Agenda packet — Modesto City Council, October 13, 2026 (part 6 of 7)

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(Effective January 1, 2026, through December 31, 2026)* Equipment Charges

EQUIPMENT
2" Purge Pump & Control Box $300 / day
Aquacalc / Pygmy or AA Flow Meter $28 / day
Emergency SCADA System $35 / day
Field Vehicles (Groundwater) $1.02 / mile
Gas Detector $80 / day
Generator $60 / day
Hydrant Pressure Gauge $10 / day
Hydrant Pressure Recorder, Impulse (Transient) $55 / day Hydrant Pressure Recorder, Standard $40 / day
Low Flow Pump Back Pack $135 / day
Low Flow Pump Controller $200 / day
Powers Water Level Meter $32 / day
Precision Water Level Meter 300ft $30 / day
Precision Water Level Meter 500ft $40 / day
Precision Water Level Meter 700ft $45 / day
QED Sample Pro Bladder Pump $65 / day
Skydio 2+ Drone (2 hour minimum) $100 / hour
Storage Tank $20 / day
Sump Pump $24 / day
Transducer Communications Cable $10 / day
Transducer Components (per installation) $23 / day
Trimble GPS – Geo 7x $220 / day
Tube Length Counter $22 / day
Turbidity Meter $30 / day
Turbidity Meter (2100Q Portable) $35 / day
Vehicle (Construction Management) $10 / hour
Water Flow Probe Meter $20 / day
Water Quality Meter $50 / day
Water Quality Multimeter $185 / day
Well Sounder $30 / day

BILLING RATES
2026 Billing Rate Schedule
* This schedule is updated annually

EXHIBIT B

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EXHIBIT C – Insurance Requirement for Professional Services Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Consultant his agents, representatives, employees or subconsultants.

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

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

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

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

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

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

Umbrella or Excess Coverage
The Consultant may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply #20..
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to a loss covered hereunder, shall be called upon to contribute to a loss until the Consultant’s primary and excess liability policies are exhausted.

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

Additional Insured Status
The City of Modesto, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant’s insurance with coverage equal to ISO form CG 2010. If Completed Operations endorsement is required, a separate endorsement equal to ISO form CG 2037 is required.

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

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

Waiver of Subrogation
Consultant hereby grants to City of Modesto a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City of Modesto by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Modesto has received a waiver of subrogation endorsement from the insurer.

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

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

Claims Made Policies (applicable to Professional Liability only) If any of the required policies provide claims-made coverage:
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1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

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

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

Verification of Coverage
Consultant shall furnish the City of Modesto with original certificates and amendatory endorsements or copies of the applicable policy language affecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements are to be received and approved by the City of Modesto Risk Services before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them. The City of Modesto reserves the right to require complete copies of all required insurance policies, including endorsements required by these specifications, at any time. City reserves the right to obtain a full copy of any insurance policy and endorsements.

Failure to exercise this right shall not constitute a waiver of right to exercise later.

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

Special Risks or Circumstances
City of Modesto reserves the right to reasonably 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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CONSULTANT SERVICES AGREEMENT

WATER RATE AND FEE STUDY
THIS AGREEMENT, made and entered into in the City of Modesto, State of California, this day of , 2026, (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "CITY", and BARTLE WELLS ASSOCIATES, a California corporation, hereinafter referred to as "CONSULTANT".

This Agreement is made with regard to the following recitals:

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

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

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

1. SCOPE OF SERVICES.

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

2. TERM OF AGREEMENT.

This Agreement is effective as of the date first written above and will continue in effect until CITY’s acceptance of and payment for all services authorized by CITY #20..
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and performed by CONSULTANT, unless terminated earlier in accordance with the provisions of the termination clause in this Agreement.

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

3. COMPENSATION.

CONSULTANT agrees to accept a sum not to exceed ONE HUNDRED NINETY-NINE THOUSAND SIX HUNDRED TWENTY-FIVE AND 00/100 DOLLARS ($199,625) (maximum compensation) as full remuneration for performing all services and furnishing all staffing and materials for CITY in accordance with Exhibit "A" attached hereto and for performance by CONSULTANT of all of its duties and obligations under this Agreement, except that additional services may be compensated as described below.

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

CITY shall pay CONSULTANT on a time and materials basis for CONSULTANT’s actual costs for all work called for in Exhibit “A” to this Agreement. All work to be performed under this Agreement shall be billed at the hourly rates set forth in Exhibit “B” attached hereto, CONSULTANT shall submit monthly invoices to City which include detailed tasks, hours worked, and billable rates for all work completed, and detailed receipts for #20..
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any out-of-pocket costs paid by CONSULTAN T in connection with work performed on this project. Expenses for travel reimbursement shall comply with the City's Administrative Directive 1.2 (AD 1.2), as amended periodically. The City's AD 1.2 is available at the link below:
https://modestogov.com/227/Finance-Department under the Quick Link – City’s Administrative Directive 1.2.

Additional services may be authorized by the City Manager in an amount up to, but not to exceed 10% of the agreed maximum compensation, or NINETEEN THOUSAND NINE HUNDRED SIXTY-THREE AND 00/100 DOLLARS ($19,963). In the event that additional services are deemed necessary, the CONSULTANT shall provide a written request to the City Manager indicating the reason for additional work, scope and cost of such work. The City Manager shall provide a written response to the request, either approving or denying the additional expenditure. If additional services are requested and approved, they will be billed at the hourly rates set forth in Exhibit “B” and may not exceed the amount requested and approved in writing by the City Manager. In that event, the new total compensation shall not exceed TWO HUNDRED NINETEEN THOUSAND FIVE HUNDRED EIGHTY-EIGHT AND 00/100 DOLLARS ($219,588). If additional services in excess of this amount are deemed necessary by City Staff, an amendment to this Agreement will be required and must be approved by the City Council prior to commencing the work, as provided in Paragraph 9 of this agreement.

4. OBLIGATIONS OF CONSULTANT.

Throughout the term of this Agreement, CONSULTANT shall possess or secure all licenses, permits, qualifications and approvals legally required to conduct business.

CONSULTANT warrants that it has all of the necessary professional capabilities and experience, as well as all tools, instrumentalities, facilities and other resources necessary to provide the CITY #20..
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with the services contemplated by this Agreement. CONSULTANT further warrants that it will follow the best current, generally accepted and professional practices to make findings, render opinions, prepare factual presentations, and provide professional advice and recommendations regarding this project.

5. PERFORMANCE BY KEY EMPLOYEE.

CONSULTANT has represented to CITY that Erik Helgeson, will be the person primarily responsible for the performance of the services referred to in this Agreement.

CITY has entered into this Agreement in reliance on that representation by CONSULTANT.

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

6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

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

Title to Data
If, as a part of the agreement, CONSULTANT is required to produce data such as, but not limited to, drawings, plans, specifications, calculations, models, flow diagrams, visual aids and other related materials, the originals of all such data generated under this agreement will be delivered to CITY upon the completion or termination of services under the Agreement.
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All materials, documents, data or information obtained from the CITY data files or any CITY medium furnished to CONSULTANT in the performance of this Agreement will at all times remain the property of the CITY. Such data or information may not be used or copied for direct or indirect use by CONSULTANT after termination of this Agreement without written consent of the CITY.

7. NEWS AND INFORMATION RELEASE.

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

8. CONFLICT OF INTEREST.

CONSULTANT warrants that it presently has no interest and shall not acquire any interest, direct or indirect, which would create a “conflict of interest”, as that term is defined in the Political Reform Act (Gov. Code § 81000 et seq), for the CONSULTANT in the performance of this AGREEMENT. CONSULTANT warrants that, in performance of this AGREEMENT, CONSULTANT shall not employ any person having any such interest.

CONSULTANT understands that, if this AGREEMENT is made in violation of Government Code § 1090 et seq., the entire AGREEMENT is void and CONSULTANT will not be entitled to any compensation for services performed. CONSULTANT agrees to file a Statement of Economic Interests with the City Clerk at the start and end of this AGREEMENT if so, required at the option of CITY.

9. AMENDMENTS.

Both parties to this Agreement understand that it may become desirable or necessary during the execution of this Agreement, for CITY or CONSULTANT to modify the #20..
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scope of services provided for under this Agreement. Any material extension or change in the scope of work shall be discussed with CITY and the change and cost shall be memorialized in a written amendment to the original contract prior to the performance of the additional work.

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

10. INDEPENDENT CONTRACTOR.

All acts of CONSULTANT, its agents, officers, and employees and all others acting on behalf of CONSULTANT relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers, or employees of CITY.

CONSULTANT, by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of City. CONSULTANT has no authority or responsibility to exercise any rights or power vested in the CITY. No agent, officer, or employee of the CITY is to be considered an employee of CONSULTANT. It is understood by both CONSULTANT and CITY that this Agreement shall not under any circumstances be construed or considered to create an employeremployee relationship or a joint venture.

CONSULTANT, its agents, officers and employees are and at all times during the terms of this Agreement, shall represent and conduct themselves as independent contractors and not as employees of CITY.

CONSULTANT shall determine the method, details and means of performing the work and services to be provided by CONSULTANT under this Agreement.

CONSULTANT shall be responsible to CITY only for the requirements and results specified in this Agreement, and, except as expressly provided in this Agreement, shall not be subjected to CITY's control with respect to the physical action or activities of the CONSULTANT in #20..
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fulfillment of this Agreement. CONSULTANT has control over the manner and means of performing the services under this Agreement. CONSULTANT is permitted to provide services to others during the same period service is provided to City under this Agreement. If necessary, CONSULTANT has the responsibility for employing other persons or firms to assist CONSULTANT in fulfilling the terms and obligations under this Agreement.

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

It is further understood and agreed that CONSULTANT must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of CONSULTANT's personnel.

As an independent contractor, CONSULTANT hereby indemnifies and holds CITY harmless from any and all claims that may be made against CITY based upon any contention by any third party that an employer-employee relationship exists by reason of this Agreement.

11. ASSIGNMENT.

Neither this Agreement nor any portion thereof shall be subcontracted or assigned without the express prior written consent of the CITY in each and every instance. #20..
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12. PATENT/COPYRIGHT MATERIALS.

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

13. NOTICES.

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

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

During the term of this Agreement, CONSULTANT shall maintain in full force and effect at its own cost and expense the insurance coverage as set forth in Exhibit C, attached hereto and incorporated herein, and shall otherwise comply with the other provisions of Exhibit C. CONSULTANT is responsible for uploading updated insurance documentation to the City’s “PINS Advantage” program.

15. TERMINATION OF AGREEMENT.

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

Termination by City for Convenience
The CITY may also terminate the CONSULTANT 's performance under the Agreement, either in whole or in part, at its own discretion, or when conditions encountered during the Work make it impossible or impracticable to proceed, or when the CITY is prevented from proceeding with the Agreement by act of God, by law, or by official action of a public authority, or upon a determination by the CITY that such termination is in the best interest and convenience of the CITY, or whenever the CITY is prohibited from completing the Work for any reason. The CITY shall provide no less than ten (10) calendar days written notice of its intent to terminate the Agreement #20..
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for convenience and shall endeavor to provide the CONSULTANT with consultation with the CITY prior to termination.

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

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

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

16. CERTIFIED PAYROLL REQUIREMENT.

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

In accordance with California Labor Code Section 1773.2, the City has obtained the general prevailing wages in the locality in which the services described in Exhibit A are to be performed for each craft or type of work needed to be as published by the State of California Department of #20..
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Industrial Relations, Division of Labor Statistics and Research, a copy of which is on file in the CITY’s Purchasing Department and shall be made available on request. CONSULTANT must comply with all applicable laws and regulations that apply to wages earned in performance of the services described in Exhibit “A”, including those set forth in Labor Code section 1770 et. seq.

17. INDEMNITY.

If CONSULTANT is Design Professional performing design professional services, as defined in California Civil Code section2782.8, CONSULTANT agrees to indemnify, defend, and hold harmless the CITY, its agents, officers, officials, employees and volunteers, rom and against any and all claims, demands, costs, or liability that arise out of, or pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT and its employees, officials, officers, agents or agents in the performance of services under this Agreement, but this indemnity does not apply to liability for damages arising from the sole negligence, or willful misconduct of the CITY. The CITY agrees that in no event shall the cost to defend charged to the CONSULTANT exceed that CONSULTANT’s proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the CONSULTANT shall meet and confer with other parties regarding unpaid defense costs. This duty to indemnify shall not be waived or modified by contractual Agreement or acts of the parties.

If CONSULTANT is not a Design Professional performing Design Professional Services, the CONSULTANT shall hold the CITY, its agents, officers, employees, and volunteers harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or #20..
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administrative action, arising directly or indirectly out of any negligent or intentional act or omission of CONSULTANT, or its agents, officers, officials, employees, or volunteers relating to or during the performance of its obligations under this Agreement, except for claims arising from the sole negligence of the CITY.

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

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

18. DISPUTE RESOLUTION.

Venue for all claims, controversies, or disputes arising out of, or relating to the formation of this Agreement, or the breach, termination execution, enforcement, interpretation, or validity of this Agreement, including the determination of the scope or applicability of this contract provision shall be in the Superior Court of Stanislaus County or the United States District Court for the Eastern District of California. #20..
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19. ATTORNEY’S FEES.

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

19. ENTIRE AGREEMENT.

This Agreement and its exhibits contain the entire understanding between CONSULTANT and CITY. Additional or new terms contained in this Agreement which vary from CONSULTANT's proposal are controlling and are deemed accepted by CONSULTANT by shipment of any article or other commencement of performance hereunder. All previous proposals, offers and communications relative to this Agreement, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this Agreement. No future waiver of or exception to any of the terms, conditions, and provisions of this Agreement shall be considered valid unless specifically agreed to in writing by all the parties.

20. PARTIAL INVALIDITY.

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

21. WAIVER.

The waiver by any party to this Agreement of a breach of any provision hereof shall be in writing and shall not operate or be construed as a waiver of any other or subsequent breach hereof unless specifically stated in writing. #20..
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22. AUDIT.

The CITY's duly authorized representative shall have access at all reasonable times to all reports, contract records, contract documents, contract files, and personnel necessary to audit and verify CONSULTANT's charges to City under this Agreement.

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

23. GOVERNING LAW.

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

24. HEADINGS NOT CONTROLLING.

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

25. COMPLIANCE WITH LAWS.

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

26. CITY BUSINESS LICENSE.

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

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

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

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

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

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

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

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Table of Contents
EXECUTIVE SUMMARY ........................................................................................ 1 Project Understanding & Objectives ....................................................................................................... 1 Collaborative Project Approach & Process.............................................................................................. 1 SECTION 1: FIRM ORGANIZATION AND PROJECT TEAM....................................... 2 BARTLE WELLS ASSOCIATES..................................................................................................................... 2 PROJECT TEAM......................................................................................................................................... 4 RESUMES.................................................................................................................................................. 5 SECTION 2: WATER RATE STUDY ......................................................................... 9 Task 1. Project Initiation & Data Collection .......................................................................................... 9 Task 2. 10-Year Financial Plans.............................................................................................................. 9 Task 3. Cost of Service Rate Analysis ................................................................................................... 11 Task 4. Capacity Fee Analysis............................................................................................................... 12 Task 5. Wastewater Miscellaneous Fee Analysis.................................................................................. 13 Task 6. Meetings, Reports, Presentations, Model and Rate Implementation..................................... 14 SECTION 3: PROJECT SCHEDULE ........................................................................ 15 SECTION 4: COST PROPOSAL ............................................................................. 16 AVAILABILITY & FEES ........................................................................................ 17 INSURANCE....................................................................................................... 19

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

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

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

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

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Section 1: Firm Organization and Project Team

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

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

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

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

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

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

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

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

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

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

Sample Water/Sewer/ Stormwater Districts
 Castro Valley Sanitary District
 Oro Loma Sanitary District
 Sunnyslope County Water District
 East Bay Municipal Utility District
 San Diego County Water District
 South San Luis Obispo County Sanitation District
 Silicon Valley Clean Water
 Victor Valley Wastewater Reclamation Authority
 Santa Ynez River Water CD, ID#1
 Cucamonga Valley Water District
 San Miguel Community Services District
 Big Bear Area Regional Wastewater Agency
 Sonoma County Water Agency
 Helix Water District
 Lake Arrowhead Community Services District
 Indian Wells Valley Water District
 Monterey One Water
 West Valley Sanitation District
 San Francisco Public Utilities Commission
Sample Cities
 City of Berkeley
 City of Albany
 City of Emeryville
 City of Alameda
 City of San Juan Bautista
 City of Poway
 City of Santa Barbara
 City of San Clemente
 City of Redwood City
 City of Hemet
 City of Glendale
 City of Solvang
 City of Fresno
 City of Chula Vista
 City of Morro Bay
 City of Vacaville
 City of San Carlos
 City of Monterey
 City of Modesto
BWA has served
over 550 public
agencies
throughout
California and
the western
United
States.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Task 1. Project Initiation & Data Collection

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

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

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

Task 2. 10-Year Financial Plans

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

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

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

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

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

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

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

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

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

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

Task 3. Cost of Service Rate Analysis

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

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

Summarize results in easily understandable tables and/or charts.

3. Analyze Consumption & Utility Billing Data
Analyze current and historical usage and utility billing data to determine reasonable and conservative estimates demand to use in developing financial projections and rates. Water use can fluctuate from year to year depending on various factors such as weather and local and regional conservation efforts. Ideally, we would prefer to analyze multiple years of utility billing data in order to determine slightly conservative demand projections and evaluate demands under various normal year and water shortage scenarios.

4. Cost of Service Rate Derivation
BWA has helped many agencies develop utility rates designed to reflect the costs of providing service, be fair and equitable to all customers, and comply with Proposition 218 and other legal requirements. In recent years, we have worked collaboratively with a number of legal experts to ensure our recommendations account for the latest legal understanding of Proposition 218. For this task, we will derive proposed rates based on a defensible cost of service methodology. A key component of this task includes allocating operating, maintenance, capital, and debt service expenses for cost recovery from appropriate rate components.

Task 2 Deliverables Include:
 Minimum fund reserve target recommendations
 10-year financial projections with supporting tables
 Evaluation of alternative scenarios as needed
 Evaluation of rate increase options
 Call with the City’s project team to present findings, discuss alternatives, and gain input Rates will be developed based
on a cost-of-service approach
designed to equitably recover
the cost of providing service
to all customers and comply
with Proposition 218.

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5. Develop Preliminary & Final Rate Recommendations with City Input Based on evaluation of rate structure alternatives and the overall level of rate increases identified in the financial plans, develop draft rate recommendations for City input. The recommendations may include a multi-year phase-in of both overall rate increases and proposed rate structure adjustments to help mitigate the annual impact on ratepayers. Review preliminary recommendations and key alternatives with the City Council and others as directed. Revise recommendations based on input received. Final rate recommendations will be designed to:
a) fund each utility’s long-term costs of providing service, including operating, capital, and debt service funding needs
b) be fair and equitable to all customers,
c) provide a prudent balance of conservation incentive and revenue stability, d) be easy to understand and administer, and
e) comply with the substantive requirements of Proposition 218.

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

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

Task 4. Capacity Fee Analysis

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

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

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

EXHIBIT A
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BARTLE WELLS ASSOCIATES Page 13
City of Modesto – Water Rate and Fee Study Proposal

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

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

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

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

Task 5. Wastewater Miscellaneous Fee Analysis

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

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

3. Update Miscellaneous Fees:

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

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

EXHIBIT A
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BARTLE WELLS ASSOCIATES Page 14
City of Modesto – Water Rate and Fee Study Proposal
Task 6. Meetings, Reports, Presentations, Model and Rate Implementation

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

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

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

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

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

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

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

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

Task 5 Deliverables Include:
 (2) City Council Meetings / Rate Workshops
 Draft and final reports summarizing key findings and recommendations and demonstrating compliance with legal requirements for rates
 Draft of the required Proposition 218 Notice of proposed rate increases  (1) Public Hearing

EXHIBIT A
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BARTLE WELLS ASSOCIATES Page 15
City of Modesto – Water Rate and Fee Study Proposal
Section 3: Project Schedule
Provided below is a high-level draft timeframe for completion of the Project. BWA will work with the City to develop a final schedule designed to meet the City’s objectives.

Draft Water Rate and Fee Study Timeline:
- March 2027: Water Rate Study Kickoff.
- December 2027: Completion of all reports, models, and notices. - Spring 2028: Proposition 218 process (mailing, public hearing). - January 1, 2029: Water rates implemented.

EXHIBIT A
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BARTLE WELLS ASSOCIATES Page 16
City of Modesto – Water Rate and Fee Study Proposal
Section 4: Cost Proposal
Provided below is a draft breakdown of our budget by task. We remain available to work with the City to refine the scope and budget to meet the City’s objectives and expectations.

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

EXHIBIT A
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BARTLE WELLS ASSOCIATES Page 17
City of Modesto – Water Rate and Fee Study Proposal

AVAILABILITY & FEES

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

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

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

4. The fees for services outlined in this proposal will not exceed $199,675 for the Water Cost of Service Rate and Capacity Fee Study. The fee is based on the following assumptions:
a. All necessary information will be provided by the City in a timely manner. b. Development of a draft, final draft, and final versions of tables, presentations, and reports. Time and expenses involved in revising tables and assumptions may constitute additional services if not achievable within the budget.
c. Three trips to the City for meetings and/or presentations. Additional meetings or presentations may constitute additional services if not achievable within the budget.

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

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

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

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

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

EXHIBIT A
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BARTLE WELLS ASSOCIATES Page 18
City of Modesto – Water Rate and Fee Study Proposal

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

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

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

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

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

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

EXHIBIT A
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BARTLE WELLS ASSOCIATES Page 19
City of Modesto – Water Rate and Fee Study Proposal

INSURANCE

EXHIBIT A
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a

BARTLE WELLS ASSOCIATES
BILLING RATE SCHEDULE 2026
Rates Effective 1/1/2026
Professional Services
Financial Analyst I ......................................................................................... $135 per hour Financial Analyst II ........................................................................................$155 per hour Associate Consultant ....................................................................................$175 per hour Consultant .................................................................................................... $200 per hour Senior Consultant ......................................................................................... $225 per hour Project Manager/Technical Expert................................................................ $260 per hour Principal Consultant ..................................................................................... $290 per hour The hourly rates for professional services include all overhead and indirect expenses. Bartle Wells Associates does not charge for administrative support services. Expert witness, legal testimony, or other special limited assignments will be billed at one and one-half times the consultant’s hourly rate.

The above rates will remain in effect through duration of the project.

Direct Expenses
Subconsultants will be billed at cost plus ten percent. Other reimbursable direct expenses incurred on behalf of the agency will be billed at cost plus ten percent. These reimbursable costs include, but are not limited to:
 Travel, meals, lodging  Automobile mileage
 Printing and photocopying  Messenger services and mailing costs  Special statistical analysis  Graphic design and photography  Outside computer services  Special legal services
 Bond ratings  Legal advertisements
Insurance
Bartle Wells Associates maintains insurance in the amounts and coverage as provided in the attached schedule of insurance. Additional or special insurance, licensing, or permit requirements beyond what is shown on the schedule of insurance are billed in addition to the contract amount.

Payment
Fees are typically billed monthly or bi-monthly on a time and materials basis as work proceeds. Invoices are due and payable within 30 days of the date of the invoice. A late charge of 1.0 percent per month may be applied to balances unpaid after 60 days.

EXHIBIT B
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EXHIBIT C – Insurance Requirement for Professional Services Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Consultant his agents, representatives, employees or subconsultants.

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

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

Umbrella or Excess Coverage
The Consultant may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply #20..
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to a loss covered hereunder, shall be called upon to contribute to a loss until the Consultant’s primary and excess liability policies are exhausted.

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

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

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

Claims Made Policies (applicable to Professional Liability only) If any of the required policies provide claims-made coverage:
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1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

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

Verification of Coverage
Consultant shall furnish the City of Modesto with original certificates and amendatory endorsements or copies of the applicable policy language affecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements are to be received and approved by the City of Modesto Risk Services before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them. The City of Modesto reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City reserves the right to obtain a full certified copy of any insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later.

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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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

October 13, 2026
Date: September 3, 2026
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Agreement for On-Call After-Hours Phone Answering Services CONTACT: Manuel Martinez, Water Division Manager, [email protected], 209-342-4592
DESCRIPTION:

Consider approving an Agreement for the furnishing of On-Call After-Hours Phone Answering Services to Excel Telemessaging, Inc., dba Hartley and Associates, Santa Rosa, CA, for a total amount not to exceed $231,090 over five (5) years. (Funding Source:

Various Funds)
STRATEGIC PLAN ELEMENT:

This item supports the City of Modesto 2025-2026 Strategic Plan Initiatives, Goal D:

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

BACKGROUND:

This service will provide professional telephone answering services and support of City operations, activities and programs during non-working staff hours or as overflow during normal business hours to maintain continuous service to the public for multiple City departments. Trained operators can disseminate information received from the public regarding critical or non-critical services provided by the City and respond accordingly to City Divisions. Utilizing professional operators to field calls allows continuity of services required for the health and safety of the public.
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City Council Meeting, October 13, 2026
Agreement for On-Call After-Hours Phone Answering Services

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On April 13, 2021, Council approved Resolution No. 2021-138 for the award of proposal and contract for the furnishing of on-call after-hours answering services to Tamo & Lucey, Inc., dba Hartley and Associates (“Hartley”), Santa Rosa, CA, for a five (5) year agreement and a total cost not to exceed $205,272.

On April 3, 2026, the City Manager approved a First Amendment to Agreement No. 197188 with Hartley, extending the termination date from May 31, 2026, to October 31, 2026, with no increase in spending authority.

DISCUSSION:

On September 26, 2025, the City Manager authorized the Purchasing Division to solicit the procurement for On-Call After-Hours Phone Answering Services. On November 25, 2025, the Purchasing Division issued Request for Proposals (RFP) No. 00045 for On-Call After-Hours Phone Answering Services on the City’s OpenGov public bidding website under various commodity codes1. Online and email notifications of the bid opportunity were sent to 4,250 prospective bidders, which included 46 local vendors. The RFP document was downloaded from OpenGov by 63 companies and two (2) were local.

On January 20, 2026, bids were formally opened in the City Clerk’s office and broadcast via Microsoft Teams Livestream. Responses were received from 15 vendors, and no local proposals were received. Gilson Software Solutions-PHA, LLC, was the highest scoring proposer, however they failed to submit a complete Financial Statement within the deadline and were deemed non-responsive.

An evaluation committee comprised of five (5) City staff members evaluated the proposals. The evaluation was based on References, Experience, Call Center Location, Employee Retention Program/Training and Staffing, Contingency Planning and System Backup, and Cost.

Based on being ranked highest in total evaluation criteria, the committee recommends the award of proposal for On-Call After-Hours Phone Answering Services to Excel Telemessaging, Inc., dba Hartley and Associates, Santa Rosa, CA. Excel Telemessaging, Inc., dba Hartley and Associates scored the highest on the Experience, Employee Retention Program, and Contingency Planning and System Backup criteria.

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 the formal proposal procedures. An award of Proposal and Agreement for the furnishing of On-Call After-Hours Phone Answering Services for multiple departments to Excel Telemessaging, Inc., dba Hartley and Associates, Santa Rosa, CA, conforms to the Modesto Municipal Code because the City complied with the formal bid procedures and Excel 1 91500 Communications and Media Related Services
91505 Answering/Paging Services
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City Council Meeting, October 13, 2026
Agreement for On-Call After-Hours Phone Answering Services

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Telemessaging, Inc., dba Hartley and Associates was the highest ranked proposal based on the evaluation criteria.

FISCAL IMPACT:

Expenditures have been budgeted for Fiscal Year 2026-27 in the following Funds:

General Fund - Parks Maintenance (0100), Surface Transportation Fund - Street Services (1700), Green Waste Fund - Forestry (4892), Sewer Operations Fund (4210), and Water Fund (4100).

Current Expenditures:

Contract Year Expenditures
CY 1: 06.01.21 – 05.31.22 $23,344
CY 2: 06.01.22 – 05.31.23 $34,400
CY 3: 06.01.23 – 05.31.24 $40,971
CY 4: 06.01.24 – 05.31.25 $34,869
CY 5: 06.01.25 YTD (02.24.26) $22,517
Total $156,101
Anticipated Expenditures:

Dept/Division Fund CY1 CY2 CY3 CY4 CY5 Total
Miscellaneous Misc. $1,500 $1,500 $1,580 $1,660 $1,750 $7,990 PRN/Parks 0100 $1,500 $1,500 $1,580 $1,660 $1,750 $7,990 PW/Streets 1700 $1,500 $1,500 $1,580 $1,660 $1,750 $7,990 PW/Forestry 4892 $12,000 $12,000 $12,600 $13,230 $13,900 $63,730 UTL/WW 4210 $7,000 $7,000 $7,350 $7,720 $8,110 $37,180
UTL/Water 4100 $20,000 $20,000 $21,000 $22,050 $23,160 $106,210 Total $43,500 $43,500 $45,690 $47,980 $50,420 $231,090
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.

COMMITTEE RECOMMENDATION:

This item was considered by the Economic Development Committee at the September 2, 2026 meeting, where it was recommended that it be forwarded to Council.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Resolution approving the Award of Proposal and Agreement for the furnishing of On-Call After-Hours Phone Answering Services to Excel Telemessaging, Inc., dba Hartley and Associates, Santa Rosa, CA, for a two (2) year Agreement with three (3) one-year extension options, for an estimated annual amount of $46,218, and a total amount not to #21..
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exceed $231,090 over five (5) years, and authorizing the City Manager, or his designee, to execute the Agreement.

Approved by:

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

1. Resolution

2. Agreement

3. Exhibit B – Excel Messaging, Inc., dba Hartley and Associates Bid Submittal

4. Exhibit C – RFP-00045

5. Exhibit D – Insurance Requirements

6. Exhibit E – Pricing

7. Scoring Abstract
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10/13/2026/Utilities/MMartinez/Item X 1 2026-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2026-XX

RESOLUTION APPROVING THE AWARD OF PROPOSAL AND AGREEMENT

FOR THE FURNISHING OF ON-CALL AFTER-HOURS PHONE ANSWERING SERVICES TO EXCEL TELEMESSAGING, INC., DBA HARTLEY AND
ASSOCIATES, SANTA ROSA, CA, FOR A TWO (2) YEAR AGREEMENT WITH THREE (3) ONE-YEAR EXTENSION OPTIONS, FOR AN ESTIMATED ANNUAL AMOUNT OF $46,218, AND A TOTAL AMOUNT NOT TO EXCEED $231,090 OVER FIVE (5) YEARS, AND AUTHORIZING THE CITY MANAGER,

OR HIS DESIGNEE, TO EXECUTE THE AGREEMENT
WHEREAS, various City Departments and Divisions utilize professional telephone answering services during non-working staff hours or as overflow during normal business hours to maintain continuous service to the public, which allows continuity of services required for the health and safety of the community; and
WHEREAS, on November 25, 2025, the Purchasing Division issued Request for Proposals (RFP) No. 00045 for On-Call After-Hours Phone Answering Services on the City’s OpenGov public bidding website under various commodity codes under several category codes associated with communications and answering services; and
WHEREAS, on January 20, 2026, bids were formally opened in the City Clerk’s office and broadcast via Microsoft Teams Livestream; and WHEREAS, responses were received from 15 vendors, and no local proposals were received; and
WHEREAS, Gilson Software Solutions-PHA, LLC, was the highest scoring proposer, however they failed to submit a complete Financial Statement within the deadline and were deemed nonresponsive; and
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10/13/2026/Utilities/MMartinez/Item X 2 2026-XX
WHEREAS, based on providing the overall lowest responsive and responsible bid, City staff recommends the award for On-Call After-Hours Phone Answering Services to Excel Telemessaging, Inc., dba Hartley and Associates, Santa Rosa, CA, for an estimated annual amount of $40,600; and WHEREAS, Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment or contractual services to follow formal bid procedures and an award of Proposal and Agreement for the furnishing of On-Call After-Hours Phone Answering Services for multiple departments to Excel Telemessaging, Inc., dba Hartley and Associates, Santa Rosa, CA, conforms to the Modesto Municipal Code because the City complied with the formal bid procedures and Excel Telemessaging, Inc., dba Hartley and Associates was the highest ranked proposal based on the evaluation criteria.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the award of Proposal and Agreement for the furnishing of On-Call After-Hours Phone Answering Services to Excel Telemessaging, Inc., dba Hartley and Associates, Santa Rosa, CA, for a two (2) year Agreement with three (3) one-year extension options, for an estimated annual amount of $46,218, and a total amount not to exceed $231,090 over five (5) years.

BE IT FURTHER RESOLVED, that the City Manager, or his designee, is hereby authorized to execute the Agreement in a form approved by the City Attorney.
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10/13/2026/Utilities/MMartinez/Item X 3 2026-XX
The foregoing resolution was introduced in a regular meeting of the Council of the City of Modesto held on the 13th day of October 2026, by Councilmember XXX who moved its adoption, which motion being duly seconded by Councilmember XXX was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST: ___________________________

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

BY: ___________________________
JOSE M. SANCHEZ, City Attorney
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1 ANNUAL AGREEMENT FOR
ON-CALL AFTER HOURS PHONE ANSWERING SERVICES – AGREEMENT #329794 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 Excel Telemessaging, Inc., a California corporation, doing business as Hartley and Associates, a California corporation, hereinafter called CONTRACTOR.

W I T N E S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2026 - ______ authorizing the Award of Proposal and agreement for the furnishing of On-Call After Hours Phone Answering 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 furnishing of On-Call After Hours Phone Answering Services as described in RFP-00045, attached hereto as Exhibit “C” and made a part hereof (hereinafter called RFP).

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

1. THE WORK:

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. #21..
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2 C. CONTRACTOR shall maintain proper insurance with the CITY for the duration of the AGREEMENT.

D. CONTRACTOR shall furnish said services at the following AGREEMENT rates for an estimated annual amount of $46,218. The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $231,090. 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".

E. 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: Leticia Cortez, [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:

Amanda Hackleman
(707) 526-9950
[email protected]

4. TERM OF AGREEMENT:

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

Year 1: November 1, 2026 through October 31, 2027
Year 2: November 1, 2027 through October 31, 2028
Year 3: November 1, 2028 through October 31, 2029
Year 4: November 1, 2029 through October 31, 2030
Year 5: November 1, 2030 through October 31, 2031
Price increases for any subsequent AGREEMENT years following the second year shall not exceed the percentage change in the Consumer Price Index (CPI) for West Urban Area in any one AGREEMENT year and shall be negotiated through the Purchasing Division. Requests for price increases shall be #21..
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3 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 329794
• CITY department/division name and address
• Billing period
• Minutes billed by month
• 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, #21..
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4 judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of CONTRACTOR, or its agents, officials, officers, employees, or volunteers relating to or during the performance of its obligations under this AGREEMENT, except for claims arising from the willful or active negligence of the City. CONTRACTOR’s obligation to defend, indemnify, and hold the CITY, its agents, officials, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this AGREEMENT for CONTRACTOR to procure and maintain a policy of insurance.

8. VENUE & GOVERNING LAW:

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

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

9. ATTORNEY'S FEES:

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

10. COMMENCEMENT AND COMPLETION OF THE WORK:

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

A. Proofs of insurance (approved by CITY Risk Manager); and B. Resolution No.2026 - _______;
C. CONTRACTOR Bid submittal;
D. RFP-00045;

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. #21..
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5 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.

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.
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6 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).

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 #21..
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7 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: Hartley and Associates
Attention: Cheri L. Tamo
3633A Montgomery Dr.

Santa Rosa, CA 95405
(707) 526-9950
[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.

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.
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8 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 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, #21..
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9 that CONTRACTOR prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the CITY. CONTRACTOR hereby agrees to deliver those documents to the CITY upon termination of the AGREEMENT, and the CITY may use, reuse or otherwise dispose of the documents without CONTRACTOR’s permission. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this AGREEMENT are prepared specifically for the City and are not necessarily suitable for any future or other use.

25. FACILITIES AND EQUIPMENT:

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

26. INDEPENDENT CONTRACTOR; NOT AGENT:

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

27. DRUG FREE WORKPLACE:

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

28. ASSIGNMENT:

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

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. #21..
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10 32. ENTIRE AGREEMENT:

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

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

33. PARTIAL INVALIDITY:

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

IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attested by its City Clerk under authority of Resolution No. 2026 - _______, adopted by the Council of the City of Modesto on the 13th day of October, 2026 and Excel Telemessaging, Inc., a California corporation, doing business as Hartley and Associates has caused this Agreement to be duly executed.
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City of Modesto, CA
Finance
DeAnna Christensen, Director of Finance
PO BOX 642, Modesto, CA 95353
[TAMO & LUCEY, INC., DBA HARTLEY AND ASSOCIATES] RESPONSE DOCUMENT REPORT RFP No. RFP-00045
On-Call After Hours Phone Answering Services
RESPONSE DEADLINE: January 20, 2026 at 11:00 am
Report Generated: Wednesday, July 1, 2026
Tamo & Lucey, Inc., dba Hartley and Associates Response

CONTACT INFORMATION
Company:

Tamo & Lucey, Inc., dba Hartley and Associates
Email:
[email protected]
Contact:

Cheri Tamo
Address:
3633A Montgomery Dr.

Santa Rosa, CA 95405
Phone:
(707) 526-9950
Website:
www.hartley-associates.com
Submission Date:

Jan 19, 2026 5:55 PM (Pacific Time)
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[TAMO & LUCEY, INC., DBA HARTLEY AND ASSOCIATES] RESPONSE DOCUMENT REPORT RFP No. RFP-00045
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ADDENDA CONFIRMATION
No addenda issued

QUESTIONNAIRE

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

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

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

You will process the payment though your POS/Card terminal. The payment remittance will be sent from [email protected] via email and will contain the following information:
• 16-digit credit card number
• Expiration date
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[TAMO & LUCEY, INC., DBA HARTLEY AND ASSOCIATES] RESPONSE DOCUMENT REPORT RFP No. RFP-00045
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• Security code
• Total dollar amount of invoices to be paid
• Invoices reference numbers and corresponding amounts
ePay results in small percentage rebate of 1.0% to the City through the card issuer. That rebate amount will be considered by the City in its evaluation of Proposer’s pricing proposal hereunder. Information about enrolling in MasterCard ePay program can be obtained from the City’s contact listed on the Cover Page of this RFP.

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

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

Option A (Preferred)

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

Tamo & Lucey, Inc.

PROPOSER COMPANY MARKETPLACE (OR DBA) NAME*
Pass
Please provide the Company Marketplace Name or DBA (if applicable). It may already be provided elsewhere, but please provide here to confirm.
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NOTE: If the company is not operating under an additional name or a dba, then you may state "N/A" here.

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

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

Corporation
LEGAL ENTITY STATE OF REGISTRATION*
Pass
In which State is the Proposer Company registered?
California
PROPOSER COMPANY HEADQUARTERS ADDRESS*
Pass
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Please provide the full street address for the headquarters of the Proposer Company. Be sure to include the following:
• Full Street Address
• City
• State
• Country
• Postal Code
3633A Montgomery Dr.

Santa Rosa
CA
USA
95405

COMPANY WEBSITE ADDRESS
Pass
Please provide the full company website address for the Proposer Company. www.hartley-associates.com
PROPOSAL CONTACT PERSON DETAILS*
Pass
Please provide the following information for the Contact person for this proposal:
• Name
• Title
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• Phone (Office)
• Phone (Mobile)
• Mailing Address (Street Address, City, State, Postal Code) • Fax Number
• Email
Cheri L. Tamo, President/CEO
707-526-9950 Office
707-529-8957 Mobile
3633A Montgomery Dr., Santa Rosa, CA 95405
FAX: 707-583-7755
Email: [email protected]
FEDERAL TAXPAYER IDENTIFICATION NUMBER (TIN)*
Pass
Please provide the Proposer Company's Federal Taxpayer Identification Number here. 20-4388607

DUNS & BRADSTREET (DUNS) NUMBER
Pass
Please provide the Proposer Company's Duns & Bradstreet (DUNS) Number here. 627 841 872
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PROPOSER OFFICER NAMES AND TITLES*
Pass
Please provide the Names and Titles of the Top Three Proposer Officers in the following manner:
• Full Name, Full Title
• Full Name, Full Title
• Full Name, Full Title
Cheri L. Tamo, President/CEO
Kellie Richardson - Operations and Customer Service Manager Amanda Hackleman - Staffing and Programming Manager
YEARS IN BUSINESS*
Pass
For how long has the Proposer Company been in business? Please indicate in number of years.

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

CLOSEST PROPOSER OFFICE*
Pass
Please provide the address for the Proposer Office closest to the City of Modesto. Please be sure to provide:
• Full Street Address
• City
• State
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• Country
• Postal Code
3633A Montgomery Dr., Santa Rosa, CA USA 95405
CITY OF MODESTO BUSINESS LICENSE*
Pass
Does the Proposer Company currently possess a valid City of Modesto Business License? NOTE: An answer of "No", does not exclude the proposal from evaluation as it is not required until the contract begins.

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

Financial Stability:

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

A separate document shall be provided and signed under penalty of perjury by the proposer’s financial officer or owner that explains the proposer’s inability to provide statements for a fiscal period that ended at least eight (8) months before the required date of submittal, if such inability exists.
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One complete set of Financial Statements shall be submitted within two (2) business days of City request. Financial Statements, whether delivered via email, by an employee of the proposer, U.S. Postal Service, courier or package delivery service must be received by the City of Modesto, Purchasing Division within two (2) business days of request. Financial statements delivered via email should be sent to [email protected]. If sent via email, proposer is encouraged to follow-up with a phone call to Armando Fabro at (209) 577-5420, to confirm receipt. Failure of proposer to provide requested documents within two (2) business days, may disqualify proposer from further consideration. The City of Modesto assumes no responsibility for delay in the delivery of the Financial Statements to the City.

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

Confirmed

3. City Forms
PROPOSER EXCEPTIONS, CLARIFICATIONS, AMENDMENTS?*
Pass
Does the Proposer have any exceptions, clarifications, or amendments to this RFP, sample agreement, or its associated specifications? No
PROPOSER CUSTOMER REFERENCES*
Pass
Please download the below documents, complete, and upload. • Proposer_Customer_Reference...
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Hartley_and_Associates_Customer_References_Form-2.pdf
FINANCIAL INTEREST DISCLOSURE*
Pass
Please download the below documents, complete, and upload. • Financial_Interest_Disclosu...

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

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

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

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

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4. Additional Proposal Items

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

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

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

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

Confirmed

PRICE TABLES

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

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

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

Company Name:

Address:

City, State, Zip Code:

Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Service:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code:

Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Services:

Annual Contract Value $
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Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Services:

Annual Contract Value$
Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Services:

Annual Contract Value$
Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Services:

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

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

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

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

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

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

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

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

In addition to our top management team, we have several staff members who either lead or supervise each of our three shifts that cover 24/7/365. Our leads and supervisors are experienced team members who are familiar with each of our clients’ accounts and are well trained in our answering service programs and software. These staff members provide support to the other agents, and handle daily issues such as last-minute on-call changes, #21..
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2 temporary changes in client hours or instructions, and escalations when an on-call cannot be reached.

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

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

Our average length of service is 7 years. We are always hiring and training new agents, and we are fortunate to have experienced managers and supervisors for onboarding and training. #21..
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California Levine Act Disclosure
California Government Code Section 84308, also known as the "Levine Act", prohibits City “officers” from participating in any action related to a license, permit, or other entitlement for use (a “proceeding”) if such member accepts, solicits, or directs political contributions from a party to the proceeding or their agent totaling more than $500 while the proceeding is pending before the agency, and for twelve (12) months following the date a decision concerning the proceeding has been made. The Levine Act also requires disclosure of such contribution by a party to the proceeding.

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

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

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

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

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

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

_____________________________
Company/Applicant Name
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3633A Montgomery Dr.

Santa Rosa, CA 95405

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

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

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

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

Description Quantity
Inbound Calls 11.00
Outbound Calls 151.00
Account Summary:

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

Thank you for your business.

Thank you for your timely payment.

Please include your account number 1776 on your check.

Please Remit To:

Hartley and Associates
3633A Montgomery Dr.

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

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

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

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

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

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

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

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

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

Reporting and Delivery:

Call reports can be requested daily, weekly, monthly, or according to a custom time frame. These reports can be delivered via emailor fax. Messages are stored in our secure system for a maximum of 90 days. Our customer portal offers clients the ability to access messages independently at their convenience. #21..
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3 Advanced reporting may require more than one report in order to detail all requested criteria.

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

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

Evaluations are based on the following criteria
• Phone presence – warm, helpful, courteous tone and manner • Ability to lead the call politely and professionally
• Answer time/ wait time/ efficiency / ability to manage multiple calls • Clerical speed, accuracy, and service rep efficiency
• Use of customer specific answer phrase and adherence to protocol • Answering every call promptly, reducing wait time, increasing number of calls taken • Ability to relay vital information precisely
• Problem solving skills
• Maintaining professional ethics and standards
Call Monitoring and Scoring
Hartley and Associates recently implemented an advanced call-scoring program that helps our agents learn more quickly, and provides them with daily feedback on their call performance. The program is called QATSI which is a quality-monitoring program based on the standards of ATSI – the Association of TeleServices #21..
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4 International. The program reviews several call recordings per week and provides a percentage rating on various call criteria. We’ve invested in this program to help our staff grow professionally, and to continually improve service to our clients.

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

Telephone service representatives benefit from our regularly scheduled trainings.

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

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

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

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

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

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

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

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

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

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

7. If we experience wide-spread evacuations and power outages and are unable to work from our Santa Rosa office or remotely, we will route our #21..
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6 calls to our sister service in southern California for additional resources.

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

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

ON-CALL AFTER HOURS PHONE ANSWERING SERVICES
PROPOSALS DUE: January 20, 2026 at 11:00 am
CITY OF MODESTO CONTACT: Armando Fabro, Buyer
E-MAIL ADDRESS: [email protected]
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REQUEST FOR PROPOSALS # RFP-00045

ON-CALL AFTER HOURS PHONE ANSWERING SERVICES
2 Table Of Contents

NOTICE TO PROPOSERS

CALENDAR OF EVENTS

VIRTUAL BID OPENING

GENERAL PROPOSAL REQUIREMENTS

AWARD OF AGREEMENT

PRICING SCHEDULE

PROPOSAL

TECHNICAL SPECIFICATIONS AND REQUIREMENTS

SAMPLE STANDARD AGREEMENT FOR CONSULTANT SERVICES
EXHIBIT C: INSURANCE REQUIREMENTS FOR SERVICES
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REQUEST FOR PROPOSALS # RFP-00045

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

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

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

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

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

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

No Proposer may withdraw its Proposal for a period of one hundred twenty (120) days after the date set for the opening thereof.
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REQUEST FOR PROPOSALS # RFP-00045

ON-CALL AFTER HOURS PHONE ANSWERING SERVICES
4 CALENDAR OF EVENTS
RFP Issued: November 25, 2025
Questions Due via City's OpenGov
Procurement portal:

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

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

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

PRECEDENCE
Proposer agrees that any agreement resulting from City’s acceptance of its Proposal, together with the terms in any City agreement and associated specifications provided by the City to Proposer therewith, shall comprise the entire agreement between City and Proposer. Moreover, Proposer agrees that any additional or contrary terms contained in Proposer’s acknowledgement of, shall be null and void. #21..
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REQUEST FOR PROPOSALS # RFP-00045

ON-CALL AFTER HOURS PHONE ANSWERING SERVICES
5 VIRTUAL BID OPENING
The City of Modesto will be broadcasting Proposal openings live electronically via Microsoft Teams at 11:00 am (Pacific Time) on Tuesday, January 20, 2026. The City Clerk Record of Proposal document should be available on the City's OpenGov Procurement portal by the end of the same day.

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

URL: https://teams.microsoft.com/l/meetupjoin/19%3ameeting_NTI0YzBiMDMtNDQ0Yi00YjNlLWIwZjYtYzg4ZDVjMDdkM2Mz%40thread.v2/0?co ntext=%7b%22Tid%22%3a%22125ccacf-fc61-463c-9976-
189f876ff90b%22%2c%22Oid%22%3a%229715c333-c997-4dd7-8984-12cd4deaa705%22%7d Call-In#: 1 469-998-7409
Conference ID: 961 656 049#
Should you have any questions regarding this, please do not hesitate to contact Armando Fabro. #21..
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REQUEST FOR PROPOSALS # RFP-00045

ON-CALL AFTER HOURS PHONE ANSWERING SERVICES
6 GENERAL PROPOSAL REQUIREMENTS

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

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

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

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

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

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

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

Failure to furnish any of these documents or information required within such documents may result in disqualification of Proposer.
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REQUEST FOR PROPOSALS # RFP-00045

ON-CALL AFTER HOURS PHONE ANSWERING SERVICES
7 • Pricing Schedule
• Proposer Exceptions, Clarifications, Amendments (if applicable) • Proposer Customer References
• Financial Interest Disclosure
• Proposer Company History Statement
• Proposer Financial Statements
• Addenda Acknowledgement
• Proposer Experience and Certifications
• California Levine Act Disclosure

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

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

PROPOSED PRICING FORMAT
• The cost of labor, equipment, fuel, licenses, bonds, permits, and insurance necessary to perform the required services shall be included in Proposal pricing, along with Proposer’s profit margin and any other cost factors.
• Unless otherwise stated, the Proposer agrees that, in the event of a price decline, the benefit of such lower pricing shall be extended to the City.
• The City of Modesto shall not pay mileage charges or travel time from the Contractor’s place of business to the job site, or from site to site, or for the Contractor’s travel time to pick up materials. • Proposer shall use the pricing schedule provided in this RFP to present Proposal pricing. No other form or format shall be accepted. Proposal must be submitted on the Pricing Schedule provided. No alterations may be made to the pricing schedule. Any exceptions, amendments or adjustments should be noted on the Exception, Clarification, Amendments Form. #21..
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8 • The Pricing Schedule shall only be provided as part of the Pricing Schedule section of the proposal and not included under any other areas.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

A. Protest to Director of Finance: Upon receipt of a complete and timely protest, the Director of Finance shall review all the submitted materials and shall create and retain a written record of the review. The Director of Finance shall respond at least generally to each material issue raised in the protest not later than ten (days after receipt of the protest. Notice of the Director of Finance's decision may be given by letter mailed through U.S. Postal Service. #21..
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13 All protests to the Director of Finance shall either be delivered to:

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

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

Further protest appeals shall either be delivered to:

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

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

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

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

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

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

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

The protest shall be heard not later than twenty days after receipt of protestor's request for hearing and the selection of a hearing officer. Protests not made in a timely manner shall be deemed withdrawn, unless the City and the protestor mutually agree otherwise in writing. The protestor’s failure to accept a hearing officer after the third attempt by City staff to identify an impartial hearing #21..
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15 officer shall be deemed a withdrawal of the protest.

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

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

Federal agencies may entertain protests alleging that the City has failed to adopt written protest procedures or has failed to follow such procedures. The City Council is the highest authority of the City of Modesto and its decisions are final. A disappointed Bidder for a contract involving expenditures of Federal funds shall have the right to appeal the City Council decision directly to the federal agency as described herein.
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16 AWARD OF AGREEMENT
• The City may award one or more agreements to one or more Proposer in order to provide for backup, or in case the “primary” contractor is unable to meet the City’s needs. • The City reserves the right to decline to award any agreement if it is determined that the proposed pricing is not competitively priced based on similar agreements with public agencies within the State of California or if the bids received fail to meet the City’s requirements. • The City reserves the right to select that Proposal, which best suits the City’s needs. Price is only one factor that will be considered by the City when awarding an agreement. Regardless of City staff’s recommendation, the City Council reserves the right to award an agreement to the Proposer that best suits the City’s needs as determined by the City Council whether or not said award is consistent with City staff’s recommendation for award.
• The City will appoint a selection committee to evaluate each Proposer’s submitted Proposal. The City will evaluate Proposals on a 100-point scale based upon the following weighted scoring:

No. Evaluation Criteria Scoring Method Weight (Points)

1. References
Positive or negative feedback from the
references.

Points Based 5
(5% of Total)

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

Points Based 20
(20% of Total)

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

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

Points Based 20
(20% of Total)

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

Points Based 15
(15% of Total)

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

Points Based 10
(10% of Total)

7. Cost
Lowest cost receives maximum point value.

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

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

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

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

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

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

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

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

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

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

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

PROPOSAL CONTACT PERSON DETAILS*
Please provide the following information for the Contact person for this proposal:
• Name
• Title
• Phone (Office)
• Phone (Mobile)
• Mailing Address (Street Address, City, State, Postal Code) #21..
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22 • Fax Number
• Email
*Response required
FEDERAL TAXPAYER IDENTIFICATION NUMBER (TIN)*
Please provide the Proposer Company's Federal Taxpayer Identification Number here. *Response required

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

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

Financial Stability:

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

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

Financial Statements, whether delivered via email, by an employee of the proposer, U.S. Postal Service, courier or package delivery service must be received by the City of Modesto, Purchasing Division within two (2) business days of request. Financial statements delivered via email should be sent to [email protected]. If sent via email, proposer is encouraged to follow-up with a phone call to Armando Fabro at (209) 577-5420, to confirm receipt. Failure of proposer to provide requested documents within two (2) business days, may disqualify proposer from further consideration. The City of Modesto assumes no responsibility for delay in the delivery of the Financial Statements to the City. #21..
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24 CITY OF MODESTO, PURCHASING DIVISION
1010 10TH STREET, SUITE 5300
ATTN: Armando Fabro
On-Call After Hours Phone Answering Services #RFP-00045 MODESTO, CA 95354
By checking the box below, Proposer confirms that they understand the financial statement requirements as set forth above.
☐ Please confirm
*Response required

CITY FORMS
PROPOSER EXCEPTIONS, CLARIFICATIONS, AMENDMENTS?*
Does the Proposer have any exceptions, clarifications, or amendments to this RFP, sample agreement, or its associated specifications?
☐ Yes
☐ No
*Response required
When equals "Yes"
PROPOSER EXCEPTIONS, CLARIFICATIONS, AMENDMENTS*
Please download the below documents, complete, and upload. • Proposer_Exceptions,_Clarif...
*Response required
PROPOSER CUSTOMER REFERENCES*
Please download the below documents, complete, and upload. • Proposer_Customer_Reference...
*Response required
FINANCIAL INTEREST DISCLOSURE*
Please download the below documents, complete, and upload. • Financial_Interest_Disclosu...
*Response required
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25 PROPOSER COMPANY HISTORY STATEMENT*
Please download the below documents, complete, and upload. • Proposer_Company_History_St...
*Response required
PROPOSER EXPERIENCE AND CERTIFICATIONS*
Please download the below document, complete, and upload. • Proposer_Experience_and_Cer...
*Response required
CALIFORNIA LEVINE ACT DISCLOSURE*
Please download the below documents, complete, and upload. • Modesto_Levine_Act_Statemen...
*Response required

ADDITIONAL PROPOSAL ITEMS

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

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

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

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

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

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

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

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

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

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

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

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

Division Type of Service Call
10th Street, JPA Building maintenance issue at City Hall Building, doors not locking, elevator issue, fire alarm
Forestry Tree down or other related after-hours tree problem #21..
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27 Parks Park and park facility hazard/rental facility issue Environmental
Compliance
Illegal discharge, pool draining, oil spill
Sewer Sewer odor, sewer back-up, missing manhole cover
Storm Water Storm drain issue and flooding
Streets Road hazard, pot hole, street sign down, sidewalk hazard Traffic Electrical Street light and traffic signal issue Water water main-line, leak, water quality, service on/off, conversation Answering service requirements shall include, but not be limited to, the following customer service requirements.

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

B. Verbal communication and listening skills are critical.

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

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

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

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

G. Accuracy/spelling important (street names). Contractor should request cross streets to determine exact location along with any additional identifying information available from caller. #21..
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28 DISPATCHING AFTER-HOUR, CRITICAL NEEDS AND EMERGENCY CALLS All calls shall be answered within three (3) rings. If the answering service phones go down, the contractor shall have a backup system that will ensure no disruption of service.

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

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

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

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

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

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

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

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

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

1. Callers Name and caller's phone number.

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

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

2. Location and direction of the critical need or emergency

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

4. Time it was dispatched to City contact

5. Name of city contact the call was dispatched to
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29 CITY REPRESENTATIVE
Work under any resulting agreement shall be performed under the general technical guidance and direction of the City "City Representative(s)". The City Representative is not authorized to commit the City to changes in specifications, requirements, or scope of work, changes in price(s), period of performance or delivery date(s) or method of shipment. Changes of a contractual or business nature shall be effected only by written change to the agreement, issued by the City of Modesto, Purchasing Division.

A. City Representative shall address issues and concerns.

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

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

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

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

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

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

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

B. Price increases for subsequent agreement years three, four, and five, shall not exceed the Consumer Price Index (CPI) for West Urban Area in any one agreement year, and shall be negotiated through the #21..
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30 Purchasing Division. Requests for price increases shall be submitted by Consultant(s) in writing, ninety (90) days prior to the annual anniversary date of the agreement to be effective for the subsequent year. #21..
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31 SAMPLE STANDARD AGREEMENT FOR CONSULTANT SERVICES
THIS AGREEMENT made and entered into in the City of Modesto, State of California, this ______ day of _________________, 20___, (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "CITY", and (CONSULTANT), a California corporation, hereinafter referred to as "CONSULTANT".

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

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

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

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

Year 1: MONTH DD, 20___ through MONTH DD, 20___
Year 2: MONTH DD, 20___ through MONTH DD, 20___
Year 3: MONTH DD, 20___ through MONTH DD, 20___
Year 4: MONTH DD, 20___ through MONTH DD, 20___
Year 5: MONTH DD, 20___ through MONTH DD, 20___
Pricing shall remain firm for the first two (2) years of the AGREEMENT.

Price increases for subsequent AGREEMENT years, three, four and, five shall not exceed the Consumer Price Index (CPI) for West Urban Area in any one AGREEMENT year and shall be negotiated through the Purchasing Division. Requests for price increases shall be submitted by CONSULTANT in writing, ninety (90) days prior to the annual anniversary date of the AGREEMENT to be effective for the subsequent year. #21..
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32 3. COMPENSATION
CONSULTANT agrees to accept a sum not to exceed $_________ (maximum compensation) as full remuneration for performing all services and furnishing all staffing and materials for CITY in accordance with Exhibit (A).

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

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

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

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

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

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

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

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

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

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

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

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

10. INDEPENDENT CONSULTANT
All acts of CONSULTANT, its agents, officers, and employees and all others acting on behalf of CONSULTANT relating to the performance of this AGREEMENT, shall be performed as independent contractors and not as agents, officers, or employees of CITY. Except as CITY may specify in writing, CONSULTANT has no authority to bind or incur any obligation on behalf of CITY. CONSULTANT has no authority or responsibility to exercise any rights or power vested in the CITY. It is understood by both CONSULTANT and CITY that this AGREEMENT shall not under any circumstances be construed or considered to create an employer-employee relationship or a joint venture. CONSULTANT, its agents, officers and employees are and, at all times during the terms of this AGREEMENT, shall represent and conduct themselves as independent contractors and not as employees of CITY. #21..
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34 CONSULTANT shall determine and control the method, details and means of performing the work and services to be provided by CONSULTANT under this AGREEMENT. CONSULTANT shall be responsible to CITY only for the requirements and results specified in this AGREEMENT, and, except as expressly provided in this AGREEMENT, shall not be subjected to CITY's control with respect to the physical action or activities of the CONSULTANT in fulfillment of this AGREEMENT. CONSULTANT is permitted to provide services to others during the same period service is provided to CITY under this AGREEMENT. If necessary, CONSULTANT has the responsibility for employing other persons or firms to assist CONSULTANT in fulfilling the terms and obligations under this AGREEMENT.

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

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

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

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

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

Address:

Attention:

Phone: ()
Email:

CITY: Name:

Address:

Phone:

Email:

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

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

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

Termination by CITY for Convenience
The City may also terminate the CONSULTANT's performance under the AGREEMENT, either in whole or in part, at its own discretion, or when conditions encountered during the services make it impossible or impracticable to proceed, or when the City is prevented from proceeding with the AGREEMENT by act of God, by law, or by official action of a public authority, or upon a determination by the City that such termination is in the best interest and convenience of the City, or whenever the City is prohibited from completing the services for any reason. The City shall provide no less that ten (10) calendar days written notice of its intent to terminate the AGREEMENT for convenience and shall endeavor to provide the CONSULTANT with consultation with the City prior to termination.
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36 Post-Termination Procedure
Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the CONSULTANT shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subconsultants and agents are notified of such termination and act as specified in the notice of termination;
b. Terminate all orders and subconsultants except as necessary to complete any portion of the work that is not terminated;
c. If directed in writing by the CITY to do so, assign all right, title and interest in subcontracts and materials in progress to CITY, in which case the CITY will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such subconsultants, but in no event shall recovery by any CONSULTANT or subconsultant include lost profits for portions of the work not completed or undertaken, including materials not delivered; d. Deliver or otherwise make available to the CITY all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the CONSULTANT in performing the work whether completed or in process; e. Settle outstanding liabilities and claims, subject to the approval of CITY; f. Complete performance of such part of the work as has not been terminated; g. Take such other actions as may be necessary, or as may be directed by the CITY for the protection and preservation of the work and/or property related to the work; h. If CITY so requests, and at CITY's cost, CONSULTANT shall provide sufficient oral or written status reports to make CITY reasonably aware of the status of CONSULTANT's work on the project.
i. The CONSULTANT understands and agrees that CITY may, in CITY's sole discretion, refuse to pay CONSULTANT for that portion of CONSULTANT's services which were performed by CONSULTANT on the project prior to the termination date and which remain unacceptable and/or not useful to CITY as of the termination date.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

26. CITY BUSINESS LICENSE
CONSULTANT will have a City of Modesto business license. #21..
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40 IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attestation by its City Clerk under authority of Resolution No. 20______ - _________, adopted by the Council of the City of Modesto on the _______ day of __________ , 20___, and (CONSULTANT) has caused this AGREEMENT to be duly executed as of the Effective Date.

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

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

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

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

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

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

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

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

This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and noncontributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss #21..
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REQUEST FOR PROPOSALS # RFP-00045

ON-CALL AFTER HOURS PHONE ANSWERING SERVICES
42 covered hereunder, shall be called upon to contribute to a loss until the Consultant's primary and excess liability policies are exhausted.

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

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

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

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

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

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

Acceptability of Insurers
#21..
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REQUEST FOR PROPOSALS # RFP-00045

ON-CALL AFTER HOURS PHONE ANSWERING SERVICES
43 Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City of Modesto.

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

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

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

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

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

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

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

Certificate Holder Address
Proper address for mailing certificates, endorsements and notices shall be:
#21..
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REQUEST FOR PROPOSALS # RFP-00045

ON-CALL AFTER HOURS PHONE ANSWERING SERVICES
44 City of Modesto
Attn: Risk Management
1010 10th Street
Modesto, CA 95354
#21..
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1 Exhibit D:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Verification of Coverage
#21..
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3 Contractor shall furnish the City of Modesto with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements are to be received and approved by the City of Modesto Risk Services before work commences.

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

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

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

City of Modesto
Attn: Risk Management
1010 10th Street
Modesto, CA 95354
#21..
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Exhibit E - Pricing
Line Item Description Unit Cost
1 Monthly Dispatch Service - Incoming $1.35
2 Monthly Dispatch Service - Outgoing to On-Call Personnel (includes telephone, email and text messages) $1.35
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City of Modesto, CA
Finance
DeAnna Christensen, Director of Finance
PO BOX 642, Modesto, CA 95353

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

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

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

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

72.2 31.2 27.2 60.2 75.5 53.23
ENCO Utility Services 34.1 45.1 74.1 65.1 47.3 53.14
#21..
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EVALUATION TABULATION
RFP No. RFP-00045
On-Call After Hours Phone Answering Services

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

Page 2 ends

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

26.8 61.8 28.8 55.3 42.6 43.06
Aspire Answering
Service, Inc

33.4 39.4 28.4 67.4 45 42.72
Shoreline
Operations, LLC

37.5 53.5 47.5 26.5 30.2 39.04
Ac Academy Virtual
Talks LLC
38 27 17 35 53.3 34.06
Black Wall Street AVL 31.4 36.4 17.4 36.9 39.1 32.19
Go Hire Virtual 20.3 29.3 23.3 31.8 29 26.7
#21..
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

October 13, 2026
Date: September 3, 2026
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Agreement with HSQ Tech Inc. for Support Services for Utilities Department Supervisory Control and Data Acquisition (SCADA) System CONTACT: Manuel Martinez, Water Division Manager, [email protected], 209-342-4592
DESCRIPTION:

Consider approving an Agreement with HSQ Tech Inc., Hayward, CA, for Maintenance and Support of the Supervisory Control and Data Acquisition (“SCADA”) System for a total amount not to exceed $305,460 over five (5) years. (Funding Source: Water Fund and Sewer Operations Fund)
STRATEGIC PLAN ELEMENT:

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

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

SCADA provides for the remote control of equipment as well as real-time monitoring to ensure a rapid response to any abnormal system condition. Furthermore, SCADA stores data and shares it with other City systems to allow for historical report creation to satisfy regulatory reporting requirements. The use of SCADA technology is integral to the efficient and safe management of the City’s water infrastructure and demonstrates support of the “Smart Cities” strategy adopted by Council as part of the 2020-2025 Strategic Plan.
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City Council Meeting, October 13, 2026
Agreement with HSQ Tech Inc. for Support Services for Utilities Department Supervisory Control and Data Acquisition (SCADA) System

Page 2 of 4 ends

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

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

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

DISCUSSION:

On July 7, 2026, the City Manager authorized the Utilities Department to solicit procurement for Supervisory Control and Data Acquisition (SCADA) support maintenance and support 24 hours a day, year-round.

Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment, or contractual services to follow formal bid procedures. However, MMC 8-3.204(b) provides that a purchase may be exempted from the City’s formal bidding requirement where the Purchasing Agency’s requirements can be met solely by a single article or process. Here, HSQ Tech Inc. is the original manufacturer of equipment and sole proprietary distributor who is able to provide maintenance and support of the SCADA System. Therefore, staff recommends that the Agreement with HSQ Tech Inc. should be exempt from formal bidding procedures in accordance with Modesto Municipal Code 8-3.204(b) because HSQ Tech Inc. is the sole provider of SCADA support services.

FISCAL IMPACT:

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

Contract Year Expended
Year 1, 11/01/21 – 10/31/22 $ 43,872
Year 2, 11/01/22 – 10/31/23 $ 49,513
Year 3, 11/01/23 – 10/31/24 $ 55,995
Year 4, 11/01/24 – 10/31/25 $ 52,333
Year 5, 11/01/25 – 07/23/26 (YTD) $ 40,131
Grand Total $241,844
The original agreement was approved for $252,348 over five (5) years for the base rate only and did not include funding for additional services. The new agreement will include additional services as needed for a total not to exceed $305,460 over five (5) years, which is an increase of 21% over the original contract. Expenditures are budgeted in the Utilities #22..
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City Council Meeting, October 13, 2026
Agreement with HSQ Tech Inc. for Support Services for Utilities Department Supervisory Control and Data Acquisition (SCADA) System

Page 3 of 4 ends

Department Water Fund and Sewer Operations Fund. Anticipated spending for the next five (5) years is shown in the next table.

Contract
Year
Term
Dates
Phone Support
Base Rate
Additional
Services
Total
Amount
Year 1 11/01/26 –
10/31/27 $56,160 $1,500 $57,360
Year 2 11/01/27 –
10/31/28 $57,840 $1,500 $59,240
Year 3 11/01/28 –
10/31/29 $59,520 $1,500 $61,120
Year 4 11/01/29 –
10/31/30 $61,320 $1,500 $63,120
Year 5 11/01/30 –
10/31/31 $63,130 $1,500 $64,320
Total Not To Exceed Over Five (5) Years $305,460
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.

COMMITTEE RECOMMENDATION:

This item was considered by the Economic Development Committee at the September 2, 2026 meeting, where it was recommended that it be forwarded to Council.

RECOMMENDED COUNCIL ACTION:

Staff Recommendation:

Resolution approving the Sole Source Agreement with HSQ Tech Inc., Hayward, CA, for Maintenance and Support of the Supervisory Control and Data Acquisition (SCADA) System for an estimated annual amount of $61,092 and a total amount not to exceed $305,460 over five (5) years, and authorizing the City Manager, or his designee, to execute the Agreement.

Approved by:

William Wong, Director of Utilities
Joseph P. Lopez, City Manager
Attachments:
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City Council Meeting, October 13, 2026
Agreement with HSQ Tech Inc. for Support Services for Utilities Department Supervisory Control and Data Acquisition (SCADA) System

Page 4 of 4 ends

1. Resolution

2. Agreement

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

4. Exhibit C – Insurance Requirements

5. Exhibit D – Pricing List

6. Financial Interest Disclosure

7. CA Levine Act

8. Bid Waiver
#22..
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10/13/2026/Utilities/MMartinez/Item X 1 2026-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2026-XX

RESOLUTION APPROVING THE SOLE SOURCE AGREEMENT WITH HSQ TECH INC., HAYWARD, CA, FOR MAINTENANCE AND SUPPORT OF THE

SUPERVISORY CONTROL AND DATA ACQUISITION (SCADA) SYSTEM FOR AN ESTIMATED ANNUAL AMOUNT OF $61,092 AND A TOTAL AMOUNT NOT TO EXCEED $305,460 OVER FIVE (5) YEARS, AND AUTHORIZING THE CITY

MANAGER, OR HIS DESIGNEE, TO EXECUTE THE AGREEMENT
WHEREAS, the Utilities Department Wastewater and Water Divisions operate the Supervisory Control and Data Acquisition (“SCADA”) System to transmit and receive operational data from over 200 remotely located facilities such as wells, storage tanks, and lift stations; and
WHEREAS, SCADA provides for the remote control of equipment as well as real-time monitoring to ensure a rapid response to any abnormal system condition. Furthermore, the SCADA System stores data and shares it with other City systems to allow for historical report creation to satisfy regulatory reporting requirements. The use of SCADA technology is integral to the efficient and safe management of the City’s water infrastructure and demonstrates support of the “Smart Cities” strategy adopted by Council as part of the 2020-2025 Strategic Plan; and
WHEREAS, on July 7, 2026, the City Manager authorized the Utilities Department to solicit procurement for Supervisory Control and Data Acquisition (SCADA) maintenance and support 24 hours a day, year-round; and WHEREAS, Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment, or contractual services to follow formal bid procedures. However, MMC 8-3.204(b) #22..
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10/13/2026/Utilities/MMartinez/Item X 2 2026-XX
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; and
WHEREAS, here, HSQ Tech Inc. is the original manufacturer of the equipment and sole proprietary distributor who is able to provide maintenance and support of the SCADA System. Therefore, staff recommends that the Agreement with HSQ Tech Inc. should be exempt from formal bidding procedures in accordance with Modesto Municipal Code 8-3.204(b) because HSQ Tech Inc. is the sole provider of SCADA support services.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the Sole Source Agreement with HSQ Tech Inc., Hayward, CA, for Maintenance and Support of the Supervisory Control and Data Acquisition (SCADA) System for an estimated annual amount of $61,092 and a total amount not to exceed $305,460 over five (5) years.

BE IT FURTHER RESOLVED, that the City Manager, or his designee, is hereby authorized to execute the Agreement in a form approved by the City Attorney.
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10/13/2026/Utilities/MMartinez/Item X 3 2026-XX
The foregoing resolution was introduced in a regular meeting of the Council of the City of Modesto held on the 13th day of October 2026, by Councilmember XXX who moved its adoption, which motion being duly seconded by Councilmember XXX was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST: ___________________________

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

BY: ___________________________
JOSE M. SANCHEZ, City Attorney
#22..
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1 ANNUAL AGREEMENT FOR

SUPERVISORY CONTROL AND DATA ACQUISITION (SCADA) SYSTEM TELEPHONE SUPPORT SERVICES – AGREEMENT #328543
ANNUAL AGREEMENT - NON-PREVAILING WAGE SERVICES:

This agreement, hereinafter called AGREEMENT, made and entered into in the City of Modesto, State of California, this _______ day of ________________, 2026, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and HSQ Tech Inc., a California corporation, hereinafter called CONTRACTOR.

W I T N E S S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2026 - ______ authorizing the Award of Bid and agreement for the furnishing of maintenance and support services of the Supervisory Control and Data Acquisition System (SCADA) to CONTRACTOR, attached hereto as Exhibit “A” and made a part hereof, and
WHEREAS, the CONTRACTOR is the sole manufacturer and service provider for maintenance and support services of the SCADA, and
WHEREAS, the CITY and CONTRACTOR shall enter into a sole source agreement for the furnishing of maintenance and support services of the SCADA as described in the IT Maintenance Agreement Quotation No. 2604-002-MA, attached hereto as Exhibit “B” and made a part hereof.

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

1. THE WORK:

A. CONTRACTOR shall furnish all labor, materials, equipment, fuel, tools, licenses, and insurance necessary to perform and complete the required work as specified in Exhibit “B”, and in strict accordance with the conditions of the complete AGREEMENT. #22..
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2 B. CONTRACTOR shall do and perform the work contemplated hereby in a good workmanlike manner under the direction of and to the satisfaction of the CITY Representative.

C. CONTRACTOR shall maintain proper insurance with the CITY for the duration of the AGREEMENT.

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

E. CONTRACTOR shall furnish said services at the following AGREEMENT rates for an estimated annual amount of $61,092. The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $305,460. Unless the services provided are for a lump sum or flat fee, fees for work performed by CONTRACTOR on an hourly basis shall not exceed the amounts shown on Bid attached hereto as Exhibit "B".

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

2. CITY REPRESENTATIVE:

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

3. CONTRACTOR CONTACT:

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

4. TERM OF AGREEMENT:

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

Year 1: November 1, 2026 through October 31, 2027
Year 2: November 1, 2027 through October 31, 2028
Year 3: November 1, 2028 through October 31, 2029
Year 4: November 1, 2029 through October 31, 2030
Year 5: November 1, 2030 through October 31, 2031
#22..
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3 Price increases for any subsequent AGREEMENT years following the second year shall not exceed the percentage change in the Consumer Price Index (CPI) for West Urban Area in any one AGREEMENT year and shall be negotiated through the Purchasing Division. Requests for price increases shall be submitted by CONTRACTOR in writing, ninety (90) days prior to the annual anniversary date of the AGREEMENT to be effective for the subsequent year.

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

5. INSURANCE REQUIREMENTS:

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

6. PAYMENT:

The CITY is exempt from payment of Federal Excise Tax, and all invoices shall be exclusive of such excise tax.

Invoice to: City of Modesto
Attn: Accounts Payable
P.O. Box 642
Modesto, CA 95353
Email to: [email protected]
At a minimum, invoices shall state the following:
• This AGREEMENT number 328543
• CITY department/division name and address
• Billing period
• Service hours worked day and week
• Unit price, extended price, sales tax and total
#22..
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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:

9. ATTORNEY'S FEES:

10. COMMENCEMENT AND COMPLETION OF THE WORK:

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

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

11. TERMINATION OF SERVICES:

Termination for Default: In the event either party fails to perform under this AGREEMENT or breaches any condition contained herein, the other party shall notify in writing the breaching party of the nonperformance. Within 10 days after receipt of notification, the breaching party shall correct any non- #22..
- 1311 -
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:

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:
#22..
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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:

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:

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:

CONTRACTOR: HSQ Tech Inc.

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

18. SIGNATORY(IES) FOR CONTRACTOR:

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

19. QUANTITIES:

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

21. OTHER GOVERNMENT/PUBLICLY FUNDED AGENCIES:

22. NON-DISCRIMINATION:

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

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 #22..
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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:

26. INDEPENDENT CONTRACTOR; NOT AGENT:

27. 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. #22..
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10 29. WAIVER:

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:

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

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

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

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Modesto City CouncilOctober 13, 2026

Modesto City Council
October 13, 2026