Agenda packet — Economic Development Committee, October 5, 2026 (part 2 of 2)

now mandate this service twice annually. This is the first time we will be establishing an agreement for this service.

On April 2, 2026, the City Manager authorized the Purchasing Manager to solicit the procurement for Delivery of Nitrogen Gas for Wastewater Treatment. On May 19, 2026, the Purchasing Division issued Invitation for Bids IFB-00102 for Nitrogen Gas Delivery Services on the City’s OpenGov public bidding website under various commodity codes1. 4,464 prospective bidders were notified online and via email which included 52 local vendors of the bid opportunity. 20 downloaded the IFB document from OpenGov and one (1) was a local vendor.

On June 30, 2026, bids were formally opened in the City Clerk's office and broadcast via Microsoft Teams Livestream. One (1) bidder chose to respond; no local bids were received. City staff contacted potential bidders to inquire about their reason for not submitting a bid. One (1) vendor was able to provide nitrogen gas but mentioned specializing more in pool water treatment rather than wastewater treatment. Another mentioned, the bid quantity was less than what they normally provide as they typically sell in bulk. Based on providing the lowest responsive and responsible bid, City staff recommended awarding to the local office of WestAir Gases & Equipment, Inc., San Diego, CA for a two (2) year agreement with three (3) one-year extension options, for an estimated annual amount of $64,418, and a total amount not to exceed $322,088, over five (5) years.

Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment or contractual services to follow formal bid procedures. An award of Bid and Agreement for Nitrogen Gas Delivery Services for the Utilities Department to WestAir Gases & Equipment, Inc., San Diego, CA, conforms to the Modesto Municipal Code because the City complied with the formal bid procedures and WestAir Gases & Equipment, Inc. was the lowest responsive and responsible bidder.

FISCAL IMPACT:

The requested amount is based on current cost estimates necessary to meet compliance requirements. At this price, with an estimated quantity of 500,000 cubic feet per delivery, two (2) deliveries per year, at roughly $25,000 per delivery and $50,000 per year, staff is requesting an estimated annual agreement amount of $64,418 per year to account for any potential losses or failures.

The table below contains projected spending for the next five (5) years, with years one (1) and two (2) fixed. The overall agreement total was calculated by forecasting the Consumer Price Index (CPI) percentage increases based on average of the CPI index 1 19000 Chemical And Solvents, Commercial (In Bulk)
43042 Laboratory Gases: Argon, Carbon Dioxide, Helium, Hydrogen, Nitrogen, etc. 39314 Combustion Analysis Equipment, Automatic (For Carbon, Nitrogen, Sulfur, etc.) 49330 Evaporators, Analytical (Air or Nitrogen Jet)
88574 Nitrogen and Oxygen, Liquid
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Economic Development Committee, October 5, 2026
Agreement for Delivery of Nitrogen Gas for Wastewater Treatment

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over the last twelve (12) months. City staff project annual increases based on this estimated forecast. Annual increases will be calculated using the current CPI index at the time of the requested increase.

ANTICIPATED AGREEMENT EXPENDITURES:

CY 1 CY 2 CY 3 CY 4 CY 5 NTE
Base Request $60,000 $60,000 $60,000 $63,660 $67,543

6.1% CPI Increase $0 $0 $3,660 $3,883 $4,120
Est. Annual Amount $60,000 $60,000 $63,660 $67,543 $71,663 $322,867 CEQA/NEPA REQUIREMENTS:

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

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the Award of Bid and Agreement for the Delivery of Nitrogen Gas for Wastewater Treatment to WestAir Gases & Equipment, Inc., San Diego, CA, for a two (2) year agreement with three (3) one-year extension options, for an estimated annual amount of $64,418, and a total amount not to exceed $322,088, 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 - Bid Submittal

3. Exhibit C - IFB-00102 Delivery of Nitrogen Gas for Wastewater Treatment

4. Exhibit D - Insurance Requirement

5. Exhibit E - Pricing

6. Cost Abstract
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1 ANNUAL AGREEMENT FOR
DELIVERY OF NITROGEN GAS FOR WASTEWATER TREATMENT – AGREEMENT #329819 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 WestAir Gases & Equipment, 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 Delivery of Nitrogen Gas for Wastewater Treatment to CONTRACTOR, attached hereto as Exhibit “A” and made a part hereof, and WHEREAS, the CONTRACTOR provided a responsive and responsible submittal that best meets the CITY’s needs, attached hereto as Exhibit “B” and made a part hereof, and WHEREAS, the CITY and CONTRACTOR shall enter into an agreement for the Delivery of Nitrogen Gas for Wastewater Treatment as described in IFB-00102, attached hereto as Exhibit “C” and made a part hereof (hereinafter called IFB).

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

1. THE WORK:

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

B. CONTRACTOR shall do and perform the work contemplated hereby in a good workmanlike manner under the direction of and to the satisfaction of the CITY Representative. #4..
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2 C. CONTRACTOR shall maintain proper insurance with the CITY for the duration of the AGREEMENT.

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

E. CONTRACTOR shall furnish said services at the following AGREEMENT rates for an estimated annual amount of $64,418. The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $322,088. 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 "E".

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

2. CITY REPRESENTATIVE:

CITY Representative is: Nolan Harris, [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:

Johanna Love
(619) 239-7211
[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: December 1, 2026, through November 30, 2027
Year 2: December 1, 2027, through November 30, 2028
Year 3: December 1, 2028, through November 30, 2029
Year 4: December 1, 2029, through November 30, 2030
Year 5: December 1, 2030, through November 30, 2031
Price increases for any subsequent AGREEMENT years following the second year shall not exceed the percentage change in the Producer Price Index (PPI) as published by the Bureau of Labor Statistics, Industry Data for Chemical MFG (Series ID PCU325---325---) in any one (1) agreement year and shall #4..
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3 be negotiated through the Purchasing Division with acceptable supporting documentation to substantiate the increase by manufacturer. 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 (D) to this AGREEMENT and shall otherwise comply with the other provisions of Exhibit (D) to this AGREEMENT. The city utilizes a software program “PINS Advantage” where vendor is responsible for uploading and maintaining updated insurance.

6. PAYMENT:

CONTRACTOR shall invoice CITY not less than once per month based on the cost 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 329819
• 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. IFB-00102;
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- #4..
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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: WestAir Gases & Equipment
Attention: Johanna Love
2505 Congress Street
San Diego, CA 92110
(619) 239-7211
[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 #4..
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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 “C”, 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. #4..
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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 and WestAir Gases & Equipment has caused this Agreement to be duly executed. #4..
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City of Modesto, CA
Finance
DeAnna Christensen, Director of Finance
PO BOX 642, Modesto, CA 95353
[WESTAIR GASES & EQUIPMENT] RESPONSE DOCUMENT REPORT
IFB No. IFB-00102
Delivery of Nitrogen Gas for Wastewater Treatment
RESPONSE DEADLINE: July 14, 2026 at 11:00 am
Report Generated: Tuesday, July 14, 2026
WestAir Gases & Equipment Response

CONTACT INFORMATION
Company:

WestAir Gases & Equipment
Email:
[email protected]
Contact:

Johanna Love
Address:
2505 Congress Street
San Diego, CA 92110
Phone:

N/A
Website:
www.westairgases.com
Submission Date:

Jul 14, 2026 9:15 AM (Pacific Time)
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[WESTAIR GASES & EQUIPMENT] RESPONSE DOCUMENT REPORT
IFB No. IFB-00102
Delivery of Nitrogen Gas for Wastewater Treatment
[WESTAIR GASES & EQUIPMENT] RESPONSE DOCUMENT REPORT
Invitation For Bid - Delivery of Nitrogen Gas for Wastewater Treatment

Page 2 ends

ADDENDA CONFIRMATION
No addenda issued

QUESTIONNAIRE

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

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

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

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

Confirmed
TAXES AND FREIGHT CHARGES*
Pass
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[WESTAIR GASES & EQUIPMENT] RESPONSE DOCUMENT REPORT
IFB No. IFB-00102
Delivery of Nitrogen Gas for Wastewater Treatment
[WESTAIR GASES & EQUIPMENT] RESPONSE DOCUMENT REPORT
Invitation For Bid - Delivery of Nitrogen Gas for Wastewater Treatment

Page 3 ends

Bidder acknowledges that:

A. Unless otherwise required and specified in the IFB, the prices quoted herein do not include Sales, Use or other taxes.

B. No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or for any other purpose, except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the Bid.

C. Amount paid for transportation of property to the City is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping paper shows the consignee as one (1) of the City; as such papers may be accepted by the carrier as proof of the exempt character of the shipment.

D. Articles sold to the City are exempt from certain Federal excise taxes. The City will furnish an exemption certificate.

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

Confirmed
AWARD*
Pass
Bidder Acknowledges that:

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

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

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

By checking the "please confirm" box below, you acknowledge the above statement. #4..
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[WESTAIR GASES & EQUIPMENT] RESPONSE DOCUMENT REPORT
IFB No. IFB-00102
Delivery of Nitrogen Gas for Wastewater Treatment
[WESTAIR GASES & EQUIPMENT] RESPONSE DOCUMENT REPORT
Invitation For Bid - Delivery of Nitrogen Gas for Wastewater Treatment

Page 4 ends

Confirmed
PATENT INDEMNITY*
Pass
Bidder Acknowledges:

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

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

Confirmed
SAMPLES*
Pass
Bidder Acknowledges:

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

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

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

A. In the event any item furnished by the Bidder in the performance of the contract or purchase order should fail to conform to the specifications therefore or to the sample submitted by the Bidder with its Bid, the City may reject the same, and it shall #4..
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[WESTAIR GASES & EQUIPMENT] RESPONSE DOCUMENT REPORT
IFB No. IFB-00102
Delivery of Nitrogen Gas for Wastewater Treatment
[WESTAIR GASES & EQUIPMENT] RESPONSE DOCUMENT REPORT
Invitation For Bid - Delivery of Nitrogen Gas for Wastewater Treatment

Page 5 ends

thereupon become the duty of the Bidder to reclaim and remove the same forthwith, without expense to the City, and immediately to replace all such rejected items with others conforming to such specifications or samples; provided that should the Bidder fail, neglect or refuse to do so, the City shall thereupon have the right to purchase in the open market, in lieu thereof, a corresponding quantity of any such items. City may deduct from any moneys due or that may there after come due to Bidder, or send an invoice to the Bidder which shall be paid within thirty (30) days, the difference between the prices named in the contract or purchase order and the actual cost thereof to the City. In the event that the Bidder fails to make prompt delivery as specified for any item, the same conditions as to the rights of the City to purchase in the open market and to reimbursement set forth above shall apply, except when delivery is delayed by fire, strike, freight embargo, or Act of God or the government.

B. Cost of inspection or deliveries or offers for delivery, which do not meet specifications, will be borne by the Bidder.

C. The rights and remedies of the City provided above shall not be exclusive and are in addition to any other rights and remedies provided by law or under the contract.

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

Confirmed
PAYMENT TERMS AND METHODS*
Pass
BIDDER IS ABLE TO CHOOSE FROM EITHER OF THE FOLLOWING PAYMENT METHODS AND ASSOCIATED TIMINGS:

Option A (Preferred): City of Modesto ePay Payment:

This secure payment methodology is preferred by an increasing number of the City’s suppliers. On Net 30 day timing, you will receive a single-use Master Card number with a detailed remittance for each payment. You will process the payment through your POS/Card terminal. The payment remittance will be sent from [email protected] via email and will contain the following information:
• 16-digit credit card number
• Expiration date
• Security code
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[WESTAIR GASES & EQUIPMENT] RESPONSE DOCUMENT REPORT
IFB No. IFB-00102
Delivery of Nitrogen Gas for Wastewater Treatment
[WESTAIR GASES & EQUIPMENT] RESPONSE DOCUMENT REPORT
Invitation For Bid - Delivery of Nitrogen Gas for Wastewater Treatment

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

Option B – Manual Check:

Option A - ePay (Preferred)
DID YOU CHOOSE THE PAYMENT TERM - OPTION A - EPAY?*
Pass
Yes
PLEASE ENTER THE PREFERRED EMAIL ADDRESS TO SET UP EPAY.* Pass
[email protected]
CALIFORNIA GOVERNMENT CODE SECTION 4552*
Pass
Bidder Acknowledges:
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[WESTAIR GASES & EQUIPMENT] RESPONSE DOCUMENT REPORT
IFB No. IFB-00102
Delivery of Nitrogen Gas for Wastewater Treatment
[WESTAIR GASES & EQUIPMENT] RESPONSE DOCUMENT REPORT
Invitation For Bid - Delivery of Nitrogen Gas for Wastewater Treatment

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

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

Confirmed
NO GUARANTEE OR WARRANTY*
Pass
Bidder Acknowledges that:

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

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

Confirmed
MINOR IRREGULARITIES*
Pass
Bidder Acknowledges that:

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

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

Confirmed
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[WESTAIR GASES & EQUIPMENT] RESPONSE DOCUMENT REPORT
IFB No. IFB-00102
Delivery of Nitrogen Gas for Wastewater Treatment
[WESTAIR GASES & EQUIPMENT] RESPONSE DOCUMENT REPORT
Invitation For Bid - Delivery of Nitrogen Gas for Wastewater Treatment

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

WestAir Gases & Equipment, Inc.

BIDDER 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.

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

WestAir Gases & Equipment, Inc.

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

Yes
TYPE OF LEGAL ENTITY - SELECT*
Pass
Please select which of the following legal entity options under which the Bidder Company operates. #4..
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[WESTAIR GASES & EQUIPMENT] RESPONSE DOCUMENT REPORT
IFB No. IFB-00102
Delivery of Nitrogen Gas for Wastewater Treatment
[WESTAIR GASES & EQUIPMENT] RESPONSE DOCUMENT REPORT
Invitation For Bid - Delivery of Nitrogen Gas for Wastewater Treatment

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Corporation
LEGAL ENTITY STATE OF REGISTRATION*
Pass
In which State is the Bidder Company registered?
California
BIDDER COMPANY HEADQUARTERS ADDRESS*
Pass
Please provide the full street address for the headquarters of the Bidder Company. Be sure to include the following:
• Full Street Address
• City
• State
• Country
• Postal Code
2505 Congress Street San Diego, CA 92110
BIDDER COMPANY WEBSITE ADDRESS*
Pass
Please provide the full company website address for the Bidder Company. www.westairgases.com
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[WESTAIR GASES & EQUIPMENT] RESPONSE DOCUMENT REPORT
IFB No. IFB-00102
Delivery of Nitrogen Gas for Wastewater Treatment
[WESTAIR GASES & EQUIPMENT] RESPONSE DOCUMENT REPORT
Invitation For Bid - Delivery of Nitrogen Gas for Wastewater Treatment

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CONTACT PERSON DETAILS*
Pass
Please provide the following information for the Contact person for this bid:
• Name
• Title
• Phone (Office)
• Phone (Mobile)
• Mailing Address (Street Address, City, State, Postal Code) • Fax Number
• Email
Johanna Love
Director of Project Management
619-239-7211
2505 Congress Street San Diego, CA 92110
[email protected]
FEDERAL TAXPAYER IDENTIFICATION NUMBER (TIN)*
Pass
Please provide the Bidder Company's Federal Taxpayer Identification Number here. 95-2673204

DUNS & BRADSTREET (DUNS) NUMBER
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[WESTAIR GASES & EQUIPMENT] RESPONSE DOCUMENT REPORT
IFB No. IFB-00102
Delivery of Nitrogen Gas for Wastewater Treatment
[WESTAIR GASES & EQUIPMENT] RESPONSE DOCUMENT REPORT
Invitation For Bid - Delivery of Nitrogen Gas for Wastewater Treatment

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Pass
Please provide the Bidder Company's Duns & Bradstreet (DUNS) Number here. 05-2834694
BIDDER OFFICER NAMES AND TITLES*
Pass
Please provide the Names and Titles of the Top Three Bidder Officers in the following manner:
• Full Name, Full Title
• Full Name, Full Title
• Full Name, Full Title
Johanna Love - Director of Project Management
YEARS IN BUSINESS*
Pass
For how long has the Bidder Company been in business? Please indicate in number of years. 56 years
CLOSEST BIDDER OFFICE*
Pass
Please provide the address for the Bidder Office closest to the City of Modesto. Please be sure to provide:
• Full Street Address
• City
• State
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[WESTAIR GASES & EQUIPMENT] RESPONSE DOCUMENT REPORT
IFB No. IFB-00102
Delivery of Nitrogen Gas for Wastewater Treatment
[WESTAIR GASES & EQUIPMENT] RESPONSE DOCUMENT REPORT
Invitation For Bid - Delivery of Nitrogen Gas for Wastewater Treatment

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• Country
• Postal Code
510 River Road Modesto CA 95351
CITY OF MODESTO BUSINESS LICENSE*
Pass
Does the Bidder Company currently possess a valid City of Modesto Business License? NOTE: An answer of "No", does not exclude the bid from potential award as it is not required until the contract begins.

Yes
CITY OF MODESTO BUSINESS LICENSE NUMBER*
Pass
You have indicated that the Bidder Company already possesses a City of Modesto Business License, please provide the business license number here.

I can provide this

3. City Forms
BIDDER EXCEPTIONS, CLARIFICATIONS, AMENDMENTS*
Pass
Does the Bidder have any exceptions, clarifications, or amendments to this IFB, sample agreement, or its associated specifications? No
BIDDER CUSTOMER REFERENCES*
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[WESTAIR GASES & EQUIPMENT] RESPONSE DOCUMENT REPORT
IFB No. IFB-00102
Delivery of Nitrogen Gas for Wastewater Treatment
[WESTAIR GASES & EQUIPMENT] RESPONSE DOCUMENT REPORT
Invitation For Bid - Delivery of Nitrogen Gas for Wastewater Treatment

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

Financial_Interest_Disclosure__IFBcompleted.pdf
LOCAL VENDOR?*
Pass
Is the Bidder a local vendor as defined by the following requirement? To qualify as a local Bidder, the Bidder must have a physical business location within the City of Modesto and a current City of Modesto business license.

Yes
SUPPORT OF LOCAL VENDORS*
Pass
Please download the below documents, complete, and upload. • Support_of_Local_Vendors.pdf
Support_of_Local_Vendors_completed.pdf
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[WESTAIR GASES & EQUIPMENT] RESPONSE DOCUMENT REPORT
IFB No. IFB-00102
Delivery of Nitrogen Gas for Wastewater Treatment
[WESTAIR GASES & EQUIPMENT] RESPONSE DOCUMENT REPORT
Invitation For Bid - Delivery of Nitrogen Gas for Wastewater Treatment

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BIDDER COMPANY HISTORY STATEMENT*
Pass
Please download the below documents, complete, and upload. • Bidder_Company_History_Stat...

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

Bidder_Experience_and_Certifications.docx
WAG_Capabilities_Statement.pdf
SUBCONTRACTORS?*
Pass
Will the Bidder be using subcontractors for any purpose to perform services noted in this IFB? No
CALIFORNIA LEVINE ACT DISCLOSURE*
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[WESTAIR GASES & EQUIPMENT] RESPONSE DOCUMENT REPORT
IFB No. IFB-00102
Delivery of Nitrogen Gas for Wastewater Treatment
[WESTAIR GASES & EQUIPMENT] RESPONSE DOCUMENT REPORT
Invitation For Bid - Delivery of Nitrogen Gas for Wastewater Treatment

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Pass
Please download the below documents, complete, and upload. • Modesto_Levine_Act_Statemen...

Modesto_Levine_Act_Statement_Formcompleted.pdf

4. Additional Bid Information

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

No response submitted
SUBMITTAL CONFIRMATION*
Pass
Bidder hereby certifies that all information provided within this submittal is accurate to the best of their knowledge and acknowledges that they have provided proof of their authority to submit a proposal on behalf of the stated Company Name committing them to the information contained within said submittal.

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

Confirmed

PRICE TABLES

ITEM LIST
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[WESTAIR GASES & EQUIPMENT] RESPONSE DOCUMENT REPORT
IFB No. IFB-00102
Delivery of Nitrogen Gas for Wastewater Treatment
[WESTAIR GASES & EQUIPMENT] RESPONSE DOCUMENT REPORT
Invitation For Bid - Delivery of Nitrogen Gas for Wastewater Treatment

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Line Item Description Estimated
Annual
Quantity
Unit of
Measure
Unit Price Total
1 Nitrogen Gas, industrial grade, suitable for inserting/purging process equipment 1,000,000 cubic foot $0.05 $50,000.00 TOTAL $50,000.00

ADDITIONAL SERVICES
For costing purposes only
Line Item Description Quantity Unit of
Measure
Unit Cost Total
1 Emergency Delivery 1 EA $750.00 $750.00
TOTAL $750.00
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BIDDER CUSTOMER REFERENCES
Bidder must 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 IFB. Bidder’s references shall have similar volume and requirements to the City of Modesto’s as described in the above-referenced IFB. Bidders 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 Bidder’s performance record on services similar to that described in the above-referenced IFB. The City reserves the right to contact references other than those provided in Bidder’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 $
#4..
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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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FINANCIAL INTEREST DISCLOSURE
Any contract award to result from this IFB process and Bidder’s submission of a Bid 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 Bidder until all person with a direct or indirect financial interest of greater than $2,000 in the Bidder are identified by name.

Bidder 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 Bidder shall identify any person with a financial interest in the Bidder 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 Bidder 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 Bidder 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 Bidder 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. #4..
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Print Names of Persons Having a Financial Interest in Bidder 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 Bidder Signatory:

Signature of Bidder Representative:
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SUPPORT OF LOCAL VENDORS
Notice Pursuant to Modesto Municipal Code section 8.3-206 - Should the Bidder which submits the lowest responsive Bid (and would otherwise normally qualify to receive the Bid pursuant to Sections 8-3.203 and 8-

3.204 of the Modesto Municipal Code) not be a local business as defined herein, the lowest Bid or quote submitted by a local business that is within five percent (5%) of the lowest Bid or quote, whether or not that Bidder is the second lowest Bidder, may be deemed to be the lowest Bidder if the local Bidder agrees to reduce its Bid to match the Bid of the lowest Bidder in writing within five business days after notification by City Purchasing staff, provided that said local Bidder is deemed to be a responsible Bidder as determined by the Purchasing Manager.

Notwithstanding the foregoing, award to the local Bidder must still be approved by the City Council as would have the typical award.

To qualify as a local Bidder, the Bidder must have a physical business location within the City of Modesto and a current City of Modesto business license.

This document is only required should the Bidder request to be considered for the Support of Local Vendor preference, and meets the criteria noted above.

Check here:
☐ I declare I am a local business per the above criteria Bidder Company Name:

City of Modesto Address
(Street, City, State, Postal Code:

City of Modesto Business License Number:

Under penalty of perjury, the undersigned declares that the foregoing information is true and correct:

Print/Type Name:

Title:

Signature:

Date:
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BIDDER COMPANY HISTORY STATEMENT
Bidder 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 Bids (IFB).

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

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

Insert Bidder Company History Overview Statement Beginning Here:
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CAPABILITIES

STATEMENT
Johanna Love
Project Manager
[email protected]
(619) 239-7211
About WestAir
NAICS, CAGE Code
424690, 325120, & 423840
Other Chemical &
Allied Products Merchant Wholesales
Cage Code 9H636
Cylinder Tracking, Nitrogen Pumping,
Green CO2, Process Piping Design &
Equipment Installation.

EPA Protocol Gases, Specialty Gas Equip.
& Cryogenic Products, Welding Supplies
& Equipment, Abrasives, Safety Products.

Industries
Gas-Oil-Petroleum, Food & Agriculture,
Metal Fabrication, Medical, Lab & Life
Sciences, Shipbuilding, Aerospace, &
Beverage (Bars, restaurants, hospitality)
17 Locations across
California
Dedicated sta
(Avg. 7.6 year tenure)
Service worth rallying around
WestAir was founded with rugged individualism and a bold objective:

To provide unparalleled customer experiences as the most trusted independent distributor of gases and equipment.

Simply put? We believe our products have the ability to help vital industries change the world. WestAir has a rich history of serving a variety of specialty, medical, and industrial gas needs -- throughout our 53+ years of sourcing and distributing cylinder and bulk gases, we’ve comied to consistent, well-timed deliveries that rely on innovation and incredible daily teamwork.

As a service-driven organization, we champion things such as: cameras on delivery trucks, ongoing training, and process improvements to ensure installation safety remains paramount no ma
er who’s working on the site.
+
Years (and counting*) as a
distributor of high-pressure,
flammable gas and equipment
Voted Best
Vendor at SpaceX
Headquartered in San Diego, CA
we’ve remained family-owned
and operated since 1970.

Today, 350+ sta members operate as a
C-Corp in locations across CA.

Services + Products
WestAir Gases & Equipment, INC. @westairgases
2505 Congress Street
San Diego, CA 92110
(866) WestAir
Who we serve
• Contra Costa Water District
• City of San Diego Parks & Rec.
• State Air Resources Board
• APTIM Federal Services
• Mount Saint Antonio College
• Poway Unified School District
• City of Los Angeles
• Los Angeles World Airport
• OC Public Works Facilities Operations
• O
ice of Emergency Services – S.D. County
• Tarrant County Texas
• San Bernardino County Sheri
’s Department
• San Francisco Public Utilities Commission
• TRAX International
• Orange County Sanitation
• Los Angeles Department of Water & Power
Learn more by visiting westairgases.com

REGISTRATIONS
• FED ID# 95-2673204
• DUNS # 05-2834694
• UEI# NEULLPFKKQ73
• CONTRACTOR LICENSE 813321
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BIDDER WARRANTY STATEMENTS
As a material part of its Bid, Bidder shall insert below a written statement detailing any materials and workmanship warranties, terms and conditions in conformance with the specifications and requirements set forth in this IFB.

Notwithstanding any other provisions of this IFB, Bidder warrants that the materials, supplies, or other services furnished under any contract or purchase order resulting from its Bid shall be on the most suitable grade and meet or exceed the standards set forth in this IFB. Such warranty shall include the following; performance, workmanship, labor, materials, and Bidder design or engineering contributions. If a defect is discovered in any item of the materials, assemblies, components, supplies or services covered in this Bid, Bidder shall correct at its sole expense, all such defects as are reported within 30 days of City’s final acceptance. Upon expiration of the applicable warranty period, all such liability shall terminate except for fraud or such gross mistakes as amount to fraud, latent defects, or specific failure to comply with the terms or any resultant purchase order.

All materials, parts, labor, assemblies and components shall by subject to the warranty conditions and terms unless specifically exempted in writing by the City of Modesto.

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

Insert Bidder Warranty Statement Beginning Here:

WestAir Gases and Equipment, Inc. warrants that all industrial gases supplied to the City of Modesto, CA shall meet applicable industry purity and quality specifications at the time of delivery. This warranty covers defects in product quality resulting from WestAir’s handling, storage, or delivery processes, and does not extend to issues arising from improper storage, handling, or use by the City after acceptance of delivery. WestAir’s sole obligation under this warranty is to replace any non-conforming product or issue a credit for its value, provided the City notifies WestAir of any defect within a reasonable time following delivery.
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BIDDER EXPERIENCE AND CERTIFICATIONS
Bidder shall provide below a summary covering the following:

A. Experience: The Contractor and its employees directly involved in providing inspections, services and repairs shall have a minimum of three years’ experience providing the types of services requested in this IFB:
i. Identify key personnel and their position within your organization. a. Mike Fuette – RVP Central California
b. Johanna Love – Director of Project Management (contact for the Bid process) c. Richard E#kvixaysack – Plant Manager Fresno (contact for ordering) ii. Provide a biographical summary or resume detailing the experience, level of expertise and qualifications of the key individuals providing the types of services requested herein.

Please see attached Capabilities Statement
iii. If you plan to subcontract work, you must also indicate in Subcontractor List the name and address of each firm and the type of work or tasks the subcontractor will perform. Identify key personnel assigned to the project, their position, qualifications and representative experience.

We will not be using any subcontractors.

B. Certifications: Bidder shall provide copies of all relevant certifications held for both company and any individuals required to perform the services requested herein.

Please let us know what you need and we can provide them to you. #4..
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CAPABILITIES

EPA Protocol Gases, Specialty Gas Equip.
& Cryogenic Products, Welding Supplies
& Equipment, Abrasives, Safety Products.

To provide unparalleled customer experiences as the most trusted independent distributor of gases and equipment.

Today, 350+ sta members operate as a
C-Corp in locations across CA.

REGISTRATIONS
• FED ID# 95-2673204
• DUNS # 05-2834694
• UEI# NEULLPFKKQ73
• CONTRACTOR LICENSE 813321
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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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1 INVITATION FOR BIDS (“IFB”) NO. IFB-00102
FOR

DELIVERY OF NITROGEN GAS FOR WASTEWATER TREATMENT
BIDS DUE: July 14, 2026 before 11:00 am
CITY OF MODESTO CONTACT: Armando Fabro, Buyer
E-MAIL ADDRESS: [email protected]
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INVITATION FOR BIDS # IFB-00102

DELIVERY OF NITROGEN GAS FOR WASTEWATER TREATMENT
2 Table Of Contents

NOTICE TO BIDDERS

INSTRUCTIONS TO BIDDERS

VIRTUAL BID OPENING

GENERAL BID REQUIREMENTS

PRICING SCHEDULE

BID SUBMITTAL

TECHNICAL SPECIFICATIONS AND REQUIREMENTS

SAMPLE ANNUAL AGREEMENT - SERVICES-NON-PREVAILING WAGE
EXHIBIT D: INSURANCE REQUIREMENTS FOR MOST CONTRACTS
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INVITATION FOR BIDS # IFB-00102

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3 NOTICE TO BIDDERS
NOTICE IS HEREBY GIVEN that the City of Modesto, County of Stanislaus, State of California (“City”), will receive electronic sealed Bids (each, a “Bid”) from qualified Bidders (each, a “Bidder”) for the furnishing of Delivery of Nitrogen Gas for Wastewater Treatment equipment, materials, supplies and/or related services (the “Services”) for the City of Modesto, Utilities Department, Wastewater Division.

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

Each Bid shall be submitted electronically through the City's OpenGov Procurement portal prior to 11:00 am on Tuesday, July 14, 2026, after which time Bids will be opened, read and recorded. The opening of bids will not be physically open to the public but may be viewed simultaneously via video conferencing in the manner provided for herein. All Bids shall be available for review following City Council award approval at the Purchasing Division, 1010 Tenth Street, 5th Floor, Suite 5300, Modesto, CA 95354.

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

Bids received in any other format will not be accepted. The City of Modesto assumes no responsibility for delay in the upload of documents or final submittal of the Bid. #4..
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INVITATION FOR BIDS # IFB-00102

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4 INSTRUCTIONS TO BIDDERS

CALENDAR OF EVENTS
IFB Issued: June 2, 2026
Questions Due via City's OpenGov
Procurement portal:

June 9, 2026, 5:00pm
Addendum Issued (if required): June 16, 2026
Bid Due Date & Time: July 14, 2026, 11:00am
Approximate Contract Award: August 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, June 9, 2026.

The City will respond to questions through the OpenGov portal where answers can be found in the Question & Answer tab; however, if a response to a question elicits a change to the bid documents, an addendum will be posted through the OpenGov portal under the Addenda & Notices tab. All contact between Bidder and the City regarding the Bid process shall be through the City Contact. Attempts by the Bidder to contact other City personnel regarding this IFB and associated process may result in disqualification of the Bidder.

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

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

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

SUBMITTAL OF NO BID
If you are not submitting a Bid, you have the option to submit "No Bid" and state the reason you are not submitting a bid for this particular IFB.
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INVITATION FOR BIDS # IFB-00102

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5 VIRTUAL BID OPENING
The City of Modesto will be broadcasting Bid openings live electronically via Microsoft Teams at 11:00 am (Pacific Time) on Tuesday, July 14, 2026. The City Clerk Record of Proposal document should be available on the City's OpenGov Procurement portal by the end of the same day.

The public Bid opening for this Invitation for Bids will be available using the URL link provided below. By submitting your Bid for the above-stated IFB you acknowledge, understand, and agree to this modified Bid opening procedure.

URL: https://teams.microsoft.com/l/meetupjoin/19%3ameeting_NTI0YzBiMDMtNDQ0Yi00YjNlLWIwZjYtYzg4ZDVjMDdkM2Mz%40thread.v2/0?co ntext=%7b%22Tid%22%3a%22125ccacf-fc61-463c-9976-
189f876ff90b%22%2c%22Oid%22%3a%229715c333-c997-4dd7-8984-12cd4deaa705%22%7d Call-In#: 1 469-998-7409
Conference ID: 961 656 049#
Should you have any questions regarding this, please do not hesitate to contact Armando Fabro. #4..
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INVITATION FOR BIDS # IFB-00102

DELIVERY OF NITROGEN GAS FOR WASTEWATER TREATMENT
6 GENERAL BID REQUIREMENTS

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

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

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

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

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

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

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

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

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

AWARD OF BID
• The City may award one or more agreements to one or more Bidder in order to provide for backup, or in case the “primary” contractor is unable to meet the City’s needs. • The City reserves the right to decline to award any agreement if it is determined that the proposed pricing is not competitively priced based on similar agreements with public agencies within the State of California or if the bids received fail to meet the City’s requirements. • Upon notification of the Intent to Award, Contractor must provide their Business License (if applicable), W-9 and Insurance Requirements (if applicable) within ten (10) business days. For Contractors who currently do not have a Business License with the City of Modesto, please submit your business application and pay the applicable fees using the link provided. https://modestogov.com/2379/BusinessLicense-Applications-and-Agreem. Submit your signed W-9 using the City’s Vendor Registration Form. This link will be provided to the vendor(s) named in the Intent to Award letter. Additionally, all insurance requirements should be submitted through the City’s PINS insurance portal. An email will be #4..
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8 generated through the PINS system ([email protected]) with instructions on uploading insurance documents into the portal.
• The City reserves the right to select that Bid, which best suits the City’s needs. In addition to price, consideration will be given to the quality and performance of the service to be purchased, and the criteria listed in Modesto Municipal Code Section 8-3.203(f). Regardless of City staff’s recommendation, the City Council reserves the right to award an agreement to the Bidder that best suits the City’s needs as determined by the City Council whether or not said award is consistent with City staff’s recommendation for award.

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

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

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

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

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

Protest Procedures
• Only a Bidder who has actually submitted a Bid is eligible to submit a protest against the City’s Announced Decision.
• Subcontractors are not eligible to submit bid protests. • A Bidder may not rely on the bid protest submitted by another bidder but must timely pursue its own protest.
• A written protest to an Announced Decision must be made to the City of Modesto's Director of Finance no later than ten days after the date of the Announced Decision. • The protest shall be delivered or sent by registered mail and received by the City by the deadline, or protest will be automatically rejected. Protestors who choose to be represented by legal counsel are responsible for the associated expenses.
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10 • The protest shall be accompanied by a certified cashier's check in the amount of $300.00, (except for protests of Federally Funded agreements), made payable to the Clerk of the City of Modesto. Protests filed without the requisite fee will be rejected without any additional review. • The protest filed with the Director of Finance shall:
a. Include the name, address, email address and business telephone number of the protestor; b. Identify the protest by name, Invitation for Bid (IFB) or Request for Proposal (RFP) number, and IFB/RFP date;
c. The bid protest must contain a complete statement of the basis for the protest and all supporting documentation. The protest must refer to the specific portion or portions of the Contract Documents upon which the protest is based;
d. Include all supporting documentation, if any. Documentation submitted after filing deadline will not be reviewed.
• Bid Protests: A Bidder shall follow, in order, the following steps:
a. Protest to Director of Finance: Upon receipt of a complete and timely protest, the Director of Finance shall review all the submitted materials and shall create and retain a written record of the review. The Director of Finance shall respond at least generally to each material issue raised in the protest not later than ten days after receipt of the protest. Notice of the Director of Finance's decision may be given by letter mailed through U.S. Postal Service.

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

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

City Clerk’s Office
Attn: Director of Finance
PO Box 642
Modesto CA 95353
b. Appeal to Deputy City Manager: At the protestor’s discretion, the decision of the Director of Finance may be appealed in writing to the City of Modesto's Deputy City Manager(s) no later than ten days after the date of the Director of Finance’s Decision. The scope of the appeal shall be limited by the issues raised in the initial protest to the Director of Finance. The Deputy City Manager shall not be permitted to review any newly raised issues. The Deputy City Manager #4..
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11 shall review the appeal, accompanying supporting documents, if any and the written records of the protest review by the Director of Finance. A written record of the Deputy City Manager's review shall be created and maintained. The Deputy City Manager shall give notice of their decision to the protestor within ten days after receipt of appeal.

Further protest appeals shall either be delivered to:

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

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

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

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

City Clerk’s Office
Attn: City Council
PO Box 642
Modesto CA 95353
d. Optional Alternative Process for Protests of Procurement Actions Exceeding $250,000: A Bidder protesting procurements exceeding $250,000 shall comply with the procedures contained herein, #4..
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12 except that in lieu of appeal to the Deputy City Manager a protestor may request that the protest be heard and decided at an administrative hearing.

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

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

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

The costs of the hearing officer and expenses of the protest shall be borne by the protestor. The sums deposited with the request for hearing shall be credited to the costs of the hearing officer and other hearing expenses.
e. Mandatory Alternative Process for Protests of Procurements Obtained with Federal Funds: If the protested procurement involves federal funds, the Deputy City Manager, City Council, or hearing officer shall give notice, accompanying their respective decisions, to the protestor that he or she has the right to appeal to the appropriate federal agency, for which an agency name, contact (where available) and address shall be provided by City staff. Such an appeal shall be filed with the appropriate agency within seven business days of the dispatch or rejection notices to the protestor. Federal agencies may entertain protests alleging that the City has failed to adopt written protest procedures or has failed to follow such procedures. The City Council is the highest authority of the City of Modesto, and its decisions are final. A disappointed Bidder for a contract involving expenditures of Federal funds shall have the right to appeal the City Council decision directly to the federal agency as described herein. #4..
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13 PRICING SCHEDULE
All labor, materials, equipment, tools, fuel, licenses, insurance and other expenses necessary for Bidder to perform the required services shall be included in Bid pricing. Bid must be submitted on the below Pricing Schedule provided. No alterations should be made to the pricing schedule. Any exceptions, amendments or adjustments should be noted on the Bidder Exceptions, Clarifications, Amendments Form.

ESTIMATED ANNUAL QTY x UNIT PRICE= TOTAL
**In case of 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.**

ITEM LIST
Line Item Description Estimated
Annual
Quantity
Unit of
Measure
Unit Price Total
1 Nitrogen Gas, industrial grade,
suitable for inserting/purging
process equipment
1,000,000 cubic foot
TOTAL

ADDITIONAL SERVICES
For costing purposes only
Line Item Description Quantity Unit of
Measure
Unit Cost Total
1 Emergency Delivery 1 EA
TOTAL
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14 BID SUBMITTAL
Bidder’s submission should include all City of Modesto forms as provided. If any form is not applicable, Bidder should write or type “Not Applicable” on it but still include the form in your submission. Before submitting the forms, make sure to review the forms to avoid submitting duplicate forms.

ACKNOWLEDGEMENTS
IFB ACKNOWLEDGEMENT*
The Bidder submitting acknowledges receipt of the referenced IFB and/or Addenda and offers and agrees to provide the articles and/or services specified on behalf of the Bidder indicated in Bidder’s Bid Forms provided by the City, attached hereto and made a part hereof, this includes any forms for the pricing proposed on the Pricing Schedule.

By checking the "please confirm" box below, you acknowledge the above statement. ☐ Please confirm
*Response required
PREPARATION OF BIDS*
Bidder acknowledges that they have quoted price as specified in Bid. No alterations or changes of any kind shall be permitted to the Pricing Schedule as provided. Responses that do not comply shall be subject to rejection in total.

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

A. Unless otherwise required and specified in the IFB, the prices quoted herein do not include Sales, Use or other taxes.

D. Articles sold to the City are exempt from certain Federal excise taxes. The City will furnish an exemption certificate.
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15 By checking the "please confirm" box below, you acknowledge the above statement. ☐ Please confirm
*Response required
AWARD*
Bidder Acknowledges that:

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

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

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

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

By checking the "please confirm" box below, you acknowledge the above statement. #4..
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16 ☐ Please confirm
*Response required
RIGHTS AND REMEDIES OF CITY FOR DEFAULT*
Bidder Acknowledges:

A. In the event any item furnished by the Bidder in the performance of the contract or purchase order should fail to conform to the specifications therefore or to the sample submitted by the Bidder with its Bid, the City may reject the same, and it shall thereupon become the duty of the Bidder to reclaim and remove the same forthwith, without expense to the City, and immediately to replace all such rejected items with others conforming to such specifications or samples; provided that should the Bidder fail, neglect or refuse to do so, the City shall thereupon have the right to purchase in the open market, in lieu thereof, a corresponding quantity of any such items. City may deduct from any moneys due or that may there after come due to Bidder, or send an invoice to the Bidder which shall be paid within thirty (30) days, the difference between the prices named in the contract or purchase order and the actual cost thereof to the City. In the event that the Bidder fails to make prompt delivery as specified for any item, the same conditions as to the rights of the City to purchase in the open market and to reimbursement set forth above shall apply, except when delivery is delayed by fire, strike, freight embargo, or Act of God or the government.

B. Cost of inspection or deliveries or offers for delivery, which do not meet specifications, will be borne by the Bidder.

C. The rights and remedies of the City provided above shall not be exclusive and are in addition to any other rights and remedies provided by law or under the contract.

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

BIDDER IS ABLE TO CHOOSE FROM EITHER OF THE FOLLOWING PAYMENT METHODS AND ASSOCIATED TIMINGS:

Option A (Preferred): City of Modesto ePay Payment:

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

Option B – Manual Check:

On Net 45 Day timing, the City will mail a hardcopy check to Bidder. The payment will be deemed to have been made when the check envelope is mailed via US Postal Service First Class Mail. The timing of the mailing will be at the end of the Net 45 Day period. Additional time should be estimated by the Bidder for the check to be in transit, and to await deposit and clearance by Bidder staff. ☐ Option A - ePay (Preferred)
☐ Option B - Manual Check
*Response required
DID YOU CHOOSE THE PAYMENT TERM - OPTION A - EPAY?*
☐ Yes
☐ No
*Response required
When equals "Yes"
PLEASE ENTER THE PREFERRED EMAIL ADDRESS TO SET UP EPAY.* *Response required
CALIFORNIA GOVERNMENT CODE SECTION 4552*
Bidder Acknowledges:

By checking the "please confirm" box below, you acknowledge the above statement. ☐ Please confirm
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18 *Response required
NO GUARANTEE OR WARRANTY*
Bidder Acknowledges that:

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

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

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

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

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

NOTE: If the company is not operating under an additional name or a dba, then you may state "N/A" here.
*Response required
TYPE OF LEGAL ENTITY*
Is the Bidder Company a Corporation, Limited Liability Company, Partnership, or Sole Proprietorship? If the Bidder Company is something other than one of the above options, please answer "No" here and you will be asked to provide more information after this question. #4..
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19 ☐ Yes
☐ No
*Response required
When equals "Yes"
TYPE OF LEGAL ENTITY - SELECT*
Please select which of the following legal entity options under which the Bidder Company operates. ☐ Corporation
☐ Limited Liability Company
☐ Partnership
☐ Sole Proprietorship
*Response required
When equals "Yes"
LEGAL ENTITY STATE OF REGISTRATION*
In which State is the Bidder Company registered?
*Response required
When equals "No"
TYPE OF LEGAL ENTITY - OTHER*
You have indicated that the Bidder Company does not operate as a Corporation, a Limited Liability Company, a Partnership, or as a Sole Proprietorship. Please explain and be sure to note which State the Bidder Company is registered/established.
*Response required
BIDDER COMPANY HEADQUARTERS ADDRESS*
Please provide the full street address for the headquarters of the Bidder Company. Be sure to include the following:
• Full Street Address
• City
• State
• Country
• Postal Code
*Response required
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20 BIDDER COMPANY WEBSITE ADDRESS*
Please provide the full company website address for the Bidder Company. *Response required
CONTACT PERSON DETAILS*
Please provide the following information for the Contact person for this bid:
• Name
• Title
• Phone (Office)
• Phone (Mobile)
• Mailing Address (Street Address, City, State, Postal Code) • Fax Number
• Email
*Response required
FEDERAL TAXPAYER IDENTIFICATION NUMBER (TIN)*
Please provide the Bidder Company's Federal Taxpayer Identification Number here. *Response required

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

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

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

ADDITIONAL BID INFORMATION

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

By checking the "please confirm" box below, you certify the above statement. ☐ Please confirm
*Response required
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24 TECHNICAL SPECIFICATIONS AND REQUIREMENTS

SCOPE OF WORK
The City of Modesto, Utilities Department, Wastewater Services Division uses nitrogen gas as part of the treatment process. This gas is used to purge the headspace of the anaerobic digesters during both start-up and shutdown procedures at the City's Primary Treatment Plant. Gas will be injected directly into the digester tanks via CGA (Compressed Gas Association) fixed head connection.

The City of Modesto, Utilities Department, Wastewater Division, is seeking a qualified Contractor for the delivery of the following gas.

ITEM
#

ITEM/DESCRIPTION ESTIMATED FREQUENCY OF

DELIVERY
1 Nitrogen Gas (N2), industrial grade,
suitable for inserting/purging process
equipment
Twice per year

DELIVERY
Location: City of Modesto Regional Water Recycling Facility - Sutter Campus 1221 Sutter Ave.

Modesto, CA 95354
Days of Week: Monday through Thursday (excluding holidays) NO FRIDAY

DELIVERIES
Delivery
Hours:
7:00 A.M. to 12:00 P.M. and 12:30 P.M. to 3:30 P.M. (Pacific Standard Time) (or as requested)
Each Delivery shall include and left with City Staff:
• Bill of Lading
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25 • Safety Data Sheet (SDS)
All deliveries shall be made within fourteen (14) business days after the order is placed. Each delivery shall be signed for by an approved onsite City Representative.

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

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

A. Pricing shall remain firm for the first two (2) years of any agreement, which may be awarded pursuant to this IFB.

B. Price increases for subsequent agreement years, three, four and five, shall not exceed the Producer Price Index (PPI) as published by the Bureau of Labor Statistics: Industry Data for Chemical MFG (Series ID PCU325---325---) in any one (1) agreement year, and shall be negotiated through the Purchasing Division with acceptable supporting documentation to substantiate the increase by manufacture. Request 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.

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

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26 SAMPLE ANNUAL AGREEMENT - SERVICES-NON-PREVAILING WAGE This agreement, hereinafter called AGREEMENT, made and entered into in the City of Modesto, State of California, this _______ day of ________________, 20___, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and _____, a _______, hereinafter called CONTRACTOR.

W I T N E S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 20___-______ authorizing the Award of Bid and agreement for the ______ SERVICES to CONTRACTOR, attached hereto as Exhibit “A” and made a part hereof, and
WHEREAS, the CONTRACTOR provided a responsive and responsible submittal that best meets the CITY needs, attached hereto as Exhibit “B” and made a part hereof, and WHEREAS, the CITY and CONTRACTOR shall enter into an agreement for the ______ SERVICES as described in IFB ____-____, attached hereto as Exhibit “C" and made a part hereof (hereinafter called IFB).

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

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

AGREEMENT PRICING
[TBD - Insert Pricing Table Here]

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

3. CONTRACTOR CONTACT
<Enter Contact Information Here>

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: MONTH DD, 20___ through MONTH DD, 20___
Year 2: MONTH DD, 20___ through MONTH DD, 20___
Year 3: MONTH DD, 20___ through MONTH DD, 20___
Year 4: MONTH DD, 20___ through MONTH DD, 20___
Year 5: MONTH DD, 20___ through MONTH DD, 20___
Pricing as set forth in Section 1.e. above shall remain firm for the first two years of the AGREEMENT.

Price increases for any subsequent AGREEMENT years following the second year shall not exceed the Producer Price Index (PPI) as published by the Bureau of Labor Statistics: Industry Data for Chemical MFG (Series ID PCU325---325---) in any one (1) agreement year and shall be negotiated through the Purchasing Division with acceptable supporting documentation to substantiate the increase by manufacture. Requests for price increase shall be submitted by CONTRACTOR in writing, ninety (90) days prior to the annual anniversary date of the AGREEEMENT to be effective for the subsequent year.

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

5. INSURANCE REQUIREMENTS
During the term of this AGREEMENT, CONTRACTOR shall maintain in full force and effect at its own cost and expense the insurance coverage as set forth in the attached Exhibit (D) to this AGREEMENT and shall otherwise comply with the other provisions of Exhibit (D) to this AGREEMENT. The City utilizes a software program “PINS Advantage” where vendor is responsible for uploading and maintaining updated insurance. #4..
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28 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 [TO BE DETERMINED BY IFB RESPONSE IN FINAL AGREEMENT, EITHER “Net 30 terms via CITY’s ePay Program” or “Net 45 Days via manual check”]. The CITY is exempt from payment of Federal Excise Tax, and all invoices shall be exclusive of such excise tax.

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

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.

DELIVERY OF NITROGEN GAS FOR WASTEWATER TREATMENT
29 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. Executed Agreement;
c. CONTRACTOR Bid submittal;
d. IFB No. IFB-00102
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 nonperformance to the reasonable satisfaction of the non-breaching party, or such other time as may be identified in the notice. Failure to correct any non-performance shall allow the non-breaching party to terminate this AGREEMENT for cause.

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

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 #4..
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30 any CONTRACTOR or subcontractor include lost profits for portions of the SERVICES not completed or undertaken, including materials not delivered; d. Deliver or otherwise make available to the CITY all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the CONTRACTOR in performing the SERVICES whether completed or in process; e. Settle outstanding liabilities and claims, subject to the approval of CITY; f. Complete performance of such part of the SERVICES as has not been terminated; g. Take such other actions as may be necessary, or as may be directed by the CITY for the protection and preservation of the SERVICES and/or property related to the SERVICES; h. If CITY so requests, and at CITY's cost, CONTRACTOR shall provide sufficient oral or written status reports to make CITY reasonably aware of the status of CONTRACTOR’s work on the SERVICES.
i. CONTRACTOR understands and agrees that CITY may, in CITY’s sole discretion, refuse to pay CONTRACTOR for that portion of CONTRACTOR's SERVICES which were performed by CONTRACTOR on the project prior to the termination date and which remain unacceptable and/or not useful to CONTRACTOR as of the termination date.

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

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

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:
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31 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.

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).

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

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.

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

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.
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34 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.

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 B, are incorporated herein. In the event of a conflict between the IFB and this AGREEMENT, this AGREEMENT shall control. All previous bids, offers and communications related to this Agreement, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this Agreement. No future waiver or exception to any of the terms, conditions, and provisions of this AGREEMENT shall be considered valid unless specifically agreed to in writing by the parties.

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.
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35 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. 20___- _______, adopted by the Council of the City of Modesto on the ________ day of __________________, 20___ and _____________.has caused this Agreement to be duly executed.

CITY OF MODESTO
a municipal corporation

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

By ________________________________
JOSE M. SANCHEZ, City Attorney
By ________________________________
MATTHEW BRALEY, ARM-PE, Risk Manager
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36 EXHIBIT D: INSURANCE REQUIREMENTS FOR MOST CONTRACTS Insurance Requirements for Most Contracts
(Not for Professional Services or Construction Contracts) Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors.

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

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

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

3. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

4. Contractors' Pollution Legal Liability and/or Asbestos Legal Liability with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy 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.

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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INVITATION FOR BIDS # IFB-00102

DELIVERY OF NITROGEN GAS FOR WASTEWATER TREATMENT
37 covered hereunder, shall be called upon to contribute to a loss until the Contractor’s primary and excess liability policies are exhausted.

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

Additional Insured Status
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.
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INVITATION FOR BIDS # IFB-00102

DELIVERY OF NITROGEN GAS FOR WASTEWATER TREATMENT
38 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 obligation to provide them. The City of Modesto reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City reserves the right to obtain a full certified copy of any insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later.

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

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

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

City of Modesto
Attn: Risk Management
1010 10th Street
Modesto, CA 95354
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1 Exhibit D:

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

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

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
#4..
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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.

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 #4..
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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
#4..
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Item Description Unit of Measure Price
1 Nitrogen Gas, Industrial grade, suitable for
inserting/purging process equipment cubic foot $ 0.05
Item Description Unit of Measure Price
1 Emergency Delivery EA $ 750.00
City of Modesto
IFB-00102 Delivery of Nitrogen Gas for Watewater Treatment Exhibit E - Pricing
Additional Services
#4..
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City of Modesto, CA
Finance
DeAnna Christensen, Director of Finance
PO BOX 642, Modesto, CA 95353

EVALUATION TABULATION
IFB No. IFB-00102
Delivery of Nitrogen Gas for Wastewater Treatment
RESPONSE DEADLINE: July 14, 2026 at 11:00 am
Report Generated: Monday, August 24, 2026

SELECTED VENDOR TOTALS
Vendor Total
WestAir Gases &
Equipment
$50,750.00
#4..
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

October 5, 2026
Date: September 16, 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: Purchase Agreement for Ultraviolet Lamps and Parts CONTACT: Jeff Daniels, Wastewater Division Manager, [email protected], 209-577-6255
DESCRIPTION:

Consider an Agreement with Trojan Technologies, Ontario, CA, for the procurement of Ultraviolet (UV) lamps and parts for a total amount not to exceed $1,345,278 over five (5) years and forwarding to Council for approval. (Funding Source: Sewer Operations Fund) STRATEGIC PLAN ELEMENT:

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

BACKGROUND:

The City of Modesto, Utilities Department, Wastewater Services Division, utilizes a Trojan UV System for the Tertiary Treatment of wastewater. The final phase of the Tertiary Treatment is the disinfection process of wastewater using UV lamps. These lamps have a lifetime of 10,000 hours each; there are currently 970 lamps. The UV lamps must be replaced when they reach 10,000 hours. It is anticipated that each year a minimum of 350 lamps will need to be replaced to ensure the efficiency of the Tertiary Treatment.

On November 23, 2021, by Resolution No. 2021-453, Council approved a Sole Source Purchase Agreement with Trojan Technologies for Ultraviolet Lamps and Parts, for a twoyear Agreement with three (3) one-year extension options, for an annual estimated amount of $234,300, and a total amount not to exceed $1,171,500, over five (5) years, #5..
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Economic Development Committee, October 5, 2026
Purchase Agreement for Ultraviolet Lamps and Parts

Page 2 of 3 ends

and authorized the Purchasing Manager, or her designee, the ability to add parts based on the department’s needs, ensuring the total amount did not exceed the authorized total.

DISCUSSION:

On February 26, 2026, the City Manager authorized the Utilities Department to solicit procurement for the supply and delivery of Ultraviolet (UV) lamps and manufacturerapproved parts and components required to operate, maintain, and ensure the reliability of the City of Modesto's wastewater UV disinfection equipment utilized in the tertiary treatment process.

The UV lamps are a specialized system component that must be purchased and contracted from a Trojan UV Water Confidence manufacturer in order to keep the equipment performance intact. The local exclusive manufacturer representative is Trojan Technologies. The Wastewater Division is requesting authorization to use Trojan Technologies as their sole provider of Trojan System UV3000Plus2007 lamps.

Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment, or contractual services to follow formal bid procedures. However, MMC 8-3.204(b) provides that a purchase may be exempted from the City’s formal bidding requirement where the Purchasing Agency’s requirements can be met solely by a single article or process. Therefore, staff recommends the purchase of UV Lamps, Parts and Components from Trojan Technologies should be exempt from the formal bidding procedures in accordance with Modesto Municipal Code 8-3.204(b) since Trojan Technologies is the exclusive authorized representative for the supply and delivery of UV lamps and manufacturer- approved parts and components for the Trojan UV System.

FISCAL IMPACT:

Expenditures over the past five (5) years under the previous agreement are listed below:

PREVIOUS AGREEMENT EXPENDITURES:

Agreement Year Sub Total
Year 1 (2021-22) $ 156,628
Year 2 (2022-23) $ 169,488
Year 3 (2023-24) $ 217,595
Year 4 (2024-25) $ 275,476
Year 5 (2025-26) $ 178,505
TOTAL $ 997,692
ANTICIPATED AGREEMENT EXPENDITURES:

The table below contains projected spending for the next five (5) years, with years one (1) and two (2) fixed. The overall agreement total was calculated by forecasting the Consumer Price Index (CPI) percentage increases based on average of the CPI index over the last twelve (12) months. City staff project annual increases based on this #5..
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Economic Development Committee, October 5, 2026
Purchase Agreement for Ultraviolet Lamps and Parts

Page 3 of 3 ends

estimated forecast. Annual increases will be calculated using the current CPI index at the time of the requested increase.

CY 1 CY2 CY3 CY4 CY5 NTE
Estimated Annual $250,000 $250,000 $250,000 $265,250 $281,430

6.1% CPI Increase 0 0 $15,250 $16,180 $17,167
Totals $250,000 $250,000 $265,250 $281,430 $298,597 $1,345,278 CEQA/NEPA REQUIREMENTS:

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

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending a Sole Source Agreement with Trojan Technologies, Ontario, CA, for the procurement of Ultraviolet (UV) lamps and parts for an estimated annual amount of $269,056 and a total amount not to exceed $1,345,278 over five (5) years, and authorizing the Purchasing Manager, or her designee, the ability to add parts based on the department’s needs, ensuring the total amount does not exceed the authorized total, and forwarding to Council for approval.

Approved by:

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

1. Agreement

2. Exhibit B – Pricing

3. Financial Interest Disclosure

4. CA Levine Act

5. Bid Waiver
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1 ANNUAL PURCHASE AGREEMENT

SOLE SOURCE PURCHASE AGREEMENT FOR ULTRAVIOLET (UV) LAMPS AND PARTS - AGREEMENT #323338
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 Trojan Technologies Corp., a New York corporation, hereinafter called VENDOR,
WHEREAS, the Modesto City Council adopted Resolution No. 2026 - ______ authorizing the Award and agreement for the Purchase and Delivery of Trojan UV Parts for Phase 2 Tertiary Treatment Plant materials, supplies or equipment described herein (the “GOODS”) to VENDOR, attached hereto as Exhibit “A” and made a part hereof, and
WHEREAS, the VENDOR is the sole source provider for the Purchase and Delivery of Trojan U/V Parts, and
WHEREAS, the CITY and VENDOR shall enter into an agreement for the Purchase and Delivery of Trojan UV Parts for Phase 2 Tertiary Treatment Plant as described in Pricing Schedule, attached hereto as Exhibit “B” and made a part hereof, and
NOW, THEREFORE, the parties hereto mutually agree as follows:

1. TERM OF AGREEMENT:

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

Year 1: December 1, 2026 through November 30, 2027
Year 2: December 1, 2027 through November 30, 2028
Year 3: December 1, 2028 through November 30, 2029
Year 4: December 1, 2029 through November 30, 2030
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2 Year 5: December 1, 2030 through November 30, 2031

2. PRICING:

A. Per the aforementioned Council Resolution, the annual estimated amount of the AGREEMENT is $269,056. The total amount paid by CITY to VENDOR over the full term of the AGREEMENT shall not exceed $1,345,278.

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

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

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

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

3. USAGE:

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

4. ORDERING:

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

5. PAYMENT:

All invoices shall be paid in full by CITY after completion and acceptance of the GOODS by the City, and receipt of a properly prepared invoice submitted by VENDOR via email to [email protected]. As specified by the Purchasing Division, every invoice must reference this AGREEMENT number or CITY’s purchase order number. VENDOR will be paid by CITY via Net 30 terms via CITY's ePay Program.

6. AMENDMENTS:

No changes to this AGREEMENT shall be effective unless documented by a written amendment to this AGREEMENT and signed by the parties hereto with CITY represented by the Purchasing Division. #5..
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3 7. TERMINATION:

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

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

B. CITY may terminate this AGREEMENT for convenience upon ninety (90) days prior notice to VENDOR by CITY’s authorized employee.

8. INSPECTION:

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

9. RESPONSIBILITY:

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

10. SHIPMENT:

Unless otherwise authorized by CITY’s Purchasing Division, GOODS shall be delivered DDP Destination Freight Prepaid and Included in Price of GOODS. VENDOR may not collect freight collect or charge shipping expenses otherwise to CITY. Original receipted freight bill must accompany the invoice.

Shipment must be made within the time stated on Purchase Order, failing which CITY reserves the right to purchase elsewhere and charge VENDOR with any loss incurred, unless delay in making shipment is due to unforeseeable causes beyond control and without the fault or negligence of VENDOR. CITY is aware that the United States has imposed and may further impose tariffs, duties, excise taxes, or other surcharges (collectively, “Tariffs”) on all goods made and/or shipped from Canada to the United States.

If the applicable Incoterm requires VENDOR to pay for the Tariffs, VENDOR will be responsible for the #5..
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4 payment of any such Tariff; provided, however, the City agree that, notwithstanding the Incoterm, VENDOR will be reimbursed in full for such Tariffs. This reimbursement obligation applies to all Tariffs paid by VENDOR and notwithstanding any other provision of this Agreement to the contrary. VENDOR shall provide applicable documentation demonstrating that the Tariffs were imposed, and that VENDOR was required to pay those Tariffs and has indeed paid such Tariffs.

11. CHANGES:

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

12. WARRANTY:

VENDOR warrants to CITY that each of the materials or supplies conform to its written warranty set forth in its user manual in effect on the date of purchase, or, if there is no express warranty therein, that each of the goods will be free from defects in material and workmanship and will conform to the manufacturer’s quoted specifications for twelve (12) months from delivery. Warranties do not extend to consumable items such as, without limitation, reagents, batteries, mercury cells, and light bulbs. VENDOR warrants that it will perform all services in accordance with its standard practices and that the services will be free from defects in workmanship for a period of ninety (90) days from their date of performance. If VENDOR breaches this warranty and the CITY notifies VENDOR of such breach within 30 days of the end of the applicable warranty period, VENDOR will, at its option, either replace or repair the nonconforming materials or supplies, or re-perform any nonconforming services, or refund the amounts paid by CITY to VENDOR for the nonconforming materials or supplies and/or services. This is the exclusive remedy for any breach of warranty. VENDOR expressly disclaims any remedies of “cover” and any warranties implied by law, including but not limited to any warranty of merchantability or fitness for a particular purpose.

The warranty provided above shall only be enforceable if (a) all materials or supplies are properly installed, inspected regularly and are in good working order, (b) all operations are consistent with VENDOR recommendations, (c) operating conditions at the CITY site have not materially changed and remain within anticipated specifications, and (d) no reasonably unforeseeable circumstances exist or arise.

13. INSURANCE:

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

14. TAX EXEMPTIONS:

The CITY is exempt from payment of federal excise tax. All invoices shall be exclusive of such excise tax. Moreover, if the CITY’s purchase is not subject to sales tax, the statement for resale will appear in #5..
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5 the body of the purchase order. City will provide to VENDOR the required documentation necessary for VENDOR to apply such exemption to its financial/accounting records.

15. INDEMNITIES:

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

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

16. GOVERNING LAW:

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

17. VENUE:

18. ATTORNEY'S FEES:

19. LIMITATION OF LIABILITY:

The CITY shall not be responsible for any damage that may accrue by reason of the death or injury of the person of the VENDOR’s officers, agents, employees, invitees, or licensees, or be set up at any time because of personal injury or damage to property sustained by any other person or persons, which may have been caused or contributed to, approximately or remotely, by reason of or in the course of #5..
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6 performance of the AGREEMENT. The VENDOR shall assume full responsibility for the defense of any claims arising under the AGREEMENT and the VENDOR shall save, keep, and bear harmless the CITY, all officers and employees thereof, from all damages, costs, or expenses because of personal injury or property damage based on the performance of this AGREEMENT or asserted against it.

The total liability of VENDOR and its subsidiaries, affiliates, employees, directors, officers and agents arising out of performance, nonperformance, or obligations in connection with the design, manufacture, sale, delivery, and/or use of materials or supplies and/or services in no circumstance includes any liquidated, penalty, incidental or consequential damages of any kind nor exceed the total value of this agreement, except only in the case of damages arising due to VENDOR’s willful misconduct, or asserted against it.

20. NOTICES:

VENDOR: Trojan Technologies Corp.

Attention: Heather Conine
3020 Gore Road
London, Ontiario, Canada N5V 4T7
(519) 457-3400
[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.

21. ASSIGNMENT:

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

22. MISCELLANEOUS:

Time is of the essence in each and every provision of this AGREEMENT. #5..
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7 23. ENTIRE AGREEMENT:

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

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

24. PARTIAL INVALIDITY:

IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this AGREEMENT by its Director of Finance under authority of Resolution No. 2026-____ adopted by the Council of the City of Modesto on the 3rd day of November, 2026 and Trojan Technologies Corp., has caused this Agreement to be duly executed.
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P/N Description Unit
Year 1
Sept 1,
2026 -
Aug 31,
2027
Year 2
Sept 1,
2027 -
Aug 31,
2028
Year 3
(3%
Increase)
Sept 1,
2028 -
Aug 31,
2029
Year 4
(3%
Increase)
Sept 1,
2029-
Aug 31,
2030
Year 5
(3%
Increase)
Sept 1,
2030-
Aug 31,
2031
316136-004 SLEEVE, QTZ UV3+ 28x25x1950 PKG/4 $ 570.51 $ 570.51 $ 587.63 $ 605.26 $ 623.41 917341-100 LAMP DRIVER KIT,SMD W/PLS EC EACH 1,143.40$ 1,143.40$ 1,177.70$ 1,213.04$ 1,249.43$ 326411 CYLINDER, WIPER UV3+ GEN 2 EACH 2,247.93$ 2,247.93$ 2,315.37$ 2,384.83$ 2,456.38$ 015393-S-158NB SENSOR ASSY, UV3+ NIST S-158NB EACH 2,742.29$ 2,742.29$ 2,824.56$ 2,909.30$ 2,996.58$ 931096 SRV PCB KIT, 07UV3+ CCB MAIN EACH 2,247.67$ 2,247.67$ 2,315.10$ 2,384.55$ 2,456.09$ 901507 CLEANER, ACTICLEAN GEL 4X4L EACH $ 320.39 $ 320.39 $ 330.00 $ 339.90 $ 350.10 327122-010 SEAL KIT, UV3+ PLAST CANISTER PKG/10 $ 417.09 $ 417.09 $ 429.60 $ 442.49 $ 455.77 327122-050 SEAL KIT, UV3+ PLAST CANISTER PKG/50 2,082.43$ 2,082.43$ 2,144.90$ 2,209.25$ 2,275.53$ 327021 SEAL, WIPER UV3+ EACH $ 11.75 $ 11.75 $ 12.10 $ 12.46 $ 12.84 327795 VENT KIT, UV3+07 P.RELIEF PLUG EACH $ 8.33 $ 8.33 $ 8.58 $ 8.84 $ 9.11 316148P SLEEVE CUP NUT, UV3+ MOD RYTON PKG/10 $ 21.24 $ 21.24 $ 21.88 $ 22.53 $ 23.21 015239 SLEEVE, SNSR UV3+ 25x28x1832 EACH $ 168.83 $ 168.83 $ 173.89 $ 179.11 $ 184.48 327125-180PLGTOP CANISTER ASSY,UV3+ LUG PLG TOP EACH $ 83.88 $ 83.88 $ 86.40 $ 88.99 $ 91.66 327125-180STDMID CANISTER ASSY,UV3+ LUG STD MID EACH $ 84.70 $ 84.70 $ 87.24 $ 89.86 $ 92.55 327125-020STDMID CANISTER ASSY, UV3+ LUGANGMID EACH $ 84.70 $ 84.70 $ 87.24 $ 89.86 $ 92.55 327125-020STDCYL CANISTER ASSY, UV3+ LUGANGCYL EACH $ 84.70 $ 84.70 $ 87.24 $ 89.86 $ 92.55 327125-180PLGBOT CANISTER ASSY,UV3+ LUG PLG BOT EACH $ 83.88 $ 83.88 $ 86.40 $ 88.99 $ 91.66 327125-180SNRCYL CANISTER ASSY,UV3+ LUG SNR CYL EACH $ 84.07 $ 84.07 $ 86.59 $ 89.19 $ 91.87 327125-180SNRMID CANISTER ASSY,UV3+ LUG SNR MID EACH $ 77.35 $ 77.35 $ 79.67 $ 82.06 $ 84.52 794447-0RD LAMP, GA64T6HE ANGLE BASE EACH $ 367.69 $ 367.69 $ 378.72 $ 390.08 $ 401.79 316144P O-RING, SLEEVE SEAL UV3+ PKG/10 $ 3.11 $ 3.11 $ 3.21 $ 3.30 $ 3.40 Project# 511558 Modesto, CA -
5 Year Price Contract - Effective Sept 1, 2026 thru Aug 31, 2031 (TROJAN TECHNOLOGIES)
# Confidential - Company Proprietary
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FINANCIAL INTEREST DISCLOSURE
Any contract award therewith will require approval by a majority vote of the City of Modesto’s City Council.

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

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

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

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

Persons having an aggregate economic interest in the Vendor less than two thousand dollars ($2,000.00) at 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.

Docusign Envelope ID: FCF63C3C-CFB5-8E15-83C5-64337A04C117 #5..
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Print Names of Persons Having a Financial Interest in Vendor Receiving this Agreement:

Bidder Company Name:

Name of Vendor Signatory:

Signature of Vendor Representative:

Trojan Technologies Corp. is an indirect wholly owned subsidiary of Veralto Corporation, a publicly traded company listed on the New York Stock Exchange (NYSE) under the ticker symbol VLTO. No natural person owns more than 5% beneficial ownership in the company as disclosed in our Proxy Statement filed with the SEC on March 27, 2026.

Trojan Technologies Corp.

James Tanaka, Vice President and Secretary
Docusign Envelope ID: FCF63C3C-CFB5-8E15-83C5-64337A04C117 #5..
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California Levine Act Disclosure
California 'ŽǀĞƌŶŵĞŶƚŽĚĞ^ĞĐƟŽŶϴϰϯϬϴ͕ĂůƐŽŬŶŽǁŶĂƐƚŚĞΗ>ĞǀŝŶĞĐƚΗ͕ƉƌŽŚŝďŝƚƐ City ͞ŽĸĐĞƌƐ͟ĨƌŽŵ ƉĂƌƟĐŝƉĂƟŶŐŝŶĂŶǇĂĐƟŽŶƌĞůĂƚĞĚƚŽĂůŝĐĞŶƐĞ͕ƉĞƌŵŝƚ͕ŽƌŽƚŚĞƌĞŶƟƚůĞŵĞŶƚĨŽƌƵƐĞ ;Ă͞ƉƌŽĐĞĞĚŝŶŐ͟Ϳif ƐƵĐŚŵĞŵďĞƌĂĐĐĞƉƚƐ͕ƐŽůŝĐŝƚƐ͕ŽƌĚŝƌĞĐƚƐ ƉŽůŝƟĐĂůĐŽŶƚƌŝďƵƟŽŶƐ ĨƌŽŵĂƉĂƌƚǇƚŽƚŚĞƉƌŽĐĞĞĚŝŶŐŽƌƚŚĞŝƌ ĂŐĞŶƚƚŽƚĂůŝŶŐŵŽƌĞƚŚĂŶΨϱϬϬǁŚŝůĞƚŚĞƉƌŽĐĞĞĚŝŶŐŝƐƉĞŶĚŝŶŐďĞĨŽƌĞƚŚĞĂŐĞŶĐǇ͕ and for ƚǁĞůǀĞ ;ϭϮͿ ŵŽŶƚŚƐĨŽůůŽǁŝŶŐƚŚĞĚĂƚĞĂĚĞĐŝƐŝŽŶĐŽŶĐĞƌŶŝŶŐƚŚĞ ƉƌŽĐĞĞĚŝŶŐ ŚĂƐďĞĞŶŵĂĚĞ. dŚĞ>ĞǀŝŶĞĐƚĂůƐŽ ƌĞƋƵŝƌĞƐĚŝƐĐůŽƐƵƌĞŽĨƐƵĐŚĐŽŶƚƌŝďƵƟŽŶďǇĂƉĂƌƚǇƚŽƚŚĞƉƌŽĐĞĞĚŝŶŐ. ^ĞĐƟŽŶϴϰϯϬϴ;ĂͿ;ϰͿŽĨƚŚĞ>ĞǀŝŶĞĐƚĚĞĮŶĞƐĂŶΗŽĸĐĞƌΗĂƐĨŽůůŽǁƐ͗͞KĸĐĞƌ͟ŵĞĂŶƐĂŶǇĞůĞĐƚĞĚŽƌ ĂƉƉŽŝŶƚĞĚŽĸĐĞƌŽĨĂŶĂŐĞŶĐǇ͕ĂŶǇĂůƚĞƌŶĂƚĞƚŽĂŶĞůĞĐƚĞĚŽƌĂƉƉŽŝŶƚĞĚŽĸĐĞƌŽĨĂŶĂŐĞŶĐǇ͕ĂŶĚĂŶǇ ĐĂŶĚŝĚĂƚĞĨŽƌĞůĞĐƟǀĞŽĸĐĞŝŶĂŶĂŐĞŶĐǇ͘dŚĞƚĞƌŵ͞ŽĸĐĞƌ͟ŝƐĨƵƌƚŚĞƌĚĞĮŶĞĚϮĂů͘ŽĚĞZĞŐƐ͘^ĞĐƟŽŶ ϭϴϰϯϴ͘ϭ͕ǁŚŝĐŚƐƚĂƚĞƐ͗
ŶŽĸĐĞƌŽĨĂŶĂŐĞŶĐǇŝŶĐůƵĚĞƐŽŶůǇƚŚŽƐĞƉĞƌƐŽŶƐǁŚŽŵĂŬĞ͕ƉĂƌƟĐŝƉĂƚĞŝŶŵĂŬŝŶŐ͕ŽƌŝŶĂŶǇ ǁĂǇĂƩĞŵƉƚƚŽƵƐĞƚŚĞŝƌŽĸĐŝĂůƉŽƐŝƟŽŶƚŽŝŶŇƵĞŶĐĞĂĚĞĐŝƐŝŽŶŝŶƚŚĞůŝĐĞŶƐĞ͕ƉĞƌŵŝƚ͕Žƌ ĞŶƟƚůĞŵĞŶƚĨŽƌƵƐĞƉƌŽĐĞĞĚŝŶŐ͕ŽƌǁŚŽĞǆĞƌĐŝƐĞĂƵƚŚŽƌŝƚǇŽƌďƵĚŐĞƚĂƌǇĐŽŶƚƌŽůŽǀĞƌƚŚĞĂŐĞŶĐǇ ŽĨŽĸĐĞƌƐǁŚŽŵĂǇĚŽƐŽ͕ĂŶĚ͗
;ϭͿ ^ĞƌǀĞŝŶĂŶĞůĞĐƚĞĚƉŽƐŝƟŽŶ͕ŝŶĐůƵĚŝŶŐĂŶŽĸĐŝĂůĂƉƉŽŝŶƚĞĚƚŽĂŶĞůĞĐƚĞĚƉŽƐŝƟŽŶĚƵĞƚŽĂŶŝŶƚĞƌŝŵ ǀĂĐĂŶĐǇŽƌĂŶĞůĞĐƟŽŶŽƚŚĞƌǁŝƐĞĐĂŶĐĞůĞĚďĞĐĂƵƐĞƚŚĞŽĸĐŝĂůǁĂƐƚŚĞƐŽůĞĐĂŶĚŝĚĂƚĞĨŽƌƚŚĞƉŽƐŝƟŽŶ͖ ;ϮͿ ^ĞƌǀĞĂƐĂŵĞŵďĞƌŽĨĂďŽĂƌĚŽƌĐŽŵŵŝƐƐŝŽŶ͖
;ϯͿ ^ĞƌǀĞĂƐƚŚĞĐŚŝĞĨĞǆĞĐƵƟǀĞŽĨĂƐƚĂƚĞĂŐĞŶĐǇ͕ŽƌĐŽƵŶƚǇ͕ĐŝƚǇŽƌĚŝƐƚƌŝĐƚŽĨĂŶǇŬŝŶĚ͖Žƌ ;ϰͿ,ĂǀĞĚĞĐŝƐŝŽŶŵĂŬŝŶŐĂƵƚŚŽƌŝƚǇǁŝƚŚƌĞƐƉĞĐƚƚŽƚŚĞƉƌŽĐĞĞĚŝŶŐŝŶǀŽůǀŝŶŐĂůŝĐĞŶƐĞ͕ƉĞƌŵŝƚ͕ŽƌŽƚŚĞƌ ĞŶƟƚůĞŵĞŶƚĨŽƌƵƐĞĂŶĚŝƐĂůƐŽĂĐĂŶĚŝĚĂƚĞĨŽƌĞůĞĐƚĞĚŽĸĐĞŽƌŚĂƐďĞĞŶĂĐĂŶĚŝĚĂƚĞĨŽƌĞůĞĐƟǀĞŽĸĐĞŝŶ ƚŚĞϭϮŵŽŶƚŚƐƉƌŝŽƌƚŽƚŚĞƉƌŽĐĞĞĚŝŶŐ͘
ůŝƐƚŽĨDŽĚĞƐƚŽŝƚǇŽƵŶĐŝůŽĂƌĚDĞŵďĞƌƐĐĂŶďĞĨŽƵŶĚŽŶůŝŶĞĂƚ͗DŽĚĞƐƚŽŝƚǇŽƵŶĐŝů ŚƩƉƐ͗ͬͬŵŽĚĞƐƚŽŐŽǀ͘ĐŽŵͬϳϬϲͬŽƵŶĐŝů-DĞŵďĞƌƐ ;ŵŽĚĞƐƚŽŐŽǀ͘ĐŽŵͿ͘dŚĞƉĂƌƚǇŵĂŬŝŶŐƚŚŝƐĐĞƌƟĮĐĂƟŽŶŝƐ ƌĞƐƉŽŶƐŝďůĞĨŽƌĚĞƚĞƌŵŝŶŝŶŐǁŚĞƚŚĞƌĂƌĞĐŝƉŝĞŶƚŽĨĂƉŽůŝƟĐĂůĐŽŶƚƌŝďƵƟŽŶŝƐĂity ŽĸĐĞƌƉƌŝŽƌƚŽ ĂŶƐǁĞƌŝŶŐƚŚĞĨŽůůŽǁŝŶŐƋƵĞƐƟŽŶƐ͗

1. ,ĂǀĞǇŽƵ͕ǇŽƵƌĐŽŵƉĂŶǇ͕ŽƌĂŶǇĂŐĞŶƚŽŶďĞŚĂůĨŽĨǇŽƵŽƌǇŽƵƌĐŽŵƉĂŶǇ͕ŵĂĚĞĂŶǇƉŽůŝƚŝĐĂů ĐŽŶƚƌŝďƵƚŝŽŶƐŽĨŵŽƌĞƚŚĂŶΨϱϬϬƚŽĂŶǇity ŽĸĐĞƌ͕ŝŶƚŚĞƚǁĞůǀĞ;ϭϮͿŵŽŶƚŚƐƉƌĞĐĞĚŝŶŐƚŚĞĚĂƚĞ ŽĨƚŚĞƐƵďŵŝƐƐŝŽŶŽĨǇŽƵƌƉƌŽƉŽƐĂůƐŽƌƚŚĞĂŶƚŝĐŝƉĂƚĞĚĚĂƚĞŽĨĂŶǇŽƵŶĐŝů ĂĐƚŝŽŶƌĞůĂƚĞĚƚŽƚŚŝƐ contract?
___ YES /ĨǇĞƐ͕ƉůĞĂƐĞŝĚĞŶƚŝĨǇƚŚĞŽƵŶĐŝů DĞŵďĞƌ;ƐͿ͗
__x_x EK

2. ŽǇŽƵ͕ŽƌǇŽƵƌĐŽŵƉĂŶǇ͕ŽƌĂŶǇĂŐĞŶƚŽŶďĞŚĂůĨŽĨǇŽƵŽƌǇŽƵƌĐŽŵƉĂŶǇ͕ĂŶƚŝĐŝƉĂƚĞŽƌƉůĂŶƚŽ ŵĂŬĞĂŶǇƉŽůŝƚŝĐĂůĐŽŶƚƌŝďƵƚŝŽŶŽĨŵŽƌĞƚŚĂŶΨϱϬϬƚŽĂŶǇity ŽĸĐĞƌŝŶƚŚĞƚǁĞůǀĞ;ϭϮͿ ŵŽŶƚŚƐ ĨŽůůŽǁŝŶŐĂŶǇŽƵŶĐŝůĂĐƚŝŽŶƌĞůĂƚĞĚƚŽƚŚŝƐĐŽŶƚƌĂĐƚ͍
___ YES /ĨǇĞƐ͕ƉůĞĂƐĞŝĚĞŶƚŝĨǇƚŚĞŽƵŶĐŝů DĞŵďĞƌ;ƐͿ͗
_x_x_ EK
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_________________ _____________________________
Date ^ŝŐŶĂƚƵƌĞŽĨĂƵƚŚŽƌŝǌĞĚŝŶĚŝǀŝĚƵĂů

_____________________________
ŽŵƉĂŶǇͬƉƉůŝĐĂŶƚEĂŵĞ
_______________________
ŐŶĂƚƵƌĞ ŽĨ ĂƵƚŚŽƌŝǌĞĚ ŝŶĚŝǀ
Josh Richardson
9/16/26
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

October 5, 2026
Date: September 6, 2026
TO: Economic Development Committee
Sue Zwahlen, Chair
Nick Bavaro, Vice-Chair
Eric Alvarez, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Jessica Hill, Director of Community and Economic Development SUBJECT: First Amendment to Agreement with RailPros for Downtown Railroad Quiet Zone
CONTACT: Taranjot Khehra, Infrastructure Financing Program Supervisor, [email protected], 209-577-5239
DESCRIPTION:

Consider a First Amendment to the Agreement with RailPros of Irvine, CA, for Railroad Crossing Quiet Zone Consulting Services to provide preliminary engineering and 35% design services for the Downtown Quiet Zone Project, increasing the Agreement amount by $274,998 and forwarding to Council for approval. (Funding Source: General Fund/Measure L)
STRATEGIC PLAN ELEMENT:

The recommended action supports the City of Modesto’s 2025-2026 Strategic Plan Area of making downtown Modesto a regional designation and driving the success of a vibrant and economically sustainable business climate.

BACKGROUND:

The Federal Railroad Administration (FRA) established a uniform federal standard for train horn use by issuing 49 CFR Parts 222 and 229, known as the Final Rule on Use of Locomotive Horns at Highway-Rail Grade Crossings.1 The purpose of the rule is to 1 Following its initial 2005 framework, the Federal Railroad Administration (FRA) issued the amended 49 CFR Parts 222 and 229, Final Rule on Use of Locomotive Horns at Highway-Rail Grade Crossings (2006). http://railroads.dot.gov/elibrary/final-rule-use-locomotive-horns-highway-rail-grade-crossings-2006 #6..
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Economic Development Committee, October 6, 2026
First Amendment to Agreement with RailPros for Downtown Railroad Quiet Zone

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mandate a federal requirement for the sounding of locomotive horns at all public highwayrail grade crossings. In accordance with the Final Rule, locomotive horn sounding is not required if each public highway-rail grade crossing is equipped with Supplemental Safety Measures (SSMs) within the proposed quiet zone. SSMs are safety measures that have been determined by the FRA to adequately compensate for the lack of a locomotive horn.

The establishment of a quiet zone does not result in total elimination of all train horn noise.

The Final Rule allows for the locomotive engineer to sound the locomotive horn to provide a warning to vehicle operators, animals, pedestrians, trespassers, or crews on other trains in an emergency situation if, in the locomotive engineer’s sole judgment, such action is appropriate to prevent imminent injury, death or property damage. In addition, nothing in the rule prohibits the use of the locomotive horn in the following situations:

1. When active grade crossing devices have malfunctioned and use of the horn is required.

2. When grade crossing warning systems are temporarily out of service during inspection, maintenance or testing of the systems.

3. When the SSM, modified SSMs or engineered SSMs no longer comply with the requirements of the rule or as approved by the FRA.

4. There is no restriction for the sounding of the locomotive horn for the purposes of highway-rail crossing safety such as, to announce the approach to roadway workers under chapter 49 or required purposes under railroad operating rules.

5. When a wayside horn is malfunctioning.

In 2012, staff was directed to study the possibility of establishing Quiet Zones along portions of three (3) railroads that operate within the City of Modesto: Union Pacific Railroad (UPRR), Modesto & Empire Traction and Burlington Northern Santa Fe Railroad (BNSF). In December 2014, staff was directed to prepare a detailed assessment for establishing a Quiet Zone along the Union Pacific Railroad right-of-way through downtown Modesto to improve the business environment and quality of life in the downtown area. City staff produced a report detailing the improvements necessary to establish Quiet Zones at six (6) locations along with the estimated cost on January 14, 2014.

On July 5, 2016, via motion, the Modesto City Council accepted a quiet zone diagnostic report along the UPRR within the downtown area. The 2016 report outlined three (3) options for establishing a quiet zone downtown, ranging from $2.5MM to $3.9MM. The recommended supplementary safety measures are outlined in the table below. Due to the unavailability of funding, the City did not pursue design and construction of the improvements at that time.

Street/Road Name Concrete/Channelization
Median Barrier
One-Way Street
Woodland Avenue Yes -
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Economic Development Committee, October 6, 2026
First Amendment to Agreement with RailPros for Downtown Railroad Quiet Zone

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L Street/SR 132 Yes -
K Street Yes -
I Street Yes -
H Street - Yes
G Street - Yes
In 2023, staff reengaged the Downtown Quiet Zone effort to reevaluate the conditions at the six (6) crossings identified in the 2016 report. On July 20, 2023, the City issued Request for Proposal No. INF 24-02 for Professional Services for Railroad Quiet Zone Feasibility Study and Establishment. RailPros was selected as the most qualified consultant through the competitive RFP process based on its railroad engineering and Quiet Zone experience.

On December 5, 2023, the City Council adopted Resolution No. 2023-518, approving an agreement with RailPros for Quiet Zone consulting services for a total amount not to exceed $304,949. Under this agreement, RailPros evaluated the existing crossing conditions, identified potential Supplemental Safety Measures and other safety improvements, prepared Quiet Zone calculations, and developed recommendations for the Downtown Quiet Zone.

RailPros has now completed the feasibility phase of the project and provided the City with the preliminary engineering basis needed to move the project into the next phase of design.

DISCUSSION:

With the feasibility phase complete, the next step of this project is to prepare engineering and designs associated with the establishment of the Downtown Quiet Zone. Given this, staff is proposing to amend the existing RailPros agreement to advance the Downtown Quiet Zone project through 35% design.

Under the new proposed scope of work, RailPros will develop preliminary engineering and 35% civil and traffic plans for the six (6) Downtown crossings. The work will further design the improvements identified during the feasibility phase and provide updated preliminary construction cost estimates.

The advancement of the project to 35% design will provide the City with a more comprehensive understanding of how the improvements would be constructed and what they are expected to cost associated with the establishment of the Downtown Quiet Zone.

It will also allow the City to better coordinate the Quiet Zone improvements with San Joaquin Regional Rail Commission SJRRC’s future ACE double-track project, which will #6..
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Economic Development Committee, October 6, 2026
First Amendment to Agreement with RailPros for Downtown Railroad Quiet Zone

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affect the same Downtown railroad crossings. RailPros will also continue coordinating with the City, UPRR, SJRRC, Caltrans, FRA, and other stakeholders.

This coordination between stakeholders will be important since the timing and final configuration of the ACE improvements through Modesto remain uncertain at this time. It is the understanding that the Quiet Zone improvements can be designed with the anticipation of future double-track project. This approach will help reduce the potential for sunk costs by identifying improvements that can work with both the City’s Quiet Zone project and future railroad improvements.

The proposed scope also includes continued grant support and preparation of a future Consolidated Rail Infrastructure and Safety Improvements (CRISI) grant application. Staff have previously considered pursuing CRISI funding before advancing design. However, after working with RailPros on preparing the grant application, staff determined that additional design and stakeholder coordination would better position the project for a future grant opportunity.

Completing the 35% design will provide a more defined project scope, greater coordination with key stakeholders, and better position the City to pursue future CRISI funding for the remaining eligible work needed to establish the Downtown Quiet Zone.

3.204(f) “Where the Purchasing Manager, in his or her discretion, determines that it is appropriate to amend the services or goods provided under an existing agreement to include additional similar goods or services, of limited quantity or scope, in order to increase efficiency and avoid delays or disruptions to City projects or services. RailPros was originally selected as the most qualified consultant through a competitive Request for Proposals process due to its specialized railroad engineering expertise and Quiet Zone experience. RailPros has since completed the feasibility phase and delivered the preliminary engineering basis needed for the project to advance into the next phase of design. Continuing with RailPros for this next phase will maintain project continuity, avoid delays, and ensure the efficient progression of Quiet Zone development. Funding for this next phase is available within the existing Quiet Zone project budget, which includes savings realized from the cancellation of prior Union Pacific Railroad agreements.

FISCAL IMPACT:

Funding for the Downtown Quiet Zone Project is budgeted under Project 101516. As of September 14, 2026, the project currently has approximately $196,167 in available budget. An additional $100,891 is currently committed to the two (2) existing UPRR agreements.

The City intends to cancel two (2) UPRR agreements. Once these two (2) agreements are closed out and the associated commitments are released, any remaining unpaid #6..
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Economic Development Committee, October 6, 2026
First Amendment to Agreement with RailPros for Downtown Railroad Quiet Zone

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funds will become available within Project 101516. Assuming the full $100,891 is released, the project would have a total available budget of about $298,058.

The existing RailPros agreement will remain within Project 101516, with the transition to the amended contract handled administratively in coordination with the City’s Purchasing division. The available project funding will be used to support the proposed amendment with RailPros for preliminary engineering and 35% design services.

The cost of the new scope of work is approximately $274,998. The anticipated available budget of approximately $298,057 is sufficient to fund the proposed RailPros contract amendment and complete the preliminary engineering and 35% design work. This allows the City to advance the project using existing project funding without requiring additional funding at this stage.

CEQA/NEPA REQUIREMENTS:

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

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending a First Amendment to the Agreement with RailPros of Irvine, CA, for Railroad Quiet Zone Consulting Services to provide preliminary engineering and 35% design services for a Downtown Quiet Zone, increasing the Agreement amount by $274,998, for a new total not to exceed $579 947, and forwarding to Council for approval.

Approved by:

Jessica Hill,
Director of Community and Economic
Development
Joseph P. Lopez, City Manager
Attachments:

1. Amendment and New Scope of Work for 35% Design

2. RailPros Fee Breakdown for New Scope of Work for 35% Design

3. Original Agreement with RailPros

4. First Amendment to Agreement with RailPros for Downtown Railroad Quiet Zone #6..
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250 Commerce
Suite 200, Irvine, CA 92602
P: (714) 734 - 8765 F: (714) 734 - 8755
w w w . r a i l p r o s . c o m
7/13/2026

CITY OF MODESTO

CITYWIDE QUIET ZONE, AT-GRADE CROSSING ENGINEERING, AND COORDINATION SUPPORT SERVICES FOR PRELIMINARY AND 35% DESIGN

SCOPE OF WORK
Overview/Background
The City of Modesto is planning to improve crossings along the existing UPRR Fresno subdivision with the intent of establishing a Quiet Zone through the downtown area, including Woodland Avenue, L Street/SR132, K Street, I Street, H Street, and G Street crossings. The San Joaquin Regional Rail Commission (SJRRC) is currently developing roadway modification plans at these crossings as part of a separate project.

The City intends to evaluate the feasibility and additional requirements and modifications necessary to establish a Quiet Zone based on the existing conditions and proposed SJRRC improvements.

RailPros has been providing Feasibility Study services and is pleased to advance the project by providing the City with this proposal for Quiet Zone Design services.

The Preliminary Engineering Design Phase of this project (Task 1) includes coordination with City and Stakeholders, public outreach support, data collection, site evaluations, and development of conceptual plans and reports for Stakeholder review. The Final Design phase (Task 2) includes development of the project Plans, Specifications, and Estimate (PS&E) limited to the 35% submittal. The 60%, 95% and 100% PS&E submittal intervals are being deferred to a future agreement.

The anticipated project elements, coordination, and engineering services are outlined under Task 1 and 2 below based upon coordination with the City, our review of documentation provided, and experience with similar projects.

The anticipated scope of services includes the following major work items, tasks and elements:
 Internal Project Management, Project Controls, and Coordination  Implementation of Quality Control Program
 Participating in meetings and Coordination with the Project Team, City, UPRR, SJRRC, Caltrans, CPUC, FRA, and other stakeholders
 Collect and review existing Project documents, details, and data. The assumption is that SJRRC survey CAD base files will be available for use for base information on Quiet Zone plans.

Additional topographic survey is included using a subconsultant for as-needed basis.  Perform site inspection of the corridor and crossings  Prepare Crossing Modification Plans, Specifications, and Estimates for the existing project atgrade crossings (Preliminary and Final Design as outlined below)  Coordinate project plan and document reviews with railroads stakeholders and regulatory agencies
DRAFT
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After collecting and analyzing relevant data, the analysis results the analysis results will be utilized to develop the preliminary plans and other project details, which will then be presented to the City and Project Stakeholders for their consensus. Project development will be limited in this agreement and not include Virtual or Site Diagnostic meetings.

The anticipated key elements and steps for coordinating and facilitating project advancement are outlined in more detail in the scope elements below. The scope elements below are shown in two tasks (phase) with anticipated project steps detailed for each task. The two primary tasks are: 1) Preliminary Engineering Development, and 2) Final Design, Plans, Specifications and Estimates Development (PS&E).

Throughout each phase of development, RailPros will provide regular and ongoing internal project management, Design Team oversight and coordination, stakeholder coordination and project support, including participation in regular Project Development Team Meetings (recommended monthly) and other as needed project coordination and review meetings.

Specific scope elements and subtasks are described below in more detail.

Preliminary Engineering (Task 1)
This task includes the collection and evaluation of data to identify key recommendations and developing crossing plans and documents to present to the City, Railroad, and other stakeholders to get their input and their preliminary concurrence. Development of plans for this and for the final design deliverables are anticipated to include roadway crossings civil design and traffic design as needed for the six (6) project crossings.

Anticipated sub-tasks are outlined below, along with associated deliverables and meetings.  Project Management (Ongoing – includes monthly invoicing, progress reporting and project controls)
 Coordination and Meetings includes: Kick-off (1 total), monthly PDT meetings (8 total via video conference), and additional stakeholder and public outreach coordination, as needed. o Deliverable: Meeting Minutes / Action Items
 Survey and Utility investigation are anticipated to be provided with SJRRC plans. However, depending on availability of CAD data, supplemental survey and utility scope is included by subconsultants on an as-needed basis.
 Data Collection and Review, Site investigation and evaluations including document review, site investigation, and conceptual phase work coordination.
o Deliverable: Updated observations, findings and recommendations log  Note: Refinements of the Concept Exhibits produced under the Feasibility Study scope are not anticipated.
 Develop Preliminary Engineering (35%) civil and traffic crossing Plans and Cost Estimates based on the concept feedback, site investigation and analysis, for the 6 crossings. Plan sheets are estimated to include the following sheets: cover, sheet index, general notes & abbreviations, #6..
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sign notes & sign panels, misc. details, and 3 sheets per crossing (civil plan, RR equipment plan, and signing & striping plan), for 6 crossings
o Deliverable: up to 15 plan sheets, and Preliminary Cost Estimate  Discuss/Coordinate Preliminary Documents and findings with City, Railroad, and other stakeholders for their consensus
 Provide continued grant support and assistance for development of CRISI grant, including: Review Grant Requirements with the City to develop a strategic approach for the application, Coordinate with the City to obtain pertinent safety information not previously obtained from design efforts, Prepare draft and final Project Narrative for the CRISI grant application, Develop simplified figures and location maps for project, Prepare supporting Statement of Work Appendices as required by NOFO, Develop and collect pertinent appendices as relevant from the narrative, and Prepare supporting documentation and forms as required by the NOFOs on behalf of the City o Deliverable: Grant Application with documentation as noted Assumptions and Optional Items

1. This scope and fee are assumed to be drafts based on limited, preliminary information, RailPros past experience and the scope, approach and fee will need to be confirmed with the City. Final Design phase requirements and level of effort are based on current assumptions and are subject to change pending completion of Task 1. Upon completion of Task 1, City and RailPros will review the scope and fee elements to confirm the approach and identify any additional or optional services or exclusions required for Task 2.

2. Total meeting, coordination and participation hours are per the fee breakdown. Coordination with various agencies, including railroads, can be significant for this type of project and stakeholder review periods and requirements are outside of RailPros control. Elements outside of RailPros or the City’s control may impact the estimated project duration, as well as level of coordination and meetings required for the project. If additional coordination is required, or the schedule exceeds 12 months, additional optional scope and fee may be required to complete or continue these support services.

3. Meetings and coordination will be held monthly via conference call, where possible, to reduce costs.

4. The City will provide copies of all existing data, plans, documentation, and any other pertinent information related to the crossings to RailPros.

5. Documents, submittals, plans etc., will be submitted in electronic format, where possible, to reduce costs.

6. All design will be in accordance with UPRR standards as well as CPUC and FRA requirements and will be subject to review by these agencies.

7. Railroad signal and communication modification plans for impacts, changes, upgrades or modifications to the existing railroad crossing warning signal equipment and systems or to the proposed SJRRC modifications for the project crossings are excluded from this scope. It is assumed that UPRR will provide their own signal and communications design. Coordination with UPRR will be necessary for placement of signal items or equipment shown on the crossing plans. #6..
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8. Stakeholder reviews and stakeholder comment coordination (including with the railroad) are not included in this scope. Note that this agreement is limited to 35% plans. For future agreements beyond 35%, the typical submittal intervals will be outlined, which are generally 60%, 90%, 100%.

It is anticipated that railroad will want to review plans and documents at the typical submittal intervals; however, they may, at their discretion and outside of RailPros or other Project stakeholder control, require additional or different submittal intervals or iterations prior to approval to move forward. If additional reviews or submittals are required, this may require a separate or additional optional scope of work to complete. The Railroad may also opt to approve the design at an earlier stage at their discretion.

9. Not included: Stakeholder review and processing fees may vary and will be paid by the City or others and are excluded from this scope of work.

10. Limited scope item: Grant application preparation efforts include preparing the entire application package and supporting documents. The grant preparation is limited to the preparation of 1 CRISI grant application. No field work, in person meetings or design development are included as part of the grant task. The City will be the lead agency on the grant application and will approve and file/submit any applications. RailPros can support upload if needed.

11. Limited scope item: Plan development (Plans, Specifications, and Cost Estimates) will be limited to 35% design. Further phases of design to 100% PS&E (ready for letting) may be provided at the City’s request.

12. Limited scope item: Estimated allowances have been included for Site Survey and ROW Support, for additional as-needed support that has not yet been defined. These support services can be provided up to the allowance in the fee estimate. If additional services beyond the allowance are required, these can be provided at the City’s discretion.

13. Optional tasks or work elements (including any scope assumptions, exclusions or proposed changes to the work outlined herein) are contingent upon project needs and City approval and authorization, may be subject to change upon discussion the City, and may require additional permitting, flagging or other approval or site access from 3rd party stakeholders to complete.

14. Optional item: Additional optional site visits, or stakeholder site or virtual Diagnostic meetings are not included and may be provided at the City’s request.

15. Optional item: Preparation of GO 88-B’s, for CPUC approval, are not included and may be provided at the City’s request.

16. Optional item: Preparation of NOI (Notice of Intent to Establish a Quiet Zone) and NOE (Notice of Quiet Zone Establishment) are not included and may be provided at the City’s request.

17. Optional item: Coordination and assistance in development of railroad crossing C&M agreements are not included and may be provided at the City’s request.

18. Optional item: Environmental efforts, subsurface utility investigation, and video survey support and additional details and costs, are not included but can be provided upon request. Any studies, reports, documentation including environmental, geotechnical, hazardous materials investigation or studies, ROW engineering or agreements, Water Quality Plans, and other engineering services not described in the scope above or attachments are not included in this scope of services but can be provided as optional services. #6..
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19. Optional item: Identification of anticipated Environmental requirements and Environmental Documentation are excluded from this scope. If additional, optional services are required, these can be provided at the City’s discretion.

20. Optional item: Identification of anticipated Geotechnical requirements and Geotechnical Documentation are excluded from this scope. If additional, optional services are required, these can be provided at the City’s discretion.

21. Optional item: Utility conflicts, relocations or related design work are not anticipated. If additional, optional services are required, these can be provided at the City’s discretion.

22. Optional item: Traffic engineering, including queuing analysis for 6 vehicular crossings, are excluded from this scope, and are anticipated to be completed by others if required, but can be included on an as-needed basis.

23. Optional item: New traffic signals (Pre-signals, Queue-cutters signals with advance preemption), or new traffic signal interconnection are not anticipated for the project crossings but can be provided at the City’s discretion. Minor modifications to existing traffic signal equipment or signage and striping may be accommodated on an as-needed basis.

24. Optional item: Roadway pavement or geometric improvements are not included in the scope, including analysis of existing capacity and level of service or mitigation measures. Optional roadway design and analysis, including geotechnical analysis and reporting or identification of pavement section requirement, etc. can be provided at the City’s request.

25. Optional item: Traffic control and maintenance of traffic will be the responsibility of the contractor, and it is anticipated that standard temporary traffic control plans will be utilized.

Optional traffic control services can be provided upon request.

26. Optional item: Photometric analysis is included in the scope for preliminary lighting needs assessment. Lighting designs/plans are excluded from this scope and can be included on an asneeded basis.

27. Optional item: UPRR Flagging may be required for site work and availability of flagging protection, as well as access to UPRR corridor is contingent upon UPRR Right of Entry approvals and availability of staff and RWP training. ROW engineering and UPRR encroachment permits, and other details and approvals are not anticipated. Any flagging or related fees will be covered under a proposed Other Direct Costs allowance in the fee estimate.

28. Optional item: Additional railroad or third-party agreements, licenses, flagging services, utility agreements, easements or other support have not been identified and are not included in this scope of work but may be required. Stakeholder agreements or fees for reviews and coordination are not identified or included and are anticipated to be provided by the City, as needed. Optional development of or support for obtaining agreements, licenses or other railroad or 3rd party requirements may be provided under a separate scope and fee.

29. Optional item: Rights-of-Entry, temporary construction easements, utility crossings or associated easements, licenses or agreements or any other agreements with the railroad and flagging support have not been identified and are also not anticipated in RailPros scope of work. If coordination for or preparation of such documents or support efforts are required these can be included under a separate optional scope of work and fee.

30. Additional services and deliverables not discussed or explicitly included in the scope of work above are not included but can be added with Client authorization as needed. Actual project #6..
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needs may vary and may require additional support, coordination or project management to complete. These scope assumptions as well as the project goals and deliverables are anticipated to be discussed and negotiated with the City upon selection.

31. Other services not defined herein may be provided under a separate optional scope of work or an amendment approved by the City.

Fee
Tasks will be performed on a time and materials basis, billed monthly, in accordance with contract requirements. Tasks will be performed by RailPros based on the fee estimate in Attachment 1. #6..
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RailPros, Inc. - Fee Breakdown 7/13/2026
Rail Admin
City of Modesto, Citywide Quiet Zone, At-Grade Crossing Engineering, and Coordination Support Services for Preliminary and 35% Design Project Manager QA/QC / Tech Advisor Senior Rail Engineer Civil Lead Senior Civil Engineer Civil Tech Traffic Lead Senior Traffic Engineer Traffic Designer Admin $323.44 $304.78 $323.44 $304.78 $279.90 $186.60 $304.78 $279.90 $155.50 $124.40 Engineering and Coordination Support Services
Task 1 Preliminary Engineering 144 36 20 112 88 64 112 100 64 8 748 $207,798

1.1 Project Management and Project Controls 36 32 16 8 92 $27,268

1.2 Meetings, Conference Calls, and Team Coordination 24 12 36 $11,420

1.3 Data Collection, Document Review, Site Investigation and Data Log 16 8 8 16 16 8 16 16 104 $27,069

1.4 Preliminary Engineering (35% Civil and Traffic Plans) and Cost Estimate 36 12 12 40 48 48 36 36 36 304 $80,412

1.5 Grant Application Support (CRISI) 20 20 20 24 20 24 128 $38,191

1.6 Photometric Analysis 12 4 32 24 12 84 $23,437
0 $0
0 $0
Task 2 Additional As-Needed Coordination and Support Services 0 0 0 0 0 0 0 0 0 0 0 $0 0 $0
Additional Services as Authorized by the City 0 $0
Total Staff Hours 144 36 20 112 88 64 112 100 64 8
Total Staff Costs $46,575 $10,972 $6,469 $34,135 $24,631 $11,942 $34,135 $27,990 $9,952 $995 Subconsultants
Subconsultant Support $60,000.00
Site Survey and ROW Support (Allowance for As Needed Support) $60,000.00 Other Direct Costs
Other Direct Costs $7,200.00
Printing, Production, and Postage (including FRA submittals via certified mail) $1,200.00 Travel, lodging and related costs $6,000.00
Task Total $274,997.76
RailPros, Inc.

PM Civil Traffic RailPros Total Hours RailPros Total Cost Task Descriptions 748.00 $207,798
DRAFT
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FIRST AMENDMENT TO STANDARD AGREEMENT

FOR CONSULTANT SERVICES WITH RAILPROS, INC
This FIRST AMENDMENT to the Standard Agreement for Consultant Services (“FIRST AMENDMENT”) is entered into between the CITY OF MODESTO, a municipal corporation of the State of California (hereinafter the “CITY”) and RAILPROS, INC, a California corporation (hereinafter “CONSULTANT”) as of the ________ day of ___________ 2026.

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

CITY and CONSULTANT previously entered into the Standard Agreement for CONSULTANT SERVICES on the 5th day of December 2023 (the "ORIGINAL AGREEMENT").

CITY and CONSULTANT desire to amend the ORIGINAL AGREEMENT by increasing the previously approved total amount not to exceed from $304,949 to $579,947.

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

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

CONSULTANT agrees to the annual estimated amount of $274,998 and a total amount not to exceed $579,947 (maximum compensation) as full remuneration for performing all services and furnishing all staffing and materials for CITY in accordance with EXHIBIT (A).

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

IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this FIRST AMENDMENT to the ORIGINAL AGREEMENT for CONSULTANT SERVICES by its City Manager and attestation by its City Clerk under the authority of Resolution No. ___________ on the ________ day of ___________ 2026, and RAILPROS, INC has caused this FIRST AMENDMENT to be duly executed as of the Effective Date. #6..
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Economic Development CommitteeOctober 5, 2026

Economic Development Committee
October 5, 2026