Agenda packet — Economic Development Committee, September 2, 2026 (part 2 of 2)

ADDENDA CONFIRMATION
No addenda issued

QUESTIONNAIRE

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

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

Confirmed
PAYMENT TERMS AND METHODS*
Pass
Proposer is able to choose from either of the following payment methods and associated timings:

You will process the payment though your POS/Card terminal. The payment remittance will be sent from [email protected] via email and will contain the following information:
• 16-digit credit card number
• Expiration date
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[TAMO & LUCEY, INC., DBA HARTLEY AND ASSOCIATES] RESPONSE DOCUMENT REPORT RFP No. RFP-00045
On-Call After Hours Phone Answering Services
[TAMO & LUCEY, INC., DBA HARTLEY AND ASSOCIATES] RESPONSE DOCUMENT REPORT Request For Proposal - On-Call After Hours Phone Answering Services

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• Security code
• Total dollar amount of invoices to be paid
• Invoices reference numbers and corresponding amounts
ePay results in small percentage rebate of 1.0% to the City through the card issuer. That rebate amount will be considered by the City in its evaluation of Proposer’s pricing proposal hereunder. Information about enrolling in MasterCard ePay program can be obtained from the City’s contact listed on the Cover Page of this RFP.

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

Please select which option for payment terms and method you accept.

Option A (Preferred)

2. Proposer Company Information
PROPOSER COMPANY FULL LEGAL NAME*
Pass
Please provide the full legal name of the company on this proposal. It may already be provided elsewhere, but please provide here to confirm.

Tamo & Lucey, Inc.

PROPOSER COMPANY MARKETPLACE (OR DBA) NAME*
Pass
Please provide the Company Marketplace Name or DBA (if applicable). It may already be provided elsewhere, but please provide here to confirm.
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[TAMO & LUCEY, INC., DBA HARTLEY AND ASSOCIATES] RESPONSE DOCUMENT REPORT RFP No. RFP-00045
On-Call After Hours Phone Answering Services
[TAMO & LUCEY, INC., DBA HARTLEY AND ASSOCIATES] RESPONSE DOCUMENT REPORT Request For Proposal - On-Call After Hours Phone Answering Services

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NOTE: If the company is not operating under an additional name or a dba, then you may state "N/A" here.

Hartley and Associates
TYPE OF LEGAL ENTITY*
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Is the Proposer Company a Corporation, Limited Liability Company, Partnership, or Sole Proprietorship? If the Proposer Company is something other than one of the above options, please answer "No" here and you will be asked to provide more information after this question.

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

Corporation
LEGAL ENTITY STATE OF REGISTRATION*
Pass
In which State is the Proposer Company registered?
California
PROPOSER COMPANY HEADQUARTERS ADDRESS*
Pass
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[TAMO & LUCEY, INC., DBA HARTLEY AND ASSOCIATES] RESPONSE DOCUMENT REPORT RFP No. RFP-00045
On-Call After Hours Phone Answering Services
[TAMO & LUCEY, INC., DBA HARTLEY AND ASSOCIATES] RESPONSE DOCUMENT REPORT Request For Proposal - On-Call After Hours Phone Answering Services

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Please provide the full street address for the headquarters of the Proposer Company. Be sure to include the following:
• Full Street Address
• City
• State
• Country
• Postal Code
3633A Montgomery Dr.

Santa Rosa
CA
USA
95405

COMPANY WEBSITE ADDRESS
Pass
Please provide the full company website address for the Proposer Company. www.hartley-associates.com
PROPOSAL CONTACT PERSON DETAILS*
Pass
Please provide the following information for the Contact person for this proposal:
• Name
• Title
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[TAMO & LUCEY, INC., DBA HARTLEY AND ASSOCIATES] RESPONSE DOCUMENT REPORT RFP No. RFP-00045
On-Call After Hours Phone Answering Services
[TAMO & LUCEY, INC., DBA HARTLEY AND ASSOCIATES] RESPONSE DOCUMENT REPORT Request For Proposal - On-Call After Hours Phone Answering Services

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• Phone (Office)
• Phone (Mobile)
• Mailing Address (Street Address, City, State, Postal Code) • Fax Number
• Email
Cheri L. Tamo, President/CEO
707-526-9950 Office
707-529-8957 Mobile
3633A Montgomery Dr., Santa Rosa, CA 95405
FAX: 707-583-7755
Email: [email protected]
FEDERAL TAXPAYER IDENTIFICATION NUMBER (TIN)*
Pass
Please provide the Proposer Company's Federal Taxpayer Identification Number here. 20-4388607

DUNS & BRADSTREET (DUNS) NUMBER
Pass
Please provide the Proposer Company's Duns & Bradstreet (DUNS) Number here. 627 841 872
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[TAMO & LUCEY, INC., DBA HARTLEY AND ASSOCIATES] RESPONSE DOCUMENT REPORT RFP No. RFP-00045
On-Call After Hours Phone Answering Services
[TAMO & LUCEY, INC., DBA HARTLEY AND ASSOCIATES] RESPONSE DOCUMENT REPORT Request For Proposal - On-Call After Hours Phone Answering Services

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PROPOSER OFFICER NAMES AND TITLES*
Pass
Please provide the Names and Titles of the Top Three Proposer Officers in the following manner:
• Full Name, Full Title
• Full Name, Full Title
• Full Name, Full Title
Cheri L. Tamo, President/CEO
Kellie Richardson - Operations and Customer Service Manager Amanda Hackleman - Staffing and Programming Manager
YEARS IN BUSINESS*
Pass
For how long has the Proposer Company been in business? Please indicate in number of years.

The company has been in business 47 years; 20 years under current ownership.

CLOSEST PROPOSER OFFICE*
Pass
Please provide the address for the Proposer Office closest to the City of Modesto. Please be sure to provide:
• Full Street Address
• City
• State
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[TAMO & LUCEY, INC., DBA HARTLEY AND ASSOCIATES] RESPONSE DOCUMENT REPORT RFP No. RFP-00045
On-Call After Hours Phone Answering Services
[TAMO & LUCEY, INC., DBA HARTLEY AND ASSOCIATES] RESPONSE DOCUMENT REPORT Request For Proposal - On-Call After Hours Phone Answering Services

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• Country
• Postal Code
3633A Montgomery Dr., Santa Rosa, CA USA 95405
CITY OF MODESTO BUSINESS LICENSE*
Pass
Does the Proposer Company currently possess a valid City of Modesto Business License? NOTE: An answer of "No", does not exclude the proposal from evaluation as it is not required until the contract begins.

No
PROPOSER FINANCIAL STATEMENTS*
Pass
Minimum Qualifications are mandatory for proposal consideration, and at a minimum shall include the following:

Financial Stability:

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

A separate document shall be provided and signed under penalty of perjury by the proposer’s financial officer or owner that explains the proposer’s inability to provide statements for a fiscal period that ended at least eight (8) months before the required date of submittal, if such inability exists.
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[TAMO & LUCEY, INC., DBA HARTLEY AND ASSOCIATES] RESPONSE DOCUMENT REPORT RFP No. RFP-00045
On-Call After Hours Phone Answering Services
[TAMO & LUCEY, INC., DBA HARTLEY AND ASSOCIATES] RESPONSE DOCUMENT REPORT Request For Proposal - On-Call After Hours Phone Answering Services

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One complete set of Financial Statements shall be submitted within two (2) business days of City request. Financial Statements, whether delivered via email, by an employee of the proposer, U.S. Postal Service, courier or package delivery service must be received by the City of Modesto, Purchasing Division within two (2) business days of request. Financial statements delivered via email should be sent to [email protected]. If sent via email, proposer is encouraged to follow-up with a phone call to Armando Fabro at (209) 577-5420, to confirm receipt. Failure of proposer to provide requested documents within two (2) business days, may disqualify proposer from further consideration. The City of Modesto assumes no responsibility for delay in the delivery of the Financial Statements to the City.

CITY OF MODESTO, PURCHASING DIVISION
1010 10TH STREET, SUITE 5300
ATTN: Armando Fabro
On-Call After Hours Phone Answering Services #RFP-00045 MODESTO, CA 95354
By checking the box below, Proposer confirms that they understand the financial statement requirements as set forth above.

Confirmed

3. City Forms
PROPOSER EXCEPTIONS, CLARIFICATIONS, AMENDMENTS?*
Pass
Does the Proposer have any exceptions, clarifications, or amendments to this RFP, sample agreement, or its associated specifications? No
PROPOSER CUSTOMER REFERENCES*
Pass
Please download the below documents, complete, and upload. • Proposer_Customer_Reference...
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[TAMO & LUCEY, INC., DBA HARTLEY AND ASSOCIATES] RESPONSE DOCUMENT REPORT RFP No. RFP-00045
On-Call After Hours Phone Answering Services
[TAMO & LUCEY, INC., DBA HARTLEY AND ASSOCIATES] RESPONSE DOCUMENT REPORT Request For Proposal - On-Call After Hours Phone Answering Services

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Hartley_and_Associates_Customer_References_Form-2.pdf
FINANCIAL INTEREST DISCLOSURE*
Pass
Please download the below documents, complete, and upload. • Financial_Interest_Disclosu...

Financial_Interest_Disclosure_Form_RFP.pdf
PROPOSER COMPANY HISTORY STATEMENT*
Pass
Please download the below documents, complete, and upload. • Proposer_Company_History_St...

Hartley_and_Associates_Company_History_Statement.pdf
PROPOSER EXPERIENCE AND CERTIFICATIONS*
Pass
Please download the below document, complete, and upload. • Proposer_Experience_and_Cer...

Hartley_and_Associates_Experience_and_Certifications(10).pdf CALIFORNIA LEVINE ACT DISCLOSURE*
Pass
Please download the below documents, complete, and upload. • Modesto_Levine_Act_Statemen...

Modesto_Levine_Act_Statement_Form.pdf
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[TAMO & LUCEY, INC., DBA HARTLEY AND ASSOCIATES] RESPONSE DOCUMENT REPORT RFP No. RFP-00045
On-Call After Hours Phone Answering Services
[TAMO & LUCEY, INC., DBA HARTLEY AND ASSOCIATES] RESPONSE DOCUMENT REPORT Request For Proposal - On-Call After Hours Phone Answering Services

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4. Additional Proposal Items

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

Only include pricing under the Pricing Schedule section of this RFP.

Hartley_and_Associates_Invoice_Example.pdf
More_Information_about_Hartley_and_Associates_.pdf
W-9_Tamo_&_Lucey,_Inc._Hartley_and_Associates.pdf
SUBMITTAL CONFIRMATION*
Pass
Proposer hereby certifies that all information provided within this submittal is accurate to the best of their knowledge and acknowledges that they have provided proof of their authority to submit a proposal on behalf of the stated Company Name committing them to the information contained within said submittal.

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

Confirmed

PRICE TABLES

AFTER HOURS PHONE ANSWERING SERVICES
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[TAMO & LUCEY, INC., DBA HARTLEY AND ASSOCIATES] RESPONSE DOCUMENT REPORT RFP No. RFP-00045
On-Call After Hours Phone Answering Services
[TAMO & LUCEY, INC., DBA HARTLEY AND ASSOCIATES] RESPONSE DOCUMENT REPORT Request For Proposal - On-Call After Hours Phone Answering Services

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Line Item Description Estimated
Monthly
Usage
Unit of
Measure
Unit Cost Total
1 Monthly Dispatch Service - Incoming 2,500 Minutes $1.35 $3,375.00 2 Monthly Dispatch Service - Outgoing to On-Call Personnel (includes telephone, email and text messages)
500 Minutes $1.35 $675.00
TOTAL $4,050.00
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PROPOSER CUSTOMER REFERENCES FORM
Proposer shall provide a list of five current or former customers able to discuss prior experience with similar type of services requested by the City in the above-referenced RFP. Proposer’s references shall have similar volume and requirements to the City of Modesto’s as described in the above-referenced RFP. Proposers failing to provide references may be deemed as non-responsive.

The City may contact some or all of the references provided in order to determine the Proposer’s performance record on services similar to that described in the above-referenced RFP. The City reserves the right to contact references other than those provided in Proposer’s submission and to use the information gained from them in the award process.

Company Name:

Address:

City, State, Zip Code:

Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Service:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code:

Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Services:

Annual Contract Value $
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Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Services:

Annual Contract Value$
Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Services:

Annual Contract Value$
Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Services:

Annual Contract Value$
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PROPOSER COMPANY HISTORY STATEMENT
Company History Statement - Proposer shall have been in business for a minimum of three continuous years (immediately prior to the time of the City’s solicitation) providing the services described in this Invitation for Proposals (RFP).

The Proposer’s company history overview statement shall be approximately one to three pages in length and inserted below:

Proposer Company Legal Name: Insert Proposer Logo Here (if existent):

Insert Proposer Company History Overview Statement Beginning Here:
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1 HARTLEY AND ASSOCIATES EXPERIENCE
Staff Experience:

Hartley and Associates answering service has been supporting the City of Modesto since 2016. Our management team, as well as our telephone agents are experienced and qualified to efficiently dispatch calls to each of the city’s departments. We continue to work closely with the Modesto team to ensure our data is up-todate and we are addressing all issues accurately. We have the experience to continue supporting the City of Modesto throughout the next contract period. And, we would like to express that the Modesto team, from those in management and administration to the techs in the field, are always a pleasure to work with.

Cheri L. Tamo
President & CEO 2006 to present
Cheri Tamo has owned and operated Hartley and Associates answering service since February 2006. Under her leadership, Ms. Tamo has made substantial investments in the company’s technology, as well as investing in Hartley’s employees, advancing the company’s capabilities and professionalism. Ms. Tamo’s prior experience includes ten years in procurement and contract negotiations, ten years in high-tech management and marketing, as well as working with a start-up technology company and a non-profit organization. She also earned a Bachelor of Science degree in Business Administration and Accounting. Ms. Tamo has led the Hartley team through the initial launch of the first City of Modesto agreement and continues to play a key role in oversite of the current contract.

Kellie Richardson
Operations & Customer Service Manager 2011 – present
Kellie Richardson joined Hartley and Associates in 2001. With her ability to learn quickly, manage teams and provide exemplary customer service, Kellie was quickly promoted and continues to grow in her breadth of responsibilities. She currently oversees the company’s daily operations and is the main point of contact for all customer-service related business. She oversees the management of client updates, on-call schedules, and client inquiries. Prior to joining Hartley’s, Kellie held management positions in retail and the restaurant industry where she was responsible for all aspects of business from hiring and scheduling staff, to accounts payable and procurement. Kellie’s ability to easily handle new responsibilities, and her innate desire to deliver exceptional customer service has made her a valuable member of the Hartley team.

Amanda Hackleman
Staffing & Programming Manager 2022 – present
Amanda Hackleman came to the answering service industry in 2007. She started as a telephone agent and quickly advanced to larger roles with greater responsibility. Amanda joined Hartley and Associates in 2022, leading and managing all staff hiring and training, as well as client account programming. Amanda’s technical abilities and attention to detail, combined with her ability to attract and retain top employees has enabled Hartley’s to achieve sustained growth and consistent customer satisfaction.

In addition to our top management team, we have several staff members who either lead or supervise each of our three shifts that cover 24/7/365. Our leads and supervisors are experienced team members who are familiar with each of our clients’ accounts and are well trained in our answering service programs and software. These staff members provide support to the other agents, and handle daily issues such as last-minute on-call changes, #4..
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2 temporary changes in client hours or instructions, and escalations when an on-call cannot be reached.

The primary management team, Cheri Tamo, Kellie Richardson, and Amanda Hackleman, address all other escalations, trainings, programming updates, and customer-service related issues.

Hartley and Associates prefers to keep its management team lean and its workforce robust. Fewer managers along with more team members staffing the phones gives our clients quick access to managers who can provide timely assistance, and keep the phones well staffed and phone calls answered.

Our average length of service is 7 years. We are always hiring and training new agents, and we are fortunate to have experienced managers and supervisors for onboarding and training. #4..
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California Levine Act Disclosure
California Government Code Section 84308, also known as the "Levine Act", prohibits City “officers” from participating in any action related to a license, permit, or other entitlement for use (a “proceeding”) if such member accepts, solicits, or directs political contributions from a party to the proceeding or their agent totaling more than $500 while the proceeding is pending before the agency, and for twelve (12) months following the date a decision concerning the proceeding has been made. The Levine Act also requires disclosure of such contribution by a party to the proceeding.

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

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

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

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

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

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

_____________________________
Company/Applicant Name
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3633A Montgomery Dr.

Santa Rosa, CA 95405

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Invoice Date: 01/16/2026
Account Number: 1776
Invoice Number: 177601162026
Due Date: Upon Receipt

INVOICE
City of Modesto
Water Division
501 N. Jefferson St.

Modesto, CA 95354
Total Due On Account
$662.68
Please return top portion with your payment
Usage From: 12/16/2025 To: 01/15/2026
Description Charges
Agent Time 566.42 minutes @ $1.17 $662.71
Total Charges This Invoice: $662.71
Payments and credits applied to this invoice:

Date Payment Credit
01/15/2026 Credit Card $0.03 $0.00
Account Usage Summary:

Description Quantity
Inbound Calls 11.00
Outbound Calls 151.00
Account Summary:

Current 30 Days 60 Days 90 Days+ Account
Balance
$662.68 $0.00 $0.00 $0.00 $662.68
Date of Last Payment: 01/16/2026 Amount: $709.24
Thanks so much for your prompt payment.

Thank you for your business.

Thank you for your timely payment.

Please include your account number 1776 on your check.

Please Remit To:

Hartley and Associates
3633A Montgomery Dr.

Santa Rosa, CA 95405
707-526-9950
Total Due On Account
$662.68
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1 More Information about Hartley and Associates
It has been our sincere pleasure, here at Hartley and Associates answering service, to support the City of Modesto these past two contract periods. Your management team is professional, courteous, and always helpful. My staff also consistently tell me how much they enjoy working with your on-call technicians. We truly appreciate their up-beat, can-do attitudes, even when we’re calling them multiple times in the middle of the night.

Below is some additional, more detailed information about our company that might be of interest. Botton line, we’ve made further investments to advance our quality and customer-service goals, business continuity and data protection, as well as online access available for select clients to messages and recordings.

Thank you for trusting us these past several years, and for the opportunity to present our proposal to you once again. We hope to be working with you for another five years.

Sincerely,
Cheri L Tamo
President / CEO
Hartley and Associates
• Reporting and Call Center Technology
• Employee Retention - Training and Staffing
• Business Continuity and System Backups
Important new information over prior bids is marked by an asterisk * Reporting and Call Center Technology
* New: Online access to messages and call recordings
Hartley and Associates now offers select clients access to messages and call recordings through our secure on-line portal. Hartley’s provides a unique login and password.

Messages and recordings can be accessed through the Login tab on the website [email protected]. This feature would be available to the City of Modesto should we be awarded the contract.
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2 While your calls are forwarded to Hartley and Associates, our Telephone Service Representatives will be handling your calls according to your specific needs and requirements. All questions you deem necessary are asked. Based on your predetermined criteria, calls are documented and dispatched as instructed.

Hartley and Associates uses Startel Contact Management Center and Softswitch call routing. Customer profiles are customizable as well as answer phrases, key questions, and escalation procedures. This system tracks call times and actions taken.

Representatives utilize this state-of-the-art software to review the questions you need answered, determine the level of urgency, and record all the details necessary to relay urgent message to your on-call staff, or non-urgent messages to your office personnel.

Report information includes but is not limited to:
▪ Number of Incoming calls
▪ Number of Outbound calls
▪ Date & Time of in and out calls
▪ Calls Patched (connected to the on-call)
▪ Call Duration
▪ Caller Name / Caller ID
▪ Caller contact information
▪ Reason for call / emergency reported
▪ Detailed Activity Trace – Actions taken
▪ Calls Dispatched
▪ Department / Person message was relayed to
▪ Date and Time message was relayed
Urgent calls, daytime overflow, and lunch services:

If your contact protocol includes reaching emergency responders or on-call staff, our representatives will assess the urgency of the call based on your specific protocols, and relay accordingly. Urgent calls or vital information can be relayed to you via text, email, fax, or phone call. Group dispatching is also available. Non-urgent daytime, lunch, or after-hours calls can be delivered to the office as received or batch delivered as requested, or accessed through our online portal.

Reporting and Delivery:

Call reports can be requested daily, weekly, monthly, or according to a custom time frame. These reports can be delivered via emailor fax. Messages are stored in our secure system for a maximum of 90 days. Our customer portal offers clients the ability to access messages independently at their convenience. #4..
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3 Advanced reporting may require more than one report in order to detail all requested criteria.

Employee Retention - Training and Staffing
Average years of service = 7
Quality Is Our Highest Priority
Innovation and growth are important elements of an excellent business model, but quality and customer service are of utmost importance at Hartley and Associates. Our rigorous hiring and training processes ensure that we hire Telephone Service Representative with the necessary skills, temperament and experience to process calls professionally, courteously, and accurately.

Hartley and Associates is committed to developing quality control policies that allow us to assess prospective candidates, and to regularly monitor the quality and effectiveness of our representatives’ work for our clients. Incentive programs help us to ensure longevity and employee retention while maintaining our highperformance standards. Hartley representatives are monitored for call quality as well as accuracy. Recordings are reviewed regularly by management and reviewed with telephone representatives.

Evaluations are based on the following criteria
• Phone presence – warm, helpful, courteous tone and manner • Ability to lead the call politely and professionally
• Answer time/ wait time/ efficiency / ability to manage multiple calls • Clerical speed, accuracy, and service rep efficiency
• Use of customer specific answer phrase and adherence to protocol • Answering every call promptly, reducing wait time, increasing number of calls taken • Ability to relay vital information precisely
• Problem solving skills
• Maintaining professional ethics and standards
Call Monitoring and Scoring
Hartley and Associates recently implemented an advanced call-scoring program that helps our agents learn more quickly, and provides them with daily feedback on their call performance. The program is called QATSI which is a quality-monitoring program based on the standards of ATSI – the Association of TeleServices #4..
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4 International. The program reviews several call recordings per week and provides a percentage rating on various call criteria. We’ve invested in this program to help our staff grow professionally, and to continually improve service to our clients.

In-house Training and testing
In addition to Hartley’s training requirements we regularly implement customerspecific trainings and protocol for our representatives. We are able to customize our procedures and scripts to meet your exact needs. Hartley will implement protocols according to your specifications. From the questions you ask, to unique escalation protocols. From how we deliver messages to the details you request on reports; your service is completely customizable.

Telephone service representatives benefit from our regularly scheduled trainings.

Customers are encouraged to request topics/content to be included in development with our management staff that may better help us meet your needs. Customerspecific details are integrated into our trainings and help us deliver the quality services we promise.

Training topics include but are not limited to:
• The use of correct grammar and speech to increase communication with callers • Nuances of body language as it is perceived over the phone • Answering with “a smile in your voice”
• How to courteously and professionally lead a call
• Effective communication, data collection, questioning, and answering • Negotiating difficult or stressful situations / problem solving with tact and professionalism
• Going above and beyond / techniques for maximizing customer and caller satisfaction
• How to record and deliver concise and accurate messages • How to navigate deviations from scripts and unknown problems Business Continuity and System Backups
To ensure the highest levels of service up time, Hartley and Associates has instituted multi-layers of systems and power redundancy.

Hartley and Associates’ call-center management system, Startel CMC and Softswitch, is hosted by Excel Telemessaging located in Irvine, California. Excel maintains fully redundant backup servers for both the CMC and Softswitch. Excel also maintains battery backup via a UPS (uninterrupted power supply) as well as a backup generator to maintain power at all times. In addition, Excel retains a Homeland Security designation which gives priority status when restoring any service outages. Excel’s voice services guarantee 99.99% uptime and 99.999% uptime for internet services.
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5 Hartley employs additional measures to ensure consistent uptime. Below is our most current business continuity information. This multi-layer strategy means that Hartley and Associates provides among the highest service uptimes in the industry. * Updated: January 2026
Our latest evolution to our business continuity and emergency preparedness plans is the addition of a secure colocation. Our primary systems are now housed in a secure colocation with generator power and redundant internet services. In the event of a total failure at the colocation, our systems are replicated at a second secure location which also has backup generator power and redundant internet services. Our phone systems can connect to our carrier from multiple locations at the same time. We also perform local backups of all data on a regular daily, weekly, and monthly basis, and these backups are transferred offsite for secure storage.

Updated: September 2020
HARTLEY’S ANSWERING SERVICE – BUSINESS CONTINUITY &
Emergency Preparedness
To continue operations during power outages, evacuations, emergencies, acts of God.

1. For power outages, we have a large UPS battery backup to keep our services running for at least four hours.

2. If a power outage lasts longer than four hours, we have a gasoline generator with unlimited operating duration. (note: We have a backup supply of gasoline on and offsite, but since it is dangerous to store large amounts of gasoline, if all gas stations in the area are shut down due to an extreme act of God –ex. major earthquake, then it is possible we will run out of backup power until gas is available.)

3. We have backup servers for redundancy to protect our data in the event of a cyber- attack or ransom-ware attach.

4. We have redundant internet services that run parallel, shifting our call traffic to whichever path is fastest and available. Both services have additional on-site battery backups to keep them operating.

5. Our office is located in an area less prone to evacuations and power outages. Unless planned outages by PGE are extremely wide spread, we are unlikely to be affected.

6. If our office is in a location requiring evacuation, all of our staff members are able to work remotely and can access internet services from our southern California sister site if needed.

7. If we experience wide-spread evacuations and power outages and are unable to work from our Santa Rosa office or remotely, we will route our #4..
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6 calls to our sister service in southern California for additional resources.

8. If call volumes become extreme during emergencies causing long hold times, we will activate a pre-recorded message defining the emergency and offering additional information as appropriate.

We have gone to great expense and planning to ensure we can continue to provide service during emergency conditions. However, during disasters or acts of God that impact multiple services (phone, power, internet, cellular) and large geographic areas, we encourage our clients to have their own backup plan prepared until services are restored.
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1 REQUEST FOR PROPOSALS (“RFP”) NO. RFP-00045
FOR

ON-CALL AFTER HOURS PHONE ANSWERING SERVICES
PROPOSALS DUE: January 20, 2026 at 11:00 am
CITY OF MODESTO CONTACT: Armando Fabro, Buyer
E-MAIL ADDRESS: [email protected]
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2 Table Of Contents

NOTICE TO PROPOSERS

CALENDAR OF EVENTS

VIRTUAL BID OPENING

GENERAL PROPOSAL REQUIREMENTS

AWARD OF AGREEMENT

PRICING SCHEDULE

PROPOSAL

TECHNICAL SPECIFICATIONS AND REQUIREMENTS

SAMPLE STANDARD AGREEMENT FOR CONSULTANT SERVICES
EXHIBIT C: INSURANCE REQUIREMENTS FOR SERVICES
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3 NOTICE TO PROPOSERS
NOTICE IS HEREBY GIVEN that the City of Modesto, County of Stanislaus, State of California (“City”), will receive proposals (each, a "Proposal") through its OpenGov Procurement portal from qualified Proposers (each, a “Proposer”) for the furnishing of On-Call After Hours Phone Answering Services (the “Services”) for the City of Modesto, Finance Department, Purchasing Division. Proposals are due prior to 11:00 am on Tuesday, January 20, 2026.

Any equipment, materials, and supplies shall be furnished F.O.B. City of Modesto (delivery charges borne by Proposer, included in the Services pricing herein, and not separately charged to the City). Proposers are highly recommended to download all RFP documents from the City’s Purchasing Division website at https://procurement.opengov.com/portal/modestogov/projects/202837; RFP documents shall include all specifications necessary for Proposers to submit a responsive Proposal.

Each Proposal shall be submitted electronically through the City's OpenGov Procurement portal prior to 11:00 am on Tuesday, January 20, 2026 at which time Proposals will be opened and recorded. All Proposals shall be available for review following City Council award approval at the Purchasing Division, 1010 Tenth Street, 5th Floor, Suite 5300, Modesto, CA 95354.

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

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

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

No Proposer may withdraw its Proposal for a period of one hundred twenty (120) days after the date set for the opening thereof.
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4 CALENDAR OF EVENTS
RFP Issued: November 25, 2025
Questions Due via City's OpenGov
Procurement portal:

December 9, 2025, 5:00pm
Addendum Issued (if required): December 23, 2025
Proposal Due Date & Time: January 20, 2026, 11:00am
Approximate Contract Award Date: May 2026

CITY CONTACT
All questions regarding these specifications, terms, and conditions shall be submitted through the Question & Answer area of the City's OpenGov Procurement portal prior to 5:00 pm on Tuesday, December 9, 2025. The City will respond to questions through the OpenGov portal where answers can be found in the Question & Answer tab; however, if a response to a question elicits a change to the bid documents, an addendum will be posted through the OpenGov portal under the Addenda & Notices tab. All contact between Proposer and the City regarding the Proposal process shall be through the City's OpenGov Procurement portal. Attempts by the Proposer to contact City personnel regarding this RFP and associated process may result in disqualification of the Proposer. Notwithstanding the foregoing, information intentionally or unintentionally provided by any person other than the City Contact may not be correct and will not be binding upon the City.

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

PRECEDENCE
Proposer agrees that any agreement resulting from City’s acceptance of its Proposal, together with the terms in any City agreement and associated specifications provided by the City to Proposer therewith, shall comprise the entire agreement between City and Proposer. Moreover, Proposer agrees that any additional or contrary terms contained in Proposer’s acknowledgement of, shall be null and void. #4..
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5 VIRTUAL BID OPENING
The City of Modesto will be broadcasting Proposal openings live electronically via Microsoft Teams at 11:00 am (Pacific Time) on Tuesday, January 20, 2026. The City Clerk Record of Proposal document should be available on the City's OpenGov Procurement portal by the end of the same day.

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

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

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

Before submitting the Proposal, make sure to review all files to avoid submitting duplicate Proposals and forms.

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

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

ADDENDA
In order to obtain any addenda information, throughout the RFP period, Proposer is responsible for regularly checking this RFP on the City of Modesto’s OpenGov Procurement portal at https://procurement.opengov.com/portal/modestogov/projects/202837. Changes identified in any addenda issued will modify this RFP and specifications. The addenda will become a part of this RFP and Proposer’s resultant Proposal. Proposer shall individually acknowledgement every addendum as part of their proposal to indicate that the Proposer has confirmed that it has received all addenda issued for RFP and has included costs for such in the Proposal submitted. Failure to acknowledge all issued addenda may cause Proposer’s Proposal to be considered nonresponsive.

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

COMPLETE PROPOSAL DOCUMENT
The following City of Modesto forms provided with this RFP constitute the makeup of a complete Proposal document and shall be signed wherever indicated and be submitted to the City as required by this RFP. Before submitting the forms, make sure to review the form to avoid submitting duplicate forms.

Failure to furnish any of these documents or information required within such documents may result in disqualification of Proposer.
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7 • Pricing Schedule
• Proposer Exceptions, Clarifications, Amendments (if applicable) • Proposer Customer References
• Financial Interest Disclosure
• Proposer Company History Statement
• Proposer Financial Statements
• Addenda Acknowledgement
• Proposer Experience and Certifications
• California Levine Act Disclosure

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

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

PROPOSED PRICING FORMAT
• The cost of labor, equipment, fuel, licenses, bonds, permits, and insurance necessary to perform the required services shall be included in Proposal pricing, along with Proposer’s profit margin and any other cost factors.
• Unless otherwise stated, the Proposer agrees that, in the event of a price decline, the benefit of such lower pricing shall be extended to the City.
• The City of Modesto shall not pay mileage charges or travel time from the Contractor’s place of business to the job site, or from site to site, or for the Contractor’s travel time to pick up materials. • Proposer shall use the pricing schedule provided in this RFP to present Proposal pricing. No other form or format shall be accepted. Proposal must be submitted on the Pricing Schedule provided. No alterations may be made to the pricing schedule. Any exceptions, amendments or adjustments should be noted on the Exception, Clarification, Amendments Form. #4..
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8 • The Pricing Schedule shall only be provided as part of the Pricing Schedule section of the proposal and not included under any other areas.

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

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

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

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

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

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

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

4. Patent Indemnity: Proposers who do business with the City shall hold the City, its officers, agents and employees, harmless from liability of any nature or kind, including cost and expenses, for infringement or use of any patent, copyright or other proprietary right, secret process, patented or unpatented invention, article or appliance furnished or used in connection with the contract or purchase order.
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10 5. Samples: Samples of items, when required, shall be furnished free of expense to the City and if not destroyed by test may upon request (made when the sample is furnished), be returned at the Proposer’s expense.

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

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

Information about enrolling in MasterCard ePay program can be obtained from the City’s contact listed on the Cover Page of this RFP.
b. Option B – Manual Check: On Net 45 Day timing, the City will mail a hardcopy check to Bidder. The payment will be deemed to have been made when the check envelope is mailed via US Postal Service First Class Mail. The timing of the mailing will be at the end of the Net 45 Day period. Additional time should be estimated by the Bidder for the check to be in transit, and to await deposit and clearance by Bidder staff.

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

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

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

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

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

Protest Procedures
• Only a Proposer who has actually submitted a Proposal is eligible to submit a protest against the City’s Announced Decision.
• Subcontractors are not eligible to submit bid protests. • A Proposer may not rely on the bid protest submitted by another bidder, but must timely pursue its own protest.
• A written protest to an Announced Decision must be made to the City of Modesto's Director of Finance no later than ten days after the date of the Announced Decision. • The protest shall be delivered or sent by registered mail and received by the deadline, or protest will be automatically rejected. Protestors who choose to be represented by legal counsel are responsible for the associated expenses.
• The protest shall be accompanied by a certified or cashier's check in the amount of $300.00, (except for protests of Federally Funded agreements) made payable to the Clerk of the City of Modesto. Protests filed without the requisite fee will be rejected without any additional review. • The protest filed with the Director of Finance shall:

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

A. Protest to Director of Finance: Upon receipt of a complete and timely protest, the Director of Finance shall review all the submitted materials and shall create and retain a written record of the review. The Director of Finance shall respond at least generally to each material issue raised in the protest not later than ten (days after receipt of the protest. Notice of the Director of Finance's decision may be given by letter mailed through U.S. Postal Service. #4..
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13 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 further decision of the Director of Finance decision may be appealed in writing to the City of Modesto's Deputy City Manager(s) no later than ten days after the date of the Director of Finance’s Decision. The scope of the appeal shall be limited by the issues raised in the initial protest to the Director of Finance. The Deputy City Manager shall not be permitted to review any newly raised issues. The Deputy City Manager shall review the appeal, accompanying supporting documents, if any and the written records of the protest review by the Director of Finance. A written record of the Deputy City Manager's review shall be created and maintained. The Deputy City Manager shall give notice of their decision to the protestor within ten days after receipt of appeal.

Further protest appeals shall either be delivered to:

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

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

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

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

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

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

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

The protest shall be heard not later than twenty days after receipt of protestor's request for hearing and the selection of a hearing officer. Protests not made in a timely manner shall be deemed withdrawn, unless the City and the protestor mutually agree otherwise in writing. The protestor’s failure to accept a hearing officer after the third attempt by City staff to identify an impartial hearing #4..
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15 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.
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16 AWARD OF AGREEMENT
• The City may award one or more agreements to one or more Proposer in order to provide for backup, or in case the “primary” contractor is unable to meet the City’s needs. • The City reserves the right to decline to award any agreement if it is determined that the proposed pricing is not competitively priced based on similar agreements with public agencies within the State of California or if the bids received fail to meet the City’s requirements. • The City reserves the right to select that Proposal, which best suits the City’s needs. Price is only one factor that will be considered by the City when awarding an agreement. Regardless of City staff’s recommendation, the City Council reserves the right to award an agreement to the Proposer that best suits the City’s needs as determined by the City Council whether or not said award is consistent with City staff’s recommendation for award.
• The City will appoint a selection committee to evaluate each Proposer’s submitted Proposal. The City will evaluate Proposals on a 100-point scale based upon the following weighted scoring:

No. Evaluation Criteria Scoring Method Weight (Points)

1. References
Positive or negative feedback from the
references.

Points Based 5
(5% of Total)

2. Experience
• Experience, level of expertise and
qualifications of the individuals
(Managers) that will directly support
this account.
• Qualifications of the individuals
(Dispatchers/Supervisors) who will
directly support this account and be
involved in meeting the day to day
requirements of the services
requested.

Points Based 20
(20% of Total)

3. Call Center Location
Location (physical address) of the office
serving this account.

Points Based 15
(15% of Total)
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17 4. Reporting/Quality Management
Company's capability to record, review and
archive messages.

Points Based 20
(20% of Total)

5. Employee Retention Program/Training
and Staffing
• Average number of years managers
and dispatchers have been employed
with the company.
• Training programs for managers and
dispatchers.
• Employee staffing level requirements,
managers and dispatchers, for shifts
receiving after hours calls.

Points Based 15
(15% of Total)

6. Contingency Planning and System Backup
Company's contingency back-up and disaster
recovery program, including all off-site
facilities.

Points Based 10
(10% of Total)

7. Cost
Lowest cost receives maximum point value.

Formula is lowest cost/ by evaluated cost X
available points.

Reward Low Cost 15
(15% of Total)
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18 PRICING SCHEDULE
All labor, materials, equipment, tools, fuel, licenses, bonds, insurance and other expenses necessary for Proposer to perform the required services shall be included in Proposal pricing. Proposal must be submitted on the below Pricing Schedule provided. No alterations should be made to the pricing schedule. Any exceptions, amendments or adjustments should be noted on City Form provided for Exceptions, Clarifications, and Amendments.
**In instances where extended pricing is requested within a proposal, and in cases where this results in a discrepancy between a unit price and an extended price, the unit price will be presumed to be correct, subject, however, to correction to the same extent and in the same manner.** Only include the Pricing Schedule under this section of your proposal.

NOTE TO PROPOSERS: Be sure to enter leading "0." for dollars amounts less than $1

AFTER HOURS PHONE ANSWERING SERVICES
Line Item Description Estimated
Monthly
Usage
Unit of
Measure
Unit Cost Total
1 Monthly Dispatch Service -
Incoming
2,500 Minutes
2 Monthly Dispatch Service -
Outgoing to On-Call Personnel
(includes telephone, email and text
messages)
500 Minutes
TOTAL
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ON-CALL AFTER HOURS PHONE ANSWERING SERVICES
19 PROPOSAL
Proposer’s submission should include all City of Modesto forms as provided. If any form is not applicable, Proposer should write or type “Not Applicable” on it but still include the form in your submission. Before submitting the forms, make sure to review the forms to avoid submitting duplicate forms.

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

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

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

ON-CALL AFTER HOURS PHONE ANSWERING SERVICES
20 Please select which option for payment terms and method you accept. ☐ Option A (Preferred)
☐ Option B
*Response required

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

NOTE: If the company is not operating under an additional name or a dba, then you may state "N/A" here.
*Response required
TYPE OF LEGAL ENTITY*
Is the Proposer Company a Corporation, Limited Liability Company, Partnership, or Sole Proprietorship? If the Proposer Company is something other than one of the above options, please answer "No" here and you will be asked to provide more information after this question. ☐ Yes
☐ No
*Response required
When equals "Yes"
TYPE OF LEGAL ENTITY - SELECT*
Please select which of the following legal entity options under which the Proposer Company operates. ☐ Corporation
☐ Limited Liability Company
☐ Partnership
☐ Sole Proprietorship
*Response required
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21 When equals "Yes"
LEGAL ENTITY STATE OF REGISTRATION*
In which State is the Proposer Company registered?
*Response required
When equals "No"
TYPE OF LEGAL ENTITY - OTHER*
You have indicated that the Proposer Company does not operate as a Corporation, a Limited Liability Company, a Partnership, or as a Sole Proprietorship. Please explain and be sure to note which State the Proposer Company is registered/established.
*Response required
PROPOSER COMPANY HEADQUARTERS ADDRESS*
Please provide the full street address for the headquarters of the Proposer Company. Be sure to include the following:
• Full Street Address
• City
• State
• Country
• Postal Code
*Response required

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

PROPOSAL CONTACT PERSON DETAILS*
Please provide the following information for the Contact person for this proposal:
• Name
• Title
• Phone (Office)
• Phone (Mobile)
• Mailing Address (Street Address, City, State, Postal Code) #4..
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22 • Fax Number
• Email
*Response required
FEDERAL TAXPAYER IDENTIFICATION NUMBER (TIN)*
Please provide the Proposer Company's Federal Taxpayer Identification Number here. *Response required

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

PROPOSER OFFICER NAMES AND TITLES*
Please provide the Names and Titles of the Top Three Proposer Officers in the following manner:
• Full Name, Full Title
• Full Name, Full Title
• Full Name, Full Title
*Response required
YEARS IN BUSINESS*
For how long has the Proposer Company been in business? Please indicate in number of years. *Response required
CLOSEST PROPOSER OFFICE*
Please provide the address for the Proposer Office closest to the City of Modesto. Please be sure to provide:
• Full Street Address
• City
• State
• Country
• Postal Code
*Response required
CITY OF MODESTO BUSINESS LICENSE*
Does the Proposer Company currently possess a valid City of Modesto Business License? #4..
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23 NOTE: An answer of "No", does not exclude the proposal from evaluation as it is not required until the contract begins.
☐ Yes
☐ No
*Response required
When equals "Yes"
CITY OF MODESTO BUSINESS LICENSE NUMBER*
You have indicated that the Proposer Company already possesses a City of Modesto Business License, please provide the business license number here.
*Response required
PROPOSER FINANCIAL STATEMENTS*
Minimum Qualifications are mandatory for proposal consideration, and at a minimum shall include the following:

Financial Stability:

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

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

Financial Statements, whether delivered via email, by an employee of the proposer, U.S. Postal Service, courier or package delivery service must be received by the City of Modesto, Purchasing Division within two (2) business days of request. Financial statements delivered via email should be sent to [email protected]. If sent via email, proposer is encouraged to follow-up with a phone call to Armando Fabro at (209) 577-5420, to confirm receipt. Failure of proposer to provide requested documents within two (2) business days, may disqualify proposer from further consideration. The City of Modesto assumes no responsibility for delay in the delivery of the Financial Statements to the City. #4..
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REQUEST FOR PROPOSALS # RFP-00045

ON-CALL AFTER HOURS PHONE ANSWERING SERVICES
24 CITY OF MODESTO, PURCHASING DIVISION
1010 10TH STREET, SUITE 5300
ATTN: Armando Fabro
On-Call After Hours Phone Answering Services #RFP-00045 MODESTO, CA 95354
By checking the box below, Proposer confirms that they understand the financial statement requirements as set forth above.
☐ Please confirm
*Response required

CITY FORMS
PROPOSER EXCEPTIONS, CLARIFICATIONS, AMENDMENTS?*
Does the Proposer have any exceptions, clarifications, or amendments to this RFP, sample agreement, or its associated specifications?
☐ Yes
☐ No
*Response required
When equals "Yes"
PROPOSER EXCEPTIONS, CLARIFICATIONS, AMENDMENTS*
Please download the below documents, complete, and upload. • Proposer_Exceptions,_Clarif...
*Response required
PROPOSER CUSTOMER REFERENCES*
Please download the below documents, complete, and upload. • Proposer_Customer_Reference...
*Response required
FINANCIAL INTEREST DISCLOSURE*
Please download the below documents, complete, and upload. • Financial_Interest_Disclosu...
*Response required
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REQUEST FOR PROPOSALS # RFP-00045

ON-CALL AFTER HOURS PHONE ANSWERING SERVICES
25 PROPOSER COMPANY HISTORY STATEMENT*
Please download the below documents, complete, and upload. • Proposer_Company_History_St...
*Response required
PROPOSER EXPERIENCE AND CERTIFICATIONS*
Please download the below document, complete, and upload. • Proposer_Experience_and_Cer...
*Response required
CALIFORNIA LEVINE ACT DISCLOSURE*
Please download the below documents, complete, and upload. • Modesto_Levine_Act_Statemen...
*Response required

ADDITIONAL PROPOSAL ITEMS

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

Only include pricing under the Pricing Schedule section of this RFP.

SUBMITTAL CONFIRMATION*
Proposer hereby certifies that all information provided within this submittal is accurate to the best of their knowledge and acknowledges that they have provided proof of their authority to submit a proposal on behalf of the stated Company Name committing them to the information contained within said submittal.

By checking the "please confirm" box below, you certify the above statement. ☐ Please confirm
*Response required
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REQUEST FOR PROPOSALS # RFP-00045

ON-CALL AFTER HOURS PHONE ANSWERING SERVICES
26 TECHNICAL SPECIFICATIONS AND REQUIREMENTS

BACKGROUND
The City of Modesto requests after-hour answering services from qualified contractors interested in providing professional telephone answering services and support of the City’s operations, activities and programs, during night, holiday, weekend hours, or on an as needed basis (categorized as “after-hours”). Services are required throughout the City by various Divisions, with a total monthly average of 1,500 incoming calls, and 500 outbound calls to on-call personnel. The average length of an incoming call is approximately 1 minute 30 seconds, average length of outbound call is 1 minute.

SCOPE OF WORK
The contractor shall provide operators that can disseminate information received from the public regarding critical services provided by the City.

Communication shall be in English. Verbal communication shall be clearly enunciated and understood.

Written communication shall be legible. Bilingual translation (preferably Spanish) preferred for each shift.

The successful proposer shall furnish all labor, materials, training and licenses necessary to perform the services described in this RFP document.

COVERAGE REQUIREMENTS
The Contractor shall take calls from the general public during non-working hours of 3:30 P.M. through 7:00 A.M., Monday – Friday. Weekends and holidays the proposer will take calls twenty–four (24) hours per day for critical and non-critical services provided by the City of Modesto. Every other Friday, proposer will take calls for divisions who observe this day as their regular day off. On occasion, proposer shall take calls during regular working hours 7:00 A.M. through 3:30 P.M., Monday – Friday during special events and meetings.

Proposer will have the ability to accept and disseminate the information from the City’s Web Application, “Go Modesto”. Selected proposer shall work with City’s IT Department to complete access and notification capabilities from City’s web portal.

GENERAL REQUIREMENTS
Contractor shall determine if the call is an emergency for Police, Fire or Ambulance and refer those calls to 911. All other calls can be for a critical need or emergency in one of the divisions listed below.

Division Type of Service Call
10th Street, JPA Building maintenance issue at City Hall Building, doors not locking, elevator issue, fire alarm
Forestry Tree down or other related after-hours tree problem #4..
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ON-CALL AFTER HOURS PHONE ANSWERING SERVICES
27 Parks Park and park facility hazard/rental facility issue Environmental
Compliance
Illegal discharge, pool draining, oil spill
Sewer Sewer odor, sewer back-up, missing manhole cover
Storm Water Storm drain issue and flooding
Streets Road hazard, pot hole, street sign down, sidewalk hazard Traffic Electrical Street light and traffic signal issue Water water main-line, leak, water quality, service on/off, conversation Answering service requirements shall include, but not be limited to, the following customer service requirements.

A. All answering service representatives that interact with the public shall have good communication and problem-solving skills.

B. Verbal communication and listening skills are critical.

C. All calls shall be answered in a professional, courteous and efficient manner.

D. Answering service representatives shall have the ability to deal patiently with problems and complaints and remain courteous when faced with difficult or angry people.

E. The contractor shall ensure that information relayed to the customer is consistent, accurate and appropriate.

F. The City shall provide a script to the selected proposer for each of its Department/Divisions, which will assist the answering service representative to identify the issue being described by the caller. The contractor must understand not all calls will fit the script and must be able to determine the nature of the call by working with the customer.

G. Accuracy/spelling important (street names). Contractor should request cross streets to determine exact location along with any additional identifying information available from caller. #4..
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REQUEST FOR PROPOSALS # RFP-00045

ON-CALL AFTER HOURS PHONE ANSWERING SERVICES
28 DISPATCHING AFTER-HOUR, CRITICAL NEEDS AND EMERGENCY CALLS All calls shall be answered within three (3) rings. If the answering service phones go down, the contractor shall have a backup system that will ensure no disruption of service.

A. Immediately dispatching after hour critical and emergency calls, receipt of all calls (emergency and regular), dispatcher must call the City duty person. City duty person is defined as the primary (or first in line) contact on provided call list.

1. Dispatcher shall provide a text response rather than a phone response when requested by the City duty person.
a. Texting request applies to emergency and non-emergency calls.

B. When an after-hour call is received, the contractor must determine the nature of the call and contact the appropriate City staff member on the on-call list. The list will be provided to awarded proposer.

1. This list contains contacts for each area of responsibility and will be updated and forwarded to the awarded proposer during the week as changes are made.

C. The call shall be dispatched to the primary number.

1. If no answer, the dispatcher shall wait five (5) minutes and try the primary number again.

2. If still no answer on primary phone, leave a message and then immediately call the second number.

3. if there is no answer on the secondary number, the dispatcher shall call 1st supervisors until the call has been successfully dispatched.

D. The dispatcher shall provide the City contact with the following information via text.

1. Callers Name and caller's phone number.

2. Location and direction of the critical need or emergency, including cross street or any E. Additionally, some divisions will request an email be sent immediately after the call has been dispatched. The following information shall be included in the email.

1. Caller's Name and caller's phone number

2. Location and direction of the critical need or emergency

3. Message regarding the critical need or emergency. Gather as much detail as possible. Whenever possible, verbatim information as provided by caller is preferred.

4. Time it was dispatched to City contact

5. Name of city contact the call was dispatched to
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REQUEST FOR PROPOSALS # RFP-00045

ON-CALL AFTER HOURS PHONE ANSWERING SERVICES
29 CITY REPRESENTATIVE
Work under any resulting agreement shall be performed under the general technical guidance and direction of the City "City Representative(s)". 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 effected only by written change to the agreement, issued by the City of Modesto, Purchasing Division.

A. City Representative shall address issues and concerns.

B. City Representative shall provide a weekly “On-Call” list with current primary, secondary and supervisor contact information.

C. City Representative shall provide descriptions of City Services and call aids to assist the answering service representatives for training purposes after award. Call aids shall be defined as the scripts provided by City for possible scenarios for potential calls as well as any additional information and/or documents provided by City.

INVOICING
Monthly invoices to be billed by account, invoice shall state account address on the header. Provide an example of your company’s invoice. Invoices shall include, at a minimum, the following:

A. Total number of calls received and dispatched during the billing cycle B. Total number of minute's incoming and outgoing
C. Description of all charges assessed to the account. This shall include, but not be limited to, telephone calls, text messages, emails and agent time.

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

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.

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

B. Price increases for subsequent agreement years three, four, 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 #4..
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ON-CALL AFTER HOURS PHONE ANSWERING SERVICES
30 Purchasing Division. Requests for price increases shall be submitted by Consultant(s) in writing, ninety (90) days prior to the annual anniversary date of the agreement to be effective for the subsequent year. #4..
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ON-CALL AFTER HOURS PHONE ANSWERING SERVICES
31 SAMPLE STANDARD AGREEMENT FOR CONSULTANT SERVICES
THIS AGREEMENT made and entered into in the City of Modesto, State of California, this ______ day of _________________, 20___, (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "CITY", and (CONSULTANT), a California corporation, hereinafter referred to as "CONSULTANT".

This AGREEMENT is made with regard to the following recitals:
a. The CITY has determined that an ______________ should be prepared for the CITY to _________________.
b. CONSULTANT represents that it is qualified, willing, and able to provide the services to prepare said document(s).

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

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

2. TERM OF AGREEMENT
The term of the AGREEMENT shall be for a period of two (2) years, with three (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 shall remain firm for the first two (2) years of the AGREEMENT.

Price increases for subsequent AGREEMENT years, three, four and, five shall not exceed the Consumer Price Index (CPI) for West Urban Area in any one AGREEMENT year and shall be negotiated through the Purchasing Division. Requests for price increases shall be submitted by CONSULTANT in writing, ninety (90) days prior to the annual anniversary date of the AGREEMENT to be effective for the subsequent year. #4..
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ON-CALL AFTER HOURS PHONE ANSWERING SERVICES
32 3. COMPENSATION
CONSULTANT agrees to accept a sum not to exceed $_________ (maximum compensation) as full remuneration for performing all services and furnishing all staffing and materials for CITY in accordance with Exhibit (A).

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

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

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

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

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

5. PERFORMANCE BY KEY EMPLOYEE
CONSULTANT has represented to CITY that __________ will be the person primarily responsible for the performance of the services referred to in this AGREEMENT. CITY has entered into this AGREEMENT in reliance on that representation by CONSULTANT. CONSULTANT therefore agrees that _____ percent (____%) or more of the time devoted to the project that is the subject of this AGREEMENT will be that of the above-named person.

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

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

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

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

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

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

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

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

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

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

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

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

Address:

Attention:

Phone: ()
Email:

CITY: Name:

Address:

Phone:

Email:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

21. WAIVER
The waiver by any party to this AGREEMENT of a breach of any provision hereof shall be in writing and shall not operate or be construed as a waiver of any other or subsequent breach hereof unless specifically stated in writing.
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39 22. AUDIT
The CITY's duly authorized representative shall have access at all reasonable times to all reports, contract records, contract documents, contract files, and personnel necessary to audit and verify CONSULTANT's charges to CITY under this AGREEMENT.

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

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

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

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

26. CITY BUSINESS LICENSE
CONSULTANT will have a City of Modesto business license. #4..
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40 IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attestation by its City Clerk under authority of Resolution No. 20______ - _________, adopted by the Council of the City of Modesto on the _______ day of __________ , 20___, and (CONSULTANT) has caused this AGREEMENT to be duly executed as of the Effective Date.

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

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

By ________________________________
MATTHEW BRALEY, Risk Manager
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41 EXHIBIT C: INSURANCE REQUIREMENTS FOR SERVICES
Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Consultant, his agents, representatives, employees or subcontractors.

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

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

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

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

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

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

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

This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and noncontributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss #4..
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42 covered hereunder, shall be called upon to contribute to a loss until the Consultant's primary and excess liability policies are exhausted.

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

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

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

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

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

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

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

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

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

Claims Made Policies (applicable to Professional Liability only) If any of the required policies provide claims-made coverage:

1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

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

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

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

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

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

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

Certificate Holder Address
Proper address for mailing certificates, endorsements and notices shall be:
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ON-CALL AFTER HOURS PHONE ANSWERING SERVICES
44 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.

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

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

If the 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.

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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3 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.

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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Exhibit E - Pricing
Line Item Description Unit Cost
1 Monthly Dispatch Service - Incoming $1.35
2 Monthly Dispatch Service - Outgoing to On-Call Personnel (includes telephone, email and text messages) $1.35
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City of Modesto, CA
Finance
DeAnna Christensen, Director of Finance
PO BOX 642, Modesto, CA 95353

SCORING ABSTRACT
RFP No. RFP-00045
On-Call After Hours Phone Answering Services
RESPONSE DEADLINE: January 20, 2026 at 11:00 am

AGGREGATE SCORES SUMMARY
Vendor Evaluator 1 Evaluator 2 Evaluator 3 Evaluator 4 Evaluator 5 Total Score (Max Score 100)
Gilson Software
Solutions-PHA, LLC
74 86 80 79 89.5 81.7
Tamo & Lucey, Inc.,
dba Hartley and
Associates

88.8 81.8 78.8 73.3 82.9 81.1
New AnswerNet 86 74 68 85 84.7 79.54
360S2G 71.9 61.9 60.9 77.9 78.4 70.21
Northern
Communication
Services Inc.

65.5 37.5 76.5 82 77.8 67.91
IdeasUnlimited LLC 53.2 81.2 51.2 60.7 64.2 62.14
Direct Line Tele
Response (Telephone
Answering Service)
38 45 68 71 48.7 54.14
Beyond Outsourcing
Systems & Solutions

72.2 31.2 27.2 60.2 75.5 53.23
ENCO Utility Services 34.1 45.1 74.1 65.1 47.3 53.14
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EVALUATION TABULATION
RFP No. RFP-00045
On-Call After Hours Phone Answering Services

EVALUATION TABULATION
Request For Proposal - On-Call After Hours Phone Answering Services

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Vendor Evaluator 1 Evaluator 2 Evaluator 3 Evaluator 4 Evaluator 5 Total Score (Max Score 100)
A.V. Lauttamus
Communications, Inc.

26.8 61.8 28.8 55.3 42.6 43.06
Aspire Answering
Service, Inc

33.4 39.4 28.4 67.4 45 42.72
Shoreline
Operations, LLC

37.5 53.5 47.5 26.5 30.2 39.04
Ac Academy Virtual
Talks LLC
38 27 17 35 53.3 34.06
Black Wall Street AVL 31.4 36.4 17.4 36.9 39.1 32.19
Go Hire Virtual 20.3 29.3 23.3 31.8 29 26.7
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

September 2, 2026
Date: August 1, 2026
TO: Economic Development Committee
Sue Zwahlen, Chair
Nick Bavaro, Vice-Chair
Eric Alvarez, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Agreement with HSQ Tech Inc. for Support Services for Utilities Department Supervisory Control and Data Acquisition (SCADA) System CONTACT: Manuel Martinez, Water Division Manager, [email protected], 209-342-4592
DESCRIPTION:

Consider an Agreement with HSQ Tech Inc., Hayward, CA, for maintenance and support of the Supervisory Control and Data Acquisition (SCADA) System for a total amount not to exceed $327,760 over five (5) years and forwarding to Council for approval. (Funding Source: Water Fund and Sewer Operations Fund)
STRATEGIC PLAN ELEMENT:

This recommended action is in conformance with City of Modesto 2025-2026 Strategic Plan Element: “Quality of Life”, Goal D: “Provide safe, efficient, and reliable infrastructure through proactive community investment, maintenance, and sustainability efforts." BACKGROUND:

In 1993, HSQ Technology supplied the City’s SCADA System. The Wastewater and Water Divisions operate the SCADA System to transmit and receive operational data from over 200 remotely located facilities such as wells, storage tanks, and lift stations.

The SCADA System provides for the remote control of equipment as well as real-time monitoring to ensure a rapid response to any abnormal system condition. Furthermore, the SCADA System stores data and shares it with other City systems to allow for historical report creation to satisfy regulatory reporting requirements. The use of SCADA technology is integral to the efficient and safe management of the City’s water #5..
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Economic Development Committee Meeting, September 2, 2026 Agreement with HSQ Tech Inc. for Support Services for Utilities Department Supervisory Control and Data Acquisition (SCADA) System

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infrastructure and demonstrates support of the “Smart Cities” strategy adopted by Council as part of the 2020-2025 Strategic Plan.

On August 10, 2021, by Resolution 2021-325, Council authorized a sole source agreement with HSQ Technology for maintenance and support of the SCADA System at a total cost of $252,348 over five (5) years.

On August 1, 2023, HSQ Technology was reorganized into HSQ Tech Inc.

On December 8, 2023, by authority of the City Manager, the City and HSQ Tech Inc. entered into an Assignment and Assumption Agreement for maintenance and support of the SCADA System, with HSQ Tech Inc. to complete the remainder of the five (5) year agreement term at a remaining cost not to exceed $159,959.

DISCUSSION:

On July 7, 2026, the City Manager authorized the Utilities Department to solicit procurement for Supervisory Control and Data Acquisition (SCADA). The agreement will provide maintenance and support for the Supervisory Control and Data Acquisition (SCADA) System 24 hours a day, year-round. HSQ Tech Inc. is the original manufacturer of the equipment and sole proprietary distributor for the City of Modesto SCADA System.

HSQ Tech Inc. has developed all of the custom software and has provided nearly all of the hardware that encompasses the SCADA System for over 28 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 follow formal bid procedures. However, MMC 8-3.204(b) provides that a purchase may be exempted from the City’s formal bidding requirement where the Purchasing Agency’s requirements can be met solely by a single article or process. Here, HSQ Tech Inc. is the original manufacturer of the equipment and sole proprietary distributor who is able to provide maintenance and support of the SCADA System. Therefore, staff recommends that the Agreement with HSQ Tech Inc., should be exempt from formal bidding procedures in accordance with Modesto Municipal Code 8-3.204(b) because HSQ Tech Inc. is the sole provider of SCADA support services.

FISCAL IMPACT:

Spending for the past five (5) years is summarized below:

Contract Year Expended
Year 1, 11/1/21 – 10/31/22 $ 43,872
Year 2, 11/1/22 – 10/31/23 $ 49,513
Year 3, 11/1/23 – 10/31/24 $ 55,995
Year 4, 11/1/24 – 10/31/25 $ 52,333
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Expenditures are budgeted in the Utilities Department Water Fund and Sewer Operations Fund. Anticipated spending for the next five years is shown below:

Contract Year Term Dates Total Amount
Year 1 11/1/2026-10/31/2027 $65,552
Year 2 11/1/2027-10/31/2028 $65,552
Year 3 11/1/2028-10/31/2029 $65,552
Year 4 11/1/2029-10/31/2030 $65,552
Year 5 11/1/2030-10/31/2031 $65,552
Total Not to Exceed Over Five (5) Years $327,760
CEQA/NEPA REQUIREMENTS:

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

RECOMMENDED COMMITTEE ACTION:

Staff Recommendation:

Motion recommending the Sole Source Agreement with HSQ Tech Inc., Hayward, CA, for maintenance and support of the Supervisory Control and Data Acquisition (SCADA) System for a total amount not to exceed $327,760 over five (5) years and forwarding to Council for approval.

Approved by:

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

1. Agreement

2. Exhibit B – Quotation No. 2604-002-MA

3. Exhibit C – Insurance Requirements

4. Exhibit D – Pricing List

5. Financial Interest Disclosure

6. CA Levine Act

7. Bid Waiver
Year 5, 11/1/25 – 0723/26
(YTD)
$ 40,131
Grand Total $241,844
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1 ANNUAL AGREEMENT FOR

SUPERVISORY CONTROL AND DATA ACQUISITION (SCADA) SYSTEM TELEPHONE SUPPORT SERVICES – AGREEMENT #328543
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 HSQ Tech 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 furnishing of maintenance and support services of the Supervisory Control and Data Acquisition System (SCADA) to CONTRACTOR, attached hereto as Exhibit “A” and made a part hereof, and
WHEREAS, the CONTRACTOR is the sole manufacturer and service provider for maintenance and support services of the SCADA, and
WHEREAS, the CITY and CONTRACTOR shall enter into a sole source agreement for the furnishing of maintenance and support services of the Supervisory Control and Data Acquisition System (SCADA) as described in the IT Maintenance Agreement Quotation No. 2604-002-MA, attached hereto as Exhibit “B” and made a part hereof.

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. #5..
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2 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 of $65,552. The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $327,760. 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 "D". Pricing during AGREEMENT Year one and two shall be as set forth in Exhibit "D", attached hereto and made a part hereof by this reference.

2. CITY REPRESENTATIVE:

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

3. CONTRACTOR CONTACT:

Gus Jimenez
(925) 209-8580
[email protected]

4. 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: November 1, 2026 through October 31, 2027
Year 2: November 1, 2027 through October 31, 2028
Year 3: November 1, 2028 through October 31, 2029
Year 4: November 1, 2029 through October 31, 2030
Year 5: November 1, 2030 through October 31, 2031
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3 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.

5. INSURANCE REQUIREMENTS:

During the term of this AGREEMENT, CONTRACTOR shall maintain in full force and effect at its own cost and expense the insurance coverage as set forth in the attached Exhibit (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.

6. 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 30 terms via CITY's ePay Program.

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 328543
• CITY department/division name and address
• Billing period
• Service hours worked day and week
• Unit price, extended price, sales tax and total
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4 7. INDEMNITY:

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

8. VENUE & GOVERNING LAW:

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

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

9. ATTORNEY'S FEES:

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

10. COMMENCEMENT AND COMPLETION OF THE WORK:

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

A. Proofs of insurance (approved by CITY Risk Manager); and B. Resolution No.2026 - _______;
C. CONTRACTOR Bid submittal;
D. IT Maintenance Agreement Quotation No. 2604-002-MA;
E. Contractor’s City of Modesto business license

11. TERMINATION OF SERVICES:

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

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

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

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

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

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

12. COMPLIANCE WITH ALL LAWS:

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

13. FAILURE TO PERFORM SATISFACTORY WORK:

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

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

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

14. ASSIGNMENT OF RIGHTS:

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

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

16. CONTRACTOR'S RESPONSIBILITY FOR DAMAGES:

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

17. NOTICES:

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

CONTRACTOR: HSQ Tech Inc.

Attention: Gustavo Jimenez
26227 Research Road
Hayward, CA 94545
(510) 259-3713
[email protected]
CITY: City of Modesto
Purchasing Division
Attention: Armando Fabro
P.O. Box 642
Modesto, CA 95353
(209) 577-5405 [email protected]
Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

18. SIGNATORY(IES) FOR CONTRACTOR:

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

19. QUANTITIES:

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

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

21. OTHER GOVERNMENT/PUBLICLY FUNDED AGENCIES:

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

22. NON-DISCRIMINATION:

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

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

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

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

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

E. By executing this AGREEMENT, CONTRACTOR certifies that it shall follow and be in compliance with the Americans with Disabilities Act of 1990, the applicable administrative requirements promulgated in response thereto, and any other applicable Federal laws and #5..
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9 regulations relating to handicap discrimination and participation and will continue to do so for at least the duration of the AGREEMENT and any extensions thereof.

23. CONTRACTOR LICENSES & PERMITS:

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

24. RECORDS:

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

25. FACILITIES AND EQUIPMENT:

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

26. INDEPENDENT CONTRACTOR; NOT AGENT:

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

27. DRUG FREE WORKPLACE:

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

28. ASSIGNMENT:

Neither this AGREEMENT nor any SERVICES hereunder shall be subcontracted or assigned by CONTRACTOR without the prior written consent of the CITY in each and every instance. #5..
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10 29. WAIVER:

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

30. HEADINGS NOT CONTROLLING:

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

31. MISCELLANEOUS:

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

32. ENTIRE AGREEMENT:

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

Additional or new terms contained in this AGREEMENT which vary from CONTRACTOR’S bid are controlling and are deemed accepted by CONTRACTOR by performance of any SERVICES or other commencement of performance hereunder. The terms and conditions of the 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.

33. PARTIAL INVALIDITY:

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

IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attested by its City Clerk under authority of Resolution No. 2026 - _______, adopted by the Council of the City of Modesto on the 22nd day of September, 2026 and HSQ Tech Inc. has caused this Agreement to be duly executed. #5..
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26227 Research Road
Hayward, California 94545-3725
Phone: (510) 259-1334
Fax: (510) 259-1392
www.hsq.com

BUILDING THE TECHNOLOGY THAT DRIVES SMARTER SYSTEMS
An Equal Opportunity Employer California Contractor’s License 378393 x
By e-mail: Marc Avila [email protected]
[email protected]
[email protected]
April 21, 2026
City of Modesto
Water Treatment Division
1221 Sutter Avenue
Modesto, CA 95351
Attention: Marc Avila
Reference: IT Maintenance Agreement
Quotation No. 2604-002-MA
Gentlemen:

HSQ Technology is pleased to offer a two (3) year maintenance service agreement with two (2) option years for your Supervisory Control and Data Acquisition (SCADA) system. The annual costs for the two (2) year agreement is:
 Year 1 – November 1, 2026 thru October 31, 2027 - $56,160.00. This will be billed at $4,680.00 per month for 12 months.
 Year 2 – November 1, 2027 thru October 31, 2028 - $57,840.00 to be billed at $4,820.00 per month for 12 months
 Year 3 - November 1, 2028 thru October 31, 2029, will be at the rate of $59,520.00. This will be billed at $4,960.00 per month for 12 months.
 The First option year (4) covering November 1, 2029 thru October 31, 2030, will be at the rate of $61,320.00. This will be billed at $5,110.00 per month for 12 months.  The Second option year (5) covering November 1, 2030 thru October 31, 2031, will be at the rate of $63,120.00. This will be billed at $5,260.00 per month for 12 months.  This is based on twelve (12) site visits per year of one (1) day each and includes 24/7 telephone support.

The City of Modesto will need to provide a list of authorized staff for the IT and Water Department contacts to originate support calls.
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City of Modesto
Water Treatment Division
Quotation No.2604-002-MA

Page 2 ends

April 21, 2026
Standard parts orders shall be based on current pricing listing dated Jan 1, 2026 (Included) HSQ looks forward to meeting your maintenance needs.

Please contact the undersigned if you have any questions.

Sincerely yours,
Gus Jimenez
Vice President
Chief Operations Officer (COO)

HSQ Tech INC.
26227 Research Road
Hayward, Ca. 94545
Phone: 510-259-3713 (Direct)
Cell: 925-209-8580
Email: [email protected]
http://www.hsq.com
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HSQ Tech INC. 26227 Research Road
Hayward, California 94545-3725
Phone: (510) 259-1334
Fax: (510) 259-1392
www.hsq.com

BUILDING THE TECHNOLOGY THAT DRIVES SMARTER SYSTEMS
An Equal Opportunity Employer California Contractor’s License 378393 M:\2-CUSTOMER DIRECTORY\MOD - Modesto\Modesto - Sole Source Letters\Modesto - Sole Source - 042126.Docx Email: [email protected]
April 21, 2026
City of Modesto
1221 Sutter Avenue
Modesto, CA 95351
Attention: Marc Avila
Reference: Sole Source Letter
HSQ Technology Maintenance, Parts and Repairs
Gentlemen:

This letter is to certify that HSQ Tech Inc., is the manufacturer of the HSQ MISER SCADA System, the HSQ Series 2500, including 25x86, Remote Terminal Units (RTUs), and all associated boards for said System and RTUs.

As the manufacturer, we are the only authorized company that supports the hardware and software for both the MISER SCADA System and the RTUs along with MISER SCADA Client Software and XView for Windows and provides MISER System Management Training and Certification.

We are a sole source manufacturer and do not sell or authorize support through distributors or any other agency, and we are the only authorized repair facility.

If you have any questions, please call the undersigned at 800/486-6684.

Sincerely yours,
Gus Jimenez
Vice President
Chief Operations Officer (COO)
26227 Research Road
Hayward, Ca. 94545
Phone: 510-259-3713 (Direct)
Cell: 925-209-8580
Email: [email protected]
http://www.hsq.com
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M:\2-CUSTOMER DIRECTORY\1-Maintenance Agreement\2026\2604-002-MA - Modesto_042126\2604-002-MA - Modesto IT - Agreement.docx Rev: Aug 16

AGREEMENT FOR MAINTENANCE SUPPORT SERVICE
HSQ TECH INC. and CITY OF MODESTO

SUPERVISORY CONTROL AND DATA ACQUISITION SYSTEM
Maintenance Agreement No. 2604-002-MA
This Agreement is made and entered into this 21st day of April, 2026, by and between HSQ TECH INC., hereinafter referred to as “HSQ,” and CITY OF MODESTO, hereinafter referred to as “CUSTOMER,” for the SCADA System located at City of Modesto, 1221 Sutter Avenue, Modesto, CA 95351...

TERM
This Agreement shall be effective November 1, 2026, and shall continue for a term of thirty-six (36) months through October 31, 2029. for base 3 year contract. Option Years will be pending City’s approval.

SCOPE OF WORK
In consideration of payment by CUSTOMER, HSQ agrees to provide telephone support for questions regarding operations of, or problems arising with, the SCADA system. Telephone support will be available 24x7 from HSQ’s Hayward, California, factory at 510-259-1334 and at 800 225-0354 after normal business hours.

HSQ will endeavor to restore satisfactory system operation during ‘after-hours’ events, but may defer less critical support activities to the next business day. This is based on twelve (12) site visits per year of one (1) day each and includes 24/7 telephone support.

Please note that telephone support is intended to maintain system functionality, and is not intended to be an unlimited technical resource for the Operations and Maintenance Staff; HSQ reserves the right to request additional compensation for work outside of the normal scope of telephone support.

Work included:
• Operation or maintenance questions from Customer authorized staff. • Assist in diagnosing software or hardware problems for HSQ supplied equipment • Provide fixes for any latent software or hardware defects provided by HSQ • Access Customer System as available for any of the above issues Work Excluded:
• Support for New Development added by customer to SCADA • Development of custom software including reports, control blocks, VCL • Significant modifications to the System Database for points or Graphics unless it is required to restore system functionality in the event of a hardware or software failure • System issues caused by end user related Graphics, new or modified • System Network issues caused by City IT Group that affect SCADA • Preparations of new Drawings or Documentation
• Any material or equipment
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M:\2-CUSTOMER DIRECTORY\1-Maintenance Agreement\2026\2604-002-MA - Modesto_042126\2604-002-MA - Modesto IT - Agreement.docx Rev: Aug 16
Agreement for Telephone Support Service

Page 2 ends

The City of Modesto will need to provide a list of authorized staff for the IT and Water Department contacts to originate support calls.

Standard parts orders shall be based on current pricing listing dated Jan 1, 2026 (Included) Site Visits: (twelve [12] site visits per year of one [1] day each) Site visits are coordinated between Customer and HSQ Support Services:
• Customer shall provide the scope of work expected for each visit in order to assign to the appropriate HSQ support Engineer
• Site visits include labor only and may include training, maintenance, or assisting with the development of minor software modifications
• Unused / Unscheduled Site trips will not be credited or refunded.

PAYMENT
In consideration of the above support services, CUSTOMER agrees to pay HSQ the following:
 Year 1 – November 1, 2026 thru October 31, 2027 - $56,160.00. This will be billed at $4,680.00 per month for 12 months.
 Year 2 – November 1, 2027 thru October 31, 2028 - $57,840.00 to be billed at $4,820.00 per month for 12 months
 Year 3 - November 1, 2028 thru October 31, 2029, will be at the rate of $59,520.00. This will be billed at $4,960.00 per month for 12 months.
 The First option year (4) covering November 1, 2029 thru October 31, 2030, will be at the rate of $61,320.00. This will be billed at $5,110.00 per month for 12 months.  The Second option year (5) covering November 1, 2030 thru October 31, 2031, will be at the rate of $63,120.00. This will be billed at $5,260.00 per month for 12 months.

All invoices are payable upon receipt.

ACCEPTANCE
By CUSTOMER: By HSQ TECH INC.:

Signature Signature
Gustavo Jimenez
Typed/Printed Name Typed/Printed Name
Vice President (COO)
Title Title
April 22, 2026
Date Date
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1 Exhibit C:

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.

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

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

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

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice 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 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 #5..
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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.

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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Part Number Description List Price
8600-3343F 25x86 Logic Processor – Standard (two buses with two Ethernet ports) $ 2,500.00 8600-3343L 25x86 Logic Processor – Low Power $ 2,000.00 8601 Bus Board (Replacement) $ 650.00
8602 Control Board (Replacement) $ 800.00
8600-386X Latest CPU Exchange for 386 or 486 CPU $ 950.00 8600-V8 Version 8 Software Upgrade (only available for 9579 and 9588 processors) $ 400.00 CPF-UP Compact Flash Upgrade $ 450.00
Part Number Description List Price
1046 8-Channel Digital DC Input Board $ 225.00
1047 8-Channel Digital DC Output Board $ 225.00
1332 8-Channel Relay Output Board $ 325.00
8646 12-Channel DI/12-Channel DO Termination Board (25x86 Only) $ 450.00 Part Number Description List Price
HSQ-6015 7-Channel RTD Input Module $ 675.00
HSQ-6017 8-Channel Analog Input / 2-Channel Digital Output Module $ 570.00 HSQ-6018 8-Channel Thermocouple Input / 8-Channel Digital Output Module $ 790.00 HSQ-6050 12-Channel Digital Input / 6-Channel Digital Output Module $ 415.00 HSQ-6051 12-Channel Digital Input / 2-Channel Digital Output or 2-Channel Counter Input Module $ 415.00 HSQ-6052 8-Channel Digital Input / 8-Channel Digital Output $ 440.00 HSQ-6060 6-Channel Digital Input / 6-Channel Relay Module $ 460.00 HSQ-6066 6-Channel Digital Input / 6-Channel Power Relay Module $ 400.00 HSQ-6217 8-Channel Analog Input Module $ 615.00
HSQ-6224 4-Channel Analog Output / 4-Channel Digital Input Module $ 645.00 HSQ-6250 8-Channel Digital Input / 7-Channel Digital Output Module $ 430.00 HSQ-6256 16-Channel Digital Output Module $ 430.00
HSQ-6260 6-Channel Relay Output Module $ 430.00
HSQ-6266 4-Channel Digital Input / 4-Channel Relay Output Module $ 430.00 Part Number Description List Price
2535 4-Channel Digital Input to Analog Input Adapter Board $ 90.00 2508 32-Channel Analog Input Board $ 1,350.00
2509 32-Channel Digital Input Board $ 530.00
2534 32-Channel Intelligent Digital Input $ 1,100.00
2533 32-Channel Digital Output $ 610.00
2548 16-Channel Relay Digital Output $ 550.00
2569 16-Channel Digital Input / 16-Channel Digital Output Board $ 690.00 1368 Digital Input Conversion Expansion Board (125 VDC in) – Left entry (for use w/2509 & 2534 expansion boards) $ 280.00 1369 Digital Input Conversion Expansion Board (125 VDC in) – Right entry (for use w/2509 & 2534 expansion boards) $ 280.00

PARTS AND SERVICE PRICE LIST
(Effective January 1, 2026)
Logic Processors (RTUs)
2500 - 25x86 Series Interface Boards
6000/6200 Series Remote I/O Modules for 25x86 and 1000 RTUs 2500 - 25x86 Series Expansion Boards
HSQ Tech Inc.
26227 Research Road,
Hayward, California 94545-3725
Phone: (510) 259-1334
Toll Free: (800) 486-6684
HSQPrice List_2024 Confidential - Not for Distribution Effective January 1, 2024 #5..
265
Part Number Description List Price
2511 Power Box Assembly $ 200.00
2585 RTU Battery Backup Controller $ 490.00
CP10.241-S1 Power Supply ( 24 VDC / 10 Amp) – DIN Rail· $265.00 $ 290.00 2572 Communications Board — provides 2 serial ports and indicator lights for 6000 series RTUs and the HSQ-1110 RTU $ 160.00 2592 Communications Board — provides 4 serial ports and 1 Ethernet port for 25x86 RTUs (9579, 9588, and 3343 $ 225.00 PTA Pulse to Analog Card — converts a DO pulse duration to an analog value $ 150.00 HSQ-RX2800 HSQ Integrity rx2800 i6 Server/Workstation: w/ VMS Keyboard and Mouse, 24” LCD Monitor,16 GB RAM, 147 GB /
Contact HSQ
HSQ-RXPWR2 Redundant Power Supply for HSQ-RX2800· $ 750.00 HSQ-XVIEWWRKPRO MISER XView for Windows Professional Workstation Contact HSQ HSQ-SYS-146 146 GB System Disk (configured)· Contact HSQ HSQ-HST-300 300 GB History Disk (configured) Contact HSQ HSQ-TELE8HR Telephone Support, Basic (eight hours a day, five days a week) Contact HSQ HSQ-TELE24HR Telephone Support, Complete (twenty-four hours a day, seven days a week) Contact HSQ Part Number Description List Price
HSQ-6000R Communication Ribbon Cable (HSQ-6000 to 2572) $ 100.00 HSQ-CBL1 Ribbon Cable (2 connectors, 1 foot length) $ 75.00 RTUDIAG-CBL RTU Diagnostics Cable, connects 2500 series and x86 RTUs series to serial port $ 100.00 Part Number Description List Price
HSQ-MISER-A MISER License (non-redundant server) Contact HSQ HSQ-MISER-B MISER License (redundant server) Contact HSQ HSQ-MISER-C MISER License (workstation) Contact HSQ
MISER-DR Standard MISER Device Driver (existing NCC) Contact HSQ XVIEW-WIN XView for Windows (XView only, full client version) Contact HSQ XVIEW-UP XView for Windows Upgrade (XView only, client upgrade version) Contact HSQ WIN-XCD XView for Windows, Exceed Edition, Full Version (XView and XServer software) Contact HSQ WIN-XCD-UP XView for Windows, Exceed Edition, Upgrade Version (XView and XServer software) Contact HSQ HSQ-TALK MISERtalk Software (Email Notification / Text Message) Contact HSQ HSQ-VCL MISER VisualCL Software (Server) Contact HSQ
HSQ-VCLW VisualCL Software for Windows (Client) Contact HSQ HSQ-POR MISER Web Portal Contact HSQ
HSQ-POR-UP MISER Web Portal Upgrade Contact HSQ
HSQ-SRV-WIN ODBC Server for Windows (database software) Contact HSQ HSQ-ODBC ODBC Bridge for MISER (database software) Contact HSQ HSQ-ODOC ODBC Bridge with Oracle for MISER Contact HSQ
HSQ-ODRD ODBC Bridge (redundant software) Contact HSQ
RTU-DIAG RTU Diagnostic Software (CD-ROM) (Includes software, manual, and two (2) hours telephone support.) $ 1,200.00 Part Number Description List Price
HSQ-MOM MISER Operator Manual $ 150.00
HSQ-TRM MISER Technical Reference Manual $ 175.00
HSQ-SYS MISER System Manual $ 150.00
HSQ-VCLM VisualCL Manual $ 150.00
HSQ-XVIEW XView for Windows Installation Manual $ 150.00 HSQ-XDRAW XDraw User Manual $ 150.00
HSQ-RTU86 HSQ Logic Processor and RTU User Manual $ 200.00 HSQ-DIAG RTU Diagnostic Manual $ 125.00
HSQ-CDR MISER Manuals on DVD $ 175.00
Communication Cables
Software
Documentation
System Accessories
HSQPrice List_2024 Confidential - Not for Distribution Effective January 1, 2024 #5..
266
Item Description Rate
Senior Engineer - Normal Senior Service Software Engineer, Based on 8 Normal Business Hours (4-Hour Minimum) $250/Hour Senior Engineer - Overtime Senior Service/Software Engineer, Holiday/Overtime Hours (8-Hour Minimum) $375/Hour Service Engineer - Normal Service Engineer (hardware and software), Based on 8-Normal Business Hours (4-Hour Minimum) $200/Hour Service Engineer - Overtime Service Engineer (hardware and software), Holiday/Overtime Working Hours (8-Hour Minimum) $300/Hour Item Description List Price
Airfare Airline Travel plus taxes Contact HSQ
Lodging Hotel plus associated parking fee and taxes Contact HSQ Vehicle Car Rental and Insurance Coverage Contact HSQ
Daily Stipend Pier Diem (daily) for meals Contact HSQ
Mileage At Local Vehicle Mileage Rate plus margin Contact HSQ Parts and Material Quoted As Required Contact HSQ

1. All prices are FOB Hayward, California and are exclusive of sales tax. Taxes and transport charges are prepaid and will be added to the invoice.

2. VISA and MasterCard are accepted, subject to a 5% surcharge.

3. Prices are subject to change. Call or email for current prices.

4. Minimum parts order is $500.00.

5. New items are warranted for one (1) year.

6. Repair items are warranted for ninety (90) days.

7. Extended warranty is available on most items.

8. The prices on this list do not apply to parts damaged as a result of improper use or acts of God.

9. If no part number is listed, please call. The application will dictate the specific part number.

11. Service rates are based on 8 normal business day hours (8am-5pm PST M-F excluding Holidays) and do not including travel and living expenses.

Telephone (510) 259-1334
Toll Free Number (800) 486-6684
Parts and Production [email protected]
Sales [email protected]
Repairs [email protected]
Website hsq.com
RMA Repair Forms www.hsq.com/RMA
Training and Support https://hsq.com/index.php/support/ Knowledge Base Center https://hsq.com/index.php/documentation/ Travel Expenses and In-Transit Rates
Terms And Conditions

10. Quantity discounts are available for the 25x86 series interface, expansion boards, and other parts based on meeting quantity limits for each product part. • Qty. 10 -20 = 5%
• Qty. 21- 34 = 10%
• Qty. 35 or more = 15%
Contacts and Links
Repairs
Repair pricing for HSQ products is based on time and material at a rate of $200.00 per hour. There is a $300.00 evaluation fee for all repair items. Shipping cost shall be dd d d d h f d
Service
HSQPrice List_2024 Confidential - Not for Distribution Effective January 1, 2024 #5..
267

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

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

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

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

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

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

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

Notwithstanding the foregoing, a Financial Interest Disclosure is not required for a Vendor meeting the financial criteria for listing on the New York or the Pacific Stock exchanges unless it is reasonably foreseeable that a City Council decision will increase or decrease that entity's gross revenues or expenses by one million dollars ($1,000,000) or more and the requirements of Modesto Municipal Code Section 2-10.03(h) are satisfied.

It is the legal obligation of all applicants for approval of an agreement or of an application for development rights to verify in writing, under penalty of perjury, that the identity of each person having a material financial interest in the Vendor is true, correct and complete. By signing below, the applicant understands that this information is provided under penalty of perjury, and that intentionally supplying misinformation or deception may result in either invalidation of the agreement or application, or criminal prosecution for misdemeanor violation of the Modesto Municipal Code, or both. Negligent provision of misinformation shall be grounds for invalidation. In accordance with the Modesto Municipal Code, each applicant has a continuing obligation to maintain the truth, accuracy and completeness of the financial interest disclosure information provided below until after final consideration by the City Council of any matter arising out of or relating to the agreement or application.
#5..
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Print Names of Persons Having a Financial Interest in Vendor Receiving this Agreement:

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

Bidder Company Name:

Name of Vendor Signatory:

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

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

_____________________________
Company/Applicant Name
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Revised 12/3/2025
Bid Waiver Approval Form
Supplier Name: Amount of Bid Waiver Request:

Supplier Contact: Supplier Phone No:

Are Federal Funds being utilized for portion of purchase? Yes No A bid waiver is required for any procurement commitment greater than $ 3,500 where a minimum of three bids are not obtained.

Justification for waiving the competitive bid requirements is limited to the following (provide detailed information in the comments section of form):

Reason for Bid Waiver - Check Box:

Sole Source - The item/service is unique in its specifications such that only one vendor is qualified to provide the good or service (Formal bidding exception under MMC 8-3.204(b)) – SOLE SOURCE LETTER ATTACHMENT REQUIRED OEM - Original Equipment Manufacturer / Distributor - OEM LETTER

ATTACHMENT REQUIRED
Inflexible time constraints preclude the bidding process - Exigent or emergency circumstances (Formal bidding exception under MMC 8-3.204 (c)) The incumbent's cost, delivery and quality can be compared to a previous quote/bid obtained within the last six months, for the same or similar item/service (Total purchase must be less than $100,000)
Professional Services defined under MMC 8-3.103 (Formal bidding exception under MMC 8-3.204 (a)) – staff should make effort to solicit at least three informal proposals.

Single Bid/Proposal – More than one supplier could provide the goods or service, but only one supplier provided bid/proposal for solicitation.

Amendment – Extending agreement for no more than one year to allow the City to complete formal bidding process for new agreement (MMC 8-3.204 (e)).

Amendment – Amending the goods or services under the existing agreement to include similar types of goods and services (MMC 8-3.204 (f)) Requisition No: Department:

Project Description:

The purchase of any item utilizing any Federal Funding must comply with current applicable Circular #5..
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Revised 12/3/2025
Other (requires detailed comments)

NEW TECHNOLOGY PURCHASES
Does the new technology meet the criteria to be reviewed by the Technology Steering and Alignment Committee (TSAC)? Yes ____ No ____
If yes, was it approved by this committee? Yes ____ No ____ If these services meet the definition under AB339, complete the Form – AB339 Notification Template and submit the Scope of Work and template to the Director of Human Resources.

Approval Name Signature Date
Requestor
Division Manager
Department Director
Chief Information Officeri
Buyer
Purchasing Manager
Director of Finance

i Information technology (IT) purchases will require Chief Information Officer Signature Buyer Comments:
(insert required text field in Adobe)
Comments (Max 630 characters; please attach a memo for more.):
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26227 Research Road
Hayward, California 94545-3725
Phone: (510) 259-1334
Fax: (510) 259-1392
www.hsq.com

Year 1 – November 1, 2026 thru October 31, 2027 - $56,160.00. This will be billed at $4,680.00 per month for 12 months.

Year 2 – November 1, 2027 thru October 31, 2028 - $57,840.00 to be billed at $4,820.00 per month for 12 months
Year 3 - November 1, 2028 thru October 31, 2029, will be at the rate of $59,520.00. This will be billed at $4,960.00 per month for 12 months.

The First option year (4) covering November 1, 2029 thru October 31, 2030, will be at the rate of $61,320.00. This will be billed at $5,110.00 per month for 12 months.

The Second option year (5) covering November 1, 2030 thru October 31, 2031, will be at the rate of $63,120.00. This will be billed at $5,260.00 per month for 12 months.

This is based on twelve (12) site visits per year of one (1) day each and includes 24/7 telephone support.

The City of Modesto will need to provide a list of authorized staff for the IT and Water Department contacts to originate support calls.
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City of Modesto
Water Treatment Division
Quotation No.2604-002-MA

Page 2 ends

April 21, 2026
Standard parts orders shall be based on current pricing listing dated Jan 1, 2026 (Included) HSQ looks forward to meeting your maintenance needs.

Please contact the undersigned if you have any questions.

Sincerely yours,
Gus Jimenez
Vice President
Chief Operations Officer (COO)
HSQ Tech INC.
26227 Research Road
Hayward, Ca. 94545
Phone: 510-259-3713 (Direct)
Cell: 925-209-8580
Email: [email protected]
http://www.hsq.com
#5..
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HSQ Tech INC. 26227 Research Road
Hayward, California 94545-3725
Phone: (510) 259-1334
Fax: (510) 259-1392
www.hsq.com

We are a sole source manufacturer and do not sell or authorize support through distributors or any other agency, and we are the only authorized repair facility.

If you have any questions, please call the undersigned at 800/486-6684.

Sincerely yours,
Gus Jimenez
Vice President
Chief Operations Officer (COO)
26227 Research Road
Hayward, Ca. 94545
Phone: 510-259-3713 (Direct)
Cell: 925-209-8580
Email: [email protected]
http://www.hsq.com
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M:\2-CUSTOMER DIRECTORY\1-Maintenance Agreement\2026\2604-002-MA - Modesto_042126\2604-002-MA - Modesto IT - Agreement.docx Rev: Aug 16

AGREEMENT FOR MAINTENANCE SUPPORT SERVICE
HSQ TECH INC. and CITY OF MODESTO

Work included:
• Operation or maintenance questions from Customer authorized staff. • Assist in diagnosing software or hardware problems for HSQ supplied equipment • Provide fixes for any latent software or hardware defects provided by HSQ • Access Customer System as available for any of the above issues Work Excluded:
• Support for New Development added by customer to SCADA • Development of custom software including reports, control blocks, VCL • Significant modifications to the System Database for points or Graphics unless it is required to restore system functionality in the event of a hardware or software failure • System issues caused by end user related Graphics, new or modified • System Network issues caused by City IT Group that affect SCADA • Preparations of new Drawings or Documentation
• Any material or equipment
#5..
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M:\2-CUSTOMER DIRECTORY\1-Maintenance Agreement\2026\2604-002-MA - Modesto_042126\2604-002-MA - Modesto IT - Agreement.docx Rev: Aug 16
Agreement for Telephone Support Service

Page 2 ends

The City of Modesto will need to provide a list of authorized staff for the IT and Water Department contacts to originate support calls.

Customer shall provide the scope of work expected for each visit in order to assign to the appropriate HSQ support Engineer
Site visits include labor only and may include training, maintenance, or assisting with the development of minor software modifications
Unused / Unscheduled Site trips will not be credited or refunded.

PAYMENT
In consideration of the above support services, CUSTOMER agrees to pay HSQ the following:

Year 1 – November 1, 2026 thru October 31, 2027 - $56,160.00. This will be billed at $4,680.00 per month for 12 months.

The First option year (4) covering November 1, 2029 thru October 31, 2030, will be at the rate of $61,320.00. This will be billed at $5,110.00 per month for 12 months.

The Second option year (5) covering November 1, 2030 thru October 31, 2031, will be at the rate of $63,120.00. This will be billed at $5,260.00 per month for 12 months.

All invoices are payable upon receipt.

ACCEPTANCE
By CUSTOMER: By HSQ TECH INC.:

Signature Signature
Gustavo Jimenez
Typed/Printed Name Typed/Printed Name
Vice President (COO)
Title Title
April 22, 2026
Date Date
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Part Number Description List Price
8600-3343F 25x86 Logic Processor – Standard (two buses with two Ethernet ports) $ 2,500.00 8600-3343L 25x86 Logic Processor – Low Power $ 2,000.00 8601 Bus Board (Replacement) $ 650.00
8602 Control Board (Replacement) $ 800.00
8600-386X Latest CPU Exchange for 386 or 486 CPU $ 950.00 8600-V8 Version 8 Software Upgrade (only available for 9579 and 9588 processors) $ 400.00 CPF-UP Compact Flash Upgrade $ 450.00 Part Number Description List Price
1046 8-Channel Digital DC Input Board $ 225.00
1047 8-Channel Digital DC Output Board $ 225.00
1332 8-Channel Relay Output Board $ 325.00
8646 12-Channel DI/12-Channel DO Termination Board (25x86 Only) $ 450.00 Part Number Description List Price
HSQ-6015 7-Channel RTD Input Module $ 675.00
HSQ-6017 8-Channel Analog Input / 2-Channel Digital Output Module $ 570.00 HSQ-6018 8-Channel Thermocouple Input / 8-Channel Digital Output Module $ 790.00 HSQ-6050 12-Channel Digital Input / 6-Channel Digital Output Module $ 415.00 HSQ-6051 12-Channel Digital Input / 2-Channel Digital Output or 2-Channel Counter Input Module $ 415.00 HSQ-6052 8-Channel Digital Input / 8-Channel Digital Output $ 440.00 HSQ-6060 6-Channel Digital Input / 6-Channel Relay Module $ 460.00 HSQ-6066 6-Channel Digital Input / 6-Channel Power Relay Module $ 400.00 HSQ-6217 8-Channel Analog Input Module $ 615.00
HSQ-6224 4-Channel Analog Output / 4-Channel Digital Input Module $ 645.00 HSQ-6250 8-Channel Digital Input / 7-Channel Digital Output Module $ 430.00 HSQ-6256 16-Channel Digital Output Module $ 430.00
HSQ-6260 6-Channel Relay Output Module $ 430.00
HSQ-6266 4-Channel Digital Input / 4-Channel Relay Output Module $ 430.00 Part Number Description List Price
2535 4-Channel Digital Input to Analog Input Adapter Board $ 90.00 2508 32-Channel Analog Input Board $ 1,350.00
2509 32-Channel Digital Input Board $ 530.00
2534 32-Channel Intelligent Digital Input $ 1,100.00
2533 32-Channel Digital Output $ 610.00
2548 16-Channel Relay Digital Output $ 550.00
2569 16-Channel Digital Input / 16-Channel Digital Output Board $ 690.00 1368 Digital Input Conversion Expansion Board (125 VDC in) – Left entry (for use w/2509 & 2534 expansion boards) $ 280.00 1369 Digital Input Conversion Expansion Board (125 VDC in) – Right entry (for use w/2509 & 2534 expansion boards) $ 280.00

PARTS AND SERVICE PRICE LIST
(Effective January 1, 2026)
Logic Processors (RTUs)
2500 - 25x86 Series Interface Boards
6000/6200 Series Remote I/O Modules for 25x86 and 1000 RTUs 2500 - 25x86 Series Expansion Boards
HSQ Tech Inc.
26227 Research Road,
Hayward, California 94545-3725
Phone: (510) 259-1334
Toll Free: (800) 486-6684
HSQPrice List_2024 Confidential - Not for Distribution Effective January 1, 2024 #5..
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Part Number Description List Price
2511 Power Box Assembly $ 0.00
2585 RTU Battery Backup Controller $ 490.00
CP10.241-S1 Power Supply ( 24 VDC / 10 Amp) – DIN Rail· $265.00 $ 290.00 2572 Communications Board — provides 2 serial ports and indicator lights for 6000 series RTUs and the HSQ-1110 RTU $ 160.00 2592 Communications Board — provides 4 serial ports and 1 Ethernet port for 25x86 RTUs (9579, 9588, and 3343 $ 225.00 PTA Pulse to Analog Card — converts a DO pulse duration to an analog value $ 150.00 HSQ-RX2800 HSQ Integrity rx2800 i6 Server/Workstation: w/ VMS Keyboard and Mouse, 24” LCD Monitor,16 GB RAM, 147 GB /
Contact HSQ
HSQ-RXPWR2 Redundant Power Supply for HSQ-RX2800· $ 750.00 HSQ-XVIEWWRKPRO MISER XView for Windows Professional Workstation Contact HSQ HSQ-SYS-146 146 GB System Disk (configured)· Contact HSQ HSQ-HST-300 300 GB History Disk (configured) Contact HSQ HSQ-TELE8HR Telephone Support, Basic (eight hours a day, five days a week) Contact HSQ HSQ-TELE24HR Telephone Support, Complete (twenty-four hours a day, seven days a week) Contact HSQ Part Number Description List Price
HSQ-6000R Communication Ribbon Cable (HSQ-6000 to 2572) $ 100.00 HSQ-CBL1 Ribbon Cable (2 connectors, 1 foot length) $ 75.00 RTUDIAG-CBL RTU Diagnostics Cable, connects 2500 series and x86 RTUs series to serial port $ 100.00 Part Number Description List Price
HSQ-MISER-A MISER License (non-redundant server) Contact HSQ HSQ-MISER-B MISER License (redundant server) Contact HSQ HSQ-MISER-C MISER License (workstation) Contact HSQ
MISER-DR Standard MISER Device Driver (existing NCC) Contact HSQ XVIEW-WIN XView for Windows (XView only, full client version) Contact HSQ XVIEW-UP XView for Windows Upgrade (XView only, client upgrade version) Contact HSQ WIN-XCD XView for Windows, Exceed Edition, Full Version (XView and XServer software) Contact HSQ WIN-XCD-UP XView for Windows, Exceed Edition, Upgrade Version (XView and XServer software) Contact HSQ HSQ-TALK MISERtalk Software (Email Notification / Text Message) Contact HSQ HSQ-VCL MISER VisualCL Software (Server) Contact HSQ
HSQ-VCLW VisualCL Software for Windows (Client) Contact HSQ HSQ-POR MISER Web Portal Contact HSQ
HSQ-POR-UP MISER Web Portal Upgrade Contact HSQ
HSQ-SRV-WIN ODBC Server for Windows (database software) Contact HSQ HSQ-ODBC ODBC Bridge for MISER (database software) Contact HSQ HSQ-ODOC ODBC Bridge with Oracle for MISER Contact HSQ
HSQ-ODRD ODBC Bridge (redundant software) Contact HSQ
RTU-DIAG RTU Diagnostic Software (CD-ROM) (Includes software, manual, and two (2) hours telephone support.) $ 1,200.00 Part Number Description List Price HSQ-MOM MISER Operator Manual $ 150.00 HSQ-TRM MISER Technical Reference Manual $ 175.00
HSQ-SYS MISER System Manual $ 150.00
HSQ-VCLM VisualCL Manual $ 150.00
HSQ-XVIEW XView for Windows Installation Manual $ 150.00 HSQ-XDRAW XDraw User Manual $ 150.00
HSQ-RTU86 HSQ Logic Processor and RTU User Manual $ 200.00 HSQ-DIAG RTU Diagnostic Manual $ 125.00
HSQ-CDR MISER Manuals on DVD $ 175.00
Communication Cables
Software
Documentation
System Accessories
HSQPrice List_2024 Confidential - Not for Distribution Effective January 1, 2024 #5..
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Item Description Rate
Senior Engineer - Normal Senior Service Software Engineer, Based on 8 Normal Business Hours (4-Hour Minimum) $250/Hour Senior Engineer - Overtime Senior Service/Software Engineer, Holiday/Overtime Hours (8-Hour Minimum) $375/Hour Service Engineer - Normal Service Engineer (hardware and software), Based on 8-Normal Business Hours (4-Hour Minimum) $200/Hour Service Engineer - Overtime Service Engineer (hardware and software), Holiday/Overtime Working Hours (8-Hour Minimum) $300/Hour Item Description List Price
Airfare Airline Travel plus taxes Contact HSQ
Lodging Hotel plus associated parking fee and taxes Contact HSQ Vehicle Car Rental and Insurance Coverage Contact HSQ
Daily Stipend Pier Diem (daily) for meals Contact HSQ
Mileage At Local Vehicle Mileage Rate plus margin Contact HSQ Parts and Material Quoted As Required Contact HSQ

1. All prices are FOB Hayward, California and are exclusive of sales tax. Taxes and transport charges are prepaid and will be added to the invoice.

2. VISA and MasterCard are accepted, subject to a 5% surcharge.

3. Prices are subject to change. Call or email for current prices.

4. Minimum parts order is $500.00.

5. New items are warranted for one (1) year.

6. Repair items are warranted for ninety (90) days.

7. Extended warranty is available on most items.

8. The prices on this list do not apply to parts damaged as a result of improper use or acts of God.

9. If no part number is listed, please call. The application will dictate the specific part number.

11. Service rates are based on 8 normal business day hours (8am-5pm PST M-F excluding Holidays) and do not including travel and living expenses.

Economic Development CommitteeSeptember 2, 2026

Economic Development Committee
September 2, 2026