properly adjusted. The financial statements as of June 30, 2023 required restatement as of June 30, 2024 to reflect $342,524 of pledges receivable that were not previously recorded.

Statement of Concurrence or Nonconcurrence: We concur with the finding.

Corrective Action: This finding is a repeat from FY 2023 (Finding 2023-001). While IYT created a pledge tracking framework in FY 2024, it was not fully implemented due to staff turnover and capacity constraints. To fully remediate this material weakness, IYT will establish a pledge receivables schedule in which we will record pledges upon commitment. A quarterly reconciliation process will be implemented between the development team's database and the general ledger, with discrepancies resolved before the close of the year. Accounting Coordinator will be the one responsible for preparing and maintaining the schedule and will be reviewed by the Accounting Manager. Written policy and procedures will be developed for pledge recognition, including discount calculations for multi-year pledges.

Name of Contact Person: Macarena O'Brien, Chief Financial & Administrative Officer [email protected] | (480) 993-4764
Projected Completion Date: June 30, 2025

2. Finding Reference Number: 2024-002
Description of Finding: IYT's year-end financial close process lacked sufficient internal controls to ensure accurate and timely financial reporting in accordance with accrual-based accounting standards. During the audit, several adjustments were required, including comparing net assets to prior year audited amounts, reconciling contribution and grant databases to the general ledger, ensuring restricted revenues are recorded in separate accounts, accruing interest payable on loans, reviewing and updating payroll liability accounts, and updating cash balances for June 2025 transactions.

Statement of Concurrence or Nonconcurrence: We concur with the audit finding.

Corrective Action: This finding is a repeat from FY 2023 (Finding 2023-002). While a year-end checklist was created, the monthly close process was not consistently executed in FY 2024. IYT will 1 #14..
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implement a formalized month-end and year-end close calendar with specific deadlines for each task, including net asset reconciliation, database reconciliation to general ledger, restricted revenue classification review, and accrual calculations. A two-person review process will be established where all month-end entries are prepared and reviewed before posting. These controls are expected to significantly reduce the need for audit adjustments going forward. To ensure accountability, completion of monthly close procedures will be incorporated into the finance team's performance evaluations to emphasize the importance of timely and accurate financial reporting.

Name of Contact Person:
(480) 993-4764 | [email protected]
Projected Completion Date: June 30, 2025

3. Finding Reference Number: 2024-003
Description of Finding: IYT does not have procedures in place to track restricted revenues in a separate general ledger account and to monitor the amounts released from restriction. IYT established a class code within the general ledger system to track revenues and expenditures of restricted funds, but this activity is not reflected as restricted revenue and net assets in the general ledger.

Statement of Concurrence or Nonconcurrence: We concur with the audit finding.

Corrective Action: IYT will restructure the chart of accounts to create dedicated general ledger accounts for restricted contributions revenue by major restriction categories (time-restricted, purpose-restricted, and capital campaign). Corresponding restricted net asset accounts will be established to reflect cumulative balances of unspent restricted funds. A restricted fund tracking spreadsheet will be developed and updated monthly to link each contribution to its specific restrictions and calculate appropriate releases when restrictions are satisfied. Reviews will be conducted to verify releases from restriction are properly recorded and general ledger balances reconcile to the tracking spreadsheet. The Accounting Manager will review and approve the monthly tracking spreadsheet and all release from restriction entries before posting to the general ledger.

Name of Contact Person:
(480)993-4764 | [email protected]
Projected Completion Date: June 30, 2025

4. Finding Reference Number: 2024-004
Description of Finding: IYT submitted its Audited Financial Statements and Single Audit Report to the federal clearinghouse in December 2025, nine months after it was due. IYT was required to submit its Audited Financial Statements and Single Audit Report to the federal audit clearinghouse no later than March 31, 2025. Federal awarding agencies may deny future federal awards or subject IYT to additional cash monitoring requirements.
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Statement of Concurrence or Nonconcurrence: We concur with the audit finding.

Corrective Action: IYT acknowledges the late submission of the FY23-24 Single Audit and recognizes delays in the FY24-25 audit timeline as well. This reflects a breakdown in internal ownership and process awareness related to the Single Audit. IYT takes the full responsibility for implementing new internal systems, including a detailed audit readiness timeline, early preparation of the SEFA, and clear role assignments. To prevent future late submissions and ensure the process is sustainable regardless of staff turnover, IYT will implement cross-training staff members to ensure that moving forward, there are no dependency issues leading to the late start and submission of the audited financials. IYT will start the audit fieldwork in January 2026 with final submission to the federal clearinghouse by the March 31, 2026 deadline.

If the Office of Policy and Management and/or Oversight Agency has questions regarding this Plan, please call at (480) 993-4764.

Sincerely yours,
Chief Financial & Administrative Officer
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Improve Your Tomorrow (IYT)
A History of Impact for Young Men of Color
Founding and Origins
Improve Your Tomorrow was founded in 2013 by men of color, for young men of color. The organization was born out of a clear and urgent recognition: young men of color were the lowest-performing student population in the aggregate, facing systemic barriers that funneled too many into the criminal justice system rather than into colleges and careers. IYT was created to interrupt that cycle.

IYT began with seventeen students at Valley High School in South Sacramento. That founding cohort laid the groundwork for what would grow into the largest education nonprofit in the country exclusively serving young men of color.

Growth and Geographic Expansion
From its origins in South Sacramento, IYT expanded steadily across California and beyond. The organization now operates in the Central Valley (Stockton, Modesto, and Merced), the Sacramento region, and the Bay Area, as well as in Nevada, Wisconsin, Minnesota, Maryland, and Mississippi. To date, IYT has served more than 13,400 young men of color across these communities.

Programs and Model
IYT's programming model is designed for long-term accompaniment. Students can enter as early as 7th grade and remain connected through college graduation, a span of up to twelve years. Core programs include:
• IYT College Academy — near-peer mentor fellows deliver mentorship, academic support, college advising, college tours, and parent engagement to middle and high school members. • IYT University (IYT U) — a student success initiative at college campuses, including Sacramento State and UC Davis, focused on keeping men of color on track to graduate. • Mentor Fellowship — IYT hires its own college students as Program Directors, Academic Mentors, and tutors, creating a college-to-community pipeline that brings young men back into their communities to mentor the next generation.
• Brotherhood Advocacy Corps (BAC) — a civic leadership program that trains members to engage in policy and advocacy, including participation in city councils and public comment processes.

Demonstrated Impact
IYT's outcomes consistently outpace statewide averages for Black and Latino students. Comparing IYT members to their California peers from 2016 to 2022:
• High school graduation rate: 99.4% for IYT members (class of 2023), compared to 70% for Black students and 77% for Latino students statewide.
• College-going rate: 61.6% for IYT members (through class of 2022), compared to roughly 54% for Black and 52% for Latino students statewide.
• College graduation rate: IYT members graduate at 57 to 59%, compared to 33% for Black and 36% for Latino students statewide.

Vision and Continued Commitment
IYT envisions a world where men of color are overrepresented in higher education, underrepresented in the criminal justice system, and recognized as leaders in their communities. Rooted in that vision, IYT continues to grow its presence in the Central Valley and beyond, building the infrastructure, partnerships, and #14..
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resources needed to serve the next generation of young men who deserve a real shot at college and career success.
improveyourtomorrow.org | Central Valley: Stockton | Modesto | Merced #14..
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

June 23, 2026
Date: May 18, 2026
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Patrick Crowley, Interim Public Works Director
SUBJECT: On-Call Mechanical and Refrigeration Services
CONTACT: Gabe DaSilva, Interim Senior Public Works Manager, [email protected], 209-652-2579
DESCRIPTION:

Consider approving the Agreement for On-Call Mechanical and Refrigeration Services to Champion Industrial Contractors, Inc., Modesto, CA for a total amount not to exceed $2,109,797 over five (5) years. (Funding Source: Various Funds) STRATEGIC PLAN ELEMENT:

This action supports the 2025-2026 City of Modesto Strategic Plan Area of Focus:

Governance and Service Delivery; “Build community trust in City government through responsive, transparent and efficient service delivery.”; Goal H: “Achieve long-term financial sustainability.” Strategy #1: “Develop a strategy for long-term financial sustainability.”
BACKGROUND:

City of Modesto, Public Works Department is responsible for the preventative maintenance, repairs and services for Heating Ventilation, and Air Conditioning (HVAC) and refrigeration systems (HVAC/R) throughout the City of Modesto. On-Call Mechanical and Refrigeration Services are needed to assist staff to maintain, repair or improve mechanical and refrigeration systems and units for facilities owned and operated by the City of Modesto. In the event of system failure, On-Call services will be available for emergency service calls.

Various City departments throughout Modesto, including Oakdale Fire have heating, ventilation, air conditioning, and refrigeration (ice machines) systems that require routine preventative maintenance and unplanned repairs. Due to the geographic location of equipment, code mandated maintenance, and occupant needs, these #15..
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City Council, June 23, 2026
On-Call Mechanical and Refrigeration Services

systems need to receive preventative maintenance and be cleaned on a regular schedule; some more frequent than others based upon occupant needs and seasonal requirements. The need to have a preventative maintenance agreement for the HVAC units will extend the life of the equipment/systems, minimize equipment failures and maximize the system’s operations (heating, cooling, and ice making). This work is necessary to maintain a safe and healthy working environment for citizens and city staff.

On September 7, 2021, by Resolution 2021-339, Council approved an Agreement with Champion Industrial Contractors, Inc, Modesto CA. The term of the agreement was for two (2) years with three (3) one-year extensions with an annual estimated cost of $158,101 and a total amount not to exceed $790,505.

On April 22, 2025, by Resolution 2025-130, Council approved the First Amendment to the agreement. This Amendment was to add funds to the Agreement for the remaining length of the term due to aging infrastructure and growing costs associated with maintaining the aging equipment. The First Amendment increased the annual estimated amount to $242,101 and a total amount not to exceed $1,242,101.

DISCUSSION:

On September 25, 2025, the City Manager authorized the Purchasing Manager to solicit the procurement for On-Call Mechanical and Refrigeration Services. On February 24, 2026, the Purchasing Division issued Invitation for Bids (IFB) IFB-00067 for On-Call Mechanical and Refrigeration Services on the City’s OpenGov procurement portal under various commodity codes.1 Prospective bidders were notified online which included 44 local vendors and via email of the bid opportunity. 20 companies downloaded the IFB documents from OpenGov and three (3) were local companies.

On March 24, 2026, bids were formally opened in the City Clerk’s office and broadcast via Microsoft Teams Livestream. Three (3) companies chose to respond; there was one (1) local bid received. Based on providing the lowest responsive and responsible bid, City staff recommend awarding the On-Call Mechanical and Refrigeration Agreement to Champion Industrial Contractors, Inc., Modesto, CA, for a two (2) year agreement with three (3) one-year extension options for an estimated annual cost of $421,960, and total amount not to exceed $2,109,797 over five years.

Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid.

An award of Bid and Agreement for On-Call Mechanical and Refrigeration Services to Champion Industrial Contractors, Inc., Modesto, CA conforms to the Modesto Municipal Code, because the City complied with the formal bid procedures and Champion Industrial Contractors, Inc. was the lowest responsive and responsible bidder. 1 91000- Building Maintenance, Installation and Repair Services, 91036- Heating Air Conditioning and Ventilation Maintenance and Repair Services (Including Installation), 91450- Heating, Ventilating and Air Conditioning (HVAC), 93667- Refrigeration Equipment and Maintenance Repair, 96702- Air Conditioning, Heating and Ventilating Equipment (HVAC) Manufacturing Services #15..
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City Council, June 23, 2026
On-Call Mechanical and Refrigeration Services

FISCAL IMPACT:

Below is a breakdown of estimated yearly expenses for On-Call Mechanical and Refrigeration Services for various City properties. Accounting for potential Consumer Price Index (CPI) increases for Years 3, 4 and 5, this agreement includes a 15% contingency for new HVAC additions or substantive service charges. Funds are budgeted for future years through the term of this Agreement, to cover the cost for this service.

Below is the 5-year spending history on the current agreement for On-Call Mechanical and Refrigeration Services.

Below is the breakdown of the Proposed five-year Agreement.

Description Year 1 Year 2 Year 3 Year 4 Year 5 Total
Estimated
Annual Amount $380,000 $380,000 $402,040 $424,080 $448,677 $2,034,797 Contingency $15,000 $15,000 $15,000 $15,000 $15,000 $75,000 Total 5-Yr
Agreement $395,000 $395,000 $417,040 $439,080 $463,677 $2,109,797 The overall agreement total was calculated by forecasting CPI percentage increases based on an average of the CPI over the last 12 months. City staff project annual increases based on this estimated forecast. Annual increases will be calculated using the current CPI at the time of the requested increase.

The increase in this contract is due to growing maintenance costs caused by aging and failing equipment throughout the City. This is combined with new California regulatory requirements; as these old units begin to fail, they will not be able to be repaired but will need to be replaced, as parts have become obsolete and are no longer being manufactured. Staff anticipate a significant number of replacements being required over the next five years due to deferred maintenance and the continued aging of the city facilities.

Agreement Period Total
Year 1 $73,772
Year 2 $214,216
Year 3 $212,194
Year 4 $331,884
Year 5 (To date) $66,378
Grand Total $898,444
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City Council, June 23, 2026
On-Call Mechanical and Refrigeration Services

COMMITTEE RECOMMENDATION
This item was presented to the Finance Committee on May 18, 2026, and was recommended to forward to Council for approval.

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 COUNCIL ACTION:

Staff Recommendations:

Resolution approving the Award of Bid and Agreement for On-Call Mechanical and Refrigeration Services to Champion Industrial Contractors, Inc., Modesto, CA for a two (2) year Agreement with three (3) one-year extension options, for an estimated annual amount of $421,960, and a total amount not to exceed $2,109,797 over five (5) years, and authorizing the City Manager, or his designee, to execute the Agreement.

Approved by:

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

1. Resolution

2. Agreement – Champion Industrial Contractors, Inc.

3. Exhibit B_ Champion Industrial Contractors, Inc.– Bid Submittal

4. Exhibit C_ IFB – 00067- On-Call Mechanical and Refrigeration Services

5. Exhibit D_ Champion Industrial Contractors, Inc.– Insurance Requirements

6. Exhibit E_ Champion Industrial Contractors, Inc.– Pricing Table

7. Cost Abstract
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06/23/2026/PW/GDaSilva/Item XX 1 2026-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2026-XXX

RESOLUTION APPROVING THE AWARD OF BID AND AGREEMENT FOR

ON-CALL MECHANICAL AND REFRIGERATION SERVICES TO CHAMPION INDUSTRIAL CONTRACTORS, INC., MODESTO, CA FOR A TWO (2) YEAR AGREEMENT WITH THREE (3) ONE-YEAR EXTENSION OPTIONS, FOR AN ESTIMATED ANNUAL AMOUNT OF $421,960, AND A TOTAL AMOUNT NOT TO EXCEED $2,109,797 OVER FIVE (5) YEARS, AND AUTHORIZING THE

CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE THE AGREEMENT WHEREAS, City of Modesto, Public Works Department is responsible for the preventative maintenance, repairs and services for Heating Ventilation, and Air Conditioning (HVAC) and refrigeration systems (HVAC/R) throughout the City of Modesto; and
WHEREAS, on-Call Mechanical and Refrigeration Services are needed to assist staff to maintain, repair or improve mechanical and refrigeration systems and units for facilities owned and operated by the City of Modesto. In the event of system failure, On-Call services will be available for emergency service calls; and
WHEREAS, various City departments throughout Modesto, including Oakdale Fire have heating, ventilation, air conditioning, and refrigeration (ice machines) systems that require routine preventative maintenance and unplanned repairs; and
WHEREAS, due to the geographic location of equipment, code mandated maintenance, and occupant needs, these systems need to receive preventative maintenance and be cleaned on a regular schedule; some more frequent than others based upon occupant needs and seasonal requirement; and #15..
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06/23/2026/PW/GDaSilva/Item XX 2 2026-XX
WHEREAS, the need to have a preventative maintenance agreement for the HVAC units will extend the life of the equipment/systems, minimize equipment failures and maximize the system’s operations (heating, cooling, and ice making). This work is necessary to maintain a safe and healthy working environment for citizens and city staff; and
WHEREAS, on September 7, 2021, by Resolution 2021-339, Council approved an Agreement with Champion Industrial Contractors, Inc, Modesto CA.

The term of the agreement was for two (2) years with three (3) one-year extensions with an annual estimated cost of $158,101 and a total amount not to exceed $790,505; and
WHEREAS, on April 22, 2025, by Resolution 2025-130, Council approved the First Amendment to the agreement. This Amendment was to add funds to the Agreement for the remaining length of the term due to aging infrastructure and growing costs associated with maintaining the aging equipment. The First Amendment increased the annual estimated amount to $242,101 and a total amount not to exceed $1,242,10; and
WHEREAS, on February 24, 2026, the Purchasing Division issued Invitation for Bids (IFB) IFB-00067 for On-Call Mechanical and Refrigeration Services on the City’s OpenGov procurement portal under various commodity codes. Prospective bidders were notified online which included 44 local vendors and via email of the bid opportunity. 20 companies downloaded the IFB documents from OpenGov and three (3) were local companies; and #15..
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06/23/2026/PW/GDaSilva/Item XX 3 2026-XX
WHEREAS, Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid. An award of Bid and Agreement for OnCall Mechanical and Refrigeration Services for Building Maintenance to Champion Industrial Contractors, Inc., Modesto, CA conforms to the Modesto Municipal Code, because the City complied with the formal bid procedures and Champion Industrial Contractor Inc. 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 for On-Call Mechanical and Refrigeration Services to Champion Industrial Contractors, Inc., Modesto, CA for a two (2) year Agreement with three (3) one-year extension options, for an estimated annual amount of $421,960, and a total amount not to exceed $2,109,797 over five years.

BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to execute the agreements, in a form approved by the City Attorney.
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06/23/2026/PW/GDaSilva/Item XX 4 2026-XX
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 23rd day of June, 2026, by Councilmember ?, who moved its adoption, which motion being duly seconded by Councilmember ?, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

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

BY: ____________________________________
JOSE M SANCHEZ, City Attorney
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1 ANNUAL AGREEMENT FOR
ON-CALL MECHANICAL AND REFRIGERATION SERVICES – AGREEMENT #296243 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 Champion Industrial Contractors, Inc., 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 Bid and agreement for the On-Call Mechanical and Refrigeration Services SERVICES to CONTRACTOR, attached hereto as Exhibit “A” and made a part hereof, and WHEREAS, the CONTRACTOR provided a responsive and responsible submittal that best meets the CITY needs, attached hereto as Exhibit “B” and made a part hereof, and WHEREAS, the CITY and CONTRACTOR shall enter into an agreement for the On-Call Mechanical and Refrigeration Services as described in IFB-00067, attached hereto as Exhibit “C” and made a part hereof (hereinafter called IFB).

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

1. THE WORK:

A. CONTRACTOR shall furnish all labor, materials, equipment, fuel, tools, licenses, 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. #15..
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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 $421,960. The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $2,109,797. 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.

2. PREVAILING WAGES:

In accordance with California Labor Code Section 1771, CONTRACTOR shall pay all workers, and shall ensure its subcontractors pay all of their workers, engaged in performing the services described in Exhibit “B” not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the services described in Exhibit “B” are to be performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work as provided in the California Labor Code. In accordance with California Labor Code Section 1773.2, the City has obtained the general prevailing wages in the locality in which the services described in Exhibit "B" are to be performed for each craft or type of work needed to be as published by the State of California Department of Industrial Relations, Division of Labor Statistics and Research, a copy of which is on file in the CITY’s Purchasing Department and shall be made available on request. Contractor must comply with all applicable laws and regulations that apply to wages earned in performance of the services described in Exhibit “B”, including those set forth in Labor Code section 1770 et. seq. and in the IFB.

DIR Project ID#:1000000287

3. CITY REPRESENTATIVE:

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

4. CONTRACTOR CONTACT:

Dave Alfaro
(209) 524-6601 Ext. 303
[email protected]
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3 5. TERM OF AGREEMENT:

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

Year 1: SEPTEMBER 27, 2026, through SEPTEMBER 26, 2027
Year 2: SEPTEMBER 27, 2027, through SEPTEMBER 26, 2028
Year 3: SEPTEMBER 27, 2028, through SEPTEMBER 26, 2029
Year 4: SEPTEMBER 27, 2029, through SEPTEMBER 26, 2030
Year 5: SEPTEMBER 27, 2030, through SEPTEMBER 26, 2031
Price increases for any subsequent AGREEMENT years following the second year shall not exceed the percentage change in the Consumer Price Index (CPI) for West Urban Area in any one AGREEMENT year and shall be negotiated through the Purchasing Division. Requests for price increases shall be submitted by CONTRACTOR in writing, ninety (90) days prior to the annual anniversary date of the AGREEMENT to be effective for the subsequent year.

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

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.

6. 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.

7. PAYMENT:

CONTRACTOR shall invoice CITY not less than once per month based on the cost for services performed and reimbursable costs incurred prior to the invoice date. All invoices shall be paid in full the following payment terms within thirty days after completion and acceptance of the Services by the CITY, and receipt of a properly prepared invoice, CITY will pay CONTRACTOR 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
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4 Email to: [email protected]
At a minimum, invoices shall state the following:
• This AGREEMENT number 296243
• CITY department/division name and address
• Billing period
• Service hours worked day and week
• Unit price, extended price, sales tax and total

8. INDEMNITY:

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

9. VENUE & GOVERNING LAW:

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

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

10. 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.

11. 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 #15..
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5 B. Resolution No.2026 - ____;
C. CONTRACTOR Bid submittal;
D. IFB-00067;
E. Contractor’s City of Modesto business license

12. TERMINATION OF SERVICES:

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

Termination by City for Convenience: The City may also terminate this AGREEMENT and/or 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; #15..
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6 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 CITY 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:

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.

13. COMPLIANCE WITH ALL LAWS:

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

14. FAILURE TO PERFORM SATISFACTORY WORK:

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

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

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

16. CITY PROCESS/PROCEDURE APPROVALS:

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

17. DIR REGISTRATION:

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

18. CONTRACTOR'S RESPONSIBILITY FOR DAMAGES:

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

19. NOTICES:

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: Champion Industrial Contractors, Inc.

Attention: Dave Alfaro
P.O. Box 4399
Modesto, CA. 95352
(209) 524-6601 Ext. 303
[email protected]
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8 CITY: City of Modesto
Purchasing Division
Attention: Holly Gonzales
P.O. Box 642
Modesto, CA 95353
(209) 577-5405
[email protected]
Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

20. SIGNATORY(IES) FOR CONTRACTOR:

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

21. QUANTITIES:

No minimum or maximum is guaranteed or implied.

22. FUNDING:

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

23. OTHER GOVERNMENT/PUBLICLY FUNDED AGENCIES:

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

24. NON-DISCRIMINATION:

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

The CONTRACTOR and any allowed subcontractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination. The CONTRACTOR and any allowed subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et seq.) and the applicable regulations promulgated thereunder (California 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 #15..
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9 the California Administrative Code are incorporated into this contract by reference and made a part hereof as if set forth in full.

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

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

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

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

25. CONTRACTOR LICENSES & PERMITS:

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

26. RECORDS:

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

27. FACILITIES AND EQUIPMENT:

Except as set forth herein, CONTRACTOR shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this AGREEMENT. CITY shall make available to CONTRACTOR only the facilities and equipment listed in EXHIBIT “B” and “C”, and only under the terms and conditions set forth herein.
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10 28. INDEPENDENT CONTRACTOR; NOT AGENT:

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

29. DRUG FREE WORKPLACE:

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

30. ASSIGNMENT:

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

31. WAIVER:

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

32. HEADINGS NOT CONTROLLING:

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

33. MISCELLANEOUS:

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

34. ENTIRE AGREEMENT:

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

Additional or new terms contained in this AGREEMENT which vary from CONTRACTOR’s bid are controlling and are deemed accepted by CONTRACTOR by performance of any SERVICES or other commencement of performance hereunder. The terms and conditions of the IFB, attached hereto as Exhibit "C", are incorporated herein. In the event of a conflict between the IFB and this AGREEMENT, this AGREEMENT shall control. All previous bids, offers and communications 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. #15..
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11 35. 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 23rd day of June, 2026, and Champion Industrial Contractors, Inc. has caused this Agreement to be duly executed. #15..
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City of Modesto, CA
Finance
DeAnna Christensen, Director of Finance
PO BOX 642, Modesto, CA 95353
[CHAMPION INDUSTRIAL CONTRACTORS] RESPONSE DOCUMENT REPORT IFB No. IFB-00067
On-Call Mechanical and Refrigeration Services
RESPONSE DEADLINE: March 24, 2026 at 11:00 am
Report Generated: Tuesday, March 24, 2026
Champion Industrial Contractors Response

CONTACT INFORMATION
Company:

Champion Industrial Contractors
Email:
[email protected]
Contact:

Kayla Beasley
Address:
1420 Coldwell Avenue
Modesto, CA 95350
Phone:
(209) 524-6601
Website:

N/A
Submission Date:

Mar 24, 2026 8:02 AM (Pacific Time)
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[CHAMPION INDUSTRIAL CONTRACTORS] RESPONSE DOCUMENT REPORT IFB No. IFB-00067
On-Call Mechanical and Refrigeration Services
[CHAMPION INDUSTRIAL CONTRACTORS] RESPONSE DOCUMENT REPORT Invitation For Bid - On-Call Mechanical and Refrigeration Services

ADDENDA CONFIRMATION
No addenda issued

QUESTIONNAIRE

1. Acknowledgements
IFB ACKNOWLEDGEMENT*
The Bidder submitting acknowledges receipt of the referenced IFB and/or Addenda and offers and agrees to provide the articles and/or services specified on behalf of the Bidder indicated in Bidder’s Bid 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.

Confirmed
PREPARATION OF BIDS*
Bidder acknowledges that they have quoted price as specified in Bid. No alterations or changes of any kind shall be permitted to the Pricing Schedule as provided. Responses that do not comply shall be subject to rejection in total.

By checking the "please confirm" box below, you acknowledge the above statement.

Confirmed
TAXES AND FREIGHT CHARGES*
Bidder acknowledges that:

A. Unless otherwise required and specified in the IFB, the prices quoted herein do not include Sales, Use or other taxes. #15..
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[CHAMPION INDUSTRIAL CONTRACTORS] RESPONSE DOCUMENT REPORT IFB No. IFB-00067
On-Call Mechanical and Refrigeration Services
[CHAMPION INDUSTRIAL CONTRACTORS] RESPONSE DOCUMENT REPORT Invitation For Bid - On-Call Mechanical and Refrigeration Services

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 Bid.

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 one (1) of 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.

By checking the "please confirm" box below, you acknowledge the above statement.

Confirmed
AWARD*
Bidder Acknowledges that:

A. Unless otherwise specified by the Bidder or the IFB gives notice of an all-or-none award, the City may accept any item or group of items of any Bid.

B. Award shall be based on Standard Hourly Rate.

C. Bids are subject to acceptance by the City at any time within 45 days of opening, unless otherwise specified in the IFB. A Bidder shall not change its bid if accepted within such time.

D. A valid, agreement based on the sample agreement attached to the IFB and the submitted bid shall be provided, or otherwise furnished, to the successful Bidder within the time for acceptance specified, and such agreement shall be a binding agreement without further action by either party. The agreement shall be interpreted, construed and given effect in all respects according to the laws of the State of California.

By checking the "please confirm" box below, you acknowledge the above statement.

Confirmed
PATENT INDEMNITY*
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[CHAMPION INDUSTRIAL CONTRACTORS] RESPONSE DOCUMENT REPORT IFB No. IFB-00067
On-Call Mechanical and Refrigeration Services
[CHAMPION INDUSTRIAL CONTRACTORS] RESPONSE DOCUMENT REPORT Invitation For Bid - On-Call Mechanical and Refrigeration Services

Bidder Acknowledges:

Bidders 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 un-patented invention, article or appliance furnished or used in connection with the contract or purchase order.

By checking the "please confirm" box below, you acknowledge the above statement.

Confirmed
SAMPLES*
Bidder Acknowledges:

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 Bidder’s expense.

By checking the "please confirm" box below, you acknowledge the above statement.

Confirmed
RIGHTS AND REMEDIES OF CITY FOR DEFAULT*
Bidder Acknowledges:

A. In the event any item furnished by the Bidder in the performance of the contract or purchase order should fail to conform to the specifications therefore or to the sample submitted by the Bidder with its Bid, the City may reject the same, and it shall thereupon become the duty of the Bidder 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 Bidder fail, neglect or refuse to do so, the City shall thereupon have the right to purchase in the open market, in lieu thereof, a corresponding quantity of any such items. City may deduct from any moneys due or that may there after come due to Bidder, or send an invoice to the Bidder 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 Bidder 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 #15..
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[CHAMPION INDUSTRIAL CONTRACTORS] RESPONSE DOCUMENT REPORT IFB No. IFB-00067
On-Call Mechanical and Refrigeration Services
[CHAMPION INDUSTRIAL CONTRACTORS] RESPONSE DOCUMENT REPORT Invitation For Bid - On-Call Mechanical and Refrigeration Services

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 Bidder.

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.

By checking the "please confirm" box below, you acknowledge the above statement.

Confirmed
PAYMENT TERMS AND METHODS*
BIDDER 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 through 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 Bidder’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 IFB.

Option B – Manual Check:
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[CHAMPION INDUSTRIAL CONTRACTORS] RESPONSE DOCUMENT REPORT IFB No. IFB-00067
On-Call Mechanical and Refrigeration Services
[CHAMPION INDUSTRIAL CONTRACTORS] RESPONSE DOCUMENT REPORT Invitation For Bid - On-Call Mechanical and Refrigeration Services

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.

Option B - Manual Check
DID YOU CHOOSE THE PAYMENT TERM - OPTION A - EPAY?*
No
CALIFORNIA GOVERNMENT CODE SECTION 4552*
Bidder Acknowledges:

In submitting a Bid to the City, the Bidder offers and agrees that if the Bid is accepted, it will assign to the City 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 Services, materials, or services by the Bidder for sale to the purchasing body pursuant to the Bid. Such assignment shall be made and become effective at the time the purchasing body tender’s final payment to the Bidder.

By checking the "please confirm" box below, you acknowledge the above statement.

Confirmed
NO GUARANTEE OR WARRANTY*
Bidder Acknowledges that:

The City makes no guarantee or warranty as to the condition, completeness or safety of any material or equipment that may be traded under a contract or purchase order resulting from this Bid.

By checking the "please confirm" box below, you acknowledge the above statement.

Confirmed
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[CHAMPION INDUSTRIAL CONTRACTORS] RESPONSE DOCUMENT REPORT IFB No. IFB-00067
On-Call Mechanical and Refrigeration Services
[CHAMPION INDUSTRIAL CONTRACTORS] RESPONSE DOCUMENT REPORT Invitation For Bid - On-Call Mechanical and Refrigeration Services

MINOR IRREGULARITIES*
Bidder Acknowledges that:

The City reserves the right, in its sole discretion, to waive any informalities or minor irregularities in a Bid.

By checking the "please confirm" box below, you acknowledge the above statement.

Confirmed

2. Bidder Company Information
BIDDER COMPANY FULL LEGAL NAME*
Please provide the full legal name of the Bidder Company on this bid submittal. It may already be provided elsewhere, but please provide here to confirm.

Champion Industrial Contractors, Inc.

BIDDER 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.

N/A
TYPE OF LEGAL ENTITY*
Is the Bidder Company a Corporation, Limited Liability Company, Partnership, or Sole Proprietorship? If the Bidder 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
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[CHAMPION INDUSTRIAL CONTRACTORS] RESPONSE DOCUMENT REPORT IFB No. IFB-00067
On-Call Mechanical and Refrigeration Services
[CHAMPION INDUSTRIAL CONTRACTORS] RESPONSE DOCUMENT REPORT Invitation For Bid - On-Call Mechanical and Refrigeration Services

TYPE OF LEGAL ENTITY - SELECT*
Please select which of the following legal entity options under which the Bidder Company operates.

Corporation
LEGAL ENTITY STATE OF REGISTRATION*
In which State is the Bidder Company registered?
California
BIDDER COMPANY HEADQUARTERS ADDRESS*
Please provide the full street address for the headquarters of the Bidder Company. Be sure to include the following:
• Full Street Address
• City
• State
• Country
• Postal Code
1420 Coldwell Avenue, Modesto, CA , USA, 95350
BIDDER COMPANY WEBSITE ADDRESS*
Please provide the full company website address for the Bidder Company. www.championindustrial.com
CONTACT PERSON DETAILS*
Please provide the following information for the Contact person for this bid:
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[CHAMPION INDUSTRIAL CONTRACTORS] RESPONSE DOCUMENT REPORT IFB No. IFB-00067
On-Call Mechanical and Refrigeration Services
[CHAMPION INDUSTRIAL CONTRACTORS] RESPONSE DOCUMENT REPORT Invitation For Bid - On-Call Mechanical and Refrigeration Services

• Name
• Title
• Phone (Office)
• Phone (Mobile)
• Mailing Address (Street Address, City, State, Postal Code) • Fax Number
• Email
Dave Alfaro, Service Manager
(o) 209-524-6601 ext 303
P.O. Box 4399, Modesto, CA. 95352
(f) 209-524-6931
[email protected]
FEDERAL TAXPAYER IDENTIFICATION NUMBER (TIN)*
Please provide the Bidder Company's Federal Taxpayer Identification Number here. 94-1409207

DUNS & BRADSTREET (DUNS) NUMBER
Please provide the Bidder Company's Duns & Bradstreet (DUNS) Number here. 00-284-8190
BIDDER OFFICER NAMES AND TITLES*
Please provide the Names and Titles of the Top Three Bidder Officers in the following manner:
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[CHAMPION INDUSTRIAL CONTRACTORS] RESPONSE DOCUMENT REPORT IFB No. IFB-00067
On-Call Mechanical and Refrigeration Services
[CHAMPION INDUSTRIAL CONTRACTORS] RESPONSE DOCUMENT REPORT Invitation For Bid - On-Call Mechanical and Refrigeration Services

• Full Name, Full Title
• Full Name, Full Title
• Full Name, Full Title
W. Eli Champion, President
Ashveen Singh, CFO
YEARS IN BUSINESS*
For how long has the Bidder Company been in business? Please indicate in number of years. 69 CLOSEST BIDDER OFFICE*
Please provide the address for the Bidder Office closest to the City of Modesto. Please be sure to provide:
• Full Street Address
• City
• State
• Country
• Postal Code
1420 Coldwell Avenue, Modesto, CA , USA, 95350
CITY OF MODESTO BUSINESS LICENSE*
Does the Bidder Company currently possess a valid City of Modesto Business License? NOTE: An answer of "No", does not exclude the bid from potential award as it is not required until the contract begins.

Yes
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[CHAMPION INDUSTRIAL CONTRACTORS] RESPONSE DOCUMENT REPORT IFB No. IFB-00067
On-Call Mechanical and Refrigeration Services
[CHAMPION INDUSTRIAL CONTRACTORS] RESPONSE DOCUMENT REPORT Invitation For Bid - On-Call Mechanical and Refrigeration Services

CITY OF MODESTO BUSINESS LICENSE NUMBER*
You have indicated that the Bidder Company already possesses a City of Modesto Business License, please provide the business license number here.
0003278
STATE OF CALIFORNIA CONTRACTOR LICENSE NUMBER*
Please provide your State of California Contractor License Number (if available). 174777
Click to Verify Value will be copied to clipboard
CONTRACTOR LICENSE EXPIRATION DATE*
Please enter the current expiration date of your State of California Contractor's License (if available). 09/30/2026
DIR REGISTRATION NUMBER*
Please provide your State of California Department of Industrial Relations (DIR) Registration Number (if available). 1000000287
Click to Verify Value will be copied to clipboard
DIR REGISTRATION EXPIRATION DATE*
Please enter the current expiration date of your Department of Industrial Relations (DIR) Registration Number. 06/30/2026
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[CHAMPION INDUSTRIAL CONTRACTORS] RESPONSE DOCUMENT REPORT IFB No. IFB-00067
On-Call Mechanical and Refrigeration Services
[CHAMPION INDUSTRIAL CONTRACTORS] RESPONSE DOCUMENT REPORT Invitation For Bid - On-Call Mechanical and Refrigeration Services

3. City Forms
BIDDER EXCEPTIONS, CLARIFICATIONS, AMENDMENTS*
Does the Bidder have any exceptions, clarifications, or amendments to this IFB, sample agreement, or its associated specifications? Yes
BIDDER EXCEPTIONS, CLARIFICATIONS, AMENDMENTS*
Please download the below documents, complete, and upload. • Bidder_Exceptions,_Clarific...

Bidder_Exceptions,_Clarifications,_Amendments.pdf
BIDDER CUSTOMER REFERENCES*
Please download the below documents, complete, and upload. • Bidder_Customer_References.pdf
Bidder_Customer_References.pdf
FINANCIAL INTEREST DISCLOSURE*
Please download the below documents, complete, and upload. • Financial_Interest_Disclosu...

Financial_Interest_Disclosure.pdf
LOCAL VENDOR?*
Is the Bidder a local vendor as defined by the following requirement? To qualify as a local Bidder, the Bidder must have a physical business location within the City of Modesto and a current City of Modesto business license.
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[CHAMPION INDUSTRIAL CONTRACTORS] RESPONSE DOCUMENT REPORT IFB No. IFB-00067
On-Call Mechanical and Refrigeration Services
[CHAMPION INDUSTRIAL CONTRACTORS] RESPONSE DOCUMENT REPORT Invitation For Bid - On-Call Mechanical and Refrigeration Services

Yes
SUPPORT OF LOCAL VENDORS*
Please download the below documents, complete, and upload. • Support_of_Local_Vendors.pdf
Support_of_Local_Vendors.pdf
BIDDER COMPANY HISTORY STATEMENT*
Please download the below documents, complete, and upload. • Bidder_Company_History_Stat...

Bidder_Company_History_Statement.pdf
BIDDER WARRANTY STATEMENTS*
Please download the below documents, complete, and upload. • Bidder_Warranty_Statements.pdf
Bidder_Warranty_Statements.pdf
BIDDER EXPERIENCE AND CERTIFICATIONS*
Please download the below documents, complete, and upload. • Bidder_Experience_and_Certi...

Bidder_Experience_and_Certifications.pdf
SUBCONTRACTORS?*
Will the Bidder be using subcontractors for any purpose to perform services noted in this IFB? No
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[CHAMPION INDUSTRIAL CONTRACTORS] RESPONSE DOCUMENT REPORT IFB No. IFB-00067
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[CHAMPION INDUSTRIAL CONTRACTORS] RESPONSE DOCUMENT REPORT Invitation For Bid - On-Call Mechanical and Refrigeration Services

CALIFORNIA LEVINE ACT DISCLOSURE*
Please download the below documents, complete, and upload. • Modesto_Levine_Act_Statemen...

Modesto_Levine_Act_Statement_Form.pdf
PREVAILING WAGE LABOR CRAFT AND LABOR RATE*
Please download the below documents, complete, and upload. • Prevailing_Wage_Form.doc
Prevailing_Wage_Form.pdf

4. Additional Bid Information

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

No response submitted
SUBMITTAL CONFIRMATION*
Bidder 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.

Confirmed

PRICE TABLES
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[CHAMPION INDUSTRIAL CONTRACTORS] RESPONSE DOCUMENT REPORT IFB No. IFB-00067
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[CHAMPION INDUSTRIAL CONTRACTORS] RESPONSE DOCUMENT REPORT Invitation For Bid - On-Call Mechanical and Refrigeration Services

Line Item Description Estimated
Annual
Quantity
Unit of
Measure
Unit Cost Total
1 On-Call Mechanical & Refrigeration Service Hourly Rate During Business Hours Monday through Friday Response time: within one (1) business day of notification Business Hours From: 7:00 a.m. To 3:30 p.m.
100 Hourly $155.00 $15,500.00
2 On-Call Mechanical & Refrigeration Service Hourly Rate After Hours (Including Weekends) Response time: within four (4) hours of notification After Hours From:
3:30 p.m. To 7:00 a.m.
20 Hourly $232.50 $4,650.00
3 On-Call Mechanical & Refrigeration Service Hourly Rate (All Holidays) Response time: within four (4) hours of notification Hours: 24/7 10 Hourly $232.50 $2,325.00
4 On-Call Mechanical & Refrigeration Emergency Service Hourly Rate Response time:
within two (2) hours of notification After Hours From: 3:30 p.m. To 7:00 a.m. 20 Hourly $232.50 $4,650.00
Line Item Description Unit of Measure Percentage
1 All parts and components furnished shall be at the Contractor’s landed cost less any earned discounts plus a fifteen percent (15%) mark-up, plus sales tax. When called for by the City, the Contractor shall furnish a copy of the manufacturer’s invoice in order to verify the proper price charged to the City.

Percentage 15%
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PREVAILING WAGE LABOR CRAFT AND LAROR RATE
The payment of Prevailing Wages is required for this project.

Labor Craft Direct Labor Rate*
Fringe Benefit
Rate**
Labor
Markup
(percent)
Price Per
Service
HVAC/Refrigeration $ 58.45 /HR $ 41.36 /HR 55.30 % $ 155.00 /HR N/A $ /HR $ /HR % $ /HR
N/A $ /HR $ /HR % $ /HR
*Direct Labor Rate cannot be less than the minimum state prevailing wage. **Provide a copy of the current Fringe Benefit Statement. During the term of the agreement, ensure the City has a copy of the current, applicable statement on file.

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1 INVITATION FOR BIDS (“IFB”) NO. IFB-00067
FOR

ON-CALL MECHANICAL AND REFRIGERATION SERVICES

THE PAYMENT OF PREVAILING WAGES IS REQUIRED
BIDS DUE: March 24, 2026 before 11:00 am
CITY OF MODESTO CONTACT: Holly Gonzales, Buyer
E-MAIL ADDRESS: [email protected]
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INVITATION FOR BIDS # IFB-00067

ON-CALL MECHANICAL AND REFRIGERATION SERVICES
2 Table Of Contents

NOTICE TO BIDDERS

INSTRUCTIONS TO BIDDERS

VIRTUAL BID OPENING

GENERAL BID REQUIREMENTS

PRICING SCHEDULE

BID SUBMITTAL

TECHNICAL SPECIFICATIONS AND REQUIREMENTS

SAMPLE ANNUAL AGREEMENT - SERVICES
EXHIBIT C: INSURANCE REQUIREMENTS FOR MOST CONTRACTS
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3 NOTICE TO BIDDERS
NOTICE IS HEREBY GIVEN that the City of Modesto, County of Stanislaus, State of California (“City”), will receive electronic sealed Bids (each, a “Bid”) from qualified Bidders (each, a “Bidder”) for the furnishing of On-Call Mechanical and Refrigeration Services equipment, materials, supplies and/or related services (the “Services”) for the City of Modesto, Public Works Department, Building Maintenance Division.

All equipment, materials, and supplies shall be furnished F.O.B. City of Modesto (delivery charges borne by Bidder, included in the Services pricing herein, and not separately charged to the City). Bidders are highly recommended to download all IFB documents from the City’s OpenGov Procurement portal at https://procurement.opengov.com/portal/modestogov; such IFB documents shall include all specifications necessary for Bidders to submit a responsive Bid.

Each Bid shall be submitted electronically through the City's OpenGov Procurement portal prior to 11:00 am on Tuesday, March 24, 2026, after which time Bids will be opened, read and recorded. The opening of bids will not be physically open to the public but may be viewed simultaneously via video conferencing in the manner provided for herein. All Bids shall be available for review following City Council award approval at the Purchasing Division, 1010 Tenth Street, 5th Floor, Suite 5300, Modesto, CA 95354.

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

Bids received in any other format will not be accepted. The City of Modesto assumes no responsibility for delay in the upload of documents or final submittal of the Bid. #15..
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INVITATION FOR BIDS # IFB-00067

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4 INSTRUCTIONS TO BIDDERS

CALENDAR OF EVENTS
IFB Issued: February 24, 2026
Questions Due via City's OpenGov
Procurement portal:

March 3, 2026, 11:00am
Addendum Issued (if required): March 10, 2026
Bid Due Date & Time: March 24, 2026, 11:00am
Approximate Contract Award Date: September 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 11:00 am on Tuesday, March 3, 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 Bidder and the City regarding the Bid process shall be through the City Contact. Attempts by the Bidder to contact other City personnel regarding this IFB and associated process may result in disqualification of the Bidder.

Notwithstanding the foregoing, information intentionally or unintentionally provided by any person other than the City Contact may not be correct and will not be binding upon the City.

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

CALIFORNIA LABOR CODE SECTION 1771.1(A)
The California Labor Code states that, “A contractor or subcontractor shall not be qualified to Bid on, be listed in a Bid proposal, subject to the requirements of Section 4104 of the Public Contract Code or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a Bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to #15..
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INVITATION FOR BIDS # IFB-00067

ON-CALL MECHANICAL AND REFRIGERATION SERVICES
5 perform public work pursuant to Section 1725.5 at the time the contract is awarded.” This IFB is subject to the registration requirement set forth above.

PRECEDENCE
Bidder agrees that any agreement resulting from City’s acceptance of its Bid, together with the terms in any City purchase order and associated specifications provided by the City to Bidder therewith, shall comprise the entire agreement between City and Bidder. Moreover, Bidder agrees that any additional or contrary terms contained in Bidder’s acknowledgement of, shall be null and void.

SUBMITTAL OF NO BID
If you are not submitting a Bid, you have the option to submit "No Bid" and state the reason you are not submitting a bid for this particular IFB.
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6 VIRTUAL BID OPENING
The City of Modesto will be broadcasting Bid openings live electronically via Microsoft Teams at 11:00 am (Pacific Time) on Tuesday, March 24, 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 Bid opening for this Invitation for Bids will be available using the URL link provided below. By submitting your Bid for the above-stated IFB you acknowledge, understand, and agree to this modified Bid 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 Holly Gonzales. #15..
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INVITATION FOR BIDS # IFB-00067

ON-CALL MECHANICAL AND REFRIGERATION SERVICES
7 GENERAL BID REQUIREMENTS

BID SUBMITTAL
Bidders shall submit through the City's OpenGov Procurement portal. No hard copy bids or bids submitted in any other manner as that prescribed within this IFB will be accepted.

CONFIDENTIAL BIDDER INFORMATION
It is the responsibility of the Bidders to identify information in their Bid 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.

BIDDER COSTS INCURRED IN RESPONDING TO IFB
All costs associated with the preparation and submission of a Bid shall be borne by the Bidder.

BIDDER EXCEPTIONS
All exceptions taken to this IFB, and associated specifications shall be specifically and clearly identified on Exceptions, Clarifications and Amendments form. Failure to comply with this provision may deem the Bid 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 provision of Services required by the City. The Purchasing Manager or designated agent shall make the final decision regarding the acceptability of equipment, materials and/or provision of Services with exceptions.

CITY ACCEPTANCE/REJECTION OF IRREGULAR BIDS
An agreement shall be awarded to the Bidder whose Bid 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 Bids or to waive any informalities or minor irregularities in a Bid.

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

Failure to furnish any of these documents or information required within such documents may result in disqualification of Proposer.
• Pricing Schedule
• Bidder Exceptions, Clarifications, Amendments (if applicable) • Bidder Customer References
• Financial Interest Disclosure
• Support of Local Vendors (if applicable)
• Bidder Company History Statement
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INVITATION FOR BIDS # IFB-00067

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8 • Bidder Warranty Statements
• Bidder Experience and Certifications
• Subcontractor List (if applicable)
• California Levine Act Disclosure
• Prevailing Wage Form

COMPLIANCE/NON-COMPLIANCE
If Bidder cannot comply with a specification requirement in this IFB, note on the Exception, Clarifications, Amendments form of the specification paragraph, your exception, and your recommendation. The Purchasing Manager will evaluate your recommendation. If after evaluation it is determined that the Bidder is not in compliance with the specification, the Bid may be rejected.

PROPOSED PRICING FORMAT
• The cost of labor, equipment, fuel, licenses, bonds, permits, and insurance necessary to perform the required provision of Services shall be included in Bid pricing, along with Bidder’s profit margin and any other cost factors.
• Unless otherwise stated, the Bidder 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. • Bidder shall use the pricing schedule provided in this IFB to present Bid pricing. No other form or format shall be accepted. Bid 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.

AWARD OF BID
• The City may award one or more agreements to one or more Bidder 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 Bid, which best suits the City’s needs. In addition to price, consideration will be given to the quality and performance of the service to be purchased, and the criteria listed in Modesto Municipal Code Section 8-3.203(f). Regardless of City staff’s recommendation, the City Council reserves the right to award an agreement to the Bidder that best suits #15..
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INVITATION FOR BIDS # IFB-00067

ON-CALL MECHANICAL AND REFRIGERATION SERVICES
9 the City’s needs as determined by the City Council whether or not said award is consistent with City staff’s recommendation for award.

SUPPORT OF LOCAL VENDORS
Should the Bidder that submits the lowest responsive Bid or and would otherwise normally qualify to receive the Bid pursuant to Sections 8-3.203 and 8-3.204 of the Modesto Municipal Code (MMC) not be a local business as defined herein, the lowest Bid or quote submitted by a local business that is within 5% of the lowest Bid, whether or not that Bidder is the second lowest Bidder, may be deemed to be the lowest Bidder if the local Bidder agrees to reduce its Bid to match the Bid or quote of the lowest Bidder in writing within five business days after notification by City Purchasing staff, provided that said local Bidder is deemed to be a responsible Bidder as determined by the Purchasing Manager. To qualify as a local Bidder, the Bidder must have a physical business location within the City of Modesto and a current City of Modesto business license.

INDEMNITY
The successful Bidder (the “Contractor”) 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, 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 the Contractor, its agents, officers, employees, and volunteers relating to or during the performance of its obligations under this Bid, 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, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement for Contractor 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 third-party suits, arising out of or relation to the operation of Cityowned vehicles by Contractor’s employees will be apportioned to Contractor in accordance with the provisions contained in indemnity.

PREVAILING WAGE
Bidder’s workers must be paid no less than the prevailing wage rate as published by the State of California Department of Industrial Relations (DIR), and the successful Bidder shall maintain certified payroll. For additional information regarding Prevailing Wages, please contact the DIR at www.DIR.CA.gov or call its Labor Research and Statistics Unit, Prevailing Wage Unit at 415/703-4774. The City standards available at the following web address shall also apply to the performance of the Bid: City Standards Website:
https://www.modestogov.com/ArchiveCenter/ViewFile/Item/1120.

BIDDER REPRESENTATION
Bidder represents that:
• Bidder 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.
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10 • Bidder has made all reasonable investigations essential to a full understanding of the difficulties which may be encountered in performing the work.
• Bidder will complete the proposed provision of Services for the compensation stated in any resultant agreement.
• Bidder assumes full and complete responsibility for all conditions relevant to the proposed provision of Services and all risks in connection therewith.
• Bidder represents that it is fully qualified to perform the proposed provision of Services in accordance with the terms of any resultant agreement within the time specified therein.

BID PROTEST AND APPEAL PROCEDURES
Bidders 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.
"Bid" 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 a Bidder may lodge a protest.

Protest Procedures
• Only a Bidder who has actually submitted a Bid is eligible to submit a protest against the City’s Announced Decision.
• Subcontractors are not eligible to submit bid protests. • A Bidder 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. • The protest shall be delivered or sent by registered mail and received by the City by the deadline, or protest will be automatically rejected. Protestors who choose to be represented by legal counsel are responsible for the associated expenses.
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11 • The protest shall be accompanied by a certified 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 protest by name, Invitation for Bid (IFB) or Request for Proposal (RFP) number, and IFB/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.
• Bid Protests: A Bidder 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
Modesto CA 95353
b. Appeal to Deputy City Manager: At the protestor’s discretion, the decision of the Director of Finance 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 #15..
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12 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 ten 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
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, #15..
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13 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 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. #15..
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INVITATION FOR BIDS # IFB-00067

ON-CALL MECHANICAL AND REFRIGERATION SERVICES
14 PRICING SCHEDULE
All labor, materials, equipment, tools, fuel, licenses, bonds, insurance and other expenses necessary for Bidder to perform the required services shall be included in Bid pricing. Bid 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 the Bidder Exceptions, Clarifications, Amendments Form. Award shall be based on Standard Hourly Rate.

ESTIMATED ANNUAL QTY x UNIT COST= EXTENDED TOTAL
**In case of discrepancy between a unit cost and an extended cost, the unit cost will be presumed to be correct, subject, however, to correction to the same extent and in the same manner.** The payment of Prevailing Wages is required for this project. *Direct Labor Rate cannot be less than the minimum state prevailing wage. **Provide a copy of the current Fringe Benefit Statement. During the term of the agreement, ensure the City has a copy of the current, applicable statement on file.

Line Item Description Estimated
Annual
Quantity
Unit of
Measure
Unit Cost Total
1 On-Call Mechanical &
Refrigeration Service Hourly Rate
During Business Hours Monday
through Friday Response time:
within one (1) business day of
notification Business Hours From:
7:00 a.m. To 3:30 p.m.
100 Hourly
2 On-Call Mechanical &
Refrigeration Service Hourly Rate
After Hours (Including Weekends)
Response time: within four (4)
hours of notification After Hours
From: 3:30 p.m. To 7:00 a.m.
20 Hourly
3 On-Call Mechanical &
Refrigeration Service Hourly Rate
(All Holidays) Response time:
within four (4) hours of notification
Hours: 24/7
10 Hourly
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ON-CALL MECHANICAL AND REFRIGERATION SERVICES
15 Line Item Description Estimated
Annual
Quantity
Unit of
Measure
Unit Cost Total
4 On-Call Mechanical &
Refrigeration Emergency Service
Hourly Rate Response time: within
two (2) hours of notification After
Hours From: 3:30 p.m. To 7:00 a.m.
20 Hourly
Line Item Description Unit of
Measure
Percentage
1 All parts and components furnished shall be at the
Contractor’s landed cost less any earned discounts plus a fifteen percent (15%) mark-up, plus sales tax. When
called for by the City, the Contractor shall furnish a
copy of the manufacturer’s invoice in order to verify
the proper price charged to the City.

Percentage 15%
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INVITATION FOR BIDS # IFB-00067

ON-CALL MECHANICAL AND REFRIGERATION SERVICES
16 BID SUBMITTAL
Bidder’s submission should include all City of Modesto forms as provided. If any form is not applicable, Bidder should write or type “Not Applicable” on it but still include the form in your submission. Before submitting the forms, make sure to review the forms to avoid submitting duplicate forms.

ACKNOWLEDGEMENTS
IFB ACKNOWLEDGEMENT*
The Bidder submitting acknowledges receipt of the referenced IFB and/or Addenda and offers and agrees to provide the articles and/or services specified on behalf of the Bidder indicated in Bidder’s Bid 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
PREPARATION OF BIDS*
Bidder acknowledges that they have quoted price as specified in Bid. No alterations or changes of any kind shall be permitted to the Pricing Schedule as provided. Responses that do not comply shall be subject to rejection in total.

By checking the "please confirm" box below, you acknowledge the above statement. ☐ Please confirm
*Response required
TAXES AND FREIGHT CHARGES*
Bidder acknowledges that:

A. Unless otherwise required and specified in the IFB, 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 Bid.

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 one (1) of 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.
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INVITATION FOR BIDS # IFB-00067

ON-CALL MECHANICAL AND REFRIGERATION SERVICES
17 By checking the "please confirm" box below, you acknowledge the above statement. ☐ Please confirm
*Response required
AWARD*
Bidder Acknowledges that:

A. Unless otherwise specified by the Bidder or the IFB gives notice of an all-or-none award, the City may accept any item or group of items of any Bid.

B. Award shall be based on Standard Hourly Rate.

C. Bids are subject to acceptance by the City at any time within 45 days of opening, unless otherwise specified in the IFB. A Bidder shall not change its bid if accepted within such time.

D. A valid, agreement based on the sample agreement attached to the IFB and the submitted bid shall be provided, or otherwise furnished, to the successful Bidder within the time for acceptance specified, and such agreement shall be a binding agreement without further action by either party. The agreement shall be interpreted, construed and given effect in all respects according to the laws of the State of California.

By checking the "please confirm" box below, you acknowledge the above statement. ☐ Please confirm
*Response required
PATENT INDEMNITY*
Bidder Acknowledges:

Bidders 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 un-patented invention, article or appliance furnished or used in connection with the contract or purchase order.

By checking the "please confirm" box below, you acknowledge the above statement. ☐ Please confirm
*Response required
SAMPLES*
Bidder Acknowledges:

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 Bidder’s expense. #15..
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INVITATION FOR BIDS # IFB-00067

ON-CALL MECHANICAL AND REFRIGERATION SERVICES
18 By checking the "please confirm" box below, you acknowledge the above statement. ☐ Please confirm
*Response required
RIGHTS AND REMEDIES OF CITY FOR DEFAULT*
Bidder Acknowledges:

A. In the event any item furnished by the Bidder in the performance of the contract or purchase order should fail to conform to the specifications therefore or to the sample submitted by the Bidder with its Bid, the City may reject the same, and it shall thereupon become the duty of the Bidder 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 Bidder fail, neglect or refuse to do so, the City shall thereupon have the right to purchase in the open market, in lieu thereof, a corresponding quantity of any such items. City may deduct from any moneys due or that may there after come due to Bidder, or send an invoice to the Bidder 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 Bidder 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 Bidder.

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.

By checking the "please confirm" box below, you acknowledge the above statement. ☐ Please confirm
*Response required
PAYMENT TERMS AND METHODS*

BIDDER 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 through your POS/Card terminal. The payment remittance will be sent from [email protected] via email and will contain the following information:
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ON-CALL MECHANICAL AND REFRIGERATION SERVICES
19 • 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 Bidder’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 IFB.

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. ☐ Option A - ePay (Preferred)
☐ Option B - Manual Check
*Response required
DID YOU CHOOSE THE PAYMENT TERM - OPTION A - EPAY?*
☐ Yes
☐ No
*Response required
When equals "Yes"
PLEASE ENTER THE PREFERRED EMAIL ADDRESS TO SET UP EPAY.* *Response required
CALIFORNIA GOVERNMENT CODE SECTION 4552*
Bidder Acknowledges:

In submitting a Bid to the City, the Bidder offers and agrees that if the Bid is accepted, it will assign to the City 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 Services, materials, or services by the Bidder for sale to the purchasing body pursuant to the Bid. Such assignment shall be made and become effective at the time the purchasing body tender’s final payment to the Bidder.

By checking the "please confirm" box below, you acknowledge the above statement. #15..
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ON-CALL MECHANICAL AND REFRIGERATION SERVICES
20 ☐ Please confirm
*Response required
NO GUARANTEE OR WARRANTY*
Bidder Acknowledges that:

The City makes no guarantee or warranty as to the condition, completeness or safety of any material or equipment that may be traded under a contract or purchase order resulting from this Bid.

By checking the "please confirm" box below, you acknowledge the above statement. ☐ Please confirm
*Response required
MINOR IRREGULARITIES*
Bidder Acknowledges that:

The City reserves the right, in its sole discretion, to waive any informalities or minor irregularities in a Bid.

By checking the "please confirm" box below, you acknowledge the above statement. ☐ Please confirm
*Response required

BIDDER COMPANY INFORMATION
BIDDER COMPANY FULL LEGAL NAME*
Please provide the full legal name of the Bidder Company on this bid submittal. It may already be provided elsewhere, but please provide here to confirm.
*Response required
BIDDER 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 Bidder Company a Corporation, Limited Liability Company, Partnership, or Sole Proprietorship? #15..
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ON-CALL MECHANICAL AND REFRIGERATION SERVICES
21 If the Bidder 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 Bidder Company operates. ☐ Corporation
☐ Limited Liability Company
☐ Partnership
☐ Sole Proprietorship
*Response required
When equals "Yes"
LEGAL ENTITY STATE OF REGISTRATION*
In which State is the Bidder Company registered?
*Response required
When equals "No"
TYPE OF LEGAL ENTITY - OTHER*
You have indicated that the Bidder 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 Bidder Company is registered/established.
*Response required
BIDDER COMPANY HEADQUARTERS ADDRESS*
Please provide the full street address for the headquarters of the Bidder Company. Be sure to include the following:
• Full Street Address
• City
• State
• Country
• Postal Code
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22 *Response required
BIDDER COMPANY WEBSITE ADDRESS*
Please provide the full company website address for the Bidder Company. *Response required
CONTACT PERSON DETAILS*
Please provide the following information for the Contact person for this bid:
• Name
• Title
• Phone (Office)
• Phone (Mobile)
• Mailing Address (Street Address, City, State, Postal Code) • Fax Number
• Email
*Response required
FEDERAL TAXPAYER IDENTIFICATION NUMBER (TIN)*
Please provide the Bidder Company's Federal Taxpayer Identification Number here. *Response required

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

BIDDER OFFICER NAMES AND TITLES*
Please provide the Names and Titles of the Top Three Bidder 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 Bidder Company been in business? Please indicate in number of years. *Response required
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ON-CALL MECHANICAL AND REFRIGERATION SERVICES
23 CLOSEST BIDDER OFFICE*
Please provide the address for the Bidder 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 Bidder Company currently possess a valid City of Modesto Business License? NOTE: An answer of "No", does not exclude the bid from potential award 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 Bidder Company already possesses a City of Modesto Business License, please provide the business license number here.
*Response required
STATE OF CALIFORNIA CONTRACTOR LICENSE NUMBER*
Please provide your State of California Contractor License Number (if available). *Response required
CONTRACTOR LICENSE EXPIRATION DATE*
Please enter the current expiration date of your State of California Contractor's License (if available). *Response required
DIR REGISTRATION NUMBER*
Please provide your State of California Department of Industrial Relations (DIR) Registration Number (if available).
*Response required
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ON-CALL MECHANICAL AND REFRIGERATION SERVICES
24 DIR REGISTRATION EXPIRATION DATE*
Please enter the current expiration date of your Department of Industrial Relations (DIR) Registration Number.
*Response required

CITY FORMS
BIDDER EXCEPTIONS, CLARIFICATIONS, AMENDMENTS*
Does the Bidder have any exceptions, clarifications, or amendments to this IFB, sample agreement, or its associated specifications?
☐ Yes
☐ No
*Response required
When equals "Yes"
BIDDER EXCEPTIONS, CLARIFICATIONS, AMENDMENTS*
Please download the below documents, complete, and upload. • Bidder_Exceptions,_Clarific...
*Response required
BIDDER CUSTOMER REFERENCES*
Please download the below documents, complete, and upload. • Bidder_Customer_References.pdf
*Response required
FINANCIAL INTEREST DISCLOSURE*
Please download the below documents, complete, and upload. • Financial_Interest_Disclosu...
*Response required
LOCAL VENDOR?*
Is the Bidder a local vendor as defined by the following requirement? To qualify as a local Bidder, the Bidder must have a physical business location within the City of Modesto and a current City of Modesto business license.
☐ Yes
☐ No
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ON-CALL MECHANICAL AND REFRIGERATION SERVICES
25 *Response required
When equals "Yes"
SUPPORT OF LOCAL VENDORS*
Please download the below documents, complete, and upload. • Support_of_Local_Vendors.pdf
*Response required
BIDDER COMPANY HISTORY STATEMENT*
Please download the below documents, complete, and upload. • Bidder_Company_History_Stat...
*Response required
BIDDER WARRANTY STATEMENTS*
Please download the below documents, complete, and upload. • Bidder_Warranty_Statements.pdf
*Response required
BIDDER EXPERIENCE AND CERTIFICATIONS*
Please download the below documents, complete, and upload. • Bidder_Experience_and_Certi...
*Response required
SUBCONTRACTORS?*
Will the Bidder be using subcontractors for any purpose to perform services noted in this IFB? ☐ Yes
☐ No
*Response required
When equals "Yes"
SUBCONTRACTOR LIST*
Please download the below documents, complete, and upload. • Subcontractor_List_IFB.pdf
*Response required
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INVITATION FOR BIDS # IFB-00067

ON-CALL MECHANICAL AND REFRIGERATION SERVICES
26 CALIFORNIA LEVINE ACT DISCLOSURE*
Please download the below documents, complete, and upload. • Modesto_Levine_Act_Statemen...
*Response required
PREVAILING WAGE LABOR CRAFT AND LABOR RATE*
Please download the below documents, complete, and upload. • Prevailing_Wage_Form.doc
*Response required

ADDITIONAL BID INFORMATION

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

SUBMITTAL CONFIRMATION*
Bidder 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
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INVITATION FOR BIDS # IFB-00067

ON-CALL MECHANICAL AND REFRIGERATION SERVICES
27 TECHNICAL SPECIFICATIONS AND REQUIREMENTS

SCOPE OF WORK
The City of Modesto is requesting hourly labor rates for preventative maintenance, repairs and services for HVAC and refrigeration systems in operating conditions at all times for Citywide locations, on an “as needed” basis throughout the year. On-call mechanical and refrigeration services will consist of individual work orders or projects to maintain, repair or improve mechanical and refrigeration systems and units for facilities owned and operated by the City of Modesto. In the event there is a system failure, the contractor shall be available for emergency service calls and arrive within two (2) hours of notification, including during afterhours.

The successful Contractor shall furnish all labor (including inspection charges), materials, equipment, tools, licenses and insurance necessary to perform the required work outlined in this IFB. The successful Contractor shall have an adequate amount of staffing and equipment to complete the services outlined in this IFB.

SERVICE SPECIFICATIONS:

Contractor must have a minimum of five (5) years’ experience and either own or have immediate access to equipment necessary to maintain, repair, and install heating, air conditioning, ventilation systems, as well as tabletop/1,500 LB ice machines with bins and freezers including but not limited to the following type of jobs/equipment:

HVAC System
• Check and clean evaporative coils and condensers as required • Check operation of thermostats, controls and time clocks • Check operations of heating and cooling systems
• Check temperature split
• Electrical wiring
• Lubricate all motors and bearings
• Insulation
• Provide, replace and date all filters
• Ensure proper duct flow
• Air-side – fan pushing the air through ducts
• Wet-side- water as the cooling mechanism, such as chillers, swamp coolers • Direct Expansion (DX)
• Direct Digital Control (DDC)
• Pneumatics
• Chillers
• Air Handlers
• Swamp coolers
• Heat Pumps
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ON-CALL MECHANICAL AND REFRIGERATION SERVICES
28 • Pump repair an installation on various equipment (recirculation pumps on hot water systems, water-based systems, ductless split systems, ice machines, etc.) Inspect indoor and outdoor fan blades for cracks, corrosion and defects.
• Inspect cabinet for organic matter, corrosion or defects. Clean as needed.

Refrigeration and Ice Machine System
• Routine cleaning and sanitizing the water system
• Clean air filters
• Check inlet water valve screens
• Check external filter system
• Change cartridges as needed
• Clean the bin interior and unit exterior
• Perform water testing periodically to ensure quality

REQUIRED LICENSES
Prior to beginning any service that shall be furnished under this specification, the Bidder 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 Bidder shall maintain a City of Modesto business license for the duration of the agreement.

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

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

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

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

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. #15..
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ON-CALL MECHANICAL AND REFRIGERATION SERVICES
29 SAMPLE ANNUAL AGREEMENT - SERVICES
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 _____, a _______, 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 Bid and agreement for the ______ SERVICES to CONTRACTOR, attached hereto as Exhibit “A” and made a part hereof, and
WHEREAS, the CONTRACTOR provided a responsive and responsible submittal that best meets the CITY needs, attached hereto as Exhibit “A” and made a part hereof, and WHEREAS, the CITY and CONTRACTOR shall enter into an agreement for the ______ SERVICES as described in IFB-00067, attached hereto as Exhibit “B” and made a part hereof (hereinafter called IFB).

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

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

AGREEMENT PRICING
[TBD - Insert Pricing Table Here]

2. PREVAILING WAGES
In accordance with California Labor Code Section 1771, CONTRACTOR shall pay all workers, and shall ensure its subcontractors pay all of their workers, engaged in performing the services described in Exhibit “B” #15..
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30 not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the services described in Exhibit “B” are to be performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work as provided in the California Labor Code. In accordance with California Labor Code Section 1773.2, the City has obtained the general prevailing wages in the locality in which the services described in Exhibit B are to be performed for each craft or type of work needed to be as published by the State of California Department of Industrial Relations, Division of Labor Statistics and Research, a copy of which is on file in the CITY’s Purchasing Department and shall be made available on request. Contractor must comply with all applicable laws and regulations that apply to wages earned in performance of the services described in Exhibit “B”, including those set forth in Labor Code section 1770 et. seq. and in the IFB.

DIR Project ID#: _____________

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

4. CONTRACTOR CONTACT
<Enter Contact Information Here>

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

Year 1: 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___
Pricing as set forth in Section 1.e. above shall remain firm for the first two years of the AGREEMENT.

Price increases for any subsequent AGREEMENT years following the second year shall not exceed the percentage change in the Consumer Price Index (CPI) for West Urban Area in any one AGREEMENT year and shall be negotiated through the Purchasing Division. Requests for price increases shall be submitted by #15..
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31 CONTRACTOR in writing, ninety (90) days prior to the annual anniversary date of the AGREEMENT to be effective for the subsequent year.

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

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.

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

7. PAYMENT
CONTRACTOR shall invoice CITY not less than once per month based on the cost for services performed and reimbursable costs incurred prior to the invoice date. All invoices shall be paid in full the following payment terms within thirty days after completion and acceptance of the Services by the CITY, and receipt of a properly prepared invoice, CITY will pay CONTRACTOR [TO BE DETERMINED BY IFB RESPONSE IN FINAL AGREEMENT, EITHER “Net 30 terms via CITY’s ePay Program” or “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
• CITY department/division name and address
• Billing period
• Service hours worked day and week
• Unit price, extended price, sales tax and total

8. INDEMNITY
The CONTRACTOR shall hold the CITY, its agents, officials, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including #15..
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32 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.

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

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

10. 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.

11. 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. Executed Agreement;
c. CONTRACTOR Bid submittal;
d. IFB No. 00067;
e. Contractor’s City of Modesto business license

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

Termination by City for Convenience: The City may also terminate this AGREEMENT the Contractor's performance under the Agreement, either in whole or in part, at its own discretion and without cause. #15..
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33 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.

CITY will pay CONTRACTOR for SERVICES actually completed prior to the receipt of the termination notice or otherwise completed in accordance with the notice of termination. The final payment to the CONTRACTOR after termination for convenience shall be limited to amounts due and owing under the AGREEMENT at time of termination, including the following:
j. The cost of settling and paying valid claims arising out of the termination of the SERVICES such as subcontractor agreements or contracts for materials; #15..
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34 k. The AGREEMENT price allocable to the portion of the SERVICES properly performed or goods supplied to the work site by the CONTRACTOR as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the CONTRACTOR for such SERVICES.

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

14. FAILURE TO PERFORM SATISFACTORY WORK
It is agreed and understood that if the CONTRACTOR fails to perform the SERVICES as specified herein, CITY's representative may:
a. Consent to accept such unsatisfactory service with an appropriate adjustment in contract price, based on established cost factors,
b. Have such required work done by CITY forces or otherwise, and charge the cost thereof to the CONTRACTOR, or
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.

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

16. CITY PROCESS/PROCEDURE APPROVALS
CITY approval of any process or procedure shall not relieve CONTRACTOR of its responsibility to furnish the required SERVICES meeting all specifications contained herein. #15..
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35 17. DIR REGISTRATION
Pursuant to Labor Code section 1771.1, CONTRACTOR may not engage in the performance of the Services set forth in Exhibit “B”, unless currently registered and qualified to perform public work pursuant to Section 1725.5 thereof. As required in Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, during term of this AGREEMENT, CONTRACTOR shall be registered to perform public work pursuant to Section 1725.5 thereof.

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

19. NOTICES
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: ____________
____________
____________
____________
CITY: City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

20. SIGNATORY(IES) FOR CONTRACTOR
Each signatory for CONTRACTOR below warrants and represents that it is legally competent to, and has full authority to, execute the AGREEMENT.

21. QUANTITIES
No minimum or maximum is guaranteed or implied.

22. FUNDING
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. #15..
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36 23. OTHER GOVERNMENT/PUBLICLY FUNDED AGENCIES
If mutually agreeable to all parties, the issuance of any resultant contract/purchase order referencing these specifications and modified by mutual agreement between all parties may be extended to other government or publicly funded agencies. It shall be understood that all terms and conditions as specified herein shall apply.

24. NON-DISCRIMINATION
a. During the performance of this AGREEMENT, CONTRACTOR and any allowed subcontractors shall not unlawfully discriminate against any employee or applicant for employment because of race, color, ancestry, religion, sex, national origin, marital status, age, medical condition (cancer related), physical handicap (including AIDS), sexual orientation, or any other basis prohibited by Federal or California law. Equal employment opportunity extends, but is not limited to recruitment, compensation, benefits, layoff, termination, and all other conditions of employment. The CONTRACTOR and any allowed subcontractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination. The CONTRACTOR and any allowed subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et seq.) and the applicable regulations promulgated thereunder (California Administrative Code, Title 2, and Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12900, set forth in Chapter 5 of Division 4 of Title 2 of the California Administrative Code are incorporated into this contract by reference and made a part hereof as if set forth in full.
b. The CONTRACTOR and any allowed subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.
c. The CONTRACTOR shall include the nondiscrimination and compliance provisions of this clause in any allowed subcontracts to perform SERVICES. d. The CONTRACTOR shall permit access by representatives of the Department of Fair Employment and Housing and the CITY upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours’ notice, to such of its books, records, accounts, other sources of information and its facilities as said Department or CITY shall require to ascertain compliance with this AGREEMENT.
e. By executing this AGREEMENT, CONTRACTOR certifies that it shall follow and be in compliance with the Americans with Disabilities Act of 1990, the applicable administrative requirements promulgated in response thereto, and any other applicable Federal laws and regulations relating to handicap discrimination and participation and will continue to do so for at least the duration of the AGREEMENT and any extensions thereof. #15..
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37 25. CONTRACTOR LICENSES & PERMITS
CONTRACTOR warrants and represents that it possesses and shall maintain all licenses and shall secure and maintain all necessary permits necessary to perform the SERVICES.

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

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

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

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

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

31. WAIVER
The waiver by any party to this AGREEMENT of a breach of any provision hereof shall be in writing and shall not operate or be construed as a waiver of any other or subsequent breach hereof unless specifically stated in writing.
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38 32. HEADINGS NOT CONTROLLING
Headings used in the Agreement are for reference purposes only and shall not be considered in construing this AGREEMENT.

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

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

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

35. PARTIAL INVALIDITY
If any provision in this AGREEMENT is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
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39 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 ________ day of __________________, 2026 and _____________.has caused this Agreement to be duly executed.

CITY OF MODESTO
a municipal corporation

CONTRACTOR
By ________________________________ By ________________________________ JOSEPH P. LOPEZ
City Manager
(Signature)
By ________________________________
ATTEST: (Name & Title)
Date: _______________________________
By ________________________________
DIANE NAYARES-PEREZ, CMC, City Clerk
(SEAL)
APPROVED AS TO FORM:

By ________________________________
JOSE M. SANCHEZ, City Attorney
By ________________________________
MATTHEW BRALEY, ARM-PE, Risk Manager
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40 EXHIBIT C: INSURANCE REQUIREMENTS FOR MOST CONTRACTS 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.

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.

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.

This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and noncontributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor’s primary and excess liability policies are exhausted.
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41 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 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
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42 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 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.

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

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

City of Modesto
Attn: Risk Management
1010 10th Street
Modesto, CA 95354
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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.

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.

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.

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

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

Additional Insured Status
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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 #15..
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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.

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

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

City of Modesto
Attn: Risk Management
1010 10th Street
Modesto, CA 95354
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[CHAMPION INDUSTRIAL CONTRACTORS – PRICING TABLE
IFB No. IFB-00067
On-Call Mechanical and Refrigeration Services
RESPONSE DEADLINE: March 24, 2026, at 11:00 am
Report Generated: Monday, March 18, 2024

PRICING TABLE
Line Item Description Estimated
Annual
Quantity
Unit of
Measure
Unit Cost Total
1 On-Call Mechanical & Refrigeration Service Hourly Rate During Business Hours Monday through Friday Response time: within one (1) business day of notification Business Hours From: 7:00 a.m. To 3:30 p.m.
100 Hourly $155.00 $15,500.00
2 On-Call Mechanical & Refrigeration Service Hourly Rate After Hours (Including Weekends) Response time: within four (4) hours of notification After Hours From:
3:30 p.m. To 7:00 a.m.
20 Hourly $232.50 $4,650.00
3 On-Call Mechanical & Refrigeration Service Hourly Rate (All Holidays) Response time: within four (4) hours of notification Hours: 24/7 10 Hourly $232.50 $2,325.00
4 On-Call Mechanical & Refrigeration Emergency Service Hourly Rate Response time:
within two (2) hours of notification After Hours From: 3:30 p.m. To 7:00 a.m. 20 Hourly $232.50 $4,650.00
Line Item Description Unit of Measure Percentage
1 All parts and components furnished shall be at the Contractor’s landed cost less any earned discounts plus a fifteen percent (15%) mark-up, plus sales tax. When called for by the City, the Contractor shall furnish a copy of the manufacturer’s invoice in order to verify the proper price charged to the City.

Percentage 15%
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Agreement Period Total Agreement Period Total
Year 1 $73,773 Year 1 $73,772
Year 2 $214,216 Year 2 $214,216
Year 3 $212,194 Year 3 $212,194
Year 4 $331,884 Year 4 $331,884
Year 5 $66,378 Year 5 $66,378
Grand Total $898,445 Grand Total $898,444
Description Year 1 Year 2
Estimated Annual
Amount $380,000 $380,000
Contingency $15,000 $15,000
Total 5-Yr Agreement $395,000 $395,000
#15..

Year 3 Year 4 Year 5 Total
$402,040 $424,080 $448,677 $2,034,797
$15,000 $15,000 $15,000 $75,000
$417,040 $439,080 $463,677 $2,109,797
#15..

CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

June 23, 2026
Date: May 23, 2026
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Flood Risk Reduction Feasibility Study Scoping Project Engineering Services Agreement with HDR Engineering, Inc.

CONTACT: Tim Barahona, Assistant Engineer
[email protected], 209-577-5485
DESCRIPTION:

Consider approving an Engineering Services Agreement with HDR Engineering, Inc., of Sacramento, CA for an Agreement total not to exceed $546,500 for the Flood Risk Reduction Feasibility Study Scoping Project. (Funding Source: Wastewater Fund) STRATEGIC PLAN ELEMENT:

The recommended action supports the 2025-2026 City’s Strategic Plan Initiatives, Goal D: Provide safe, efficient, and reliable infrastructure through proactive community investment, maintenance and sustainability efforts.

BACKGROUND:

The Federal Emergency Management Agency’s (FEMA) Building Resilient Infrastructure and Communities (BRIC) Program supports local agencies in reducing risks from natural hazards through mitigation planning and project development.

In 2022, the Utilities Department submitted a BRIC Direct Technical Assistance (DTA) request form to FEMA to be considered for non-financial support from pre-application activities through the grant closeout process at no cost to the City. After receiving notification of having been selected to receive BRIC Program DTA, the City entered into a Memorandum of Understanding with FEMA to accept their services, including assistance with the development of a BRIC Program grant application package. #16..
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City Council, June 23, 2026
Flood Risk Reduction Feasibility Study Scoping Project
Engineering Services Agreement with HDR Engineering, Inc.

On March 14, 2023, by Resolution No. 2023-114, Council adopted the 2022-2027 Stanislaus County Multi-Jurisdictional Hazard Mitigation Plan that included the City of Modesto Local Hazard Mitigation Plan Annex.

On February 6, 2024, by Resolution No. 2024-048, Council approved the submission of a BRIC Program Grant Application to FEMA to fund the Flood Risk Reduction Feasibility Study Scoping Project, and the submission of a Prepare California Program Grant Application to the California Office of Emergency Services (Cal OES) to offset the Federal local match requirement.

On October 28, 2025, by Resolution No. 2025-387, Council accepted a FEMA BRIC Program subaward through Cal OES in the amount of $475,070 for the Flood Risk Reduction Feasibility Study Scoping Project and authorized the City Manager or his designee to enter into the associated Grant Agreement and execute all related documents.

DISCUSSION:

This Project will evaluate existing conditions, identify mitigation alternatives, and analyze the feasibility of implementation in an effort to protect our communities and infrastructure from the existing Tuolumne River flood risks and to mitigate the future risks related to natural disasters.

In accordance with Administrative Directive 3.1, Selection Procedures for Professional Consultants who Provide Engineering Services, a Request for Qualifications and Proposals (RFQ/P) for the Flood Risk Reduction Feasibility Study Scoping Project was advertised through Opengov, the City’s procurement platform.

A selection committee consisting of Utilities Department staff evaluated the proposals and determined HDR Engineering, Inc., of Sacramento, CA to be the most qualified to conduct the Flood Risk Reduction Feasibility Study Scoping Project.

In accordance with Modesto Municipal Code 8-3.204(a) “Exceptions to Formal Bidding Requirements”, Agreements for Professional Services are exempt from the bidding requirements of Modesto Municipal Code 8-3.203 if competitive quotations or proposals have been sought informally from at least three (3) qualified entities. However, staff proceeded with the RFQ/P process pursuant to Administrative Directive 3.1 and four (4) proposals were received as part of this solicitation.

Staff recommends approval of an Engineering Services Agreement with HDR Engineering, Inc., of Sacramento, CA for the Flood Risk Reduction Feasibility Study Scoping Project.
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City Council, June 23, 2026
Flood Risk Reduction Feasibility Study Scoping Project
Engineering Services Agreement with HDR Engineering, Inc.

FISCAL IMPACT:

Revenue and Expenses associated with this effort will be housed in the following NonCapital Project:
101582 – Flood Risk Reduction Study
Anticipated Project Revenue and Expenses
Revenue
Consultant Agreement $409,875
City Staff Time $29,769
Total $439,644
Expenses
Consultant Agreement $546,500
City Staff Time $29,769
Total $576,269
Local Match $136,625

COMMITTEE RECOMMENDATION
The submission of a grant application to the FEMA BRIC Program was considered by the Finance Committee at the meeting held on January 29, 2024, where it was recommended that it be forwarded to Council.

CEQA/NEPA REQUIREMENTS:

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

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving an Engineering Services Agreement with HDR Engineering, Inc., of Sacramento, CA, for the Flood Risk Reduction Feasibility Study Scoping Project for a total Agreement amount not to exceed $546,500 and authorizing the City Manager, or his designee, to execute the Agreement.
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City Council, June 23, 2026
Flood Risk Reduction Feasibility Study Scoping Project
Engineering Services Agreement with HDR Engineering, Inc.

Approved by:

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

1. Resolution

2. HDR Engineering, Inc. - Engineering Services Agreement & Exhibits A-C #16..
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6/23/2026/Utilities/TBarahona/Item X 1 2026-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2026-XX

RESOLUTION APPROVING AN ENGINEERING SERVICES AGREEMENT
WITH HDR ENGINEERING, INC., OF SACRAMENTO, CA, FOR THE FLOOD

RISK REDUCTION FEASIBILITY STUDY SCOPING PROJECT FOR A TOTAL AGREEMENT AMOUNT NOT TO EXCEED $546,500 AND AUTHORIZING THE

CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE THE AGREEMENT WHEREAS, the Federal Emergency Management Agency’s (FEMA) Building Resilient Infrastructure and Communities (BRIC) Program supports local communities as they undertake mitigation projects, reducing the risks they face from disasters and natural hazards; and
WHEREAS, on October 28, 2025, by Resolution No. 2025-387, Council accepted a FEMA BRIC Program subaward through Cal OES in an amount not to exceed $475,070 for the Flood Risk Reduction Feasibility Study Scoping Project and authorized the City Manager or his designee to enter into the associated Grant Agreement and execute all related documents; and WHERAS, the Flood Risk Reduction Feasibility Study Scoping Project will evaluate existing conditions, identify mitigation alternatives, and analyze the feasibility of implementation in an effort to protect our communities and infrastructure from the existing Tuolumne River flood risks and to mitigate the future risks related to natural disasters; and
WHEREAS, in accordance with Administrative Directive 3.1, Selection Procedures for Professional Consultants who Provide Engineering Services, a Request for Qualifications and Proposals (RFQ/P) for the Flood Risk Reduction Feasibility Study Scoping Project was advertised through Opengov, the City’s procurement platform; and
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6/23/2026/Utilities/TBarahona/Item X 2 2026-XX
WHEREAS, a selection committee consisting of Utilities Department staff evaluated the proposals and determined HDR Engineering, Inc., of Sacramento, CA to be the most qualified to conduct the Flood Risk Reduction Feasibility Study Scoping Project; and
WHEREAS, in accordance with Modesto Municipal Code 8-3.204(a) “Exceptions to Formal Bidding Requirements”, Agreements for Professional Services are exempt from the bidding requirements of Modesto Municipal Code 8-3.203 if competitive quotations or proposals have been sought informally from at least three (3) qualified entities. However, staff proceeded with the RFQ/P process pursuant to Administrative Directive 3.1 and four (4) proposals were received as part of this solicitation; and
WHEREAS, staff recommends approval of an Engineering Services Agreement with HDR Engineering, Inc., of Sacramento, CA for the Flood Risk Reduction Feasibility Study Scoping Project.

NOW, THEREFORE BE IT RESOLVED by the Council of the City of Modesto that it hereby approves an Engineering Services Agreement with HDR Engineering, Inc., of Sacramento, CA, for the Flood Risk Reduction Feasibility Study Scoping Project, for an Agreement total amount not to exceed $546,500.

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.
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6/23/2026/Utilities/TBarahona/Item X 3 2026-XX
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 23rd day of June 2026, by Councilmember _______________, who moved its adoption, which motion being duly seconded by Councilmember _______________, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST:

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

BY: ____________________________________
JOSE M. SANCHEZ, City Attorney
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1 STANDARD AGREEMENT TERMS FOR CONSULTANT SERVICES

ENGINEERING SERVICES

FLOOD RISK REDUCTION FEASIBILITY STUDY SCOPING PROJECT
THIS AGREEMENT made and entered into in the City of Modesto, State of California, this ______ day of __________________, 2026, (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "CITY", and HDR Engineering, Inc., a Nebraska Corporation, hereinafter referred to as "CONSULTANT".

This AGREEMENT is made with regard to the following recitals:
a. City has determined that Engineering Services are necessary for the Flood Risk Reduction Feasibility Study Scoping Project.
b. CONSULTANT represents that it is qualified, willing 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), as of the Effective Date of this agreement. CONSULTANT shall diligently proceed with the preparation of the project and agrees to complete said preparation in a manner compatible with the standards of its profession. CONSULTANT shall produce a fully complete project that is acceptable to the CITY, which such acceptance will not be unreasonably withheld or delayed.

2. COMPENSATION.

CONSULTANT agrees to accept a sum not to exceed FIVE HUNDRED FORTY-SIX THOUSAND FIVE HUNDRED AND 00/100 DOLLARS ($546,500) (maximum compensation) as full remuneration for performing all services and furnishing all staffing and materials for CITY in accordance with Exhibit "A" attached hereto and for performance by CONSULTANT of all of its duties and obligations under this Agreement.

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.

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

CITY shall pay all undisputed amounts within 30 days following receipt of CONSULTANT’s invoice.

CITY shall pay CONSULTANT by Net 30 terms via CITY's ePay Program.

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

4. PERFORMANCE BY KEY EMPLOYEE.

CONSULTANT has represented to CITY that Eric Simmons will be the person primarily responsible for the performance of the services referred to in this AGREEMENT. CITY has entered into this AGREEMENT in reliance on that representation by CONSULTANT. CONSULTANT therefore agrees that ten percent (10%) or more of the time to be devoted to the project that is the subject of this AGREEMENT will be that of the above-named person.

5. 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. However, any modification or reuse of such documents by City for purposes other than those intended by this AGREEMENT shall be at City’s sole risk and without liability to Consultant. No reports shall be used by the CONSULTANT for purposes other than this AGREEMENT without the express prior written consent of CITY.

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

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. Any modification or reuse of such data or information by City for purposes other than those intended by this Agreement shall be at City’s sole risk and without liability to Consultant. Such #16..
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3 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.

6. 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.

7. 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.

8. AMENDMENTS.

This AGREEMENT, including the Exhibits attached hereto, may be amended only in 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.

9. INDEPENDENT CONTRACTOR.

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

CONSULTANT shall determine and control the method, details and means of performing the work and services to be provided by CONSULTANT under this AGREEMENT. CONSULTANT shall be responsible to CITY only for the requirements and results specified in this AGREEMENT, and, except as expressly provided in this AGREEMENT, shall not be subjected to CITY's control with respect to the physical action or activities of the CONSULTANT in fulfillment of this AGREEMENT. CONSULTANT is permitted to provide services to others during the same period service is provided to CITY under this AGREEMENT. If necessary, CONSULTANT has the responsibility for employing other persons or firms to assist CONSULTANT in fulfilling the terms and obligations under this AGREEMENT. #16..
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4 If in the performance of this AGREEMENT any third persons are employed by CONSULTANT, such persons shall be entirely and exclusively under the direction, supervision, and control of CONSULTANT.

All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by the CONSULTANT.

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

10. 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.

11. 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.

12. NOTICES.

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

FOR
CONSULTANT:

HDR Engineering, Inc.

Attention: Eric Simmons
1 Capital Mall, Suite 500
Sacramento, CA 95814
(916) 679-8700
[email protected]
#16..
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5 CITY: City of Modesto
Utilities Department
Attention: Timothy Barahona
1010 10th Street, Suite 4600
Modesto, CA 95354
(209) 577-5485
[email protected]

13. 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.

14. 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, but only after providing Consultant written notice of the default or breach and a period of 10 (ten) days to cure. The termination date shall be the effective date of the notice. For the purposes of this section, material breach of this AGREEMENT shall include, but not limited to, any of the following: failure to perform required services or duties, willful destruction of City's property by CONSULTANT, dishonesty or theft.

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

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

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

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

CITY will pay CONSULTANT an amount based on the percentage of satisfactory work completed in accordance with the notice or termination. The final payment to the CONSULTANT after termination for convenience shall be limited to amounts due and owing under the AGREEMENT at time of termination, including the following:

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

Authorization to Terminate Agreement
Termination of the AGREEMENT may be invoked by the City Manager, or his/her designee, subject to the right of the CONSULTANT to appeal the City Manager, or his/her designee's, decision to the City Council. The CONSULTANT shall appeal by notifying the City Clerk in writing within ten (10) calendar days of receipt of written notification from City of termination of the AGREEMENT. In the event that termination of this AGREEMENT is upheld by the City Council, any cessation of payment of delay claims, extended claims, Eichleay claims, or any other claims for delay shall be retroactive to the date of termination selected by the City Manager, or his/her designee. #16..
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7 15. 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, active 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, to the extent arising out of any negligent act or omission, or intentional misconduct 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 or active negligence of the CITY.

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

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

16. DISPUTE RESOLUTION.

Venue for all claims, controversies, or disputes arising out of, or relating to the formation of this AGREEMENT, or the breach, termination execution, enforcement, interpretation, or validity of this AGREEMENT, including the determination of the scope or applicability of this AGREEMENT provision shall be in the Superior Court of Stanislaus County or the United States District Court for the Eastern District of California.
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8 17. 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.

18. 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.

19. 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.

20. 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.

21. 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.

22. GOVERNING LAW.

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

23. HEADINGS NOT CONTROLLING.

Headings used in the AGREEMENT are for reference purposes only and shall not be considered in construing this AGREEMENT.
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9 24. 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.

25. BUSINESS LICENSE.

CONSULTANT will have a City of Modesto business license.

IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this AGREEMENT by its City Manager and attestation by its City Clerk under authority of Resolution No. ___________, adopted by the Council of the City of Modesto on the ______ day of ________________, ___________, and HDR Engineering, Inc. has caused this AGREEMENT to be duly executed as of the Effective Date.
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April 21, 2026

TECHNICAL PROPOSAL
Preparation of a Hydrologic and Hydraulic (H&H) Analysis of the Tuolumne River

EXHIBIT A
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hdrinc.com

CONTACT
Eric Simmons
Project Manager
[email protected]
279.245.6051
02 City of Modesto | Hydrologic and Hydraulic (H&H) Analysis of the Tuolumne River April 21, 2026
Timothy Barahona
Assistant Engineer Utilities Department
City of Modesto
1010 10th Street, 4th Floor
Modesto, CA 95354
RE: Preparation of a Hydrologic and Hydraulic (H&H) Analysis of the Tuolumne River (RFP/RFQ No. 2026-04) Dear Mr. Barahona:

A successful Tuolumne River feasibility study will give the City of Modesto (City) a clear, defensible technical foundation and a practical path to flood risk reduction— one that supports informed decisions, meaningful public input, and implementable next steps. The City’s intent is to evaluate existing conditions, identify mitigation alternatives, analyze feasibility, conduct community engagement, and recommend preferred mitigation actions, including protecting neighborhoods and critical City infrastructure such as the primary wastewater treatment plant. HDR Engineering, Inc. (HDR) is prepared to deliver that outcome with a team and approach built around rigorous model development, transparent documentation, and a feasibility study and implementation‑ready master plan that are ready to carry forward into coordination, funding, and implementation.

For this effort, Eric Simmons, CFM, will serve as Project Manager, leading coordination across disciplines and working closely with City staff to successfully deliver an implementable feasibility study on schedule and within budget. Chakri Malakpet, PE, BC WRE, will lead hydrology and hydraulics, including development and application of the H&H models to evaluate existing conditions and test mitigation alternatives. Joanna Leu, PE, will lead flood damage and economic analysis to support risk-reduction and benefit–cost considerations, and Renato Espinoza Torres, PE, will serve as engineering lead, verifying the recommended strategies are feasible and implementable.

Together, this team brings more than technical capability—it delivers tangible value to the City. By selecting HDR, the City gains a partner focused on producing defensible analysis, practical flood mitigation strategies, and a clear path toward implementation. Key benefits to the City include:
• A defensible, regulator-ready technical foundation shaped by FEMA expertise and deep familiarity with the Tuolumne River system HDR’s Project Manager, Eric Simmons, brings more than two decades of experience supporting FEMA Region 9, leading flood mapping and H&H studies across California. Combined with HDR’s direct experience developing and working with the FEMA-effective and State-supported models for the Tuolumne River, our team understands the assumptions, limitations, and regulatory expectations embedded within the system. This insight informs how we develop, calibrate, and document models—producing a transparent, defensible technical record that aligns with FEMA requirements and is positioned to support agency coordination, funding, and future design.
• A faster, more cost-effective path to feasible solutions by leveraging existing models and eliminating unnecessary rework HDR accelerates delivery by building from established FEMA and project-area hydraulic models rather than recreating baseline conditions—allowing the team to move efficiently into calibration, validation, and alternatives analysis. Our familiarity with these models enables us to quickly identify sensitivities, test mitigation strategies, and apply a structured, criteria-based evaluation framework to screen alternatives for hydraulic performance, regulatory impacts, cost-effectiveness, and constructability. By identifying fatal flaws early and focusing effort on viable options, the City benefits from reduced iteration, improved schedule certainty, and a clear path toward implementable solutions.

1. Cover Letter

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hdrinc.com 1 Capitol Mall, Suite 500, Sacramento, CA 95814 T 916.679.8700 F 279.499.5260 03 City of Modesto | Hydrologic and Hydraulic (H&H) Analysis of the Tuolumne River • Implementation-ready solutions that balance technical performance, regulatory requirements, and community priorities HDR translates technical analysis into actionable outcomes by coupling H&H modeling with benefit-cost analysis, regulatory pathway definition, and a clear implementation strategy. Our approach integrates CEQA/NEPA considerations, permitting requirements, and risk reduction benefits—including protection of critical infrastructure like the City’s wastewater treatment plant—while strengthening community alignment through locally grounded outreach led by Oakdale-based Imagen PR (Virginia Madueño). This ensures stakeholder input is meaningful, builds public trust, and helps advance a preferred alternative that is technically sound, publicly supported, and ready to move forward.

We appreciate the opportunity to support the City on this important effort. We are committed to providing responsive service, maintaining close coordination with City staff, and delivering a high-quality feasibility study that is technically sound, clearly documented, and positioned to support next-step decisions.

Sincerely,
HDR Engineering, Inc.

Elizabeth Mesbah, PE (CA) Eric Simmons, CFM
Vice President Project Manager

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04 City of Modesto | Hydrologic and Hydraulic (H&H) Analysis of the Tuolumne River

2. Project Team and Experience
HDR is a 100% employee-owned firm with more than a century of experience delivering solutions that support communities and protect natural resources. With more than 1,300 professionals based in California—including flood risk and river hydraulics engineers, FEMA floodplain and floodway specialists, benefit‑cost and risk analysts, and CEQA/NEPA practitioners—HDR brings deep local knowledge and technical expertise to projects where defensible feasibility analysis, regulatory compliance, and a clear path to funding and implementation must move forward together. We bring the experience and perspective needed to deliver resilient, lasting outcomes.

HDR brings strong technical expertise in H&H modeling and flood mitigation planning. Our team has in-depth experience working on complex river systems and uses industry-standard tools such as HEC-HMS, HEC-RAS, and FLO-2D to accurately simulate river conditions and floodplains. We prioritize rigorous model development, calibrating and validating models with real-world data to verify they reflect actual conditions. Using this foundation, our engineers evaluate a wide range of flood mitigation strategies through multi-criteria analysis and benefit-cost evaluation to identify solutions that are both effective and practical. We also support clients in navigating regulatory requirements, including FEMA floodplain mapping and environmental review processes under CEQA and NEPA, helping projects move forward efficiently and with full compliance. This approach delivers practical, defensible solutions that are ready for implementation and supported by interested parties.

HDR has delivered numerous flood risk management and resilience projects across California that align with the technical objectives of this effort. The examples to the right illustrate how HDR translates technical analysis into practical, implementable solutions that balance flood risk reduction, regulatory considerations, and long‑term resilience for communities facing riverine flooding challenges.

San Francisquito Creek Joint Powers Authority (SFCJPA) | SAFER Bay The SAFER Bay Project evaluated flood risk reduction approaches within a complex riverine and floodplain setting shaped by regulatory and environmental constraints. HDR led feasibility‑level planning by developing and comparing mitigation alternatives using H&H analyses to characterize system behavior, identify conveyance constraints, and assess floodplain dynamics that supported a successful $3,759,474 FEMA BRIC award. Early screening identified key feasibility “fatal flaws,” including floodway and permitting constraints, to refine alternatives and support selection of a practical preferred alternative. HDR coordinated with agencies and stakeholders to clearly convey technical findings and integrate them into decision‑making. The preferred plan advanced through 10% and 35% design across nine reaches, reducing FEMA floodplain exposure through coordinated delivery.

Napa County Flood Control & Water Conservation District (NCFCWCD) | Napa River/Napa Creek Flood Protection
The Napa River/Napa Creek Flood Protection Project is a multi‑phase riverine flood risk reduction program providing 100‑year protection while maintaining a natural river corridor. HDR supported NCFCWCD by re‑evaluating unfinished project elements through detailed H&H modeling, review of USACE technical memoranda, and updated feasibility and benefit‑cost analyses. This work identified design optimizations that preserved the authorized level of protection while reducing overall costs and strengthening the technical basis for funding decisions. HDR then advanced final design for constrained urban reaches, validating flood performance, refining alignments, and supporting phased implementation.

Zone 7 Water Agency | Flood Management Plan
The Zone7 Flood Management Plan is an ongoing system‑wide planning effort addressing flood risk across a 37‑mile flood protection system in the Livermore‑Amador Valley. The work evaluates system performance, defines problems and constraints, and assesses current and future risk influenced by urbanization, climate change, and aging infrastructure. HDR is supporting the effort through H&H modeling, floodplain analysis, and development of structural and non‑structural risk‑reduction alternatives. Alternatives are evaluated using a multi‑criteria framework considering feasibility, cost, and monetized and non‑monetized benefits, including impacts to life safety, economic damages, and critical infrastructure. The plan emphasizes comparing mitigation pathways and phasing preferred actions to guide future flood management decisions.

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PRINCIPAL-IN-CHARGE
Elizabeth Mesbah, PE
05 City of Modesto | Hydrologic and Hydraulic (H&H) Analysis of the Tuolumne River

HYDROLOGY &

HYDRAULICS
Chakri Malakpet, PE, BC WRE

FLOOD DAMAGE

ANALYSIS
Joanna Leu, PE 

ENGINEERING
Renato Espinoza Torres, PE

TECHNICAL LEADS

PROJECT MANAGER
Eric Simmons, CFM

SUPPORT SERVICES

QA/QC MANAGER
Nathan Pingel, PE, PMP, BC WRE
CIVIL
Daniel Teak, PE, ENV SP

WATER TREATMENT IMPACTS
Tracey Eden, PE

TRANSPORTATION
Henry Luu, PE

CEQA/NEPA
Ryan Heacock

CULTURAL/HAZMAT
James Mangold
Charlie O’Neill, PG, CEM

CONSTRUCTIBILITY
Jim Lorenzen, PE, CCM, QSD

ECONOMIC CONSEQUENCES
Jason Needham, PE

GIS/CADD
Andy Arnold

GRANT SUPPORT
Mat Olson
Joanna Leu, PE 

PUBLIC OUTREACH
Virginia Madueño1
Heleana Galvan

STAKEHOLDER COORDINATOR
Julian Hernandez

GRAPHIC DESIGNER
Susan Sugnet
ADA/508 COMPLIANCE
Adrienne Dobrowski
Key Personnel 1 Imagen, LLC
Key Personnel
Our team brings extensive experience in water resources, flood risk management, and H&H analysis, with a focus on delivering work that is both technically sound and practical to implement. Eric Simmons will serve as project manager, providing overall leadership, managing coordination across disciplines, and working closely with the City to keep the project aligned with priorities, schedule, and budget. His insider expertise with 20 years at FEMA will help position the City for future grants from mitigation programs like BRIC and HMGP. Eric will also support agency coordination and help confirm key decisions are informed and timely.

Chakri Malakpet will lead development and application of the H&H models. His work will include evaluating existing conditions, incorporating updated data and system characteristics, and simulating a range of flood scenarios to understand system performance and constraints. He will play a key role in testing and refining mitigation alternatives to support clear, data-driven comparisons.

Joanna Leu will lead flood damage and economic analyses. She will quantify potential impacts, support evaluation of risk reduction benefits, and contribute to benefit-cost considerations that help prioritize and compare alternatives—connecting technical modeling results to meaningful outcomes for the community.

Renato Espinoza Torres will serve as engineering lead, guiding how modeling results translate into feasible, implementable strategies. He will support development of alternatives, identify key design considerations, and help make sure recommended approaches are realistic from both engineering and permitting perspectives.

The following pages provide additional detail on each key team member’s experience and confirm their availability to support this project.

Local Subconsultant: Imagen PR
HDR is excited for the opportunity to once again work with Virginia Madueño of Imagen PR, an Oakdale-based community engagement firm. Her trusted relationships and local insight will help the City foster meaningful participation, build trust, and generate informed community input throughout the project.

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06 City of Modesto | Hydrologic and Hydraulic (H&H) Analysis of the Tuolumne River Designated Floodway Modernization
Owner: Central Valley Flood Protection Board (CVFPB)
Location: California’s Central Valley
Est. Completion Date: October 2027 (Commitment: 10%)
Project Description: The CVFPB has tasked HDR with updating Designated Floodways using new topographic data and HEC-RAS hydraulic modeling developed through the Central Valley Floodplain Evaluation and Delineation (CVFED) program. Designated Floodways define the channel and adjacent floodplain areas required to safely convey the design flood, as reflected by adopted encroachment boundaries. This effort supports the State’s broader goal of reducing catastrophic flood risk while balancing environmental and habitat considerations. The work includes refinement of hydraulic models, evaluation of flood conveyance, and development of updated regulatory floodway boundaries.

Owner’s Client Representative: Greg Harvey, CVFPB Manager, 3310 El Camino Ave., Ste 170, Sacramento, CA 95821, 916.820.7503 Responsibilities: Eric serves as the technical lead, providing direct oversight of technical execution, schedule, and quality assurance.

His role includes coordinating multidisciplinary teams, reviewing updated hydraulic modeling results and summary reports, and guiding development of consistent technical approaches and documentation to support regulatory adoption.

Firm: HDR Engineering, Inc.

RELEVANT PROJECT EXPERIENCE
Eric Simmons, CFM
Project Manager

FIRM NAME
HDR

EDUCATION
Master of Science, Civil Engineering, University of Maryland Bachelor of Science, Civil Engineering, University of Maryland

INDUSTRY TENURE
32 Years

HDR TENURE
1 Year

AVAILABILITY
75%
Eric will serve as Project Manager and oversee aspects of the work. With more than 30 years of experience in water resources, he brings deep expertise in hydrologic and hydraulic modeling, floodplain analysis, and regulatory flood mapping. His background spans riverine, coastal, and alluvial fan systems, with a consistent focus on guiding studies from initial scoping through final delivery.

Eric has supported FEMA Region 9 for over two decades, leading flood map updates and technical studies across California and the western United States. His work requires close coordination with local jurisdictions, state agencies, and federal partners to confirm that technical analyses align with regulatory requirements, permitting considerations, and long-term planning goals. He has also led multidisciplinary teams and worked with Cooperating Technical Partners to efficiently advance complex studies.

In addition to FEMA efforts, Eric has supported the California Department of Water Resources (DWR) and numerous
municipalities and utilities. He is known for translating complex technical analyses into clear, actionable outcomes and
maintaining strong coordination across teams. His approach emphasizes consistency, transparency, and delivering results that agencies can implement.

Stanislaus County Flood Insurance Rate
Map (FIRM) Update
Owner: Federal Emergency Management Agency Region 9 (FEMA) Location: Stanislaus County, California
Completion Date: August 2021
Project Description: Eric worked for over a decade with local officials, DWR, and consultants to update Stanislaus County’s Flood Insurance Study and FIRM following a request for improved flood hazard data.

The project included updated hydrologic and hydraulic modeling for approximately 16 miles of the Tuolumne River and 8 miles of Dry Creek, along with integration of refined modeling for approximately 30 miles of the San Joaquin River. The mapping effort supported FEMA’s nationwide initiative to improve flood risk awareness and reduce potential damages to structures and infrastructure.

Owner’s Client Representative: David Leamon, Director of Public Works for Stanislaus County, 1716 Morgan Road, Modesto, CA 95358, 209.525.4151
Responsibilities: Eric led project management and coordinated closely with local agencies, connecting technical analyses with community priorities. He oversaw quality control of hydraulic models, floodplain mapping, and study documentation, and supported development of outreach materials to help agencies communicate updated flood risks to the public.

Firm: FEMA Region 9

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07 City of Modesto | Hydrologic and Hydraulic (H&H) Analysis of the Tuolumne River Honolulu Drainage Master Plan
Owner: Federal Emergency Management Agency Region 9 (FEMA) Location: City and County of Honolulu, Hawaii
Completion Date: August 2024
Project Description: FEMA worked with local officials and its consultant to develop risk mitigation options for the built environment to flood hazards in the Mapunapuna area following county request. The first step was to better understand flooding resulting in a map showing flood risk issues to local officials. The master plan also provided locally adopted scoring criteria to prioritize opportunities, feasible flood resilience alternatives, and detailed benefit-cost analyses (BCAs) for the alternatives.

To make the planning recommendations implementable, BCAs followed FEMA grant application requirements. Mitigation alternatives were further prioritized by evaluating scoring criteria in a prioritization tool. This direct technical assistance occurred in parallel with an update to Honolulu’s flood map going effective June 2026.

Owner’s Client Representative: Xing Liu, Floodplain Management Branch Chief, FEMA Region 9, 1111 Broadway, Ste 1200, Oakland, CA 94607, 510.627.7267 (work) or 510.612.5601 (cell)
Responsibilities: Eric managed project tasks and coordinated with local agencies throughout the study. He supported development and evaluation of mitigation alternatives, including benefit-cost analyses, and helped guide prioritization of strategies that could move forward into implementation and funding.

Firm: FEMA Region 9
Post-Disaster Recovery Mapping for Santa
Barbara County
Owner: Federal Emergency Management Agency Region 9 (FEMA) Location: Santa Barbara County, California
Est. Completion Date: June 2026 (Commitment: N/A)
Project Description: Following the January 9, 2018 debris flow disaster in Santa Barbara County, recovery mapping was developed in less than three months and adopted by the County as interim special hazard areas.

These recovery maps reflected flood impacts associated with the Thomas Fire and established higher flood elevations for new construction to enhance public safety. During the subsequent phase, FEMA acquired new topographic data and conducted updated flood hazard analyses, resulting in revised flood maps and a flood study report becoming effective in June 2026. Concurrently, Santa Barbara County secured a FEMA mitigation grant and constructed a new basin to increase detention capacity within a heavily impacted floodplain.

Owner’s Client Representative: Jon Frye, Engineering Manager (retired), Santa Barbara County Flood Control District, 130 E Victoria St, Santa Barbara, CA 93101, 805.252.9072
Responsibilities: Eric led mitigation support and managed the overall effort, overseeing the development of updated mapping and coordination with FEMA. He maintained regular communication with local officials throughout the study process and delivered four public workshop presentations to inform residents about risk factors and mitigation measures. Eric led project management, public outreach, and coordination with local agencies, with technical analyses reflecting community priorities and regulatory requirements.

Firm: FEMA Region 9
ERIC SIMMONS, CFM (Continued)
Flood Map Change Outreach in Placer
County
Owner: Federal Emergency Management Agency Region 9 (FEMA) Location: Placer County, California
Completion Date: April 2025
Project Description: Over 160 miles of new or updated flood hazard mapping were developed in Placer County through four Cooperating Technical Partner agreements. The effort included an appeal and comment period ending in April 2025, supported by community workshops held in January 2025. These workshops provided an opportunity to explain why hazard maps require updates, outline proposed changes, and communicate how revised flood zones affect property owners. The updated flood maps and accompanying study report are scheduled to become effective in winter 2026.

Owner’s Client Representative: Mary Keller, PE, CFM, QSD, Stormwater and Floodplain Programs, Placer County Department of Public Works, 3091 County Center Drive, Ste. 220, Auburn, CA 95603, 530.745.7503 Responsibilities: Eric supported local workshops and engaged directly with community members to address questions during the appeal and comment period. He presented on the need for updated hazard mapping, the implications of proposed changes, and the relationship between floodplain mapping and flood insurance requirements. He also provided support to local officials and contributed to public presentations, helping verify stakeholders understood both technical findings and regulatory impacts.

Firm: FEMA Region 9

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08 City of Modesto | Hydrologic and Hydraulic (H&H) Analysis of the Tuolumne River Designated Floodway Modernization
Owner: Central Valley Flood Protection Board (CVFPB)
Location: California’s Central Valley
Est. Completion Date: October 2027 (Commitment: 10%)
Project Description: The CVFPB has tasked HDR with updating Designated Floodways using new topographic data and HEC-RAS hydraulic modeling developed through the Central Valley Floodplain Evaluation and Delineation (CVFED) program. Designated Floodways define the channel and adjacent floodplain areas required to safely convey the design flood, as reflected by adopted encroachment boundaries. This effort supports the State’s broader goal of reducing catastrophic flood risk while balancing environmental and habitat considerations. The work includes refinement of hydraulic models, evaluation of flood conveyance, and development of updated regulatory floodway boundaries.

Owner’s Client Representative: Greg Harvey, CVFPB Manager, 3310 El Camino Ave., Ste 170, Sacramento, CA 95821, 916.820.7503 Responsibilities: Chakri is a technical advisor, providing subject matter expertise on hydrology, climate change considerations, and hydraulic modeling approaches used to support the update of Designated Floodways. He has contributed to the refinement of HEC-RAS models, evaluation of flood conveyance capacity, and interpretation of results to inform updated regulatory floodway boundaries. Chakri’s role includes advising on methodology, reviewing technical analyses, and supporting the integration of new

RELEVANT PROJECT EXPERIENCE
Chakri Malakpet, PE, BC WRE
Hydrology and Hydraulics
Chakri will lead hydrology and hydraulics for the project, bringing 18 years of experience in water resources. As Hydrology Section Leader, he oversees model development for a range of California clients, with a focus on producing work that supports planning and decision-making.

His background includes watershed hydrology, river and
floodplain hydraulics, estuarine systems, and water operations, along with water quality and water rights modeling. He
has contributed to large statewide efforts such as the
Delta Conveyance and Sites Reservoir projects, giving him a strong understanding of Central Valley systems and
operational considerations.

Chakri has worked with agencies including DWR, USACE
Sacramento and San Francisco Districts, Turlock Irrigation District, and Merced County. He has strong experience delivering work that meets agency expectations and reflects local priorities. His approach is based on setting up the work clearly from the start and delivering results that are easy to follow and apply. topographic data and evolving climate inputs into the modeling framework, consistent with State flood risk reduction objectives.

Firm: HDR Engineering, Inc.

CRFM Mapping Pilot Project
Owner: DWR
Location: California
Completion Date: October 2024
Project Description: Climate change is expected to increase the intensity, magnitude, and frequency of extreme rainfall events, further elevating flood risk across California. Rising temperatures and shifting precipitation patterns are projected to reduce Sierra Nevada snowpack, increase runoff, and place additional strain on reservoirs and existing flood management systems. In response, DWR advanced a pilot study, funded through a FEMA Cooperating Technical Partners grant, to develop a climate-informed flood inundation modeling approach. HDR supported implementation for the Tuolumne River watershed, integrating climate projections, hydrologic analysis, reservoir operations (HEC-ResSim), and hydraulic modeling and floodplain mapping (HEC-RAS, GIS). The effort included development of a model integration framework and inundation maps across multiple future scenarios. HDR also coordinated with regional agencies and facilitated workshops to support understanding and application of results for flood risk management and planning.

FIRM NAME
HDR

EDUCATION
Master of Science, Civil Engineering, University of Louisiana at Lafayette
Bachelor of Science, Civil Engineering, Osmania University

REGISTRATIONS
Professional Civil Engineer, California, No. 82794
Board-Certified Water Resources Engineer, 00812

INDUSTRY TENURE
18 Years

HDR TENURE
5 Years

AVAILABILITY
20%

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09 City of Modesto | Hydrologic and Hydraulic (H&H) Analysis of the Tuolumne River Owner’s Client Representative: MD Haque, 15 P Street, Sacramento, CA 95814, 916.574.1428, [email protected]
Responsibilities: Chakri served as the Hydrology Lead, responsible for developing systemwide hydrology to support calibration and validation of the San Joaquin River hydraulic model. He led analysis of recent flood events, including development of inflow hydrographs using gage data, hydrologic modeling, and observed high water marks. His work supported calibration of the HEC-RAS model to accurately represent flood behavior across the river system and tributaries.

Firm: HDR Engineering, Inc.

Central Valley Flood Protection Plan
(CVFPP)
Owner: DWR
Location: California
Est. Completion Date: December 2027 (Commitment: 50%)
Project Description: The CVFPP is the State of California’s strategic framework for managing flood risk across the Sacramento and San Joaquin River basins. The effort includes development of regulated flow-frequency functions at approximately 200 locations, simulation of reservoir operations, and hydraulic routing through more than 1,500 miles of leveed channels. The study evaluates flood behavior under existing and future conditions and includes systemwide floodplain mapping and risk assessment. Analyses quantify economic damages, life-safety risk, and system vulnerabilities, and support evaluation of structural and nonstructural alternatives, including flood warning systems and emergency response improvements. HDR supported DWR on the 2012 CVFPP, and has since led the 2017, 2022, and 2027 updates, leading hydrologic, hydraulic, and risk assessments using CVHS and CVFED models. HDR also supported climate-adjusted analyses, technical documentation, and public engagement. Notably, the 2022 update incorporated equity considerations, with HDR evaluating how project benefits are distributed across disadvantaged communities and supporting coordination with USACE to align state and federal strategies.

Owner’s Client Representative: Chong Vang, DWR, 3464 El Camino Ave, Suite 200, Sacramento, CA 95821, 916.639.4499
Responsibilities: For the 2022 CVFPP Update, Chakri served as Technical Lead, overseeing modeling teams responsible for reservoir operations, systemwide hydraulics, and flood risk assessments. He guided the execution of technical analyses supporting evaluation of flood behavior, system performance, and risk across the Central Valley.

For the 2027 CVFPP Update, Chakri is the Project Manager and Technical Lead, directing overall project execution and leading coordination across hydrologic, hydraulic, and risk assessment teams. His responsibilities include managing scope, schedule, and technical delivery, while providing leadership on modeling approaches, integration of climate-adjusted analyses, and development of results to support statewide flood risk management planning and decision-making.

Firm: HDR Engineering, Inc.

CHAKRI MALAKPET, PE BC WRE (Continued)
Owner’s Client Representative: Romain Maendly, 715 P Street, Sacramento, CA 95814, 916.651.9274, [email protected] Responsibilities: Chakri served as Project Manager and Technical Lead, overseeing execution and guiding development of climateinformed hydrologic and hydraulic models for the Tuolumne River watershed. He led integration of climate projections with watershed hydrology, reservoir operations (HEC-ResSim), and hydraulic and floodplain analysis (HEC-RAS, GIS). His responsibilities included team management, coordination with state and regional agencies, and development of a model integration framework to assess future flood scenarios.

Firm: HDR Engineering, Inc.

CVFED 2.0
Owner: DWR
Location: California
Completion Date: December 2025
Project Description: For the CVFED 2.0 project, HDR/GEI updated the DWR San Joaquin River Systemwide Hydraulic Model using HEC-RAS. The model includes approximately 220 miles of the San Joaquin River (from Friant Dam to Stockton) and nearly 50 tributaries, representing about 990 miles of stream system. The team updated model elevations using new LiDAR data to account for land subsidence and other topographic changes since the original 2008 dataset, and expanded model coverage by extending major tributaries by approximately 365 miles. The effort also included converting legacy 1D storage areas to 2D floodplain representation to improve simulation of overbank flows. The model was calibrated using 2017 flood event data, including gage records, hydrologic analyses, and high water marks, and was used to simulate 100-, 200-, and 500-year flood events. The updated model provides improved representation of floodplain processes and supports more reliable regional flood risk analysis and planning.

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10 City of Modesto | Hydrologic and Hydraulic (H&H) Analysis of the Tuolumne River Flood Management Plan
Owner: Zone 7 Water Agency
Location: Alameda County
Est. Completion Date: January 2027 (Commitment: 25%)
Project Description: Zone 7 Water Agency manages a 37-mile flood protection system in the Livermore-Amador Valley. In recent years, minor flood events have caused widespread damage, including channel erosion and sedimentation, resulting in costly repairs. Key challenges include urbanization, population growth, climate change, aging infrastructure, and evolving environmental regulations. To address these issues, Zone 7 is developing a Flood Management Plan (FMP) to evaluate existing system performance, define problems and constraints, and assess flood risk under current and future conditions. The FMP includes hydrologic and hydraulic modeling, floodplain analysis, and development of risk-reduction alternatives informed by stakeholder input. Alternatives are evaluated using a multi-criteria decision-making framework that considers cost, feasibility, and both monetized and non-monetized benefits.

Owner’s Client Representative: Valerie Pryor, General Manager, Zone 7 Water Agency, 100 North Canyons Parkway, Livermore, CA 94551, 925.454.5000
Responsibilities: Joanna serves as technical lead, directing systemwide flood risk assessment including hydrologic and hydraulic modeling, climate change analysis, and infrastructure inventory development. She leads development and evaluation of

RELEVANT PROJECT EXPERIENCE
Joanna Leu, PE
Flood Damage Analysis
Joanna will lead flood damage and risk analysis for the project.

She brings 30 years of experience in water resources, including more than two decades with HDR, and focuses on evaluating flood impacts to support planning, funding, and implementation decisions. She is a licensed California Civil Engineer and has extensive experience with modeling tools including HEC-RAS, FEMA BCA Toolkit, HEC-HMS, HEC-FDA, LifeSim, FLO-2D, HECResSim, and HEC-DSS.

Her work includes dam breach and flood consequence analysis, economic damage assessments, flow frequency development, and evaluation of changing hydrologic conditions. She has supported major statewide efforts such as the Central Valley Flood Protection Plan and the Central Valley Floodplain Evaluation and Delineation program, contributing to development and review of systemwide technical analyses used for long-term planning.

Joanna has worked with agencies including DWR, Sacramento Area Flood Control Agency (SAFCA), Yuba Water Agency, and the U.S. Army Corps of Engineers (USACE). She is known for clearly communicating complex technical results so they can be directly used to support decisions on project prioritization, funding, and implementation.
risk-reduction alternatives based on impacts to life safety, economic damages, and critical infrastructure, and works closely with agency leadership to support decision-making and plan development.

Firm: HDR Engineering, Inc.

Central Valley Flood Protection Plan (CVFPP)
Owner: DWR
Location: California
Est. Completion Date: December 2027 (Commitment: 25%)
Project Description: The CVFPP is the State of California’s strategic framework for managing flood risk across the Sacramento and San Joaquin River basins. The effort includes development of regulated flow-frequency functions at approximately 200 locations, simulation of reservoir operations, and hydraulic routing through more than 1,500 miles of leveed channels. The study evaluates flood behavior under existing and future conditions and includes systemwide floodplain mapping and risk assessment. Analyses quantify economic damages, life-safety risk, and system vulnerabilities, and support evaluation of structural and nonstructural alternatives, including flood warning systems and emergency response improvements. HDR supported DWR on the 2012 CVFPP, and has since led the 2017, 2022, and 2027 updates, leading hydrologic, hydraulic, and risk assessments using CVHS and CVFED models. HDR also supported climate-adjusted analyses, technical documentation, and public engagement. Notably, the 2022 update incorporated equity considerations, with HDR

FIRM NAME
HDR

EDUCATION
Master of Science, Environmental Engineering, University of California, Davis Bachelor of Science, Civil and Environmental Engineering, University of California, Davis

REGISTRATIONS
Professional Civil Engineer, California, No. 93886

TRAINING
DLS-108 Estimating Loss of Life from Flooding
Prospect 209 Flood Damage Assessment using HEC-FDA
DoD CUI

INDUSTRY TENURE
30 Years

HDR TENURE
26 Years

AVAILABILITY
20%

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11 City of Modesto | Hydrologic and Hydraulic (H&H) Analysis of the Tuolumne River team. Joanna’s duties include collaborative planning and integrated implementation of multi-benefit project concepts across flood risk reduction, habitat restoration, water quality, water supply, agricultural sustainability, and regional economic development.

She is also supporting the non-federal sponsor in plan formulation, technical analyses, which include addressing future changes in weather patterns, hydrologic and hydraulic analyses of future without-project and with-project conditions, computing expected annual damages, potential life loss, and other social effects, taking into account socioeconomic data within the study area.

Firm: HDR Engineering, Inc.

Grant Writing and Benefit-Cost Analyses to
Support FEMA Grant Funding
Owner: Multiple agencies
Location: California
Est. Completion Date: December 2030 (Commitment: 5%)
Project Description: Receipt of grant funding for flood risk management projects is critical for agencies to implement improvements. FEMA’s Hazard Mitigation Assistance (HMA) programs support projects that reduce long-term risk to people, property, and infrastructure. This work involves evaluating existing flood risk conditions and quantifying the benefits of proposed mitigation measures using hydrologic and hydraulic data, floodplain mapping, and exposure information. Benefit-cost analyses are performed using FEMA’s Benefit-Cost Analysis (BCA) Toolkit to demonstrate project feasibility and cost-effectiveness. The effort supports development of competitive grant applications that clearly communicate flood risk reduction benefits and implementation readiness.

Owner’s Client Representative: John James, Director of Resource Planning, Yuba Water Agency, 1220 F St, Marysville, CA 95901, 530.632.0765
Responsibilities: Joanna has served as project manager and senior technical advisor supporting multiple clients in securing FEMA HMGP, BRIC, and FMA grant funding. She has coordinated with local flood agencies—including Yuba Water Agency, SAFCA, and Yolo, Yuba, and Sutter‑Butte agencies—to assess existing and with‑improvement flood risk by compiling hydraulic, levee performance, floodplain, and exposure data. Joanna led benefit‑cost analyses using FEMA’s BCA Toolkit and developed successful grant application language for agency projects. She also coordinated with the California Office of Emergency Services to address technical questions and support FEMA review of grant applications.

Firm: HDR Engineering, Inc.

Paradise Cut Bypass Expansion and MultiBenefit Project Feasibility Study Owner: San Joaquin Area Flood Control Agency (SJAFCA)
Location: San Joaquin County: San Joaquin River/Paradise Cut Est. Completion Date: January 2027 (Commitment: 10%)
Project Description: This project evaluates improvements to the Paradise Cut system to enhance flood risk reduction, ecosystem function, and system resilience in San Joaquin County. HDR facilitated a planning charrette with the client and stakeholders to identify and screen potential management actions and develop a preliminary range of alternatives.

Concept-level alternatives include setback levees, new weirs, bridge and culvert modifications, and habitat restoration along a six-mile corridor. Hydrologic and hydraulic analyses are used to evaluate system performance and compare alternatives based on flood risk reduction, feasibility, and overall benefits. The study supports selection of a preferred alternative and development of conceptual designs and cost estimates.

Owner’s Client Representative: Glen Prasad, Deputy Executive Director, 2800 W March Lane, Suite 200, Stockton, CA 95219, 350.333.1141 ext.3000
Responsibilities: Joanna is serving as technical lead for evaluating project alternative benefits and costs. Flood risk management benefits of three project alternatives are being quantified using USACE software HEC-FDA for a without-project condition and with-project conditions. Project benefits are being estimated as the change in expected annual damage between with-project and without-project conditions at two points in time, existing and future.

Firm: HDR Engineering, Inc.

JOANNA LEU, PE (Continued)
evaluating how project benefits are distributed across disadvantaged communities and supporting coordination with USACE to align state and federal strategies.

Owner’s Client Representative: Chong Vang, DWR, 3464 El Camino Ave, Suite 200, Sacramento, CA 95821, 916.639.4499 Responsibilities: Joanna is the technical lead for multiple CVFPP efforts, leading systemwide hydrologic, hydraulic, and flood risk analyses under existing and future conditions. Her role integrates levee performance, breach modeling, floodplain mapping, and consequence analysis, including economic damages and life-safety risk, to support statewide planning and investment decisions.

Firm: HDR Engineering, Inc.

Yolo Bypass Comprehensive Study
Owner: Sacramento Area Flood Control Agency (SAFCA)
Location: Sacramento River Basin
Est. Completion Date: June 2027 (Commitment: 15%)
Project Description: The Yolo Bypass Comprehensive Study, led in coordination with the USACE, is evaluating a range of water resource management challenges and developing alternatives to support comprehensive management of the Yolo Bypass system.

The study includes hydrologic and hydraulic analyses to evaluate system performance under existing and future conditions, including changing hydrologic patterns. In addition to traditional flood risk reduction benefits, the team is evaluating broader system objectives such as long-term resiliency, agricultural impacts, habitat improvements, and multi-benefit project opportunities.

Alternatives are being developed and assessed based on technical feasibility, flood risk reduction, environmental benefits, and overall system performance.

Owner’s Client Representative: Melanie Saucier, Director of Planning, 1325 J Street, Suite 1700, Sacramento, CA 95814, 916.874.7606
Responsibilities: Joanna is the project manager and technical liaison between SAFCA, other non-federal sponsors, and the USACE

EXHIBIT A
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12 City of Modesto | Hydrologic and Hydraulic (H&H) Analysis of the Tuolumne River Lower San Joaquin River Basin Floodplain
Hydraulic Modeling
Owner: DWR
Location: California Central Valley
Completion Date: December 2014
Project Description: HDR developed integrated riverine and overland flow hydraulic models to support floodplain analysis in the lower San Joaquin River basin. The effort built upon previously developed unsteady riverine and overland flow models to improve representation of floodplain processes and system interactions.

The models include detailed representation of channels, floodplain storage areas, and hydraulic structures, and were used to evaluate flood behavior and inundation under various flow conditions.

Updated documentation was prepared to describe model
development, assumptions, and results to support ongoing flood risk assessments and future modeling applications.

Owner’s Client Representative: Yiguo Liang, DWR Project Manager at the time of this work, currently with the CVFPB, 3310 El Camino Ave Ste. 170, Sacramento, CA 95821, 916.820.7591, Yiguo.

[email protected]
Responsibilities: Renato served as the lead modeler in the development of an unsteady HEC-RAS hydraulic model. The detailed model covered the lower San Joaquin River basin and 14 tributary

RELEVANT PROJECT EXPERIENCE
Renato Espinoza Torres, PE
Engineering
Renato will serve as engineering lead for hydrology and hydraulics on the project. With 19 years of experience in water resources engineering, he focuses on municipal infrastructure, flood risk reduction, and stormwater systems. Based in HDR’s Sacramento office, he has supported projects across California from planninglevel studies through final design.

His experience includes watershed hydrology, 1D and 2D hydraulic modeling, reservoir operations, floodplain mapping, erosion control, and preparation of design deliverables such as plans, specifications, and cost estimates. He regularly uses tools including HEC-RAS, HEC-HMS, HEC-ResSim, TuFlow, and ArcGIS.

Renato has supported work for DWR, USACE, regional flood control districts, and local municipalities. He understands what agencies look for during review and keeps work progressing by focusing on what can be built and implemented. His role is to carry analysis through into design-ready solutions that can move forward.
streams (including the Tuolumne River and Dry Creek) with cross sections, lateral structures, bridges, inline structures, culverts, and floodplain storage areas. He also developed the documentation to summarize model construction process and the modeling results.

Firm: HDR Engineering, Inc.

CVFED System-Wide Hydraulic Routing
Model
Owner: DWR
Location: California Central Valley
Completion Date: April 2015
Project Description: HDR supported DWR floodplain management efforts under the Central Valley Floodplain Evaluation and Delineation (CVFED) program by developing a systemwide hydraulic routing model for the San Joaquin River basin. The work integrated previously developed hydraulic models and available datasets into a comprehensive modeling framework. The model includes both 1D and 2D hydraulic components representing river channels and floodplain areas and supports evaluation of floodplain extents, flow routing, and system performance under a range of hydrologic conditions. The model provides a foundation for regional flood risk analysis and planning.

FIRM NAME
HDR

EDUCATION
Bachelor of Science, Civil and Environmental Engineering, California State University, Sacramento

REGISTRATIONS
Professional Civil Engineer, California, No. 83215

INDUSTRY TENURE
19 Years

HDR TENURE
19 Years

AVAILABILITY
20%

EXHIBIT A
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13 City of Modesto | Hydrologic and Hydraulic (H&H) Analysis of the Tuolumne River (including the Tuolumne River and Dry Creek). He and his team evaluated Central Valley Flood Protection Plan updates to the Tuolumne River hydrology, including climate change impacts. Renato led the adaptation of the CVFED 2.0 Hydraulics Model to isolate the Tuolumne River and Dry Creek, and performed simulations to compare current flooding patterns with the CVFPB Designated Floodway delineation.

Firm: HDR Engineering, Inc.

American River Mitigation Site (ARMS)
Owner: United States Army Corps of Engineers
Location: California
Est. Completion Date: May 2027 (Commitment: 15%)
Project Description: The American River Mitigation Site (ARMS) project supports habitat mitigation requirements associated with erosion protection improvements along the American River. The project includes design and evaluation of channel stabilization and habitat features, such as vegetated benches and incorporation of woody material, to reduce erosion and improve river function.

Hydrologic, hydraulic, and sediment transport analyses are used to evaluate flow conditions, erosion potential, and sediment dynamics to inform design. The project integrates flood risk considerations with habitat objectives to support a stable and sustainable mitigation site.

Owner’s Client Representative: Sabrina Johnston, USACE Project Manager, 1325 J Street, Room 1640, Sacramento, CA 95814, 916.938.3705, [email protected]
Responsibilities: Renato served as the lead for hydrology, hydraulics, erosion, and sediment transport for the ARMS habitat mitigation project. In this role, he guided the technical analyses and design approaches used to evaluate flow conditions, erosion potential, and sediment dynamics to inform mitigation site design.

Renato also supported the broader ARCF project by contributing to the design of multiple erosion prevention measures along the American River, applying his expertise to help establish the effectiveness and durability of the implemented features.

Firm: HDR Engineering, Inc.

Urrutia Habitat Improvement
Owner: Sacramento Area Flood Control Agency
Location: California
Completion Date: November 2022
Project Description: HDR developed preliminary design and documentation for the Lower American River Urrutia Habitat Improvement Project, which restores approximately 130 acres of habitat while supporting floodplain function. The project includes hydrologic and hydraulic analyses to evaluate flow conditions, floodplain connectivity, and tidal influences near the confluence of the Lower American and Sacramento Rivers. Multiple alternatives were developed and evaluated to inform design of channel and floodplain features that balance habitat and flood management objectives. The effort included coordination with regulatory agencies and stakeholders to support design, permitting, and implementation.

Owner’s Client Representative: Melanie Saucier, SAFCA
Project Manager, 1325 J Street, Ste. 1700, Sacramento, CA 95814, 916.874.7606, [email protected]
Responsibilities: Renato led the development of the 10‑ and 35‑percent plans and the Design Documentation Report for the Lower American River Urrutia Habitat Improvement Project, which restores and naturalizes a privately owned site to create 130 acres of habitat for juvenile salmonids, yellow‑billed cuckoo, and valley elderberry longhorn beetle. He led the evaluation of five project alternatives, coordinated the Project Delivery Team’s efforts with regulatory and stakeholder agencies, and directed the hydrologic and hydraulic analyses, including flow frequency evaluations and 2D hydraulic modeling, to inform project design.

Firm: HDR Engineering, Inc.

RENATO ESPINOZA TORRES, PE (Continued)
Owner’s Client Representative: Yiguo Liang, DWR Project Manager at the time of this work, currently with the CVFPB, 3310 El Camino Ave #170, Sacramento, CA 95821, 916.820.7591, Yiguo.

[email protected]
Responsibilities: Renato was the lead modeler in the development of a system-wide unsteady HEC-RAS hydraulic model for the entire San Joaquin River basin (including the Tuolumne River and Dry Creek). Renato and his team built on the Task Order 25 model to include additional reaches and floodplain areas, including 225 square miles of HEC-RAS 2D components. The HEC-RAS 2D modeling areas included varying mesh cell sizes for detailed floodplain hydraulics modeling, 2D area connections, 2D breaklines, and connections between 1D/2D components.

Firm: HDR Engineering, Inc.

Designated Floodway Modernization
Owner: Central Valley Flood Protection Board (CVFPB)
Location: California’s Central Valley
Est. Completion Date: October 2027 (Commitment: 10%)
Project Description: The CVFPB has tasked HDR with updating Designated Floodways using new topographic data and HEC-RAS hydraulic modeling developed through the Central Valley Floodplain Evaluation and Delineation (CVFED) program. Designated Floodways define the channel and adjacent floodplain areas required to safely convey the design flood, as reflected by adopted encroachment boundaries. This effort supports the State’s broader goal of reducing catastrophic flood risk while balancing environmental and habitat considerations. The work includes refinement of hydraulic models, evaluation of flood conveyance, and development of updated regulatory floodway boundaries.

Owner’s Client Representative: Greg Harvey, CVFPB Manager, 3310 El Camino Ave., Ste 170, Sacramento, CA 95821, 916.820.7503 Responsibilities: Renato is the technical lead and project manager in the review, analysis, and update of six Designated Floodways

EXHIBIT A
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14 City of Modesto | Hydrologic and Hydraulic (H&H) Analysis of the Tuolumne River

3. Scope of Services
Project Understanding and Technical
Approach Overview
The Tuolumne River flood risk evaluation and mitigation planning study will inform funding decisions, regulatory coordination, and future project implementation. HDR understands the City’s desired outcome is documentation at a feasibility and planning level that is consistent with FEMA guidelines. This documentation will support identification, screening, and advancement of practicable flood mitigation alternatives.

HDR brings a unique advantage to this feasibility study: we developed the FEMA‑effective Flood Insurance Study and mapping for the Tuolumne River and led development of the most current State‑supported hydraulic models (CVFED and CVFED 2.0) for both the Tuolumne River and Dry Creek. This continuity allows HDR to begin work immediately using adopted, defensible models— reducing duplication, minimizing verification effort, and accelerating delivery of grant‑ready documentation consistent with FEMA and State requirements.

HDR will establish a clear, defensible technical record that can be carried forward into agency coordination and grant applications.

Our approach is organized to: (1) confirm and document existing conditions; (2) apply a transparent, model-supported screening process to identify practicable alternatives and reduce potential adverse regulatory impacts; and (3) translate the preferred alternative(s) into planning level technical documentation suitable for stakeholder communication and follow up analyses.

HDR proposes a staged technical approach that starts with documented baseline conditions, advances alternatives through model-supported screening and evaluation, and produces
deliverables appropriate for planning and decision making. To promote efficiency and consistency, HDR will leverage available City provided information and prior study products where appropriate.

HDR will maintain clear documentation of data sources, model changes, and review milestones. HDR anticipates up to two City technical review cycles for Task 2 deliverables, one draft review and one final comment reconciliation. Meetings will be coordinated as needed to resolve comments efficiently. If City-provided or third-party data (including DWR models or information on ongoing construction projects) are delayed or incomplete, HDR will document the data status. HDR will confirm with City staff prior to incorporation.

Scope of Work
Task 1 – Data Acquisition and Analysis
HDR will collect, evaluate, and leverage existing data and tools to achieve the Tuolumne River Feasibility Study project objectives. Our familiarity with this data allows HDR to efficiently transition to Tasks 2, 3, and 4, saving time and money.

Task 1.1 Obtain and Review Studies and Reports
HDR will collect and review work that has already been completed in the preparation of the sub-application for the grant. HDR will also collect additional data and information available that may be of assistance in the development of feasibility study (FS) alternatives, alternative analyses, selection of a preferred alternative, and development of a recommended plan. Data acquisition may include locating above and belowground utilities, readily available lidar mapping, and public domain GIS datasets pertinent to the project (if publicly available or available from owners).

Through previous projects, HDR has already collected most of the data relevant to the project. These datasets are listed in the following tasks.

Task 1.2 Obtain and Review Regulatory Information
HDR will identify and review applicable environmental regulations and policy frameworks relevant to flood mitigation planning along the Tuolumne River. This task will emphasize early identification of regulatory requirements, constraints, and opportunities to inform hydrologic and hydraulic analyses, alternatives development, and master plan recommendations.

Regulatory review will address applicable federal, state, and local requirements, including—but not limited to—the California Environmental Quality Act (CEQA), National Environmental Policy HDR developed the FEMA‑effective and CVFED 2.0 models, eliminating redundant work and accelerating the City’s path to funding‑ready results.

Cost‑Saving Through Strategic
Reuse of Existing Models
HDR has already developed most of the
hydrologic, hydraulic, and regulatory datasets
required for this feasibility study, including
the FEMA‑effective model and the latest
State‑supported CVFED 2.0 models. Leveraging
these adopted tools allows the City to avoid
duplicative data collection and modeling, reduces
technical risk, and supports a faster transition
into alternatives analysis and master planning.

EXHIBIT A
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15 City of Modesto | Hydrologic and Hydraulic (H&H) Analysis of the Tuolumne River Act (NEPA), Clean Water Act (CWA) Sections 401 and 404, California Department of Fish and Wildlife (CDFW) Fish and Game Code Section 1602, FEMA National Flood Insurance Program (NFIP) requirements, California Code of Regulations Title 23 CVFPB standards, and other permitting considerations relevant to in-river work, floodplain modifications, and infrastructure protection measures.

Available environmental documentation in and around the project area will be compiled and reviewed, including prior environmental studies, regulatory correspondence, permitting records, biological and cultural resource reports, and GIS-based environmental constraint mapping, as available. This information will be used to identify known or potential environmental sensitivities, assess data gaps, and define the anticipated level of environmental studies and documentation likely required for future project phases.

The outcome of this task will be a clear understanding of the environmental compliance landscape, key regulatory risks, and agency coordination needs, which will be integrated into the alternatives screening process and master plan development.

Some of the studies that are available and may be leveraged for this task include:
• Tuolumne River Regional Park Carpenter Road Floodplain Restoration Project NOD for State Water Resources Control Board Restoration Projects Statewide Order Program
Environmental Impact Report
• Modesto Irrigation District Comprehensive Water Resources Management Plan Final Programmatic Environmental
Impact Report
• Don Pedro Hydroelectric Project and La Grange Hydroelectric Project FERC Licensing Mitigated Negative Declaration
• Tuolumne River Regional Park Master Plan Final EIR
Task 1.3 – Field Surveys and Investigations
HDR will conduct reconnaissance-level field investigations to validate existing environmental information and to supplement desktop analyses in support of CEQA/NEPA planning and regulatory feasibility assessment. Field efforts will be coordinated with hydrologic and hydraulic analyses to maintain consistency and efficiency across technical disciplines.

Field investigations will be limited to non-intrusive, observational surveys and may include reconnaissance-level biological and habitat assessments to verify the presence of special status species, vegetation communities, wetlands, water features, and other environmentally sensitive areas within the study corridor. Cultural resource investigations will be limited to archival review and highlevel field observations; protocol-level surveys or formal eligibility determinations are not anticipated as part of this scope.

Environmental field observations will be documented and used to refine environmental constraints mapping, inform alternatives development, and support identification of avoidance and minimization strategies. Fieldwork will be conducted in coordination with the City and appropriate stakeholders, consistent with access constraints and safety requirements.

In addition to the environmental and cultural data that may be collected, planimetric, topographic, and bathymetric surveys to support floodplain analyses. New topographic and bathymetric data were collected by DWR in 2021 for CVFED 2.0. These datasets were used by HDR to update the Tuolumne River and Dry Creek CVFED models and will be leveraged for this feasibility study. Using these datasets as the basis for existing conditions modeling significantly reduces the likelihood that additional field surveys will be required, saving both cost and schedule.

If necessary, supplemental topographic surveys and mapping will be collected and processed in accordance with FEMA guidelines.

Task 1.4 – Hydrologic and Stream Data Acquisition
HDR will collect data to support hydraulic floodplain modeling.

Flooding has been studied several times for the Tuolumne River in Modesto over the past 50 years. Many of these studies have been led by HDR, which puts our team in a unique position to collect, understand, and implement these datasets
efficiently. This data will be used for analyzing regulatory floodplain impacts and for supporting floodway and floodplain restoration design in terms of flood conveyance and storage as well as aquatic, wetland, and riparian habitat enhancements. No hydrologic modeling will be needed to support the proposed project.

Relevant hydrologic and hydraulic studies and tools to be leveraged for the feasibility study include:
• U.S. Geological Survey (USGS) stream gage data (Tuolumne River at Modesto CA – 11290000) that can provide time series flow data
• Don Pedro Dam release data
• USGS StreamStats data that provides estimated statistical flows • CVFPB Designated Floodway, which was adopted in 1975
• FEMA-effective hydrologic data since 2001 (after the 1997 flood) establishing a peak 1% annual chance discharge of 70,000 cfs at Modesto
• FEMA-effective hydraulic data and HEC-RAS version 4.1 model developed by HDR and used to produce the Flood Insurance Rate Map (FIRM) and Flood Insurance Study, both dated 2021 • CVFPP 2022 and 2027 updates, for which HDR provided
significant technical support (includes regulated flow frequency curves and hydrographs scaled from historical events, hydraulic models, and climate change hydrology based on the latest climate projections and methodologies)
• CVFED 2.0, which includes the Tuolumne River and Dry Creek • Climate Risk-Informed Flood Inundation Mapping Project from 2025 for the Tuolumne River performed by HDR for DWR under a Cooperating Technical Partners grant with FEMA

EXHIBIT A
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16 City of Modesto | Hydrologic and Hydraulic (H&H) Analysis of the Tuolumne River Task 1.5 – River Hydraulic Model Acquisition
Several models have been used to assess the Tuolumne River and Dry Creek hydraulic characteristics. Most are based on FEMA’s effective regulatory model, which evolved from the original CVFED model developed by HDR. This includes the 2021 FEMA effective model, also developed by HDR. HDR will also collect, if needed, other project-area models. It is likely the CVFED 2.0 model will be used to simulate existing conditions. This analysis will inform updates to the effective floodplain, regulatory floodway, and to assess impacts from proposed project component modifications.

We have assumed that limited modifications to the model that is used will be needed. HDR’s prior development of the majority of H&H models supporting this project gives us a uniquely deep understanding of the Tuolumne River and Dry Creek
systems—enabling a more efficient, informed, and seamless delivery for the City.

ASSUMPTIONS
• Topographic data will be used from existing sources. If additional topographic data is needed, the level of effort will be coordinated with the City prior to commencing work on this task.
• No hydrologic modeling will be performed as part of this task. • Where possible, existing data will be leveraged to reduce costs, make work more efficient, and adhere to the schedule.
• One (1) field day is assumed for this task.

DELIVERABLES
• HDR will compile the various datasets and studies and provide them to the City in digital form.
• HDR will summarize the data collection task as part of the final feasibility study documentation.

Task 2 – Hydrologic and Hydraulic
Technical Studies
Task 2 establishes the technical foundation for the overall feasibility study. HDR will develop an existing conditions hydrologic and hydraulic baseline for the Tuolumne River. HDR will leverage the FEMA effective HEC-RAS model used to produce the FIRM and the most recent State of California understanding of flood hazards.

State references include the DWR CVFPP and the latest available CVFED modeling. The resulting models, comparisons, and mapping will support alternatives screening, regulatory coordination, future implementation, and funding decisions.

Task 2.1 Duplication of FEMA Effective Model
HDR will duplicate the currently effective FEMA hydraulic model for the study reach to establish the regulatory baseline for subsequent analyses. The effective model was originally developed by HDR as part of the FEMA Flood Insurance Study and mapping effort and represents FEMA’s adopted basis for the effective FIRM. This 1D steady-state model was originally developed by HDR in 2012 under an agreement with DWR. HDR’s direct authorship of the FEMA effective hydraulic model provides continuity between the adopted regulatory study and the proposed feasibility study, reduces duplication risk, and streamlines model verification.

HDR will convert and run the effective model in a FEMA-supported version of HEC-RAS and reproduce published results (e.g., base flood elevations and mapped floodplain extents). At project initiation, HDR will confirm the HEC-RAS version to be used for Task 2 in coordination with the City. Necessary updates will be documented and agreed upon prior to implementation. HDR will document conversion steps and confirm the duplicate model is an accurate representation of FEMA’s effective conditions.

Task 2.2 Existing Conditions Model Updates
To represent current conditions for feasibility level alternatives evaluation, HDR will develop an existing conditions hydraulic model building upon the duplicated FEMA effective model and informed by the most current state-supported modeling of the Tuolumne River.

HDR recently led development of the latest Tuolumne River hydraulic modeling under the DWR CVFED and CVFPP programs.

This state modeling incorporates updated hydrologic data, LiDAR terrain, bathymetric surveys, and structure information collected around 2021.

HDR will retain the FEMA effective 1% annual chance peak discharge (70,000 cfs) as the regulatory reference condition while incorporating additional CVFPP flood frequency discharges to support feasibility level evaluation and benefit-cost analysis (BCA).

FEMA’s effective study completed in 2012 does not include the full range of flood frequency discharges typically needed to support a reliable benefit-cost analysis. To address this limitation, HDR will incorporate CVFPP peak discharges for the 10%, 4%, 2%, 1%, 0.5%, and 0.2% annual chance events. Hydrologic and hydraulic results will be developed in a manner compatible with application of the FEMA BCA Toolkit.

HDR will coordinate with City staff to confirm representation of local developments and planned or ongoing projects that may influence Model Author Advantage
HDR developed the original CVFED hydraulic
models, the FEMA‑effective HEC‑RAS model
adopted for flood insurance mapping, and the
most recent CVFED 2.0 updates for the Tuolumne
River and Dry Creek. This direct authorship
provides unmatched familiarity with model
assumptions, geometry, and limitations—allowing
HDR to update and apply these tools efficiently
while maintaining regulatory continuity.

Streamlined FEMA Model Verification
Because HDR authored the effective FEMA hydraulic model, duplication and verification can be completed efficiently and with minimal risk of discrepancies. This continuity reduces the potential for review comments, streamlines agency coordination, and supports timely advancement into alternatives evaluation.

EXHIBIT A
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17 City of Modesto | Hydrologic and Hydraulic (H&H) Analysis of the Tuolumne River hydraulic modeling in the reach. Anticipated features include the 7th Street bridge replacement currently under construction, the proposed San Joaquin Regional Rail Commission bridge upstream of 7th Street, and the existing railroad crossing.

Updates to geometry, structures, and roughness will be documented and HDR will maintain a change log and supporting exhibits to clearly document modifications from FEMA effective conditions.

Task 2.3 Model Calibration and Verification
HDR will perform calibration and verification of the existing conditions model to available USGS gage stage and discharge data for the Tuolumne River. Calibration and verification will be performed to the extent supported by available USGS gage data. HDR will evaluate model performance by comparing simulated and observed water surface elevations over representative flow conditions.

Key parameters such as Manning’s n roughness coefficients may be adjusted to improve agreement with observed water surface elevations for existing conditions.

HDR will document calibration and verification evaluations, including a summary of parameter refinements, the technical basis for those adjustments, and the resulting implications for model performance.

HDR will document the calibration and verification checks, adjustments, and the basis for those adjustments. HDR will coordinate with City staff on results and interpretation. HDR will coordinate with City staff to review calibration results and interpretation. Calibration and verification documentation will be incorporated into the Hydrology and Hydraulics
Technical Memorandum.

Task 2.4 Comparison to FEMA Effective Results
HDR will compare the updated existing conditions model results to the FEMA effective model and quantify differences in water surface elevations, mapped floodplain, and floodway extents. This will highlight differences and potential contributing factors where supported by available data.

Task 2.5 Floodplain and Floodway Mapping
HDR will develop existing conditions floodplain and floodway mapping from the existing conditions model. The mapping will be consistent with FEMA mapping standards and conventions for planning studies. It will be prepared for use in alternatives evaluation, stakeholder communication, and incorporation into the project’s technical documentation.

Task 2.6 Hydrology and Hydraulics Technical
Memorandum
HDR will prepare a Hydrology and Hydraulics Technical
Memorandum documenting data acquisition, inputs and data sources, and the modeling approach and assumptions. The memorandum will also document calibration and verification comparisons to stage–discharge information along with the flood frequency relationships used to support planning and application of the FEMA BCA Toolkit. HDR will include mapping outputs and a summary of differences relative to FEMA effective results to support planning and regulatory coordination. The memorandum may include advisory discussion of typical FEMA pathways (e.g., CLOMR/ LOMR considerations) and key information that is commonly required if a flood map revision is pursued in the future. However, no CLOMR/LOMR preparation or submittal services are included under Task 2. One draft and one final memorandum will be provided, incorporating City comments.

ASSUMPTIONS
• City-provided or third-party data availability (including DWR models and information on ongoing construction projects) will be documented. If data are delayed, incomplete, or revised during Task 2, HDR will confirm the status with the City prior to incorporation.
• HDR anticipates up to two City technical review cycles for Task 2 deliverables (one draft review and one final comment reconciliation).

DELIVERABLES
• Duplicate FEMA-effective HEC-RAS model with documented versioning, conversion steps, and checks.
• Updated existing conditions hydraulic model and associated mapping outputs for floodplain and floodway.
• Model calibration/verification summary based on available USGS gage data.
• Existing conditions versus effective-condition comparison summary, including comparison of FEMA effective and CVFPP discharges developed to be compatible with the FEMA
BCA Toolkit.
• Hydrology and Hydraulics Technical Memorandum (one draft and one final) incorporating City comments. The memorandum may include advisory information on typical FEMA CLOMR/ LOMR pathways but does not include CLOMR/LOMR
preparation or submittal services.

An Approach Designed to
Reduce Review Times
By calibrating the existing conditions model,
explicitly comparing results to FEMA‑effective
conditions, and documenting differences in
a single H&H Technical Memorandum, HDR’s
approach minimizes downstream questions
during alternatives analysis, regulatory
coordination, and funding review. This supports
faster decision‑making, smoother reviews, and
reduces the likelihood of future re‑analysis.

EXHIBIT A
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18 City of Modesto | Hydrologic and Hydraulic (H&H) Analysis of the Tuolumne River Task 3 – Alternatives Analysis
HDR’s general approach to the alternatives analysis is to define the flood management system and associated goals and objectives, assess the current risk to the City and surrounding areas from the Tuolumne River, identify the sources of uncertainty that may interfere with future achievement of goals and objectives, develop potential solutions to address the sources of uncertainty, assess the risk reduction potential of these various alternatives, and support the City in using these results to help City decision-makers in achieving their mission through a final recommendation. HDR will monetize some key findings and allow for discretionary impacts of select cultural, societal, or political factors that are difficult to quantify.

HDR has implemented this approach extensively to successfully plan flood control systems and programs ranging from small rural flood control agencies to the vast Central Valley Flood Protection Plan.

HDR will document problems and opportunities in the project area that will be used to guide the project’s design development and inform the description of the project need for environmental compliance purposes. This will be informed by Task 2 Hydrologic and Hydraulic Technical Studies. Proper identification of problems and opportunities is foundational to the planning process.

In addition to hydrology and hydraulics, HDR will consider resources such as climate, floodplains, geotechnical concerns, economics, hazards, and maintenance issues. Examples of problems include aging infrastructure, inadequate conveyance capacity, physical constraints, climate change, or degradation of riverine habitat and ecosystem functions. Opportunities may include new funding streams or authorities, willing sellers of floodplain land, new management techniques or technologies, or other strategies.

HDR will work with the City to establish and confirm goals and objectives to address the identified problems and capitalize on the opportunities to implement a multi-benefit solution. The goals and objectives will also inform the formulation and evaluation of alternatives. HDR will consider constraints that may limit the planning process. Some general types of constraints that need to be considered are resource and legal constraints.

Task 3.1 – Identify Alternative Criteria
Establishing clear evaluation criteria is needed to measure alternatives against each other as they provide a fair and consistent basis for comparison. HDR will use an MCDA support framework that facilitates the evaluation and selection of alternatives based on multiple criteria (monetized, non-monetized quantitative, and qualitative) that reflect planning objectives and other significant attributes of a plan. MCDA allows for the evaluation of the expected performance of each alternative across criteria that have different units of measurement. Each alternative is assigned values or scores with respect to each criterion. Weights may be assigned to each criterion, to indicate the importance of that criterion with respect to the other criteria. HDR will work with the City to determine applicable weights for each scoring criteria. The total score for each alternative is used for comparison and plan selection.

The alternatives carried forward for evaluation will be cross-walked with each of the evaluation criteria and subcriteria in a table known as a Decision Matrix. A Decision Matrix identifies a value for each alternative, for each criterion (or subcriterion). The criteria might include:
• Flood risk reduction
• Cost (including property acquisition, impact mitigation, and lifecycle O&M)
• Support of goals
• Public acceptability
• Contributions to planning objectives
• Environmental impacts
• Multi-benefit opportunities (e.g., protection of socially vulnerable populations, ecosystem restoration, water quality improvement, recreation, accessibility, nature-based solutions) Task 3.2 - Identify Project Components and Develop
Alternatives
A management action is a feature or individual action that can serve as a building block to alternatives that meet the goals and objectives of a proposed project.

HDR will review past technical work in the project area to develop a preliminary list of possible management actions. HDR will supplement the preliminary list of management actions with information gathered through the outreach and engagement process. In addition, HDR will use results from Task 2 to formulate alternatives that mitigate understood flood risk to achieve the desired objectives. HDR, in coordination with the City, will vet, screen, and supplement the list of possible management actions.

A Transparent Approach to
Selecting the Preferred Alternative
HDR applies a Multi‑Criteria Decision Analysis
(MCDA) framework that evaluates alternatives
across monetized, non‑monetized, and
qualitative criteria, with weights established
in coordination with the City. This transparent
scoring approach clarifies tradeoffs, documents
decision logic, and supports confident selection
of a preferred alternative that can be carried
forward into implementation and funding.

HDR’s criteria‑driven alternatives analysis supports confident decisions and positions the City’s preferred alternative for funding and implementation.

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19 City of Modesto | Hydrologic and Hydraulic (H&H) Analysis of the Tuolumne River HDR will aggregate management actions into an initial array of alternatives to meet planning goals and objectives, avoid constraints, and incorporate opportunities. In addition to flood risk reduction benefits, other benefits will also be considered such as environmental, educational, recreational, nature-based solutions, and relationship building with other interested parties. To do this, the consultant team will formulate up to five alternatives, including the no action alternative.

HDR will use qualitative screening to reduce the five preliminary alternatives to at most three, including the no action alternative.

The qualitative screening criteria will include potential to meet goals and objectives, relative cost, acceptability, and preliminary feasibility (complexity, potential impacts). HDR will consult with the client and previously developed information to inform the screening.

Alternatives will be developed up to a conceptual screening-level (about 2% level of design) for consideration in selection of a preferred alternative.

Task 3.3 - Analyze Alternatives Based on Criteria
HDR will conduct technical analyses to evaluate each of the final three alternatives. The alternatives analysis will include hydraulic performance, potential for reduction in flood consequences, cost efficiency, and ability to achieve multi-benefits.

Hydraulic Analysis
The calibrated and verified hydraulic model of existing conditions from Task 2.3 will be configured with conceptual level characteristics of each alternative. Hydraulic results for with-project scenarios will be compared to the without-project condition to determine changes in channel water surface elevations and velocity. Additionally, hydraulic results will show a reduction in floodplain extent and flood severity, measured by flood depths and velocities. HDR will also check potential regulatory floodplain and floodway impacts with alternative simulations.

Alternatives Analysis
HDR will evaluate the three alternatives by estimating reductions in flood damage and potential life loss using USACE Life Safety Risk Indicator (LSRI) tool. This tool provides an efficient methodology to answer the question “How much will a proposed flood risk management project reduce risk to economic damage and life safety?” Hydraulic results for without- and with-project conditions (Task 2.3 and Task 3.3) will be used, in addition to data included within the program, such as USACE’s National Structure Inventory (NSI), depth-damage functions, and life safety metrics. The NSI is a national data set that includes spatial representation of structures, structure type, structure value, first floor elevations and associated population.

Investigate Other Project Benefits
HDR will research and identify other potential alternative benefits beyond structure and content damage and potential life loss. This may include loss of service to utilities, impacts to critical facilities such as the City’s wastewater treatment plant, displacement costs, emergency management costs, social benefits, and ecosystem benefits.

Alternative Costs
HDR will develop conceptual screening-level cost estimates (AACE Class 5) for construction, real estate requirements, operations and maintenance, and environmental mitigation costs. As the alternatives are evaluated, consideration will be given to the potential construction impacts and risks, environmental constraints and other permitting requirements.

Task 3.4 - Identify Preferred Alternative
HDR will calculate the total score for each alternative using the MCDA and identify the preferred alternative based on the individual criteria scores and their weighted values. The preferred alternative will be identified as the plan with the highest weighted total score.

Turning Analysis into a Clear,
Defensible Preferred Alternative
Tasks 3.3 and 3.4 are where technical analysis
becomes a decision the City can stand
behind—one that balances flood risk reduction,
cost, life safety, and community priorities,
and can be advanced with confidence.

From Evaluation to Selection

1. Alternatives are tested using calibrated
hydraulic models and risk analysis tools to
quantify differences in flood performance,
damages, and life‑safety outcomes.

2. Results are synthesized across technical,
economic, and qualitative factors to clearly
show how alternatives perform relative to
one another.

3. A preferred alternative is identified based
on total weighted performance, providing a
defensible basis for City decision‑making and
future coordination.

HDR has used this same evaluate‑and‑select
framework on flood feasibility studies ranging
from local agencies to statewide programs,
including the CVFPP, where competing
objectives, constraints, and stakeholders
required clear documentation of tradeoffs to
support selection of preferred strategies.

The City receives a preferred alternative
that is technically sound, publicly
defensible, and ready to move forward.

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20 City of Modesto | Hydrologic and Hydraulic (H&H) Analysis of the Tuolumne River Task 3.5 - Draft Alternatives Analysis Technical
Memorandum
HDR will summarize work completed under Task 3 in an Alternatives Analysis Technical Memorandum (TM). This memorandum
documents alternative development, evaluation, and preferred plan description. HDR will meet with City staff to discuss the assumptions listed here.

ASSUMPTIONS
• Problems beyond those identified through Task 2, such as property ownership in areas of proposed alternatives, previous project implementation challenges, likelihood of public acceptance of alternatives, as examples.
• Opportunities established from past studies and their current applicability, in addition to new ideas for opportunities. • Goals and objectives of what the alternatives should achieve to meet.
• HDR anticipates up to two (2) City technical review cycles for Task 3 deliverables (one draft review and one final comment reconciliation). The final technical memorandum produced under this scope will be provided in formats compliant with WCAG 2.0 AA accessibility standards.

DELIVERABLES
• With-project condition hydraulic model and associated mapping outputs for floodplain and floodway for three alternatives. • LSRI tool results of expected annual damages and expected annual life loss for without- and with-project conditions for three alternatives.
• Alternatives Analysis Technical Memorandum (one draft and one final) incorporating City comments, to be provided in a format compliant with WCAG 2.0 AA accessibility standards.

Task 4 - Master Plan Development
Task 4.1 - Describe Master Plan Components & Draft
Implementation Strategy
Based on results from Tasks 2 and 3, HDR will collaborate with City staff to advance development of a feasibility study that includes progressing the Preferred Alternative design to a feasibility concept (about a 10% level of design), assessing the preferred project footprint and physical impacts, validating project cost and benefits, identifying project risks, and laying out a practical implementation strategy. HDR will develop two (2) 10% level of design drawings to be included in this Master Plan document that will:
• Describe the recommended plan and its components
• Show the 10% level of design and Basis of Design Report (BODR). Identify regulatory floodplain impacts and
management considerations
• Discuss regulatory requirements necessary for implementation • Summarize the Opinion of Probable Project Cost (OPPC) and Opinion of Probable Construction Cost (OPCC)
• Summarize the benefit-cost analysis
• Discuss results from the risk reduction analysis
• Identify a practical implementation schedule
• Identify regulatory floodplain impacts
Task 4.2 - Evaluate Regulatory Requirements
As part of the Master Plan Development phase, HDR will evaluate regulatory and environmental compliance requirements associated with the conceptual flood mitigation alternatives. This task will focus on providing the City with a practical, forward-looking regulatory roadmap to support phased implementation rather than detailed permitting.

For each major alternative or project component, the team will assess anticipated environmental documentation needs under CEQA and the applicability of NEPA, including circumstances under which NEPA compliance may be triggered (e.g., future federal funding or approvals). The evaluation will also identify likely permitting requirements under CWA Sections 401 and 404, CDFW Section 1602, FEMA floodplain and floodway regulations, and other applicable federal, state, or local approvals.

The analysis will consider avoidance, minimization, and potential mitigation strategies to reduce environmental impacts and regulatory complexity. Where appropriate, the team will identify programmatic or phased permitting opportunities that could streamline future project delivery.

A high-level regulatory and permitting schedule will be developed to illustrate agency coordination requirements, anticipated review timelines, and relationships between environmental compliance, design, and construction sequencing. This information will be incorporated into the Master Plan to support informed decision-making, risk management, and long-term project implementation planning.

Task 4.3 Identify Applicable Design Standards
HDR will prepare a Basis of Design Report (BODR) that will describe the project design standards, criteria, and parameters that were used in design development of each project component.

Task 4.4 - Develop OPPC & OPCC
HDR will develop quantity takeoffs from the 10% feasibility level of design to inform development of an Opinion of Probable Construction Cost (OPCC). An Opinion of Probable Project Cost (OPPC) will be developed in collaboration with the City to identify noncontract cost assumptions related to implementation such as project management, planning and permitting, mitigation, real estate, engineering, and construction costs. The OPPC represents an “all-in” estimate of the project capital cost. Development of the OPCC and OPPC will be consistent with industry standard AACE Class 4 level of estimate.

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21 City of Modesto | Hydrologic and Hydraulic (H&H) Analysis of the Tuolumne River Task 4.5 - Conduct Final Benefit-Cost & Cost
Effectiveness Analyses
HDR will conduct a benefit-cost analysis using the latest version of the FEMA BCA Toolkit by summarizing professional expected damages before mitigation (without-project damages) and professional expected damages after mitigation (with-project damages). This will include simulated hydraulic frequencies (Task 2 and Task 3) and estimated damages (Task 3.3) for without and with-project conditions. Construction costs developed under Task

4.4 in addition to estimated annual maintenance costs will be used in benefit-to-cost ratio computations, a project’s total benefits divided by its total costs. Modules within the BCA Toolkit will be utilized to include frequency-damage information. Other project benefits investigated in Task 3.3 will be included where applicable.

Cost effectiveness of the preferred alternative will be validated by a benefit-cost ratio (BCR) above 1.0.

Task 4.6 - Identify Technical Standards and
Specifications Required
HDR will prepare a list of relevant local, state, and federal technical standards and specifications that can be used in future phases of the project to advance design, develop contract documents, and support construction of the project.

Task 4.7 - Develop and Maintain Risk Register
HDR will facilitate up to two risk meetings with the City and designated representatives to develop a project risk register that identifies potential project risks, impacts, probability of occurrence, and risk management strategy for addressing or mitigating the concern.

Task 4.8 - Develop Project Implementation Schedule
HDR will prepare a practicable Project Implementation Schedule that shows development steps necessary to complete the project. The schedule will show relationships between numerous and complex activities that define the timeframe required to make this project a success.

Task 4.9 - Identify Potential Supplemental Funding
Sources
HDR will review project eligibility and assess funding opportunities for concepts within federal and state funding programs. This task includes meeting (virtually) with funding agencies to discuss funding availability and application requirements. HDR will work with City staff to review project scope and align them with appropriate funding programs and opportunities. Project timing and sequencing will be considered along with the ability for longer-lead funding mechanisms in comparison to more immediate options.

HDR evaluates regulatory pathways, project costs, and funding opportunities together—allowing planning decisions to be informed by real‑world implementation and grant considerations, not assumptions.

DELIVERABLES
• Draft and Final Master Plan & Implementation Strategy document (PDF & MS Word format)
• 10% level of design drawings, list of technical standards and specifications, and BODR (PDF, MS Word, and AutoCAD format) • OPCC and OPPC (PDF format)
• List of regulatory requirements (PDF & MS Word format) • FEMA BCA Toolkit files
• Project Risk Register (PDF and spreadsheet format)
• Practicable Implementation Schedule (PDF and MS Project format)
• Brief memorandum summarizing potential supplemental
funding sources
Task 5 - Public Outreach and Stakeholder
Facilitation
One of our strengths is our ability to design and drive a public conversation. We understand that successful planning cannot be done in a technical vacuum, but demands a complementary blend of analysis with strategic communications and engagement. Being embedded in an engineering firm provides direct access to a vast pool of technical knowledge, allowing us to understand and translate information into meaningful dialogue for the public.

From Preferred Alternative to an
Implementable Roadmap
HDR integrates design concepts, regulatory
pathways, cost, risk, and funding considerations
into a single implementation roadmap—helping
the City understand not just what to build, but
how and when to move forward with confidence.

Strengthening Community Engagement Through Local Insight To strengthen community engagement efforts, HDR has partnered with Virginia Madueño, President of Oakdale-based Imagen PR. With deep roots in Stanislaus County and extensive public engagement experience, she brings trusted relationships and local insight that will help the City foster meaningful participation, build trust, and generate informed community input throughout the project. Her familiarity with the communities surrounding the Tuolumne River corridor allows for more targeted, culturally aware outreach that reflects local priorities and concerns. This approach helps establish outreach efforts that not only inform the public, but also generate actionable input that supports decision-making and project advancement.

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22 City of Modesto | Hydrologic and Hydraulic (H&H) Analysis of the Tuolumne River Our understanding and experience working on complex and often controversial infrastructure projects during various phases of development and implementation provides us with a unique ability to mitigate the social and political risk to the project and responsible agency.

When communicating or seeking participation, relevance is critical in breaking down barriers to reach and resonate with our intended audiences such as elderly, disabled, minorities, and those with low income, without vehicles, low literacy, and/or limited English proficiency. Creating communications and engagement programs that reach audiences in an equitable way can be challenging; however, HDR has extensive experience and proven solutions that can be deployed to reach and engage priority populations.

Creating opportunity for timely and clear engagement unique to environmental justice and Title VI communities, results in informed input that can help shape projects to better reflect the community they will serve. Our team’s collective philosophy is to engage the public early and often. Utilizing both traditional and innovative tools targeted specifically towards diverse audiences, we implement communications through a tactical tiered approach that begins with agencies/partners, then elected officials, regional and local stakeholders followed by the general public.

By partnering with HDR, the City will have access to community and stakeholder engagement specialists, facilitators, social and media experts, data managers, logistics coordinators, graphic artist, as well as video and web designers.

Task 5.1 - Public Outreach and Stakeholder Facilitation Public Workshops
Public input is critical to successful flood risk reduction along the Tuolumne River and achieving concurrence on the master plan recommendations. HDR, in partnership with the City, will host two in-person public workshops at central and accessible locations.

The workshops will be hosted in the evening for the larger general public and include a series of open house style stations that include display boards. The public will be able to talk one-on-one with team members, review information, and provide input via comment card submittal or email.

The workshops will occur at two critical project milestones:
• Milestone One – Project Introduction and
Alternatives Analysis
• Milestone Two – Master Plan and Project Implementation Educational and Marketing Materials
Development of creative and concise informational materials will be critical to the effective education of the public about the project and process. Materials include approved key messages and high-level graphics for a consistent and effective communication. Materials will be posted on the City’s website, distributed electronically via e-blasts, and social media, as well as mailed or passed out at meetings.

HDR recommends translating public-facing materials into Spanish. If materials need to be translated in other languages, HDR can assist as appropriate, to review materials that are culturally sensitive and appropriate for our target population in the project areas.

Additionally, public-facing materials will be compliant with the mandated website ADA guidelines (WCAG 2.0 AA conformant) for visually impaired persons.

Consistent communications with project partners, stakeholders, and the public through email updates, public workshops, and council briefings are critical to share the project’s progress and maintain project support.

Stakeholder Management
HDR will develop a list of diverse group of stakeholders and organizations who may be interested, impacted, and influential.

A Cost-Saving Approach to Centralized Project Communication As a cost-saving measure, HDR recommends leveraging the City’s existing website to serve as the central hub for project information and public engagement. HDR will collaborate closely with the City’s webmaster to develop and maintain a dedicated project webpage, ensuring content is accurate, accessible, and regularly updated throughout the study. The webpage will be refreshed at key milestones and will include an overview of the study process, alternatives under consideration, meeting notices, schedule updates, and supporting materials. It will also provide a clear avenue for public input through a comment form and contact information. HDR will develop and provide content and graphics for upload, confirming consistency in messaging while minimizing additional platform and maintenance costs.

Optional Task: Technical Advisory Committee
Establishing a Technical Advisory Committee (TAC) will
provide a structured forum for early, coordinated input from key agencies—helping align expectations, reduce regulatory risk, and streamline project development. HDR recommends convening the TAC virtually up to four times throughout the project to facilitate focused engagement and ongoing collaboration with stakeholders and partners. Potential TAC members could include:
• FEMA Region 9
• California
Governor’s Office of
Emergency Services
• DWR
• CVFPB
• Stanislaus County
Public Works
• Modesto Irrigation District
• Tuolumne
River Conservancy

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23 City of Modesto | Hydrologic and Hydraulic (H&H) Analysis of the Tuolumne River This network will help disseminate accurate information to their constituents broadening our reach and building participation.

ASSUMPTIONS
• Stakeholder list managed in Excel
• Emails distributed via Mailchimp
• Public workshops will be hosted at a City location
• Up to five HDR staff per workshop
• Public workshops will not include interpreters unless requested 48 hours in advance

DELIVERABLES
• Initial Stakeholder List
• Updated Stakeholder List
• Up to four emails
• Up to six boards per
workshop (12 total)
• Two workshop summaries
• Project Fact Sheet
• Project FAQ
• Up to two social media posts
per workshop (four total)
• Up to four website
content updates
Task 5.2 - Agency Coordination and Meetings
HDR will work to engage with agency partners at the federal, state, and regional level including permitting agencies and elected officials throughout the life of the project. This would also include federaland state-recognized Native American Tribes.

HDR, in partnership with the City, will host two virtual meetings prior to the public workshops to share information with agency partners prior to the public and local communities.

The meetings will take place at two critical project milestones:
• Milestone One – Project Introduction and
Alternatives Analysis
• Milestone Two – Master Plan and Project Implementation

ASSUMPTIONS
• Meetings held virtually via Zoom or Teams
• Up to 4 HDR staff per meeting

DELIVERABLES
• Two meeting summaries
• Two presentations
Task 6 - Project Management
We propose Eric Simmons as our project manager because
he has successfully supported local agencies for over 20 years and his expertise with FEMA programs. He will guide the efficient completion of the feasibility study and serve as Modesto’s point-of-contact regarding project matters. As project manager, he will be responsible for:
• Direct interface with the City
• Seeking input from City staff
• Leadership on project tasks
• Effective interaction among HDR interdisciplinary resources • Uniform quality management procedures
• Communication of progress reports, including schedule and budget status
• Participation in coordination meetings as directed by City staff • Support to the City in public meetings, as required
The foundation of successful project management is clear communication of what is expected from each team member. HDR will frequently communicate with City staff, both through formal meetings and informal discussions, to obtain input and provide updates for the project. HDR will keep comprehensive minutes from formal meetings and provide copies for reference. Biweekly meetings via teleconference, video conference, or in person are anticipated throughout the project. Unless otherwise directed by the City’s project manager, correspondence to City staff will be directed to the City’s project manager. HDR will initiate contact with outside agencies or the public only when directed by the City’s project manager.

HDR uses a proven schedule and cost control tracking system that includes actual progress versus a production schedule. An earned value component compares budget versus actual costs. Eric will receive weekly updates on schedule and cost performance. HDR will adhere to Modesto’s schedule in the Request for Proposal. The feasibility study is expected to be completed by late August 2027.

This allows final deliverables to be submitted to the City and CalOES no later than November 19, 2027.

At project initiation, Eric will work with HDR technical leads and the City to identify specific risks to project quality, budget, and schedule. These risks will be compiled in a Risk Register along with proposed mitigation actions. Eric will review and update the Risk Register monthly.

HDR uses a comprehensive, proven Quality Program that
incorporates 1) quality assurance, activities to make sure each product fulfills requirements, and 2) quality control, tasks by which technical work is checked for accuracy and current standards of care.

A tailored Quality Control Plan (QCP) will be developed and include procedures to provide adequate confidence to HDR management and the City that an activity or service consistently fulfills its intended purpose.

Quality control requires reviews commensurate with the
stage of the project. At the notice to proceed, a “zero percent” management review is conducted, followed by reviews staged at project milestones and delivery points. Reviews focus on client expectations, study calculations and analyses, scope compliance, interdisciplinary coordination, deliverables, and project closeout.

HDR’s quality lead, Nathan Pingel, is a senior level engineer not involved with the specific project work.

DELIVERABLES
• Progress reports
• Monthly invoices

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24 No. Subtask NTP 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 Jun-26 Jul-26 Aug-26 Sep-26 Oct-26 Nov-26 Dec-26 Jan-27 Feb-27 Mar-27 Apr-27 May-27 Jun-27 Jul-27 Aug-27 Sep-27 Oct-27 Nov-27

1.1 Obtain and Review Studies and Reports

1.2 Obtain and Review Regulatory Information

1.3 Field Surveys and Investigations

1.4 Hydrologic Data Acquisition

1.5 Hydraulic Model Acquisition

2.1 Duplicate Effective Regulatory Model

2.2 Update Existing Conditions Model

2.3 Current Existing Model Calibration and Verification

2.4 Compare Existing Conditions and Duplicate Effective Model

2.5 Map Existing Conditions Floodplain

2.6 Draft a Hydrology and Hydraulics Technical Memorandum TM

3.1 Identify Analytical Criteria

3.2 Identify Project Components and Develop Project Alternatives

3.3 Analyze Alternatives Based on Criteria

3.4 Identify the Preferred Alternative

3.5 Draft an Alternatives Analysis Technical Memorandum TM

4.1 Descp. Master Plan Components & Development of Dft Implem. Strtgy

4.2 Evaluation of Regulatory Requirements

4.3 Identifying Applicable Design Standards

4.4 Develop OPPC and OPCC

4.5 Conduct Final Benefit-Cost Analysis and Cost Effectiveness Analysis

4.6 Identify Technical Standards and Specifications Required

4.7 Develop and Maintain Risk Register

4.8 Develop Project Implementation Schedule

4.9 Identify Potential Supplemental Funding Sources and Mechanisms

5.1 Public Outreach and Stakeholder Facilitation PW1 PW2

5.2 Agency Coordination and Meetings AM1 AM2

6.1 Kickoff Meeting

6.2 Biweekly Project Coordination Meetings

6.3 Project Management and Administration

6.4 Project Closeout
Month
City Council Mtg
CalOES Deadline
Study Complete
Below presents HDR‘s proposed work schedule.

City of Modesto | Hydrologic and Hydraulic (H&H) Analysis of the Tuolumne River

4. Schedule

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25 Task Task Description Project
Manager QA/QC
H&H Tech
Advisor and
QC
Consequences
Tech Advisor
Eng. Tech
Advisor and
QC
Grants &
Analysis Tech
Lead
Hydrology
Lead Hydraulic Lead Hydraulic EIT Flood Risk EIT Grant Support Senior WWTP Engineer Civil Lead Civil EIT Environmental Lead GIS/CAD Public Outreach Lead Stakeholder
Coordinator
Graphic
Designer
ADA/508
Compliance
Cultural and
Hazmat
Constructability Accounting Admin
Task 1 - Data Acquisition and Analysis

1.1 Obtain and Review Studies and Reports 10 10 20

1.2 Obtain and Review Regulatory Information 10 10 20

1.3 Field Surveys and Investigations 10 20 30

1.4 Hydrologic and Stream Data Acquisition 4 2 10 16

1.5 River Hydraulic Model Acquisition 2 8 10
0 0 0 0 0 0 4 4 48 0 0 0 0 40 0 0 0 0 0 0 0 0 0 96
Task 2 - Technical Studies H&H

2.1 Duplicate Effective Regulatory Model 4 8 12

2.2 Update Existing Conditions Model 4 5 12 80 101

2.3 Current Existing Model Calibration and Verification 4 4 12 40 60

2.4 Compare Existing Conditions and Duplicate Effective Model Results 8 20 28

2.5 Map Existing Conditions Floodplain 4 10 20 34

2.6 Draft H&H Technical Memorandum 5 2 8 4 4 20 8 8 8 67 5 2 8 12 0 0 9 44 178 0 0 0 0 0 0 28 0 0 0 8 0 0 0 8 302 Task 3 - Alternative Analysis

3.1 Identify Alternative Criteria 10 24 4 8 8 54

3.2 Identify Project Components and Develop Alternatives 4 2 8 16 2 25 25 8 40 130

3.3 Analyze Alternatives Based on Criteria 10 4 8 16 30 40 140 120 2 12 12 4 8 406

3.4 Identify Preferred Alternative 10 10 20

3.5 Draft Alternatives Analysis Technical Memorandum 4 2 16 24 24 8 8 86 38 4 4 16 16 96 0 40 164 144 0 8 45 37 20 48 0 0 0 8 0 0 0 8 696 Task 4 - Master Plan Development

4.1 Describe Master Plan Components & Draft Implementation Strategy 10 2 8 8 2 30 80 4 10 4 158

4.2 Evaluate Regulatory Requirements 10 8 20 4 3 4 8 57

4.3 Identify Applicable Design Standards 2 8 20 13 24 67

4.4 Develop OPPC & OPCC 8 8 22 60 20 118

4.5 Conduct Final Benefit-Cost & Cost Effectiveness Analyses 2 22 24 80 0 0 24 152

4.6 Identify Technical Standards and Specifications Required 10 2 8 6 8 16 5 55

4.7 Develop Risk Register 10 2 4 8 2 13 24 4 67

4.8 Develop Project Implementation Schedule 10 8 2 8 16 4 48

4.9 Identify Potential Supplemental Funding Sources 8 2 8 20 8 46 58 12 0 12 0 78 8 20 44 80 20 24 97 224 12 52 0 0 0 0 10 5 0 12 768 Task 5 -Public Outreach and Stakeholder Facilitation

5.1 Public Outreach and Stakeholder Facilitation 20 10 8 50 60 50 12 210

5.2 Agency Coordination and Meetings 20 2 4 4 20 20 12 82 0 0
0 40 2 0 0 14 0 0 0 0 0 0 0 12 0 0 0 70 80 62 12 0 0 0 0 292 Task 6 - Project Management

6.1 Kickoff Meeting 4 2 2 2 2 1 13

6.2 Biweekly Project Coordination Meetings 36 22 58

6.3 Project Management and Administration 66 4 8 78

6.4 Project Closeout 4 2 8 4 18
0 110 4 0 6 0 2 0 0 0 0 0 0 0 0 0 0 2 0 0 0 0 0 16 27 167 COLUMN TOTALS 251 24 12 46 30 176 21 108 434 224 20 32 154 261 72 128 72 80 62 28 10 5 16 55 2,321 Total HDR
Labor Hours
Subtotal Task 3
Subtotal Task 4
Subtotal Task 5
Subtotal Task 6
Subtotal Task 1
Subtotal Task 2
Task Task Description Sacramento, CA Folsom, CA Santa Clara, CA Walnut Creek, CA Oakdale, CA Task 1 Data Acquisition and Analysis 39.5% 0.0% 58.7% 0.0% 0.0% Task 2 Technical Studies H&H 87.0% 9.7% 0.0% 2.6% 0.0%
Task 3 Alternative Analysis 76.4% 11.3% 4.6% 7.7% 0.0%
Task 4 Master Plan Development 54.0% 33.3% 2.4% 10.3% 0.0% Task 5 Public Outreach & Stakeholder Facilitation 43.6% 26.4% 0.0% 16.8% 9.2% Task 6 Project Management 9.4% 15.7% 0.0% 72.7% 0.0%
TOTAL All Tasks 58.1% 20.3% 4.7% 14.7% 1.3% 99.1%*
*The remaining ~1% not shown falls under project expenses (mileage, printing, etc.) TABLE 5.2 PERCENTAGE OF WORK BY OFFICE LOCATION
TABLE 5.1 LEVEL OF EFFORT
Table 5.2 presents
the percentage of
total project effort
by cost, broken
down by task and
office location,
including local
subconsultant
participation
(Oakdale, CA).

City of Modesto | Hydrologic and Hydraulic (H&H) Analysis of the Tuolumne River

5. Level of Effort

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26 City of Modesto | Hydrologic and Hydraulic (H&H) Analysis of the Tuolumne River

6. Additional Information
Exceptions to Standard Contract
HDR has reviewed the RFP document, including the sample contract agreement. We do not have any comments on the RFP but look forward to discussing the requested modifications and additions listed below to the Sample Agreement.

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 ,which such acceptance will not be unreasonably withheld or delayed.

3. Compensation . Expenses for travel reimbursement shall comply with the City’s Administrative Directive (AD) 1.2, as amended periodically. The City’s AD 1.2 can be accessible at the link provided - https://www.modestogov. com/DocumentCenter/View/24156/Citys-Administrative-Directive-12. CITY shall pay all undisputed amounts within 30 days following receipt of CONSULTANT’s invoice.

4. Obligations of Consultant. Consultant warrants represents 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.

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. However, any modification or reuse of such documents by City for purposes other than those intended by this Agreement shall be at City’s sole risk and without liability to Consultant. 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) 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. Any modification or reuse of such data or information by City for purposes other than those intended by this Agreement shall be at City’s sole risk and without liability to Consultant.

15. Termination of Agreement.
(Termination by City for Default of Consultant) Should Consultant default in the performance of this Agreement or materially breach any of its provisions, at its option, City may terminate this Agreement by giving written notification to Consultant , but only after providing Consultant written notice of the default or breach and a period of 10 days to cure. (Post Termination Procedure) (i) The Consultant understands and agrees that City may, acting reasonably and in good faith 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.

17. Indemnity. If Consultant is Design Professional performing design professional services, as defined California Civil Code section 2782.8, Consultant agrees to indemnify, defend, and hold harmless the City, its agents, officers, officials, employees and volunteers from and against any and all claims, demands, costs, or liability that arise out of, or pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant and its employees, officials, officers, agents or agents in the performance of services under this Agreement, but this indemnity does not apply to liability for damages arising from the sole negligence, active 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.

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, to the extent arising directly or indirectly out of any negligent or intentional act or omission , or intentional misconduct 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 or active negligence of the CITY.

EXHIBIT C: INSURANCE REQUIREMENTS FOR

PROFESSIONAL SERVICES
(Minimum Scope and Limit of Insurance). If the consultant maintains broader coverage and/or higher limits than the minimums shown above, the City of Modesto requires and shall be entitled to the broader coverage and/or the higher limits maintained by the consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Modesto.
(Self-Insured Retentions). All Self-insured retentions must be disclosed to Risk Management for approval and shall not reduce the limits of liability.

The City of Modesto may require the Consultant to purchase coverage with a lower retention or provide proof of the ability to pay losses and related investigations, claim administration, and defense expenses within the retention.
(Claims made Policies). 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. Consultant shall furnish the City of Modesto with original certificates and amendatory endorsements or copies of the applicable policy language affecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements are to be received and approved by the City of Modesto Risk Services before work commences.

However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them. The City of Modesto reserves the right to require complete, certified redacted copies of all required insurance policies, including endorsements required by these specifications, at any time. City reserves the right to obtain a redacted full certified copy of any insurance policy and endorsements. (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 circumstance , provided that any change in these insurance requirements will require approval from Consultant or Consultant’s subconsultants, as applicable.

EXHIBIT A
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1 Capitol Mall, Suite 500
Sacramento, CA 95814
916.679.8700
hdrinc.com
We practice increased use of sustainable
materials and reduction of material use.
© 2026 HDR, Inc., all rights reserved.

EXHIBIT A
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Table 1 - Estimated Work Effort and Cost
Task Task Description Project
Manager QA/QC
H&H Tech
Advisor and
QC
Consequence
s Tech
Advisor
Eng. Tech
Advisor and
QC
Grants &
Analysis Tech
Lead
Hydrology
Lead
Hydraulic
Lead Hydraulic EIT Flood Risk EIT Grant Support Senior WWTP Engineer Civil Lead Civil EIT Environmental Lead GIS/CAD Public Outreach Lead Stakeholder
Coordinator
Graphic
Designer
ADA/508
Compliance
Cultural and
Hazmat
Constructability Accounting Admin
Task 1 - Data Acquisition and Analysis

1.1 Obtain and Review Studies and Reports + Risk Management 10 2 4 8 10 2 13 24 14 5 92 0.00 0.00 25,231.56

1.2 Obtain/Review Regulatory Info. Describe & Master Plan Components 5 2 8 4 20 4 28 74 10 4 5 4 168 0.00 0.00 37,493.08

1.3 Field Surveys, Investigations & Identify Project Components 4 2 4 4 16 10 10 23 20 28 40 161 431.00 0.00 44,051.60

1.4 Hydrologic and Stream Data Acquisition + Mapping 4 2 0 10 16 0.00 0.00 3,561.36

1.5 River Hydraulic Model Acquisition + Tech Memorandums 6 2 10 2 28 20 8 18 94 0.00 0.00 18,251.35 25 8 4 8 16 36 8 4 68 20 0 6 64 52 54 0 0 0 8 5 5 0 22 413 431.00 0.00 109,792.21 Task 2 - Technical Studies H&H

2.1 Duplicate Effective Regulatory Model 4 8 12 0.00 0.00 2,309.04

2.2 Update Existing Conditions Model 4 4 12 80 100 0.00 0.00 18,521.14

2.3 Current Existing Model Calibration and Verification 4 4 12 40 60 0.00 0.00 12,651.48

2.4 Compare Existing Conditions and Duplicate Effective Model Results 8 20 28 0.00 0.00 5,218.20

2.5 Map Existing Conditions Floodplain 4 20 10 34 200.00 0.00 5,975.10

2.6 Draft H&H Technical Memorandum 1 2 8 4 4 21 8 8 8 64 200.00 0.00 14,187.17 1 2 8 12 0 0 8 44 189 0 0 0 0 0 0 18 0 0 0 8 0 0 0 8 298 400.00 0.00 58,862.13 Task 3 - Alternative Analysis

3.1 Identify Alternative Criteria 10 24 4 8 8 54 0.00 0.00 18,396.59

3.2 Develop Alternatives 2 1 4 6 2 10 15 4 20 64 0.00 0.00 15,451.75

3.3 Analyze Alternatives Based on Criteria 10 4 4 8 30 40 140 120 2 17 25 4 8 412 0.00 0.00 81,370.86

3.4 Identify Preferred Alternative 10 10 20 0.00 0.00 6,779.87

3.5 Draft Alternatives Analysis Technical Memorandum 2 0 6 4 4 0 8 24 0.00 0.00 5,119.59 34 1 4 8 8 76 0 40 144 124 0 8 35 40 16 28 0 0 0 0 0 0 0 8 574 0.00 0.00 127,118.67 Task 4 - Master Plan Development

4.1 Draft Implementation Strategy 5 0 4 4 2 5 10 0 5 0 35 0.00 0.00 9,760.73

4.2 Evaluate Regulatory Requirements 10 4 10 0 0 0 8 32 0.00 0.00 9,003.65

4.3 Identify Applicable Design Standards 2 8 20 13 24 67 0.00 0.00 16,917.04

4.4 Develop OPPC & OPCC 8 8 22 60 20 118 0.00 0.00 24,985.32

4.5 Conduct Final Benefit-Cost & Cost Effectiveness Analyses 2 22 24 80 0 0 24 152 0.00 0.00 27,181.00

4.6 Identify Technical Standards and Specifications Required 10 2 8 6 8 16 3 53 0.00 0.00 15,105.13

4.7 Develop Risk Register (under 1.1) 0 0 0 0 0 0 0 0 0 0.00 0.00 0.00

4.8 Develop Project Implementation Schedule 10 8 2 8 16 4 48 2,862.00 3,500.00 18,721.77

4.9 Identify Potential Supplemental Funding Sources 8 2 8 20 0 38 0.00 0.00 11,705.62 43 8 0 8 0 62 4 20 34 80 20 18 56 126 8 48 0 0 0 0 5 3 0 0 543 0.00 0.00 126,930.75 Task 5 -Public Outreach and Stakeholder Facilitation

5.1 Public Outreach 0 5 3 20 20 20 6 74 2,862.00 3,500.00 22,256.27

5.2 Agency Coordination and Meetings 0 0 0 0 0 0 0 0 0.00 0.00 0.00 0 0 0 0 5 0 0 0 0 0 0 0 3 0 0 0 20 20 20 6 0 0 0 0 74 2,862.00 3,500.00 22,256.27 Task 6 - Project Management

6.1 Kickoff Meeting, Agency Coordination and Meetings 23 4 2 4 2 4 22 20 12 1 94 415.00 0.00 24,670.33

6.2 Biweekly Project Coordination and Facilitation Meetings 56 5 5 30 40 30 6 22 194 431.00 0.00 45,131.01

6.3 Project Management and Administration 76 4 8 88 0.00 0.00 27,327.45

6.4 Project Closeout 4 2 8 4 18 200.00 0.00 4,411.54
159 6 0 6 9 2 0 0 0 0 0 0 9 0 0 0 52 60 42 6 0 0 16 27 394 1,046.00 0.00 101,540.34 COLUMN TOTALS 262 25 16 42 38 176 20 108 435 224 20 32 167 166 76 148 72 80 62 28 10 8 16 65 2,296 $ 4,739 $ 3,500 $ 546,500 Total HDR
Labor
Hours
HDR Expenses
($)
Sub Consultant
Cost
($)
Total Cost
($)
Subtotal Task 3
Subtotal Task 4
Subtotal Task 5
Subtotal Task 6
Subtotal Task 1
Subtotal Task 2
City of Modesto
Feasability Study & H&H Analysis of the Tuolumne River
5/20/2026 HDR Engineering, Inc.

EXHIBIT B
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EXHIBIT C – Insurance Requirement for Professional Services Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Consultant his agents, representatives, employees or subconsultants.

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

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 nonowned 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.

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

Additional Insured Status
The City of Modesto, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant’s insurance with coverage equal to ISO form CG 2010. If Completed Operations endorsement is required, a separate endorsement equal to ISO form CG 2037 is required.

Primary Coverage
The Additional Insured coverage under the Consultant’s policy shall be “primary and non-contributory” and will not seek contribution from the City’s insurance or selfinsurance 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. Any and all deductibles and SIRs shall be the sole responsibility of consultant or subconsultant who procured such insurance and shall not apply to the Indemnified Additional Insured Parties.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City of Modesto. #16..
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Claims Made Policies (applicable to Professional Liability only) If any of the required policies provide claims-made coverage:

1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

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

Verification of Coverage
Consultant shall furnish the City of Modesto with original certificates and amendatory endorsements or copies of the applicable policy language affecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City of Modesto Risk Services before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them. The City of Modesto reserves the right to require redacted copies of all required insurance policies, including endorsements required by these specifications, at any time. City reserves the right to obtain a redacted copy of any insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later.

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

Special Risks or Circumstances
City of Modesto reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances, provided that any change in these insurance requirements will require approval from Consultant or Consultant’s subconsultants, as applicable.

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

City of Modesto
Attn: Risk Management
1010 10th Street
Modesto, CA 95354
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

June 23, 2026
Date: May 6, 2026
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Jessica Hill, Director of Community and Economic Development SUBJECT: Fiscal Year 2026-27 Annual Assessment for Landscape Maintenance Assessment District No. 1
CONTACT: Edgar Garcia, Community Development Manager
[email protected], 209-577-5211
DESCRIPTION:

Hearing to consider approving Fiscal Year 2026-27 Diagram and Annual Assessment and ordering the Levy and Collection of Charges within Landscape Maintenance Assessment District No. 1 for Dry Creek Meadows Subdivisions Nos. 1-6. (Funding Source: Landscape Maintenance District No. 1)
STRATEGIC PLAN ELEMENT:

The recommended action supports the City of Modesto’s 2025-2026 Strategic Plan, Goal D to provide safe, efficient, and reliable infrastructure through proactive community investment, maintenance, and sustainability efforts.

BACKGROUND:

Landscape Maintenance Assessment District No. 1 (LMAD No.1) was formed on December 13, 1988 by Resolution No. 88-936, in accordance with California Streets and Highways Code Sections 22500 through 226791, to fund landscape maintenance in the public right-of way within street medians and areas adjacent to the concrete block walls in Dry Creek Subdivisions Nos. 1 through 6. LMAD No. 1 is located east of North McClure Road and southwest of Modesto Irrigation District Lateral No. 2 and Claus Road. A boundary map is provided as Attachment 2.
1 Landscape and Lighting Act of 1972
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City Council, June 23, 2026
Fiscal Year 2026-27 Annual Assessment for Landscape Maintenance Assessment District No. 1