Modesto City Council
April 12, 2022

based system. The effort was successful, with 70% of tree maintenance completed on a programmed basis.

Since 1980, Modesto’s population has doubled, and with an aging tree canopy, years of drought and rising operational costs have made it increasingly difficult to maintain tree maintenance goals, while simultaneously responding to rising public requests for on-demand tree services.

Although the City has written a Street Tree Maintenance Plan, the plan has not been updated for over twenty years. As a result, the plan is in need of an update to incorporate current industry standards. In addition, the City does not have a long-term tree management plan, also known as an Urban Forest Master Plan (UFMP)2, which is typically developed incorporating a considerable amount of citizen input, and under the direction of recognized industry professionals.

On July 14, 2021, staff submitted a concept proposal to the California Department of Forestry and Fire Protection (CALFIRE) for their Modesto UFMP. The original concept included planting of trees, creation of an UFMP, up-to-date tree inventory, Tree Canopy Assessment and Geographic Information System (GIS) Mapping of the City’s trees.

On October 6, 2021, staff was notified that CALFIRE had accepted our Concept Proposal and that we were now to prepare the 2021/2022 Urban and Community Forestry Grants – Project Application Form.

On December 20, 2021, Forestry submitted to CALFIRE the Project Application Form. Included in this Project Application were the following:
 Planting of 225 Trees within the City of Modesto
 Public Tree Inventory - Documentation of approximately 100,000 street trees  Resource analysis of its current tree inventory
 Implementation of i-Tree Software
 Purchase of four Tablets for use with i-Tree Software On February 3, 2022, CALFIRE notified the City of Modesto that the project “City of Modesto Urban Forest Management Project (21-UF-MGMT-004)”3 has been selected for funding in the 2021/2022 fiscal year.

DISCUSSION:

The execution of this agreement will allow the City of Modesto, Forestry Division to start the consultant selection process of their UFMP by completing the Public Tree Inventory and setting up the i-Tree Software database. Once a consultant is selected through the selection process, staff will return to Council for approval of the consultant agreement. In order to complete the UFMP, the Forestry Division will need funding to do the following work:
2 An Urban Forestry Master Plan (UFMP) is a document that will guide urban forestry in the City of Modesto to maximize long-term benefits of urban trees for the community and to ensure that urban forest management aligns with the City’s Strategic Plan.
3 CalFire Urban and Community Forestry Grant Programs: https://www.fire.ca.gov/grants/urban-and-communityforestry-grant-programs/ #8..
- 128 -
City Council, April 12 2022
CALFIRE Urban and Community Forestry California Climate Investments (CCI) Grant Program

 Land Cover Assessment
 Background/Operations Review
 Community Engagement/Presentations
FISCAL IMPACT:

Per Cal-Fire requirements, the total project cost must include a minimum 25% of match costs.

The approved project through CALFIRE includes grant funding in the amount of $557,420 with the 25% matching funds for the City of Modesto in the amount of $186,033. The local match will be coming from existing budget that has already been programmed in the Green Waste Funds operating budget in FY 2021-22.

The matching funds will be met through the in-kind costs of City staff and equipment as listed below along with the purchase of trees, tools, and tablets for this project. The approved project funded through CALFIRE includes the initial City Tree Inventory of 100,000 City Trees, TreeKeeper Software and Support. As you can see below, the grant will not fully fund this work.

This amount has been added to the Matching Costs (in-kind contributions) that would need to be funded by the City.

Direct Costs (CALFIRE)
Description Costs
City Tree Inventory $585,250
TreeKeeper Software & Support $12,800
Resource Analysis $6,553
Total $604,603
Grant Funding $557,420
Balance of Direct Costs $47,183
Matching Costs (in-kind)
Description Costs
Director, City Arborist, Supervisor, Crewleader $63,132 Administrative Analyst $1,420
Maintenance Workers (3) $15,201
IT Support $717
Supplies (Trees, tools, tablets, etc.) $43,058
Equipment $15,322
Total $138,850
Balance from Direct Costs $47,183
Total Matching Funds $186,033
The City will be the financial agent that houses the grant funding for the consultants’ work, and therefore may have to front the cost for a few months prior to being reimbursed by CALFIRE.

The project shall not commence until grant funding has been awarded. Once grant funding is awarded by CALFIRE, City staff will work with the Finance Department to establish the creation of the project and recognize the grant funding revenue. #8..
- 129 -
City Council, April 12 2022
CALFIRE Urban and Community Forestry California Climate Investments (CCI) Grant Program

Committee Recommendation:

Due to the timing to submit the agreement, this item has not been reviewed by Council Committee.

Staff Recommendations:

Resolution approving a grant agreement with California Department of Forestry and Fire Protection (CALFIRE) Urban and Community Forestry California Climate Investments Grant Program in the amount of $557,420 for a four-year period for completion of the Urban Forest Management Plan, and authorizing the City Manager, or his designee, to execute the grant agreement, and all grant related documents.

Approved by:

Bill Sandhu, Director of Public Works
Joseph P. Lopez, City Manager
Attachments:

1. Resolution

2. Agreement

3. CALFIRE Award Letter
#8..
- 130 -

MODESTO CITY COUNCIL
RESOLUTION NO. 2022 –XX

RESOLUTION APPROVING A GRANT AGREEMENT WITH CALIFORNIA

DEPARTMENT OF FORESTRY AND FIRE PROTECTION (CALFIRE) URBAN AND

COMMUNITY FORESTRY CALIORNIA CLIMATE INVESTMENTS GRANT
PROGRAM IN THE AMOUNT OF $557,420 FOR A FOUR-YEAR PERIOD FOR

COMPLETION OF THE URBAN FOREST MANAGEMENT PLAN, AND

AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE THE

AGREEMENT AND ALL GRANT RELATED DOCUMENTS
WHEREAS, the City of Modesto Forestry Division’s primary purpose is to maintain the City’s extensive urban forest of over 100,000 community trees along streets, in parks, at City facilities, and in right-of-way areas, and
WHEREAS, a secondary purpose of the Division is to provide guidance and assistance to Council in managing, enhancing, and growing Modesto’s community tree resources, including development of objectives for long-range planning to promote sustainability, species diversity, and increased canopy cover, and
WHEREAS, the Division’s Street Tree Plan was developed thirty years ago and requires updating in order to remain in compliance with accepted arboricultural industry standards, and WHEREAS, the City does not have a current Urban Forest Management Plan (UFMP) that would fulfill the Division’s secondary purpose, and WHEREAS, staff applied for and was awarded a grant in the amount of $557,420 in funding from the Department of Forestry and Fire Protection CAL FIRE, and WHEREAS, the grant will also include $186,034 in City in-kind matching costs for staff time assisting the selected consultant firm with grant-related activities, the purchase of trees and planting materials, vehicle and equipment costs, and public outreach workshops.

NOW, THEREFORE, BE IT RESOLVED, by the Council of the City of Modesto that it hereby approves a grant agreement with the California Department of Forestry and Fire #8..
- 131 -
Protection (CAL FIRE) Urban and Community Forestry California Climate Investments Grant Program in the amount of $557,420 for a four-year period for the completion of the Urban Forest Management Plan.

BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to execute the grant agreement and all related documents, in a form approved by the City Attorney.

The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 12th day of April, 2022, by Councilmember ?, who moved its adoption, which motion being duly seconded by Councilmember ?, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST:
_____________________________
DANA SANCHEZ, Interim City Clerk
(SEAL)
APPROVED AS TO FORM:

BY: ___________________________________
JOSE M. SANCHEZ, City Attorney
#8..
- 132 -
STATE OF CALIFORNIA NATURAL RESOURCES AGENCY Gavin Newsom, Governor “The Department of Forestry and Fire Protection serves and safeguards the people and protects the property and resources of California.”

DEPARTMENT OF FORESTRY AND FIRE PROTECTION
P.O. Box 944246
SACRAMENTO, CA 94244-2460
(916) 653-7772
Website: www.fire.ca.gov
March 28, 2022
Mike Hoesch
City of Modesto
501 N. Jefferson St. Bldg 1A
Modesto, CA 95354
8GA21423; City of Modesto, “City of Modesto Urban Forest Management Project” This Agreement cannot be considered binding on either party until approved by appropriate authorized CAL FIRE designee. No services should be provided prior to approval, as the State is not obligated to make any payments on any Agreement prior to final approval. FAILURE TO RETURN ALL DOCUMENTS BY DATE BELOW MAY RESULT IN LOSS OF FUNDING.

Please contact Greg Dion at 559-243-4156 if you have questions concerning services to be performed.

1. 2.

Full grant agreement including terms and conditions, project grant application form, scope of work, budget, map, and other exhibits enclosed. Please sign, scan, and return the agreement to Kevin Haran at [email protected] no later than Aprill 11, 2022.

Alternatively, you may opt to print (single sided), sign in blue ink, and return the agreement with original signature to:

CAL FIRE
Attn: Grants Management Unit/UCF Grants
P.O. Box 944246
Sacramento, CA 94244-2460
In order to expedite your agreement, a scanned/electronic signature copy of the agreement is preferred.

Enclosed for your record is one fully executed copy of the agreement referenced above. When billing for services performed under this agreement, your invoices must reference the agreement number above and be submitted to the contract manager.

Thank you,
Kevin Haran
Grants Analyst
Grants Management Unit
CC: Larissa Frees
Walter Passmore
Greg Dion
Colin Highlands
Enclosures
#8..
- 133 -
State of California
Department of Forestry and Fire Protection (CAL FIRE)
Resource Management

GRANT AGREEMENT
APPLICANT: City of Modesto
PROJECT TITLE: City of Modesto Urban Forest Management Project GRANT AGREEMENT: 8GA21423
PROJECT PERFORMANCE PERIOD is from Date Upon Approval through March 30, 2026.

Under the terms and conditions of this Grant Agreement, the applicant agrees to complete the project as described in the project description, and the State of California, acting through the Department of Forestry & Fire Protection, agrees to fund the project up to the total state grant amount indicated.

PROJECT DESCRIPTION: City of Modesto plans to plant 225 trees. Tree replacement, forest rejuvenation, canopy coverage, public educations, establishing partnerships with local community groups and non-profits, tree protection ordinances will all be implemented. The plan will include a GIS mapping to identify the number of existing trees, their location, and health.

Total State Grant not to exceed $ 557,420.49 (or project costs, whichever is less). *The Special and General Provisions attached are made a part of and incorporated into this Grant Agreement.

City of Modesto

STATE OF CALIFORNIA

DEPARTMENT OF FORESTRY

AND FIRE PROTECTION
Applicant
By By
Signature of Authorized Representative
Title

Title: Matthew Reischman
Deputy Director, Resource Management
Date Date

CERTIFICATION OF FUNDING

GRANT AGREEMENT NUMBER PO ID SUPPLIER ID
8GA21423 0000388335

FUND FUND NAME
0001 General Fund

PROJECT ID
N/A

ACTIVITY ID AMOUNT OF ESTIMATE FUNDING
$ 557,420.49

GL UNIT
3540

BUD REF
0016
ADJ. INCREASING ENCUMBRANCE
$ 0.00
PROGRAM NUMBER ENY ADJ. DECREASING ENCUMBRANCE
2470010 2021 $ 0.00

ACCOUNT
5340580

ALT ACCOUNT
5340580

UNENCUMBERED BALANCE
$ 0.00

REPORTING STRUCTURE
35409503

SERVICE LOCATION
96180
I hereby certify upon my personal knowledge that budgeted funds are available for this encumbrance.

Signature of CAL FIRE Accounting Officer Date
#8..
- 134 -
GRANT NUMBER 8GA21423
City of Modesto
City of Modesto Urban Forest Management Project
1 TERMS AND CONDITIONS OF GRANT AGREEMENT
I. RECITALS

1. This Agreement, is entered into between the State of California, by and through the California Department of Forestry and Fire Protection (CAL FIRE), hereinafter referred to as “STATE” and City of Modesto., hereinafter referred to as “GRANTEE”.

2. The STATE hereby grants to GRANTEE a sum (hereinafter referred to as “GRANT FUNDS”) not to exceed five hundred fifty-seven thousand four hundred twenty dollars and forty-nine cents ($557,420.49).

3. In addition to the terms and conditions of this Agreement, the STATE and GRANTEE agree that the terms and conditions contained in the documents set forth below are hereby incorporated and made part of this agreement. a. California Department of Forestry and Fire Protection 2021/2022 Urban and Community Forestry Program Grant Guidelines
b. California Air Resources Board Greenhouse Gas Quantification Methodology for the Department of Forestry and Fire Protection (CAL FIRE) Urban and Community Forestry Program
c. The submitted Application, Scope of Work, Budget Detail, GHG Emissions Reduction Methodology and Exhibits
II. SPECIAL PROVISIONS

1. Recipients of GRANT FUNDS pursuant to California Public Resources Code Section 4799.06-4799.12 shall abide by the provisions in this Agreement. This includes the requirement that work shall not commence prior to the execution of this Agreement by both parties. Any work started prior to the execution of this Agreement will not be eligible for funding under the terms of this Agreement.

2. As precedent to the State’s obligation to provide funding, GRANTEE shall provide to the STATE for review and approval a detailed budget, specifications, and project description. Approval by the STATE of such plans and specifications, or any other approvals provided for in this Agreement, shall be for scope and quality of work, and shall not relieve GRANTEE of the obligation to carry out any other obligations required by this Agreement, in accordance with applicable law or any other standards ordinarily applied to such work or activity.

3. All informational products (e.g., data, studies, findings, management plans, manuals, photos, etc.) relating to California’s natural environment produced with the use of GRANT FUNDS shall be available for public use. #8..
- 135 -
GRANT NUMBER 8GA21423
City of Modesto
City of Modesto Urban Forest Management Project
2 III. GENERAL PROVISIONS

1. Definitions
a. The term “Agreement” means grant agreement number 8GA21423. b. The term “GRANT FUNDS” means the money provided by the STATE to the GRANTEE in this Agreement.
c. The term “GRANTEE” means an applicant who has a signed Agreement for the award for GRANT FUNDS.
d. The term “Other Sources of Funds” means all matching fund sources that are required or used to complete the Project beyond the GRANT FUNDS provided by this Agreement.
e. The term “STATE” means the State of California, Department of Forestry and Fire Protection (CAL FIRE).
f. The term “Project” means the development or other activity described in the “Project Scope of Work”.
g. The term “Project Budget Detail” as used herein defines the approved budget plan.
h. The term “Project Scope of Work” as used herein means the individual scope of work describing in detail the approved tasks.

2. Project Representatives
The project representatives during the term of the agreement will be:

STATE: CAL FIRE GRANTEE: City of Modesto
Section/Unit: Urban and Community
Forestry
Section/Unit: N/A
Attention: Greg Dion Attention: Mike Hoesch
Mailing Address:
1234 E. Shaw Ave.

Fresno, CA 93710
Mailing Address:
501 N. Jefferson St. Bldg 1A
Modesto, CA 95354
Phone Number: (559) 243-4156 Phone Number: (209) 342-4566 Email Address: [email protected] Email Address:
[email protected]
#8..
- 136 -
GRANT NUMBER 8GA21423
City of Modesto
City of Modesto Urban Forest Management Project
3 Changes to the project representatives during the term of the agreement shall be made in writing. Notice shall be sent to the above representative for all notice provisions of this Agreement.

3. Project Execution
a. Subject to the availability of grant monies, the STATE hereby grants to the GRANTEE a sum of money (GRANT FUNDS) not to exceed the amount stated on Section I. RECITALS, Paragraph 2 in consideration of and on condition that the sum be expended in carrying out the purposes as set forth in the description of the Project in this Agreement and its attachments and under the terms and conditions set forth in this Agreement.
b. GRANTEE shall assume any obligation to furnish any additional funds that may be necessary to complete the Project. Any amendment to the Project as set forth in the Application on file with the STATE must be submitted to the STATE for approval in writing. No amendment is allowed until written approval is given by the STATE.
c. GRANTEE shall complete the Project in accordance with the time of Project performance set forth in this Agreement, unless an amendment has been approved and signed by the STATE under the terms and conditions of this Agreement. Amendments must be requested in advance and will be considered in the event of circumstances beyond the control of the GRANTEE, but in no event less than 90 days from the Agreement expiration date and in no event less than 60 days before the effective date of the amendment. Approval of amendment is at the STATE’s discretion.
d. GRANTEE certifies that the Project Scope of Work complies with all local, State, and federal laws and regulations.
e. GRANTEE shall comply with the California Environmental Quality Act (CEQA) (Public Resources Code, Section 21000, et. seq. Title 14, California Code of Regulations, Section 15000 et. seq.) and all other local, State, and federal environmental laws. A copy of the certified CEQA document must be provided to STATE before any GRANT FUNDS are made available for any Project activity that could directly impact the environment (e.g. cutting, piling or burning bush, masticating, dozer work, etc.). CEQA compliance shall be completed within one (1) year from start date of the Agreement. The start date is considered the date the last party signs the Agreement. GRANT FUNDS will be made available in advance of CEQA compliance for project activities that do not have the potential to cause a direct environmental impact (e.g. project planning, locating and #8..
- 137 -
GRANT NUMBER 8GA21423
City of Modesto
City of Modesto Urban Forest Management Project
4 marking property or project boundaries, contacting and signing up landowners, etc.).
f. GRANTEE shall permit periodic site visits by representative(s) of the STATE to ensure program compliance and that work is in accordance with the approved Project Scope of Work, including a final inspection upon Project completion.
g. GRANTEE, and the agents and employees of GRANTEE, in the performance of this Agreement, shall act in an independent capacity and not as officers, employees, or agents, of the STATE. No person who, as an officer, employee, or agent of the state participated in the preparation or creation of or determination to award this Grant Agreement shall serve as an agent or employee of GRANTEE including but not limited to those acts prohibited by Government Code Sections 1090, and 87100.

4. Project Costs and Payment Documentation
a. Payment by the STATE shall be made after receipt of an acceptable invoice and approval by a duly authorized representative of the STATE.

GRANTEE shall submit an invoice for payment to the CAL FIRE Project Representative of the STATE. A final invoice shall be submitted no later than 30 days after completion, expiration, or termination of this Agreement.
b. For services satisfactorily rendered, and upon receipt and approval of invoices for payment, the STATE agrees to compensate GRANTEE for actual expenditures incurred in accordance with the rates specified herein, which is attached hereto, as Final Project Budget, and made a part of this Agreement.
c. Equipment purchased using GRANT FUNDS, wholly or in part, must be used by the GRANTEE for the project which it was acquired. STATE retains a vested interest in the equipment for the useful life of the equipment, even after completion of the grant. GRANTEE shall provide written disposition of the equipment upon completion of the grant and upon any changes to the disposition of the equipment. Such disposition must be approved in advance by STATE. Equipment purchased using GRANT FUNDS cannot be used as collateral, financed, or sold without prior written approval from the STATE.
d. GRANTEE shall submit, in arrears, not more frequently than once a month, and no less than quarterly, an invoice to the STATE for costs paid by GRANTEE pursuant to this Agreement. Each invoice shall contain the following information: the Agreement number, the dates or time period during which the invoiced costs were incurred, expenditures for the current #8..
- 138 -
GRANT NUMBER 8GA21423
City of Modesto
City of Modesto Urban Forest Management Project
5 invoice and cumulative expenditures to date by major budget category (e.g., salaries, benefits, supplies, etc.), appropriate supporting documentation, project progress reports, and the signature of an authorized representative of GRANTEE as detailed in the Invoice Guidelines of the California Department of Forestry and Fire Protection 2021/2022 Urban and Community Forestry Program Grant Guidelines. e. GRANT FUNDS in this Agreement have a limited period in which they must be expended. All GRANTEE expenditures must occur prior to the end of the Project performance period of this Agreement. f. Except as otherwise provided herein, GRANTEE shall expend GRANT FUNDS in the manner described in the Project Budget Detail approved by the STATE. The dollar amount of an item in the Project Budget Detail may be increased or decreased by up to ten percent (10%) of the budget item through reallocation of funds from another item or items, without approval by the STATE; however, GRANTEE shall notify the STATE in writing in project progress reports when any such reallocation is made, and shall identify both the item(s) being increased and those being decreased. Any increase or decrease of an item of more than ten percent (10%) of the budget item must be approved in writing by the STATE before any such increase or decrease is made. A formal approved amendment is required to increase the total amount of GRANT FUNDS.
g. GRANTEE shall promptly submit any and all records at the time and in the form as the STATE may request.
h. GRANTEE shall submit each invoice for payment electronically to the CAL FIRE Representative identified in Item 2. Hard copy submissions will not be accepted.
i. Notwithstanding any of the provisions stated within this Agreement, the STATE may at its discretion make advance payment from the grant awarded to the GRANTEE if GRANTEE is a nonprofit organization that is located in or providing service to disadvantaged or low-income communities. Advance payment made by the STATE shall be subject to the circumstance and provisions below.

Where hardship circumstances exist for the GRANTEE, the STATE will consider authorizing advance payments. The STATE will consider the following factors in determining whether a hardship situation exists:
• Modest reserves and potential cash flow problems of the GRANTEE including the need for advance funding in order to initiate a project. A justification for advance payment may include #8..
- 139 -
GRANT NUMBER 8GA21423
City of Modesto
City of Modesto Urban Forest Management Project
6 items such as the inability to pay for staff, supplies, administration expenses, and to secure contractors for Project work.

The following guidelines will be applied to advance payments:
• Multiple advance payments may be made to a GRANTEE over the life of a project.
• No single advance payment shall exceed 25% of the total grant amount and must be spent on eligible costs within six months of the advance payment request. GRANTEE may request additional time to spend advance funds but must be approved in writing by the STATE. The balance of unspent advance payment funds not liquidated within the six month spending period will be billed for the return of the advanced funds to the STATE. The amount will be returned to the grant balance.
• A request for advance payment must include the same level of expenditure detail and justification as a regular invoice. • All work under a previous advance payment must be fully liquidated via an invoice and supporting documentation and completed to the STATE’s satisfaction before another advance payment will be made.
• Any advance payment received by a GRANTEE and not used for project eligible costs shall be returned to CAL FIRE.
• Advance payments must be deposited into an interest-bearing account. Any interest earned on advance payment funds must be accounted for and reported as program income used toward offsetting the project cost or returned to the STATE.

5. Budget Contingency Clause
a. If STATE funding for any fiscal year is reduced or deleted for purposes of the Urban and Community Forestry Grant Program, the STATE shall have the option to either cancel this Agreement with no liability occurring to the STATE, or if possible and desirable, offer an Agreement amendment to GRANTEE to reflect the reduced amount available for the Project.

6. Project Administration
a. GRANTEE shall provide the STATE a written report showing total final Project expenditures and matching funds upon Project completion or grant expiration, whichever occurs first. GRANTEE must report to the STATE #8..
- 140 -
GRANT NUMBER 8GA21423
City of Modesto
City of Modesto Urban Forest Management Project
7 all sources of other funds for the Project. If this provision is deemed to be violated, the STATE will request an audit of GRANTEE and can delay the disbursement of funds until the matter is resolved.
b. GRANTEE shall promptly submit written Project reports as the STATE may request throughout the term of this Agreement.
c. GRANTEE shall submit a final accomplishment report, final invoice with associated supporting documentation, and copies of materials developed using GRANT FUNDS, including but not limited to plans, educational materials, etc. within 30 days of Project completion.

7. Financial Records
a. GRANTEE shall retain all records described in Section 7(c) below for three (3) years after final payment by the STATE. In the case an audit occurs, all such records shall be retained for one (1) year from the date is audit is completed or the three (3) years, whichever date is later. b. GRANTEE shall maintain satisfactory financial accounts, documents, and records for the Project and make them available to the STATE for review during reasonable times. This includes the right to inspect and make copies of any books, records, or reports of GRANTEE pertaining to this Agreement or matters related thereto.
c. GRANTEE shall keep such records as the STATE shall prescribe, including, but not limited to, records which fully disclose (a) the disposition of the proceeds of state funding assistance, (b) the total cost of the Project in connection with such assistance that is given or used, (c) the amount and nature of that portion of the Project cost supplied by other sources, and (d) any other such records as will facilitate an effective audit. All records shall be made available to the STATE, other State of California agency, or other entity as determined by the State of California for auditing purposes at reasonable times.
d. GRANTEE shall use any generally accepted accounting system.

8. Research
a. GRANTEE that receives funding, in whole or in part, in the form of a research grant shall provide for free public access to any publication of a peer-reviewed manuscript describing STATE funded knowledge, STATE funded invention, or STATE funded technology shall be subject to the following conditions:
#8..
- 141 -
GRANT NUMBER 8GA21423
City of Modesto
City of Modesto Urban Forest Management Project
8 i. GRANTEE is responsible for ensuring that any publishing or copyright agreements concerning peer-reviewed manuscripts fully comply with this section
ii. GRANTEE shall report to STATE the final disposition of the peerreviewed manuscript, including, but not limited to, if it was published, date of publication, where it was published, and, when the 12-month time period from official date of publication expires, where the peer-reviewed manuscript will be available for open access.
b. For a peer-reviewed manuscript that is accepted for publication pursuant to the terms and conditions of this Agreement, the GRANTEE shall ensure that an electronic version of the peer-reviewed manuscript is available to STATE and on an appropriate publicly accessible repository approved by the state agency, including, but not limited to, the University of California’s eScholarship Repository at the California Digital Library, the California State University’s ScholarWorks at the Systemwide Digital Library, or PubMed Central, to be made publicly available not later than 12 months after the official date of publication. GRANTEE shall make reasonable efforts to comply with this requirement by ensuring that the peer-reviewed manuscript is accessible on an approved publicly accessible repository, including notifying the state agency that the manuscript is available on a state-agency-approved repository. If the grantee is unable to ensure that his or her manuscript is accessible on an approved, publicly accessible repository, the grantee may comply by providing the manuscript to the state agency not later than 12 months after the official date of publication. c. For publications other than those described in (b), including scientific meeting abstracts, GRANTEE shall comply by providing the manuscript to the STATE not later than 12 months after the official date of publication. d. The grant shall not be construed to authorize use of a peer-reviewed manuscript that would constitute an infringement of copyright under the federal copyright law described in Section 101 of Title 17 of the United States Code and following.
e. Use of GRANT FUNDS for publication costs, including fees charged by a publisher for color and page charges, or fees for digital distribution are allowable costs but must be within the GRANT FUNDS and item 4 of the agreement.
f. GRANTEE may request a waiver to the publication requirement if GRANTEE has an existing publication requirement that meets or exceeds the requirements of the research provision. Waiver shall include #8..
- 142 -
GRANT NUMBER 8GA21423
City of Modesto
City of Modesto Urban Forest Management Project
9 information on GRANTEE’s existing requirements. Approval of the waiver is at STATE’s discretion.

9. Project Termination
a. This Agreement may be terminated by the STATE or GRANTEE upon 30- days written notice to the other party.
b. If either party terminates the Agreement prior to the completion of the Project, GRANTEE shall take all reasonable measures to prevent further costs to the STATE under the Agreement and the STATE shall be responsible for any reasonable and non-cancelable obligations incurred by GRANTEE in the performance of this Agreement prior to the date of the notice to terminate, but only up to the undisbursed balance of funding authorized in this Agreement.
c. Failure by GRANTEE to comply with the terms of this Agreement may be cause for suspension of all obligations of the STATE hereunder at the discretion of the STATE.
d. Failure of GRANTEE to comply with the terms of this Agreement shall not be cause for the suspension of all obligations of the STATE hereunder if in the judgment of the STATE such failure was due to no fault of GRANTEE.

At the discretion of the STATE, any amount required to settle at minimum cost any irrevocable obligations properly incurred shall be eligible for reimbursement under this Agreement.
e. Final payment to GRANTEE may not be made until the STATE determines the Project conforms substantially to this Agreement.

10. Hold Harmless
a. GRANTEE shall defend, indemnify and hold the STATE, its officers, employees, and agents harmless from and against any and all liability, loss, expense (including reasonable attorney's fees), or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorney's fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of GRANTEE, its officers, agents, or employees. The duty of GRANTEE to indemnify and hold harmless includes the duty to defend as set forth in Civil Code Section 2778. This Agreement supersedes GRANTEE’s right as a public entity to indemnity (see Government Code Section 895.2) and contribution (see Government Code Section 895.6) as set forth in Government Code Section 895.4. #8..
- 143 -
GRANT NUMBER 8GA21423
City of Modesto
City of Modesto Urban Forest Management Project
10 b. GRANTEE waives any and all rights to any type of express or implied indemnity or right of contribution from the STATE, its officers, agents, or employees for any liability resulting from, growing out of, or in any way connected with or incident to this Agreement.
c. Nothing in this Agreement is intended to create in the public or in any member of it rights as a third-party beneficiary under this Agreement.

11. Tort Claims
FEDERAL:

The United States shall be liable, to the extent allowed by the Federal Tort Claims Act 28 United States Code 2671-2680, for claims of personal injuries or property damage resulting from the negligent or wrongful act or omission of any employee of the United States while acting within the scope of his or her employment, arising out of this Agreement.

STATE:

The State of California shall be liable, to the extent allowed by law and subject to California Government Code, Title 1, Division 3.6, providing for the filing of tort claims against the State of California, for personal injuries or property damage resulting from the negligent or wrongful act or omission of State of California employees while acting within the scope of his or her employment, arising out of this Agreement.

12. Nondiscrimination
The State of California prohibits discrimination in all its programs and activities on the basis of race, color, national origin, age, disability, sex, marital status, religion, sexual orientation, genetic information, political beliefs, reprisal, or because all or part of an individual’s income is derived from any public assistance program. GRANTEE shall not discriminate against any person on any of these bases.

13. Conflict of Interest
GRANTEE or anyone acting on behalf of GRANTEE shall not have any conflicting personal and/or financial interests in carrying out the duties of the Agreement.

14. Incorporation
The grant guidelines and the Project Scope of Work, Project Budget Detail and any subsequent amendments or modifications to the Project Scope of Work and #8..
- 144 -
GRANT NUMBER 8GA21423
City of Modesto
City of Modesto Urban Forest Management Project
11 Project Budget Detail approved in writing by the STATE are hereby incorporated by reference into this Agreement as though set forth in full in this Agreement.

15. Severability
If any provision of this Agreement or the Project Scope of Work thereof is held invalid, that invalidity shall not affect other provisions or applications of this Agreement which can be given effect without the invalid provision or application, and to this end the provisions of this Agreement are severable.

16. Waiver
No term or provision hereof will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing and signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether expressed or implied, will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach by either party.

17. Assignment
This Agreement is not assignable by GRANTEE either in whole or in part. #8..
- 145 -
#8..
- 146 -
#8..
- 147 -
#8..
- 148 -
#8..
- 149 -
#8..
- 150 -
#8..
- 151 -
#8..
- 152 -
#8..
- 153 -
#8..
- 154 -
#8..
- 155 -
#8..
- 156 -
Budget Item Description Cost Basis
CAL FIRE Grant
Share Grantee Match Total
A. Salaries and Wages 40,568.48 13,522.83 54,091.31
Director of Public Works 12 hours @ $91.29 821.61 273.87 1,095.48 Superintendent/City Arborist 24 hours @ $50.60 910.80 303.60 1,214.40 Operations Supervisor 520 hours @ $44.73 17,444.70 5,814.90 23,259.60 Operations Crewleader 520 hours @ $32.69 12,749.10 4,249.70 16,998.80 Administrative Analyst 24 hours @ $40.72 732.96 244.32 977.28 Maintenance Worker 1 112.5 hours @ $29.82 2,516.06 838.69 3,354.75 Maintenance Worker 2 112.5 hours @ $29.82 2,516.06 838.69 3,354.75 Maintenance Worker 3 112.5 hours @ $29.82 2,516.06 838.69 3,354.75 IT Support 10 hours @ $48.15 361.13 120.38 481.50
B. Employee Benefits 19,784.68 6,594.89 26,379.57
Director of Public Works 12 hours @ $49.49 445.41 148.47 593.88 Superintendent/City Arborist 24 hours @ $24.35 438.30 146.10 584.40 Project Lead - Ops Supervisor 520 hours @ $21.54 8,400.60 2,800.20 11,200.80 Operations Crewleader 520 hours @ $15.74 6,138.60 2,046.20 8,184.80 Administrative Analyst 24 hours @ $18.46 332.28 110.76 443.04 Maintenance Worker 1 112.5 hours @ $15.22 1,284.19 428.06 1,712.25 Maintenance Worker 2 112.5 hours @ $15.22 1,284.19 428.06 1,712.25 Maintenance Worker 3 112.5 hours @ $15.22 1,284.19 428.06 1,712.25 IT Support 10 hours @ $23.59 176.93 58.98 235.90
C. Contractual 453,452.25 151,150.75 604,603.00
Public Tree Inventory 438,937.50 146,312.50 585,250.00
TreeKeeper Software 9,600.00 3,200.00 12,800.00
4,914.75 1,638.25 6,553.00
D. Travel - - -

N/A - -
-
E. Supplies 32,123.28 10,934.43 43,057.71
Trees 225 @ $95 16,031.25 5,343.75 21,375.00
Tree Stakes 450 @ $6.5/tree 2,193.75 731.25 2,925.00
Tree Ties 225 @ $2.39/tree 403.31 134.44 537.75
Mulch 500 Yds. @ $15/Yd. 5,625.00 1,875.00 7,500.00
Miscellenanous Tools 20 items @ $25/ea 375.00 125.00 500.00 Galaxy Tab S7 5G Tablets 4 @ $849.99 2,549.97 849.99 3,399.96 Case for Galaxy Tablets 4 @ $35 35.00 105.00 140.00
Service with AT&T 36 months 36 @ $45/mo per tablet 4,860.00 1,620.00 6,480.00 Activation Fee per Tablet $50 per tablet 50.00 150.00 200.00 F. Equipment 11,491.79 3,830.60 15,322.39
Vehicle 80824 Trailer .34 per hour @ 337.5 hrs 86.06 28.69 114.75 Vehicle 80603 Trailer .31 per hour @ 337.5 hrs 78.47 26.16 104.63 Vehicle 42022 1 Ton Truck 1.38 per hour @ 337.5 hrs 349.31 116.44 465.75 Vehicle 42032 1 Ton Truck 4.87 per hour @ 337.5 hrs 1,232.72 410.91 1,643.63 Vehicle 40671 Truck with
Low Profile Dump 4.79per hour @ 337.5 hrs 1,212.47 404.1575 1,616.63 Vehicle 40908 Truck with Dump 4.08 per hour @ 337.5 hrs 1,032.75 344.25 1,377.00 Rental Equipment As Needed 7,500.00 2500 10,000.00
G. Outreach/Education - -
N/A
H. Other - - -
N/A
-
TOTAL DIRECT COSTS 557,420.49 186,033.50 743,453.98
INDIRECT COSTS 12% -
TOTAL PROJECT COSTS 557,420.49 186,033.50 743,453.98
LESS Program Income
TOTAL GRANT PROPOSED COSTS 557,420.49 186,033.50 743,453.98 75% 25% 100%
7A. BUDGET DETAIL
Resource Analysis
#8..
- 157 -
#8..
- 158 -
#8..
- 159 -
#8..
- 160 -
#8..
- 161 -
STATE OF CALIFORNIA NATURAL RESOURCES AGENCY Gavin Newsom, Governor “The Department of Forestry and Fire Protection serves and safeguards the people and protects the property and resources of California.”

DEPARTMENT OF FORESTRY AND FIRE PROTECTION
P.O. Box 944246
SACRAMENTO, CA 94244-2460
(916) 653-9418
Website: www.fire.ca.gov
February 3, 2022
Raymond Wilson
City of Modesto
501 N Jefferson St
P O Box 642
Modesto, California 95353
RE: Project Application for the CAL FIRE Urban and Community Forestry California Climate Investments (CCI) Grant Program
We are pleased to inform you that your project City of Modesto Urban Forest Management Project (21-UF-MGMT-004) has been selected for funding for the 2021/2022 fiscal year.

Within the next month, you will receive a grant agreement from CAL FIRE via email. If applicable, CAL FIRE may also request documents in addition to the agreement. You are responsible for returning the signed agreement as instructed in the correspondence. If the signed agreements are not received by the date indicated, funding for your project may be allocated to another worthy project.

The grant period begins on the last date of signature after CAL FIRE and the grantee have both signed the completed grant agreement. CAL FIRE will notify grantees when work may begin and provide instruction for grant administration. Note that work includes any activity used for matching. A listing of project applications selected for award will be posted at:
https://www.fire.ca.gov/grants/urban-and-community-forestry-grant-programs/.

Your project application and its attachments, the latest version of the Urban and Community Forestry Grant Program Procedural Guidelines, and other attachments will be included in the grant agreement by reference. Grantees will be held responsible for their contents. Additionally, the California Air Resources Board Job Co-Benefit Modeling Tool and User Guide (Released January 31, 2020) is now available at: https://ww2.arb.ca.gov/resources/documents/ccimethodologies. These 2021-2022 projects will be required to use the Modeling Tool to prospectively estimate the number of jobs supported by CCI projects.

If you have questions about the grant agreement, or about the process involved in being offered grant funding, please contact me at (916)214-5420 or [email protected].

Sincerely,
Walter Passmore
State Urban Forester
#8..
- 162 -

CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

April 12, 2022
March 23, 2022
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Award Rebid Plant Structural Improvements Project CONTACT: Cristian Ciotau, Senior Civil Engineer, [email protected], (209) 577-5260
DESCRIPTION:

Consider accepting the plans and specifications for the Rebid Plant Structural Improvements Project and awarding a construction contract to Caliber Contracting Services Inc, of Fresno, CA, in the amount of $2,516,700 plus $302,004 in contingency (if needed), for a total amount not to exceed $2,818,704; approving an increase in the Director’s Authority from 8% to 12% to issue change orders; approving an agreement with Carollo Engineers for Engineering Support During Construction in the amount of $100,000, plus $10,000 in additional services (if needed), for a total amount not to exceed $110,000; and amending the Fiscal Year 2021-22 Capital Improvement Project Budget in the amount of $2,026,195. (Funding: Wastewater Fund) STRATEGIC PLAN ELEMENT:

The recommended action supports the 2020-2025 City’s Strategic Plan Initiatives, Goal D:

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

BACKGROUND:

The Plant Structural Improvements Project involves facility improvements primarily at the Sutter Wastewater Treatment Plant. The scope of work includes the following:
1) Improvements to the existing Chlorine Building
2) New Dry Clean Blast enclosure
3) New Concrete Vault for the Valve Farm
4) Recoating of the existing Anaerobic Digesters
5) Repainting of the Thousand Oaks Lift Station
Improvements to the existing Chlorine Building include new roofing. The roof material has reached its end of life and currently has several roof leaks that allow rain water to leak into the building. #9..
- 163 -
Council Meeting, April 12, 2022
Award Rebid Plant Structural Improvements Project

The New Dry Clean Blast enclosure will provide a containment area that will drastically reduce the labor it takes to clean up the spent blast media and prevent spent blast media from getting into the surrounding soil areas, thus avoiding soil contamination, water run-off concerns, and keeping the surrounding area clean.

The New Concrete Vault for the Valve Farm will provide an accessible structural vault enclosure to provide access to sewer trunk line valves. There is a total of 5 large in-ground valves for the existing sewer trunk lines, which Operations and Maintenance personnel currently do not have access. In case of an emergency where any of the valves need to be closed, the only way to access would be to dig and expose the valves.

The existing Anaerobic Digesters will be recoated to extend service life and prevent corrosion.

The exterior foam insulation of the Anerobic Digestor has multiple areas that have deteriorated due to age, allowing water intrusion between the foam insulation and the steel tank material. This water intrusion causes water pockets to buildup on the exterior of the Digesters, thus facilitating the corrosion process and deteriorating the steel tank.

The Thousand Oaks Lift Station will be repainted and recoated to extend service life and prevent corrosion. The exterior surface of the lift station facility has been tagged with graffiti over the past 25 years since the 1995 rehab project of the lift station facility. The interior walls, ceilings, piping, and equipment need to be recoated due to the existing coatings being past the expected useful life and deteriorating.

DISCUSSION:

The Project was initially advertised for bids on June 22, 2021. Bids were publicly opened on July 27, 2021, pursuant to City Charter Section 1307, and only one bid was received.

Although there was a good turnout at the mandatory pre-bid meeting, with diverse contractors and subcontractors expressing interest in this project, only one bid was received. Therefore, there was no bidding competition, with only one bid received that was 59.21% above the engineer’s estimate.

For this reason, staff recommended the rejection of the bid received and requested re-advertising at a different date with a revised scope of work. This allowed staff the opportunity to re-evaluate the scope of the project, as well as construction costs and make the necessary adjustments to the contract documents and the engineer’s estimate.

On September 28, 2021, by Resolution 2021-382, Council approved rejecting all bids for the Plant Structural Improvements Project and authorizing staff to re-advertise the project for bids at a future date.

The Rebid Plant Structural Improvements Project was re-advertised for bids on December 21, 2021. Bids were publicly opened on February 22, 2022, pursuant to City Charter Section 1307.

Following review of bid packages, Caliber Contracting Services Inc, of Fresno, CA, was the responsible bidder with the lowest responsive bid. The bid tabulation is attached.

The bid analysis is:

Number of bids received 3
Number of bids within 10% of engineer’s estimate 1
#9..
- 164 -
Council Meeting, April 12, 2022
Award Rebid Plant Structural Improvements Project

Number of bids above the engineer’s estimate 3
Number of bids below the engineer’s estimate 0
Percent of lowest responsive bid above the engineer’s estimate 0.67% The lowest responsive bid was provided by Caliber Contracting Services Inc, of Fresno, CA is

0.67% above the engineer’s estimate. The next bid was 15.27% above the engineer’s estimate and the highest bid received was 48.77% above the engineer’s estimate. Bidder competition and participation were evident as the City received three bids.

Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $50,000 for material, equipment or contractual services to be formally bid. The award of contract for the construction of the Rebid Plant Structural Improvements Project to Caliber Contracting Services Inc, of Fresno, CA, conforms to the Modesto Municipal Code, 8-3.203.

In addition, the City’s “Change Order Approval Policy”, enacted by Council Resolution No. 94-443 on July 19, 1994, was updated by Resolution No. 2019-326 on July 9, 2019, establishing a contract change order authority of 8% for construction contracts of this dollar value. However, given the nature of this project dealing with aged infrastructure and facilities, additional work may be needed to address unexpected conditions that require changes in the project scope that may exceed the Director’s Authority of 8% ($201,336) of the contract amount of $2,516,700. Staff is requesting authorization to increase the contract change order budget to 12% ($302,004) due to unknown challenges.

While the contingency policy is utilized for each construction contract awarded by the City, it is not written into each contract, nor is it a guaranteed amount included in the final compensation to the contractor. Prior to bidding a project, staff works diligently to ensure that all projects and bid packages contain well-defined scopes of work and that all projects stay within budget.

Considering the specialized nature of certain aspects of the project and that Carollo is the Engineer-of-Record for a portion of this project design, Engineering Design Support During Construction services will be needed from Carollo to ensure construction of the concrete vault meets the design described in the plans and specifications. The scope of work will include reviewing submittals and requests for information and field engineering support. Therefore, staff is requesting approving an agreement with Carollo Engineers for Engineering Support During Construction in the amount of $100,000, plus $10,000 in additional services (if needed), for a total amount not to exceed $110,000.

FISCAL IMPACT:

CIP ACCOUNT:

Total estimated cost for the construction portion of this project is $3,258,704. Funding for the construction, contingency, administration, and City staff design support, will be budgeted in the current FY 2021-22 Capital Improvement Program budget in account:
100931 – UPP Engineering Design “Plant Structural Improvements”.

ANTICIPATED CONSTRUCTION EXPENDITURES:

Construction Contract (Caliber) $2,516,700
Construction Contingency (12%) $302,004
#9..
- 165 -
Council Meeting, April 12, 2022
Award Rebid Plant Structural Improvements Project

Construction Administration (City Staff) $220,000
Engineering/Design/Administration (during construction) Consultants (Carollo) $100,000
- Additional Services (if needed) $10,000
City Staff $50,000
*TOTAL ANTICIPATED CONSTRUCTION EXPENDITURES: $3,198,704 *An appropriation transfer in the amount of $2,026,195 is necessary to fund the construction, contingency, construction administration, and design support during construction. Upon Council approval, this amount will be transferred into the project account from Wastewater Fund Reserves to cover these costs, thereby amending the Fiscal Year 2021-22 Capital Improvement Program Budget. This is reflected in the resolution amending the budget.

COMMITTEE RECOMMENDATION:

This project was presented to the Finance Committee on March 25, 2019, as a report on upcoming Capital Improvement construction projects and was recommended to forward to Council for future award of construction. As stated in that Committee report, as bids are received, staff will present projects directly to Council for award of construction.

CEQA/NEPA REQUIREMENTS:

Environmental review has been provided through Statement of Exemption, EA/UTL No. 2020-15 –Categorical Section 15301 (Ex. Facilities) Class1, (d) & (e-2).

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving plans and specifications for the Rebid Plant Structural Improvements Project, accepting the bid, and approving a construction contract with Caliber Contracting Services Inc, of Fresno, CA, in the amount of $2,516,700 plus $302,004 for contingency (if needed) for a total amount not to exceed $2,818,704 and authorizing the City Manager, or his designee, to execute the agreement.

Resolution authorizing an increase in the Director’s authority to issue change orders for Rebid Plant Structural Improvements Project from 8% ($201,336) to 12% ($302,004) of the construction contract price of $2,516,700 with Caliber Contracting Services Inc., of Fresno, CA.

Resolution approving an agreement with Carollo Engineers, of Walnut Creek, CA, for Engineering Support During Construction for the Rebid Plant Structural Improvements Project, in an amount not to exceed $100,000 for the identified scope of services, plus $10,000 for additional services (if needed), for a total amount not to exceed $110,000 and authorizing the City Manager, or his designee, to execute the agreement.

Resolution amending the Fiscal Year 2021-22 Capital Improvement Program Budget in the amount of $2,026,195 to be transferred into the project from Wastewater Reserves to fully fund the construction, contingency, construction administration and design support during construction for the Rebid Plant Structural Improvements Project and authorizing the City Manager, or his designee, to implement the provisions of this resolution.

Approved by:

William Wong, Director of Utilities
#9..
- 166 -
Council Meeting, April 12, 2022
Award Rebid Plant Structural Improvements Project

Joseph P. Lopez, City Manager
Attachments:

1. Resolutions (4)

2. Construction Contract with Caliber Contracting Services Inc. & Financial Interest Disclosure Form

3. Engineering Support During Construction Agreement with Carollo Engineers

4. Carollo Exhibit

5. Bid Results
#9..
- 167 -
1 2022-

MODESTO CITY COUNCIL
RESOLUTION NO. 2022-

RESOLUTION APPROVING PLANS AND SPECIFICATIONS FOR THE REBID

PLANT STRUCTURAL IMPROVEMENTS PROJECT, ACCEPTING THE BID,

AND APPROVING A CONSTRUCTION CONTRACT WITH CALIBER

CONTRACTING SERVICES INC, OF FRESNO, CA, IN THE AMOUNT OF $2,516,700 PLUS $302,004 FOR CONTINGENCY (IF NEEDED) FOR A TOTAL AMOUNT NOT TO EXCEED $2,818,704 AND AUTHORIZING THE CITY

MANAGER, OR HIS DESIGNEE, TO EXECUTE THE AGREEMENT
WHEREAS, the Rebid Plant Structural Improvements Project involves facility improvements primarily at the Sutter Wastewater Treatment Plant, and WHEREAS, due to the age of some of the existing buildings, the roofing and siding has deteriorated and are leaking and needed to be replaced, and WHEREAS, the exterior foam insulation of the existing digesters has been deteriorating and need to be recoated and isolated, and WHEREAS, a new concrete vault and a new concrete dry clean blast enclosure will be constructed as well as repainting of the existing Thousand Oaks Lift Station, and WHEREAS, specifications have been prepared for the Rebid Plant Structural Improvements Project, and
WHEREAS, the Project was re-advertised for bids on December 21, 2021, and WHERAS, on February 22, 2022, Bids were publicly opened, pursuant to City Charter Section 1307, three bids were received and Caliber Contracting Services Inc, of Fresno, CA, was the responsible bidder with the lowest responsive bid, and WHEREAS, MMC 8-3.203 states that all purchases, in excess of fifty thousand dollars ($50,000), or when directed by the City Manager for any purchase of fifty thousand dollars ($50,000) or less, shall follow formal bid procedures, and #9..
- 168 -
2 2022-
WHEREAS, and the award of bid for the Rebid Plant Structural Improvements Project conforms to the Modesto Municipal code based on providing the overall lowest cost, while providing improved service, and
WHEREAS, the Director of Utilities has recommended that the bid of $2,516,700 received from Caliber Contracting Services Inc, of Fresno, CA, be accepted as the lowest responsible and responsive bid and the contract be awarded to Caliber Contracting Services Inc, of Fresno, CA.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the plans and specifications for the Rebid Plant Structural Improvements Project and accepts the bid of $2,516,700 plus $302,004 for contingency (if needed) for a total amount not to exceed $2,818,704 and Caliber Contracting Services Inc, of Fresno, CA, the contract for the Rebid Plant Structural Improvements Project.

BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to execute the contract, in a form approved by the City Attorney.

The City of Modesto held on the 12h day of April 2022, by Councilmember ?, who moved its adoption, which motion being duly seconded by Councilmember ?, was upon roll call carried and the resolution adopted by the following vote:
#9..
- 169 -
3 2022-
AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST:

DANA SANCHEZ, Interim City Clerk
(SEAL)
APPROVED AS TO FORM:

BY: _______________________________________
JOSE M. SANCHEZ, City Attorney
#9..
- 170 -
1 2022-

MODESTO CITY COUNCIL
RESOLUTION NO. 2022-
RESOLUTION AUTHORIZING AN INCREASE IN THE DIRECTOR’S

AUTHORITY TO ISSUE CHANGE ORDERS FOR THE REBID PLANT
STRUCTURAL IMPROVEMENTS PROJECT FROM 8% ($201,336) TO 12% ($302,004) OF THE CONSTRUCTION CONTRACT PRICE OF $2,516,700 WITH

CALIBER CONTRACTING SERVICES INC, OF FRESNO, CA
WHEREAS, the City’s “Change Order Approval Policy”, enacted by Council Resolution No. 94-443 on July 19, 1994, and updated by Resolution No. 2019-326 on July 9, 2019, established a contract change order budget of 8% for projects between $1 Million and $10 Million, and
WHEREAS, given the nature of this project dealing with existing construction, as well as having deep shoring and excavation, additional work may be needed to address unexpected conditions that require changes in the project scope that may exceed the Director’s Authority of 8% ($201,336) of the contract amount of $2,516,700, and WHEREAS, staff is requesting authorization to increase the contract change order budget to 12% ($302,004) due to the nature of the project and the unknown challenges.

NOW, THEREFORE BE IT RESOLVED by the Council of the City of Modesto that it hereby authorizes the Director of Utilities to issue change orders for Rebid Plant Structural Improvements Project from 8% ($201,336) to 12% ($302,004) of the construction contract price of $2,516,700 with Caliber Contracting Services Inc, of Fresno, CA.
#9..
- 171 -
2 2022-
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 12th day of April 2022, by Councilmember ?, who moved its adoption, which motion being duly seconded by Councilmember ?, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST:

DANA SANCHEZ, Interim City Clerk
(SEAL)
APPROVED AS TO FORM:

BY: ____________________________________
JOSE M. SANCHEZ, City Attorney
#9..
- 172 -
1 2022-

MODESTO CITY COUNCIL
RESOLUTION NO. 2022-

RESOLUTION APPROVING AN AGREEMENT WITH CAROLLO
ENGINEERS INC., OF WALNUT CREEK, CA, FOR ENGINEERING SUPPORT

DURING CONSTRUCTION FOR THE REBID PLANT STRUCTURAL
IMPROVEMENTS PROJECT, IN AN AMOUNT NOT TO EXCEED $100,000 FOR THE IDENTIFIED SCOPE OF SERVICES, PLUS $10,000 FOR

ADDITIONAL SERVICES (IF NEEDED) FOR A TOTAL AMOUNT NOT TO EXCEED $110,000 AND AUTHORIZING THE CITY MANAGER, OR HIS

DESIGNEE TO EXECUTE THE AGREEMENT
WHEREAS, the Rebid Plant Structural Improvements Project involves facility improvements primarily at the Sutter Wastewater Treatment Plant, and WHEREAS, part of this project is constructing a new concrete vault around the existing farm valves and soil stabilization under the existing Electrical Building, and WHEREAS, the Construction Documents for this portion of the project, have been prepared by Carollo Engineers Inc., and
WHEREAS, considering the size and complexity of the project, and that Carollo is the Engineer-of-Record for part of the project, Engineering Services During Construction will be needed from Carollo to ensure construction of the facilities meets the original design described in the plans and specifications, and WHEREAS, Administrative Directive 3.1 allows for an accelerated selection process, if in the best interest of the City, where a consultant may be secured for specific projects to provide professional services, and
WHEREAS, in accordance with Modesto Municipal Code 8-3.204 Exceptions to Formal Bidding Requirements, this agreement is for professional services and, therefore, exempt from the bid requirement.
#9..
- 173 -
2 2022-
NOW, THEREFORE BE IT RESOLVED by the Council of the City of Modesto that it hereby approves an agreement with Carollo Engineers, Inc., for Engineering Services During Construction for the Rebid Plant Structural Improvements Project in an amount not to exceed $100,000, for the identified scope of services, plus $10,000 for additional services, if needed, for a maximum total amount of $110,000.

BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to execute the agreement, in a form approved by the City Attorney.

The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 12th day of April 2022, by Councilmember ?, who moved its adoption, which motion being duly seconded by Councilmember ?, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST:

DANA SANCHEZ, Interim City Clerk
(SEAL)
APPROVED AS TO FORM:

BY: ____________________________________
JOSE M. SANCHEZ, City Attorney
#9..
- 174 -
1 2022-

MODESTO CITY COUNCIL
RESOLUTION NO. 2022-
RESOLUTION AMENDING THE FISCAL YEAR 2021-22 CAPITAL
IMPROVEMENT PROGRAM BUDGET IN THE AMOUNT OF $2,026,195 TO

BE TRANSFERRED INTO THE PROJECT FROM WASTEWATER RESERVES

TO FULLY FUND THE CONSTRUCTION, CONTINGENCY, CONSTRUCTION

ADMINISTRATION AND DESIGN SUPPORT DURING CONSTRUCTION FOR

THE REBID PLANT STRUCTURAL IMPROVEMENTS PROJECT, AND

AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO IMPLEMENT

THE PROVISIONS OF THIS RESOLUTION
WHERAS, on February 22, 2022, bids were publicly opened, pursuant to City Charter Section 1307, three bids were received and due to the large size and complexity of the project, and
WHEREAS, certain budgetary transactions are necessary in the amount of $2,026,195, in order to fully fund the construction, contingency, construction administration and design support during construction for the Rebid Plant Structural Improvements Project, and
WHEREAS, the Fiscal Year 2021-2022 Capital Improvement Program Budget must be amended.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the amendment of the Fiscal Year 2021-2022 Capital Improvement Program Budget in the amount of $2,026,195 to be transferred into the project from Wastewater Reserves.

BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to implement the provisions of this resolution. #9..
- 175 -
2 2022-
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 12th day of April 2022, by Councilmember ?, who moved its adoption, which motion being duly seconded by Councilmember ?, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST:

DANA SANCHEZ, Interim City Clerk
(SEAL)
APPROVED AS TO FORM:

BY: ____________________________________
JOSE M. SANCHEZ, City Attorney
#9..
- 176 -
#9..
- 177 -
#9..
- 178 -
#9..
- 179 -
#9..
- 180 -
#9..
- 181 -
#9..
- 182 -
#9..
- 183 -
#9..
- 184 -
#9..
- 185 -
#9..
- 186 -
#9..
- 187 -
#9..
- 188 -
#9..
- 189 -
#9..
- 190 -
#9..
- 191 -
#9..
- 192 -
#9..
- 193 -
#9..
- 194 -
-1-

ENGINEERING SERVICES DURING CONSTRUCTION AGREEMENT

FOR THE PLANT STRUCTURAL 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 CAROLLO ENGINEERS, INC., a Delaware corporation, hereinafter referred to as "Consultant".

This Agreement is made with regard to the following recitals:

A. The City has determined that Engineering Services During Construction are necessary for the Plant Structural 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 #9..
- 195 -
-2-
performed by Consultant, unless terminated earlier in accordance with the provisions of the termination clause in this Agreement.

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

3. COMPENSATION.

Consultant agrees to accept a sum not to exceed ONE HUNDRED THOUSAND AND 00/100 DOLLARS ($100,000) (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. #9..
- 196 -
-3-
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 TEN THOUSAND AND 00/100 DOLLARS ($10,000). 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 ONE HUNDRED TEN THOUSAND AND 00/100 DOLLARS ($110,000) 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.
#9..
- 197 -
-4-
Consultant is not responsible for damage or delay in performance caused by events beyond the reasonable control of Consultant. In the event Consultant’s services are suspended, delayed or interrupted for the convenience of the City or delays occur beyond the reasonable control of Consultant, an equitable adjustment in Consultant’s time of performance and cost of Consultant’s personnel and subcontractors may be made.

5. PERFORMANCE BY KEY EMPLOYEE.

Consultant has represented to City that Ryan Sellman 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. #9..
- 198 -
-5-
All materials, documents, data or information obtained from the City data files or any City medium furnished to Consultant in the performance of this Agreement will at all times remain the property of the City. Such data or information may not be used or copied for direct or indirect use by Consultant after termination of this Agreement without written consent of the City.

7. NEWS AND INFORMATION RELEASE.

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

8. 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. #9..
- 199 -
-6-
Until a change order is so executed, City will not be responsible to pay any charges Consultant may incur in performing such additional services, and Consultant shall not be required to perform any such additional services.

10. INDEPENDENT CONTRACTOR.

All acts of Consultant, its agents, officers, and employees and all others acting on behalf of Consultant relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers, or employees of City. Consultant, by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of City.

Consultant has no authority or responsibility to exercise any rights or power vested in the City.

No agent, officer, or employee of the City is to be considered an employee of Consultant. It is understood by both Consultant and City that this Agreement shall not under any circumstances be construed or considered to create an 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 #9..
- 200 -
-7-
other persons or firms to assist Consultant in fulfilling the terms and obligations under this Agreement.

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

11. INDEPENDENT CONTRACTOR.

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.

12. 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.

13. PATENT/COPYRIGHT MATERIALS.
#9..
- 201 -
-8-
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.

14. 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: Carollo Engineers, Inc.

Address: 2880 Gateway Oaks Drive
Suite 300
Sacramento, CA 95833
Attention: Tim Taylor
Phone: (916) 565-4888
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]
#9..
- 202 -
-9-

15. 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 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 reduction 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 #9..
- 203 -
-10-
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 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 #9..
- 204 -
-11-
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 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.

16. 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 #9..
- 205 -
-12-
notice. For the purposes of this section, material breach of this Agreement shall include, but not be limited to, any of the following: failure to perform required services or duties, willful destruction of City's property by Consultant, dishonesty or theft.

Termination by City for Convenience
The City may also terminate the Consultant's performance under the Agreement, either in whole or in part, at its own discretion, or when conditions encountered during the Work make it impossible or impracticable to proceed, or when the City is prevented from proceeding with the Agreement by act of God, by law, or by official action of a public authority, or upon a determination by the City that such termination is in the best interest and convenience of the City, or whenever the City is prohibited from completing the Work for any reason. The City shall provide no less than ten (10) calendar days written notice of its intent to terminate the Agreement 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, #9..
- 206 -
-13-
title and interest in subcontracts and materials in progress to City, in which case the City will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such subconsultants, but in no event shall recovery by any Consultant or subconsultant include lost profits for portions of the Work not completed or undertaken, including materials not delivered; d. Deliver or otherwise make available to the City all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Consultant in performing the Work whether completed or in process; e. Settle outstanding liabilities and claims, subject to the approval of City;
f. Complete performance of such part of the Work as has not been terminated;
g. Take such other actions as may be necessary, or as may be directed by the City for the protection and preservation of the Work and/or property related to the Work;
h. If City so requests, and at City's cost, Consultant shall provide sufficient oral or written status reports to make City reasonably aware of the status of Consultant's work on the project. i. The Consultant understands and agrees that City may, in City's sole discretion, refuse to pay Consultant for that portion of Consultant's services which were performed by Consultant on the #9..
- 207 -
-14-
project prior to the termination date and which remain
unacceptable and/or not useful to City as of the termination date.

City will pay Consultant an amount based on the percentage of satisfactory work completed in accordance with the notice of termination. The final payment to the Consultant after termination for convenience shall be limited to amounts due and owing under the Agreement at time of termination, including the following:
a. The cost of settling and paying valid claims arising out of the termination of the Work such as subconsultant agreements or contracts for materials;
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.
#9..
- 208 -
-15-

17. 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.

18. 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.

19. 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 #9..
- 209 -
-16-
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.
#9..
- 210 -
-17-
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.
#9..
- 211 -
-18-
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.

20. 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.

21. 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.

22. 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. #9..
- 212 -
-19-

23. 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.

24. GOVERNING LAW.

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

25. HEADINGS NOT CONTROLLING.

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

26. 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.

27. CITY BUSINESS LICENSE.

Consultant will have a City of Modesto business license.

28. THIRD PARTIES.
#9..
- 213 -
-20-
The services to be performed by Consultant are intended solely for the benefit of the City. No person or entity not a signatory to this Agreement shall be entitled to rely on Consultant’s performance of its services hereunder, and no right to assert a claim against Consultant by assignment or indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of Consultant’s services hereunder.

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 CAROLLO ENGINEERS, INC. has caused this agreement to be duly executed in duplicate as of the Effective Date. #9..
- 214 -
Modesto Sutter Plant Structural Improvements ESDC Scope.doc Page 1 of 2

SCOPE OF SERVICES
Engineering Services during Construction
for the
Plant Structural Improvements

PURPOSE OF PROJECT
The purpose of this task order is for the Consultant to provide Engineering Services during Construction (ESDC) for the City of Modesto’s (City) Plant Structural Improvements.

The Plant Structural Improvements project that is related to Carollo Engineers scope of work includes:
• New Valve Farm Vault at the Sutter WWTP
• Modifications to the Electrical Substation A at the Sutter WWTP including, removal of the slab, jacking of the building, compaction of subgrade, and reinstallation of the slab.

The estimated construction costs for the project are as follows:

Plant Structural Improvements Project $ 2,500,000
Public bidding for the construction of the project is scheduled to begin in February 2022. The construction is expected to be completed within the following time frame after the City has issued a Notice-to-Proceed (NTP) to the selected general contractor (Contractor):

Plant Structural Improvements 135 Working Days

SCOPE OF SERVICES
The scope of work is defined by the following tasks and the attached scope assumptions.

TASK 1.0 - PROJECT ADMINISTRATION AND MANAGEMENT
Task 1.1 - Project Administration and Management. Consultant will administer the scope of work and subconsultants to maintain schedule and budget under this task. Progress and budget status will be included in monthly progress reports that will be attached to billing invoices. The schedule for required services will also be developed and maintained under this task and will closely follow the Contractor's construction schedules.

TASK 2.0 - ENGINEERING SERVICES DURING CONSTRUCTION (ESDC) Task 2.1 - Attend Pre-construction Conference. Consultant will attend the pre-construction conference and answer questions as directed by the City.

EXHIBIT A
#9..
- 215 -
Modesto Sutter Plant Structural Improvements ESDC Scope.doc Page 2 of 2 Task 2.2 - Review Contractor’s Submittals. Review and comment on acceptability of Contractor’s submittals for the City will be provided under this task. Consultant will review and respond to product submittals and shop drawing submittals from the Contractor forwarded by the CM. Review comments will be returned to the CM for processing and distribution to the Contractor and other parties.

Task 2.3 - Respond to Requests for Information (RFI). Consultant will respond to Contractor's RFI's. This scope also assumes the CM will consider and evaluate validity of RFI's, questions, and modification requests prior to forwarding them to Consultant.

Task 2.4 - Design Engineer Oversight. Consultant will provide on-site field design support services to assist the City and CM with coordination between field construction activities and the office engineering team. This will be mainly completed during the jacking of the existing electrical building. This also includes on-site time for 1 construction progress meeting per month.

Task 2.5 - Review Proposed Change Orders (CO). Consultant will review changes in project scope or time, as requested by the CM. Consultant's scope of work shall include review of the CONTRACTOR furnished supporting information, discussions with Contractor and CM in the field and preparation of technical documents (supplemental drawings, specifications, etc.) to assist the CM with the preparation of the change order.

Task 2.6 - Prepare Punch List. When the project has reached substantial completion, Consultant's design engineering staff including the project manager, structural engineer, and electrical engineer will walk the project site in the presence of the CM, City staff, and Contractor and establish a list of items ("Punch List") to be completed. This list will be issued as an attachment to the “Certificate of Substantial Completion.” Plant Structural Improvements - Scope Deliverables:
• Monthly status reports
• Submittal responses (PDF electronic format)
• RFI responses (PDF electronic format)
• CO responses (PDF electronic format)
• Site visit notes (PDF electronic format)
• Punch List (PDF electronic format)

TIME OF PERFORMANCE
Engineering Services during Construction are assumed to start in early 2022 and will continue for a period of 135 Working Days.

EXHIBIT A
#9..
- 216 -

EXHIBIT A
Modesto Sutter Plant Structural Improvements ESDC Scope Assumptions.doc Page A.1 of A.2

SCOPE ASSUMPTIONS
Engineering Services during Construction
For the
Plant Structural Improvements

ASSUMPTIONS
• The Plant Structural Improvements Project duration is estimated to be 135 working days • City will manage all bid package reproduction and delivery to prospective bidders. • Conformed documents are not included in this scope of services. • City to perform construction inspection and construction management services. • Submittals and RFI’s are initiated, submitted and logged into the document processing system for the project by the Contractor, which are then reviewed and forwarded as necessary by the Construction Manager (CM).
• The CM will perform preliminary review of shop drawings to confirm format and presentation meet the requirements of the contract documents. • The CM will be responsible for review of all of the Contractor's construction management related submittals including Contractor's schedules, schedule of values, and progress payment requests.
• The CM will be responsible for incorporating Consultant's technical documents into change order documents for the City's approval prior to issuing them to the Contractor.

EXHIBIT A
#9..
- 217 -

EXHIBIT A
Modesto Sutter Plant Structural Improvements ESDC Scope Assumptions.doc Page A.2 of A.2 City of Modesto
Submittal, RFI and CO Basis of Assumptions
Task Initial
No. Description No. Hours

2.2 Review Contractor Submittals 25 6

2.3 Respond to RFI's 17 5

2.5 Review Proposed CO's 2 8

EXHIBIT A
#9..
- 218 -

EXHIBIT B

BUDGET ESTIMATE

ENGINEERING SERVICES DURING CONSTRUCTION
City of Modesto
Plant Structural Improvements Project
Struct. Struct. PECE

SP PP LPP P P AP
Rates $322 $290 $311 $245 $245 $200 $185 $134 Hours Budget $13.00 10.0% Column 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19
Task 1 - PROJECT MANAGEMENT

1.01 Project Administration and Management 2 16 0 0 0 0 0 0 18 $5,284 $234 $0 $0 $0 $0 $0 $0 $234 $5,518 Task 1 Total Hours 2 16 0 0 0 0 0 0 18
Task 1 Total Budget $644 $4,640 $0 $0 $0 $0 $0 $0 $5,284 $234 $0 $0 $0 $0 $0 $0 $234 $5,518 Task 2 - Engineering Services during Construction

2.01 Attend Pre-construction Conference 0 4 4 0 0 0 0 0 8 $2,404 $104 $0 $0 $0 $0 $0 $118 $222 $2,626

2.02 Review Contractor’s Submittals 0 25 30 45 25 30 0 0 155 $39,730 $2,015 $3,500 $0 $3,500 $350 $0 $0 $5,865 $45,595

2.03 Respond to RFI’s 2 20 20 25 10 8 0 0 85 $22,839 $1,105 $500 $0 $500 $50 $0 $0 $1,655 $24,494

2.04 Design Engineer Oversight 0 20 16 0 0 0 0 0 36 $10,776 $468 $500 $1,000 $1,500 $150 $0 $313 $2,431 $13,207

2.05 Review Proposed Change Orders 0 6 8 4 0 1 0 0 19 $5,408 $247 $0 $0 $0 $0 $0 $0 $247 $5,655

2.06 Prepare Punch List 0 4 4 0 0 0 0 0 8 $2,404 $104 $250 $0 $250 $25 $0 $122 $501 $2,905 Task 2 Total Hours 2 79 82 74 35 39 0 0 311
Task 2 Total Budget $644 $22,910 $25,502 $18,130 $8,575 $7,800 $0 $0 $83,561 $4,043 $4,750 $1,000 $5,750 $575 $0 $553 $10,921 $94,482 Total Hours 4 95 82 74 35 39 0 0 329
Total Costs $ 1,288 $ 27,550 $ 25,502 $ 18,130 $ 8,575 $ 7,800 $ - $ - $ 88,845 $ 4,277 $ 4,750 $ 1,000 $ 5,750 $ 575 $ - $ 553 $ 11,155 $ 100,000 Subtotals
Misc.

Costs and
Printing
Subconsultant
Crawford
TASK

CAROLLO OTHER DIRECT COSTS COST SUMMARY
PIC PM Civil
CADD Tech. Clerical
Subtotals
Pezzoni
Travel Total ODCs Total Cost
C:\Users\rsellman\OneDrive - Carollo Engineers\Desktop\Sutter Plant Structural Improvements\Modesto Plant Structural Improvements ESDC Budget.xlsx

EXHIBIT B
#9..
- 219 -

Bid Tabulation Tuesday, February 22, 2022
Project Title: Rebid Plant Structural Improvements
Project ID #: 2022-13
Vault ID #: 14-D-0128
Account #: 100931
Bid Opening: 2/22/2022 at 11:00 AM
Basis of Award: By Base Bid Designer: Carollo, Red Inc.

Design Manager: Cristian Cioutau
Project Description: Improvements include reroofing for the Outfall Building; removal and recoating of blisters, exposed SPF, eroded coatings for digesters; new dry blast-cleaning area; new concrete vault; soil stabilization under electrical building; painting of Thousand Oak
Item # Item Description Units Quantity Unit Price Extension Apparent Low Bidder
Caliber Contracting Services, Inc.
(559) 330-6300 5191 East Dakota Avenue, Fresno, CA 93727 Base Bid

1. Mobilization, Demolition, and Abandonment LS 1 $105,500.00 $105,500.00

2. Water Pollution Control Plan (WPCP) LS 1 $7,200.00 $7,200.00

3. Digesters (No. 1 & No. 2) Coating SF 16000 $2.53 $40,500.00

4. Digesters (No. 1 & No. 2) Foam Insulation SF 16000 $11.53 $184,500.00

5. New Concrete Dry Blast Cleaning Area LS 1 $245,500.00 $245,500.00

6. Concrete Work with Steel Reinforcement for LS 1 $727,500.00 $727,500.00 New Valve Vault

7. Structural Steel and Grating for the New LS 1 $468,250.00 $468,250.00 Valve Vault

8. Electrical for New Valve Vault LS 1 $165,200.00 $165,200.00

9. Existing Outfall Control Building Reroofing LS 1 $308,000.00 $308,000.00 and Improvements

10. Ex. Thousand Oaks Lift Station Exterior and SF 10000 $11.90 $119,000.00 Interior Painting

11. Ex. Thousand Oaks Lift Station LS 1 $48,550.00 $48,550.00 Miscellaneous Painting

12. Ex. Electrical Building Leveling and Soil LS 1 $97,000.00 $97,000.00 Stabilization
Total: $2,516,700.00
Harris Builders, Inc.
(209) 664-9486 18736 Bloss Avenue, Hilmar, CA 95324
Base Bid

1. Mobilization, Demolition, and Abandonment LS 1 $77,900.00 $77,900.00

2. Water Pollution Control Plan (WPCP) LS 1 $1,785.00 $1,785.00

3. Digesters (No. 1 & No. 2) Coating SF 16000 $2.69 $43,062.00

4. Digesters (No. 1 & No. 2) Foam Insulation SF 16000 $8.07 $129,190.00 #9..
- 220 -
Item # Item Description Units Quantity Unit Price Extension

5. New Concrete Dry Blast Cleaning Area LS 1 $229,638.00 $229,638.00

6. Concrete Work with Steel Reinforcement for LS 1 $1,299,229.00 $1,299,229.00 New Valve Vault

7. Structural Steel and Grating for the New LS 1 $315,350.00 $315,350.00 Valve Vault

8. Electrical for New Valve Vault LS 1 $41,821.00 $41,821.00

9. Existing Outfall Control Building Reroofing LS 1 $453,891.00 $453,891.00 and Improvements

10. Ex. Thousand Oaks Lift Station Exterior and SF 10000 $11.305.00 $113,050.00 Interior Painting

11. Ex. Thousand Oaks Lift Station LS 1 $45,506.00 $45,506.00 Miscellaneous Painting

12. Ex. Electrical Building Leveling and Soil LS 1 $131,566.00 $131,566.00 Stabilization
Total: $2,881,988.00
Myers & Sons Construction, LLC
(916) 283-9950 4600 Northgate Blvd., Suite 100, Sacramento, CA 95834 Base Bid

1. Mobilization, Demolition, and Abandonment LS 1 $250,000.00 $250,000.00

2. Water Pollution Control Plan (WPCP) LS 1 $2,500.00 $2,500.00

3. Digesters (No. 1 & No. 2) Coating SF 16000 $6.10 $97,600.00

4. Digesters (No. 1 & No. 2) Foam Insulation SF 16000 $25.00 $400,000.00

5. New Concrete Dry Blast Cleaning Area LS 1 $282,000.00 $282,000.00

6. Concrete Work with Steel Reinforcement for LS 1 $1,192,721.00 $1,192,721.00 New Valve Vault

7. Structural Steel and Grating for the New LS 1 $610,000.00 $610,000.00 Valve Vault

8. Electrical for New Valve Vault LS 1 $57,700.00 $57,700.00

9. Existing Outfall Control Building Reroofing LS 1 $573,500.00 $573,500.00 and Improvements

10. Ex. Thousand Oaks Lift Station Exterior and SF 10000 $9.69 $96,900.00 Interior Painting

11. Ex. Thousand Oaks Lift Station LS 1 $39,000.00 $39,000.00 Miscellaneous Painting

12. Ex. Electrical Building Leveling and Soil LS 1 $117,450.00 $117,450.00 Stabilization
Total: $3,719,371.00
Engineer's Estimate
Base Bid

1. Mobilization, Demolition, and Abandonment LS 1 $90,000.00 $90,000.00

2. Water Pollution Control Plan (WPCP) LS 1 $30,000.00 $30,000.00

3. Digesters (No. 1 & No. 2) Coating SF 16000 $10.00 $160,000.00

4. Digesters (No. 1 & No. 2) Foam Insulation SF 16000 $15.00 $240,000.00

5. New Concrete Dry Blast Cleaning Area LS 1 $200,000.00 $200,000.00

6. Concrete Work with Steel Reinforcement for LS 1 $600,000.00 $600,000.00 New Valve Vault
#9..
- 221 -
Item # Item Description Units Quantity Unit Price Extension

7. Structural Steel and Grating for the New LS 1 $500,000.00 $500,000.00 Valve Vault

8. Electrical for New Valve Vault LS 1 $100,000.00 $100,000.00

9. Existing Outfall Control Building Reroofing LS 1 $350,000.00 $350,000.00 and Improvements

10. Ex. Thousand Oaks Lift Station Exterior and SF 10000 $10.00 $100,000.00 Interior Painting

11. Ex. Thousand Oaks Lift Station LS 1 $40,000.00 $40,000.00 Miscellaneous Painting

12. Ex. Electrical Building Leveling and Soil LS 1 $90,000.00 $90,000.00 Stabilization
Total: $2,500,000.00
#9..
- 222 -

CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

April 12, 2022
March 16, 2022
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Second Amendment to Agreement with NV5 for Construction Management and Inspection Services for the Del Rio Tank No. 14, Well 68, and Pump Station Project
CONTACT: Jesse Franco, Engineering Division Manager, [email protected], (209) 571-5175
DESCRIPTION:

Consider approving a Second Amendment to the Agreement with NV5 of Manteca, CA, for Construction Management, Testing and Inspection Services for the Del Rio Tank No. 14, Well 68 and Pump Station Project in an amount not to exceed $35,328, for an amended total amount not to exceed $1,235,020. (Funding Source: Water Fund)
STRATEGIC PLAN ELEMENT:

The recommended action supports the 2020-2025 City’s Strategic Plan Initiatives, Goal D:

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

BACKGROUND:

This project will construct a 0.25-million gallon steel water tank, a 1,000 gallon-per-minute (gpm) well production pump, a 2.45 million gallon-per-day booster pump station, a 1.4 acre-foot retention basin, and a 16-inch transmission main installation from the intersection of St. John Road and Country Club Drive, south to Ladd Road, where it will tie into the tank site. The project will increase service reliability and correct existing supply and pressure deficiencies of the City’s Del Rio water system located northwest of the Modesto city limits. The project site is located at 718 Ladd Road on approximately 4 acres southeast of the intersection of Ladd Road and St. Johns Road.

On October 2, 2018, by Resolution No. 2018-432, Council approved a contract with Mountain Cascade Inc. (MCI) of Livermore, CA in the amount of $7,510,835 to construct the Del Rio Tank No.14, Well No. 68 & Pump Station Project. On this same date, by Resolution No. 2018-433, #10..
- 223 -
City Council, April 12, 2022
Second Amendment to Agreement with NV5 for Construction Management and Inspection Services for Del Rio Tank No. 14, Well No. 68 and Pump Station Project

On October 2, 2018, by Resolution No. 2018-433, Council also approved an agreement with NV5, Inc., of Manteca, CA, for Construction Management and Inspection Services for the Del Rio Tank 14, Well 68, and Pump Station Project for $1,000,000.

On May 5, 2020, by Resolution No. 2020-215, Council approved an amendment to the agreement with NV5 to provide Construction Management and Inspection Services for the Del Rio Tank No. 14, Well No. 68 and Pump Station Project for $199,692.

On April 23, 2019, by Resolution No. 2019-432, Council approved an increase in Director’s authority to issue change orders from 8 percent ($600,687) to 35 percent ($2,628,793) of the original construction contract price of $7,510,835 with Mountain Cascade Inc., of Livermore, CA, for unforeseen conditions resulting in the water treatment system necessary for the completion and operation of the Del Rio Tank 14, Well No. 68 and Pump Station Project.

On May 5, 2020, by Resolution 2020-215, Council approved an increase in Director’s authority from $2,628,793 (35%) to a not-to-exceed amount of $2,854,117 (38%) for change orders associated with the treatment system, as well as approved a first amendment to the agreement with NV5 for an increase in costs for additional construction management and inspection services in the amount of $199,692, resulting from the extended construction schedule from the installation of the treatment system.

DISCUSSION:

The project was scheduled to be complete by December 31, 2020. Unfortunately, the project experienced delays due to unanticipated circumstances related to the well disinfection and bacteria testing, as well as pump motor and flow meter issues. These delays resulted in an extended construction schedule and extended construction management services and additional inspections.

Construction management services and additional inspections are no longer needed, as the project is being prepared for close-out and Council acceptance. However, staff is recommending a second amendment to the agreement with NV5, in the amount of $35,328, to cover the additional construction management and inspection services that were required through completion of the project.

FISCAL IMPACT:

Funding for the construction, contingency, administration, and City staff design support, is budgeted in the current FY 2021-22 Capital Improvement Program budget in account:
100473 – UPP.Engineering “Del Rio Water Tank”

ANTICIPATED CONSTRUCTION MANAGEMENT EXPENDITURES
Construction Management and Inspection Services (NV5) $1,000,000 First Amendment $199,692
Second Amendment $35,328
$1,235,020
Funds are available and budgeted in Construction Administration (CA) and will be used to fund this amendment to the agreement.
#10..
- 224 -
City Council, April 12, 2022
Second Amendment to Agreement with NV5 for Construction Management and Inspection Services for Del Rio Tank No. 14, Well No. 68 and Pump Station Project

COMMITTEE RECOMMENDATION:

The Del Rio Tank 14, Well 68 and Pump Station Project was presented at the Special Finance Committee Workshop on April 30, 2018 as a highlighted high-profile project. This presentation was part of the draft Operating Budget Workshop, which was recommended to forward to Council for approval.

CEQA/NEPA REQUIREMENTS:

On September 5, 2017, Council certified the Final EIR for the Del Rio Tank and Wells Project by Resolution No. 2017-347. The EIR identified significant and unavoidable environmental impacts of the Project. Certification of the Final EIR required the adoption of a Statement of Overriding Considerations explaining the specific benefits of the Proposed Project that outweigh its significant and unavoidable impacts. Council determined that any remaining unmitigated environmental impacts attributable to the Del Rio Tank and Wells Project are outweighed by specific benefits outlined in the Final EIR.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving a Second Amendment to the Agreement with NV5, of Manteca, CA, for Construction Management and Inspection Services for the Del Rio Tank No. 14, Well No. 68, and Pump Station Project in an amount not to exceed $35,328, for an amended total not to exceed $1,235,020, and authorizing the City Manager, or his designee, to execute the amendment.

Approved by:

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

1. Resolution

2. Original Agreement with NV5

3. First Amendment to the Agreement with NV5

4. Second Amendment to the Agreement with NV5

5. Exhibit 2
#10..
- 225 -

MODESTO CITY COUNCIL
RESOLUTION NO. 2022-XX

RESOLUTION APPROVING A SECOND AMENDMENT TO THE AGREEMENT WITH NV5, OF MANTECA, CA, FOR CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES FOR THE DEL RIO TANK NO. 14, WELL NO. 68, AND PUMP STATION PROJECT IN AN AMOUNT NOT TO EXCEED $35,328, FOR AN AMENDED TOTAL NOT TO EXCEED $1,235,020, AND AUTHORIZING THE CITY

MANAGER, OR HIS DESIGNEE, TO EXECUTE THE AMENDMENT
WHEREAS, this project will construct a 0.25-million gallon steel water tank, a 1,000 gallon-per-minute (gpm) well production pump, a 2.45 million gallon-per-day booster pump station, a 1.4 acre-foot retention basin, and a 16-inch transmission main installation from the intersection of St. John Road and Country Club Drive, south to Ladd Road, and WHEREAS, on October 2, 2018, by Resolution No. 2018-432, Council awarded the construction contract to Mountain Cascade Inc. (MCI) of Livermore, CA., in the amount of $7,510,835 for the Del Rio Tank No.14, Well No. 68 & Pump Station Project, and WHEREAS, in accordance with Modesto Municipal Code 8-3.204(a), “Exceptions to Formal Bidding Requirements,” this agreement for professional services is exempt from the bidding requirements of Modesto Municipal Code 8-3.203, and WHEREAS, the project was scheduled to be complete by December 31, 2020; Unfortunately, the project experienced delays due to unanticipated circumstances related to the well disinfection and bacteria testing, as well as pump motor and flow meter issues, and WHEREAS, these delays resulted in an extended construction schedule and extended construction management services and additional inspections, and WHEREAS, Construction management services and additional inspections are no longer needed, as the project is being prepared for close-out and Council acceptance, and #10..
- 226 -
WHEREAS, City staff recommends approving a second amendment to the agreement with NV5, to provide construction management, inspection and materials testing services.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves an Amendment to the agreement with NV5 for construction management and inspection services for Del Rio Tank No.14, Well No. 68 & Pump Station Project, in the amount of not to exceed $35,328, for an amended total not to exceed $1,235,020.

BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to execute the amendment, in a form approved by the City Attorney.

The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 12th day of April 2022, by Councilmember?, who moved its adoption, which motion being duly seconded by Councilmember ?, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST: ______________________________
DANA SANCHEZ, Interim City Clerk
(SEAL)
APPROVED AS TO FORM:

BY: _____________________________
JOSE M. SANCHEZ, City Attorney
#10..
- 227 -











 

 
 










 








 






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
 (:R) &%&G:%&)1.;2.71,-0+/12.26/317+N0-*-./)+.,/3-*H/H+8 I02*17-);2A-.+./7)+.,7/1IH8+/12.73-0-1.+6/-0;2./+1.-,)/3-I+0/1-7+N0-+762882E7O  M 



  42.7H8/+./73+8H.,-0/+P-+.,;2*I8-//3-I0-I+0+/12.26/3-7;2I-26 E20P+7-/620/3+.,,-7;01<-,1./3-,2;H*-./7+/+;3-,3-0-/2+.,0-60-,/2+7&X31<1/J#J 20JI02U-;/JM3-42.7H8/+./73+8I-0620*/3-7-0A1;-7+7,-7;01<-,1.&X31<1/J#J1.+*+..-0 ;2*I+/1<8-E1/3/3-7/+.,+0,7261/7I026-712.)+.,73+8I02,H;-+6H885;2*I8-/I02U-;/3+/17 +;-I/+<8-/241/5M
 9M




  317#N0-*-./17-6-;/1A-+726/3-,+/-6107/E01/-.+<2A-+.,E18 ;2./1.H-1.-6-;/H./1841/5Y7+;-I/+.;-26+.,I+5*-./620+87-0A1;-7+H/3201Z-,<541/5+., #10..
- 228 -



 



 


  

 



 






  


 
 !"
##
 







  


!"
##!
$ 






 
 
!"
##

 %
 &'()*+,-./'+0

 "
1+/+*123+45*41 +/+*.61+/+*1.2'3,-+41+/+*123+45*41+/+*.61+/+*1-+41789:;;4'<<-5,1 =>???@???078AB "   C    
 D

!"
##
 
 






 
"

 

 






  E
 

 
 

F




 
 

G


!"

  


 
 
 



!"

H 



 













 












 


#10..
- 229 -



  
 






  


 
!"#!$%!%$& "
'%$
'!"&

"(%$

'%
!%!)%&&*%$$%$+(
)'!)',
!
#!$%!-%%!%
%%$
!'%+&

!%$'%&%,
$%!).&
!'"%
-$%%$$"
!
!%$
"
%'
$%!)'!'%+&*
)#
+ -
*
''!
&$%),+
 
!#!$%!
-%%!%
-
$
$$- ,'!"!%$+%'&)%!)&

!%$&%'
'
%/

!)
!"!)&
!
!"
&&%
%'%$&!%
!"%!)&*
)&

!%$%)*
'%!)'

!)%
!%)
! 
&0'   1 23445

36736352633
  #!$%!%&!)#
+%89:9;<=>89?@-
$,&! &

%
$+&!
,$
&

%!'
*
'
)
!
 
!#
+%
!)
!
 
!
!$
%!'!%&!%
!,+#!$%!#!$%!

%%8A9;8BC9?D9;8EFGHI



,)*)&0'%

,0'

 
!-
$,%
%,*
!%
)&!
 J <
34K 2L53

M

3
L


  A;9?@NOCPQLPDRS9;8@
  $$&")%-
!")
!"%&
'"-/
!&%&%!)

!'
)!%$-/
%
%$
!
)!)%$,'
"%!)
%
!&&+

#
+"%!)
%+,),+#
+%

%+(
-
%!+%))

!%$'#
+T&
%$,),+#!$%!
&&%!
'!%'-
.&&

-
!'!!
#
+
  
#10..
- 230 -




  




 





 
! 
! "



  #

!
!
!
!


 

#
$




 
 






!  
 
#


" 

$ 
%
!



$
!
 !!&
  '



 !
 

"
 
% 


%
%



 


!
'#





%
%&(
! 

%"
 !
 

!

!
"%




'#

#
!

%&
 )& *+,-.*
/*0123./1*2+4+.-+5
  


#



%#

!!
 #

# 
'%
"
 
 

'#


"

$
# $

#

%
 
%6&
 7& /*+2+-1081*2.8125
  

#

%
 
!


%

!

!#
!#

!

!
% #

!$
!

 " 
 
'&

#

!
'



%%$
%
!
&



(9!
!
#

%
:
  
!!


 

%&
 
#10..
- 231 -




 







 
!
 


"
#$#%
%
!
#
 #
& &

#


!"  #
'(!


'%

 
 !!)
' 
!  # #

!'(
  *! 
"

$%
'!!
 
 %
!

#


!& $
%
!!
+

#



!& 
,- .
/

012
31
23 
  !! #%
!$$## $
!

!
 !##%
!!# #$!#  

  
$## $!
#%
%
!$
 &
#$




!!##%

%
!

!
" 
'&
%

4$## $!
#%
 

!
#%
!5




%
!
%
!


 
 
 

 

 !

!
!6&

  %
!$$## 
!

$!

 #$!
 

!&

  

!
#%

  %
!!

$
!
## '(
& &


%
!

%
!!
#10..
- 232 -



 








 






 









 

















 


 










 







   



 



 























 


!  



 



 
 



 








 


  




  !

 


 

 

  


 



 



 


 


   

 










"
 

 






 

 













 



  !

 
 

 
 


  
  


 


 


 




  


  









 





 




 







 


 

 
  !


 
 

 




#
$





 




 



 

   
 


 






 




  










  

 
 




 




 



 



 %%  &''()*+,*-.
#10..
- 233 -



   



   

  


 
   

 




 !"#$"%&' ()*+,"-.!"#)*!/01
  2
 
 
 
 3



 

 
 

  

 

 







 
 
 

  4



5  $'"*&#01
   4 






 






  

 
  
 



6


  789

 8
 
 
 
  



 9: 89 

3 

 




 
 
  




 : 89

 3    4
3
 
: 89  



; 
 

 

 

<


 
 




  
  

 


 


  



67
=>?>62@A
A7 
7 BC3D


 
7

CE
 6 6
F
    G3
HC55 
7 I ?3J<  J7 8H
K9CLH
HCLK
 =

7 8FH95H
L
KK  
G7 I 
?MBC

 
#10..
- 234 -








 
 
 


    !"#$#$  %%
 &&%
'  (%
 ) *"+#,-
#
*  
.&
 ) *"+#,,
$*   

&
 .'/01. 
- 234567389:69;5269<93=4>
  (%?&
%(
&@1
A%
@%
%
%
%

&
(&&A%0%?
%.A(%?
%..@
%&.%%(B

&%
%(
&
@11%.?.(%?
%.(

CD?C(E
%
0(
 (@&...
((
&@1(
!()$*+
@.
%.&
% 

&.(
%0%(@&.!%.
(
&C01%(E
%
0( C.
&!?%.@D?!
&(&&A%0
%?
%.@&.
  %(1%(..
%?
%.D?(?%%@1
%..
%.&
%(..
(&
%F
%
&%?!(%?&
%(
&
@1!
%(
&D??C.%
.@1!

%
@.%%@.% @
%(?%!
%%%(%?@1%0(
(
%
&%?
%(%(
&C@1$*
G%.(.
%.&
%%(@&.%?
%.
D?(?%)-*
G%.(@&.
.
%.&%%
@
%@?+
%
%!(%
%?%
&?.(@&.(
&@1(
%
&%?
%(%
%%..
%.&
%
%?
%.@&.A(%#C?%

.@?.(%. (%?&
%(
&!

?(
@.%%@.%@
%
AE@!
?%@%
&@H?(
(D?%?
%.%(@H.

%%@&
.
%
%?
%.(
%C%.
%.&
#10..
- 235 -



   












 








  !
  
 "

#


 







   
$
%
$ 

$&
!'
"


#

'
 
 
 &

&&
&



$


&


&&
&




 


 %
( 
&

&&
&






)
$

!*

 

$





 

&+
&

$$


&&
&

&,



$

-
$  -$

$


$

 
- $

$
$




!
   .

#


 


 



   
$
%
$ 

$&
!*

 

+




 
$
%
$ 

$&
!
  $ / 

#


 


  
$
&&
&
!'+
&


$







$ 


0


&


!
  '



$









   



 

&













 









1
2&
 
 +$









+
 +$
$!3



 
$
+
 

 
$




+
 +$
$

.&








 $

$


$
$ 

$!
4



$( 

)
$
 



+



 


$

.&

 


 

)





#10..
- 236 -





   
 


 
  

  

 

 
  
 













 

 















 
!

"

 
 #

$ 
 
!

"

 



 


 


  
  
 













 

!





  
 
 

  "



%
&





  










  
 '




  







 

 

'




 

%&  


(
 "
 )*+,,
 


 
-!.



  
 













 







  
 


  
 



 


  /012345615789:;;7<=>?@AB7/C5D7E@F978B<:=:FB7GA>=8BHBGF87 B?@ABGI@GJ7<=>>K7>K7F9B7/C5DL87:AA@F@>G:;7@G8M=BA78F:FM87:87F>7N>F97F9B7JBGB=:;7;@:N@;@FO7:GA7 :MF>H>N@;B7;@:N@;@FO7@G8M=:GIB7<>;@IB8P7CG7:AA@F@>GQ7/012345615789:;;7<=>?@AB7/C5D7 E@F97:7R>=SB=87/>H<BG8:F@>G78MN=>J:F@>G7E:@?B=7NO7E:O7>K7:78B<:=:FB7GA>=8BHBGFP76;;7 BGA>=8BHBGF87=BK=GIBA7:N>?B7HM8F7@GI;MAB7F9B7:<<;@I:N;B7<>;@IO7GMHNB=P7   T




  

U
 
VWXY$)WZX

















  
[   










)








 

 
[  














 
VWXY$)WZX



 



  
 \ 5]^_C165C0170`76a^]]_]15P
  5B=H@G:F@>G7NO7/@FO7K>=7bBK:M;F7>K7/>G8M;F:GF
#10..
- 237 -



   





 




























 



















 



 



















 




 




 
! 

 









"







 







  #$%&'()*'+(,-.,/'*.,0+%,/+(1$('$(2$,
 












"















 











  


344



 







  





5 












































 


34








 





678
 

























 

























  9+:*;#$%&'()*'+(,9%+2$<=%$  
  >


























 

?




4
 
 














 


















 







 







@

?


 





A





#10..
- 238 -




















 


















































 
!





























  







!



!













 
 

















 







!


 "
!






!
























 



  













!



 
























 #






 







$




!











 















 %

 
































!






&








 


'







(





!

 




























(


$


 %






















(





 












#10..
- 239 -






















 






 











   







 




















 



















 
 

 

!






"





#

$ 



















% 
 













&

$ !









% 

 















"










" 
 
 









'()*+,-./)-+01)+123,4-0/)31'5,3430)1
  


!




6


"


" 













6


"


7"


 

 












 



89:














!


;







!

 



 
"








"<


"=



"

#10..
- 240 -



 

 



  



 





 

  
 

 


!"!
#$%&'())$
*+!
,
- .
/ 
0

1  


2 310

2 3


2
1 

2


40
560




1
2
1 

7

88


 


9   

1
 

 
 


 40

0
0


0


 
1
2





 40


2
 8 !-#
,-! '.
   60








 1

 
0 

 



















:0 

  

0


0
0



:0  1  1 1  2 0




0
 




;1
 :0

 












 



0


 





 

0

 


 1
 
0  


 
0
1  






0 
< 
  0

=












 
1


0 1 


1


1



 


 40


<  0

1 
0 





1

 
0


 > #!?%+
$
?()+ !(-.
  <




  
 
10

0  



 


<   

 


;
0


 1 


 



< 


0
 



1 
11 






1 



 









 


#10..
- 241 -



 




 




 

 

  
 
 

 
  


   



 






 
 

 

 




 
 

 
 









 




  

 

 
 


 
 





  

 








  



 


 




 



! 
"


"

  







 
 
#


 

"
$


 "


 
%&&

#' 


    
 



 

"

   "
 



 


 "
 

  





 




 




 
"

  





  

 
"


" 


 





 "

  
  


 
 
  




 

  
 
 
 
(%&)

 



 
" 
"

  
* 


 






 

 

  
+ ,-


 

  

 







 *./01.2
/23'340*1!.2.2&&5&& (6&
&&&&&)2*77
!'  





 
+ ,8


 

 

 





  



 ,







9 " "

  
 








 ,



  
(:)




 




   




 
+ ,8



#10..
- 242 -



   













 

 



 





 


 

















  
 

  !




"#
  $ 
 
 

 
 

 
 
%

"

 

 


 


 


 


#$ 
 

 
 

 




 



 



 



 
 

#$ 
 




 




 
 








 
 

 







 

 

 



 
#$ 

  

 


%




 


  
#
  &

















  
 




 
 




 

  '
()







*


 #$







 
 
'
 
 
 



 
)













 

 
 



%






 
 

#
 








 



 


 






%




 
 













 
+



 

%

#


'

 


 



 
#
  $ 
 




$
 #,











-
 


, #$ 
 
' 












)




#
#10..
- 243 -



  




 
  


 !
"


# $!"%


$&

!
%!# !

# '
&(! $!"%
)*!*!
%
 !!%





*
&$!"%
&*!(
&
 %!! ! !(*(!
 "
%%*'!"*!*!
%+!((

 !"
!%
'!+#!
%!#+
&"*

 
*!

&
' !*!

!,!(""#
'!(
!
*!!
&!(+ !
!+

*!'!!(
%
!

'
%
"%* (
%&

!#&
%*

 -. /

0 1
0 2
3
  4(
&*!'!%
&
 !"!( !*
5"
 !!'
%
+'!
+!"(! 
%+
*!'!
%'%
!"("%%(! #!"*

!'
%



&#
&
 - 6
1

  #
'&
&*
&!!(

!(
&*!'! !(
%#


%!!*
! !"


#
'!(
&!!
"7"
!("%* (
%&

#
 --
82 
  $&)
"%&
"!9
*
'
%
'


%

!
%!
%*!+ !
 !
+ !

! "+ !
(%+

*!%
 
&!
"


'(&$!"%
) 
!$&"

  $!"%

!
*!+ !
+
! "+

(%%

! 
"
(!
*!
!((!":;<&
(!%%!#

!((
%*
&
#10..
- 244 -



















 





 


!"#"
$%&'(
  )
*


+  


,

-



 
 . / &0#"
1$"
2$3
"2!
%%#"
(
  4 


 
*
 



 



+
 


 

*

 5 3
67%#&"3 $'#2/$%&'1(
  







 ,



 

8




9  ,

9

9 



 





 
,








,


+

9

9 

,
9  
9




 

 : 3#2;$<=1#" 11$%#3 "1 ($
  


,

>

+

 



#10..
- 245 -
#10..
- 246 -











 !"!
#
$%!

&!'
!

(!)
*

+,
-.
/!))
01
23 #
4"%
&

45!

6$)#

7##

)
/!))
+!"!
&8!"9

:;<=>?=@A=B
CB@DE>
B>>FGH=IDEEJ@GH=CCB@>GDC>=BK
B
KB>
BI=B@FC>=B@GH=C@ G>;LEM=:
BANOPQERSTU
BIDKFV>
=BGWC>S:;FGF@I
C=E>?=BCEDI@
XYZPZZZ 
EBF>
[E\
>G@>G
>
BAP
NK=E=B
EBJFGJI
?FDKF@>
=BP
BI
NPZZZ
EBJFGJ K=BD>IK@>=C\EE\=>;
C>=H
>IC
G[B>G
>KB>@?>K]>[CB@>GDC>IH=@C;
BGIGG
@F
G
>CB>G
C>^S:;TZJ>I=
K>G@>E>
BA\=E[CB@>GDC>I=B
CGI
BC\=>;_QQ_LNZZ @FC=C
>=B@S:;FDKF@>
=B\=E=BCEDI>;GTZ;G@F\G
`=
E?J@FE=>CB>G=D
EFDKF@
BI\=E [;D@I=B
OZJ>[?YNJ>CBCG>K
@BG?[D=EI=BS_II=>=B
E
>DG@=BCEDI
FFG`=K
>E? XPTYZJ>NTa>G
B@K=@=BK
=BP
BKGBC?BG
>GPIG
=B
[
@=B
BI@=>=KFGHKB>@S RbY;
@IHEFI
CKFG;B@=H@CF>C>=HE?K
B
>;CB@>GDC>=BF;
@S:;=@CF=@ [
@I>;GcD=GKB>@>G>;=B>;McD@>GGF@
E@]Md^
BIDG`FG=BCK
B
=B @=K=E
GCKFE`>
BA
BIFDKF@@>
=BFGWC>@Se
C;>
@A=BCEDI@
B
G
>=H@GH=C@>[ FGH=II
BI
I@CG=F>=BIE=HG
[E@S
14*fgh0&+*i+$h0
4j7&f
1
*fk$f/
4*hlf+
(hi
f0+&
70(
h0&+*i+7m$n$+o
*fk$f/

RbYFGGKI
CB@>GDC>
[=E=>?GH=\>;LEM=FGWC>=Bd[GD
G?XZNUSRbY\=EGH=@>;=@ CB@>GDC>
[=E=>?GH=\GFG>
BIG@DK>;=GH=\>;CB>G
C>ICDKB>@S:;GH=\\=EA G
K[=D=>=@
BICBE=C>@P=BCEDI=B=BCB@=@>BC=@[>\BF
G>@>;FE
B@P@FC=C
>=B@P
BI @>=K
>@S pqrstquvwrqxyz{|}z|~z€‚€ƒz„|

€†‡ˆzƒ‚‡‰z€„|

€†Š‹‡‚|†ˆz~|z„|†‡‹„‡z
|Š‚~‚„‹‡‚|†ˆz‚†z‹z‡‹„Œ‹Ž€z
ˆ€‹Šˆ‰€€‡z~|
‹‡z
1‘1
’$’gh““

ff+$0”
/$+j
$+o

RbY\=E
I
K>=B\=>;>;<=>?
BI<
GEEeB=BG@>I=@CD@@>;I@=BP@C;IDEP
BI> CGI=B
>G@FB@=[=E=>@>;>
KSVFC=C
BI
=>K@\=E=BCEDI• – eH
ED
>DBG@EHICB@>GDC>
[=E=>?GH=\CKKB>@
– LHEFCB>G
C>
IK=B=@>G
>=BFGCIDG@PD[K=>
EK
B
KB>PGH=\>=K@P FGCIDG@GC;
BGIGCBCDGGBCP
BIBG
E=B@CKKDB=C
>=BS – L=@CD@@>
D@D>=E>?
GKB>@PFGK=>
FFE=C
>=B@
BI>@>=B
BI@>
G>JDF FGCIDG@S pqrstquvwrqxyz—‚‡€†z‹}€†Š‹z‹†Šz
€€‡‚†}z
‚†˜‡€ˆz
1™1
f&+7mn$&j
4*hlf+
4*hf(i*f&

RbY\=ECEE
[G
>\=>;>;<=>?>FGF
G>;<B@>GDC>=Bš
B
KB>GCIDG@š
BD
E>;
>\=E @>
[E=@;>;@FC=CFGCIDG@G>;FGWC>S:;=@K
BD
E\=EI>
=E>;
IK=B=@>G
>=HFGC@> ›œžŸž ¡¢
#10..
- 247 -

 































!"# $%&! '()*+,-./01.2+,)34,45676,.)8/+1690/6)34,04:)10-.+72;69)<+/).=6)>/+?61.@)

ABCBDEFGHIJKLEMHLNIJOFFLNJP



Q

RST



 

UV
W


W

U









RST
U






W





!"# $%&! '()8/61+,-./01.2+,)766.2,5)72,0.6-)

BHIJKLEMHLNIJDXYKF
BABZIHMOFJLDEFGHIJKLEMHLNIJHIJZNLNIJK
RST
[








U

























!"# $%&! '()84>6/)4,9)6:1./+,21)+>26-)+<):4\6:69)>=+.+-)4,9]+/)9252.4:)^296+@) BOI_N`NaYLNIJ
RST
U



W

W
b








!"# $%&! '()c/4d2,5)+<)-2.6):4e+0.)2,1:092,5)<26:9)+<<216):+14.2+,-f).67>+/4/e)0.2:.e)1+,,61.2+,-f)4,9) 6g02>76,.)-.452,5)4/64-@) BhBDEIiFHLHIIEZNJYLNIJYJZHIEEFKDIJZFJHF
BhBABNjklmnokpqjrpksHqjkmnokqmtHpkuKknvtZlwpxjFjxpjllmtMkpyklwnjzIkslmKkn{lsqyzlmw RST



b


U
[


U

UW





RST

 WW


W



b

RST


U
U




bRST








U
RSTUb







U





W[




!"# $%&! '()|4/2+0-)<+/7-)+<)d/2.6,)1+//6->+,96,16)-01=)4-):6.6/-f)<26:9)+/96/-)4,9)1:4/2<14.2+,-f) 1+//61.2+,),+.216-f)1=4,56)+/96/)6g06-.f)./4,-72.4:-f)6.1@) BhBBD}~ypoI}kmlnos
RSTW

€


W
U





VU
U


WUW





 WV








b‚
ƒ„
†‡†ˆ‰Š
#10..
- 248 -

 























!

"

#


$%&'
%'





$
&(



!!  



(

)*+,-*./0+*1234567895:;3<=83>?@:9A3B=8C;D=>35EF3A=?EA9:3G7769EH;I3B8967E387A=8F;3=<3A=GG?E9A569=E;3 B96D3G7G@78;3=<36D73>?@:9AI3A=E;68?A69=E3A58F;I3>8=J7A63@9:@=58FI3D=;67F3>8=J7A63B7@;9673B96D3A=E67E6K3 LMMNOPQORSSTRRUVWQS
XYZ##'[ 

\XYZ(

]^## 


^


\XYZ
 


_`a


\XYZ
!



\XYZ 


\
)*+,-*./0+*123b8967E35H7EF535EF3G7769EH3G9E?67;I3A?887E63:=H;3=<3;?@G965:;c3def;c3e97:F3g8F78;c35EF3 higjiigK3 LMMkMTPWUlmnoRpPOUPqVUn
XYZ
'[
!r



\s


!

#



#






!

$

&
!\s

^^

_`a
'"\_



 '\a


'\t !


!\a!








 #\tu^ '


$&'[

!\
)*+,-*./0+*123h5>7835EF37:A68=E9A387>=86;375AD3G=E6D3F?89EH36D73A=E;68?A69=E3>D5;73=<36D73>8=J7A6I3iv3 =<35::3>8=H87;3>D=6=;35EF3w9F7=;365C7E375AD3G=E6DI3xyz{;39Ew=9A735EF369G7A58F387>=86;K3e9E5:3d7>=86c3 5EF3h87;E6569=EK3
LMkMNo|}~q€T‚ƒ‚„o€‚|ƒ€ƒ|q
T~ƒ€‚|ƒ
LMkM†MP‡ˆ‰RWUqPWUOPm
Š‹ŒŽ‘
#10..
- 249 -

 








 !
"
##
$#% & 


'
' (##%


)#
 
*+,-.+/01,+234567896:;<76=4;>?4@A::6=BA>?6>@6=4C874<64;@@AD>E6?4FA:48>46GD87?6:H4IJK4C874B:A98?64B;B6:4 @AB86=4AF4C:8E6>4@A::6=BA>?6>@64;>?49;:8AD=4E:;@L8>M47AM=4;=4:6ND6=E6?H4 OPPOPQRSTUVWTXYZY[T\TZ]YZU^T_`Ta


"
b

"
#

 # c


#
"



"

" 


##"
"#

)# &
)#
 #

"
#% 






)$##    


$#")

)
#

 c#


$
#### 



'"#" 
*+,-.+/01,+234dBB:A96?4@AB86=4AF4<;=678>6e4<;=678>64:698=A>=4;>?4fA>Eg7h4DB?;E64=@g6?D76=H4iB?;E6=4EA4 =@g6?D764FA:4jk4=6:98@6=e4;=4>6@6=;:hH4 OPPlPmTTnWoQ]YT\TZ]pqmprn`Z[sYotumQmsv



)

!)b!)w
 


$

$

)"
#
# 



!b!w

"
)# 
*+,-.+/01,+234x66L7h4yE;E6f6>E4AF4xA:L8>M=45;h=4>A47;E6:4Eg;>4Eg64FA77AC8>M4zD6=?;h4AF46;@g4C66LH4 OPPQV{\`]YWXYZY[T\TZ]



# 


"#b
b

$

"
#
"
 

$"

w# 


)

 |"



#"


#
"



#
# }#~
#





#~#
"
# 
*+,-.+/01,+234yD<f8E;74jA>E:A74yg66E4;BB:A96?4y@g6?D764AF4yD<f8E;7=4<8€C66L7h4yD<f8E;74AM4@AB86=4 AF4=E;fB6?4=D<f8E;746;@g4fA>Eg4‚DBA>4:6ND6=EƒH4
OPP„P^T
VTt]qpr†Zqpr\Y]`pZu^‡†vXYZY[T\TZ]






  &ˆ}‰ 
#
" ˆ}‰

"



!
Š‹ŒŽ‘
#10..
- 250 -

 









































 

 

!



"


#$%

"
&'()*'+,-('./012345567809:;07<=>0?<@25A0<B0B2CD709:;A05D?E0F<CGE0HI@<C0J5KI5AGLM0 NOPOQORSTUVTWXYZ[XV\U]^_U^`RZ]aXV_ZSVT^XbTZ[XV\U]^_U^`ZZ]acXVX\UdUVT e




fgf



 





"

h

 



i




j








!

fj








k
l#





ig

lm






l




h
i
l#


n

n

f


i




lf






fg
f
"
lm
fh






l
o

ji




" 
"


"m

epq"#




m


%

#

l


f
"



"

lr





f
n 

gstep



"


&'()*'+,-('./01234556780uvwxvvw07<=>0yJDBG0uvw0DCy0F5F<02C?7Iy2C=0D770AI@@<JG2C=0y<?IF5CGDG2<CM0 NOPOzORSTUVTWXYZYXWd{cXVX\UdUVT



"




















j



h

 












m

#





|

















 






















i





"j
j












p
"


"



&'()*'+,-('./0v<@25A0<B0}<G2?5A0<B0u<G5CG2D70v7D2FA0DCy0J5A@<CA5A>0?7D2F0~IAG2B?DG2<C0F5F<JDCyIFA0DCy0 AI@@<JG2C=0y<?IF5CGDG2<CM0 NOPOOcSVT[Y€RX€dUVTU‚WUƒ



j


















i



"





„

t















†‡ˆ‰Š‰‹Œ
#10..
- 251 -

 
























 






































 






















!


 "#





$























%
&'



()*+,)-./*)0123456789:;<=>7<8?@8A67><BC86DDE?F<=8G?5H;7I8DE?JE<B8D6IG<5H86DD74:6H4?5B8K4H;8L4=8MH<G8 N6IG<5H89;<<HBO8 PQRQ QSTUVWXVYZ[\T]^_
#

``







'



%

abc
%

 


















 







%







%








d
































#


``


abc









%

()*+,)-./*)018N<E4?=4:8?D4<B8?@876e?E8:?GD7465:<87?JBf8>D?58E<g><BH8 PQhQXijklmnXloijipkqmrsloijtojkuqXloijsjvlqklojw
PQhQxQy\_[zo]{Z_^|\V]{
abc












&



 


















































}
~







€






 









%


€
~




















~







%







 





~b















 ‚$ƒd



~$























~#

















 








~













~!






~






„






†‡ˆ‰ˆŠ‹Œ
#10..
- 252 -

 







!

"!"#

$!%&' ()*

 
#+(,
(
)-
#

.*

"

!(/(

!0
!"1  2'

!
3' 4
56765689:;<=9>?@;?:=AB9ACDE;F=9>:GHA?E;F:=IA?
JKLMNOPQRSTUPUVWXYYZQRYMPQN[U\QVZURQVPNVQOM]YOU^OVZRQOQOY[ZRUY RQ][N]OR[U_ZR`Y[ZQZabNQR^YbUOZ[NOURYRQOOVZ[RQO]RUQNYQOZU[URV QORRSPUcdebU[NOPQNfQOZUVOZPQRSRS[U_ZROVXggXhijjY[ZQZRQOYdkRUQNY PQNfZ[RVf^YbUZQOY[ZRQOMQNVRYRQOMOVlUf^RSmYQVORnOQOUfYVORS ]ObZRbUUoYZURQZRZ][NQOZdebUURYPQNZbYOYQNZ][ZRQORYRQOMbOVRQOY RYRQOMZYR`QO`[NZZOZURY][NQOOVRYRQOMUbROVTkpY][NQOOVRYRQOMUfU [NZ]ORMYRNROcPNVQOfYU\RQOOVUOV]qXRYRQOMSQSYRUORSfNRfYU\RQOOV [U`abNQZRQORYRQOMOVZRQOfYU\RQOOVUOV]qXRYRQOdgPQN[U\QVYbUZ QOY[ZRQOYUZ][OORYRSYRNROcRSRUPNVQOUZRV`YQRdJKLPQNNRYR OVURYROV[U\QVYQOVQONU[URYRQOZOU]OZPQRSRS[NOYOVY[ZQZRQOYd




r

(* '10
# !%
% !(#! !%


s
5676t6u9F:I<Gv=:A;??@;?:=AB
XYUabYRVMJKLPQNPQROYZRU^RYRQOOVZNZRYRUYbNRYZUQRZNNZRUQZNOV QOYRUb]ORRQOY^R]YYbZSYRSYROVf^VQYNOURUOVRS]RUZORUNZORUd




+! 


s
5676w6D:I<xv9:;<yI>>z:=IAy<;{;A:=IAy>9A|Dvyyy}9AC~z?:IA:<I>8IA=:I<=AB JKLPQN[U\QVqbNQV€g


h\N[Uq€h‚OVqbNQV€g



UZRQOUq€
‚RYQR RSTQR^RU\QPRSZORUZRUoY€g


MQOY[ZRƒk
Q][N]ORRQOOV]QOROOZMOVYQR RSTQR^PQRSU[URQOO€kXm„€dJKLPQN]QORQONRSZORUZRUoYU[URYOVQOU]RS] QU[URYUNRU]QYQOdJKLPQN]OQRUYQRZOVQRQOYMƒk
]QOROOZOVYZSVbNOV V\QYRSZORUZRUPSOOVQ€g


]OV]ORQYOZYU^dJKLPQNOYbURSRS ZORUZRUYbf]QRYMQ][N]ORYOVZ][NQYPQRSO[[U\V€O abQOKN^XQU
NNbRQOTORUN
hQYRUQZRhbYRTORUN
NOd




†%!(!(

/(†‡rrr!(' -
!

r!)


(*

 
#†‡rrr
%2 

3' (4s
5676@=x;ˆ‰9E?;9AC~<IA;yŠI:IB<9EŠG9AC‹=C;I
JKLPQNYQRSTQR^QOUNZRQOOVYRfNQYSQORSTQR^POVRQ]`N[YZ]UabQ[]ORU] RSŒOVbYRUQN„OciYQRRRShNmQYQRdJKLPQNŽROVQRYoU\QZZORUZRPQRSeŽƒNbURS VbURQORS[U_ZRYb]i]ORSY‚d
JKLPQN[U\QVXX
URij‘NQZOYVZ]]UZQNpXK[QNROVZOVbZRabURUN^VUONQSRY RSYQRd
SRYPQNf[UZYVbYQOZNbV`fYVQ][UZYQOYRPUR[UVbZ` UUOZVeURS]YQZ][OVQORUZRQ\h]VNdKQVYPQNfVQRVOVOORRVPQRSRS YQRO]MVROVRQ]NQSRdhUORPQNfSYRVOJKLPfYQROV\QNfNU VPONVd




’r

(*0“
!((

!
"

!(/(
#

' $"r'1*,'
*"

%
0s
”•–—˜—™š›
#10..
- 253 -

 









 !"#!$% &'!#
()*+,-.,/012/31/34/05,/642753--/837911-3-67,27271:8302.,; /./,28-2<=,.19..,2../3/>98+,-?,21383/7,2/+@-627:2/0-6:/,2.27.81,- /8,1:/,2.+,-?0-7.277<A278272//012/31/3B.8-24()*+,-7;-827 :,2/,2:102,1-4-1/3,1-27,2./39:2//,2/31@,2.837.0/.,/012/31/3,2 :/,283>83/,2-3C9,3:2/.83,3/./3/>98< DEFGHEIJKFELMNOPQRPSTUNVWWPXYZNVXYTPW[\N]RWSN^UWRQPX_YQ`NaRQbcXYZNOURWQd[eWWP\Nb_UfN_gNPeWNb_YPRQbP_Rh[N gXYQ`N[PQRPSTUNU`QYiN

j
 k!'!$
 !!!lmjn
o
!
'
!"p!
()*+,-27/31@qrss29-.,2.,:,-3.0,2.9?:,/-.<()*+,-833:2,2,/,-3;,+ /;3,6/0/-/03C9,37,23:/,2,.21-9774.910.:291/933B.-1-383.2//,;4 83/,2,2./391/,2.483;2//,;271331/,;:,2/221831793.483/.,72/,1/,24 +32/627/./,23:.<()*+,-3C9,3/0/83-,:,236qrss29-.3;,-?-83,3/ /3,2,2. ,2.<t/3,2-18/21/./,24()*+,-;3,6/0/-/./3.9-/.27+32/,.3 ,21-977,2,2-qrss29-.83,3/.9?:,/-//05,/6< DEFGHEIJKFELMNuXYQ`N^vwNwQYTQ`[NQYdNxQRRQYPXW[iN

y


## !l
()*+,-;3.-.81/.1,-/6./3/>98271::,.,2,227+,-+,/2.-C9,8:2/83> 83/,2-101@9/.4921/,2-/./,2278./>./,2.81/,2.<z./3.9-/.+,-?719:2/72 3:.83;,77,2/0/102,1-.81,1/,2.27,2/0883;7./3/>988-2<()*+,-.1079-27 137,2/{5t=t,2/3/,2?/+2/012/31/3B.;273.27/05,/6<()*+,-137,2/27 ;3./3,2,25,/6./<=93,283/,2-/./,227,2-18/2183,7()*+,-719:2/4 7,./3,?9/27/31@26.6/:,-93.273.-9/,2.< DEFGHEIJKFELMNuXYQ`NPW[PNRWU_RP[NgR_VNgQbP_RfNPW[P|N_UWRQPX_YQ`NQYdNgTYbPX_YQ`NPW[PXYZiN

y
j
}j
}j
y

~j
~
}j€
j}j~}j
j
()*+,-8383/089210-,./+,/0,289/3:/05,/6,21-97,212./391/,2:2:2/4 2,23,242783/,2../‚2753--<ƒ82./,.1/361:8-/,2--:2/. 12./391/,2277-,;3?-.4()*+,-83;,7/0,31::27/,2.//05,/6427/05,/6+,- .9?:,/(/,1„,2-5:8-/,2//012/31/34/09.3-,;,2/0:3:93/03:,2/221< ƒ82,.921,2-18/214()*+,-31,;/012/31/3B.+32/6?2743;,+,/3 1:8-,21+,/0/012/31/719:2/.427.9?:,/,/05,/6< DEFGHEIJKFELMN]WRX_dXbNUTYbe`X[PNTUdQPW[\Nb_VU`WPdNUTYbe`X[P\NxQRRQYPfN`WPWRiN y


†€
‡
}j€€†

ˆ‰Š‹Œ‹Ž
#10..
- 254 -


























!"
#

"







"
"










"









"












 











$





 ""
 %














$



"


 
&'()*'+,-('./012345067896:0:64;23<=>0
?@ABCDEFDGHICJKILBIMDCNKIOPHHICNDJBPC
!
"

"
"
"
"




Q
%RS



T
U"







"










%R


 



"



"












 V 




#
%R

$

















"




 
&'()*'+,-('./0W2<37:0123450X=Y2Z4Y7[0\789ZZ73:4Y29309]0^87_Y43870`7Y76>0 ?@a@NIEBLIKFKPbIOJABEIc


#












"






 $







 
d


d


 

"


"T






$











"
# 
&'()*'+,-('./0123450_69e78Y0]257=>0

a@DNNBJBPCDEcIKLBOIc
a@fPghijOHklmBlnoipgqrlcijsqpinknDnnqtlim $u



"













Tvw

x

T






























""

d


 
"
# V
d


$

"










"











 
0 yz{|}|~€
#10..
- 255 -




 




 !"#$%&& '(&)"*&+,#& -($*&%).*( /012341563078 9:;<8=: 6>?0 @AB1/0>C@20A13 5>1A0?>1D313708 9

8
6>?0
E5>1A0?>1F1A2>08 9

G8
< 6>?0
/0H1731BI30J2I234A8 9

8K 6>?0
L

17108 9
<8 6>?0
M3AN3O>0@3P
8<
QR@L063BP
8 :G=S14?BA
017O1
A31B1B0>AAT
U>34N3O>05>AP:8
:G=
QP
<V WXYZ[\]^_\`ab\aYZ]c]defg]
h648 9< H>16 /0A>134D437SF@II31B30BD437@3
>0:<

T8 9<8
H4
L

 Q4BI?224A8 3?34>AA

@3A30
60>?76D3i:<:<8@3A
>0341>1j203417k372>A>1A14?B3;V A34>1637>A1>
>1D3i; l:<
8F
6>1033A71H1m1BAOi>1BD3i
:<:<l31k03A6B?4k4O3BBB>6>10331Bk414?B31103A>
;V20i30
>0341>1j203417k372>A>1A8
N73>1A?22>0k4OO4B39;<8206>?08
F
16>?0A>
6k>0nlA0o?ABOi65i>20
>0HA234pBk>0n0o?0176 3BB>1>
>?AB0A>?0Al31
VH30n?2k4O3BBB>1>A
>06Ak>0n8
I?O>1A?431A0A30A?OC>3
VH30nj?2
0>H601>B3H>?1A8
EF1B3A2>A>1A0o?017/03417q378@3A34?43BO3AB>1r/03417q37sS/qT
>05>1A0?>1D3137H13A2?O4A6B31B0o?0BOi6I3>
534
>013St5j=;j:<

j

T8
u
u
vwxyzy{|}
#10..
- 256 -

  




 
 
  
  




 

  





! "" #
#

#!!
$
%

&
'
 #
#

#$(
$
%$

)*&
'
 #
#

#$(
$
%$
 ++
)

 !
!
!



( ,

- .

 '
!
!
#$

#%(
$ 

  





! "" #
#

#!!
$
%

&
'
 

#$(
$


 ++
)

 #
#

!

#%!#
 "" #
#

#!!
$
%

&
'
 

#$(
$


 ++
)

  
!

#% 
#
"" !
!
#!!
$
#%$##


&
'
 !
!
#$(
$
#%

 ++
)

 !
!
!



(
&
'
 !
!
#$(
$
#%

 ++
)

 $
$
!


$ "" $
$
#!!
$

($
&
'
  
#$(
$
$%
 ++
)

 $
$
!


$ 

                 




% #!

 "" !               

#!!
$

!%(((
!
&
'
              # (
#$(
$
%$$

)*&
'

$ $ $ $ $ $ $ $ $ $
#$(
$
(%!(
$ ++
)

 #$ #$ #$ #$ # # # # # # # # # # # #(
!

#%
#$
 

               




$%

# ""   $ $            

#!!
$
!
% #(

&
'
           !      #$(
$

%(!

)*&
'
 $ $ $ $ $ $ $ $ # # # # !
#$(
$
#%

 ++
)

               

!

!%$
 "" # #       # # # # # # # #
#!!
$
 %
(
$
&
'

 # #$ #$ #$ #$ #$ #$ #$ # # ## ## !
!
#(##
#$(
$

%!
$
)*&
'
 # # # # # # # # # # # ##
#$(
$
#(%$
 ++
)

 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ ($
!


%

($ ""
         #
#!!
$
#!%! $

&
'

$ $ # # # # $
#$(
$
(%!($

)*&
'

        # 
#$(
$
#%#($
 ++
)


         
!

%(

,

- .

 '
         #
#$

#$% 

/01234
;<:?452:736@09A >9=2 563270489:: ;90<=489:0: B+
-' "C
D#%E

!
-, 
'-B,
' 
+B
'


,

-&
'


'
;90<=4 F9G3: ><02 HI9GA0 83<JK93L4 H::976<02:4M4 NOP
QGL6014RG20124 89IIGA67<069A: 832<06S24 T=<AA6AU4
;<:?4W
V9=G069A: #
 )'
XY

-' #
 .B
'




!%
 
 Y
-,
' 

- 
,
 



Z 


 .
-C'

#%$
 
 Y
B-


- B'
-


#

% 

(%

$(%(
#
(% 
($
$ %




$ B
'


' 
%
&
'


-C'

!%$


%!$
 
# 
,


'

B
-
'
#%


$
%#

#%!

$%$($

#
 [
D.++

\XB
$%!$(
# "\Y

,
'

-B
'

"\ #
#
#%$($
 /]R=G24M4 NOP ^_`a ^_`b ^_^_
#+ c
c#!
defghgijk #10..
- 257 -

    




   
 




  
   
 





 

    

  






  





 


 





  
   
 





 


   

  









 



    




 

    

  



    


 


 

 

  


 !"
  #$


%

&
' ()
* 




+
 ' ,&
 ' %
 & -'
&  



 



./012345607 =338889888:;<
>?@@0/A35BC5?/D3 EA3F57G  HI J K +L % M %N K& K& M& ,  HI J K +L % 456073C5?/D

 


 

  

     











           






   


  




 

 
 

  



          




O


' ,P&
,





Q #LN%") 










 


HR)
)
)
))))
 





Q" LI 
L'   &
  '&
 

ST

'N"J
 QT 

U  '
&O ,
 V  & O"  "&
  "
I ' L O NO # L &' I
"
 '  ) &O "
 ST

'N
 N HIOL

 ' O 
 '
  K&N


P&
 I
 S
L

 L

 ' P&
 I
 S

& S O"  O 
  +L&N ' %"

 &O N
 

"P"& 'N
%'N "&
" +
'N &  NST'  

" "
 "
 N
'' ' W&
' LN " '&O XO
  I
' &
 O
O I
 W&
'  "V " L 
O' O
L
"N   Q"LI 
'I '  'O
 YH -'Y  I & U
" 
 I O " X
N
"
O' "& '   LN
'
I'& T ' &LT ON'  L 
'
 N L ' '&

"& " ' ''

 " & ST ' ' 
I  M   
I "&
" %N

   PI

S

 #




'
O


 ,P& ,
)  &'
Z  
 "

   %N


 " 

O -' LN' %N

S  "'&  S
L'''  "  ' S

&' 
 
Z  N P I

S



 W&


I

S
#
 X&
  '  )  & ' L'  J W& O &L
"' ' W&
' LN ", X

#HXP
P
PP

P)
Q" 
O  I
' 
OP  
O
L'  " &"X
N[ O #O '&
QT
)'  O" I
 I
'' LN -\ & - &' &"
O 


 ' S &O "X '] X
NS

 &"
O H!  
 S
" 
^_`a ^_`8 ^_^_
 





I
S ' ,&LO
 ' JS

  




+
 
 ' & H
 XO 



+

NO I
S ' OO'


J
I
V +



]]


bcdefeghi #10..
- 258 -
#10..
- 259 -
#10..
- 260 -
#10..
- 261 -
#10..
- 262 -
#10..
- 263 -
#10..
- 264 -
#10..
- 265 -
#10..
- 266 -
#10..
- 267 -
#10..
- 268 -
#10..
- 269 -
-1-

SECOND AMENDMENT TO AGREEMENT FOR

CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES FOR THE DEL RIO TANK NO. 14, WELL NO. 68 AND PUMP STATION
This Second Amendment to Agreement for Consultant Services is made with reference to the contractual agreement between the CITY OF MODESTO (“City”) and NV5, a California corporation (“Consultant”), entered into by the parties on the 2nd day of October, 2018, hereinafter referred to as “Original Agreement”.

This Second Amendment to the Original Agreement for Consultant Services is made with regard to the following recitals:

A. The Original Agreement between City and Consultant was approved via Council Resolution No. 2018-433.

B. On or about May 5, 2020, the First Amendment to the Original Agreement was approved via Council Resolution No. 2020-215, identifying various additional tasks and increasing the Original Agreement’s contract price by ONE HUNDRED NINETY-NINE THOUSAND SIX HUNDRED NINETY-ONE AND 36/100 ($199,691.36).

C. On or about September 20, 2021, Consultant submitted to the City a budget augmentation for further, additional tasks requested by the City for the completion of work related to the Del Rio Tank No. 14, Well No. 68 and Pump Station Project. Said document is attached hereto as Exhibit “2” and incorporated herein by this reference. Exhibit “2” identifies additional tasks to be performed by Consultant and Consultant’s additional costs for such tasks for a total of THIRTY FIVE THOUSAND THREE HUNDRED TWENTY EIGHT AND 00/100 DOLLARS ($35,328).
#10..
- 270 -
-2-
C. Paragraph no. 9 “AMENDMENTS” on page 5 of the Original Agreement acknowledges the parties understand it may become desirable or necessary for City or Consultant to modify the scope of services provided for under the Agreement and any such modification must be in writing signed by both parties.

D. The parties to this Second Amendment understand and agree that it is necessary to further modify paragraph no. 1 entitled “SCOPE OF SERVICES” of the Original Agreement.

E. The parties to this Second Amendment understand and agree it is necessary to modify paragraph no. 3 entitled “COMPENSATION” of the Original Agreement.

F. The parties to this Second Amendment further understand and agree the Original Agreement is modified solely by the modifications contained in the First Amendment to Agreement and to this Second Amendment and in no other way whatsoever.

NOW, THEREFORE, in consideration of this Second Amendment to Agreement, and the mutual promises, covenants, and stipulations contained herein, the parties agree as follows:

1. The parties agree that each of the recitals set out above is factually true and correct.

2. Paragraph 1 entitled “SCOPE OF SERVICES” of the Original Agreement shall be deleted and the parties agree to and hereby do substitute the following in its place:

SCOPE OF SERVICES.

Consultant shall undertake and complete the preparation of the scope of work as set forth and described in the documents attached to the (a) Original Agreement and referred to therein as Exhibit “A” or #10..
- 271 -
-3-
“Project”; (b) First Amendment to Agreement and referred to therein as Exhibit “1”; and (c) Second Amendment to Agreement and referred to herein as Exhibit “2”.

The Consultant shall perform the services as described in the aforementioned Exhibit “A”, Exhibit “1,” and Exhibit “2” in a manner compatible with the standards of its profession and shall produce a fully complete project as described in Exhibit “A”, Exhibit “1”, and Exhibit “2” that is acceptable to City. The aforementioned Exhibit “A”, Exhibit “1”, and Exhibit “2” are incorporated herein by this reference.

3. Paragraph no. 3 entitled “COMPENSATION” of the Original Agreement between the parties shall be deleted and the parties agree to and hereby do substitute the following in its place:

COMPENSATION.

Consultant agrees to perform the work on a time and materials basis not to exceed ONE MILLION, TWO HUNDRED THIRTY FIVE THOUSAND TWENTY AND 00/100 DOLLARS ($1,235,020)
(maximum compensation) for performing all services and furnishing all staffing and materials called for in Exhibits “A” and “B” to the Original Agreement, Exhibit “1” attached to the First Amendment to Agreement and Exhibit “2” attached to this Second Amendment to the Agreement, as well as for performance by Consultant of all duties and obligations under the Original Agreement, the First Amendment to Agreement and to this Second Amendment to the Agreement.
#10..
- 272 -
-4-
The compensation shall be paid pursuant to and in the manner and at the time set forth below:

Professional services received by the City under the Original Agreement, the First Amendment to Agreement and to this Second Amendment to the Agreement shall be paid for on a “time and materials” basis with a “not to exceed” amount, as called for in Exhibits “A” and “B” of the Original Agreement, Exhibit “1” of the First Amendment to Agreement and Exhibit “2” to this Second Amendment to the Agreement. Consultant shall prepare and City agrees to pay Consultant on time and materials for monthly billings, which include detailed tasks, hours worked, and billable rates for work completed. The local agency shall reimburse the CONSULTANT for actual costs (additional reimbursable expenses including, labor costs, employee benefits, overhead, sub-consultant travel expenses and other direct costs) incurred by the CONSULTANT in performance of the work called for in Exhibits “A” and “B” of the Original Agreement, Exhibit “1” of the First Amendment to Agreement and Exhibit “2” to this Second Amendment to the Agreement on the monthly billings, which include detailed receipts for actual costs paid by CONSULTANT in the interest of the Project. 4. Except as herein amended or modified, the provisions of the Original Agreement and First Amendment to the Agreement are expressly reaffirmed and remain in full force and effect to the extent they are not in conflict with this Second Amendment.
#10..
- 273 -
-5-
IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Second Amendment to Agreement for Consultant Services 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 NV5 has caused this Second Amendment to Agreement to be duly executed in duplicate.
#10..
- 274 -
September 20, 2021
Jesse Franco
City of Modesto
1010 Tenth Street, Suite 4600
Modesto, CA 95353
SUBJECT: Project No. 2018-10(100473) Del Rio Tank No. 14, Well No. 68 and Pump Station Amendment Request for Construction Management Services
Dear Mr. Franco:

Numerous Contractor-controlled issues have extended the duration of the Del Rio project beyond the revised anticipated project completion date. As a recap of the project duration, our original not to exceed contract was based on construction completion date of January 31, 2020. Due to contract change orders, the construction contract was lengthened to June 1, 2020. As a result, the City issued the First Amendment to Agreement for CM & Inspection Services to extend NV5’s services, which included an anticipated completion of all CM activities by the end of August 2020. Due to additional contract delays, NV5 has continued to provide CM services through the September 2021.

Several of the Contractor delay issues that have extended the construction period time are listed below.  Lost time due to disinfecting the well. Attempted to disinfect several times. Needed to flush for several weeks to get it clean
 Inspecting several failed repairs of Booster Pump No. 4.  The Contractor has been late in completed several items, such as:
o Completing construction activities
o Repairing all punch list items
o Delivering required spare parts
o Delivering final contract documents, including Operations and Maintenance Manuals As a result of these time delays and extensions outside of our control, NV5 has had to extend our services throughout the first several months of 2021. This has required additional inspection, coordination, administrative efforts. Consequently, we are requesting a budget of $35,237.47 to compensate us for work completed to date and anticipated efforts to complete the project. A summary of contract costs is shown below.

Original Construction Management Fee = $ 999,999.54
First Amendment Amount = $ 200,000.00
Requested Amendment Amount = $ 35,327.47
Revised Total Fee = $1,035,327.01
#10..
- 275 -
Details of the requested amount and an updated fee scheduled are attached for you review. Please feel free to contact me if you have any questions regarding this request.

Sincerely,
NV5, Inc.

Brad Riel, P.E.

Project Manager
Cc: Jerry Casado, City of Modesto
Attachments:

1. Amendment Spreadsheet dated 9/20/21

2. 2020 Charge Rate Schedule
#10..
- 276 -
Resident Project Representative 28 $ 188.95 $ 5,290.60
Inspector (Rick Sasser) 87.5 $ 157.50 $ 13,781.25
Inspector (Tony Hosak) 60 $ 155.78 $ 9,346.80
Office Engineer 60 $ 80.09 $ 4,805.40
$ 1,232.27
$ 35,327.47
Total
Hours Rate Amount
Port City
Marketing
Solutions Total Costs
City of Modesto
Del Rio Tank, Well No. 68 and Pump Station
Construction Management and Inspection Services - Addendum No. 2 1)
2)
Vehicles @ $900/vehicle/month
The above costs proposal is based on an assumed construction contract duration of 260 working days. It assumes a typical eight-hour day, Monday through Friday. It accounts only for weekend and night shifts that are specifically identified and required by the contract documents.

Compensation to provide construction management services required for the project shall be on a time and material basis for the necessary personnel. The above cost proposal is developed to determine a "Not to Exceed" contract value.
$ 34,095.20
Role
$ 871.15

1/20/2021
#10..
- 277 -

CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

April 12, 2022
Date: March 18, 2022
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Approve Pre-Qualified Local Consultant List for Civil Engineering Services CONTACT: Robert Davalos, Senior Civil Engineer, [email protected], (209) 571-5869
DESCRIPTION:

Consider approving a Pre-Qualified Local Consultant List for Civil Engineering Services for various Capital Improvement Program projects for a period of one year, with the possibility of two additional one-year extensions at the written approval of the Utilities Department Director. (Funding Source: Various Capital Improvement Program Projects) 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:

There are a number of Capital Improvement Program (CIP) projects that may require outside consultant services for efficient project delivery. Retaining a pre-qualified, as-needed, list of consultants allows the Utilities Department to have accelerated access to specific engineering services, when needed. This will eliminate the need to send out repetitive Requests for Qualifications (RFQ) for projects of similar scope and/or type, saving staff time and project costs.

DISCUSSION:

In accordance with Administrative Directive 3.1, Selection Procedures for Professional Consultants Who Provide Architectural & Engineering Services for Capital Projects, which follows State of California Government Code, Sections 4526-4529, staff solicited and formally advertised an RFQ through Planet Bids for civil design and drafting services. Staff received seven Statements of Qualifications (SOQs), six of which were from local firms. #11..
- 278 -
City Council, April 12, 2022
Approve Pre-Qualified Local Consultant List for Civil Engineering Services

After careful review of the SOQs by Public Works and Utilities Department staff, the following local firms were selected as the four most qualified:
 Siegfried Engineering
 North Star Engineering Group
 O’Dell Engineering
 Blackwater Consulting Engineers
When as-needed civil engineering services are required for CIP projects with a total budget of $3 million or less, a Request for Proposals with a specific scope of work may be issued to these firms. Following evaluation of proposals, interviews may be conducted to select the most qualified firm. An agreement for engineering services will then be presented to Committee and City Council for approval.

This pre-qualified local consultant list will be active for one year from the date of Council approval, at which time the City may extend the list. Staff is also requesting the approval of two additional one-year extensions at the discretion of the Utilities Department Director. In the event the firms listed on the pre-qualified list are deemed to lack experience or expertise for specific projects, the City retains the right to recruit consultants for individual projects and not be restricted to only using the approved list. A formal process will be conducted should this situation occur.

FISCAL IMPACT:

There is no fiscal impact at this time; furthermore, agreements resulting from the use of this approved list will be project specific and encumbered against existing approved Capital Improvement Program Project budgets.

COMMITTEE RECOMMENDATION:

This item was considered by the Finance Committee at the March 16, 2022 meeting where it was recommended that it be forwarded to Council.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving a Pre-Qualified Local Consultant List for Civil Engineering Services, for various Capital Improvement Program projects for a period of one year, with the possibility of two additional one-year extensions at the written approval of the Utilities Department Director.

Approved by:

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

1. Resolution
#11..
- 279 -

MODESTO CITY COUNCIL
RESOLUTION NO. 2022-?

RESOLUTION APPROVING A PREQUALIFIED LOCAL CONSULTANT LIST

FOR CIVIL ENGINEERING SERVICES, FOR VARIOUS CAPITAL

IMPROVEMENT PROGRAM PROJECTS FOR A PERIOD OF ONE YEAR,

WITH THE POSSIBILITY OF TWO ADDITIONAL ONE-YEAR EXTENSIONS

AT THE WRITTEN APPROVAL OF THE UTILITIES DEPARTMENT

DIRECTOR
WHEREAS, there are a number of Capital Improvement Program projects that may require outside consultant services for efficient project delivery, and WHEREAS, retaining a prequalified, list of consultants allows the Utilities Department to have accelerated access to civil engineering services, when needed, and WHEREAS, this will eliminate the need to send out repetitive Requests for Qualifications for projects of similar scope and/or type, saving staff time and project costs, and
WHEREAS, in accordance with Administrative Directive 3.1, Selection Procedures for Professional Consultants Who Provide Architectural & Engineering Services for Capital Projects, which is in compliance with State of California Government Code, Sections 4526-4529, staff solicited and formally advertised a Request for Qualifications through Planet Bids for civil design and drafting services, and WHEREAS, staff received seven Statements of Qualifications for civil engineering services, and
WHEREAS, after careful review of the Statements of Qualifications by Utilities Department staff, the following four firms were selected for the prequalified list:
 Siegfried Engineering
#11..
- 280 -
 North Star Engineering Group
 O’Dell Engineering
 Blackwater Consulting Engineers
WHEREAS, this prequalified consultant list will be active for one year from the date of Council approval, at which time the City may extend the list for two additional one-year extensions at the written approval of the Utilities Department Director, and WHEREAS, in the event the firms listed on the prequalified list are deemed to lack experience or expertise for specific projects, the City retains the right to recruit consultants for individual projects and not be restricted to the approved list, and WHEREAS, a formal process will be conducted should this situation occur.

NOW, THEREFORE BE IT RESOLVED by the Council of the City of Modesto that it hereby approves a prequalified local consultant list for civil engineering services, consisting of the following firms:
 Siegfried Engineering
 North Star Engineering Group
 O’Dell Engineering
 Blackwater Consulting Engineers
for various Capital Improvement Program projects for a period of one year, with the possibility of two additional one-year extensions at the written approval of the Utilities Department Director.

The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 12th day of April 2022, by Councilmember ?, who moved its #11..
- 281 -
adoption, which motion being duly seconded by Councilmember ?, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST:

DANA SANCHEZ, Interim City Clerk
(SEAL)
APPROVED AS TO FORM:

BY: ____________________________________
JOSE M. SANCHEZ, City Attorney
#11..
- 282 -

CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

April 12, 2022
Date: April 5, 2022
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Jaylen French, Director of Community and Economic Development SUBJECT: Accept Project Homekey 2.0 Grant Award for 1208 9th Street CONTACT: Jessica Hill, Community Development Manager
[email protected], 209-577-5321
DESCRIPTION:

Consider accepting the City of Modesto’s Project Homekey 2.0 Grant Award of $3,973,353 for the project located at 1208 9th Street. (Funding Source: Homekey 2.0 Funds) STRATEGIC PLAN ELEMENT:

This item supports the City of Modesto’s 2020-2025 Strategic Plan Goal C: Develop Homelessness and Housing Plan.

BACKGROUND:

In July of 2020, the State of California launched a $750 million program called “Project Homekey”1, with the aim of helping local communities rapidly acquire hotels, motels, commercial buildings, and other creative properties in order to rapidly house people experiencing homelessness during the COVID-19 pandemic. By December 29, 2020, the program had resulted in the acquisition of 94 projects statewide, representing 6,029 units of permanent housing for individuals experiencing homelessness.

Given the success of “Homekey 1.0”, in January of 2021, Governor Newsom’s Fiscal Year 2021-22 budget included another $1.4 Billion dollar allocation for “Project Homekey 2.0” (Homekey 2.0). The Notice of Funding Availability was released September 9, 2021, applications became available late September, and applications are being accepted on a rolling basis until funds are exhausted.

HomeKey 2.0 funds must be used to provide housing for individuals and families experiencing homelessness or who are at risk of homelessness. Under Homekey, local entities in partnership with a co-applicant (City of Modesto) will acquire and rehabilitate a variety of housing types, including but not limited to hotels, motels, hostels, single-family homes, multifamily apartments, 1 Project Homekey - https://homekey.hcd.ca.gov/
#12..
- 283 -
City of Modesto, April 12, 2022
Accept Project Homekey 2.0 Grant Award for 1208 9th Street

adult residential facilities, manufactured housing, and/or to convert commercial properties and other existing buildings to Permanent or Interim Housing for the Target Population.

To apply for funding, the City will consult with the Stanislaus Community System of Care2 (CSOC), the local CoC, for the following items:
 Racial Disparities Analysis
 Coordinated Entry System (CES)
 Homekey Project information on CSOC Website
 Operating Subsidy
 Letter of support for need for an operating subsidy- rental subsidies sought for project but not available for this use
 Community Engagement
 Engaging with population to assist with design of the project Application Project Scoring Criteria
 Homeless or at Risk of Homelessness with bonus consideration for Youth or chronically homeless.
o $150,000 “per door”
o $175,000 for Youth
o $200,000 for Chronically Homeless
 Project complete within 12 months from date of award
 Occupancy 90 days after completion
 Site Control or Sales Contract at the time of application  Proximity to amenities
 55 year affordability covenant
Center for Human Services3 (CHS) approached the City to partner on a Project Homekey grant to support youth ages 18-25. CHS identified a commercial building located at 1208 9th Street to convert into permanent supportive housing in partnership for youth. The project will be designed to serve transitional aged youth ages 18-25 and will be used for the acquisition and commercial conversion of a building that will result in 9 studios and 5 one-bedroom apartments.

In conformance with Administrative Directive 7.2 Grant Management, Council approved this grant application to Project Homekey on January 11, 2022 through Resolution 2022-028.

DISCUSSION:

City staff submitted the application to the State of California on January 31, 2022, and on March 30, 2022 the City was notified of a project award of $3,973,353 of Project Homekey Funds.

The award will be utilized to convert a commercial building located at 1208 9th Street into permanent supportive housing for youth in partnership with Center for Human Services. The project will be designed to serve transitional aged youth 18-25 and funding will be used to assist with acquisition, rehabilitation and ongoing operations to support nine studios and five onebedroom apartments. 2 Stanislaus Community System of Care - https://csocstan.com/ 3 Center for Human Services - https://www.centerforhumanservices.org/ #12..
- 284 -
City of Modesto, April 12, 2022
Accept Project Homekey 2.0 Grant Award for 1208 9th Street

The populations served will be youth who are homeless or at risk of homelessness who are under 30% of the area median income. For a household of one, the maximum income an household can make will be $15,000 per year. Rent will be set at an affordable rate, and will not exceed $375 per month for the studios, and $401 per month for the one-bedroom apartments.

The project will remain affordable for a minimum of fifty-five years.

Following the award, Project Homekey funds will need to be expended within eight months, and completed and occupied within twelve months.

FISCAL IMPACTS:

The funding from the State of California’s Department of Housing and Community Development will be directly be received by the Center for Human Services. There will be no impact to the General Fund.

COMMITTEE RECOMMENDATION:

This item was presented to the Citizens Housing and Community Development Committee on October 14, 2021.

RECOMMENDED COUNCIL ACTION:

Staff Recommendation:

Resolution accepting the City of Modesto’s Project Homekey 2.0 Grant Award of $3,973,353 for the project located at 1208 9th Street, authorizing the City Manager, or his designee, to execute the related agreements.

Approved By:

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

1. Resolution
#12..
- 285 -
4/12/2022/C&ED/JHill 1 2022-

MODESTO CITY COUNCIL
RESOLUTION NO. 2022-
RESOLUTION ACCEPTING THE CITY OF MODESTO’S PROJECT
HOMEKEY 2.0 GRANT AWARD OF $3,973,353 FOR THE PROJECT
LOCATED AT 1208 9TH STREET, AUTHORIZING THE CITY MANAGER, OR

HIS DESIGNEE, TO EXECUTE THE RELATED AGREEMENTS
WHEREAS, in July of 2020, the State of California launched a $750 million program called “Project Homekey”, with the aim of helping local communities rapidly acquire hotels, motels, commercial buildings, and other creative properties in order to rapidly house people experiencing homelessness during the COVID-19 pandemic, and WHEREAS, by December 29, 2020, the program had resulted in the acquisition of 94 projects statewide, representing 6,029 units of permanent housing for individuals experiencing homelessness, and
WHEREAS, given the success of “Homekey 1.0”, in January of 2021, Governor Newsom’s Fiscal Year 2021-22 budget included another $1.4 Billion dollar allocation for “Project Homekey 2.0” (Homekey 2.0) and a Notice of Funding Availability was released September 9, 2021, applications became available late September, and applications are being accepted on a rolling basis until funds are exhausted, and WHEREAS, the mission of HomeKey 2.0 is to prevent homelessness and to make homelessness rare, brief, by rapidly re-housing individuals through the provision of coordinated, compassionate, and high-quality services, and WHEREAS, during the 2021, strategic planning process conducted by the Stanislaus Community System of Care, the number one goal identified was to “Increase the availability of permanent housing for people experiencing homelessness,” and #12..
- 286 -
4/12/2022/C&ED/JHill 2 2022-
WHEREAS, under Homekey, local entities in partnership with a co-applicant (City of Modesto) will acquire and rehabilitate a variety of housing types, including but not limited to hotels, motels, hostels, single-family homes, multifamily apartments, adult residential facilities, manufactured housing, and/or to convert commercial properties and other existing buildings to Permanent or Interim Housing for the Target Population, and WHEREAS, the City under its consultation process has been approached by developer/operators interested in identifying properties that they can use to further serve their clients and one partnership that developed during this process is with Center for Human Services – Youth Housing, and
WHEREAS, Youth Housing projects have a special distinction for both operating and capital improvements as part of the HomeKey 2.0 scoring criteria and CHS identified a commercial building located at 1208 9th Street to convert into permanent supportive housing in partnership for youth, and
WHEREAS, this project will be designed to serve transitional aged youth ages 18- 25 and will be used for the acquisition and commercial conversion of a building that will result in 9 studios and 5 one-bedroom apartments, and
WHEREAS, in conformance with Administrative Directive 7.2 Grant Management, Council approved this grant application to Project Homekey on January 11, 2022 through Resolution 2022-028, and
WHEREAS, city staff submitted the application to the State of California on January 31, 2022, and March 30, 2022 the City was notified of a project award of $3,973,353 of Project Homekey Funds, and
#12..
- 287 -
4/12/2022/C&ED/JHill 3 2022-
WHEREAS, the project will serve youth who are homeless or at risk of homelessness who are under 30% of the area median income, and WHEREAS, for a household of one, the maximum income an household can make is $15,000 per year, and
WHEREAS, rent will be set at an affordable rate, where the rent will not exceed $375 per month for the studios, and $401 per month for the one-bedroom apartments, and WHEREAS, the project will remain affordable for this population for a minimum of fifty-five years, and
WHEREAS, the City and CHS will need to expend capital funds from the Project Homekey award within eight months of the date of award, and WHEREAS, the project will need to be fully completed and occupied within twelve months.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby accepting the City of Modesto’s Project Homekey 2.0 Grant Award of $3,973,353 for the project located at 1208 9th Street.

BE IT FURTHER RESOLVED that the City Manager, or his designee, to execute the related agreements, in a form approved by the City Attorney, with the State of California and to take such other actions as are necessary to accept the grant.

The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 12th day of April, 2022 by Councilmember ?, who moved its adoption, which motion being duly seconded by Councilmember ?, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers: ?
#12..
- 288 -
4/12/2022/C&ED/JHill 4 2022-
NOES: Councilmembers: ?
ABSENT: Councilmembers: ?
ATTEST: ____________________________
DANA SANCHEZ, Interim City Clerk
(SEAL)
APPROVED AS TO FORM:

BY: ____________________________________
JOSE M. SANCHEZ, City Attorney
#12..
- 289 -

CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

April 12, 2022
Date: March 16, 2022
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Jaylen French, Director of Community and Economic Development SUBJECT: Proposed General Plan Amendment and Amendment No. 12 to the Kiernan Business Park Specific Plan
CONTACT: Katharine Martin, Senior Planner, [email protected], 209-577-5267 DESCRIPTION:

Hearing to consider a proposed amendment to the City of Modesto Urban Area General Plan to amend 67 acres from Business Park (BP) uses to Mixed Use (MU), together with a proposed amendment to the Kiernan Business Park Specific Plan to amend 67 acres from Business Park to the new land use designation of Mixed Uses 3 (MU3), property located north of Pelandale Avenue and east of Dale Road, and an amendment of the Specific Plan to change Bangs Avenue from a four-lane major collector street to a two-lane minor collector street. (Funding Source: Developer Funded)
STRATEGIC PLAN ELEMENT:

The proposed Specific Plan Amendment is consistent with the City Council 2020-2025 Strategic Plan, Goal E Drive Economic Vitality by allowing for flexible use of acreage within the Kiernan Business Park Specific Plan for mixed uses and residential uses including a variety of housing types.

BACKGROUND:

Within the 614-acre Kiernan Business Park Specific Plan is a 67-acre sub-area of the Specific Plan generally referred to as Kiernan Business Park South, bounded by Bangs Avenue and MID Lateral No. 6 to the north, Pelandale Avenue to the south, American Avenue to the east and Dale Road to the west. The land use designation for the area is Business Park (BP) in both the land use diagram of the Kiernan Business Park Specific Plan and the General Plan. The area is developed along the Dale Road corridor with two churches, a restaurant and event center, and a branch of the Bank of Stockton. In 2009, property owners of the easterly 38-acres of the area submitted two tentative parcel maps to divide the acreage into parcels for business park uses as provided by the Specific Plan, but only one Parcel Map was recorded and no business park development has occurred over any of the Kiernan South area since then. #13..
- 290 -
City Council, April 12, 2022
Proposed General Plan Amendment and Amendment No. 12 to the Kiernan Business Park Specific Plan

In recent months there has been substantial developer interest in constructing multifamily residential uses in the area, the demand being driven primarily by the existing medical uses along the Dale Road corridor, including the Kaiser Modesto Medical Center. Currently, the portions of the Specific Plan which allow for multi-family residential development are either built out or are in varying stages of entitlement and development.

On December 8, 2021, the Grupe-Huber Company submitted an application to amend the land use of Kiernan South from Business Park (BP) to the new land use designation of Mixed Uses 3 (MU3) which would provide for Mixed Uses or Medium-High Density Residential uses at a minimum of 15 dwelling units per acre and a maximum of 16 dwelling units per acre. The application also proposes an amendment to the Circulation Plan of the Specific Plan to change Bangs Avenue from a four-lane major collector street to a two-lane minor collector street, and a concurrent application to amend the underlying General Plan Land Use Diagram from Business Park (BP) to Mixed Uses (MU), to facilitate the future development of multi-family residential uses, and provide a more appropriate land use designation for the existing bank, church and restaurant uses along the Dale Road frontage of the amendment area.
#13..
- 291 -
City Council, April 12, 2022
Proposed General Plan Amendment and Amendment No. 12 to the Kiernan Business Park Specific Plan

DISCUSSION:

General Plan and Specific Plan Amendments: The area of Kiernan South is currently designated for Business Park uses in the General Plan and the land use diagram of the Specific Plan. However, there has been no developer interest expressed for business park development in the Kiernan South area since approval of tentative maps of the eastern two-thirds of the area in 2009. There has instead been increased demand for higher density residential uses, primarily in proximity to the existing medical uses along the Dale Road corridor. Recent market trends for business park development has been leaning toward mixed uses that include multifamily residential uses, such as the Bishop Ranch Business Park in San Ramon which contains varied commercial, office, residential and open space uses. Staff recognizes that additional portions of the Specific Plan could be considered for mixed uses in a similar vein that can allow for multi-family residential uses.

If approved, new development would be subject to the Development Plan Review or Conditional Use Permit process as required by the Kiernan Business Park Specific Plan, depending on the proposed use as permitted in Section III-B of the Specific Plan, and also be subject to the development and design standards of the Specific Plan.
#13..
- 292 -
City Council, April 12, 2022
Proposed General Plan Amendment and Amendment No. 12 to the Kiernan Business Park Specific Plan

Traffic Impact: In 2009, tentative maps for business park development were proposed for the Kiernan South area, and traffic studies were conducted to estimate the number of daily trips generated by business park uses. The study, referenced in a Mitigated Negative Declaration prepared for the project (Environmental Assessment No. EA/C&ED 2006-58), assumed 9,220 daily trips for business park uses. If developed with residential uses at a maximum density of 16 units per acre, the amount of trips would decrease a significant amount under the General Plan’s model for daily vehicle trip rates for residential uses. Therefore, trip generation associated with subsequent development as a result of the amendments would be less than that assumed with the existing General Plan and Specific Plan land use designations.

Amendment to Kiernan Circulation Plan: Currently, Bangs Avenue operates as a two-lane minor collector street. The Specific Plan’s circulation plan designates the street to be a four-lane major collector street with a centered two-way left-turn lane and an overall right-of-way of 97 feet, consistent with the General Plan at the time. However, the Circulation Element of the General Plan’s 2019 update changed the designation of Bangs Avenue from a four-lane collector street to a two-lane collector street. The proposed amendment to the Specific Plan’s circulation plan is to bring the Specific Plan document into conformance with the General Plan’s updated Circulation Element.

FISCAL IMPACT:

The project is developer funded. All applicable fees will be levied at the time of development.

COMMITTEE RECOMMENDATION:

This matter comes to the Council from the Planning Commission. The Commission heard the item at its regularly scheduled meeting of March 7, 2022, and recommended City Council approval.

CEQA/NEPA REQUIREMENTS:

A Negative Declaration was prepared for this project, which references and uses information from the 2019 Urban Area General Plan Master EIR. The Initial Study, Environmental Assessment No. EA/C&ED 2022-6, analyzed the potential environmental effects of the proposed amendments and determined that, on the basis of the whole record before it, that there is no substantial evidence that the amendments will have a significant effect on the environment, and that a Negative Declaration be adopted.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving an amendment to the Modesto Urban Area General Plan to change the land use designation of 67 acres from Business Park (BP) uses to Mixed Use (MU).

Resolution approving Amendment No. 12 of the Kiernan Business Park Specific Plan, to change the land use designation of 67 acres from Business Park (BP) to the new land use designation of Mixed Use 3 (MU3), property located North of Pelandale Avenue and East of Dale Road, together with an amendment to the Circulation Plan of the Specific Plan to change the designation of Bangs Avenue from four-lane major collector street to two-lane collector street.

Resolution adopting a Negative Declaration for a General Plan amendment to change the land use designation of 67 acres from Business Park (BP) to Mixed Use (MU), property located north of Pelandale Avenue and east of Dale Road, together with Amendment No. 12 #13..
- 293 -
City Council, April 12, 2022
Proposed General Plan Amendment and Amendment No. 12 to the Kiernan Business Park Specific Plan

to the Kiernan Business Park Specific Plan, to change the land use designation of 67 acres from Business Park (BP) to the new land use designation of Mixed Uses 3 (MU3) in the land use diagram of the Specific Plan, and to change Bangs Avenue from a four-lane major collector street to a two-lane collector street in the Circulation Plan of the Specific Plan.

Approved by:

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

1. Resolution to Amend General Plan
a. Exhibit A: Amendment to Land Use Diagram of General Plan

2. Resolution to Amend Kiernan Business Park Specific Plan a. Exhibit A: Amendment No. 12 to Kiernan Business Park Specific Plan

3. Resolution to adopt Negative Declaration
a. Exhibit A: Initial Study EA/C&ED No. 2022-06

4. Planning Commission Resolution No. 2022-07, March 7, 2022

5. Planning Commission Resolution No. 2022-08, March 7, 2022

6. Planning Commission Minutes, March 7, 2022

7. Planning Commission Staff Report, March 7, 2022

8. Planning Commission Pertinent Parties, March 7, 2022

9. Financial Interest Disclosure Form
#13..
- 294 -
April 12, 2022/C&EDD/Katharine Martin 1 2022-

MODESTO CITY COUNCIL
RESOLUTION NO. 2022-

RESOLUTION APPROVING AN AMENDMENT TO THE MODESTO URBAN
AREA GENERAL PLAN TO CHANGE THE LAND USE DESGINATION OF 67

ACRES FROM BUSINESS PARK (BP) TO MIXED USE (MU)
WHEREAS, on March 5, 2019, the City Council of the City of Modesto certified the Final Master Environmental Impact Report (“Master EIR”) (SCH No. 2014042081) for the Modesto Urban Area General Plan; and
WHEREAS, a new General Plan for the City of Modesto entitled “City of Modesto Urban Area General Plan”, as recommended by the Modesto City Planning Commission, was adopted by the Council of the City of Modesto by Resolution No. 95- 409 on August 15, 1995; and
WHEREAS, said General Plan has been amended by Modesto City Council Resolution Nos. 95-584, 96-20, 96-338, 96-639, 97-3, 97-137, 97-158, 98-293, 99-162, 99-564, 2000-303, 2000-633, 2001-47, 2001-476, 2002-154, 2002-526, 2003-101, 2003- 122, 2004-233, 2005-70, 2007-066, 2007-599, 2008-142, 2008-583, 2009-419, 2011- 253, 2011-254, 2011-435, 2012-430, 2014-17, 2014-422, 2015-262, 2016-34, 2017-21, 2019-109 and 2022-100, copies of which are on file in the office of the City Clerk; and WHEREAS, Government Code Section 65358 permits the amendment of General Plans by the legislative body; and
WHEREAS, the Grupe-Huber Company has applied for an amendment to the General Plan to change the land use designation of 67 acres from Business Park (BP) to Mixed Use (MU), property located north of Pelandale Avenue and east of Dale Road; and WHEREAS, the Community & Economic Development Department has analyzed the proposed amendment and concluded that the amendment to the Land Use Diagram #13..
- 295 -
April 12, 2022/C&EDD/Katharine Martin 2 2022-
would allow for the development of new medium-high density residential uses consistent with the Mixed Use land use designation; and
WHEREAS, the City of Modesto prepared an Initial Study (Environmental Assessment C&ED/EA 2022-06) that evaluated the environmental impacts of the project, and based on the Initial Study conclusion that there would not be any significant impacts on the environment, a Negative Declaration has been prepared for the project; and WHEREAS, on March 7, 2022, the Planning Commission held a duly noticed public hearing in the Tenth Street Place Chambers located at 1010 Tenth Street, Modesto, California, relating to this proposed amendment to the Modesto Urban Area General Plan to change the land use designation of 67 acres from Business Park (BP) to Mixed Use (MU), property located north of Pelandale Avenue and east of Dale Road; and WHEREAS, after said public hearing, the Planning Commission adopted Resolution No. 2022-08, recommending to the City Council an amendment to the Modesto Urban Area General Plan to change the land use designation of 67 acres from Business Park (BP) to Mixed Use (MU); and
WHEREAS, said matter was set for a public hearing of the City Council to be held on April 12, 2022, in the Tenth Street Place Chambers located at 1010 Tenth Street, Modesto, California, at which date and time said duly noticed public hearing of the Council was held for the purpose of receiving public comment on the proposed amendment to the Modesto Urban Area General Plan Land Use Diagram.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby finds and determines as follows:

1. The proposed amendment to the Land Use Diagram of the General Plan will provide for diversity in the development of Mixed Uses including #13..
- 296 -
April 12, 2022/C&EDD/Katharine Martin 3 2022-
Medium-High Density Residential uses within the Kiernan Business Park Specific Plan, consistent with the Mixed Use designation.

2. An Initial Study, Environmental Assessment No. EA/C&ED 2022-06, was prepared by the City of Modesto that analyzed the proposed project and determined that, on the basis of the whole record before it there is no substantial evidence that the project will have a significant effect on the environment, and that a Negative Declaration be adopted.

BE IT FURTHER RESOLVED by the Council of the City of Modesto that it hereby finds and determines that the proposed amendment to the Modesto Urban General Plan to as described in Exhibit “A”, attached hereto and incorporated herein by reference, is required for the public health, safety, and welfare of the citizens of Modesto.

BE IT FURTHER RESOLVED by the Council of the City of Modesto that it hereby adopts the proposed amendment to the Urban Area General Plan as described in Exhibit “A”, attached hereto and incorporated herein by reference.

BE IT FURTHER RESOLVED that the project applicant shall indemnify, defend, and hold harmless the City of Modesto, its agents, officers, and employees from any and all claims, actions, or proceedings against the City of Modesto, its agents, officers, and employees to attack, set aside, void, or annul, any approval by the City of Modesto and its advisory agency, appeal board, or a legislative body concerning the general plan amendment for the Property. The City of Modesto shall promptly notify the applicant of any claim, action, or proceeding.

BE IT FURTHER RESOLVED by the Council of the City of Modesto that the Community and Economic Development Department Director is hereby authorized and directed to forward certified copies of this resolution and said amendment to the Urban Area General Plan to the Board of Supervisors, and file a Notice of Determination within #13..
- 297 -
April 12, 2022/C&EDD/Katharine Martin 4 2022-
five (5) business days with the Stanislaus County Clerk pursuant to Section 21152 of the Public Resources Code.

The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 12th day of April 2022, by Councilmember , who moved its adoption, which motion being duly seconded by Councilmember , was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST: ____________________________
DANA SANCHEZ, Interim City Clerk
(SEAL)
APPROVED AS TO FORM:

BY: __________________________________________
JOSE M. SANCHEZ, City Attorney
#13..
- 298 -
April 12, 2022/C&EDD/Katharine Martin 5 2022-

EXHIBIT A
#13..
- 299 -
#13..
- 300 -
April 12, 2022/C&EDD/Katharine Martin 1 2022-

MODESTO CITY COUNCIL
RESOLUTION NO. 2022-
RESOLUTION APPROVING AMENDMENT NO. 12 TO

THE KIERNAN BUSINESS PARK SPECIFIC PLAN TO CHANGE THE LAND USE DESIGNATION OF 67 ACRES FROM BUSINESS PARK (BP) TO THE NEW LAND USE DESIGNATION OF MIXED USES 3 (MU3), PROPERTY LOCATED

NORTH OF PELANDALE AVENUE AND EAST OF DALE ROAD, TOGETHER

WITH AN AMENDMENT TO THE CIRCULATION PLAN OF THE SPECIFIC

PLAN TO CHANGE BANGS AVENUE FROM A FOUR-LANE COLLECTOR

STREET TO A TWO-LANE COLLECTOR STREET
WHEREAS, on April 1, 1997, the City Council by Resolution No. 97-159, adopted the Kiernan Business Park Specific Plan; and
WHEREAS, Government Code Section 65453 permits the amendment of Specific Plans as often as deemed necessary by the legislative body; and WHEREAS, on November 4, 1997, the City Council by Resolution No. 97-631 adopted Amendment No. 1 to the Kiernan Business Park Specific Plan to add language to allow for changes in utility service providers; and
WHEREAS, on April 7, 1998, the City Council by Resolution No. 98-170 adopted Amendment No. 2 to the Kiernan Business Park Specific Plan to add language to permit indoor theaters in the Regional Commercial Designation within a Planned Development Zone; and
WHEREAS, on August 10, 2004, the City Council by Resolution No. 2004-424 adopted Amendment No. 3 to modify the land use and circulation diagrams and development standards for the Kaiser Medical Center site, to revise the planned street system in the future business park, and to incorporate design standards into the Specific Plan; and
#13..
- 301 -
April 12, 2022/C&EDD/Katharine Martin 2 2022-
WHEREAS, on September 1, 2009, the City Council by Resolution No. 2009-420 adopted Amendment No. 4 to re-designate 39 acres located on the east side of Dale Road between Kiernan Avenue and Bangs Avenue from Business Park (BP) to Mixed Use (MU) and Medium-High Density Residential (MHDR), to modify the circulation plans, incorporate MU and MHDR design standards and guidelines, and establish facilities plans for the area bounded by Kiernan Avenue, Dale Road, Bangs Avenue, and American Avenue; and
WHEREAS, on December 15, 2015, the City Council by Resolution No. 2015- 499 adopted Amendment No. 5 to amend the storm drain provisions and to clarify and simplify land use and development standard regulations for the Specific Plan; and WHEREAS, on May 2, 2017, the City Council by Resolution No. 2017-171 adopted Amendment No. 6 to amend the definition of allowable and conditional uses in the Business Park land use designation of the Specific Plan, particularly regarding ancillary retail uses; and
WHEREAS, on May 1, 2018, the City Council by Resolution No. 2018-166 adopted Amendment No. 7 to change the land use designation of 2.8 acres located on Pelandale Avenue east of Chapman Road from Office (O) uses to Regional Commercial (RC) uses; and
WHEREAS, on October 5, 2018, the Director of Community and Economic Development approved Amendment No. 8 to the Specific Plan, a minor administrative amendment as provided by Section IX-B.1.a of the Specific Plan, to allow for development of up to 33 additional dwelling units within the Mixed Use (MU) land use designation; and
#13..
- 302 -
April 12, 2022/C&EDD/Katharine Martin 3 2022-
WHEREAS, on December 18, 2018, the Director of Community and Economic Development approved Amendment No. 9 to the Specific Plan, a minor administrative amendment as provided by Section IX-B.1.a of the Specific Plan, to amend the Circulation Plan of the Specific Plan relative to the alignment of Healthcare Way west of Dale Road and the Kaiser Modesto Medical Center; and
WHEREAS, on February 9, 2021 the City Council by Resolution No. 2021-45 approved Amendment No. 10 to the Specific Plan, to change the land use designation of

22.9 acres located on the north side of Healthcare Way west of Dale Road from Business Park (BP) to the new land use designation of Mixed Use 2 (MU2) to allow for Business Park uses or Medium High Density Residential uses to a maximum of 550 dwelling units or a mixture of the two uses; and
WHEREAS, on August 4, 2021 the City Council by Resolution No. 2021-308 approved Amendment No. 11 to the Specific Plan, to change the land use designation of

3.5 acres from Business Park (BP) to Mixed Uses (MU), property located at the northeast corner of Bangs Avenue and Dale Road; and
WHEREAS, the Grupe-Huber Company has filed an application to amend the Kiernan Business Park Specific Plan to change the land use designation of 67 acres located north of Pelandale Avenue and east of Dale Road from Business Park (BP) to the new land use designation of Mixed Uses 3 (MU3) to allow for Mixed Uses or MediumHigh Density Residential of a minimum of 15 dwelling units per acre and a maximum of 16 dwelling units per acre, or a mixture of the two uses; and #13..
- 303 -
April 12, 2022/C&EDD/Katharine Martin 4 2022-
WHEREAS, the applicant also proposes to amend the Circulation Diagram of the Specific Plan to change the designation of Bangs Avenue from a four-lane major collector street to a two-lane minor collector street, its current configuration; and WHEREAS, said application was made concurrently with a proposed amendment to the General Plan Land Use Diagram to amend the land use designation of 67 acres from Business Park (BP) to Mixed Use (MU) (project GPA-21-003); and WHEREAS, on December 22, 2021 the proposed Specific Plan Amendment was referred to the Stanislaus and Modesto School Districts, Modesto Irrigation District, Local Agency Formation Commission, County Planning and Community Development, and the Environmental Resources Director, for a 45-day referral period in accordance with Government Code sections 65453 and 65352; and
WHEREAS, the City of Modesto prepared an Initial Study (Environmental Assessment C&ED/EA 2022-06) that evaluated the environmental impacts of the project, and based on the Initial Study conclusion that there would not be any significant impacts on the environment, a Negative Declaration has been prepared for the project; and WHEREAS, on March 7, 2022, at 6:00 p.m. the Planning Commission held a duly noticed public hearing in the Tenth Street Place Chambers located at 1010 Tenth Street, Modesto, California, at which hearing evidence both oral and documentary was received and considered concerning the proposed amendment to the Kiernan Business Park Specific Plan; and
WHEREAS, after said public hearing, the Modesto City Planning Commission by Resolution No. 2022-07, recommended to the City Council approval of an amendment to the Kiernan Business Park Specific Plan to change the land use designation of 67 acres #13..
- 304 -
April 12, 2022/C&EDD/Katharine Martin 5 2022-
located north of Pelandale Avenue and east of Dale Road from Business Park (BP) to the new land use designation of Mixed Uses 3 (MU3) to allow for Mixed Uses and MediumHigh Density Residential of 15 dwelling units per acre at minimum and 16 dwelling units per acre at maximum, and change the designation of Bangs Avenue from a four-lane major collector street to a two-lane minor collector street in the Circulation Plan of the Specific Plan; and
WHEREAS, said matter was set for a public hearing of the City Council to be held on August 4, 2021, in the Tenth Street Place Chambers located at 1010 Tenth Street, Modesto, California, at which date and time said duly noticed public hearing was held.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby finds and determines as follows:

1. The proposed Amendment No. 12 to the Kiernan Business Park Specific Plan, to change the land use designation of 67 acres located north of Pelandale Avenue and east of Dale Road and Bangs Avenue from Business Park (BP) uses to the new land use designation of Mixed Use 3 (MU3) would be consistent with the Modesto Urban Area General Plan as amended, including the Housing Element of the General Plan, because the amendment would result in a mix of uses including Medium-High Density Residential uses that would provide for a diversity of housing within the Specific Plan.

2. The associated amendment of the Specific Plan’s Circulation Diagram to amend Bangs Avenue from “Major Collector Street” to “Minor Collector Street”, would be consistent with the current General Plan Circulation Element because Bangs Avenue currently functions as a two-lane minor collector street and is designated as such in the General Plan Circulation Element.

3. The proposed amendments would be in conformance with the Specific Plan’s polices and standards because any future development as a result of the amendments would be required to adhere to the development standards and design guidelines of the Specific Plan.
#13..
- 305 -
April 12, 2022/C&EDD/Katharine Martin 6 2022-

4. The proposed amendment would allow for Mixed Uses that would be compatible with existing commercial, office and church uses within and in near proximity to the amendment area.

5. Future development as a result of the proposed amendment would have negligible visual impact both on-site and on-site with application of the development standards and design guidelines of the Specific Plan, would have less than significant traffic impact than if the area were to develop with Business Park uses, and would be consistent with the adopted Facilities Master Plan and Infrastructure Financing Plan.

6. A Negative Declaration, Environmental Assessment No. EA/C&ED No. 2022-6, was prepared by the City of Modesto that analyzed the proposed amendments and determined that, on the basis of the whole record before it, there is no substantial evidence that the amendments will have a significant effect on the environment and that a Negative Declaration be adopted.

BE IT FURTHER RESOLVED by the Council of the City of Modesto that the Kiernan Business Park Specific Plan is hereby amended to change the land use designation of 67 acres located north of Pelandale Avenue and east of Dale Road from Business Park (BP) to the new land use designation of Mixed Use 3 (MU3), and further amended to change the designation of Bangs Avenue from four-lane major collector street to two-lane minor collector street in the Circulation Plan of the Specific Plan, all as shown on Exhibit "A" attached hereto and incorporated herein by reference.

BE IT FURTHER RESOLVED that the property owner and developer shall, at their sole expense, defend, indemnify and hold harmless the City of Modesto, its agents, officers, directors and employees, from and against all claims, actions, damages, losses, or expenses of every type and description, including but not limited to payment of attorneys’ fees and costs, by reason of, or arising out of, this development approval. The obligation to defend, indemnify and hold harmless shall include but is not limited to any action to arbitrate, attack, review, set aside, void or annul this development approval on #13..
- 306 -
April 12, 2022/C&EDD/Katharine Martin 7 2022-
any grounds whatsoever. The City of Modesto shall promptly notify the developer of any such claim, action, or proceeding.

The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 12th day of April, 2022, by Councilmember , who moved its adoption, which motion being duly seconded by Councilmember , was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST: ____________________________
DANA SANCHEZ, Interim City Clerk
(SEAL)
APPROVED AS TO FORM:

BY: ______________________________________
JOSE M. SANCHEZ, City Attorney
#13..
- 307 -
April 12, 2022/C&EDD/Katharine Martin 8 2022-
Exhibit A
Amendment No. 12 to the Kiernan Business Park Specific Plan #13..
- 308 -
#13..
- 309 -
#13..
- 310 -
#13..
- 311 -
#13..
- 312 -
#13..
- 313 -
#13..
- 314 -
#13..
- 315 -
April 12, 2022/C&EDD/Katharine Martin 1 2022-

MODESTO CITY COUNCIL
RESOLUTION NO. 2022-xx

RESOLUTION ADOPTING A NEGATIVE DECLARATION FOR A GENERAL PLAN AMENDMENT TO CHANGE THE LAND USE DESGINATION OF 67

ACRES FROM BUSINESS PARK (BP) TO MIXED USE (MU), PROPERTY

LOCATED NORTH OF PELANDALE AVENUE AND EAST OF DALE ROAD, TOGETHER WITH AMENDMENT NO. 12 TO THE KIERNAN BUSINESS PARK SPECIFIC PLAN TO CHANGE THE LAND USE DESIGNATION OF 67 ACRES

FROM BUSINESS PARK (BP) TO THE NEW LAND USE DESIGNATION OF MIXED USES 3 (MU3) IN THE LAND USE DIAGRAM OF THE SPECIFIC PLAN,

AND TO CHANGE BANGS AVENUE FROM A FOUR-LANE MAJOR

COLLECTOR STREET TO A TWO-LANE MINOR COLLECTOR STREET IN

THE CIRCULATION PLAN OF THE SPECIFIC PLAN
WHEREAS, the Grupe-Huber Company has applied for an amendment to the General Plan to change the land use designation of 67 acres from Business Park (BP) to Mixed Use (MU), property located north of Pelandale Avenue and east of Dale Road; and WHEREAS, the applicant also proposed Amendment No. 12 to the Kiernan Business Park Specific Plan to change the land use designation of 67 acres located north of Pelandale Avenue and east of Dale Road from Business Park (BP) to the new land use designation of Mixed Uses 3 (MU3) to allow for Mixed Uses or Medium-High Density Residential of a minimum of 15 dwelling units per acre and a maximum of 16 dwelling units per acre, or a mixture of the two uses; and
WHEREAS, the applicant also proposed to amend the Circulation Diagram of the Specific Plan to change the designation of Bangs Avenue from a four-lane major collector street to a two-lane minor collector street, its current configuration; and WHEREAS, Section 15070 of the CEQA Guidelines relating to Initial Study/ Negative Declaration provides for a lead agency to prepare an Initial Study on any #13..
- 316 -
April 12, 2022/C&EDD/Katharine Martin 2 2022-
proposed project to analyze whether the project may cause any significant effect on the environment; and
WHEREAS, the City of Modesto Department of Community and Economic Development has prepared an Initial Study/ Negative Declaration (EA/C&ED No. 2022- 06) as provided for by CEQA; and
WHEREAS, a 20-day public review period for the proposed Initial Study/ Negative Declaration began on February 13, 2022, and ended on March 4, 2022; and WHEREAS, the City received no public comments on the draft Initial Study/Negative Declaration; and
WHEREAS, said matter was considered by the Planning Commission at a duly noticed public hearing which was held on March 7, 2022, whereupon the Planning Commission considered the Initial Study/Negative Declaration and recommended that the City Council adopt the Negative Declaration; and
WHEREAS, said matter was considered by the City Council at a duly noticed public hearing which was held on April 12, 2022, at 5:30 p.m., in the Tenth Street Place Chambers located at 1010 Tenth Street, Modesto, California.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that the Council has reviewed and considered the Initial Study, Environmental Assessment No. EA/C&ED 2022-06, a copy of which is on file with the Community and Economic Development Department, Third Floor, 1010 Tenth Street, Modesto, California, and attached hereto as Exhibit “A”, and incorporated herein by reference, and based on the substantial evidence included in said Initial Study makes the following findings:
#13..
- 317 -
April 12, 2022/C&EDD/Katharine Martin 3 2022-

1. The Initial Study/Negative Declaration prepared for the proposed project shows there is no substantial evidence, in light of the whole record before the City, that the project may have significant environmental effects;

2. The Initial Study/Negative Declaration reflects the independent judgment of the lead agency;

3. The Initial Study, Environmental Assessment No. EA/C&ED 2022-06, provides the substantial evidence to support findings 1-2, noted above.

BE IT FURTHER RESOLVED that the property owner and developer shall, at their sole expense, defend, indemnify and hold harmless the City of Modesto, its agents, officers, directors and employees, from and against all claims, actions, damages, losses, or expenses of every type and description, including but not limited to payment of attorneys’ fees and costs, by reason of, or arising out of, this development approval. The obligation to defend, indemnify and hold harmless shall include but is not limited to any action to arbitrate, attack, review, set aside, void or annul this development approval on any grounds whatsoever. The City of Modesto shall promptly notify the developer of any such claim, action, or proceeding.

BE IT FURTHER RESOLVED by the Council of the City of Modesto that the Community & Economic Development Director is hereby authorized and directed to file a notice of approval or determination within five (5) business days with the Stanislaus County Clerk pursuant to Section 21152 of the Public Resources Code.

The foregoing resolution was adopted at a regular meeting of the Council of the City of Modesto held on the 12th day of April, 2022, by Councilmember , who moved its adoption, which motion being duly seconded by Councilmember , was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:
#13..
- 318 -
April 12, 2022/C&EDD/Katharine Martin 4 2022-
NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST: ________________________________
DANA SANCHEZ, Interim City Clerk
(SEAL)
APPROVED AS TO FORM:

By: ___________________________________________
JOSE M. SANCHEZ, City Attorney

EXHIBIT A
Initial Study
EA/C&ED No. 2022-06
#13..
- 319 -
Negative Declaration
for the Kiernan Business Park Specific Plan
Amendment No. 12 and
General Plan Amendment
(GPA-21-003/SPA-21-003)
Environmental Assessment No. EA/C&ED 2022-06
Prepared for:

City of Modesto
P.O, Box 642
Modesto, CA 95353
Contact: Katharine Martin, Senior Planner
209/209-577-5267
Prepared by:

City of Modesto
Community & Economic Development Department
209/577-5267
February 3, 2022

February 4, 2022
#13..
- 320 -
CEQA Environmental Checklist

PROJECT DESCRIPTION AND BACKGROUND
Project Title:

GPA-21-003/SPA-21-003: Kiernan Business Park Specific Plan Amendment No. 12 and General Plan Amendment
Lead agency name and address: