Agenda packet — Economic Development Committee, April 4, 2022 (part 1 of 2)

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www.modestogov.com
AGENDA
City of Modesto

ECONOMIC DEVELOPMENT COMMITTEE / COUNCIL

WORKSHOP
Held Via Teleconference
(To Access Meeting Please See Instructions Below)
Monday, April 04, 2022 at 5:30 PM
*Roll Call: Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
David Wright, Member
Alternates: Rosa Escutia-Braaton, Jenny Kenoyer, Tony Madrigal, Bill Zoslocki * Please Note: In order to respond to COVID-19, and pursuant to AB 361, the City will hold this meeting via teleconference and Committee Members will be calling in.

THIS MEETING WILL NOT BE PHYSICALLY OPEN TO THE PUBLIC
In order to minimize the spread of the COVID-19 virus, this meeting will be conducted pursuant to AB 361, which amended the Brown Act’s teleconferencing provisions and will not be physically open to the public. You may observe and participate in the meeting via teleconference as indicated below.

PARTICIPATING IN COMMITTEE MEETINGS IN CONFORMANCE
WITH AB 361
The City of Modesto is providing alternatives to observe and participate in Committee meetings.

If you wish to make either a general public comment or to comment on a specific agenda item, you may use one of the following options:

SUBMITTING COMMENTS BY E-MAIL
Written comments may be submitted via email to: [email protected] (include Agenda Item Number in the subject line). All comments will be shared with the Committee Members and placed in the record, but will not be read aloud during the meeting. Written comments must be received by 4:00 p.m. on the day of the meeting. - 1 -
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VIRTUAL PARTICIPATION BY ZOOM VIDEO

CONFERENCING AND TELEPHONE
Joining the Committee meeting via Zoom
The City of Modesto is now offering the ability to view and participate in Committee meetings via telephonic conferencing via “Zoom” video conferencing computer technology. The meeting may be accessed through the use of Zoom using the following options:
 Enter the following link into an Internet Browser
https://us02web.zoom.us/j/86945970570,
 Enter the following link into an Internet Browser https://zoom.us/ and using the Webinar ID 869 4597 0570
 Passcode 84326
To use Zoom, please visit: https://zoom.us/ and either sign-up for a free Zoom account or continue as a guest. Once you have downloaded the app onto your mobile device, joined from your web browser, or downloaded the Zoom software on your computer you will be ready for the upcoming Committee meeting.

Joining the Committee meeting via Telephone
If you don’t have a smart phone or computer to access the meeting via Zoom, you can participate by phone, by calling 1-877-853-5257 (Toll Free) or 1-888-475-4499 (Toll Free) and enter the Webinar ID 869 4597 0570 Passcode 84326
Providing Public Comment on Zoom and by Telephone
The Committee Chairman will request public comment during the Public Comment periods on the meeting agendas and during each Regular Calendar Item on the Committee Agenda. Once the Chairman has announced the public comment period, please do one of the following.

USING A COMPUTER OR SMART PHONE APP:
 Click on the “Raise Hand” feature in the webinar controls. This will notify City staff that you have raised your hand.
 City staff will unmute your microphone when it is your turn to provide public comment.
 A prompt will appear to confirm you would like to be unmuted and then you will have three minutes to provide public comment.
 Once your public comment has ended, you will be muted again.

USING A REGULAR PHONE (not using a computer or smart phone APP):
 Dial *9 (star 9), this will notify City staff that you have “raised your hand” for public comment.
 City staff will unmute your microphone when it is your turn to provide public comment.
 You will hear “you are unmuted” and then you will have three minutes to provide public comment.
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 Once your public comment has ended, you will be muted again.  If your phone is unmuted, and you are unable to be heard, the host may ask that you Dial *6 to toggle mute on/off in Zoom.

Additional Zoom resources/support
Please visit Zoom’s website support page on helpful tips to prepare for the meeting:
https://support.zoom.us/hc/en-us/categories/201146643
Council has not delegated directive or final approval authority to the Committees. Committee actions are recommendations to the full City Council, not final decisions on an issue. This meeting is also noticed as a City Council workshop.

PUBLIC COMMENTS
Please refer to special public comment instructions above.

Three minute time limit per speaker
Only interested persons in the audience may present these matters. Under State law, Committee members may respond to matters being presented under this item only as follows:
a. Briefly respond to statements made or questions raised. b. Ask a question for clarification.
c. Provide a reference to staff or other resources for factual information. d. Request staff to report back at a subsequent meeting. e. Finally, a Committee member or the Committee itself may take action to direct staff to place a matter of business on a future agenda.

CONSENT ITEMS – ROLL CALL VOTE REQUIRED:

Information concerning the consent items listed below has been forwarded to each Committee member prior to this meeting for study. Unless some member of the audience or Committee member has a question concerning an item and asks that it be withdrawn from the consent list, the Committee approves the items at one time. The action taken by the Committee in approving consent items is set forth in the explanation of this individual item.

Any and all of the following agenda items are subject to action by the Modesto City Council.

This Agenda is on file at the Modesto-Stanislaus Library Reference Room, 1500 I Street, Modesto, in the City Clerk’s Office, Sixth Floor, 10th Street Place, and is available on the City’s Web site at www.modestogov.com.

In accordance with the requirements of Title II of the Americans with Disabilities Act (“ADA”) of 1990, the Fair Employment & Housing Act (“FEHA”), the Rehabilitation Act of 1973 (as amended), Government Code section 11135 and other applicable codes, the City of Modesto (“City”) will not discriminate against individuals on the basis of disability in the City’s services, programs, or activities. For more information, please visit the City of Modesto - 3 -
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website at https://www.modestogov.com/865/Americans-with-Disabilities-Act-ADA In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk (209) 577-5396. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting.

CONSENT
An item may be removed from consent and discussed at the request of an audience member or Committee member.

Consent

1. Consider approving the Award of Proposal and Agreement for Community Facilities Districts (CFDs) Administration Services to Goodwin Consulting Group, of Sacramento, CA for a two year Agreement with three one-year extension options, for an annual estimated amount of $90,000 and a total amount not to exceed $450,000 over five years, and forwarding to Council for approval. (Funding Source: Various Community Facilities Districts)
CED; Jessica Hill, 209-577-5321, [email protected]
Consent

2. Consider approving an Agreement with West Yost Associates, Sacramento, CA, for Engineering Services for the Jennings Well Treatment Improvements Project in the amount of $219,300 for the identified scope of services, plus $21,930 in additional services, if needed, for a total amount not to exceed $241,230, and forwarding to Council for approval. (Funding Source: Wastewater Fund) UTILITIES; Cristian Ciotau, 209-577-5260, [email protected]

UNFINISHED BUSINESS

3. Consider various infrastructure improvement options and associated costs for the project development, construction, ownership and operation of the Airport Neighborhood Active Transportation Connectivity and Safety Project (ATP); and consider approving an Agreement for the long-term maintenance of improvements in the City limits between the City of Modesto and Stanislaus County and forwarding to Council for approval. (Funding Source: State funds, County Local Measure L funds) CED; Nathan Bray, 209-571-5542, [email protected]

NEW BUSINESS

4. Consider accepting staff’s report regarding progress and status for the comprehensive General Plan update presentation regarding environmental justice. (Funding Source:

General Fund Reserves, Regional Early Action Planning (REAP) Grant) CED; Brad Wall, 209-577-5273, [email protected]
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5. Consider amending the City’s Community Facilities Districts Policies and Procedures, authorizing the City Council to establish inter-fund loans from the General Fund up to $450,000 for the formation of future City Community Facilities Districts and forwarding to Council for approval. (Funding Source: General Fund) CED; Jessica Hill, 209-577-5321, [email protected]

6. Consider accepting a report on upcoming Capital Improvement Program Projects planned for bidding and construction and forwarding to Council for approval. (Funding Source: Various CIPs)
UTILITIES; Jesse Franco, 209-571-5175, [email protected]

7. Consider accepting an informational report on the funding made available by the American Rescue Plan Act of 2021 (Act), and discuss ideas for community, and organizational support with the funds made available in Year 2 tranche of the Act. (Funding Source: American Rescue Plan Act)
CITY MANAGER; Edgar Garcia, 209-571-5101, [email protected]

MATTERS TOO LATE FOR THE AGENDA
These may be presented by members of the Committee and staff upon determination by a majority vote that an emergency exists, as defined by State law, or by a 2/3 vote that (1) there is a need to take immediate action, and (2) that the need for action came to the City’s attention after the agenda was posted.

ADJOURNMENT
Posted pursuant to Government Code Section 54954.2 on the bulletin board at Tenth Street Place on at by
date time signature
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

April 4, 2022
Date: March 24, 2022
TO: Economic Development Committee
Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
David Wright, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Jaylen French, Director of Community and Economic Development SUBJECT: Award of Administration Services for Community Facilities Districts CONTACT: Jessica Hill, Community Development Manager,
[email protected] 209-577-5211
DESCRIPTION:

Consider approving the Award of Proposal and Agreement for Community Facilities Districts (CFDs) Administration Services to Goodwin Consulting Group, of Sacramento, CA for a two (2) year Agreement with three (3) one-year extension options, for an annual estimated amount of $90,000 and a total amount not to exceed $450,000 over five years, and forwarding to Council for approval. (Funding Source: Various Community Facilities Districts) STRATEGIC PLAN ELEMENT:

The recommended action supports the City of Modesto’s 2020-2025 Strategic Plan Goal D to provide safe, efficient, and reliable infrastructure through proactive community investment, maintenance and sustainability efforts.

BACKGROUND:

The City has determined that Community Facilities Districts (CFDs) and Assessment Districts (ADs) are necessary funding mechanisms to construct and maintain infrastructure for new development areas. Since 1996, the City of Modesto has formed fifteen (15) CFDs pursuant to the Mello-Roos Community Facilities Act of 1982.

Annual tasks performed typically include updating the CFD database, calculating annual special tax levies, providing CFD administration report preparation for State required reporting.

Compiling a list of parcels in the CFD subject to the special tax levy and submitting taxes to the Auditor-Controller’s Office for inclusion on consolidated property tax bills. Monitoring the Auditor-Controller’s tax collection summaries and reporting on delinquent parcels, preparing and mailing letters to property owners with delinquent special taxes. Responding to various parties’ #1..
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Economic Development Committee, April 4, 2022
Award of Administration Services for Community Facilities Districts

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questions regarding the special tax and other CFD related issues. Assisting with complying with provisions in the bond indenture or fiscal agent agreement in the event of foreclosure. Providing interested parties the prepayment amount required to pay down the special tax lien and ensuring prepayment checks are processed properly and allocated to the proper CFD accounts Additional tasks typically include working with parties where CFDs bonds have been issued, providing assistance with disclosure regulations, preparing annual or five-year arbitrage rebate calculations and On-Call Services.

DISCUSSION:

After authorization, the Purchasing Division issued a formal Request for Proposals (RFP 2122- 20) for the Administration Services for Community Facilities Districts on September 23, 2021.

Prospective bidders were notified online and via email of the bid opportunity. Twenty-four (24) companies downloaded the RFP document. On November 16, 2021, proposals were formally opened in the City Clerk’s office. Two (2) companies responded, neither of which were local vendors. Both companies provided responsive and responsible proposals.

Proposals were evaluated based on references, qualifications, project plan and schedule, completeness of response and cost. Three (3) staff members1 from the City participated in the evaluation process and selection.

Modesto Municipal Code Section 8-3.203 generally requires all purchases that meet or exceed $50,000 for material, equipment or contractual services to follow the formal bid procedures. The award of RFP 2122-20 and agreement for Administration Services for Community Facilities Districts for the Community and Economic Development Department to Goodwin Consulting Group of Sacramento, CA is exempt from formal bidding pursuant to Municipal Code Section 8-

3.204(a) because it is an agreement for professional services. However, the City complied with the formal bid procedures and Goodwin Consulting Group was ranked highest among the bidders.

FISCAL IMPACT:

The Goodwin Consulting Group contract will be paid through the annual maintenance tax of each CFD. Funds are currently budgeted under professional services in each of the CFD funds in an average annual amount of $90,000 and not to exceed $450,000 over five years. Term of the contract will 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.

Required Services Unit Price/Annually
Administration $34,100
On-Call Services $55,900
Annual Total $90,000
1 Community Development Manager, Community & Economic Development Department; Infrastructure Financing Program Supervisor, Community & Economic Development Department; Senior Financial Analyst, Finance Department.
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Award of Administration Services for Community Facilities Districts

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Approved by:

Jaylen French,
Director of Community and Economic Development
Joseph P. Lopez, City Manager
Attachments:

1. Consultant Agreement

2. Exhibit A – Scope of Work

3. Exhibit B – Pricing Structure

4. Financial Interest Disclosure

5. Scoring Abstract
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1 STANDARD AGREEMENT

FOR ADMINISTRATION SERVICES FOR COMMUNITY FACILITIES DISTRICTS WITH GOODWIN CONSULTING GROUP, INC.

This Agreement, made and entered into in the City of Modesto, State of California, this ____ day of _________, 2022, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and Goodwin Consulting Group, 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. 2022-_____ authorizing the award of proposal and contract for the furnishing of Administration Services for Community Facilities Districts 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 ADMINISTRATION SERVICES FOR COMMUNITY FACILITIES DISTRICTS, as described in RFP No. 2122-20 – ADMINISTRATION SERVICES FOR COMMUNITY FACILITIES DISTRICTS, attached hereto as Exhibit “C” and made a part hereof, and NOW, THEREFORE, the parties hereto mutually agree as follows:

1. SCOPE OF WORK.
a. CONTRACTOR shall furnish ADMINISTRATION SERVICES
FOR COMMUNITY FACILITIES DISTRICTS insofar as such scope of services are specified in Exhibit “D”, and in strict accordance with the conditions of the complete Contract. b. CONTRACTOR shall do and perform the work contemplated #1..
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2 hereby in a good and workmanlike manner under the direction of and to the satisfaction of the City Representative.
c. CONTRACTOR shall furnish said services at the following contracted rates, estimated at $90,000 annually:

REQUIRED SERVICES Unit Price/Annually
Administration $34,100
On-Call Services $55,900
TOTAL $90,000

2. CITY REPRESENTATIVE:

Contract Administrator is: Infrastructure Financing Supervisor 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 contract, issued by the City of Modesto, Purchasing Division.

3. TERM OF CONTRACT:

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

Year 1: July 1, 2022 through June 30, 2023
Year 2: July 1, 2023 through June 30, 2024
Year 3: July 1, 2024 through June 30, 2025
Year 4: July 1, 2025 through June 30, 2026
Year 5: July 1, 2026 through June 30, 2027
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3 Pricing as set forth in Section 1.c. above shall remain firm for the first two (2) years of the contract.

Price increases for subsequent contract years, number, number and number, shall not exceed the Consumer Price Index (CPI) for West Urban Area in any one contract year, and shall be negotiated through the Purchasing Division. Requests for price increases shall be submitted by CONTRACTOR in writing, sixty (60) days prior to the annual anniversary date of the contract to be effective for the subsequent year.

4. LIABILITY INSURANCE:

CONTRACTOR shall provide at its own expense and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to CITY as may be required by the Risk Manager. The policies or certificates thereof shall provide that, thirty (30) days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of CITY by registered mail, return receipt requested, for all of the following stated insurance policies. (a) Workers' Compensation - In compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000
(b) General Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. This insurance shall indicate on the certificate of insurance the following coverages and indicate the policy aggregate limit applying to:
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4 premises and operations; broad form contractual; independent consultants and subcontractors; products and completed operations as applicable. (c) Automobile Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. This insurance shall cover any automobile for bodily injury and property damage.
(d) Professional Liability - insurance with a minimum limit of $1,000,000 per claim and policy aggregate. If coverage is on a claims made basis it shall be maintained for at least three (3) years following completion of the work.

If at any time any of said policies shall be unsatisfactory to CITY, as to form or substance, or if a company issuing such policy shall be unsatisfactory to CITY, CONTRACTOR shall promptly obtain a new policy, submit the same to Risk Manager of CITY for approval and submit a certificate thereof as herein above provided. Upon failure of CONTRACTOR to furnish, deliver or maintain such insurance and certificates as above provided, this Agreement, at the election of CITY, may be forthwith declared suspended, or terminated. Failure of CONTRACTOR to obtain and/or maintain any required insurance shall not relieve CONTRACTOR from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of CONTRACTOR concerning indemnification. CITY, and its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers’ Compensation, Professional Liability and Financial Institution’s Fidelity.

The Workers’ Compensation insurer shall agree to waive all rights of subrogation against CITY, its agents, officers, employees, and volunteers for losses arising from work performed by CONTRACTOR for CITY. CONTRACTOR’S insurance policy(ies) #1..
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5 shall include a provision that the coverage is primary as respects CITY; shall include no special limitations to coverage provided to additional insured; and, shall be placed with insurer(s) with acceptable Best ’s rating of A:VII or with approval of the Risk Manager of CITY. The CONTRACTOR must deliver certificates evidencing existence of the insurance to the City prior to the time contract is signed.

CONTRACTOR agrees to provide CITY with a separate endorsement evidencing proof of City ’ s additional insured status required herein (both general and automobile liability) as well as a separate endorsement for the Workers’ Compensation insurer’s waiver of all subrogation rights as stated above. Every endorsement shall identify the policy number.

CONTRACTOR shall provide CITY with separate an endorsement evidencing proof of the CITY’s additional insured status as to the general liability insurance policy. In addition, CONTRACTOR shall provide CITY with a Workers Compensation subrogation waiver by way of a separate endorsement. All endorsements referenced above must include the applicable policy number.

For any claims related to this project, the CONTRACTOR’S insurance coverage shall be primary insurance as respects the Entity, its officers, officials, employees, and volunteers.

Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the CONTRACTOR’S insurance and shall not contribute with it.

CONTRACTOR further agrees that the amount of insurance required may from time to time be adjusted by CITY’s Risk Manager and CONTRACTOR agrees to file a new insurance certificate with CITY’s City Clerk evidencing the new amounts after a thirty (30) day written notice from CITY’s Risk Manager.

5. INDEMNITY:
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6 The CONTRACTOR 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 CONTRACTOR, or its agents, officers, employees, or volunteers relating to or during the performance of its obligations under this Agreement.

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 Agreement for CONTRACTOR to procure and maintain a policy of insurance.

6. ARBITRATION:

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, (except as approved below) resolved by final binding arbitration before the American Arbitration Association (AAA), utilizing its Commercial Arbitration Rules. One Arbitrator shall be selected using AAA procedures. The Arbitrator shall use all reasonable efforts to minimize discovery and to complete the arbitration proceedings as expeditiously as possible. The Arbitrator shall render a written decision within thirty (30) calendar days of the hearing. The Arbitrator will not award attorney’s fees, or punitive, incidental, consequential, treble or other multiple or exemplary damages, and the parties hereby agree to waive and not seek such damages. Either party may seek judicial relief to compel the other party to comply with the provisions of this Section, or injunctive or other equitable relief to protect its intellectual property rights, provided (unless prohibited by applicable law) that the remainder of the dispute or claim is submitted to arbitration. The arbitration shall be held in Modesto California; both parties give their irrevocable consent to #1..
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7 jurisdiction of courts of or in the State of California, as well as processes of the AAA in California.

Awards shall be final, binding and non-appealable (except on the minimal grounds required under the Federal Arbitration Act or other applicable law). All awards may be filed with one or more courts, state, federal or foreign having jurisdiction over the party against whom such award is rendered or its property, as a basis of judgment and of the issuance of execution for its collection.

7. GOVERNING LAW:

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

8. COMMENCEMENT AND COMPLETION OF THE WORK:

The work contemplated herein shall be commenced as immediately after receipt of the Notice to Proceed for this contract. The Notice to Proceed shall not be issued until the contract administrator receives and has on file:

Proofs of insurance (approved by Risk Management); and Executed Agreement and all exhibits thereto.

9. TERMINATION OF SERVICES:

Termination by City for Default of Contractor
Should Contractor 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 Contractor. 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 Contractor, dishonesty or theft.

Termination by City for Convenience
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8 The City may also terminate the Contractor'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 day’s written notice of its intent to terminate the Agreement for convenience, and shall endeavor to provide the Contractor 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 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 Subcontractors 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 subcontractors but in no event shall recovery by any Contractor or subcontractor 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, #1..
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9 specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Contractor 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, Contractor shall provide sufficient oral or written status reports to make City reasonably aware of the status of Contractor's work on the project. i. The Contractor understands and agrees that City may, in City's sole discretion, refuse to pay Contractor for that portion of Contractor's services which were performed by Contractor on the project prior to the termination date and which remain unacceptable and/or not useful to City as of the termination date.

City will pay Contractor an amount based on the percentage of satisfactory work 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:
a. The cost of settling and paying valid claims arising out of the termination of the Work such as subcontractor agreements or contracts for materials;
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10 b. The Agreement price allocable to the portion of the Work 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.

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 Contractor to appeal the City Manager, or his/her designee’s, decision to the City Council. The Contractor 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.

10. COMPLIANCE WITH ALL LAWS:

CONTRACTOR hereby agrees that CONTRACTOR and its subcontractors, if any, in the performance of the work described, designated and shown upon the plans herein referred to, 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.

11. CONTRACT DOCUMENTS:

The complete contract between the parties hereto consists of this agreement and the following documents which are incorporated herein by this reference:
a. Resolution No. 2022-_______;
b. CONTRACTOR submittal;
d. Insurance Certificates,
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11 These documents include important legal requirements, procedures and restrictions and should be reviewed by CONTRACTOR. They are available for review during normal business hours in the Department of Finance, Purchasing Division). All documents specified above are intended to operate so that any work called for in any one and not mentioned in the other, or vice versa, is to be executed the same as if mentioned in all said documents.

12. NOTICES:

Any notice, payment or instrument required or permitted by this Contract 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: Goodwin Consulting Group
333 University Avenue, Suite 160
Sacramento, CA 95825
CITY: City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

13. SIGNATOR(IES) FOR CONTRACTOR:

The undersigned signator(ies) for CONTRACTOR warrant(s) and represent(s) that he/she/they is/are legally competent to execute the contract and has/have full authority to execute this contract.

14. ASSIGNMENT:

Neither this agreement nor any portion thereof shall be subcontracted or assigned without the written consent of the CITY in each and every instance. #1..
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12 15. 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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13 16. HEADINGS NOT CONTROLLING:

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

17. MISCELLANEOUS:

Time is of the essence in every provision of this contract.

18. 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 proposal are controlling and are deemed accepted by CONTRACTOR 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 or exception to any of the terms, conditions, and provisions of this Agreement shall be considered valid unless specifically agreed to in writing by all the parties.

19. PARTIAL INVALIDITY:

If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
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14 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. 2022-_______, adopted by the Council of the City of Modesto on the _____________ day of _____________________, 2022 and Goodwin Consulting Group has caused this Agreement to be duly executed.
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EXHIBIT A

CITY OF MODESTO

ADMINISTRATION SERVICES FOR

COMMUNITY FACILITIES DISTRICTS

SCOPE OF WORK
Consultant will provide administration services to the City of Modesto (City) associated with the annual administration of Mello-Roos Community Facilities Districts (CFDs) that have been formed by the City for the following Community Facilities Districts.  Community Facilities District No. 1996-1 (Village One)  Community Facilities District No. 1997-1 (North Beyer Park)  Community Facilities District No. 1998-1 (Enterprise Business Park)  Community Facilities District No. 1998-2 (Carver/Bangs-Pelandale/Snyder)  Community Facilities District No. 2000-2 (Coffee-Claratina)  Community Facilities District No. 2001-1 (Northpointe)  Community Facilities District No. 2003-1 (Fairview Village)  Community Facilities District No. 2004-1 (Village One #2)  Community Facilities District No. 2007-1 (North Beyer Park #2)  Community Facilities District No. 2007-2 (Kiernan Business Park West)  Community Facilities District No. 2012-1 (Kiernan Business Park South)  Community Facilities District No. 2016-1 (Kiernan Business Park East #2)  Community Facilities District No. 2016-2 (The Vintage)  Community Facilities District No. 2021-1 (Woodglen)
The role of Administration of City Community Facilities Districts will be as follows:
 To serve as consultant for all CFDs
 To prepare the technical documents relating to the formation of CFDs  To administer the annual levies including tax enrollment, delinquency reporting, answering inquiries, cash flow analysis, coordination of foreclosure activities, bond redemption administration and disclosure regulations compliance  Formation and/or administration of a Community Facilities District Tasks will include, but not be limited to, the following.

Updating CFD Database: Gather pertinent information from City staff to calculate the annual special tax levy. This will include map & parcel research, building permit tracking and classification of property.

Annual Special Tax Levy: Calculate the special tax revenues of each CFD, and each taxable parcel within the CFD. Identify all CFD expenses, including annual debt service, budget for public services costs, CFD administrative expenses, and collection costs. #1..
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Annual CFD Administration Report Preparation: Prepare a special tax administration report for each CFD containing the results of parcel research and findings of the financial analysis. Provide AB 2107 and Government Code 12463.2 required data to be reported in the City’s Financial Transactions Report for the State Controller’s Office.

Annual Special Tax Enrollment: For each CFD, compile a list of parcels in the CFD that will be subject to the special tax levy and format it in compliance with the County Auditor-Controller’s Office. Submit such taxes on or before August 10 for inclusion on the consolidated property tax bills.

Delinquent Special Tax Reporting: Monitor Auditor-Controller’s tax collection summaries and report on delinquent parcels and corresponding delinquent taxes in each CFD. After discussion with the City, prepare and mail demand letters to property owners with delinquent special taxes. For infrastructure CFDs, work with the City to ensure the CFD’s compliance with any foreclosure covenants and provisions in the bond documents.

Answer Inquiries from Various Parties: Respond to property owners, realtors, title companies, appraisers and other parties’ questions regarding the special tax and other CFD related issues. As the listed contact for calls that are received by the Treasurer/Tax Collector’s Office.

Coordination of Foreclosure Activities (Infrastructure CFDs): At the City’s request, assist in complying with provisions in the bond indenture or fiscal agent agreement regarding actions to be taken in the event of foreclosure on a property due to tax delinquency. Coordinate with City staff and legal counsel to identify the parcels for which judicial foreclosure will be initiated.

Prepayment Calculations (Infrastructure CFDs): Provide developers, title agents and other interested parties with the prepayment amount required to pay down the special tax lien on their property. Cost of prepayment calculations and subsequent cancellation of the special tax lien will be included in the prepayment calculation and charged to the property owner.

Bond Redemption Administration (Infrastructure CFDs): Work with homebuilders, title agents and bond trustee to ensure prepayment checks are processed properly and the correct bond amount is redeemed at each interest payment date. Also ensure that prepayment amounts are allocated to the appropriate CFD accounts.

Disclosure Regulations: For each CFD for which bonds have been issued, provide information on the Municipal Securities Rulemaking Board (pursuant to S.E.C. regulations) and California Debt and Investment Advisory Commission (pursuant to Senate Bill 1464) and prepare special tax disclosure materials to home buyers as specified in Senate Bill 1464. Subtasks to include:
a. Prepare the annual Continuing Disclosure Report and respond to secondary information requirements set forth in SEC Section 15c2-12, as amended. #1..
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b. Submit the annual Fiscal Report as specified in Government Code Section 53359.5 to California Debt and Investment Advisory Commission by October of each year.

Prepare special tax disclosure materials on the City’s behalf for resale properties as required by Government Code Section 53340.2.

Arbitrage Rebate Calculations (Infrastructure CFDs): Prepare annual or five-year arbitrage rebate calculations. A report, identifying the rebate liability for each CFD, will be produced. Determine the amount, if any, that must be rebated to the federal government at each five-year interval.

On-Call Services: Provide on-call services to the City throughout the fiscal year. Such services will include any items not specifically stated above and will likely vary from yearto-year. On-call services may also include CFD formations, annexations and any work associated with bond issuances.
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EXHIBIT B

CITY OF MODESTO

ADMINISTRATION SERVICES FOR

COMMUNITY FACILITIES DISTRICES

PRICING STRUCTURE
Required Services Unit Price/Annually
Administration $34,100
On-Call Services $55,900
Annual Total $90,000
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ADMINISTRATION SERVICES FOR COMMUNITY FACILITIES DISTRICTS PROJECT NO. 2122-20

PROPOSAL SCORING ABSTRACT
Evaluation Committee Score Points
Possible
Regional
Government
Services
Authority
Goodwin
Consulting
Group, Inc.

General & Technical Specifications 30 13 28
Account Manager/Support Staff 30 27 29
Deliverables/Reports 15 3 14
References 10 0 10
Cost (Purchasing Evaluates/Scores) 15 4 15
Total 100 47 96
Ranking 2 1
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

April 4, 2022
March 16, 2022
TO: Economic Development Committee
Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
David Wright, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Agreement with West Yost Associates
Engineering Services for the Jennings Well Treatment Improvements Project CONTACT: Cristian Ciotau, Senior Civil Engineer, [email protected], (209) 577-5260
DESCRIPTION:

Consider approving an Agreement with West Yost Associates, Sacramento, CA, for Engineering Services for the Jennings Well Treatment Improvements Project in the amount of $219,300 for the identified scope of services, plus $21,930 in additional services, if needed, for a total amount not to exceed $241,230, and forwarding to Council for approval. (Funding Source: Wastewater Fund)
STRATEGIC PLAN ELEMENT:

The recommended action supports the 2020-2025 City of Modesto Strategic Plan Initiatives, Goal D: Provide safe, efficient, and reliable infrastructure through proactive community investment, maintenance, and sustainability efforts.

BACKGROUND:

The Jennings Well provides potable water to the City’s Jennings Wastewater Treatment Plant (Jennings Plant) for Operations and Maintenance staff. The Jennings Well has historically exceeded the secondary Maximum Contaminant Levels (MCLs) for chloride, manganese, sulfate, hardness (CaCO3), electrical conductance (EC) and total dissolved solids. When chlorinated, manganese precipitates out of solution and leaves a dark residual that must be flushed out of the distribution system on a regular basis.

The City previously retained West Yost Associates (West Yost) to evaluate treatment or other available options and provide recommendations to improve potable water quality.

Findings from the evaluation included the following:
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Economic Development Committee, April 4, 2022
Agreement with West Yost Associates
Engineering Services for the Jennings Well Treatment Improvements Project

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 Drilling a replacement well or modification of the existing well is unlikely to improve water quality; therefore, adding treatment to the existing well is recommended to meet applicable water quality requirements.
 The proposed treatment system consists of replacing the existing well pump with a higher head unit and adding a pressure tank, a water softener, and a packaged reverse osmosis treatment unit.
 Water demands at the Jennings Plant and the City Composting Facility are projected to increase, but are within the production capacity of the existing well, even with implementation of treatment.

DISCUSSION:

After reviewing the technical memorandum provided by West Yost, staff recommends proceeding with the improvements as recommended by the consultant. The review included a closer evaluation of the brine waste discharge and increase in total dissolved solids that would result from the proposed treatment system. The anticipated increase was found to be a small fraction of the total load at Jennings Plant and would likely not be detectable.

In addition, the proposed Jennings Well will be able to provide potable water service to the nearby City Composting Facility, which currently does not have a potable water supply.

Considering current staff workload, resources and expertise required for this project, staff is recommending the use of a consultant.

On April 28, 2020, by Resolution No. 2020-203, Council approved a prequalified list of consultants for Engineering Services for Wastewater and Storm Drain CIP projects in accordance with City Administrative Directive 3.1, Selection Procedures for Professional Consultants who Provide Architectural & Engineering Services for Capital Projects.

In accordance with Modesto Municipal Code 8-3.204(a) Exceptions to Formal Bidding Requirements, this agreement is for professional services and, therefore, exempt from the bid requirement. Additionally, per Administrative Directive 3.1: Selection Procedures for Professional Consultants who Provide Architectural & Engineering Services for Capital Projects, the Director at his direction, may secure a candidate firm if it is in the best interest of the City.

Considering West Yost conducted the treatment study, there is efficiency in utilizing their resources. Therefore, based on the expertise of their team and previous project experience, staff recommends approval of an agreement with West Yost Associates for engineering services for the Jennings Well Treatment Improvements Project.

FISCAL IMPACT:

The following account has been created to track the expenses associated with this project and will be funded in FY 2021-22:
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Economic Development Committee, April 4, 2022
Agreement with West Yost Associates
Engineering Services for the Jennings Well Treatment Improvements Project

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101093 – Jennings Well Treatment Improvements

ANTICIPATED ENGINEERING EXPENDITURES
Engineering Services Agreement – West Yost $219,300
Additional Services (10%) if Needed $21,930
City Staff $21,930
TOTAL $263,160
Approved by:

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

1. Agreement with West Yost Associates

2. Exhibit - Consultant Proposal

3. Technical Memorandum
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ENGINEERING SERVICES AGREEMENT FOR THE

JENNINGS WELL TREATMENT IMPROVEMENTS PROJECT
THIS AGREEMENT, made and entered into in the City of Modesto, State of California, this day of , 2022, (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "City", and WEST YOST ASSOCIATES, INC., a California corporation, hereinafter referred to as "Consultant".

This Agreement is made with regard to the following recitals:

A. The City has determined that Engineering Services are necessary for the Jennings Well Treatment Improvements Project.

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 and #2..
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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 TWO HUNDRED NINETEEN THOUSAND THREE HUNDRED AND 00/100 DOLLARS ($219,300) (maximum compensation) as full remuneration for performing all services and furnishing all staffing and materials for Modesto 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 any out-of-pocket costs paid by Consultant in connection with work performed on this project. #2..
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Additional services may be authorized by the City Manager in an amount up to, but not to exceed ten percent (10%) of the agreed maximum compensation, or TWENTY ONE THOUSAND NINE HUNDRED THIRTY AND 00/100 DOLLARS ($21,930). 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 FORTY ONE THOUSAND TWO HUNDRED THIRTY AND 00/100 DOLLARS ($241,230). 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 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.
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Consultant has represented to City that Roberto Vera, 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 contract.

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.
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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. INTEREST OF CONTRACTOR.

Consultant warrants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. Consultant warrants that, in performance of this Agreement, Consultant shall not employ any person having any such interest. Consultant agrees to file a Statement of Economic Interests with the City Clerk at the start and end of this contract 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 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. #2..
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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 employer-employee relationship or a joint venture.

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

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

It is understood and agreed that as an independent contractor and not an employee of City neither the Consultant or Consultant's assigned personnel shall have any entitlement as a City employee, right to act on behalf of the City in any capacity whatsoever as an agent, or to bind the City to any obligation whatsoever.

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

As an independent 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.

12. PATENT/COPYRIGHT MATERIALS.

Unless otherwise expressly provided in the contract, 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.
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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: West Yost Associates, Inc.

Address: 8950 Cal Center Drive
Building 1, Suite 363
Sacramento, CA 95826
Attention: Roberto Vera
Phone: (209) 996-0756
Email: [email protected]
FOR CITY: Name: City of Modesto
Address: 1010 10th Street
Suite 4600
Modesto, CA 95354
Attention: Cristian Ciotau
Phone (209) 577-5260
Email: [email protected]

14. INSURANCE REQUIREMENTS.

The Consultant shall provide at its own expense and maintain at all times the following insurance with insurance companies licensed in the State of California and shall #2..
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provide evidence of such insurance to the City as may be required by the Risk Manager of the City. The policies or certificates thereof shall provide that, thirty (30) days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the City by certified mail, return receipt requested, for all of the following stated insurance policies.

In the event the certificates of insurance required hereunder do not provide for notice of cancellation to the certificate holder and/or additional insureds, the Consultant shall provide, and shall require its subcontractors to provide, as an express condition precedent to payment hereunder, an endorsement from their insurers providing that the additional insureds identified herein shall be provided 30 days notice of the cancellation on the policies of insurance required hereunder (10 days notice if the policies are cancelled for non-payment of premium). In addition, the named insured on all such policies shall provide to the additional insureds identified herein any notices of cancellation of said insurance policies within 5 business days of receipt of such notice. The Consultant shall, as a further express condition precedent to payment for work performed, affirm under penalty of perjury that the required insurance on the project remains in place and said insurance has not been cancelled.
(a) Worker's Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000. (b) General Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. This insurance shall indicate on the certificate of insurance the following coverages and indicate the policy aggregate limit applying to: premises #2..
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and operations; broad form contractual; independent consultants and subcontractors; products and completed operations as applicable.
(c) Automobile Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. This insurance shall cover any automobile for bodily injury and property damage.
(d) Professional Liability insurance with a minimum limit of $1,000,000 per claim and policy aggregate. If coverage is on a claims made basis it shall be maintained for at least three (3) years following completion of the work.

If at any time any of said policies shall be unsatisfactory to the City, as to form or substance, or if a company issuing such policy shall be unsatisfactory to the City, the Consultant shall promptly obtain a new policy, submit the same to the Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of the Consultant to furnish, deliver or maintain such insurance and certificates as above provided, this Agreement, at the election of the City, may be forthwith declared suspended or terminated.

Failure of the Consultant to obtain and/or maintain any required insurance shall not relieve the Consultant from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Consultant concerning indemnification. The City, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation and Professional Liability. The Workers' Compensation insurer shall agree to waive all rights of subrogation against the City, its agents, officers, employees, and volunteers for losses arising from work performed by Consultant for the City. The Consultant's insurance policy(ies) shall include a provision that the coverage is primary as respects the City; shall include no special #2..
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limitations to coverage provided to additional insured; and, shall be placed with insurer(s) with acceptable Best's rating of A:VII or with approval of the Risk Manager. The Consultant must deliver certificates evidencing existence of the insurance listed above to the City prior to the time the contract is signed.

CONSULTANT shall provide CITY with separate endorsements evidencing proof of the CITY’s additional insured status as to both the general liability and automobile liability insurance policies. In addition, CONSULTANT shall provide CITY with a Workers Compensation subrogation waiver by way of a separate endorsement. All endorsements referenced above must include the applicable policy number.

For any claims related to this project, the CONSULTANT’S insurance coverage shall be primary insurance as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the CONSULTANT’S insurance and shall not contribute with it.

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. #2..
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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 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 Subcontractors 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 #2..
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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
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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;
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.
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16. CERTIFIED PAYROLL REQUIREMENT.

For consultants performing field work on public works contracts on which prevailing wages are required: The Consultant shall comply with the provisions of Section 1776 of the California Labor Code, regarding payroll records, and shall require its subconsultants and subcontractors to comply with that section as may be required by law.

17. INDEMNITY.

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, employees, or volunteers relating to or during the performance of its obligations under this Agreement.

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.

18. DISPUTE RESOLUTION.

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 determined by binding arbitration in Modesto, California by one arbitrator, except as otherwise specified in this Agreement. The American Arbitration #2..
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Association shall administer the arbitration under its Arbitration Rules then in effect, subject to the modifications of those rules contained in this paragraph. This agreement to arbitrate shall be specifically enforceable under the prevailing law of any court having jurisdiction, and the award rendered by the arbitrator may be entered in any court having jurisdiction. The appropriate venue for any arbitration or court proceeding relating to or arising out of this provision shall be in Stanislaus County, California.

This paragraph is not intended to and does not waive the claim filing requirements found in California Government Code section 900 et seq. In the event that a timely and legally sufficient, arbitrable claim is filed by Consultant with City, and the claim is rejected in whole or in part by City, this paragraph shall result in the conclusive, final, and binding resolution of all the issues presented in the claim by Consultant so long as any issues presented by the claim are arbitrable. Claims rejected by City or by operation of law, shall be submitted by Consultant to arbitration pursuant to the Arbitration Rules of the American Arbitration Association within ninety (90) days after mailing of the written rejection by City to Consultant.

Otherwise, the claim or claims shall be deemed waived in their entirety.

The “fast track’ rules of the American Arbitration Association shall apply to any claim or counterclaim less than ONE HUNDRED FIFTY THOUSAND AND 00/100 ($150,000.00) DOLLARS. In arbitration not proceeding under the “fast track” rules, the arbitrator shall have the power to order that depositions be taken and other discovery be made.

Both City and Consultant shall have the right, upon written notice, to take no more than three (3) depositions of the other as a matter of right in an arbitration proceeding under the “fast track” rules.
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Whether or not City and Consultant may be engaged in interstate commerce, any controversy or dispute mentioned above shall be determined by, and the parties shall be bound by, the substantive law of the State of California, and not the Federal Arbitration Act at 9 USC Section 1 et seq.

The arbitrator may grant any remedy or relief deemed by the arbitrator just and equitable under the circumstances, whether or not such relief could be awarded in a court of law. The arbitrator shall be empowered to award monetary sanctions against a party for failure of cooperation in the arbitration. The arbitrator shall, in written award, allocate all the costs of the arbitration, including the fees of the arbitrator and the reasonable attorney fees of the prevailing party, against the party who did not prevail. The prevailing party shall be the party in whose favor the majority of the central issues in the case are resolved.

Notwithstanding anything in this provision to the contrary, the arbitrator shall have no power to award punitive damages or other damages not measured by the party’s actual damages (excluding litigation costs and fees) against any party. This limitation of the arbitrator’s powers under this Agreement shall not operate as an exclusion of the issue of punitive damages from this Agreement to Arbitrate sufficient to vest jurisdiction in a court with respect to that issue.

Consultant shall include in all subcontracts a specification whereby the subcontractor consents to being joined in an arbitration between City and Consultant involving the work of the subcontractor to be joined. Consultant’s failure to do so shall be a breach of this Agreement.
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The parties hereby waive any rights provided by Title 9.2 of the California Code of Civil Procedure, Section 1296. The arbitrator’s award shall be deemed final, conclusive and binding to the fullest extent allowed by California law.

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.

21. WAIVER.

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. #2..
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IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement in duplicate by its City Manager and attestation by its City Clerk under authority of Resolution No. 2022- , adopted by the Council of the City of Modesto on the day of , 2022, and WEST YOST ASSOCIATES, INC. has caused this agreement to be duly executed in duplicate as of the Effective Date. #2..
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8950 Cal Center Drive
Bldg. 1, Suite 363
Sacramento CA 95826
916.306.2250 phone
530.756.5991 fax
westyost.com
January 25, 2022 SENT VIA: EMAIL
Cristian Ciotau, PE, SE, LEED AP
Senior Civil Engineer, Utilities
City of Modesto
1010 10th Street, Suite 4600
Modesto, CA 95353
SUBJECT:

Dear Cristian:

The purpose of this letter proposal is to describe West Yost’s proposed Scope of Services, Budget, and Schedule for design, bid period, and construction period support associated with equipping the City of Modesto’s (City’s) existing Jennings Wastewater Treatment Plant (WWTP) potable water supply well (Jennings Well) with a treatment system capable of supplying water that meets all primary and secondary water quality requirements.

BACKGROUND
The Jennings Well provides potable water to the City’s Jennings WWTP for City staff use. The Jennings Well has historically exceeded secondary Maximum Contaminant Levels (MCLs) for chloride, manganese, sulfate, hardness (as CaCO3), electrical conductance (EC) and total dissolved solids. When chlorinated, manganese precipitates out of solution and leaves a dark residual that must be flushed out of the distribution system on a regular basis.

The City previously retained West Yost to evaluate options and provide recommendations to provide potable water to the Jennings WWTP and the nearby City Composting Facility, which currently does not have a potable water supply. Findings from the evaluation included the following:
• Drilling a replacement well or modification of the existing well is unlikely to improve water quality; therefore, adding treatment to the existing well is recommended to meet applicable water quality requirements.
• The proposed treatment system consists of replacing the existing well pump with a higher head unit and adding a pressure tank, a water softener, and a packaged reverse osmosis treatment unit.
• Projected water demands at the Jennings WWTP and the City Composting Facility are projected to increase substantially but are within the production capacity of the existing well, even with implementation of treatment.

Proposal for Jennings Potable Water Supply Well Treatment Design, Bidding and Construction Period Engineering Services

EXHIBIT A
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Cristian Ciotau, PE, SE, LEED AP
January 25, 2022

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The City reviewed the proposed recommendations further with West Yost and confirmed that the City will proceed with improvements as recommended. The City’s review included a closer evaluation of the brine waste discharge that would result from the proposed treatment system, and the associated increase in total dissolved solids as a result. The anticipated increase was found to be a small fraction of the total load at Jennings WWTP and would likely not be detectable1. Upon determining that the impact from the brine waste would be minimal, the City requested that West Yost prepare this proposal to proceed with design and associated bid period and construction period services for the recommended improvements.

SCOPE OF SERVICES
West Yost has organized the Scope of Services into the following tasks, each further described below:
• Task 1. Preliminary Design and Basis of Design Memorandum • Task 2. Design of Treatment Improvements
• Task 3. Bid Period Services
• Task 4. Engineering Services during Construction
• Task 5. Project Management and Meetings
Task 1. Preliminary Design and Basis of Design Memorandum Under this task, the conceptual treatment system design will be formally defined. The conceptual treatment system layout/design prepared for the City by West Yost in a technical memorandum (TM) titled Jennings Well Facilities and Treatment Evaluation (dated April 14, 2020), will serve as a basis for the preliminary design of treatment improvements. Improvements will be further defined and summarized in a Basis of Design Memorandum (BODM). The previous TM generally recommended the following, and is assumed for budgeting purposes:
• Treatment System. Recommended treatment system improvements include the following:
— New well pump (25 gpm @ 125 feet of total dynamic head) — New 370-gallon raw water hydropneumatic tank
— A dual-softener system (intended to remove soluble manganese from water, to prevent fouling of the reverse osmosis (RO) units) and associated brine tank — A packaged RO system (includes RO feed pump, cartridge filter, and five RO modules mounted on a skid); two units are planned, but only one unit is needed initially; another unit could be added in the future if additional treatment capacity or additional supply is needed — Concentrate waste drainpipe to nearby adjacent distribution box, approximately 250 lineal feet (LF), which will direct the waste stream to the Phase II treatment facilities to minimize the salinity impacts to the Jennings WWTP discharge — Equipment pads for new treatment equipment and a canopy limiting ultraviolet (UV) exposure to proposed treatment equipment
1 Email from West Yost to City on 6/18/2021.

EXHIBIT A
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Cristian Ciotau, PE, SE, LEED AP
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— Associated electrical, instrumentation and controls for new equipment, and integration of existing and new equipment into the City’s SCADA system (to alert of any failed conditions) • Distribution System. Pipeline extension of approximately 2,100 LF to provide potable water service to the Compost Facility (replacing the need for existing trucked water service) The BODM will formalize recommendations and equipment selections and will include preliminary drawings (equivalent to the 35 percent design level). Topics covered in the BODM include:
• Code review and approach to compliance
• Proposed site plan and coordination with existing utilities • Drain waste line to the adjacent distribution box
• New 2,100 LF of distribution system piping to Compost Facility • Equipment selection recommendations
• Structural recommendations for equipment pads and proposed canopy • Investigation and description of how to connect the existing well and booster pump facility and proposed improvements to the Jennings WWTP SCADA system (currently, the existing well and booster pump station are not connected to the City’s SCADA system) • Preliminary piping and instrumentation diagram
• Electrical one-line diagram
The BODM and associated preliminary drawings will be the basis for subsequent draft and final submittals of drawings and technical specifications (described under Task 2). The BODM will also include an Opinion of Probable Construction Cost (OPCC).

Task 1 Assumptions
• City will provide consolidated comments to all submittals. • City will provide all requested data and will review work products in a timely fashion within two weeks of receipt of submittals.
• Survey and/or potholing will not be needed. City will provide available topography information, in AutoCAD format, from recent work within the Jennings WWTP.

Task 1 Deliverables
• West Yost will provide a Draft BODM in PDF format.
• West Yost will provide a Final BODM in PDF format, incorporating City comments. • West Yost will prepare preliminary design drawings and an OPCC, representing the 35 percent design level, in PDF format.

EXHIBIT A
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Cristian Ciotau, PE, SE, LEED AP
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Task 2. Design of Treatment Improvements
Under this task, West Yost will proceed with the preparation of final design/bid documents once the City has reviewed and approved the BODM prepared in Task 1. Activities under this task include the following:
• Provide draft drawings and technical specifications for City review and comment. • Meet with City staff to review and discuss a consolidated set of City review comments on the draft design documents (budgeting included in Task 5). • Provide final drawings and specifications, sealed by a professional engineer, for the City’s use in bidding the project.
• Develop an Opinion of Probable Cost with each submittal.

Following the meeting with City staff (included in Task 5), West Yost will provide a response to City comments so the City can determine if their comments have been adequately addressed. Final drawings and technical specifications will subsequently be provided upon receipt of City confirmation. For the City’s reference, Attachment A contains a preliminary sheet list of the anticipated drawings for the project.

Task 2 Assumptions
• City will provide consolidated comments for the draft drawings and technical specifications. • City will provide all requested data and will review work products in a timely fashion within two weeks of receipt of submittals.

Task 2 Deliverables
• West Yost will provide 90 percent draft drawings and technical specifications. • West Yost will provide a written response to City comments on 90 percent draft plans and technical specifications.
• West Yost will provide Final drawings and technical specifications, upon City confirmation that all comments have been addressed.
• West Yost will provide Opinion of Probable Construction Cost with each submittal.

Task 3. Bid Period Services
Bid period services are primarily focused on assisting the City in the selection a general contractor for the construction of the treatment improvements. Proposed activities for this task include:
• Assist the City with bidding process, as requested by City. Budgeting assumes West Yost will participate in the pre-bid meeting
• Assist City in responding to bidder questions or issuing addenda, as required/if needed.

Task 3 Assumptions
• City will prepare the bid tabulation and verify general conformance with bid documents, including signatures and requisite submission of appropriate documentation. • City staff is responsible for providing all requested data, timely review of work products within two weeks of receipt and being available to meet with West Yost to review and discuss City comments on work products.

EXHIBIT A
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Cristian Ciotau, PE, SE, LEED AP
January 25, 2022

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Task 3 Deliverables
• West Yost will provide written responses to bidder questions, and prepare addenda in PDF format for City use, as needed. Up to three addenda and/or responses to questions are assumed for task budgeting.

Task 4. Engineering Services during Construction
Under this task, West Yost will provide engineering services during construction that are anticipated in the following three key phases of construction:
• Pre-construction
• Construction
• Post-construction
Activities specific to each phase are described in more detail below.

Task 4.1 Pre-Construction Activities
This phase focuses on activities that occur prior to the contractor mobilizing to the project site. Anticipated activities include:
• Prepare construction drawings and technical specifications based on the design drawings and technical specification from bid documents, addenda (if any), and any changes during contracting
• Review contractor’s shop drawings and other submittals, including material submittals, project schedule, and schedule of values (a total of up to 35 submittals and/or resubmittals are assumed)
Task 4.2 Construction Activities
This phase focuses on activities that occur during construction, while the selected contractor is on-site.

Anticipated activities include:
• Attend regular onsite construction status meetings, led by City construction management team. Up to five (5) on-site meetings are assumed.
• Provide design team with technical design expertise whenever a change order is being considered, including, but not limited to: plan details, specifications, and cost estimates.

Review and comment on draft change orders. Up to five (5) change orders are assumed. • Participate in final inspection, testing, and start-up and make recommendations to the City regarding project acceptance.

Task 4.3 Post-construction Activities
This phase focuses on activities that occur after construction is complete, and the selected contractor is demobilizing/completely off the project site. The primary activity associated with this phase is preparation of record drawings of the final project, which depict the conditions as documented by the Contractor and the City’s construction manager.

EXHIBIT A
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Cristian Ciotau, PE, SE, LEED AP
January 25, 2022

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Task 4 Assumptions
• City will provide construction management and inspection services. • West Yost will participate in final inspection, testing and start-up, and make recommendations to City regarding Project acceptance.
• West Yost will review up to a total of 35 submittals and/or resubmittals. • West Yost will review up to five (5) considered change orders. • West Yost will attend up to five (5) on-site meetings.

Task 4 Deliverables
• West Yost will provide written responses to submittals and/or change orders, as needed. • West Yost will prepare record drawings based on markups provided by the City.

Task 5. Project Management and Meetings
Under this task, West Yost will provide the following project management services:
• Conduct a project kickoff meeting to review the Scope of Services, Budget and Schedule for the project and confirm communication procedures
• BODM review meeting with the City engineering and operations teams, focused on receiving comments from City staff on preliminary design submittal • 90 percent draft design review meeting with the City engineering and operations teams, focused on receiving comments from City staff on draft submittal • Project status conference calls (up to 10)
Monthly project status conference calls will be scheduled between West Yost and the City project manager, plus others as needed. Throughout the duration of the Project, West Yost will also coordinate various project/contract administration with the City, including preparation of monthly invoices.

Task 5 Assumptions
• West Yost will attend up to ten (10) project status calls.

Task 5 Deliverables
• West Yost will provide agendas and meeting notes for in-person meetings and conference calls. • West Yost will prepare monthly invoices with a brief description of the activities performed during the invoicing period.

EXHIBIT A
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Cristian Ciotau, PE, SE, LEED AP
January 25, 2022

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Staffing
To accomplish the Scope of Services presented in the previous sections, the following Key Staff are proposed:
• Roberto (Bobby) Vera. Bobby will serve as Project Engineer and will lead the design team to build upon the Jennings Well Evaluation completed in April 2020. Bobby will also serve as overall project manager and will ensure that all major deliverables meet the needs of the City. • Jim Connell. Jim will serve as overall QA/QC for the design portion of the work and will also be available to assist Bobby with engineering services during construction, as needed. • Kathryn Gies. Kathryn will act as Principal-in-Charge and will provide overall project oversight to ensure the West Yost team is meeting the City’s expectations.

The above listed staff will be supported by other senior and staff level engineers, as needed. All work products will be reviewed by a Principal level engineer or higher, to ensure that all quality standards are met.

BUDGET
West Yost’s proposed level of effort and budget for each of the tasks described above is shown in Table1.

West Yost will perform the Scope of Services described above on a time-and-expenses basis, at the billing rates set forth in West Yost’s attached 2022 Billing Rate Schedule (provided Attachment B), with a not-to-exceed budget of $219,300. Any additional services not included in this Scope of Services will be performed only after receiving written authorization and a corresponding budget augmentation.

Table 1. Estimated Project Hours and Budget
Task
Level of Effort,
hours
Subconsultant
Budget, dollars
Total Estimated
Budget, dollars
Task 1. Preliminary Design and Basis of Design
Memorandum 135 9,700 39,850
Task 2. Design of Treatment Improvements 278 36,400 93,000 Task 3. Bid Period Services 36 - 9,700
Task 4. Engineering Services during Construction 108 29,000 54,900 Task 5. Project Management and Meetings 80 - 21,850
Total Project Hours and Budget 637 $75,100 $219,300

EXHIBIT A
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Cristian Ciotau, PE, SE, LEED AP
January 25, 2022

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SCHEDULE
West Yost is prepared to start work upon formal notice to proceed and receipt of all data needed from the City. Attachment C contains a schedule of all project elements. As shown in the conceptual schedule, the following are a list of key dates/assumptions:
• Notice-to-proceed assumed to be March 7, 2022.
• Overall project duration estimated at 82 weeks, for an estimated completion by August 2023, and is estimated as follows:
— Design Phase has an estimated duration of 32 weeks. Final plans and specifications anticipated by October 2022.
— Construction activities are assumed to begin at the end of January 2023 and continue through September 2023.

Thank you for providing West Yost the opportunity to be of continued service to the City of Modesto. We look forward to working with you on this important project. Please call if you have any questions or require additional information.

Sincerely,

WEST YOST
Roberto Vera, PE
Senior Engineer/Project Manager
RCE #83500
Attachments: A. Preliminary Sheet List
B. West Yost 2022 Billing Rate Schedule
C. Project Schedule

EXHIBIT A
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Dwg No. Title Sheet No.

G1 Cover Sheet 1
G2 General Notes 2
D1 Demo / Existing Conditions 3
C1 Site Plan 4
C2
Compost Facility Pipeline
Plan and Profile 1 (Sta 0+00 - 7+00) 5
C3
Compost Facility Pipeline
Plan and Profile 2 (Sta 7+00 - 14+00) 6
C4
Compost Facility Pipeline
Plan and Profile 3 (Sta 14+00 - 21+00) 7
C100 Civil Details 1 / Drain Waste Line (Sta. 0+00 - 2+50) 8 C101 Civil Details 2 9
C102 Civil Details 3 10
S1 Structural Plan 1 11
S2 Structural Plan 2 12
S100 Structural Details 1 13
E1 Electrical Symbols & Abbreviations 14
E2 One Line Diagram & Elevation 15
E3 Pump Elementary Diagram 16
E4 Control Panel Elevation & Layout 17
E5 Control Panel Elementary Diagrams 18
E6 Example Interconnect Diagram 19
E7 Typical Electrical Details No. 1 20
E8 Typical Electrical Details No. 2 21
E9 Overall Electrical Site Plan 22
E10 Conduit & Wire Routing Schedule 23
I1 Instrumentation Symbols & Abbreviations 24
I2 Well Piping & Instrumentation Diagram 25
I3 Auxiliary Piping & Instrumentation Diagram 26
Table 1. Preliminary Drawing List
Note:

1. Sheet list is preliminary and will be updated/further defined as part of BODM. last revised: 08-17-21
City of Modesto
Jennings Potable Water Supply Well
Treatment Design, Bidding and Construction Period Engineering Services

EXHIBIT A
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ID Task Name Duration Start Finish
0 City of Modesto - Jennings Well Treament Design and Construction 82 wks Mon 3/7/22 Fri 9/29/23 1 Notice to Proceed 0 wks Mon 3/7/22 Mon 3/7/22
2 Design Phase 32 wks Mon 3/7/22 Fri 10/14/22
3 Task 1. Preliminary Design and Basis of Design Memo 8 wks Mon 3/7/22 Fri 4/29/22 4 Basis of Design Memo Submittal to City 0 wks Fri 4/29/22 Fri 4/29/22 5 City Review Period 3 wks Mon 5/2/22 Fri 5/20/22
6 Task 2. Design of Treament Improvements 21 wks Mon 5/23/22 Fri 10/14/22 7 Draft Submittal 10 wks Mon 5/23/22 Fri 7/29/22
8 Draft Submittal to City 0 wks Fri 7/29/22 Fri 7/29/22 9 City Review Period 3 wks Mon 8/1/22 Fri 8/19/22
10 Respond to City Comments 3 wks Mon 8/22/22 Fri 9/9/22 11 Draft-Final Submittal to City 0 wks Fri 9/9/22 Fri 9/9/22 12 City Review Period 3 wks Mon 9/12/22 Fri 9/30/22
13 Final Submittal 2 wks Mon 10/3/22 Fri 10/14/22
14 Final Submittal to City 0 wks Fri 10/14/22 Fri 10/14/22 15 Bidding/Construction Phase 50 wks Mon 10/17/22Fri 9/29/23 16 Task 3. Bid Period Services 12 wks Mon 10/17/22Fri 1/6/23 17 Estimated Construction Start 0 wks Fri 1/6/23 Fri 1/6/23 18 Task 4. Engineering Services During Construction
(Estimated Construction Duration)
38 wks Mon 1/9/23 Fri 9/29/23
19 Estimated Construction Completion 0 wks Fri 9/29/23 Fri 9/29/23 20 Task 5. Project Management 82 wks Mon 3/7/22 Fri 9/29/23 Notice to Proceed 22/3/7
DeBasis of sign Memo Submittal to City 4/29/22
Draft Submittal to City 7/29/22
Draft-Final Submittal to City /229/9
Final Submittal to City 10/14/22
Estimated Construction Start 1/6/23
Estimated Construction Completion 9/29/23
Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Qtr 4, 2021 Qtr 1, 2022 Qtr 2, 2022 Qtr 3, 2022 Qtr 4, 2022 Qtr 1, 2023 Qtr 2, 2023 Qtr 3, 2023 Qtr 4, 2023

WEST YOST
n-marketing-c-modesto-lp-2021_Jennings
last revised:01-24-2021
City of Modesto
Jennings Wellhead Treatment Design and

EXHIBIT A
Engineering Services during Construction
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(Effective January 1, 2022 through December 31, 2022)*

POSITIONS

ENGINEERING
Principal/Vice President $318
Engineer/Scientist/Geologist Manager I / II $301 / $315 Principal Engineer/Scientist/Geologist I / II $272 / $289 Senior Engineer/Scientist/Geologist I / II $244 / $256
Associate Engineer/Scientist/Geologist I / II $209 / $224 Engineer/Scientist/Geologist I / II $168 / $195
Engineering Aide $98
Field Monitoring Services $90
Administrative I / II / III / IV $86 / $109 / $130 / $144

ENGINEERING TECHNOLOGY
Engineering Tech Manager I / II $313 / $315
Principal Tech Specialist I / II $287 / $297
Senior Tech Specialist I / II $263 / $275
Senior GIS Analyst $238
GIS Analyst $225
Technical Specialist I / II / III / IV $168 / $191 / $215 / $240 Technical Analyst I / II $120 / $144
Technical Analyst Intern $97
Cross-Connection Control Specialist I / II / III / IV $125 / $136 / $152 / $170 CAD Manager $189
CAD Designer I / II $147 / $166

CONSTRUCTION MANAGEMENT
Senior Construction Manager $304
Construction Manager I / II / III / IV $185 / $199 / $211 / $267 Resident Inspector (Prevailing Wage Groups 4 / 3 / 2 / 1) $162 / $180 / $201 / $209 Apprentice Inspector $147
CM Administrative I / II $79 / $106
Field Services $209

LABOR CHARGES
(DOLLARS PER HOUR)
■ Hourly rates include Technology and Communication charges such as general and CAD computer, software, telephone, routine in-house copies/prints, postage, miscellaneous supplies, and other incidental project expenses. ■ Outside Services such as vendor reproductions, prints, shipping, and major West Yost reproduction efforts, as well as Engineering Supplies, etc. will be billed at actual cost plus 15%. ■ The Federal Mileage Rate will be used for mileage charges and will be based on the Federal Mileage Rate applicable to when the mileage costs were incurred. Travel other than mileage will be billed at cost. ■ Subconsultants will be billed at actual cost plus 10%. ■ Expert witness, research, technical review, analysis, preparation and meetings billed at 150% of standard hourly rates. Expert witness testimony and depositions billed at 200% of standard hourly rates. ■ A Finance Charge of 1.5% per month (an Annual Rate of 18%) on the unpaid balance will be added to invoice amounts if not paid within 45 days from the date of the invoice. 2022 Billing Rate Schedule
* This schedule is updated annually Page 1 of 2

EXHIBIT B
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(Effective January 1, 2022 through December 31, 2022)*
Equipment Charges

EQUIPMENT
2" Purge Pump & Control Box $270 / day
Aquacalc / Pygmy or AA Flow Meter $28 / day
Gas Detector $80 / day
Generator $39 / day
Hydrant Pressure Gauge $10 / day
Hydrant Pressure Recorder, Impulse (Transient) $55 / day Hydrant Pressure Recorder, Standard $40 / day
Low Flow Pump Controller $75 / day
Powers Water Level Meter $32 / day
Precision Water Level Meter $19 / day
Stainless Steel Wire per foot $0.03 / day
Storage Tank $15 / day
Sump Pump $24 / day
Transducer Components (per installation) $23 / day
Trimble GPS – Geo 7x $220 / day
Tube Length Counter $22 / day
Turbidity Meter $22 / day
Vehicle $10 / day
Water Flow Probe Meter $20 / day
Water Quality Meter $27 / day
Water Quality Multimeter $185 / day
Well Sounder $30 / day

BILLING RATES
2022 Billing Rate Schedule
* This schedule is updated annually Page 2 of 2

EXHIBIT B
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6800 Koll Center Parkway, Suite 150 Pleasanton, CA 94566 Phone 925.426.2580 Fax 530.756.5991 westyost.com

TECHNICAL MEMORANDUM
DATE: April 14, 2020 Project No.: 418-12-17-46.004
SENT VIA: EMAIL
TO: Robert Davalos, PE, City of Modesto
CC: Jesse Franco, PE, City of Modesto
FROM: Jim Connell, PE, RCE #63052
Ken Loy, PG #7008
Roberto Vera, PE, RCE #83500
REVIEWED BY: Elizabeth Drayer, PE, RCE #46872
SUBJECT: Jennings Well Facilities and Treatment Evaluation The purpose of this technical memorandum (TM) is to summarize West Yost Associates’ (West Yost) evaluation of the City of Modesto’s (City) Jennings Well Facilities and evaluate the need for additional facilities to provide potable water meeting all primary and secondary requirements for existing and future demands.

Significant findings of this evaluation include the following:
• Projected water demands at the Jennings Wastewater Treatment Plant (WWTP) and composting facility increase substantially but are within the capacity of the existing well, even with implementation of treatment.
• Drilling a replacement well or modification of the existing well is unlikely to improve water quality, thus adding treatment to the existing well is recommended to meet applicable water quality requirements.
• The proposed treatment system consists of a pressure tank, a water softener, and a packaged reverse osmosis unit.
• The existing well pump does not have sufficient head to feed a proposed treatment system and should be replaced with a higher head pump.
• There is sufficient electrical capacity at the site to power the proposed treatment system. • The capacity of the existing potable water booster pumps and distribution system is sufficient for the projected growth.
• The opinion of probable construction cost for the recommended project is approximately $448,000 and would result in annual operating costs of approximately $31,800. Of the total construction cost, water quality improvements are estimated at $202,000 and pipeline improvements (to extend water service to the Composting Facility) are estimated at $246,000.
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The evaluation and findings are discussed in detail in the following sections of this TM:
• Project Background
• Existing and Future Water Demand Projections
• Groundwater Evaluation
• Treatment System Evaluation
• Distribution System Evaluation
• Conceptual Level Capital Costs
• Summary of Findings and Conclusions

PROJECT BACKGROUND
The Jennings Well is a potable water supply well located at the City’s Jennings WWTP. The Jennings Well currently provides water for potable use for Jennings WWTP staff. The Jennings Well facilities are generally described as follows:
• The well is equipped with a submersible pump that can supply a peak flow of 25 gallons per minute (gpm) at a total dynamic head (TDH) of 60 feet. • The well discharges to a 5,000-gallon storage tank after being treated with sodium hypochlorite. A flow meter is located between the well and the storage tank. • A duplex booster pump system pumps the water from the storage tank to maintain distribution system pressure (between 40 to 60 pounds per square inch [psi]) in a 500-gallon bladder style hydropneumatic tank. The pump station consists of one small jockey pump (0.75-hp, 10-gpm @ 175 feet of TDH) and two larger pumps (each 5-hp, 50 gpm @ 175 feet of TDH).
• The distribution system includes approximately 6,300 lineal feet of 4‐inch to 6‐inch diameter pipe. There are eleven (11) service connections: six (6) connections associated with the conventional WWTP and five (5) connections associated with Phase 2 tertiary treatment buildings.

Water from the Jennings Well has exceeded secondary Maximum Contaminant Levels (MCLs) for chloride, manganese, sulfate, hardness (as CaCO3) electrical conductance (E.C.), and total dissolved solids (TDS). When chlorinated, the manganese precipitates out and leaves a dark residue that must be flushed out of the distribution system on a regular basis. Consequently, there has been reluctance from City staff to use the water since secondary water quality requirements have not been met.

Arsenic and gross alpha radiation have exceeded 50 percent of their respective primary MCLs, thus arsenic and gross alpha should continue to be monitored.

A City-owned and operated composting facility is located adjacent to the WWTP. The composting facility currently does not have a domestic water supply source and, as a result, has drinking water delivered weekly. In addition to the composting facility, potable water demands to be served by #2..
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the Jennings Well are expected to increase due to relocation of the City’s Sutter WWTP facilities to the Jennings WWTP site, and due to a planned Phase 3 Biological Nutrient Removal (BNR) Expansion at the Jennings WWTP.

In light of existing water quality concerns and the future planned growth at and adjacent to the Jennings WWTP, the City retained West Yost to conduct this evaluation with the following objectives:
• To project the ultimate potable water demand associated with planned future growth, • To evaluate the various components of the existing Jennings Facilities, and • To recommend capital improvements necessary to serve the projected future potable water demand while meeting all primary and secondary water quality requirements.

It should be noted that City staff conducted an evaluation of the Jennings Well a few years ago.

The results and findings discussed in this TM generally concur with the findings of the previous evaluation, except that the recommended treatment capacity is now being sized to accommodate projected future demand. This effort is intended to supplement the previous evaluation and provide specific recommendations for implementation by the City.

EXISTING AND FUTURE WATER DEMAND PROJECTIONS
Based on available demand data and discussions with City staff, West Yost prepared estimates for existing and projected average annual and maximum monthly potable water demands for the Jennings WWTP. Projected water demands are summarized in Table 1, and are comprised of the following components:
• Existing Jennings WWTP demands
• Future demands associated with the Sutter Water Treatment Plant facility relocation • Future demands associated with the composting facility • Future demands associated with the Phase 3 BNR expansion Each of these demand components, and specific data or details of each, are discussed in subsequent sections. As summarized in Table 1, the projected buildout average daily demand is estimated to be 12,000 gallons per day (gpd), or approximately 8.4 gpm. Projected buildout maximum monthly demand is estimated to be 15,300 gpd, or approximately 10.6 gpm. Since Supervisory Control and Data Acquisition (SCADA) data is not available for the Jennings Well facilities, daily variations of demands cannot be determined. Therefore, maximum monthly demands were used as a surrogate for maximum daily and peak hour demands.
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Component
Annual Demand,
MG(a)
Daily Demand,
gpd(b)
Daily Demand,
gpm(c) Notes
Existing Jennings Demand 0.46 1,260 0.9 Refer to Figure 1, Four Year Annual Average Demand (2015-2018)
Demands associated with the Sutter
Facilities Relocation to Jennings Area 3.29 9,027 6.3
Refer to Figure 2, Four Year Annual Average
Demand (2015-2018). Assumes demands
are fully "transferred" to Jennings Area.

Demands associated with
Composting Facility 0.42 1,143 0.8 Estimated based on discussions with the City, based on 8,000 gallons/week Demand Increase associated with
the Phase 3 BNR Expansion 0.23 630 0.4 Conservatively assumed to be 50%of Existing Jennings Well Demand Total 4.40 12,060 8.4 Existing + Future
Existing Jennings Demand - 2,017 1.4 Refer to Figure 1, Maximum Month of Data Set (August 2016)
Demands associated with the Sutter
Facilities Relocation to Jennings Area - 10,696 7.4 Refer to Figure 2, Maximum Month ofData Set (August 2017) Demands associated with
Composting Facility - 1,714 1.2 Assumed to be 12,000 gallons/week(50% peaking factor) Demand Increase associated with the
Phase 3 BNR Expansion - 1,009 0.7 Assumed to be 50% of Jennings Maximum Month (August 2016) Total - 15,437 10.7 Existing + Future
(a) MG = million gallons
(b) gpd = gallons per day
(c) gpm = gallons per minute
Table 1. Summary of Existing and Projected Potable Water Use of Jennings Area Existing Demand
Projected Future Demand
Existing Demand
Projected Future Demand
Average Annual
Maximum Month

W E S T Y O S T A S S O C I A T E S
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Jennings Well Evaluation
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Existing Jennings WWTP Demands
The historical monthly production of the Jennings Well between 2015 and 2018 is shown on Figure 1. As shown, there is an apparent reduction in average annual demand beginning September 2016. The average annual production between 2015 and 2018 was 0.46 million gallons (MG) (0.9 gpm average daily demand). Between 2017 and 2018, the average annual production of the Jennings Well dropped to 0.36 MG (0.7 gpm average daily demand). Although the recent two-year average more accurately represents current conditions, the four-year average was used to estimate average annual water demands for the purposes of developing demand projections.

Maximum month demand conditions were estimated by selecting the highest water demand month from the available data set. The maximum monthly demand observed was August 2016 at 2,017 gpd (1.4 gpm), or approximately a 60 percent increase from average daily conditions.

Sutter Wastewater Treatment Plant
The historical monthly potable consumption for all service meters at the existing Sutter Wastewater Treatment Plant (WWTP) between 2015 and 2019 are shown on Figure 2. Water usage was on average lower in 2015 than in any of the other years and was slightly greater during 2017.

The average annual water use between 2015 and 2018, the same time period of the available Jennings WWTP data, was 3.29 MG (6.3 gpm average daily demand).

Maximum month demands were estimated by selecting the highest water demand month from the available data set. The maximum monthly demand observed was August 2017 at 10,696 gpd (7.4 gpm), or an 18 percent increase from average daily conditions.

For the purposes of this evaluation, it was assumed that 100 percent of the existing Sutter WWTP potable water demand would be transferred to the Jennings WWTP. It should be noted that although all facilities are being relocated, not all City staff will be transferring to the new Jennings WWTP. Thus, it is expected that less than 100 percent of existing Sutter WWTP potable water demand would be transferred to the expanded Jennings WWTP.

Composting Facility
Potable water demand of the Composting Facility is currently met by regular water deliveries. An existing 4,000-gallon potable water tank at the facility is refilled once or twice per week. For the purposes of this evaluation, potable water demand associated with the Composting Facility was estimated to be 8,000 gallons per week (i.e., two refills per week). Using this conservative estimate, the facility’s average annual water demand is approximately 0.42 MG (0.8 gpm average daily demand).

Peaking conditions are not known. Thus, maximum month demand was assumed to have a 50 percent peaking factor from average daily demands or approximately 1.2 gpm. #2..
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W E S T Y O S T A S S O C I A T E S
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Jennings Well Evaluation

0.00 0.10

0.20 0.30

0.40 0.50

0.60 0.70

0.80 0.90

1.00 0
10,000
20,000
30,000
40,000
50,000
60,000
70,000
80,000
90,000
100,000
January February March April May June July August September October November December Average Annual Production, MG
Production, Gallons
Month
Figure 1. Historical Monthly Jennings Well Production
2015 through 2018
2015 2016 2017 2018 Two Year Annual Average (2017-2018) Four Year Annual Average (2015-2018) #2..
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Phase 3 Biological Nutrient Removal Expansion
The water demand increase associated with the Phase 3 BNR Expansion is not known but was assumed to be 50 percent of historical Jennings Well water demand. Therefore, the average annual water demand for the BNR system was projected to be 0.23 MG (0.4 gpm average annual demand).

Similarly, maximum month conditions were assumed to be 50 percent of historical maximum monthly demands served by the Jennings Well. Therefore, the maximum monthly demand was projected to be 0.7 gpm.

GROUNDWATER EVALUATION
The following sections summarize the existing down-hole facilities, supply capacity and alternatives to improve groundwater quality.

Existing Well and Water Quality
The existing Jennings Well was constructed in 2009 using mud rotary techniques. The well has a bentonite clay annular sanitary seal that extends from approximately land surface to a depth of 357 feet below ground surface (bgs). The well was constructed of 6-inch inside diameter PVC casing and screen with 0.032-inch factory-slotted screen. The total depth of the cased well is 472 feet bgs. The screened interval extends over the 90-foot interval from 382 to 472 feet bgs. The filter pack consist of CEMEX #3 sand and extends from 362 feet to 475 feet bgs.

Based on regional mapping, the well produces groundwater from the confined aquifer system below the Corcoran Clay and other fine-grained confining units.

Coarse-grained aquifer materials were encountered within the screened interval from depths ranging from approximately 432 feet to 475 feet bgs, an interval of 43 feet located at the bottom of the well. The remainder of the screened and filter packed section of the well is adjacent to relatively fine-grained sediments (silty or clayey sands and clays). The coarser grained sediments probably have much higher hydraulic conductivity than the finer grained sediments within the screened interval and most of the production is probably from the 43-foot coarse-grained interval.

As noted above, without treatment, groundwater from the well exceeds secondary MCLs for chloride, manganese, sulfate, hardness (as CaCO3), E.C., and TDS. Arsenic and gross alpha radiation have exceeded 50 percent of their respective primary MCLs. These constituents are consistent with water quality characteristics reported in regional studies of the confined aquifer system and are considered typical for the area. However, based on the probable large range of aquifer hydraulic conductivity of the aquifer material within the screened and filter packed interval, it is possible that there is variation in water quality by aquifer zone within the screened and filter packed interval. The finer grained intervals would be expected to have poorer water quality because of the longer residence time of the groundwater in finer grained sediments. #2..
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W E S T Y O S T A S S O C I A T E S
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Jennings Well Evaluation

0.00 0.50

1.00 1.50

2.00 2.50

3.00 3.50

4.00 0
50,000
100,000
150,000
200,000
250,000
300,000
350,000
400,000
Average Annual Water Use, MG
Water Use, gallons
Month
Figure 2. Historical Monthly Potable Consumption at Sutter Wastewater Treatment Plant 2015 through 2019 (Meters 754, 361, 314, 368)
Meter 754 Meter 361 Meter 314 Meter 368 Four Year Annual Average (2015-2018) #2..
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Jennings Well Supply Capacity
As discussed in the previous section, the existing Jennings Well pump capacity is 25 gpm, and the future maximum daily demand is projected to be 10.6 gpm. Therefore, there is ample supply to meet projected demands. It is worth noting, and as discussed in the Treatment System Evaluation below, that a reverse osmosis (RO) treatment system has a waste rate of 25 percent (i.e., 75 percent recovery rate) and the water softener will need periodic backflushing. These expected water losses mean that the supply capacity of the Jennings Well with an RO treatment system would be reduced to approximately 17 to 18 gpm. However, even with this reduction of supply capacity, there is still sufficient supply capacity to meet projected future demands.

It is also worth noting that, though the existing Jennings well has sufficient supply capacity, the existing well pump would need to be replaced to accommodate the recommended treatment system. Refer to the Treatment System Evaluation for more details.

Well Alternatives Evaluation
Four alternatives were evaluated to meet the City’s water quality and yield objectives for the Jennings WWTP and composting facility domestic supply. Based on review of the well log for the existing Jennings Well and published reports on the hydrogeology of the area, the constituents found in the existing Jennings Well are typical for the area and unavoidable in the raw water produced from the aquifer. Therefore, each of the alternatives would require wellhead treatment as described in the following section.

The following alternatives were considered:
• Existing well
• Existing well with modified screened interval
• Existing well with a modified pump intake depth setting • Replacement well
Table 2 summarizes the four well alternatives.
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Table 2. Jennings Well Alternatives
Alternative Requirements
Opinion of
Probable
Construction
Cost(a) Recommendation
Existing well Higher capacity pump
to meet TDH
requirements for
treatment
$202,000 Recommended alternative.

Well has sufficient capacity and other alternatives
are unlikely to achieve significant improvements in
water quality.

Existing well with
modified screened
interval
Downhole flow and
water quality testing
followed by well
screen modification
$252,000(b) Not recommended.

Only limited groundwater quality improvements
may be possible based on aquifer conditions and
well modifications may have limited ability to
prevent entry of low-quality groundwater.

Existing well with a
modified pump intake
depth setting
Test pumping and
water quality sampling
to assess variation in
water quality with
pump depth
$232,000(c) Not recommended.

Placement of the pump intake within the screened
interval may cause sand production and result in
damage to equipment and has low potential to
improve water quality. Varying placement of the
pump intake in the blank casing will not change
the well hydraulics and therefore will not affect
water quality.

Replacement well CEQA evaluation,
destruction of existing
well, siting study, test
drilling, well
construction, well
facilities design and
construction, and
Division of Drinking
Water permitting
$1,212,000(d) Not recommended.

Unlikely to bring about significant improvements
in water quality based on regional groundwater
quality studies.
(a) Opinion of probable construction costs for all listed alternatives are conceptual and include $202,000 for wellhead treatment, a higher lift well pump and related improvements, excluding the cost of the pipeline connecting the City’s Composting Facility.

See additional treatment cost information presented in Table 5 below (b) Testing includes downhole video logging, flow velocity logging and depth-specific water quality sampling. Screen modification consists of sealing or packing off selected screened intervals based on test results, and pump testing to support permanent pump selection.
(c) Testing includes test pumping and water quality sampling of the well discharge at three test pump depth settings. (d) Includes well siting and selection of site within 500 feet of existing well, CEQA categorical exemption for replacement of existing infrastructure, preparation of plans and specifications, destruction of existing well, new well and facility construction, testing and DDW permitting.

Existing Well
Based on the available historical production and groundwater level records, the yield of the existing Jennings Well is sufficient to support at least 25 gpm, with the limiting factor being the size of the pump that could be installed in the 6-inch ID casing. Based on the well’s age, and construction records, it should have decades of useful service remaining.

Based on the adequate yield and overall good condition of the existing well, the cost of the well modification or replacement alternatives, and the low likelihood of significant water quality improvements with these alternatives, continued use of the existing well with suitable pumping equipment and treatment is recommended.
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As described in the following section, the estimated capital cost for water quality treatment of the existing well, including replacement of the existing submersible pump, is $202,000. The estimated additional operation and maintenance (O&M) cost for the Existing Well alternative is $31,800 per year.

Existing Well with Modified Screened Interval
Because the projected demands are less than 25 gpm, the capacity of the existing well exceeds requirements, and the well could potentially be modified to improve water quality at the well head.

Improving well water quality could potentially be achieved by sealing off the zones with the poorest water quality, while maintaining the well yield at an acceptable level. Sealing off the zones with the poorest water quality would require downhole flow and water quality testing followed by modification of the well.

This alterative is unlikely to improve water quality significantly based on the expected poor quality of groundwater in the area.

Because wellhead treatment would probably be needed under this alternative, the estimated capital cost, including replacement of the existing submersible pump, is $202,000, plus $50,000 for downhole flow and water quality testing followed by well screen modification, for a total estimated cost of $252,000.

O&M cost savings potentially resulting from improved raw water quality and reduced treatment costs would be offset by increased energy costs due to the reduction in well yield.

Existing Well with a Modified Pump Intake Depth Setting This alternative would involve modification of the pump intake depth setting to improve raw water quality. Modification of the pump intake setting also has a very low likelihood of improving water quality. The pump intake should not be placed within the screened interval because of the risk of sand production, and placement of the pump intake at a different depth setting in the blank casing will not affect water quality because the well hydraulics in the intake section will not change.

Because wellhead treatment would be needed under this alternative, the estimated capital cost, including replacement of the existing submersible pump, is $202,000, plus $30,000 for test pumping and water quality sampling to assess variation in water quality with pump setting depth, for a total estimated cost of $232,000.

O&M costs would be essentially the same as under the Existing Well scenario.

Replacement Well
This alternative would consist of decommissioning the existing well facilities, destroying the existing well and constructing a replacement well. Major components of the well replacement alternative would include CEQA analysis, a siting study, test drilling, well construction, well facility design and construction, decommissioning of the existing facilities and State Water Resources Control Board Division of Drinking Water permitting. #2..
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Wellhead treatment would probably be needed because this alterative is unlikely to improve water quality significantly based on the expected poor quality of groundwater in the area.

The estimated capital costs for this alternative are approximately $1,010,000, plus $202,000 for wellhead treatment. The cost for the submersible well pump is included in the wellhead treatment cost for consistency with the other alternatives. The total estimated capital cost for the replacement well, including wellhead treatment, is $1,212,000. This estimated capital cost is significantly less than the City’s recent municipal well projects. The City’s recently constructed municipal wells have yields ranging from approximately 500 to 1,500 gpm. The lower end of this range is 20 times greater than the yield of the existing Jennings Well. The lower estimated cost of the Jennings Replacement Well is because of the much lower yield and smaller size of the well.

O&M cost savings could potentially result from improved raw water quality and reduced treatment costs with a replacement well. However, even with a 50 percent reduction in the estimated $31,800 annual O&M costs, more than 60 years of operation would be required to offset the additional $1,010,000 in capital cost for the replacement well alterative.

TREATMENT SYSTEM EVALUATION
The potable water treatment system evaluation includes the following topics:
• Water Quality and Treatment Objective
• Proposed Treatment Process
• Treatment System Conceptual Design
• Treatment System Controls
• Air Filter for Potable Water Tank
These topics are discussed in detail below.

Water Quality and Treatment Objective
Water quality data for the Jennings WWTP domestic supply well was collected in September and October 2013. The constituents with concentrations exceeding their respective California Code of Regulations Title 22 MCLs are listed in Table 3 below. The treatment objective is to reduce the concentrations of these constituent to below 80 percent of their respective MCLs.

Table 3. Jennings Well Water Quality Summary
Constituent Units
Concentration
MCL
Target
9/17/2013 10/9/2013 Concentration
Chloride mg/L 640 700 250 <200
Conductivity μmhos/cm 2,900 2,900 900 <720
Manganese μg/L 310 320 50 <40
Sulfate mg/L 450 500 250 <200
Total Dissolved
Solids (TDS) mg/L 1,900 1,900 500 <400
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Proposed Treatment Process
The City’s Utilities Department prepared a feasibility study in May 2015 that evaluated treatment technologies for treating the Jennings Well water for potable use. In the study, the City evaluated non-treatment and treatment alternatives, including well destruction coupled with bulk water delivery, filtration through an iron-based sorbent (e.g., Greensand), and filtration through a point-of-entry (POE) RO treatment system. Due to the source water’s high TDS, conductivity, and salinity, and the low water demand, the POE RO system was found to be the most cost-effective, feasible alternative and was recommended for meeting the treatment objectives.

In addition to the RO system, a water softening system is recommended to remove soluble manganese from upstream of the RO system, as the manganese can cause fouling of the RO membranes. Water softening is an ion exchange process that can be effective for removal of manganese in its unprecipitated form. The manganese should not be exposed to oxygen (in air) or other oxidizers (e.g., sodium hypochlorite) that promote precipitation of manganese. The pH of the water should be low (<~8 pH) to prevent precipitation prior to treatment through the water softener. Waters with high TDS (>500 mg/L) often contain other minerals that will compete with the manganese for adsorption on the softener resin. While the Jennings Well water has high TDS, the concentrations of competing constituents are relatively low, based on the available Jennings Well water quality data.

The existing well facilities include a submersible 25-gpm capacity well pump that pumps the groundwater into a 5,000-gallon water storage tank. The water flows from the water storage tank into the booster pump station suction pipeline. The booster pump station delivers the water into the 500-gallon hydropneumatic tank or directly into the water distribution system. A bypass pipeline allows the pumped groundwater from the well to bypass the water storage tank and flow directly into the booster pump station suction pipeline if needed. Sodium hypochlorite is added upstream of the water storage tank and existing bypass connection.

The proposed water softener and RO systems would be constructed downstream of the well pump discharge and upstream of the chlorine addition point. A hydropneumatic (bladder) tank would be provided between the well pump and softening system to allow independent operation of the well pump and RO feed pump. The existing submersible well pump would need to be replaced with a higher lift pump that can maintain sufficient suction pressure for the RO feed pump considering a loss of approximately 15 pounds per square inch (psi) through the water softener. Figure 3 shows a flow schematic of the proposed treatment process.
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Figure 3. Jennings Well Treatment System Process Flow Schematic It should be noted that sodium hypochlorite should be added only at a location downstream of the RO system. Sodium hypochlorite reacts with soluble manganese to form manganese dioxide. If sodium hypochlorite is added upstream of the treatment processes, the manganese dioxide formed would clog the water softeners and foul the RO membranes. Additionally, the RO membranes are not resistant to chlorine, and the hypochlorite ions would damage the membranes.

Treatment System Conceptual Design
A raw water hydropneumatic tank would be provided to control the well pump independent of the RO feed pump operation, since the pumps have differing capacities. The well pump would be replaced with a higher lift pump that can deliver water into the raw water hydropneumatic tank and would be started and stopped based on the tank pressure. When both the well pump and RO feed pump are running, a portion of the well pump discharge would flow to the RO system (via the water softener), and the remainder would fill the hydropneumatic tank. If the RO feed pump is off, the well pump would just fill the hydropneumatic tank until the well pump is shut off by the tank’s high pressure setpoint.

The proposed water softener system is a dual unit system with a maximum flow-through capacity of 12.9 gpm, each. The water softeners undergo periodic backwash and regeneration and require a drain connection. The dual units would alternate operation to allow continued operation when one unit is in backwash/regeneration mode. The system includes a brine tank that stores the salt and saline solution used for regeneration of the water softener resin.

The proposed packaged RO system includes an RO feed pump, cartridge filter, and five RO modules mounted on a skid. The RO unit has a production capacity of 6.3 gpm and can achieve 75 percent recovery. A single unit can be installed initially, and a second unit could be installed if a higher treatment capacity is needed. Two RO units would be needed to meet the projected average annual demand of 8.4 gpm and maximum monthly demands of 10.6 gpm. Each unit requires a drain connection for the disposal of the concentrate waste stream. The concentrate waste stream will be a continuous flow (when the RO unit is operating) at 2.1 gpm from each unit. #2..
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The treatment system design criteria are summarized in Table 4 below. The vendor product data sheets are included in Attachment A.

Figure 4 shows a proposed layout for the equipment that includes space for a second RO unit. The equipment is shown on a concrete pad and under a canopy. The RO unit requires protection from moisture and sunlight so providing a canopy over the treatment equipment is recommended. The height of the canopy should be set to provide at least 45 inches of clearance above the 53-inch tall RO unit for adequate space to service and replace the RO modules.

It is assumed that there is a nearby connection for discharging the softener spent backwash and regeneration water and the RO concentrate. A drain pipeline would be installed to convey the waste streams to the discharge point.

Table 4. Jennings Well Treatment System Design Criteria Item Units Design Value
Submersible Well Pump
No. of Pumps no. 1
Capacity gallons 25
Total Dynamic Head feet 125
Hydropneumatic Tank
No. of Units no. 1
Capacity gallons 370
Operating Capacity gallons 75
Operating Pressure Range psi 20 - 30
Water Softener System
Softener Unit
No. of Units no. 2
Resin Quantity cubic feet 3.0
Flow Rate @ 15 psi Drop, Each gpm 12.8
Brine Tank
No. of Units no. 1
Brine Tank Capacity pounds 600
Brine Tank Diameter inches 24
RO System
No. of Units no. 1 initially, 2 at buildout
Capacity, Each gpm 6.3
Recovery % 75
No. of RO Modules no. 5
Module Size inches 4
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BRINE TANK DUAL WATER SOFTENER UNITS CONCRETE EQUIPMENT PAD CANOPY RO UNIT (F) RO UNIT 5' 10' (E) 5,000 GALLON WATER STORAGE TANK (E) WELL RAW WATER HYDROPNEUMATIC TANK \\PLS-FS1\Pleasanton\Clients\418 City of Modesto\12-17-46 Hydraulic Modeling\CAD\Figures\Jennings Well Treatment Process Schematic.dwg 3/23/2020 2:23 PM akondo N City of Modesto Jennings Well Facilities and Treatment Evaluation Jennings Well Treatment Equipment Layout Figure 4
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Treatment System Controls
Proposed control strategies for the Jennings Well treatment system are as follows:
• Well Pump Operation: The well pump would be controlled based on the pressure in the raw water hydropneumatic tank. The raw water hydropneumatic tank would be equipped with high pressure, low pressure, and low-low pressure switches. The well pump would automatically turn on when the low-pressure switch is activated and turn off when the high-pressure switch is activated.
• Water Softener Operation: The water softener system is a flow-through process.

The flow rate through the softener would be controlled by the RO feed pump that draws water from the well pump discharge or raw water hydropneumatic tank, through the water softener unit, to the RO unit. The water softeners are equipped with controllers that will automatically alternate operation of the two units; the controller will automatically start backwash/regeneration of the operating unit when it has treated a setpoint volume and will divert flow to the standby unit. • RO Feed Pump Operation: The RO feed pump would be level controlled based on the level in the 5,000-gallon water tank. The 5,000-gallon water tank would be equipped with high level, low level, and low-low level switches. The RO feed pump would automatically turn on when the low-level switch in the 5,000-gallon water tank is activated and turn off when the high-level switch is activated. The RO feed pump would also be interlocked to automatically shut down if the low-low pressure switch in the raw water hydropneumatic tank is activated. The RO feed pump would be operated at a constant speed.
• Sodium Hypochlorite Feed Operation: Sodium hypochlorite is added downstream of the RO unit, before the water enters the 5,000-gallon water tank. Since the RO feed pump will be operated at a constant speed, automatic flow pacing of the sodium hypochlorite feed is not needed; the sodium hypochlorite feed rate can be set to provide the desired dose based on the RO feed pump flow rate and should not require frequent adjustment. However, the sodium hypochlorite metering pump should be started and stopped when the RO feed pump is started and stopped. This can be accomplished using a flow switch or electrical interlock.

In addition to the automatic controls described above, incorporating potable water treatment system alarms into the City’s SCADA system to alert operators of high pressure, overflow, or failed conditions is recommended.

Air Filter for Potable Water Tank
The existing 5,000-gallon water tank has a 3-inch gooseneck vent with a mesh screen. Installation of an air filter on the vent connection is recommended to help mitigate airborne contaminants entering the vent and contaminating the potable water in the tank.

The air filter should be sized to accommodate an air flow capacity equivalent to the maximum inflow/outflow rate from the tank. Although unlikely, it is possible for all three booster pumps to be operated simultaneously at their maximum capacities. Therefore, the air filter should be sized for combined maximum outflow capacity of 295 gpm, or 39.4 cubic feet per minute. #2..
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The Donaldson P-BE 0072 housing unit with a P-SRF V 10/30 filter element can be installed on the 3-inch flanged connection at the top of the tank, in place of the existing gooseneck vent. A flange-to-tri-clamp adapter would be needed to attach the housing unit to the tank. Product data sheets for the filter element and housing unit are included in Attachment B. Total material cost for the housing unit, filter element, and adapter is approximately $4,000.

DISTRIBUTION SYSTEM EVALUATION
West Yost reviewed the capacity of the existing Jennings booster pump station and distribution system to evaluate their ability to serve projected demands. Results from this evaluation are presented in the following sections.

Jennings Booster Pump Station
Currently, the Jennings booster pump station consists of one jockey pump with a nominal capacity of 10 gpm and two larger pumps, each with a nominal capacity of 50 gpm, providing a total capacity of approximately 110 gpm. Given the estimated maximum existing and projected demand flow of 10.6 gpm, as discussed above, the capacity of the booster pump station with only one large pump running is enough to meet anticipated demands.

It is worth noting that during the site walk, City staff reported that the larger 50 gpm pump is used more frequently. It is recommended that the smaller jockey pump be operated prior to the larger 50 gpm pump so that higher energy efficiency is realized at the pump station.

Jennings Distribution System
To evaluate the ability of the distribution system to provide adequate pressures at existing and future demand locations, West Yost developed a spreadsheet hydraulic model to calculate estimated head losses and determine resulting demand location service pressures. Demands in the spreadsheet model were roughly allocated along the different branches and were subsequently scaled such that the overall system demand was 110 gpm, or the total capacity of the existing Jennings booster pump station. This condition, however, is highly unlikely. In addition, it was assumed that the existing non-potable fire system would meet all fire demands in the future; thus, the only peak demand condition evaluation was the overall system demand of 110 gpm.

The Jennings booster pump station is controlled by the hydropneumatic tank and turns on and off to maintain pressures in the hydropneumatic tank between 40 and 60 psi (rated capacity of 45 to 65 psi). Although, the booster pump station develops a 175-foot TDH resulting in a discharge pressure of 75 psi, for the purposes of this evaluation it was assumed that the normal operating pressure of the Jennings distribution system is 50 psi. The analysis was conducted assuming a new 4-inch diameter pipeline was extended to the composting facility (approximately 2,100 linear feet) to serve future projected composting facilities demand.

Based on the results from the spreadsheet hydraulic model, the maximum head loss across the system at a 110 gpm demand condition is estimated to be 6 feet or about a 3 psi pressure drop.

There is an existing in-line backflow preventer serving the tertiary buildings. There is an estimated 14 feet of head loss (6 psi pressure drop) associated at this location. This localized loss is quite large, however pressures downstream of this location are approximately 40 psi. #2..
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Based on the results of the evaluation, there is sufficient capacity in the distribution system to convey peak flows. It is recommended, however, that the Jennings booster pump station be operated such that the pressure in the hydropneumatic tank be kept at or above 50 psi at all times, to ensure that pressure at the tertiary buildings be maintained above 40 psi.

CONCEPTUAL LEVEL CAPITAL COSTS
The opinion of probable construction cost (OPCC) for the treatment system and pipeline improvements discussed in the previous sections is summarized in Table 5. Costs were developed using budgetary quotes from vendors, cost data from similar projects, and R.S. Means Data Online.

As discussed in the Treatment System Evaluation, the OPCC assumes installation of two RO units and includes connecting the existing system alarms and run status to the WWTP SCADA system.

Costs for connection to the SCADA system were estimated as a percentage of the project cost, and a more detailed investigation will be required during the design phase to confirm costs. As discussed in the Distribution System Evaluation, approximately 2,100 lineal feet of 4-inch diameter pipeline is assumed to be extended to the Composting Facility so that it can be served by the Jennings Well.

These OPCC estimates are presented separately in Table 5 since the pipeline improvements do not improve water quality. The OPCC applies the following taxes and contingencies:
• 7.875 percent sales tax on materials
• 25 percent indirect construction cost contingency (general conditions, contractor overhead and profit)
• 20 percent estimating contingency
It should be noted that costs presented in Table 5 do not include implementation costs associated with preparation of design documents (plans and specifications), engineering services during construction, construction management, or any City incurred costs (CEQA, etc.) to implement the improvements.

The estimated annual O&M cost is summarized in Table 6. The O&M cost was estimated for the new equipment only and is based on the following assumptions:
• Five hours per week of labor to operate and maintain the treatment system. • Labor cost of $60/hour, including benefits.
• Water production 365 days per year to supply average daily demand of 12,100 gpd (or 8.4 gpm).
• Softener regeneration for every 3,500 gallons of water treated. Cost per 45-pound bag of salt is $10.79 and includes delivery and labor to load brine tank. • Cartridge filter replacement four times per year. Material cost per filter is $23. • Replacement of all five RO membrane modules once every five years. Material cost per RO module is $800.
• RO feed pump replacement once every seven years. Pump replacement cost is estimated to be $1,200.
#2..
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Table 5. Conceptual Level OPCC for Jennings Well Improvements(a) Element Element Cost, $
Water Quality Improvements
Site Work, Concrete, and Structures $25,000
Treatment System $71,000
Tank Vent Air Filter $4,000
Electrical, Instrumentation, & SCADA(b) $28,000
Subtotal Construction Cost $128,000
Sales Tax on Materials (7.875%) $6,000
Subtotal $134,000
General Conditions, Overhead & Profit (25%) $34,000
Subtotal $168,000
Estimating Contingency (20%) $34,000
Total Capital Cost – Water Quality Improvements $202,000 Pipeline Improvements
Water Pipeline (to Compost Facility) $158,000
Subtotal Construction Cost $158,000
Sales Tax on Materials (7.875%) $6,000
Subtotal $164,000
General Conditions, Overhead & Profit (25%) $41,000
Subtotal $205,000
Estimating Contingency (20%) $41,000
Total Capital Cost – Pipeline Improvements $246,000
Total Capital Cost – Water Quality and Pipeline
Improvements $448,000
(a) Conceptual-level (Class IV) cost estimates are intended to be between -30 percent and +50 percent of actual costs. (b) Electrical, instrumentation, and SCADA costs were estimated as a percentage (40%) of the equipment and mechanical cost and rounded to nearest $1,000.

Table 6. Estimate of Annual O&M Cost for Jennings Well Treatment System O&M Cost Component Component Cost, $
Labor $15,600
Energy Use $1,300
Softener Salt Replacement $13,600
Maintenance Materials $1,300
Total Annual O&M Cost $31,800
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SUMMARY OF FINDINGS AND CONCLUSIONS
Recommendations from each evaluation are summarized below. As described in the previous sections, the existing well has sufficient capacity to meet existing and projected maximum daily demands. Though water quality from the existing well does not meet all secondary MCLs, it is not expected that modification or complete replacement of the existing well would result in significant improvement to water quality that would not require treatment. Therefore, to meet all secondary MCLs, treatment is recommended, and treatment improvement capital costs are estimated to be $202,000. The O&M of the treatment system is estimated to increase annual operations and maintenance costs by approximately $31,800. Pipeline improvement capital costs to extend water service to the Composting Facility are estimated to be $246,000.

The opinion of probable construction cost for both water quality and pipeline improvements are estimated to be $448,000. As noted above, pipeline improvement capital costs account for 55 percent of the overall improvement cost. Costs associated with the pipeline improvements were provided to inform the City of the overall estimated cost of the recommended project. In addition, it is recommended that the City perform additional water quality testing of Title 22 primary and secondary water quality constituents. Comprehensive water quality testing on the Jennings well was last performed in 2013, and although concentrations are not expected to change much from 2013 conditions, water quality should be confirmed prior to proceeding with detailed design. • Demand Projections: Projected buildout average daily demand is estimated to be 12,000 gpd, or approximately 8.4 gpm. Projected buildout maximum monthly demand is estimated to be 15,300 gpd, or approximately 10.6 gpm. • Groundwater Evaluation: The existing Jennings Well pump capacity is 25 gpm.

Implementation of an RO treatment system results in a waste rate of 25 percent (i.e., 75 percent recovery rate) and the water softener will need periodic backflushing.

These two sources of water loss result in a supply capacity reduction to approximately 17 to 18 gpm. However, even with this reduction of supply capacity, there is still sufficient supply capacity to meet future demands. Modification or replacement of the existing well is not likely to result in significant water quality improvements and is therefore not recommended.
• Treatment Evaluation: The recommended improvements to the potable water treatment system include installation of a new well pump (25 gpm @ 125 feet TDH), a 370-gallon raw water hydropneumatic tank, a dual-softener system, and a packaged RO system upstream of the sodium hypochlorite injection point. The conceptual level opinion of probable construction cost for the treatment system is $202,000, and the annual operating and maintenance cost is estimated to be $31,800. • Distribution System Evaluation: The existing Jennings pump station has sufficient capacity to meet future peak demands. It is recommended, however, that the smaller 10 gpm jockey pump be operated prior to the larger 50 gpm pump so that higher energy efficiency is realized at the pumping station. Overall, the existing distribution system is sufficient to convey future peak flows. The evaluation assumed that approximately 2,100 lineal feet of 4-inch diameter pipeline would be extended to the City’s Composting Facility (replacing the need for trucked water service). #2..
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ATTACHMENT A
Well Pump and Treatment Equipment Product Data Sheets
#2..
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Product introduction
SP 1
3 1. Product introduction
Introduction
The Grundfos SP range of submersible pumps is
renowned for high efficiency and reliability. Made
entirely of corrosion resistant stainless steel, SP
pumps are ideal for a wide variety of applications.

Grundfos SP pumps represent state-of-the-art
hydraulic design. Built to deliver optimum efficiency
during periods of high demand, SP pumps provide low
long-term costs and high operating reliability
regardless of the application.

The SP range offers high efficiency, high resistance to sand and other abrasives, motor burnout protection,
and easy maintenance. A complete monitoring and
control system is available for constant optimization of the pumping system.

Fig. 1 Grundfos SP pumps
Applications
Grundfos Large SP submersible pumps are suitable
for:
• Groundwater supply to waterworks
• Irrigation in horticulture and agriculture
• Groundwater lowering (dewatering)
• Pressure boosting
• Industrial applications
• Domestic water supply.

Pumped liquids
Grundfos SP pumps are suitable for pumping clean,
thin, non-aggressive liquids without solid particles or fibers.

SP offers stainless steel construction which ensures
good wear resistance and a reduced risk of corrosion
where the water has minor chloride content.

Optional, upgraded stainless steel construction is
available for pumping more aggressive liquids:

A complete range of zinc anodes for cathodic
protection is available; see p. 97 for applications
(for example, sea water applications).

For slightly polluted liquids (for example, containing
oil), Grundfos offers a complete range of stainless
steel SP NE pumps with all rubber parts made of FKM.

Features and benefits
Grundfos SP submersible pumps offer these features
and benefits:
• State-of-the-art hydraulics provide high efficiency
and low operating costs
• 100 % stainless steel components inside and
outside for long service life
• Sand resistant
• Resistant to aggressive water
• Motor burnout protection via CU 301
• Dry-running protection
• Monitoring, protection and communication via
protection unit MP204, and remote control, R100.

TM05 0051 0611
#2..
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Curve charts and technical data
SP 6
29 25S (25 gpm)
Notes:

Control box is required for 3-wire, single-phase applications. Data does not include control box.

DS designation = Built into sleeve, 1-1/2" NPT, 6" minimum well diameter. ■ MS402 motor.
● MS4000 motor.
▲ MS6 motor.
∧ MMS6000 motor.
★ MMS8000 motor.
♦ Takes MS6 motor; not available as complete.
☼ Takes MMS6000 motor; not available as complete.
* Takes MMS8000 motor; not available as complete.
† Takes MMS10000 motor; not available as complete.

Pump
model
Nom.
head
[ft]
Ph Volts
[V]
Motor
[Hp]
Dimensions Net
weight
(complete)
[lb]
25S
ABCDE
TM00 8521 3196
[in (mm)] [in (mm)] [in (mm)] [in (mm)] [in (mm)]
25S, motor dia. 4 inch, 2 wire motor, 60 Hz - rated flow 25 gpm (1.5" NPT) 25S05-3 60 1
115 .5 ■ 19.61 (498) 11.03 (280) 8.59 (218) 3.74 (95) 3.97 (101) 21.6 230 .5 ■ 19.61 (498) 11.03 (280) 8.59 (218) 3.74 (95) 3.97 (101) 21.6 25S07-5 99 1 230 .75 ■ 21.86 (555) 11.62 (295) 10.24 (260) 3.74 (95) 3.97 (101) 23.4 25S10-7 139 1 230 1 ■ 24.10 (612) 12.21 (310) 11.89 (302) 3.74 (95) 3.97 (101) 25.2 25S15-9 179 1 230 1.5 ■ 27.25 (692) 13.71 (348) 13.55 (344) 3.74 (95) 3.97 (101) 28.8 25S, motor dia. 4 inch, 3 wire motor, 60 Hz - rated flow 25 gpm (1.5" NPT) 25S05-3 60 1
115 .5 ■ 19.61 (498) 11.03 (280) 8.59 (218) 3.74 (95) 3.97 (101) 21.6 230 .5 ■ 19.61 (498) 11.03 (280) 8.59 (218) 3.74 (95) 3.97 (101) 21.6 25S07-5 99 1 230 .75 ■ 21.86 (555) 11.62 (295) 10.24 (260) 3.74 (95) 3.97 (101) 23.4 25S10-7 139 1 230 1 ■ 24.10 (612) 12.21 (310) 11.89 (302) 3.74 (95) 3.97 (101) 25.2 25S15-9 179
1 230 1.5 ■ 27.25 (692) 13.71 (348) 13.55 (344) 3.74 (95) 3.97 (101) 29.7 3 230 1.5 ■ 25.75 (654) 12.21 (310) 13.55 (344) 3.74 (95) 3.97 (101) 27.0 460 1.5 ■ 25.75 (654) 12.21 (310) 13.55 (344) 3.74 (95) 3.97 (101) 28.8 25S20-11 219
1 230 2 ● 34.69 (881) 19.49 (495) 15.20 (386) 3.74 (95) 3.97 (101) 33.1 E = Maximum diameter of pump
including cable guard and motor. 3
230 2 ■ 28.90 (734) 13.71 (348) 15.20 (386) 3.74 (95) 3.97 (101) 37.0 460 2 ■ 28.90 (734) 13.71 (348) 15.20 (386) 3.74 (95) 3.97 (101) 33.3 25S30-15 298
1 230 3 ● 41.11 (1044) 22.60 (574) 18.51 (470) 3.74 (95) 3.97 (101) 61.2 3 230 3 ● 36.50 (927) 18.00 (457) 18.51 (470) 3.74 (95) 3.97 (101) 53.1 460 3 ● 36.50 (927) 18.00 (457) 18.51 (470) 3.74 (95) 3.97 (101) 53.1 25S50-26 517
1 230 5 ● 54.22 (1377) 26.62 (676) 27.60 (701) 3.74 (95) 3.97 (101) 72.9 3 230 5 ● 50.32 (1278) 22.72 (577) 27.60 (701) 3.74 (95) 3.97 (101) 72.9 460 5 ● 50.32 (1278) 22.72 (577) 27.60 (701) 3.74 (95) 3.97 (101) 72.9 SP 25S, motor dia. 6 inch, 3 wire motor, 60 Hz - rated flow 25 gpm (1.5" NPT) 25S75-39DS 775 3
230 7.5 ▲ 64.81 (1646) 22.25 (565) 42.56 (1081) 5.63 (143) 5.43 (138) 122.1 460 7.5 ▲ 64.81 (1646) 22.25 (565) 42.56 (1081) 5.63 (143) 5.43 (138) 122.1 25S100-52DS 1034 3 460 10 ▲ 88.71 (2253) 23.23 (590) 65.48 (1663) 5.63 (143) 5.51 (140) 163.1 A
B
C
E
D
Rp 1 NPT
#2..
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The High Efficiency (HE) Twin softener with patented technology delivers improved efficiency to reduce operating costs. The HE Twin softener reduces hard water contaminants*, reducing scale build-up that affect equipment performance.

The HE Twin configuration consists of two independent mineral tanks, which provide a continuous flow of soft water 24 hours a day. With the Culligan® Smart Controller, available on the HE Twin, the softener regenerates based on need. Customers can also monitor their water treatment system performance, consumable usage, and maintenance needs, at a single site or across multiple ones 24 hours a day.

The HE Twin softener is part of the Culligan® Commercial & Industrial Solutions that combine durable and efficient equipment, systems experience, and technical experts who understand your unique requirements. From planning your system to installing your water treatment equipment, Culligan® offer options that help deliver the quality of water to meet your needs. Contact Culligan® today to learn more about the HE Twin softener system.

CULLIGAN ADVANTAGES:
• Simple System Integration
• Global Product Platform
• Flexible Configurations
• Quick Delivery / Easy Installation
• Exclusive Culligan Advanced Electronics
- Historical Operating Data
- Alarm Recognitions
- US Standard and Metric Readings
- Remote Monitoring Options
- Telemetry Options
• National Network of Local Water Experts

WATER SOFTENER SYSTEM
The Culligan® High Efficiency (HE) Twin Series
A Continuous Flow of Soft Water with a Smart Choice.

PRE-TREATMENT SOLUTIONS.
*Contaminants may not necessarily be in your water.

Clinics
Educational Facilities
Energy / Power
Food / Beverage Production
Food Service / Restaurants
Grocery / Retail
Healthcare / Hospitals / Bio-Pharmaceutical
Hospitality / Lodging
Manufacturing
Municipal Drinking Water
Oil / Gas
Apartment / Office Buildings
Car Washes
Light Industry
Markets Served:
#2..
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System Specifications
Specification US Metric
Pipe Size, All Units 1.0”
Maximum Operating
Pressure 20–125 psig 135–860 kPa
Power
Voltage
Frequency
Phase
24 50/60 Hz1
Feed Water Temperature 33–120° F 0-48° C
Power Consumption 8.4/21.6 Watts
Vacuum None2
Turbidity 5 NTU, max.3
Chlorine 1 mg/L, max.3
Iron 5 mg/L
HE Water Softener System
Model Resin Quantity
(ft3
/L)
Continuous Flow
Rate (gpm/lpm)
@15 psi drop*
System Dimensions** (in/mm)

A B C D E F
9”

1.0 10.8 56 48 9 18” 375lb Brine Tank 43 35

28.3 40.8 1,422 1,219 229 457mm - 170kg Brine Tank 1,092 889 10”

1.5 11.0 62 54 10 18” 375lb Brine Tank 43 35

42.5 41.6 1,575 1,372 254 457mm - 170kg Brine Tank 1,092 889 12”

2.0 12.6 60 52 11 18” 375lb Brine Tank 43 35

56.6 47.7 1,524 1,321 279 457mm - 170kg Brine Tank 1,092 889 14”

3.0 12.8 73 65 12 24” 600lb Brine Tank 42 35
85 48.5 1,854 1,651 305 610mm - 272kg Brine Tank 1,067 889 Standard Features
• Alternating Twin Tank Design — allows
for a continuous supply of softened water
• Culligan’s Smart Controller – More
control over your equipment with
programming and monitoring capabilities
typically found in more expensive PLC
controls a variety of add-on options
for advanced instrumentation and
communication let you easily customize
the system to help meet your needs
• Built-in Soft-Minder® flow meter
• Telemetric Capability
• Corrosion Resistant Positive Motor-Driven
Regeneration Valve – Motor driven piston
is reliable under server water conditions,
resists dirt, iron and turbidity
• High-impact Quadra-Hull® Tank stands up
to outdoor use with a four-layer design
that resists UV rays, rust and corrosion
with limited lifetime warranty
• Under-drain design enhances softening
capacity and reduces pressure loss
• Multi-Poppet Design – Allows for easy
service and increases durability and
valve life
• Electronic By-Pass - The softener can
be by-passed electronically either from
the unit or from the remote monitor and
automatically goes back into service after
a pre-set time.
• Tested and certified by WQA against
NSF/ANSI 44, 61 & 372 Material Safety
Standards and CSA B483.1 requirements
• The Control Enclosure complies with UL
50/50E and UL 746C standards for a
NEMA 3R Enclosure Rating
• Long-lasting brine tank and Dubl-Safe™
brine refill control assure proper
operation
Examples of Softener Applications
• RO / DI Pretreatment
• Apartment buildings, assisted living
facilities and hotels — Quality water for
laundry, dishwashers, boilers
• Office buildings — For heating plant
pretreatment, tenant convenience,
general housekeeping
• Restaurants — For dishwashing,
cleaning material savings,
scale reduction
• Car washes — Quality results, detergent
and water heating savings, scale
reduction
• Grocery / Retail — Quality water for
aesthetics and help extend
equipment life
• Light industry — For process and
make-up water, boiler and cooling
system pretreatment, general
housekeeping
Optional Features & Accessories
• Proportional brining allows your
softener to only regenerate that
part of the resin bed that has been
exhausted, which reduces salt
usage
• Culligan’s patented Aqua-Sensor®
technology automatically adjusts
to changes in water conditions so
the softener only regenerates
when needed, saving salt, water
and money
• Remote display makes it possible
to control and monitor the
softener from another part of the
building
• Cell modems can put your Culligan
dealership on notice of the
softener needs servicing
• Skid-mounted systems available
• Configurable for RS232, RS485,
Modbus PLC Output, BACnet and
Profibus
Warranty
Culligan’s HE water softeners are backed by
a limited 1-year warranty against defects,
materials, workmanship, and corrosion. The
Quadra-Hull® media tank has limited lifetime
warranty. See printed warranty for details.†
Some localities have corrosive water. A
softener cannot correct this condition, so
its printed warranty disclaims liability for
corrosion of plumbing lines, fixtures, or waterusing equipment. If you suspect corrosion, your independently operated Culligan® dealer
has equipment to help control the problem.
† See printed warranty for details. Culligan® will provide a copy of the warranty upon request.
*Flow rate are shown per tank.
**Approximate dimension for all models from the wall to front of controller is 20”.

Low flow channeling (flow rates less than 0.5 gallons per minute per cubic foot of resin) may cause hardness leakage into effluent. 1 120 Volt/24 Volt CUL/UL listed Transformer Included.
2 Tank warranty is void if subject to vacuum.
3 See media specification for details.

SYSTEM SPECIFICATIONS
©2016 Culligan International Company Part No. 46800
All trademarks used herein are registered trademarks of Culligan International Company.

Products manufactured or marketed by Culligan and its affiliates are protected by patents issued or pending in the United States and other countries.

Culligan reserves the right to change the specifications referred to in this literature at any time, without prior notice.

A B C D E
F
For 80 years, Culligan® has made better water. Our global network, comprised of 800+ dealers and international licensees in over 90 countries, is dedicated to addressing your water-related problems. As a worldwide leader in water treatment, our sales representatives and service technicians are familiar with the local water conditions in your area. Being global and local position us to deliver customized solutions to commercial and industrial water issues that affect your business and your bottom line. www.culligan.com • 866-787-4293 #2..
- 91 -
E2-3 Plus shown
The E2 Reverse Osmosis System is an economical water treatment solution, which reduces operating and post treatment costs. The E2 Reverse Osmosis system helps you reduce maintenance costs by reducing contaminants* from your water that affect taste and clog equipment. Control your installation costs by using a system configured for your unique needs. Keep your operating costs low with an easy-to-use electronic controller.

The E2 RO is part of the Culligan®
Commercial and Industrial Solutions that
combine durable and efficient equipment, systems experience, and technical experts who understand your unique requirements. From planning your system to installing your water treatment equipment, Culligan® Commercial and Industrial
Solutions offer options that help deliver the quality of water to meet your needs.

Consult with a Culligan®
representative to create your solution.

CULLIGAN® COMMERCIAL AND INDUSTRIAL SOLUTIONS ADVANTAGES:
• Simple System Integration
• Global Product Platform
• Flexible Configurations
• Quick Delivery / Easy Installation
• Culligan®
CP+ Controller

REVERSE OSMOSIS SYSTEM
The Culligan® E2 Series
Effective water treatment that is easy to manage.

MEMBRANE SOLUTIONS.
*Contaminants may not necessarily be in your water.

Agriculture
Assisted Living
Automotive
Bio-Pharmaceutical
Botanicals
Bottled Water Plants
Casinos
Chemical Processing
Commercial Buildings
Dairies
Educational Facilities
Energy / Power / Cogeneration
Electronics
Government
Grocery
Food / Beverage
Health Clubs
Hotels / Lodging
Hospitals / Healthcare
Ink / Dye Production
Laboratories
Laundry
Manufacturing
Marine
Military
Multi-Unit Housing
Municipalities
Plating / Coating
Printing
Pulp / Paper
Oil / Petroleum / Gas
Textile
Theme Parks
Universities
Vehicle Wash
Markets Served:
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www.culligan.com • 866-787-4293
Specification US Metric
Inlet Pressure (dynamic) 20-50 psig 1.4 – 3.5 bar
Operating Pressure, max. 120–150 psig 8.2 – 10.3 bar
Power
Voltage
Frequency
Phase
208-230
60 Hz
1 Feed Water Temperature 33–100° F 1-40° C
Turbidity, max. < 1 NTU < 1 NTU
pH Range 3 – 11 3 – 11
Chlorine, max. 0 mg/l 0 mg/l
Total Dissolved Solids,
max. 2500 mg/l 2500 mg/l
Silt Density Index
Well Water
Surface
Water
< 3
< 5
< 3
< 5
Iron, max. < 0.1 mg/l < 0.1 mg/l
Salt Rejection, nominal > 98 % > 98 %
Product Water
Hardness
< 1% Raw
Hardness
< 1% Raw
Hardness
Optional Features & Accessories
• Multi-Stage Pretreatment Filters
• Storage Tanks
• Level Controls
• Chemical Feed Pumps
• Ultraviolet Sterilization
• Pressurized Storage System
• Global Power Platform
• Additional Customization
Available on request
• Auto Shut Down on High Product TDS
E2 Plus Reverse Osmosis System
Model Nominal Capacity* (gpm/lpm) Nominal Capacity* (gpd/m3/h) Module Qty & Size Nominal System Recovery (%)
Motor

HP - KW
Power Req’d
( VAC) Dimension L x W x H (in – mm)
E2-2

2.8 4000
(2), 4”x40” 50
1 230V/60/1
26 x 29 x 53

10.6 15140 0.75 660 x 737 x 1346
E2-3
4 5800
(3), 4”x40” 60
1 230V/60/1
26 x 29 x 53

15.14 21953 0.75 660 x 737 x 1346
E2-4

5.2 7500
(4), 4”x40” 60
1 230V/60/1
26 x 29 x 53

19.68 28388 0.75 660 x 737 x 1346
E2-5

6.3 9000
(5), 4”x40” 75
1 230V/60/1
26 x 29 x 53

23.85 34065 0.75 660 x 737 x 1346
E2-6

6.9 10000
(6), 4”x40” 75
1 230V/60/1
26 x 29 x 53

26.12 37850 0.75 660 x 737 x 1346
Standard Features
• Painted Steel Frame Design
• Energy Efficient Multi-stage Stainless
Steel Pump
• FRP Membrane Housings
• Inlet Solenoid Valve
• Pretreatment Sediment Filter
• Concentrate and Recirculation
Throttling Valves
• Pressure Gauge
• Rotameter Style Flow Meters
• Culligan®
CP+ Control Panel
- Level Control Input
- Pretreatment Lockout
- Startup Flush/Timed Flush
- Low Pressure Auto-Restart
- Indicator Lights

SYSTEM SPECIFICATIONS
Examples of RO Applications
• Ice Production / Drinking Water
(Reduces scaling, improves taste and clarity)
• Steam Production
(Reduces scaling and maintenance)
• Humidification
(Reduces scaling and dusting)
• Misting
(Reduces scaling, improves taste and clarity)
• Pretreatment for High Purity Systems
(Reduces regeneration requirements)
• Reclaim / Recycling
(Water conservation)
• Boiler and cooling towers
(Improves energy, reduces chemical
consumption)
• Washing and Rinsing
(Improves performance, spot-free rinses0
• Brackish water potabilization
1Nominal initial capacity based on properly pretreated feed water of 500 ppm TDS, temperature of 77° F (25° C), Silt Density Index below 3.0 and an applied pressure of 140 psi. Productivity will vary depending on other feed water conditions. ©2016 Culligan International Company Part No. 34924
For over 80 years, Culligan® has made better water. Our global network, comprised of 800+ dealers and international licensees in over 90 countries, is dedicated to addressing your water-related problems. As a worldwide leader in water treatment, our sales representatives and service technicians are familiar with the local water conditions in your area. Being global and local position us to deliver customized solutions to commercial and industrial water issues that affect your business and your bottom line.

All trademarks used herein are registered trademarks of Culligan International Company.

Products manufactured or marketed by Culligan and its affiliates are protected by patents issued or pending in the United States and other countries.

Culligan reserves the right to change the specifications referred to in this literature at any time, without prior notice. #2..
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#2..
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ATTACHMENT B
Tank Vent Filter Product Data Sheets
#2..
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Compressed Air & Process Filtration
P-BE

TANK VENT FILTER HOUSINGS
Process Filtration

MATERIALS
Filter Housings
Models 0006-0192:316L SS standard
(304 SS optional)
Models 0432-1920:304 SS standard
(316L SS optional)
Attachment Parts 304 SS

SURFACE FINISH
All Models Polished to Ra 63

MAXIMUM OPERATING TEMPERATURE
390°F

CONNECTION TYPES
Models 0006-0192 Tri-Clamp®** Connection
Models 0432-1920 ANSI Flange
Filter housings for out breathing and make-up air
filtration on sterile storage tanks or transport vessels.

Donaldson® P-BE vent filter housings are developed
for sterile ventilation of stationary and mobile storage tanks used in food, beverage, pharmaceutical, chemical
and other industries.

The P-BE tank vent filter is available in 12 sizes
with flow rates ranging from 1 to 1,200 cfm
(at ambient pressure).

CHOOSE THE FILTER TO SUIT

YOUR APPLICATION
The P-BE vent filter housings are usually used in
conjunction with our P-SRF N process sterile air filter element to ensure sterile ventilation with
very little pressure drop or air resistance. It can
also be used with other filter elements, such as
Teflon®* membrane or pleated stainless steel, to meet
your specific requirements.

P-BE
* Teflon is a registered trademark of E. I. du Pont de Nemours and Company or its affiliates **Tri-Clamp is a registered trademark of Ladish Company #2..
- 96 -
Donaldson Company, Inc.

Process Filtration
PO Box 1299
Minneapolis, MN
55440-1299 U.S.A.

Tel 800-543-3634 (USA)
Tel 800-343-3639 (within Mexico)
Fax 952-885-4791
[email protected]
donaldsonprocessfilters.com
F117009 (04/17) ENG P-BE Tank Vent Filter Housings
© 2007 Donaldson Co., Inc. All Rights Reserved. Information in the document is subject to change without notice. {Contains Donaldson proprietary technology.}

P-BE TANK VENT FILTER HOUSINGS
Quality Management System
ISO
9001:2008
Registered:

Important Notice
Many factors beyond the control of Donaldson can affect the use and performance of Donaldson products in a particular application, including the conditions under which the product is used. Since these factors are uniquely within the user's knowledge and control, it is essential the user evaluate the products to determine whether the product is fit for the particular purpose and suitable for the user's application. All products, specifications, availability and data are subject to change without notice, and may vary by region or country.

DIMENSIONS
Size
Capacity1
(scfm)
Capacity
(gpm)
Weight*
(lb)
Dimensions (inches) Element
A B C D Qty Size
0006 10 75 3.3 4.7 3.3 1.5 4 1 03/10
0027 16 120 4.8 7.1 4.1 1.5 6.1 1 05/25
0032 24 180 5.3 7.1 4.5 2 6.1 1 05/30
0072 49 365 7.3 12.2 5.1 2 11 1 10/30
0144 102 765 20.3 22.8 5.1 3 22.8 1 20/30
0192 152 1,140 25.6 32.7 5.1 3 33.5 1 30/30
No. Qty Description
1 1 Upper housing bowl
2 1 Lower housing bowl
3 3 Socket head screw
4 1 Filter element
No. Description
1 Upper housing bowl
2 Lower housing bowl
3 Lifting eye screw
4 Anchor bolt
5 Filter element
Size
Capacity1
(scfm)
Capacity
(gpm)
Weight*
(lb)
Dimensions (inches) Element
A B C** D Qty Size
0432 247 1,850 41 29 8.7 4 24 3 20/30
0576 371 2,780 46 39 8.7 4 33 3 30/30
0768 494 3,700 50 39 10.8 6 33 4 30/30
1152 742 5,565 79 39 12.8 6 33 6 30/30
1536 989 7,420 88 39 15.5 6 33 8 30/30
1920 1,183 8,870 114 39 15.5 8 33 10 30/30
1 Capacity based on P-SRF N filter at 14.7 psia, ∆p = 0.6 psid * Without filter element
** ASME/ANSI, Class 150
1 4
3 2
C
A
B D
1 4
5 3
2 B
D
A
C
Vent filter with
Tri-Clamp® connection
Vent filter with
ANSI Flange connection
#2..
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Compressed Air & Process Filtration

P-SRF V

STERILE AIR PLEATED DEPTH

FILTER ELEMENTS
Process Filtration
The P-SRF V filter element is a sterile grade, pleated depth filter element in a stainless-steel body. The improved media configuration provides excellent de-wetting capabilities and exceptionally low differential pressure drop. The sturdy stainlesssteel construction permits more than 150 sterilization cycles at specified conditions and withstands high differential pressures in both flow directions.

The P-SRF V was developed for the safe and sterile filtration of air and other process gases in venting and process applications. The element is efficient to 99.9999995% at 0.2 μm and 0.02 μm, and

99.999999991% at 0.03 μm particles. The P-SRF V is reliable in extreme conditions and fulfills the stringent requirements of food and beverage industries, as well as the pharmaceutical industry.

The depth filter medium is non-fiber releasing and meets the USA requirements for Food Contact Use in accordance with the Code of Federal Regulations (CFR) Title 21 211.72 latest edition and the EU requirements for Food Contact Use according to EC/1935/2004 for indirect food contact use.

The P-SRF V sterile filter elements are a premier option to protect your product and process integrity.

FEATURES BENEFITS
Thirteen lengths and multiple connection options These meet virtually all purification application requirements.

High-quality stainless steel construction ensures excellent mechanical stability, thermal resistance up to 392°F
More than 150 sterilization cycles possible at specific conditions, and is suited for Vapor Phase Hydrogen Peroxide (VPHP) sterilization.

Proprietary three-dimensional binder-free borosilicate depth filter media
Large void volume 95%, is chemically inert and developed specifically for the removal of bacteria and viruses.

Inherently hydrophobic media Ensures high flow rates, low pressure drop, and excellent dewetting characteristics.

Validated retention of bacteria and viruses Provides quality assurance control for aseptic applications.

Depth filter medium is non-fiber releasing All components meet FDA requirements for contact with food in acordance with the Code of Federal Regulations (CFR), Title 21.

The filter element is manufactured according to DIN EN ISO 9001 Globally recognized quality management.

Polydimethylsiloxane (PDMS) coating Element is caustic-resistant, hydrophobic and fast drying.

P SRF-V
#2..
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P-SRF V STERILE AIR PLEATED DEPTH FILTER ELEMENTS

RECOMMENDED STERILE AIR SYSTEM
Installation with variable compressed air demand
1 2 3
6 5
9 5 11
15 14
13 8
14 10
7 5
4 5
5 12
No. Description
1 Air Compressor with Aftercooler
2 DF-C Cyclone Separator
3 Wet Storage Tank
4 DF Filter with V-Grade Coalescing Filter
5 UFM-D Zero-Loss Condensate Drain
6 Refrigerated Dryer
7 DS Oil/Water Separator
8 DF Filter with M-Grade Coalescing Filter
9 Dry Storage Tank
10 Ultrapac 2000 Dryer
11 DF Filter with S-Grade Particulate Filter
12 DF Filter with A-Grade Carbon Adsorption Filter
13 PG-EG Sanitary Housing with P-SRF V Sterile Filter
14 Condensate Trap/Drain
15 P-EG Housing with P-GS 5 µm Steam Filter

APPLICATIONS
The P-SRF V pleated sterile air depth filter element is designed and developed for the following industries and applications:

Industries
• Food and beverage
• Breweries
Applications
• Tank ventilation
• Carbon dioxide
• Pharmaceutical
• Chemical
• Fermentation air
• Technical gases
• Health care and biotech
• Aseptic packaging
• Container aeration
#2..
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PRODUCT NAME P-SRF V STERILE AIR PLEATED DEPTH FILTER ELEMENTS

RETENTION OF MICROORGANISMS
The procedure for microbiological evaluation is outlined by HIMA*. The filter element was challenged with a minimum of 107 viable Brevundimonas diminuta microorganisms to each square centimeter of effective filtration area. The bacterial challenge is quantified by expressing the filter element efficiency to remove the challenge organism from the challenge suspension as a Log Reduction Value (LRV).

LRV = Log10 (quantity of organisms in the challenge minus quantity of organisms after filtration) Brevundimonas diminutas (>/= 0.2 μm) LRV > 9
MS2 Coliphage (>/= 0.02 μm) LRV > 9

SPECIFICATIONS
Retention Rate >99.99999995% at 0.2 µm
>99.99999995% at 0.02 µm
>99.999999991% at 0.003 µm
Filtration Surface 0.31 ft2
per 10 inch element
(For other element sizes see Correction Factors Filtration Surface Area) Operating Temperature -4°F to 392°F
Maximum Differential Pressure 73 psid (-4°F to 392°F), regardless of the system pressure or flow direction Typical Compressed Air Service Life 12 months
Typical Vent Service Life 6 months
MATERIALS CFR TITLE 21
Filter Media Borosilicate 177.2660
Impregnation PTFE 177.1520
Upstream Support 304 SS 211.65
Downstream Support 304 SS 211.65
Outer Liner 304 SS 211.65
Inner Liner 304 SS 211.65
End Caps 304 SS 211.65
Poting Compound Silicone 177.2600
O-Rings Standard Silicone 177.2600
O-Rings Optional
EPDM
FEP over silicone
FEP over Viton®*
* Viton is a registered trademark of DuPont Performance Elastomers L.L.C. * HIMA - Health Industry Manufcturers Association, known as AdvaMed.

MATERIAL COMPLIANCE (US & EU)
All components of the P-SRF V filter cartridge are FDA listed for food contact use in the Code of Federal Regulations (CFR), Title 21. Donaldson confirms that all materials used for the P-SRF V elements meet regulatory and legislative requirements and guidelines for indirect food contact as detailed in European Regulation (EC) Number 1935/2004.
#2..
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P-SRF V STERILE AIR PLEATED DEPTH FILTER ELEMENTS

QUALITY ASSURANCE
All P-SRF V elements have been inspected and released by Quality Assurance as having met the following requirements:
• All filters are fabricated without the use of binders, adhesives, additives or surface active agents. • All sterile filters are integrity tested according to ASTM D 2986-91 and DIN EN 1822 to verify compliance with established quality and design specifications and to assure consistent and reliable performance. • A Factory Test Certification according to DIN EN 10204 is available upon request.

SPECIFICATIONS
CODE 7 CONNECTION
Element
Size
Dimensions (inches)
A B C
5” 4.92 7.48 2.22
10” 9.84 12.40 2.22
20” 19.68 22.24 2.22
30” 29.53 32.08 2.22
Code 7: 2 x 226 O-Rings, 2 bayonet locking tabs, locating fin Other end cap configurations available upon request

UF PUSH-IN CONNECTION
Element
Size
Dimensions (inches) Correction
A B C* Factors**
03/10 2.99 3.42 1.18 0.15
04/10 4.09 4.64 1.18 0.20
04/20 4.09 4.64 1.46 0.20
05/20 5.04 5.59 1.46 0.25
05/25 5.04 5.59 1.46 0.34
07/25 7.08 7.64 1.46 0.49
05/30 5.04 5.59 2.40 0.49
07/30 7.08 7.71 2.40 0.70
10/30 10.00 10.63 2.40 1.00
15/30 15.00 15.83 2.40 1.51
20/30 20.00 20.63 2.40 2.02
30/30 30.00 30.63 2.40 3.03
30/50 30.00 30.63 3.50 3.03
* UF plug connection with double O-Ring
** Correction factors filtration surface area

DIMENSIONS
#2..
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PRODUCT NAME P-SRF V STERILE AIR PLEATED DEPTH FILTER ELEMENTS

FLOW CHARACTERISTICS P-SRF V FILTER ELEMENT
TYPE P-SRF V FLOW AT 7 PSIG (CFM)
HOUSING ELEMENT NOMINAL* MAXIMUM
0006 03/10 35 53
0009 04/10 53 71
0012 04/20 71 106
0018 05/20 106 159
0027 05/25 159 212
0036 07/25 212 283
0048 07/30 283 424
0072 10/30 424 636
0108 15/30 636 848
0144 20/30 848 1,131
0192 30/30 1,131 1,696
0288 30/50 1,696 2,544
* The given nominal flow rate in the table represents 100%

PRESSURE
(PSIG) 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16
Correction
Factor [-] 0.13 0.25 0.38 0.50 0.63 0.75 0.88 1.00 1.13 1.25 1.38 1.50 1.63 1.75 1.88 2.00 2.13 0 0.6

1.8 0.4

0.8 0 10 20 30 40 50
Differential Pressure (psi)
Nominal Flow (%)

1.0 1.6

1.4 1.2

0.2 60 70 80 90 100
Vent mode
100 psig
P-SRF V 10/30 Nominal Flow
#2..
- 102 -

P-SRF V STERILE AIR PLEATED DEPTH FILTER ELEMENTS
Donaldson Company, Inc.

Process Filtration
PO Box 1299
Minneapolis, MN
55440-1299 U.S.A.

Tel 800-543-3634 (USA)
Tel 800-343-3639 (within Mexico)
Fax 952-885-4791
[email protected]
donaldsonprocessfilters.com
Quality Management System
ISO
9001:2008
Registered:

All other marks belong to their respective owners.
{Contains Donaldson proprietary technology.}
Important Notice
Many factors beyond the control of Donaldson can affect the use and performance of Donaldson products in a particular application, including the conditions under which the product is used. Since these factors are uniquely within the user's knowledge and control, it is essential the user evaluate the products to determine whether the product is fit for the particular purpose and suitable for the user's application. All products, specifications, availability and data are subject to change without notice, and may vary by region or country.

STERILIZE-IN-PLACE (SIP) PROCEDURE
• With SIP, the filter element and housing remain in place and steam is used to sterilize the filtration system without the need for disassembly.
• The steam used for SIP must be free of rust and other particles. • Steam pressure must not be allowed to fall below 15 psig throughout the SIP process. • Condensate must be drained from the system during sterilization. • Any air trapped in the housing must be vented.
• Upstream and downstream pressure gauges must be used to ensure differential pressure across the filter does not exceed 5 psid during SIP.
• After sterilization, pressurize the system with process air or gas up to the steam pressure used and allow the system to cool until ready for use.
• Always use the lowest possible sterilization temperature to avoid excesss stress on the filter element.

AUTOCLAVE
• Generally, only the filter element is sterilized in an autoclave, but both the housing and element can be sterilized if removed from the process, disassembled and put in the autoclave. • In addition to the cycle times given above, follow the specific procedures provided with the autoclave in use.

AUTOCLAVING/STEAM STERILIZATION
Cumulative Steaming Time
250°F, Saturated Steam: 160 cycles (30 minutes)
270°F, Saturated Steam: 160 cycles (20 minutes)
290°F, Saturated Steam: 160 cycles (10 minutes)
Independent of flow direction; forward and reverse steam flow possible Vapor Phase Hydrogen Peroxide (VPHP) Suitable 266°F @ > 5,000 ppm H2O2 , > 50 hours

DE-WETTING CHARACTERISTICS
De-wetting characteristics of a SRF V
10/3 P7 after steaming at 15 psig (250°F)
for 30 minutes. Flow is 82 cfm at 15 psig
absolute. Normal conditions are reached
within 10 seconds.
#2..
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

April 4, 2022
Date: March 14, 2022
TO: Economic Development Committee
Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
Dave Wright, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Jaylen French, Director of Community and Economic Development SUBJECT: Stanislaus County Airport ATP Project
CONTACT: Nathan Bray, Interim City Engineer, [email protected], 209-571-5542 DESCRIPTION:

Consider various infrastructure improvement options and associated costs for the project development, construction, ownership and operation of the Airport Neighborhood Active Transportation Connectivity and Safety Project (ATP); and consider approving an Agreement for the long-term maintenance of improvements in the City limits between the City of Modesto and Stanislaus County and forwarding to Council for approval. (Funding Source: State funds, County Local Measure L funds)
STRATEGIC PLAN ELEMENT:

This action for the Airport ATP Project is consistent with the Council’s 2020-2025 Strategic Plan Goal D, Ensure Safe, Efficient and Reliable Infrastructure. Specifically, this item supports the County’s Airport ATP Project and the City’s goal to expand alternative modes of travel, improve transportation flow, and drive economic vitality.

BACKGROUND:

The Airport Neighborhood is geographically split between the City of Modesto and Stanislaus County. The Airport Neighborhood is considered a disadvantaged community that lacks appropriate pedestrian facilities. Many streets do not have sidewalks leading to unsafe conditions for the many school children and parents who walk in the neighborhood. This project will result in new sidewalks, bikeways, and various safety improvements that contribute toward a safer environment for non-motorized travel.

On July 24, 2018, Stanislaus County applied to the State of California Department of Transportation (Caltrans) in request for Active Transportation Program (ATP) Cycle 4 grants #3..
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Economic Development Committee, April 4, 2022
Stanislaus County Airport ATP Project

Page 2 of 3 ends

funds for the Project. As part of the application the City committed to be a partner with the County and agreed to assume the responsibility for the ongoing operations and maintenance of the project improvements located within City limits.

On March 21, 2019, the County was notified that the project was included on the California Transportation Commission’s (CTC) 2019 Active Transportation program (ATP) list of awarded projects.

This Stanislaus County led project will be constructed using State of California and local - Measure L funds which will be obtained, collected and administered by the County.

DISCUSSION:

The action before the Committee is to consider project alternatives and associated costs; either allow the installation of non-city standard infrastructure or contribute between $500,000 and $1,000,000 (estimate) in City funds to install the infrastructure per city standards. The project as awarded and funded through the grant only includes construction of bicycle and pedestrian facilities, and would not result in improving the area in accordance with city standards.

The project includes construction of detached sidewalk (with no curb and gutter); Class I, Class III, and Class IV bicycle facilities; 3.5-inch high speed cushion raised bicycle crossings; high visibility sidewalk crosswalk; curb bulb-outs for pedestrian/bicycle crossing; modified City standard Cobra lights for Class I bicycle path; and various other miscellaneous project components as shown in the Project plans.

The City of Modesto has the opportunity to enhance the surrounding area and install missing infrastructure through the application of supplemental City funds. The additional infrastructure and facilities that are anticipated to include curb, gutter, storm drain, water and sewer.

The County is responsible for all phases of project design, and has retained Siegfried Engineering to design project improvements and prepare bid documents. During construction, the City will inspect construction improvements located within City limits. Upon completion of construction, the County will transfer ownership of improvements within City limits to the City.

The City and the County need to enter into an agreement for memorializing the intent of the project, the additional funding (if approved), the maintenance and operation of the facilities, the transfer of ownership of the infrastructure and any additional terms needed for the efficient operation of the project between the two public agencies. Subsequent to the Economic Development Committee’s direction, City staff will prepare/adjust the agreement between the City of Modesto and Stanislaus County to memorialize terms and conditions of the Project, funding sources, transfer of ownership and obligations for maintenance and improvements within City limits.

FISCAL IMPACT:

The Airport ATP Project that was applied for is funded by State of California ATP Grant and Local – Measure L funds which are obtained, collected and administered by the County. If the City desires to install improvements in accordance with City Standards, additional City funds would be required to augment the grant and County Measure L funds. The City has explored potential funding options for consideration, which are listed in recommended order: City #3..
- 105 -
Economic Development Committee, April 4, 2022
Stanislaus County Airport ATP Project

Page 3 of 3 ends

Measure L funds, American Rescue Plan Act (ARPA) funds, State Transportation Fund (STF) monies and fiscal year budget excess (General Fund).

If an agreement between the City and County for this project is not approved, it may result in loss of funds for the project as well as jeopardizing future opportunities to receive federal and state funds for future projects.

Approved by:

Jaylen French, Director of CEDD
Joseph P. Lopez, City Manager
Attachments:

1. Agreement
#3..
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AGREEMENT BETWEEN THE CITY OF MODESTO AND STANISLAUS COUNTY FOR THE

PROJECT DEVELOPMENT, CONSTRUCTION, OWNERSHIP AND OPERATION OF THE

AIRPORT NEIGHBORHOOD ACTIVE TRANSPORTATION CONNECTIVITY AND SAFETY

PROJECT
This Agreement (“Agreement”) is entered into between the City of Modesto (“City”) and Stanislaus County (“County”) as of ____________, 2022 (“Effective Date”). (The City and County are collectively referred to herein as “The Parties.”)

INTRODUCTION
A. The purpose of this AGREEMENT is to facilitate cooperation between the City and the County for the construction of the Airport Neighborhood Active Transportation Connectivity and Safety Project to improve local connectivity by constructing various pedestrian and bicycle facilities in the vicinity of the Airport Neighborhood within City and County limits (the “Project”); and
B. The Airport Neighborhood is geographically split between the City of Modesto and Stanislaus County. The Airport Neighborhood is considered a disadvantaged community which lacks appropriate pedestrian facilities. Many streets do not have sidewalks leading to unsafe conditions for the many school children and parents who walk in the neighborhood. This project will result in new sidewalks, bikeways, and various safety improvements that contribute toward a safer environment for non-motorized travel. By constructing a series of high-quality active transportation components throughout the Airport Neighborhood, this project will increase access to various local destinations, improve safety, and provide greater regional access through connectivity to major planned bicycle infrastructure, activity centers, and transit stops; and
C. On July 24, 2018, the County applied to the State of California Department of Transportation (Caltrans) in request for Active Transportation Program (ATP) Cycle 4 grants funds for the Project. As part of the application the City committed to be a partner with the County and agreed to assume the responsibility for the ongoing operations and maintenance of the project improvements, and; D. On March 21, 2019, the County was notified that the project was included on the California Transportation Commission’s (CTC) 2019 Active Transportation program (ATP) list of awarded projects; and
E. The Project will be constructed using State of California and Local - Measure L funds which will be obtained, collected and administered by the County; and #3..
- 107 -
NOW, THEREFORE, the parties hereto mutually agree as follows:

TERMS AND CONDITIONS

1. The Project specific ATP Cycle 4 Grant funding is eligible and limited to “the development of a community wide bicycle, pedestrian, safe routes to school, or active transportation plan located in a disadvantaged community,” therefore, to ensure eligibility, the Project is limited to construction of bicycle and pedestrian facilities only and will not include new curb, gutter, storm drainage, water or sewer improvements. Existing City improvements will be adjusted to finish grade only.

2. The Project includes construction of detached sidewalk (with no curb and gutter); Class I, Class III, and Class IV bicycle facilities; 3.5-inch high speed cushion raised bicycle crossings; high visibility sidewalk crosswalk; curb bulb-outs for pedestrian/bicycle crossing; modified City standard Cobra lights for Class I bicycle path; and various other miscellaneous project components as shown in the Project plans.

3. County shall be responsible for all phases of project design. Prior to Project’s construction, the County will allow the City to review improvement plans and related documents. County will provide plans, specifications and estimate (PS&E) to the City’s primary point of contact within the Community and Economic Development Department for distribution to all other City departments for review and ensure that all City comments are provided to the County in a timely manner.

Upon completion of final design, the City will sign the plans indicating approval. The County will advertise the Project, conduct bid opening, award construction contract, and manage construction of project improvements.

4. The City will assist the County in promoting the benefits of this project to the public.

This may include, but is not limited to, assisting the County in addressing public’s concerns, and assisting the County in educating the public regarding various aspects of this project.

5. County will construct the Project entirely, including portions that fall within City limits.

6. City will provide and allow the use of all right-of-way within City limits and all encroachment permits necessary for the Project’s construction at no cost to the County.

7. The Parties agree that the construction of the Project improvements will conform to the plans and specifications developed by the County’s Consultant and approved by the County and the City. The County will be the official Construction Manager for this Project. However, inspection of the Project will be done by the Parties jointly, whereas the City will be allowed to inspect the construction of project improvements that will be transferred for ownership and operations to the City upon completion of construction. Should City decline to participate in the #3..
- 108 -
inspection of proposed improvements, the City shall accept ownership and operate constructed improvements without claims against County or agents operating on County’s behalf.

8. Once Project is constructed, County will file a Notice of Completion and submit a copy to the City. Within 60 days of the completion of the final inspection of the Project, City shall accept the County’s transfer of ownership of the portion of the Project improvements located within the City of Modesto’s boundaries. Upon acceptance of transfer of ownership, the City will immediately maintain and operate Project facilities as described herein this agreement.

9. The Parties agree to ensure that Caltrans, the Governor of the State, or any authorized representative of the foregoing, will have safe and suitable access to the Project site at all reasonable times during Project construction and thereafter. The Parties acknowledge that the Project records and locations are public records, including all submissions accompanying the ATP grant application.

10. The Parties shall maintain separate books, records and other material relative to the Project. The Parties shall also retain such books, records, and other material for themselves and for each contractor or subcontractor who performed work on this project for a minimum of four (4) years after Project Completion. The Parties shall require that such books, records, and other material be subject at all reasonable times (at a minimum during normal business hours) to inspection, copying, and audit by Caltrans, the Bureau of State Audits, the Governor, or any authorized representatives of the aforementioned, and shall allow interviews during normal business hours of any employees who might reasonably have information related to such records. The provisions of this section shall survive the term of this Agreement.

11. The Parties agree to expeditiously provide, such reports, data, and information as may be reasonably required by Caltrans, including but not limited to material necessary or appropriate for evaluation of the Active Transportation Program, or to fulfill any reporting requirements of the federal government.

12. The City will not abandon, lease, sell or otherwise dispose of, in whole or in part, any portion of the Project to any person who is not a Governmental Unit during its useful life. The Project will not be leased to any person or entity that is not a Governmental Unit during its useful life. The City will not enter any contract or arrangement or cause or permit any contract or arrangement to be entered (to the extent of its reasonable control) with persons or entities that are not Governmental Units if that contract or arrangement would confer on such persons or entities any right to use the Project on a basis different from the right of members of the general public. The contracts or arrangements contemplated by the preceding sentence include but are not limited to management contracts, take or pay contracts or put or pay contracts, and capacity guarantee contracts. The economic useful life of the Project, commencing at Project Completion, is at least thirty years. #3..
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13. Indemnity
a. Each Party mutually agrees, pursuant to Government Code section 894.5, to indemnify, hold harmless, and defend the other Party, its boards and commissions, officers, agents, employees, and volunteers (collectively, the “indemnified Parties”) in an amount equal to its proportionate share of liability on a comparative fault basis. This indemnity obligation shall exist with respect to any claim, loss, liability, damage, lawsuit, cost or expense that arises out of, or is any way related to, the performance of services pursuant to this Agreement. This indemnity obligation extends, without limitation, to any injury, death, loss, or damage which occurs in the performance of the Agreement and that is sustained by a third‐party, agent, or contractor of a Party. Each Party executing this Agreement certifies that it has adequate self‐insured retention of funds to meet any obligation arising from this Agreement, and it shall continue to maintain such funds throughout the Term of this Agreement.

Notwithstanding the foregoing, nothing herein shall be construed to require any Party to indemnify any other Party from any claim arising from the sole negligence or willful misconduct of another Party. Nothing in this section shall be construed as authorizing an award of attorney fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. Any policy limits shall not act as a limitation upon the amount of indemnification to be provided.
b. At its sole discretion, the indemnified Party may participate at its own expense in the defense of any claim, action or proceeding, but such participation shall not relieve the indemnitor of any obligation imposed by this Agreement. The Parties shall notify each other promptly of any claim, action or proceeding and cooperate fully in the defense. The Parties agree to defend themselves from any claim, action or proceeding arising out of the concurrent acts or omissions of each Party. In such cases, the Parties agree to retain their own legal counsel, bear their own defense costs, and waive their right to seek reimbursement of such costs. Where a trial verdict or arbitration award allocates or determines the comparative fault of the Parties, the Parties may seek reimbursement and/or reallocation of defense costs, settlement payments, judgments and awards, consistent with such comparative fault. The provisions of this section shall survive the termination of this Agreement.

14. Notices
a . Any notice which may be required under this Agreement shall be in writing and shall be given by personal service, first‐class mail, certified or registered mail return receipt requested, or overnight delivery to the addresses set forth below:
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Stanislaus County: City of Modesto:

David Leamon, Director _________ City Engineer
Department of Public Works Community & Economic
1716 Morgan Road Development Department
Modesto CA 95358 1010 10th Street, Suite 3300
Modesto, California 95354
b. All notices and other communications shall be deemed communicated as of actual receipt or after the second business day after the notice has been dispatched. The parties may change their respective address by giving notice of such change to the other party in the manner provided in this Section.

15. Necessary Documents
As may become necessary for the construction and delivery of the Project, through City and County cooperation, the Stanislaus County Director of Public Works and City’s Authorized Representative are authorized to administer and execute, by mutual written consent, all documents necessary to complete the Project, provided that such actions do not exceed the authority of this Agreement.

16. Enforceable Provisions
Should any of this Agreement be determined to be unenforceable, invalid, or beyond the authority of either of the Parties to enter and carry out, such determination shall not affect the validity of the remainder of this Agreement, which shall continue in full force and effect; provided that the remainder of this Agreement can, absent the excised portion, be reasonably interpreted to give effect to the intentions of the Parties.

17. Termination.

This Agreement may be terminated only by mutual written agreement signed and approved by the respective approving authorities of City and County.

18. Counterpart
This Agreement may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement in duplicate by its City Manager and attestation by its City Clerk under authority of Resolution No. __________, adopted by the Council of the City of Modesto on the _____ day of ___________, 2022, and County has authorized the execution of this Agreement in duplicate by the Chairman of the Board under authority of Resolution No. __________, adopted by the Board of Supervisors of Stanislaus County on the _____ day of ___________, 2022.

CITY OF MODESTO
a municipal corporation
By: _____________________________
Joseph Lopez
City Manager
ATTEST:

By: _____________________________
Dana Sanchez
Interim City Clerk
(SEAL)
APPROVED AS TO CONTENT:

By: _____________________________
Jaylen French
Community & Economic Development
Director
APPROVED AS TO FORM:

By: _____________________________
Jose M. Sanchez
City Attorney

COUNTY OF STANISLAUS
A political subdivision of the State of
California
By: ____________________________
Chairman of the Board of Supervisors
ATTEST:

Elizabeth A. King
Clerk of the Board of Supervisors of the
County of Stanislaus, State of California
By: ______________________________
Deputy Clerk
APPROVED AS TO CONTENT:

By: ______________________________
David Leamon
Director of Public Works
APPROVED AS TO FORM:

Thomas E. Boze, County Counsel
By: ______________________________
Todd James
Deputy County Counsel
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

April 4, 2022
March 7, 2022
TO: Economic Development Committee
Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
David Wright, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Jaylen French
Director of Community and Economic Development
SUBJECT: Comprehensive General Plan Update – Status Report CONTACT: Brad Wall, MPA, Principal Planner,
[email protected], 209.577.5273
DESCRIPTION:

Consider accepting staff’s report regarding progress and status for the comprehensive General Plan update presentation regarding environmental justice. (Funding Source: General Fund Reserves, Regional Early Action Planning (REAP) Grant)
STRATEGIC PLAN ELEMENT:

The comprehensive General Plan update (GPU) project promotes and supports the City of Modesto Strategic Plan Goal E – Drive Economic Vitality – and the first strategy under this goal is: “Update the General Plan consistent with city vision.” The new General Plan will establish the foundational policies, general direction and guideposts for Modesto’s economic growth and development, and provide a holistic approach toward enhancing the City’s strengths to capitalize on opportunities from a broad perspective.

BACKGROUND:

The City of Modesto’s prior GPU was adopted in 1995. For some time, City leadership has recognized the need for a new comprehensive update to the General Plan. As stated in the previous section, the GPU is explicitly prioritized in the City’s 2020 – 2025 Strategic Plan.

On August 11, 2020, by Resolution No. 2020-335, City Council authorized staff to issue a formal Request for Proposals (RFP) for the furnishing of a GPU and Environmental Impact Report (EIR) for the City. The outcome of that RFP process was the City’s hiring of PlaceWorks to assist staff with preparing the GPU and EIR (Resolution No. 2021-271, July 6, 2021). #4..
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Economic Development Committee, April 4, 2022
Comprehensive General Plan Update – status report

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DISCUSSION:

Staff has been working with the PlaceWorks team to assemble data and prepare background documents, such as the GPU Briefing Book and economic background report, which are accessible at the project website (https://gp2050.modestogov.com). The website also includes information regarding public input and participation, such as surveys and sign-ups to receive notifications about upcoming workshops / events, milestones and project updates. Additional project documentation such as public review draft documents will also be posted to the website as they are developed.

The first public workshop events for the GPU project occurred on March 24 (virtual workshop) and March 30 (in-person workshop). Staff will summarize these workshops’ discussions, feedback / input received, and lessons learned or “takeaways” during the EDC presentation.

FISCAL IMPACT:

Council Resolution No. 2021-271 authorized a professional services agreement with PlaceWorks in an amount not to exceed $1,737,353. There is no fiscal impact associated with this status report.

CEQA REQUIREMENTS:

An EIR will be prepared for the Comprehensive GPU project, consistent with the California Environmental Quality Act. The EIR is included in PlaceWorks scope of work and budget, and it will be prepared for public review and comment in early 2024.

Approved by:

Jaylen French
Director of Community and Economic Development
Joseph P. Lopez, City Manager
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

April 4, 2022
Date: March 15, 2022
TO: Economic Development Committee
Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
David Wright, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Jaylen French, Director of Community and Economic Development SUBJECT: Community Facilities District Formation Cost
CONTACT: Jessica Hill, Community Development Manager,
209-577-5211
DESCRIPTION:

Consider amending the City’s Community Facilities Districts Policies and Procedures, authorizing the City Council to establish inter-fund loans from the General Fund up to $450,000 for the formation of future City Community Facilities Districts and forwarding to Council for approval. (Funding Source: General Fund)
STRATEGIC PLAN ELEMENT:

BACKGROUND:

In 1982, the Mello-Roos Community Facilities Act of 1982 (the Act) was adopted by the State of California as a method for financing capital facilities (infrastructure improvements) and/or public services associated with new developments. The Act allows infrastructure improvements and services to be funded through a special tax paid by property owners. Community Facilities Districts (CFD) laws are found in the Act in the California Government Code, beginning at Section 53311.

Mello-Roos CFDs are formed to finance the construction, or acquisition of certain designated capital facilities (infrastructure) and/or to finance public services by levying special taxes included on the CFD. To date, there are fifteen CFDs in the City of Modesto, with several others in the works. Some finance infrastructure and others finance maintenance services. #5..
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Economic Development Committee, April 4, 2022
Community Facilities District Formation Cost

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The City considers both developer or property-owner initiated applications requesting the formation of a CFD. Once formed, a special tax is collected on properties within the CFD to finance eligible public facilities necessary to serve residential, commercial and/or industrial projects. CFDs may also issue bonds to pay for large capital projects, and those bonds are repaid using the revenue from the annual tax.

For a typical CFD, the formation process is three separate but related proceedings. They can be combined to run concurrently. They are proceedings to:
 Form the CFD and authorize the special tax;
 Authorize bonded indebtedness for the CFD; and
 Establish the Constitutional Article XIIIB “Appropriations Limit” for the CFD.

All City and consultant costs incurred in the evaluation of CFD applications and the creation of CFDs must be paid in advance by the applicants in those instances where a CFD is initiated by a party or parties other than the City. Expenses not legally reimbursable by the district shall be borne by the applicant. Once bonds are issued, bond proceeds may be used to reimburse the applicant for both the City costs and district consultant costs that the applicant paid for in advance.

DISCUSSION:

Adopted in 1996, the City’s created policies and procedures for Formation, Annexation, and Administration of Community Facilities Districts pursuant to the provisions of the Act (CFD Policies and Procedures).

Per the City’s CFD Policies and Procedures, it is determined that the developer must make a deposit of $64,500 to initiate the formation of a new CFD. The advance deposits cover staff’s time, consultant and legal costs, as well as other costs associated with the CFD formation.

When a CFD is formed, it can be formed different ways to cover many different facilities. In a CFD where infrastructure is covered, the developer can decide to distribute the costs through a pay-as-you-go fee, or seek in partnership with the City for an issuance of bonds for the generation of revenues to finance eligible public facilities. If there are no bonds issued, the CFD formation costs are paid by the developer. If there are bonds issued, bond proceeds may be used to reimburse the developer for the advanced payment of the CFD formation costs.

In the last 24 months, staff has seen an unprecedented increase in developer and development inquiries, all of which require CFD formation or annexation. In the case of a CFD formation, especially when the CFD will contain property owned by multiple landowners, being the “first one in”, and therefore having the obligation of advancing a deposit of $64,500, can cause developers to delay submitting applications.

In order to assist with development within the city, staff is proposing to allow the City Council to approve inter-fund loans from the General Fund for CFDs that will pursue bond financing. Staff anticipates these costs will not exceed $150,000 per CFD formation and is proposing a total loan amount of $450,000 to assist with future CFD formations. The City will be reimbursed for all formation costs at the time that the CFD bond is issued. However, if the CFD is not formed and/or bonds are not issued, the City’s General Fund loan would not be repaid. Submission of an application by a developer does not guarantee that a CFD will be approved by the effected #5..
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Economic Development Committee, April 4, 2022
Community Facilities District Formation Cost

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land owners. However, because failure to form the CFD and issue the bonds will prevent development from proceeding, staff considers this outcome unlikely.

Staff has reviewed and updated the City’s CFD Policies and Procedures to reflect the proposed recommendations.

FISCAL IMPACT:

The additional $450,000 in CFD loans from the General Fund will be over a period of time and the loans will be funded from General Fund reserves. The loan amounts will be funded for each CFD formation separately and the total $450,000 will be over a period of time and not in one lump sum amount. When bonds are issued, the bond proceeds will pay back the General Fund.

Inter-fund loans that are established will have a repayment deadline that reflects the earliest feasible opportunity for repayment of the loan. Interest rates will be charged on the loan based on the actual rate of return earned by the City’s investment portfolio during the 12-month period immediately preceding a payment date. However, if the CFD is not formed and/or bonds are not issued, the City’s General Fund loan would not be repaid.

Approved by:

Jaylen French,
Director of Community and Economic Development
Joseph P. Lopez, City Manager
Attachments:

1. Updated CFD Policies and Procedures
#5..
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CITY OF MODESTO

POLICIES & PROCEDURES FOR THE FORMATION, ANNEXATION, AND ADMINISTRATION OF

COMMUNITY FACILITIES DISTRICTS CREATED PURSUANT TO
THE PROVISIONS OF THE MELLO-ROOS COMMUNITY FACILITIES ACT OF 1982 Adopted - September 3, 1996 (Resolution No. 96-501)
Amended - October 8, 1996 (Resolution No. 96-545)
Amended - March 24, 1998 (Resolution No.98-164)
Amended - April 7, 1998 (Resolution No. 98-186)
Amended - June 2, 1998(Resolution No. 98-301)
Amended - September 8, 1998 (Resolution No. 98-483)
Amended - August 10, 1999 (Resolution No. 99-405)
Amended - October 12, 1999 (Resolution No. 99-500)
Amended - January 22, 2002 (Resolution No. 2002-39)
Amended – April 6, 2004 (Resolution No. 2004-172)
Amended –June 22, 2004 (Resolution No. 2004-307)
Amended – January 8, 2008 (Resolution No. 2008-024)
Amended – Month X, 2022 (Resolution No. 2022-XXX)Amended – Month X, 2022 (Resolution No. 2022- XXX)
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Amended: X-X-22

CITY OF MODESTO

POLICIES & PROCEDURES FOR THE FORMATION, ANNEXATION AND ADMINISTRATION OF

COMMUNITY FACILITIES DISTRICTS CREATED PURSUANT TO
THE PROVISIONS OF THE MELLO-ROOS COMMUNITY FACILITIES ACT OF 1982 1) Introduction.

The following policies and procedures (“Policies and Procedures”) for the use of the MelloRoos Community Facilities Act of 1982 (the “Act”) are established pursuant to Government Code Section 53312.7. These Policies and Procedures describe the application, formation, annexation, appropriate uses for and administration of any Community Facilities District (“CFD”) used to finance facilities or for the provision of allowable services.

The City of Modesto (the “City”) will consider developer or property-owner initiated applications requesting the formation of a CFD, and the possible issuance of bonds or the generation of revenues to finance eligible public facilities necessary to serve residential, commercial and/or industrial projects. The City may also establish CFDs which are initiated by the City.

Priority in using CFD funding will be given to capital projects that are regional in nature and have the broadest possible benefit to the land uses included in the CFD. While it is the City’s intent to use the Act to provide for the financing of City-owned and operated infrastructure and services, projects of a regional nature may include facilities to be owned and operated by other public agencies. In any event, only regional or community serving public facilities which directly benefit the CFD, and the provision of services (if applicable) may be eligible for CFD funding.

The City shall make the final determination as to whether or not a proposed CFD shall proceed under the provisions of the Act. The City may confer with the applicant and its consultants to learn of any unique district requirements, such as regional-serving facilities or long term development phasing prior to making any such final determination.

The Act may be used for the purchase, construction, expansion, rehabilitation, or acquisition of public improvements, or the provision of public services subject to the provisions of these Policies and Procedures and any subsequent amendments thereto, to the fullest extent permitted by the Act. The City shall use the Act to provide for the financing of City-owned and operated infrastructure and services, except as noted above.

The City will make the final determination whether or not the CFD will be a construction or acquisition district. All City and consultant costs incurred in the evaluation of CFD applications and the creation of CFDs must be paid in advance by the applicants in those instances where a CFD is initiated by a party or parties other than the City. However, the City may incur expenses for analyzing proposed districts where the City is the principal proponent of the CFD formation for financing of the CFD.

Expenses not legally reimbursable by the district shall be borne by the applicant. Both City costs and district consultant costs may be funded from bond proceeds. #5..
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For the purposes of reviewing activities undertaken pursuant to these Policies and Procedures, and to review proposed Mello-Roos financing, all relevant matters shall be referred to the Financial Policy Committee of the City Council.
2) Definitions.
a) Acquisition District. A CFD formed to finance the acquisition of infrastructure or public facilities where the applicant will be reimbursed for eligible construction related costs by means of tax credits or otherwise.
b) Amendment. A change, in any manner, to an adopted Public Report. c) Annexation. The addition of real property into a CFD which has already been formed, and for which a Public Report has already been prepared and adopted. “Annexation” in this context does not mean a change in organization as described in the Cortese-Knox Act of 1985 (Sections 56000 et seq., Division 3 of the Government Code). d) Applicant. Developer or landowner who initiates formation/annexation of a CFD. e) Bonds. Bonds authorized and issued under the Mello-Roos Community Facilities Act of 1982.
f) Bond Counsel. Outside counsel retained by the City to assure compliance with applicable federal and State tax and other laws and regulations relating to public financing. g) Bond Underwriter. The investment banker(s) retained by the City to design, develop and execute the sale of bonds in the market place.
h) Certificate of Completion: A written document provided to a facility provider by the District Engineer stating that the facility is complete and in good working order, and that the requirements of the facility acquisition agreement have been met. i) City. The City of Modesto.
j) City Attorney. City Attorney of the City of Modesto or his or her designee. k) City Manager. City Manager or his or her designee.
l) Community Facilities District (CFD). A special district formed pursuant to the provisions of the Mello-Roos Community Facilities Act of 1982 as amended, to finance specific public improvements or public services, and where properties within the CFD are levied a special tax in accordance with the rate and method of apportionment adopted as part of the district proceedings.
m) Conclusion of Formation. The date a tax lien, for a specific CFD, is successfully recorded by the Stanislaus County Clerk Recorder.
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n) Credit. An offset against tax owed, or cash reimbursement for tax paid, as appropriate, calculated by subtracting from the Facility Cost Estimate any non-prepaid costs or incidental costs as defined in the Mello Roos Act, Section 53317(c) and (e), by means of a cash administrative cost offset. The administrative offset may be specified in the public report. o) CFD. A Community Facilities District created for the purpose of financing the costs of certain public facilities and services pursuant to the provisions of Chapter 2.5 of Part 1 of Division 2 of Title 5 (commencing with Section 53311) of the California Government Code. p) CFD Team. An interdepartmental City working group consisting of a representative of the City Attorney’s Office, the District Administrator and such other staff as the District Administrator may designate. Its function shall be to process CFD applications and the formation of CFDs, including elections as appropriate.
q) District Administrator. A subgroup of the CFD Formation Group composed of a City Manager or his or her designee. The District Administrator shall have the power to retain and consult with an outside consultant experienced in administering established CFDs in order to assure such administration is in accordance with City ordinances, resolutions, these Policies and Procedures as amended, and applicable law. The District Administrator shall also have the power to appoint an Acting District Administrator to serve in his or her absence.
r) District Engineer. A California registered professional engineer employed by the City of Modesto, or a City of Modesto CFD, who is responsible for making final engineering determinations on behalf of that CFD.
s) Facility. Any public works-type infrastructure for which tax is to be collected pursuant to the public report, which could be eligible for tax credit and is located within a CFD. t) Facility Cost Estimate. The facility (or facility segment) cost estimate, including contingency cost estimates relating to that facility (or segment) which are included in the tax stated directly, or by reference, in the public report, as that report may be amended or adjusted for inflation from time to time.
u) Facility Provider: Any person or entity constructing a facility. v) Fair Market Value, or Value. The amount of cash or its equivalent which property would bring if exposed for sale on the open market under conditions in which neither buyer nor seller could take advantage of the exigencies of the other and both have knowledge of all of the uses and purposes to which the property is adapted and for which it is capable of being used and of the enforceable restrictions upon uses and purposes. w) Municipal Advisor. Financial consultant retained by the City to review, comment and advise on financial matters relating to CFDs.
w) Financial Advisor. Financial consultant retained by the City to review, comment and advise on financial matters relating to CFDs.
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x) Fiscal Feasibility Report. A study performed under the direction of the City to determine the financial viability of a proposed CFD.
y) Infrastructure and Public Facilities. Those public improvements including but not limited to major streets and arterials, highway improvements and freeways, freeway interchanges, right of way acquisitions, bridges, street lights, water, flood, sewer and drainage improvements, fire and police stations, parks, wetlands, telephone ducts, electrical conduits, libraries, transit improvements (including public parking facilities), and the provision of certain services (if applicable), that may be eligible for financing pursuant to these Policies and Procedures, and which are authorized improvements pursuant to provisions of the Mello-Roos Community Facilities Act of 1982 (“Act”).
z) In-tract Facilities. Infrastructure and public facilities which serve an individual CFD, such as local subdivision streets, local utilities and local drainage systems. Not all such infrastructure and public facilities may actually be located within the boundaries of the CFD. (Possible example: drainage system).
aa) Oversubscription. Oversubscription is the furnishing of land or facilities whose total value as set forth in the public report exceeds the total taxes attributable to a facility provider’s entire development within a CFD.
bb) Public Report. A report generally containing the following:
(1) A description of the public capital facilities and services proposed for the CFD. (2) A general description of the area to be served by said facilities; said areas being the boundaries of the CFD.
(3) A cost estimate, setting forth the costs and expenses for providing the public facilities and services to the properties within the boundaries of the CFD and the costs of any incidental expenses to be paid by the CFD. (4) The rate and method of apportionment of the special tax in sufficient detail to allow each landowner or resident within the proposed CFD to estimate the annual amount of payment;
(5) General Terms and conditions relating to the proceedings. (6) All exhibits and attachments to the resolution of formation of a CFD, and documents included therein by reference.
cc) Special Tax Consultant. A consultant retained by the City to develop the rate and method of apportionment and other special tax formulas and criteria for a Mello-Roos CFD. dd) Tax: Any facilities special tax specified in the public report for the CFD. ee) Value-to-Lien Ratio. The value of a parcel of land as determined by an MAI appraisal #5..
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relative to the amount for which land secured bonds may be sold for the parcel. 3) Application Process.
a) Application. The applicant shall submit an application in the form attached hereto as Example “A”, or as may be amended from time to time by the City Manager, to the City together with a nonrefundable fee as set forth herein and amended from time to time. The fee is for the purpose of application processing, other preliminary costs, retention of appropriate consultants, and the compensation of staff time devoted to the formation of the CFD.
b) Project Review. Applicant and the CFD Formation Group may discuss the application including but not limited to further information that might be required and other issues as necessary. If necessary, the applicant may be required to submit a revised application. Once the application is accepted by the CFD Formation Group, it may be reviewed by City Finance personnel or City consultants to determine the adequacy of the proposed financing.

CFD Formation Group may also forward the application to the City’s engineering staff for determination that the application package is in fact both complete and practicable.

Applicant and the CFD Formation Group may also conduct a face to face meeting between the applicant and the CFD Formation Group to “scope” the consultant work necessary to the formation of the CFD. However, the final authority to approve the scope of the consultant work to be performed in connection with the formation of any CFD and for the compensation of such services shall be solely within the authority of the CFD Formation Group.
c) Project Initiation. The application is accepted by the CFD Formation Group and the CFD Formation Group receives contracts, reimbursement agreements, bond documents and other pertinent items for consideration by the City Council, as required. d) Costs Incurred By The City Prior To Formation. All costs incurred by the City prior to formation of the CFD, including but not limited to consultant costs (e.g. legal counsel, engineer firms, appraisers, special tax consultants, financial advisors), City staff and administrative costs and related expenses, cost of providing notices, printing and publication costs, and all expenses directly or indirectly relating to these items, shall be reimbursed to the City by the applicant prior to the completion of formation. The CFD Formation Group shall utilize timekeeping computer software, as such may be updated from time to time, to track billable hours in 1/10 hour increments attributable to CFD formation, amendment, annexation or other modification, and CFD administration. The timekeeping process will be used both to audit time spent as appropriate, and to generate bills to applicants for formation costs. Such bills shall also contain, in so far as practicable, costs or estimates of costs incurred by CFD group members in connection with CFD formation and/or CFD administration.

From time to time the CFD Formation Group will review and re-evaluate the City’s fee/deposit requirements in light of the cost results of recent CFD formations for the purpose of recommending modifications of excessively high or low fee/deposit charges as required. The initial such review shall occur in September 1998. #5..
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e) Costs Incurred Prior To Bond Closing. If a CFD is formed, and if bonds are issued, the City may direct that all of its costs of formation be reimbursed from bond proceeds. f) Costs Incurred By The City Subsequent To Formation. All City administrative and consultant costs, including those of the District Administrator, related to administration of a CFD and incurred after formation shall be included within the special tax formula in accordance with applicable provisions of law.
g) Formation Reimbursement To Applicant.
(1) Where CFD is Not Formed, or where CFD is Formed and Bonds are Not Issued.

In the event that the CFD is not formed due to City disapproval or abandonment, or due to applicant abandonment, or due to nonpayment of any reimbursable fee, or the CFD is formed and bonds are not issued for any reason, the City will refund to the applicant any remaining unexpended and unobligated portion of advance deposits posted with the City, subject to the City’s prior and full reimbursement of all of its direct and indirect costs. In the event that the applicant’s advance deposit to the City is not sufficient to reimburse the City for all of its direct and indirect costs, the City will require an additional deposit by the applicant for the difference.

The City shall be entitled to pay any refund to the applicant listed on the application form without interest, irrespective of any changes in the ownership or compensation of the applicant.
(2) Where CFD is Formed and Bonds are Issued. If the CFD is formed and bonds are issued, bond proceeds shall be used to defray all approved costs and expenses incident to the proceedings in construction of the public facilities, subject to approval of the CFD Formation Group, including the Finance Department, in conjunction with Bond Counsel, and subject to any applicable restrictions contained in the Act as amended. With respect to applicant paid consultant costs, reimbursement shall be limited to those CFD-related consultant’s hired by the City or those hired by the applicant and expressly approved by the City in writing.

Eligibility for reimbursement of any otherwise-eligible expense is conditioned upon the applicant providing paid invoices therefore to the City, and the CFD Formation Group’s approval thereof. The applicant shall not be entitled to reimbursement from bond proceeds for any of the following reasons: interest expense incurred by the applicant during the planning or design of construction (subject to exception for construction-related interest expense, set forth below) of the public improvements and any other costs and expenses incurred by the applicant which are not legally authorized for reimbursement, or as to which Bond Counsel has declined approval for reimbursement.
(2) Where CFD is Formed and Bonds are Issued. If the CFD is formed and bonds are issued, bond proceeds shall be used to defray all approved costs and expenses incident to the proceedings in construction of the public facilities, subject to approval of the CFD Formation Group in conjunction with Bond Counsel, and subject to any applicable restrictions contained in the Act as amended. With respect to applicant paid consultant costs, reimbursement shall be limited to those CFD- #5..
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related consultant’s hired by the City or those hired by the applicant and expressly approved by the City in writing. Eligibility for reimbursement of any otherwiseeligible expense is conditioned upon the applicant providing paid invoices therefore to the City, and the CFD Formation Group’s approval thereof. The applicant shall not be entitled to reimbursement from bond proceeds for any of the following reasons: interest expense incurred by the applicant during the planning or design of construction (subject to exception for construction-related interest expense, set forth below) of the public improvements and any other costs and expenses incurred by the applicant which are not legally authorized for reimbursement, or as to which Bond Counsel has declined approval for reimbursement.
(3) Pursuant to Government Code Section 53314.9, the City Council may enter into an agreement, by resolution, with a person or entity advancing funds or work-in-kind for any authorized purpose, including, but not limited to, paying any cost incurred by the City in creating a CFD, without interest, under all of the following conditions:
(a) The reimbursement proposal is included in the resolution of intention to establish the CFD and in the resolution of formation to establish the CFD, or in the resolution of consideration adopted pursuant to Government Code Section 53334.
(b) The proposed special tax or change in a special tax is approved by the qualified electors of the CFD, or in the event that the electors do not approve the proposed special tax or change in a special tax, the City shall return any funds which have not been committed for any authorized purpose at the time of the election.
(c) Any work-in-kind accepted pursuant to this paragraph shall have been performed or constructed as if the work had been performed or constructed under the direction and supervision, or under the authority of, the City. (d) Any reimbursement agreement entered into pursuant to this paragraph and Government Code Section 53314.9, shall not constitute a debt or liability of the City or of the District.

The reimbursement procedure specified in Government Code Section 53314.9 and incorporated in this paragraph may be utilized both in the case where the requesting person or entity owns all of the land within a proposed CFD, and in the case in which the requesting person or entity owns less than all of the land within the proposed CFD. In the later event, consideration will be given to setting forth two (2) or more tax districts within the CFD in order to facilitate reimbursement of the person or entity which paid more than its pro-rata share of the formation costs from the proceeds of one time special facilities taxes paid by landowners in the tax district or districts that does/do not include the land owned by the person or entity that paid more than its prorata share of the CFD formation costs.
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(4) Where CFD is Formed and Bonds are Not Issued. With respect to advance formation fees pursuant to Paragraph 3.u. of these Policies and Procedures, any portion of such fee/deposit not paid out or obligated for the direct or indirect costs of CFD formation by the CFD Formation Group, may be further obligated by the CFD Formation Group based on its good faith estimate of the cost, including consultant costs, and other reasonable incidental costs as defined in the Act that may be incurred in the administration of the CFD during the period of time following its formation but prior to the City’s receipt of sufficient annual maintenance special taxes to provide for appropriate administration of the CFD. The remaining fee/deposit not paid out or obligated for the direct or indirect costs of the CFD formation or administration by the CFD Formation Group shall be returned to the applicant within ten (10) business days after the CFD Formation Group presents its written accounting and good faith estimate.

The accounting and good faith estimate shall be prepared within thirty (30) days after the CFD is formed.With respect to advance formation fees pursuant to Paragraph 3.u. of these Policies and Procedures, any portion of such fee/deposit not paid out or obligated for the direct or indirect costs of CFD formation by the CFD Formation Group, may be further obligated by the CFD Formation Group based on its good faith estimate of the cost, including consultant costs, and other reasonable incidental costs as defined in the Act that may be incurred in the administration of the CFD during the period of time following its formation but prior to the City’s receipt of sufficient annual maintenance special taxes to provide for appropriate administration of the CFD. The remaining fee/deposit not paid out or obligated for the direct or indirect costs of the CFD formation or administration by the CFD Formation Group shall be returned to the applicant within five (5) business days after the CFD Formation Group presents its written accounting and good faith estimate. The accounting and good faith estimate shall be prepared within thirty (30) days after the CFD is formed. (4)
(5)
(6)(5) “Dollar for Dollar” Credit Against One-Time Facility Tax. Where the applicant makes a timely request that CFD formation costs be included in the cost of infrastructure for the purpose of computing taxes due under the Rate and Method of Apportionment and the final tax formulas, such CFD formation costs, including the initial fee/deposit, may be recovered by crediting such formation costs against facilities special taxes which would otherwise be due from the applicant from the time when such taxes would initially be due until the subject formation costs to be credited are exhausted by facilities special taxes incurred. h) Agreements Required. Applicant will be required to enter into all necessary agreements incident to CFD proceedings in a form provided by the City and consistent with these Policies and Procedures. These agreements may include, but not be limited to:
(1) Acquisition and Shortfall Agreement
(2) Advance Deposit Agreement
(3) Land Dedication Agreement (where required)
(4) Acquisition and Disclosure Agreement
(5) Disposition and Development Agreement (where required) (6) Development Agreement
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(7) Other agreements (as required)
As a condition of the issuance and sale of bonds, all of the agreements required by the City shall be duly approved and executed by the parties thereto. Prior to execution of any such agreements, the agreements shall be reviewed and approved by the City Attorney.

They may also be reviewed by Bond Counsel and such other consultants as the City believes are appropriate.
i) Land Use Approvals. All projects within the proposed CFD, together with the infrastructure and public facilities, must be consistent with the City’s adopted General Plan and zoning classifications. All property within the proposed CFD must possess land use determinations or zoning classifications of sufficient certainty, and facility requirements of sufficient specificity that each parcel can be adequately assessed. j) Use of Consultants. The City shall employ any consultants necessary for the formation of a CFD, review of financing, the issuance and administration of bonds, including but not limited to underwriters and underwriter’s counsel, Bond Counsel, Financial Advisor, special tax consultant, engineers, appraisers, market absorption study consultant, or any other consultant deemed necessary by the CFD Formation Group in its judgment to complete the CFD proceedings and/or for issuance of bonds. The cost reimbursement provisions of these Policies and Procedures shall apply to all costs and expenses incurred by the CFD Formation Group in employing such consultants. An applicant may retain its own consultants for its own benefit, but must work only through those consultants hired by the City. In the event the applicant retains its own consultants, all costs associated therewith shall be borne by the applicant, without reimbursement from bond proceeds unless expressly agreed in writing by the CFD Formation Group.
k) Eligible Infrastructure and Public Facilities. Infrastructure and public facilities eligible for CFD financing are those public improvements which benefit properties within a proposed CFD and/or will mitigate impacts of that development upon areas of the City outside the proposed CFD, and which will be owned, operated and maintained by the City or another public agency expressly approved in writing by the City. Improvements which are or will be owned, operated or maintained by a private company or utility are not eligible, except for improvements to be owned by shareholder owned utility companies regulated by the California Public Utilities Commission and which comprise less than five (5%) percent of the project. In-tract facilities, exactions, or other public right of way easements and/or lands which are dedicated by applicant as a condition of a development entitlement will not be eligible for bond financing, except if they are expressly allowed in a development agreement or other agreement between the City and the applicant.
l) Bidding Process.
i) In retaining construction contractors for work which is reimbursable by a City of Modesto CFD and where the construction costs of the Acquisition and Shortfall Agreement (or other similar agreement) with the CFD are less than $300,000.00, the developer shall abide by the following bid process:
i) In retaining construction contractors for work which is reimburseable by a City of #5..
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Modesto CFD and where the construction costs of the Acquisition and Shortfall Agreement (or other similar agreement) with the CFD are less than $300,000.00, the developer shall abide by the following bid process:
(1) The developer shall provide three (3) competitive bids. If the developer desires to award to a contractor other than the low bidder, a written request must be submitted to the District Engineer. The District Engineer may allow this if the developer can provide adequate justification
(2) The developer shall make sure that all contractors and subcontractors are licensed in accordance with sections 7000 through 7145 inclusive, of the California Business and Professions Code and maintain adequate insurance for any work or services performed.
(3) In accordance with California Labor Code section 1770, developer shall require the payment of prevailing wages based on the rates determined by the California Director of Industrial Relations. Unless otherwise directed by the District Engineer, Developer’s construction schedule shall provide adequate time for completion of the work such that no holiday or overtime labor shall be required. The CFD shall not reimburse developer for any labor costs which exceed the normal and customary straight time rates as described in the City of Modesto General Provisions, Section

4.19, for the work performed unless the District Engineer authorizes the use of overtime or legal holiday time, in advance and in writing. (4) The District Engineer shall retain the right to be in attendance to inspect all bids and change orders. Any extra work or charges during construction for which reimbursement is sought shall be justified and documented. Except in the case of an emergency, any such charges shall be approved by the District Engineer in advance and in writing. In the case of an emergency, any such charges may be authorized by the District Engineer if the developer provides adequate justification that an emergency existed and that the extra work or charges incurred were reasonable. Said justification shall be provided within a reasonable time after the emergency ends and prior to reimbursement for any such charges.
(5) No permits shall be issued and no work shall commence until the developer and the District Administrator have executed an Acquisition and Shortfall Agreement for the improvements to be constructed.
(6) The developer shall maintain certified payroll records for all labor costs incurred on all CFD reimbursable work for a minimum period of four (4) years from the issuance of the Notice of Completion. Said payroll records shall be made available to the CFD or any state regulatory agency for review, audit, inspection or copying upon request.
(7) Developer shall indemnify and hold the City and the CFD harmless for ensuring that the project is bid and constructed in accordance with City and CFD standards, and in compliance with all applicable local, state and federal laws. Developer shall also #5..
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indemnify and hold the City and the CFD harmless for any damages, claims or actions arising out of said construction activities in a form approved by the City Attorney and the Risk Manager.
(8) Developer may be reimbursed for design costs incurred prior to the execution of an Acquisition and Shortfall Agreement for completed and accepted, CFD-funded facilities as determined and approved by the CFD Administrator and the CFD Engineer.
ii) In retaining construction contractors for work which is reimbursable by a City of Modesto CFD and where the construction costs of the Acquisition and Shortfall Agreement (or other similar agreement) with the CFD are $300,000.00 or greater, the developer shall abide by the following bid process:
ii) In retaining construction contractors for work which is reimburseable by a City of Modesto CFD and where the construction costs of the Acquisition and Shortfall Agreement (or other similar agreement) with the CFD are $300,000.00 or greater, the developer shall abide by the following bid process:
(1) Using a bid package approved by the City, the developer shall advertise for bids in the appropriate newspapers and periodicals, including but not limited to the local Builders Exchange and the Modesto Bee. Bid opening shall be no sooner than 7 days after the initial publication.
(2) The bid package shall include, and be based upon, improvement plans as stamped approved by the City Engineer or his or her designee (“City Engineer”), and the Community Facilities District Engineer or his or her designee (“District Engineer”). The bid package may not contain any alterations, deviations or exceptions to the improvement plans, unless the alteration, deviation or exception is approved in writing by the District Engineer and is advertised for a reasonable period prior to the bid opening.
(3) The developer shall only accept bids using a bid proposal form approved by the City. The developer shall ensure that copies of the form are made available to prospective bidders at a local business office located within Stanislaus County during reasonable business hours throughout the bid advertising period.

Contractors interested in submitting sealed bids for the project will be directed to do so on the approved form and at a specific date and time (e.g., at 9 a.m. on February 1, 2004, at the developer’s place of business). At this specified time, the District Engineer may be in attendance to receive the bid packages. (4) The bid packages will be opened immediately after the close of the specified time period. The bid opening shall be open to the public and may be in the presence of the District Engineer. All bids will be publicly announced at the bid opening.

The developer will then begin the process of executing a contract with the lowest responsible bidder.

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written request must be submitted to the District Engineer. The District Engineer may allow this if the developer can provide adequate justification. (5) The developer shall insure that all contractors and subcontractors are licensed in accordance with sections 7000 through 7145 inclusive, of the California Business and Professions Code and maintain adequate insurance for any work or services performed.
(6) In accordance with California Labor Code section 1770, developer shall require the payment of prevailing wages based on the rates determined by the California Director of Industrial Relations. Unless otherwise directed by the District Engineer, Developer’s construction schedule shall provide adequate time for completion of the work such that no holiday or overtime labor shall be required.

The CFD shall not reimburse developer for any labor costs which exceed the normal and customary straight time rates as described in the City of Modesto General Provisions, Section 4.19, for the work performed unless the District Engineer authorizes the use of overtime or legal holiday time, in advance and in writing.
(7) The District Engineer shall retain the right to be in attendance to receive the bid package, or to inspect all bids and change orders. Any extra work or charges during construction for which reimbursement is sought shall be justified and documented. Except in the case of an emergency, any such charges shall be approved by the District Engineer in advance and in writing. In the case of an emergency, any such charges may be authorized by the District Engineer if the developer provides adequate justification that an emergency existed and that the extra work or charges incurred were reasonable. Said justification shall be provided within a reasonable time after the emergency ends and prior to reimbursement for any such charges.
(8) No permits shall be issued and no work shall commence until the developer and the District Administrator have executed an Acquisition and Shortfall Agreement for the improvements to be constructed.
(9) The developer shall maintain certified payroll records for all labor costs incurred on all CFD reimbursable work for a minimum period of four (4) years from the issuance of the Notice of Completion. Said payroll records shall be made available in an electronic format to the CFD or any state regulatory agency for review, audit, inspection or copying upon request.
(9) The developer shall maintain certified payroll records for all labor costs incurred on all CFD reimbursable work for a minimum period of four (4) years from the issuance of the Notice of Completion. Said payroll records shall be made available to the CFD or any state regulatory agency for review, audit, inspection or copying upon request.
(10) Developer shall indemnify and hold the City and the CFD harmless for ensuring that the project is bid and constructed in accordance with City and CFD #5..
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standards, and in compliance with all applicable local, state and federal laws.

Developer shall also indemnify and hold the City and the CFD harmless for any damages, claims or actions arising out of said construction activities in a form approved by the City Attorney and the Risk Manager.
(11) Developer may be reimbursed for design costs incurred prior to the execution of an Acquisition and Shortfall Agreement for completed and accepted, CFDfunded facilities as determined and approved by the CFD Administrator and the CFD Engineer.
k) Designation of Spokesperson. The applicant(s) owners requesting preparation of a petition for formation of a CFD, if more than one, shall designate a spokesperson for all of them. The applicants’ spokesperson shall be responsible for the following. (1) Advising joint applicants to contact him or her for answers to their questions concerning CFD matters.
(2) Contacting appropriate City representatives to obtain answers to such questions as he or she is unable to answer. The appropriate City representatives are the members of the CFD Formation Group.
(3) Informing joint applicants that any estimated cost figures supplied to them prior to the estimate contained in the public report, as preliminarily approved by the CFD Formation Group, must not be relied upon as necessarily precise. l) Additional Advances. It is the policy of the City that applicants with properties improved through CFD proceedings pay all City and associated costs of such proceedings and other costs incurred in advance of CFD formation, or, in the case of the sale of bonds, before any bonds are sold. Therefore, with respect to all developer-initiated applications, if actual City costs exceed the amounts estimated below, the applicant will be required to advance additional monies to pay all costs incurred or to be incurred. Any failure to do so within ten (10) days of provision of written demand by the CFD Formation Group will be grounds for immediate termination of all activities by the CFD Formation Group, and by the consultants, if any, retained by the CFD Formation Group for the purpose of bond financing.
m) Boundary Map. A boundary map for each proposed CFD must be provided with the application. The boundary map should be provided in the following formats:
(1) 18” x 26” Mylar
(2) 8 ½ x 11” paper
(3) PDF
Assessor’s parcels maps may be compiled on which the project boundary and other required information are shown. The map must identify all Assessor’s parcels within the project boundary and the boundary of the area being annexed must follow existing parcel lines. The map must be certified by a licensed civil engineer. The CFD number to be included in the #5..
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map title and page numbers may be obtained from the CFD Formation Group. n) Registered Voter/Property Owner Certification. Any CFD election will be voted upon by property owners (one vote per acre) so long as there are fewer than twelve (12) registered voters residing within the proposed CFD area. The CFD Formation Group will not process registered voter elections absent special arrangements with the CFD proponent. Each of the property owners must designate a single proxy to cast their ballot. The civil engineer for the CFD applicant must verify the number of registered voters within the project and list all property owners showing APN and number of acres. The civil engineer must then file a certification suitable to the CFD Formation Group as part of the application package. This certification must be made within ninety (90) days prior to the hearing on the resolution of formation for the CFD.
o) Waiver and Consent. The qualified electors (property owners) must file a waiver and consent document suitable to the CFD Formation Group waiving some of the statutory election requirements, particularly the time lines. With this waiver, the election may take place sooner than otherwise.
p) Fiscal Feasibility Report. Prior to the formation of a CFD, a fiscal feasibility report may be required if a portion of the land within a CFD is substantially undeveloped. The report shall be prepared by or at the direction of the CFD Formation Group. All costs for preparing this report shall be borne by the applicant.
q) Special Taxes and Assessments. The projected special tax, when added to the ad valorem property tax and other direct and overlapping debt for the proposed CFD (including other benefit assessments, special taxes levied for authorized but unissued debt, and any other anticipated special assessments, taxes or charges which may be included on a property owner’s annual property tax bill), shall not exceed two (2%) percent of the projected assessed value of each improved parcel within the CFD. A backup special tax may be required to protect against changes in land use that may result in insufficient annual special tax revenues.
r) Special Tax Formula. The maximum special tax submitted to the qualified voters of the CFD shall not exceed one (1%) percent of the projected assessed value of the developed properties at the time of full build out of CFD formation. Furthermore, the total of the following shall not exceed two (2%) percent of the projected assessed value of the subject properties
(1) Ad valorem property taxes levied by the City.
(2) Voter approved ad valorem taxes levied by the City in excess of one (1%) percent of the assessed value.
(3) Special taxes levied by any existing CFD for the payment of bonded indebtedness or ongoing services.
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payment of bonded indebtedness or services.
(5) The maximum special tax for the proposed CFD.

The maximum special tax formula shall adhere to the following requirements:

1. The maximum special tax shall be established when a developed parcel is first subject to the tax and shall include the annual administrative costs to the City to administer the CFD.

2. Concerning that portion of the tax restricted to generating funds for maintenance of facilities, the special tax formula shall not include escalator rates allowing annual tax increases above four (4%) percent per year for developed parcels.

3. The City shall have discretion to allow a special tax in excess of the two (2%) percent maximum tax burden limits for any commercial or industrial lands within the CFD.

4. Concerning that proportion of the tax restricted to generate funds for the payment of debt service, the special tax formula shall not include escalator rates allowing annual tax increases above two (2%) percent. s) CEQA Compliance. The CFD Formation Group shall be responsible for compliance with the California Environmental Quality Act with respect to each CFD formation analyzed or completed by it.
t) Based on substantial evidence presented to the City Council, it is determined that advance deposits in the following sums must be received in all cases, whether reimbursable or not, prior to an applicant’s application for a CFD being deemed complete by the CFD Formation Group.
(1) CFD is to be created at applicant's request and where bonds are issued - $64,500.00.

The Developer shall make additional advances to the City within ten (10) business days following receipt from the City of a request for an additional advance to cover the costs referred to herein. In lieu of the Developer providing the required deposit, the City Council may approve inter-fund loans from the General Fund for the cost of formation for CFDs that pursue bond financing. The City will be reimbursed for all formation costs at the time that the CFD bonds are issued. The inter-fund loan may not exceed $150,000 per application and shall accrue interest at a rate equal the actual return earned by the City’s investment portfolio during the 12-month period immediately preceding the date the inter-fund loan is made. (1) CFD is to be created at applicant's request and where bonds are issued - $64,500.00. The Developer shall make additional advances to the City within ten (10) days following receipt from the City of a request for an additional advance to cover the costs referred to herein. In lieu of the Developer providing the required deposit, the City Manager, in his or her discretion, may approve inter-fund loans #5..
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from the General Fund for the cost of formation for CFDs that pursue bond financing. The City will be reimbursed for all formation costs at the time that the CFD bonds are issued. The inter-fund loan may not exceed $150,000 per application and shall accrue interest at a rate equal the actual return earned by the City’s investment portfolio during the 12-month period immediately preceding the date the inter-fund loan is made.
(2) A CFD is to be created at applicant's request and where bonds are not to be issued - $64,500.00. The Developer shall make additional advances to the City within ten business (10) days following receipt from the City of a request for an additional advance to cover the costs referred to herein.
(2) $64,500.00. The Developer shall make additional advances to the City within ten (10) days following receipt from the City of a request for an additional advance to cover the costs referred to herein.
(3) In In the case of the creation of a “simple” annexation to an existing CFD, which does not require the preparation of a new public report, or the alteration of an existing Public Report or modification of any other CFD-related document for the existing CFD, and the annexation does not involve the sale of bonds - $9,500.00.

The Developer shall make additional advances to the City within ten (10) business days following receipt from the City of a request for an additional advance to cover the costs referred to herein.the case of the creation of a “simple” annexation to an existing CFD, which does not require the preparation of a new public report, or the alteration of an existing Public Report or modification of any other CFD-related document for the existing CFD, and the annexation does not involve the sale of bonds - $9,500.00. The Developer shall make additional advances to the City within ten (10) days following receipt from the City of a request for an additional advance to cover the costs referred to herein.
(4)(3) In the case of the creation of a “complex” annexation to an existing CFD, which requires an amendment to or modification of a Public Report or other CFDrelated document, and the annexation does not require the sale of bond - $20,500.00.

The Developer shall make additional advances to the City within ten (10) days following receipt from the City of a request for an additional advance to cover the costs referred to herein.
(5)(4) In the case of the creation of a “complex” annexation to an existing CFD, which requires an amendment to or modification of a Public Report or other CFDrelated document, and the annexation does not require the sale of bond - $20,500.00.

The Developer shall make additional advances to the City within ten (10) business days following receipt from the City of a request for an additional advance to cover the costs referred to herein.In the event that a "registered" voter election is required, an additional amount over and above the previously mentioned fees may be incurred.

The City Clerk will estimate the minimum time and material costs pertaining to such an election based on the facts known at the time the election becomes necessary, and payment of the estimated sum shall be required prior to initiation of such an election. #5..
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(6)(5) In the event that a "registered voter" election is both required and results in the nonformation/nonannexation of the subject CFD, the above-referenced fees and costs will not be refundable to the applicant save and except those amounts advanced by the applicant which are in excess of those obligated for the CFD Formation Group formation/annexation costs, consulting fees and other related expenses.
u) Resolution of Intention. When a CFD application and all related documents have been completed, the appropriate fee has been paid, and the CFD Formation Group has agreed to place the matter of the formation/annexation of the pertinent CFD before the City Council, the vehicle for such placement shall be the "Resolution of Intention" as required by the Act.

The City Council vote on the Resolution of Intention shall also be the City's final determination on the application. If the Resolution of Intention is approved, the CFD Formation Group will undertake the necessary steps to complete formation/annexation of the CFD, including, but not limited to, completion of appropriate contracts, legal documentation, bond documents, project schedule, and other pertinent items. v) Fiscal Year Planning. In the event that the fiscal year in which a CFD is commenced ends during the formation of the CFD, the Finance Department of the City shall carry forward any unused CFD funds to the next fiscal year in order to facilitate a smoothly continuous CFD formation/annexation process, and to permit prompt payment of ongoing expenditures.
w) Fiscal Authority. The CFD Formation Group has the inherent authority to receive and to appropriate CFD revenue and to direct the Finance Department of the City of Modesto to establish a new fund for each new CFD formation/annexation. 4) Terms and Conditions of Bonds.
a) All terms and conditions of bonds shall be established by the City. The City will control, manage and invest all CFD issued bond proceeds. Unless otherwise authorized by the City, the following shall serve as bond requirements:
(1) A debt service reserve fund equal to an amount not less than ten (10%) percent of the bond issue's par value, subject to federal tax regulations will be established. (2) The special taxes shall be levied for the first fiscal year following sale of the bonds for which they may be levied. Unless otherwise agreed to by the City, interest shall not be funded (capitalized) beyond the earliest interest payment date for which sufficient special tax revenues will be available for payment of interest. (3) Beginning with the commencement of the repayment of principal, annual debt service may be level or may escalate up to a maximum of two (2%) percent per year. #5..
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(4) The maximum special tax shall be established to assure that the annual revenue produced by levy of the maximum special tax shall be equal to at least one hundred ten (110%) percent of the average annual debt service.
(5) The initial maximum annual administration requirement shall be no more than two (2%) percent of the par amount of the bonds but may escalate up to a maximum of two (2%) percent per year.
(6) Prior to the issuance of bonds, the City shall authorize its Bond Counsel to commence and process to final judgment an action establishing the validity of the proceedings, special tax and issuance of bonds, unless advised to the contrary by such Bond Counsel.
(7) In instances where multiple series of bonds are to be issued, the City shall make a final determination as to which public facilities are of the highest priority and those public facilities which will be financed first, pursuant to funding availability and the proposed timing of facilities development, and will be subject to the earliest or most senior lien except, when concerning land-secured financings if the City and applicant agree separately.
(8) The City may require that each new CFD bond issue refund any prior issues, if they exist on properties included in the CFD, in order to avoid subordinated liens.

Instances where prior issues may not require refunding are:
(a) Where refunding of prior issues will result in higher interest costs; (b) Where there can be assurance that prior liens may pose no marketing problems for the new CFD bonds; or
(c) Where refunding of prior issues may present future administrative difficulties to the City or other affected public entities.
b) Security and Credit Enhancement.
(1) Financial Plan. Prior to City Council approval of the CFD, the applicant must submit a financial plan which demonstrates to the City’s satisfaction the applicant’s ability to pay all assessments and/or special taxes through build out of the project. (2) Credit Enhancement. In general, where credit enhancement is required for the bond issue as a whole, in the opinion of the City, the applicant shall provide such enhancement in such form as is approved by the City and the underwriters. Such enhancement may, for example, be required in cases where the value-to-lien ratio for property within the CFD is sufficient, and may take the form of letter of credit, policies of insurance, or other vehicles.
(3) Letter of Credit Requirements. In general, the following requirements apply to letters of credit.
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(a) The term shall be at least one (1) year, with automatic renewal unless canceled in writing by City.
(b) The amount the applicant is required to post shall be determined by the City. (c) The letter of credit must be posted with the City in final form, properly authorized and executed, prior to Council authorization to issue bonds for the CFD. Irrevocable credit commitments, commitment letters, in-lieu letter of credit guarantee forms, or other similar instruments, will not be accepted. (d) The letter of credit shall be irrevocable, and issued for the benefit of the City. (e) The issuer of any Letter of Credit or other credit enhancement shall be a bank legally operating within the State of California, and which has a Thompson Bank Watch rating of “C” or higher, or an equivalent rating by any other nationally recognized financial institution rating agency, and whose letters of credit are deemed marketable by the City for public financing purposes. (f) The City reserves the right to consider other forms of credit enhancement or bond guarantee which are determined by the City, in its sole discretion, to be a lawful and adequate substitute for a letter of credit.
c) Value-to-Lien Ratios.
(1) If the value-to-lien ratio is 3:1 or greater for the entire CFD and if there is a value-tolien ratio of 3:1 on at least ninety (90%) percent of vacant land in the CFD, the City may not require letters of credit or other security to secure payment of the special taxes to be levied annually on properties within the CFD. (2) If the value-to-lien ratio is less than 3:1 for the CFD as a whole or on at least ninety (90%) percent of vacant land in the CFD, the City may require either letters of credit or other security (assigned deposits, deposits to escrow) to secure payment of the special taxes/special assessments on properties within the CFD or may elect to abandon the CFD.
d) Market Absorption Study. The City in its discretion may require and may employ a consultant for the purpose of conducting a market absorption study. The study, if required, shall include and estimate the total number of units, land uses and rate of absorption, and will be used as a basis for verification that sufficient revenues can be generated, and to determine if the financing of the infrastructure and public facilities is appropriate given the projected level and pace of development.
e) Disclosure Requirements. The applicant shall be responsible for compliance with all applicable federal and state statutory disclosure requirements, as well as any additional City requirements, in transactions with purchasers of properties with the CFD. #5..
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f) Continuing Disclosure. The developer will comply with federal and State securities laws and SEC Rule 15c 2-12 requirements concerning secondary market disclosure as those requirements are interpreted by the City and its counsel. g) Refunding. The City will analyze outstanding bond issues for refunding opportunities. In addition, the City will accept refunding proposals from underwriting firms and financial advisors which the City will then analyze and verify. The City will refund outstanding bond issues if:
(1) The refunding will generate at least five (5%) percent net present value savings; or (2) There is another reason the City determines is compelling enough to complete a refunding (e.g. for the purpose of changing onerous legal requirements in a previous bond indenture or resolution).
h) Credit Quality to be Required of Bond Issues.
(1) Debt Service. Except for commercial or industrial property financings with no residential components, debt service shall be substantially level throughout the life of the bond issue or shall escalate at a rate generally not greater than two (2%) percent per year. Phased bond issuance shall not result in increased debt service to existing residential homeowners. Unless determined to be specifically required, debt service shall not exceed thirty (30 years) from the date of bond issuance. (2) Bond Redemptions. Maximum redemption premiums shall not exceed three percent (3%). Call protection provisions shall not exceed ten (10) years and no provision shall be made to restrict the ability of the City to refund any bond issue.

Consideration shall be given to allowing redemption of bonds at par (without premium) with surplus construction funds, or from the prepayment of the special tax. Provision shall be made to allow the City to purchase bonds on the open market at par plus accrued interest, in lieu of redemption of bonds. (3) Reserve Funds. A reserve fund shall be required (unless specifically exempted for cause) for every land-secured financing. The City will consider the substitution of other security, such as a letter of credit, for monies in the reserve fund. The reserve fund will be sized by the City with the advice of the financing team, and, for taxexempt financings, will not exceed the maximum prescribed by applicable federal tax law. Reserve fund earnings beyond maximum reserve fund size should be used to credit debt service and may be used to pay applicable rebate obligations under federal tax law. (The City may also determine to permit such reserve fund earnings to be transferred to the construction fund until the project is completed.) (4) Capitalized Interest. The City, with the advice of the financing team, will determine, on a case by case basis, the amount of capitalized interest for a particular financing. The amount of such interest will be determined based on factors such as the length of the construction period, the earliest date upon which tax roll collection may commence and the amount such interest will add to the total amount of the #5..
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financing, taking into account the restrictions on value to lien expressed herein, the ability of the owner(s) to defray the debt service, and applicable provisions of the Act.
(5) Foreclosure Covenants. Every land-secured financing bond issuance document shall provide for the judicial foreclosure of delinquent payments of assessments or special taxes. Such covenants may vary with the particular financings, but shall at the minimum generally provide for the institution of foreclosure not more than 150 days from April 10 of a calendar year and shall authorize the City Attorney or delegate thereof to commence foreclosure without further Council action upon notification of a delinquency. Provision may be made to allow deferral of foreclosure in the event the City advances funds to the reserve fund to maintain any specific reserve requirement.
(6) Discounts. In competitive bond sales, the amount of discount shall be determined by the City with the advice of its financial advisor. In negotiated sales, it shall be the burden on the underwriter to justify its discount as competitive and such justification must take into account any other compensation being paid to the underwriter.

Original issue discount will be allowed if it results in a lower true interest cost and will not adversely affect the ability to construct the public improvements. i) Information to Property Owners.
(1) Prospective Purchasers. The Director of Finance, or his/her designee shall be responsible for providing notice of special tax to prospective property owners pursuant to Section 53340.2 of the Act and, upon request of an applicant, or its agent or representative, information in order for such applicant, agent or representative to comply with Section 53341.5 of the Act.The Director of Finance shall be responsible for providing notice of special tax to prospective property owners pursuant to Section 53340.2 of the Act and, upon request of an applicant, or its agent or representative, information in order for such applicant, agent or representative to comply with Section 53341.5 of the Act. (1)
(2)
(3)(2) Existing Lenders. The City may require the consent of the existing deed of trust holders in any CFD to be formed by landowner (rather than registered voter) approval.
j) Criteria for Evaluating the Equity of the Special Tax Formula.

The proposed rate and method of apportionment shall comply with the following criteria:
(1) The rate and method of apportionment generally shall not provide for an annual increase in the maximum special tax for any classification. However, under limited circumstances an increase in the maximum special tax will be permitted, not to exceed two percent (2%) annually. As a general rule, escalation of the maximum annual special tax will be allowed when bonds are to be sold in several series over an #5..
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extended period of time.
(2) The total projected annual special tax revenues, less estimated annual administrative expenses, must exceed the projected annual gross debt service on the bonds by ten percent (10%). In structuring the special tax, projected annual interest earnings at current passbook savings rates on bond reserve funds may also be included as revenue for the purpose of this calculation. Reserve fund interest earnings credit in excess of the foregoing will only be permitted if an investment agreement, satisfactory to the City, is secured at the time any bonds are sold and delivered. (3) The projected annual tax revenues shall include reasonable annual administrative expenses and other direct costs to the CFD.
(4) All property not otherwise statutorily exempted or owned (or to be owned) by a public entity shall bear its appropriate share of the special tax liability. (5) The special tax shall be allocated and apportioned on the basis of reasonableness to all categories and classes of property receiving general or specific benefit within the CFD.
(6) A formula to prepay the special tax shall be considered. (7) The projected ad valorem property tax and other direct and overlapping debt for the proposed CFD (including estimated CFD charges, projected benefit assessments, levies for authorized but unissued debt and any other anticipated municipal charges which may be included on a property owner's annual tax bill), including the proposed maximum special tax, should not exceed two percent (2%) of the anticipated assessed value of each improved parcel upon completion of the public and private improvements. Any deviations from the foregoing will not be permitted unless specifically recommended by the CFD Formation Group and approved by the City Council.
(8) The special tax formula shall be structured to produce sufficient annual special tax revenue to pay annual debt service, administrative expenses, and "pay as you go" programs funded by the CFD special tax. To the extent a special tax is to be levied to pay for services, it should be separate from the special tax to pay for facilities. (9) The special tax formula shall be such that once the total special tax need is known, and the status of all properties within the CFD relative to that formula are known, the special tax on each parcel is determined purely by the application of the formula without the exercise of discretion on the part of any person. k) Criteria for the Sale of Bonds.

In order to ensure the long-term security of any bonds sold as the result of the formation of a CFD, the following policies shall be followed:
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(1) The ratio of the appraised value of the land to the value of the proposed bond issue, and any other overlapping debt, shall not be lower than 3-to-1 unless authorized by the City Council with specific findings in accordance with the Act. (2) Market absorption studies may be required at the City's discretion to determine if the financing of the infrastructure and public facilities is appropriate given the projected level and pace of development. The study may also be required by the appraiser for use in the appraisal process. The City will employ any market-absorption consultant. (3) All terms and conditions for the sale of bonds shall be established by the City. l) Continuing Disclosure. By being allowed to participate for a Mello-Roos proceeding, each owner of land therein must be willing to provide information deemed by the City and its financing team to be needed in order for the City and the underwriter to comply with applicable Federal and State securities laws, including continuing disclosure requirements imposed by S.E.C. Rule 15c 2-12.
m) The Appraisal Process. Appraisals undertaken to establish value-to-lien ratios for landsecured financings can be complex, requiring the appraiser to interpret the significance of various financial and demographic data. Because an appraisal essentially is an appraiser’s opinion of value, the City requires that the appraiser be qualified to render this opinion. (1) Credentials. The appraiser will be credentialed by the State of California Office of Real Estate Appraisers and be a member of the Appraisal Institute (MAI) or have similar training, experience and qualifications.
(2) Independence. The appraiser will be an independent contractor retained by the public agency, rather than a land owner/developer.
n) The Appraisal Problem. The appraiser will begin each assignment by defining the appraisal problem - that is, succinctly stating the objective of the appraisal. The statement of the appraisal problem will identify (1) the property rights to be valued, (2) the operative definition of value, and (3) the date of the value estimate. (1) Property Rights to be Valued. Appraisals undertaken to establish value-to-lien ratios in CFDs and assessment districts will value the fee simple estate within the established district and subject to the special tax or assessment lien. (2) Definition of Value. Appraisal undertaken to establish value-to-lien ratios in CFDs and assessment districts will estimate the market value of the subject property. The market value estimate will be the bulk sale value for all vacant properties - both unimproved properties and improved or partially improved but unoccupied properties. The bulk land value will include the property within the district as it is currently entitled with all appropriate zoning and in its current state of development, the value of the improvements to be financed with the proposed bond issue, if any, and the value of other improvements to be financed with any other cash escrow or security whose cash value is entirely controlled by the City. Paragraph O, which #5..
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follows, provides those valuation methods the City will allow an appraiser to use to estimate the bulk sale value.
(3) Date of the Value Estimate. The date of the value estimate should clearly be identified in the appraisal report. The period between the date of the appraisal and the financing should be no more than four months, to accurately represent land values to prospective investors.
o) Valuation Methods. The first three valuation methods discussed below - the Sales Comparison Approach to Value, the Cost Approach to Value, and the Income Capitalization Approach to Value - form the core of modern real estate appraisal practices. These valuation methods are appropriate for conventional appraisal assignments involving improved real property, but are less well-suited to the valuation of unimproved land.

Appraisals of unimproved CFDs and assessment districts will additionally employ a Discounted Cash Flow (DCF) analysis based upon the bulk land value of the property appraised, the fourth valuation method discussed in this section. This section concludes with a brief discussion of Mass Appraisal techniques and an assessed value approach alternative. An appraisal may include more than one appraisal method, depending on the status of the project.
(1) Sales Comparison Approach to Value. The Sales Comparison Approach to Value offers the best indication of the market value of the subject property, because it is based on actual sales data. This methodology is appropriate for most improved properties, but the absence of comparable sales data usually constrains its application to appraisals of unimproved CFDs and assessment districts. The Sales Comparison approach, however, provides the analytical basis for estimating a future retail value of presently unimproved properties which may be incorporated into a Discounted Cash Flow analysis.
(2) Cost Approach to Value. The Cost Approach to Value is not appropriate for appraisals undertaken to establish value-to-lien ratios in CFDs and assessment districts. Cost does not create value. The Cost Approach may be useful, however, for adjusting for physical differences between properties under the Sales Comparison Approach. Sales Comparison appraisals can be adjusted to reflect infrastructure differences between different projects.
(3) Income Capitalization Approach to Value. The Income Capitalization Approach to Value is appropriate for retail value calculations of income-producing properties.

It also may be appropriate for estimating the future retail values of incomeproducing properties for use in a Discounted Cash Flow analysis. (4) Discounted Cash Flow Analysis. Discounted Cash Flow Analysis is appropriate for bulk sale valuations of unimproved properties and improved or partially improved but unoccupied properties. Discounted Cash Flow valuations should rely on an absorption study to estimate how quickly properties can be developed and sold or leased to end users. The expense of converting raw land to finished product or improved lots must be deducted from gross cash flow to derive net cash flow #5..
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Economic Development CommitteeApril 4, 2022

Economic Development Committee
April 4, 2022