Agenda packet — Economic Development Committee, September 14, 2022

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www.modestogov.com
AGENDA
City of Modesto

ECONOMIC DEVELOPMENT COMMITTEE / COUNCIL

WORKSHOP
Held Via Teleconference
(To Access Meeting Please See Instructions Below)
Wednesday, September 14, 2022 at 5:30 PM
*Roll Call: Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
David Wright, Member
Alternates: Tony Madrigal, Rosa Escutia-Braaton, Jenny Kenoyer * Please Note: In order to respond to COVID-19, and pursuant to AB 361, the City will hold this meeting via teleconference and Committee Members will be calling in. “Wordly” can translate into 25+ different languages! To access written translation during the meeting, please scan the QR Code or click this link https://attend.wordly.ai/join/RJDY-6364.
"Wordly" puede traducir a más de 25 idiomas diferentes! Para acceder a la traducción durante la reunión, por favor escanee el código QR o haga clic en el enlace https://attend.wordly.ai/join/RJDY-6364.

THIS MEETING WILL NOT BE PHYSICALLY OPEN TO THE PUBLIC
In order to minimize the spread of the COVID-19 virus, this meeting will be conducted pursuant to AB 361, which amended the Brown Act’s teleconferencing provisions and will not be physically open to the public. You may observe and participate in the meeting via teleconference as indicated below.
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PARTICIPATING IN COMMITTEE MEETINGS IN CONFORMANCE
WITH AB 361
The City of Modesto is providing alternatives to observe and participate in Committee meetings.

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

SUBMITTING COMMENTS BY E-MAIL
Written comments may be submitted via email to: [email protected] (include Agenda Item Number in the subject line). All comments will be shared with the Committee Members and placed in the record, but will not be read aloud during the meeting. Written comments must be received by 3:00 p.m. on the day of the meeting.

VIRTUAL PARTICIPATION BY ZOOM VIDEO

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

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

USING A COMPUTER OR SMART PHONE APP:
 Click on the “Raise Hand” feature in the webinar controls. This will notify City staff that you have raised your hand.
 City staff will unmute your microphone when it is your turn to provide - 2 -
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public comment.
 A prompt will appear to confirm you would like to be unmuted and then you will have three minutes to provide public comment.
 Once your public comment has ended, you will be muted again.

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

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

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

CONSENT ITEMS – ROLL CALL VOTE REQUIRED:

Information concerning the consent items listed below has been forwarded to each Committee Member prior to this meeting for study. Unless some member of the audience or Committee Member has a question concerning an item and asks that it be withdrawn from the consent list, - 3 -
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the Committee approves the items at one time. The action taken by the Committee in approving consent items is set forth in the explanation of this individual item.

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

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

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

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

Consent

1. Consider authorizing the submittal of a grant application to seek grant funding for the Highway Safety Improvement Program (HSIP) grant, and forwarding to Council for approval. (Funding Source: California Department of Transportation Grant Funds) CED; Phillip Soares, 209-577-5258, [email protected] Consent

2. Consider approving an On-Call Rental Services Agreement with N & S Tractor, Turlock, California, for a one-year with one-year extension option, for an annual estimated amount of $75,000 and a total amount not to exceed $150,000 over two years and forwarding to Council for approval. (Funding Source: Various Funds) FINANCE DEPARTMENT; Cynthia Kline, 209-577-5412, [email protected] Consent

3. Consider approving Agreements for On-Call Water Resource Grant Research and Writing Services with Provost & Pritchard Consulting Group, Modesto, CA, Woodard & Curran, Sacramento, CA, and West Yost Associates, Davis, CA, for one year, not to exceed $150,000 each, with two one-year extension options for a total maximum annual expenditure of $450,000 or $1,350,000 over a three-year period for all services. (Funding Source: Various Capital Improvement Program Projects) - 4 -
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UTILITIES; Miguel Alvarez, 209-577-5348, [email protected]

NEW BUSINESS

4. Consider an Operating Agreement, in coordination with Stanislaus County, for a digital freeway billboard at 1027 Emerald Avenue, in County jurisdiction and forwarding to Council for approval. (Funding Source: Application Fee) CED; Paul Liu, 209-577-5282, [email protected]

5. Consider recommending to the City Council the adoption of a Housing Plan that provides strategies and recommendations for increasing the supply of housing in Modesto. (Funding Source: SB2 Planning Grant)
CED; Steve Mitchell, 209-577-5287, [email protected]

6. Consider accepting the Enhanced Infrastructure Financing District (EIFD) Feasibility Study Report prepared by Kosmont Companies; consider authorizing the City Manager or his designee to negotiate and execute a First Amendment to the Professional Services Agreement with Kosmont Companies for formation of one or more Modesto Enhanced Infrastructure Financing District or Districts and consider authorizing staff to draft a Resolution of Intention to Form a Modesto EIFD and forwarding to Council for approval (Funding Source: ARPA funds)
CED; Jorge Barrera, 209-571-5179, [email protected]

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

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

COMMITTEE AGENDA REPORT
DATE OF MEETING:

September 14, 2022
Date: August 23, 2022
TO: Economic Development Committee
Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
David Wright, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Jaylen French, Director of Community & Economic Development SUBJECT: Highway Safety Improvement Program (HSIP) Grant Application Requests CONTACT: Phillip Soares, Senior Civil Engineer, [email protected], (209) 577-5258 DESCRIPTION:

Consider authorizing the submittal of a grant application to seek grant funding for the Highway Safety Improvement Program (HSIP) grant, and forwarding to Council for approval. (Funding Source: California Department of Transportation Grant Funds) STRATEGIC PLAN ELEMENT:

This item is consistent with the City of Modesto 2020-2025 Strategic Goal D, “Ensure Safe, Efficient, and Reliable Infrastructure.”
BACKGROUND:

The Highway Safety Improvement Program (HSIP)1 is one of the core federal-aid programs in the new federal surface transportation act, Fixing America’s Surface Transportation Act (FAST)2, which was signed into law on December 4, 2015. The purpose of the HSIP program is to achieve a significant reduction in traffic fatalities and serious injuries on all public roads, including nonState-owned public roads and roads on tribal land.

Caltrans Division of Local Assistance typically announces a call for HSIP project applications in the Spring either annually or biennially. The total available funds vary with each funding cycle and call for applications, but have been upwards of $200 million for the last several cycles.

Applications are typically due in September of the year that the call for applications is made.

For the last few cycles, there have been two funding categories for HSIP: Benefit Cost Ratio (BCR) and Funding Set-Asides (SA). There are four set aside categories: Guard Rail Upgrades, 1 Local Highway Safety Improvement Program (HSIP) - https://dot.ca.gov/programs/local-assistance/fedand-state-programs/highway-safety-improvement-program 2 Fixing America’s Surface Transportation Act (FAST) - https://www.fhwa.dot.gov/fastact/ #1..
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Economic Development Committee, September 14, 2022
Highway Safety Improvement Program (HSIP) Grant Application Requests

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Pedestrian Crossing Enhancements, Installing Edgelines, and Set-aside for Tribes. There is a maximum funding request for each set-aside category between $250,000 and $1 million per local agency. There is no maximum number of applications that can be submitted per agency for the BCR category; however, there is a maximum award amount of $10 million per agency.

Typically, the maximum federal reimbursement ratio for an HSIP grant is 90% with a local match of 10%. A project may be eligible for 100% HSIP reimbursement if all components of the project are eligible for 100% reimbursement per Section 4.2 of the Local Roadway Safety Manual (LRSM).

DISCUSSION:

Typically, an HSIP call for projects is made annually or biennially. The timing and size of the call is determined by the program apportionments, HSIP Federal Transportation Improvement Program (FTIP) capacity and the delivery of the existing HSIP applications.

It is the intent of the HSIP program that funds be expended on safety projects that can be designed and constructed expeditiously. Projects should not require significant amounts of right of way acquisition, nor should they require extensive environmental review and mitigation. For a project to be eligible for HSIP funding, a specific safety problem must be identified and the proposed countermeasure(s) must substantially address the condition.

Staff has been working on evaluating potential projects based on collision history along specific corridors and locations throughout the City of Modesto as part of the Systemic Safety Analysis Report (SSAR) project. Upon completion of this analysis, City staff will select the project(s) that are most competitive with the HSIP grant and match the priority projects for the City.

FISCAL IMPACT:

The Divisions that typically apply for HSIP funds are Transportation Engineering and Design and Traffic Engineering. The cost to prepare HSIP grant applications to apply for funds will come from the operating budget of the respective division.

If a 10% local match is required for any of the HSIP applications received, it will come from the appropriate transportation fund. The local match funding source will be dependent on the project, but historically the match has come from Surface Transportation Fund which includes Gas Tax fund and the Measure L Local Control funds which include categories for Local Streets & Roads, Traffic Management and Bike & Pedestrian.

Approved by:

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

COMMITTEE AGENDA REPORT
DATE OF MEETING:

September 14, 2022
Date: August 22, 2022
TO: Economic Development Committee
Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
David Wright, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Bill Sandhu, Public Works Director
DeAnna Christensen, Director of Finance
SUBJECT: On-Call Rental Services Agreement - N & S Tractor CONTACT: David Barr, Fleet Manager, [email protected], (209) 342-2214 Cynthia Kline, Purchasing Manager, [email protected], (209) 577-5412 DESCRIPTION:

Consider approving an On-Call Rental Services Agreement with N & S Tractor, Turlock, California, for a one-year with one-year extension option, for an annual estimated amount of $75,000 and a total amount not to exceed $150,000 over two years and forwarding to Council for approval. (Funding Source: Various Funds)
STRATEGIC PLAN ELEMENT:

This item supports the City of Modesto 2020-2025 Strategic Plan focus of Governance and Service Delivery under Goal H: Achieve Financial Sustainability.

BACKGROUND:

The City of Modesto Compost Facility’s operation is permitted by three regulatory agencies1.

The specific need to replace and retire the existing equipment is to maintain permit compliance with the regulatory agencies. A critical equipment to maintain this permit compliance is the use of a windrow turner2 unit to ensure an efficient composting process. The current windrow turner 1 CalRecycle, Central Valley Regional Water Quality Control Board and San Joaquin Valley Air Pollution Control District
2 Compost Windrow Turners – “Compost windrow turners were developed … for large scale production of compost. They are a conventionally big machine that straddles windrow. Steel drum with paddles quickly turns and [oxygen] is introduced within compost by means of drum/paddle assembly, and waste gases formed through microbial decomposition are vented. The [oxygen] feeds the aerobic bacteria and hence speed up the composting mechanism.”, - Composting for Sustainable Agriculture by Dinesh K.

Maheshwari, 2014, (P. 222)
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On-Call Rental Services Agreement - N & S Tractor

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unit has been out of service due to the age of the equipment and rental of this equipment was required to comply with the permit requirements.

On November 2, 2021, under Resolution 2021-430, Council approved the purchase of a John Deere Tractor with Deere & Company, Cary, NC, by utilizing the competitive bidding process from Sourcewell (formerly National Joint Powers Alliance) for a total amount not to exceed $271,425 and a sole source purchase with Evergreen Irrigation Inc., Stayton, OR, for a Windrow Turner for Public Works Department for a total amount not to exceed $374,651. This purchase would eliminate the need to continue the rental of this equipment.

DISCUSSION:

The temporary rental cost for a windrow turner was estimated at approximately $10,000 per month. The City took possession of the windrow turner and tractor rental in April 2022, however, there was an unexpected delay with placing the new City-owned equipment in service largely due to the calibration of these two pieces of equipment. As a result, the utilization of this rental equipment has generated pending rental costs in the amount of $64,198.

The windrow turner and tractor are very specialized equipment which is only available for rental at agricultural equipment rental companies such as N&S Tractor. City staff recommends entering into an on-call service agreement to ensure equipment availability due to the need to satisfy the regulatory requirements and to avoid a lapse in service.

Modesto Municipal Code Section 8-3.204 generally requires all purchases, in excess of fifty thousand dollars ($50,000) to follow formal bid procedures. However, MMC 8-3.204(b) provides that a purchase may be exempted from the City’s formal bidding requirement where the Purchasing Agency’s requirements can be met solely by a single article or process.

Additionally, MMC 8-3.204(d) provides that a purchase may also be exempted where the Purchasing Manager, in her discretion, determines that a process other than the formal bid procedure set forth in Section 8-3.203 will result in a procurement for the City at the lowest possible cost commensurate with the desired quality. Here, N & S Tractor should be exempt from the formal bidding procedure in accordance with Modesto Municipal Code 8-3.204(b), since they were the sole vendor who had this specialized equipment available. The Public Works Fleet Division reached out to our rental service agreement vendors for this type of equipment, Herc Rentals, Modesto, CA, and United Rentals, Modesto, CA, and this equipment was not available in their rental fleet inventory. Additionally, Fleet Divisions solicited quotes on this type of rental equipment to six different vendors and N & S Tractor was the only vendor who responded that had this equipment available.

FISCAL IMPACT:

The on-call rental service agreement with N & S Tractor would be funded based on the City department assigned to the specialized equipment. For the current rental services due in the amount of $64,198, this amount will be funded through the FY 21-22 Operating budget from the Compost Fund.
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On-Call Rental Services Agreement - N & S Tractor

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Approved by:

Bill Sandhu, Public Works Director
_________________________________________
DeAnna Christensen, Director of Finance
Joseph P. Lopez, City Manager
Attachments:

1. On-Call Rental Services Agreement
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1 ANNUAL AGREEMENT #230823

ON-CALL RENTAL SERVICES

N&S TRACTOR
This agreement, hereinafter called AGREEMENT, made and entered into in the City of Modesto, State of California, this ____ day of _________, 2022, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and N&S Tractor, a corporation of the State of California, hereinafter called CONTRACTOR.

W I T N E S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2022- authorizing the Award and agreement for providing on-call rental equipment on an “As Needed” basis for various divisions throught the City CONTRACTOR, attached hereto as Exhibit “A” and made a part hereof, and WHEREAS, the CITY and CONTRACTOR shall enter into an agreement for providing on-call rental equipment on an “As Needed” basis for various divisions throught the City as described in, attached hereto as Exhibit “B” and made part hereof.

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

1. THE WORK:
a) CONTRACTOR shall furnish all labor, materials, equipment, fuel, tools, licenses, and #2..
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2 insurance necessary to perform and complete the required work as specified in Exhibit “B”, and in strict accordance with the conditions of the complete AGREEMENT. b) CONTRACTOR shall do and perform the work contemplated hereby in a good workmanlike manner under the direction of and to the satisfaction of the CITY Representative. c) CONTRACTOR shall maintain proper insurance with the CITY for the duration of the AGREEMENT.
d) CONTRACTOR shall maintain a CITY business license for the duration of the AGREEMENT.
e) CONTRACTOR shall furnish said services at the following AGREEMENT rates for an estimated annual amount $75,000. The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $150,000.

2. CITY REPRESENTATIVE:

CITY Representative is:

David Barr, Fleet Manager -Phone (209) 342-2214 email: [email protected]

3. PURCHASING Representative is:

Kim Presson, Buyer - Phone (209) 577-5375 email [email protected] The CITY Representative is not authorized to commit the CITY to changes in specifications, requirements, or scope of work, changes in price(s), period of performance or delivery date(s) or method of shipment. Changes of a contractual or business nature shall be effective only by written change to the AGREEMENT, issued by the City of Modesto, Purchasing Division.

4. TERM OF AGREEMENT:

The term of the AGREEMENT shall be for a period of one year, with one-year extension option at the sole discretion of CITY, for a total of up to two years.

Year 1: August 30, 2022 through August 29, 2023
Year 2: August 30, 2023 through August 29, 2024
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3 Pricing as set forth in Section 1.e. above shall remain firm for the first one year of the AGREEMENT.

Price increases for any subsequent AGREEMENT years following the first year, shall not exceed the percentage change in the Consumer Price Index (CPI-U) for the West Region Area in any one AGREEMENT year, and shall be negotiated through the Purchasing Division. Requests for price increases shall be submitted by CONTRACTOR in writing, ninety (90) days prior to the annual anniversary date of the AGREEMENT to be effective for the subsequent year.

5. LIABILITY INSURANCE:

The CONTRACTOR shall provide, at its own expense, and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the CITY as may be required by the City Clerk of the CITY. The policies or certificates thereof shall provide that, at least 30 days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the CITY by via Pins Advantage, for all of the following stated insurance policies. a. General Liability - insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit 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. The insurance shall indicate on the certificate of insurance the following coverage and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent contractors and subcontractors; products and completed operations; and/or professional liability.
b. Automobile Liability – insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage and transportation related pollution liability. This insurance shall cover any automobile for bodily injury and property damage.
c. Workers' Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000 per accident for bodily injury or disease. #2..
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4 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 CONTRACTOR shall promptly obtain a new policy, submit the same to the CITY’s Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of the CONTRACTOR 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 CONTRACTOR to obtain and/or maintain any required insurance shall not relieve the CONTRACTOR from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the CONTRACTOR 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.

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 CONTRACTOR for the CITY.

The CONTRACTOR’s insurance policy(ices) 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 CITY’s Risk Manager.

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

6. PAYMENT:

CONTRACTOR shall invoice CITY not less than once per month based on the cost for services performed and reimbursable costs incurred prior to the invoice date. All invoices shall be paid in full the following payment terms within thirty days after completion and acceptance of the Services by the CITY, and #2..
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5 receipt of a properly prepared invoice, CITY will pay CONTRACTOR [TO BE DETERMINED BY IFB RESPONSE IN FINAL AGREEMENT, EITHER “Net 30 terms via CITY’s ePay Program” or “Net 45 Days via manual check”.]. The CITY is exempt from payment of Federal Excise Tax, and all invoices shall be exclusive of such excise tax.

Invoice to: City of Modesto
Attn: Accounts Payable
P.O. Box 642
Modesto, CA 95353
Email to: [email protected]
At a minimum, invoices shall state the following:
 This AGREEMENT number 230823
 CITY department/division name and address
 Billing period
 Service hours worked day and week
 Unit price, extended price, sales tax and total

7. INDEMNITY: The CONTRACTOR shall hold the CITY, its agents, officials, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of CONTRACTOR, or its agents, officials, officers, employees, or volunteers relating to or during the performance of its obligations under this AGREEMENT. CONTRACTOR’s obligation to defend, indemnify, and hold the CITY, its agents, officials, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this AGREEMENT for CONTRACTOR to procure and maintain a policy of insurance. #2..
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6 8. VENUE & GOVERNING LAW:

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

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

9. ATTORNEYS’ FEES:

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

10. COMMENCEMENT AND COMPLETION OF THE WORK:

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

Proofs of insurance (approved by CITY Risk Manager); and Executed Agreement;
a. Resolution No.2022-_______;
b. CONTRACTOR’S City of Modesto business license

11. TERMINATION OF SERVICES:

Termination for Default: In the event either party fails to perform under this AGREEMENT or breaches any condition contained herein, the other party shall notify in writing the breaching party of the nonperformance. Within 10 days after receipt of notification, the breaching party shall correct any nonperformance to the reasonable satisfaction of the non-breaching party, or such other time as may be identified in #2..
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7 the notice. Failure to correct any non-performance shall allow the non-breaching party to terminate this AGREEMENT for cause.

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

Post-Termination Procedure
Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the CONTRACTOR shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subcontractors and agents are notified of such termination and act as specified in the notice of termination; b. Terminate all orders and subcontracts except as necessary to complete any portion of the SERVICES that are not terminated;
c. If directed in writing by the CITY to do so, assign all right, title and interest in subcontracts and materials in progress to CITY, in which case the CITY will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such, but in no event shall recovery by any CONTRACTOR or subcontractor include lost profits for portions of the SERVICES not completed or undertaken, including materials not delivered; d. Deliver or otherwise make available to the CITY all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the CONTRACTOR in performing the SERVICES whether completed or in process;
e. Settle outstanding liabilities and claims, subject to the approval of CITY; f. Complete performance of such part of the SERVICES as has not been terminated; g. Take such other actions as may be necessary, or as may be directed by the CITY #2..
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8 for the protection and preservation of the SERVICES and/or property related to the SERVICES;
h. If CITY so requests, and at CITY's cost, CONTRACTOR shall provide sufficient oral or written status reports to make CITY reasonably aware of the status of CONTRACTOR’s work on the SERVICES.
i. CONTRACTOR understands and agrees that CITY may, in CITY’s sole discretion, refuse to pay CONTRACTOR for that portion of CONTRACTOR's SERVICES which were performed by CONTRACTOR on the project prior to the termination date and which remain unacceptable and/or not useful to CONTRACTOR as of the termination date.

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

12. COMPLIANCE WITH ALL LAWS:

CONTRACTOR hereby agrees that CONTRACTOR and its subcontractors, if any, in the performance of the SERVICES described herein, will comply with all federal, state, county and municipal laws, #2..
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9 rules and regulations which may be applicable to the work herein contracted for, whether now in existence or hereafter adopted.

13. FAILURE TO PERFORM SATISFACTORY WORK: It is agreed and understood that if the CONTRACTOR fails to perform the SERVICES as specified herein, CITY's representative may:
a. Consent to accept such unsatisfactory service with an appropriate adjustment in contract price, based on established cost factors,
b. Have such required work done by CITY forces or otherwise, and charge the cost thereof to the CONTRACTOR, or
c. Recommend termination of AGREEMENT between said the CONTRACTOR and the City of Modesto.

Those discrepancies and deficiencies in the SERVICES that remains uncorrected after the date set for correction may be the necessary justification for a billing adjustment in the month following the occurrence.

Unless otherwise negotiated, billing adjustments for this incomplete or uncorrected work shall be permanent retention of 100% of the estimated monthly cost for the SERVICES not corrected or completed.

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

15. CITY PROCESS/PROCEDURE APPROVALS: CITY approval of any process or procedure shall not relieve CONTRACTOR of its responsibility to furnish the required SERVICES meeting all specifications contained herein.
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10 16. CONTRACTOR'S RESPONSIBILITY FOR DAMAGES: If CONTRACTOR damages any property belonging to the CITY or a third party, the CONTRACTOR will be required to make repairs immediately, at CONTRACTOR’s sole cost and expense, to the satisfaction of the CITY. In the event that CONTRACTOR fails to perform the necessary repairs, the CITY may either retain from the money due to CONTRACTOR an amount sufficient to repair the damage or perform the repairs and send an invoice to the CONTRACTOR for such costs, which shall be paid within thirty (30) days.

17. NOTICES:

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

CONTRACTOR: Clark Bird, CFO
N& S Tractor
600 S. State Highway 59
Merced, CA 95341-6928
Phone: (209)383-5888
CITY: City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

18. SIGNATORY(IES) FOR CONTRACTOR:

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

19. QUANTITIES: No minimum or maximum is guaranteed or implied. #2..
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11 20. FUNDING:

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

21. OTHER GOVERNMENT/PUBLICLY FUNDED AGENCIES:

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

22. NON-DISCRIMINATION:
a. During the performance of this AGREEMENT, CONTRACTOR and any allowed subcontractors shall not unlawfully discriminate against any employee or applicant for employment because of race, color, ancestry, religion, sex, national origin, marital status, age, medical condition (cancer related), physical handicap (including AIDS), sexual orientation, or any other basis prohibited by Federal or California law. Equal employment opportunity extends, but is not limited to recruitment, compensation, benefits, layoff, termination, and all other conditions of employment. The CONTRACTOR and any allowed subcontractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination.

The CONTRACTOR and any allowed subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et seq.) and the applicable regulations promulgated thereunder (California Administrative Code, Title 2, and Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12900, set forth in Chapter 5 of Division 4 of Title 2 of the California Administrative Code are incorporated into this contract by reference and made a part hereof as if set forth in full. b. The CONTRACTOR and any allowed subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.
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12 c. The CONTRACTOR shall include the nondiscrimination and compliance provisions of this clause in any allowed subcontracts to perform SERVICES. d. The CONTRACTOR shall permit access by representatives of the Department of Fair Employment and Housing and the CITY upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours notice, to such of its books, records, accounts, other sources of information and its facilities as said Department or CITY shall require to ascertain compliance with this AGREEMENT. e. By executing this AGREEMENT, CONTRACTOR certifies that it shall follow and be in compliance with the Americans with Disabilities Act of 1990, the applicable administrative requirements promulgated in response thereto, and any other applicable Federal laws and regulations relating to handicap discrimination and participation, and will continue to do so for at least the duration of the AGREEMENT and any extensions thereof.

23. CONTRACTOR LICENSES & PERMITS:

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

24. RECORDS:

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

25. FACILITIES AND EQUIPMENT:

Except as set forth herein, CONTRACTOR shall, at its sole cost and expense, provide all facilities and #2..
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13 equipment that may be necessary to perform the services required by this AGREEMENT. CITY shall make available to CONTRACTOR only the facilities and equipment listed in EXHIBIT “B” and only under the terms and conditions set forth herein.

26. INDEPENDENT CONTRACTOR NOT AGENT:

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

27. DRUG FREE WORKPLACE:

CONTRACTOR certifies that it is following and in compliance with Sections 8350 - 8355 of Chapter

5.5 of the Government Code, Drug Free Workplace Act whereby each person or organization awarded a contract/purchase order or grant for the procurement of any property or service from any state agency (city) shall certify to the contracting or granting agency that it will provide a drug free workplace.

28. ASSIGNMENT:

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

29. WAIVER:

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

30. HEADINGS NOT CONTROLLING:

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

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

32. ENTIRE AGREEMENT:

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

33. PARTIAL INVALIDITY:

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

IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this Agreement in duplicate by its City Manager and attested by its City Clerk under authority of Resolution No. 2022-_______, adopted by the Council of the City of Modesto on the _____________ day of _____________________, 2022 and N&S Tractor has caused this AGREEMENT to be duly executed. #2..
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

September 14, 2022
August 24, 2022
TO: Economic Development Committee
Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
David Wright, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: On-Call Water Resource Grant Research and Writing Services Agreements CONTACT: Miguel Alvarez, Associate Engineer, [email protected], (209) 577-5348 DESCRIPTION:

Consider approving Agreements for On-Call Water Resource Grant Research and Writing Services with Provost & Pritchard Consulting Group, Modesto, CA, Woodard & Curran, Sacramento, CA, and West Yost Associates, Davis, CA, for one year, not to exceed $150,000 each, with two one-year extension options for a total maximum annual expenditure of $450,000 or $1,350,000 over a three-year period for all services. (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:

The Utilities Department pursues grant funding opportunities for a variety of utility related projects and programs, primarily related to water, wastewater and storm drain collection system infrastructure, groundwater management activities, wastewater treatment plant facilities, recycled water facilities and flood management projects and programs.

Grant opportunities typically range from $100,000 in planning grants from federal resources to $1 million or more from state programs, such as the Proposition (Prop) 1 Grant Program.

Recent successful grant applications include the following:
 $10 million from Prop 1, Storm Water Grant Program for the JM Pike Park Stormwater to Sanitary Cross Connection Removal Project
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Economic Development Committee, September 14, 2022
On-Call Water Resource Grant Research and Writing Services Agreements

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 $1 million from Prop 1, Sustainable Groundwater Management Grant Program Planning Grant for the Stanislaus and Tuolumne Rivers Groundwater Basin Association Groundwater Sustainability Agency Groundwater Monitoring Wells Project  $1 million from the Department of Water Resources, Urban and Multibenefit Drought Relief Grant Program for the Empire Community Well 312 Treatment System and Flush Line Project
 $653,200 from the California State Water Resources Control Board, Drinking Water State Revolving Fund Drinking Water Planning Loan for the Grayson Water Infrastructure Project.

Successful grant applications require thorough understanding of the funding program requirements, high quality product delivery, and credibility with the granting authorities. Since funding mechanisms, grant requirements, and granting authorities may change on a project-byproject basis, Utilities Department staff does not have the expertise, or the resources due to current workloads, to fully research each funding opportunity presented by the state or federal agencies. Therefore, grant researching and writing services from consultants with specific experience in obtaining grants related to utilities, and who are familiar with the agencies that have the utilities-related grant programs are required.

DISCUSSION:

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 Requests for Qualifications (RFQ)/Requests for Proposals (RFP) through Planet Bids for on-call water resource grant research and writing services for the Utilities Department. Five (5) Statements of Qualifications/Proposals were received which included one qualified local consultant.

After careful review of the Statement of Qualifications by a selection committee comprised of Utilities Department staff, the following three firms, were selected as the most qualified firms to provide on-call water resource grant research and writing services:
 Provost & Pritchard Consulting Group, Modesto, CA
 Woodard and Curran, Sacramento, CA
 West Yost Associates, Davis, CA
When on-call water resource grant research and writing services are required on an “as needed” basis, written task orders will be issued to the consultant identifying the scope, cost, and schedule to complete the specific task.

Provost & Pritchard Consulting Group, Woodard and Curran, and West Yost Associates, have extensive experience in developing successful grant applications, thereby securing grant funding from state and federal funding sources. Their assistance will allow the City to apply for a wide variety of grants, which will help fund the City’s local and regional water resource-related projects and programs.
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Economic Development Committee, September 14, 2022
On-Call Water Resource Grant Research and Writing Services Agreements

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In accordance with Modesto Municipal Code 8-3.204(a) Exceptions to Formal Bidding Requirements, the three on-call agreements are for professional services and, therefore, exempt from the bid requirement. However, staff proceeded through an RFP process pursuant to Administrative Directive 3.1. Staff recommends approval of the agreements for on-call water resource grant research and writing services.

FISCAL IMPACT:

Costs for on-call water resource grant research and writing services are not expected to exceed $450,000 per year. The total cost for the proposed three-year contract term (initial one-year term, with two one-year extension options) is not to exceed the maximum annual expenditure of $450,000 or $1,350,000 over a three-year period for all services.

No new budget allocations are required at this time. To fund consultant work for project-specific task orders, funds will be budgeted and encumbered against each specific Capital Improvement Program (CIP) project account as the project is assigned. Consultant invoices will be paid from each specific CIP project on a task order basis received and verified by Capital Improvement Services staff.

Approved by:

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

1. Agreement & Exhibits - Provost & Pritchard Consulting Group

2. Agreement & Exhibits - West Yost Associates, Inc.

3. Agreement & Exhibits - Woodard & Curran
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ON-CALL AGREEMENT FOR

WATER RESOURCE GRANT RESEARCH AND WRITING SERVICES
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 PROVOST & PRITCHARD CONSULTING GROUP, a California Corporation, hereinafter referred to as "Consultant".

This Agreement is made with regard to the following recitals:

A. City has determined that there is a need for On-Call Water Resource Grant Research and Writing Services.

B. Consultant represents that it is qualified, willing and able to provide the requested On-Call Water Resource Grant Research and Writing Services.

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.

Services to be provided by Consultant under this agreement shall generally fall under, but are not limited to, one or more of the categories as set forth and described in the documents attached hereto and referred to as Exhibit "A".

Specific scope(s) of services to be provided by Consultant shall be further defined by and authorized by City through the issuance of project-specific Task Orders. Each specific Task Order will require a written, scope outlining the specific services to be provided by Consultant, the schedule for completion, and the proposed compensation amount(s) and payment #3..
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methodology to perform the specified services. The City must authorize each Task Order in writing prior to commencement of services by the Consultant.

The Consultant shall perform the services, as described in Exhibit "A" to this Agreement and subsequent Task Orders, 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 performed by Consultant, or one (1) year from the above date, whichever occurs latter, with the possibility of two (2) one (1) year extension options, at the sole discretion of City, unless terminated earlier in accordance with the provisions of the termination clause in this Agreement.

City hereby gives Consultant notice to proceed with the provision of services described in Exhibit "A" to this Agreement, as of the Effective Date of this agreement.

Consultant shall diligently proceed with the work and agrees to complete said specific scope(s) of services within the time period set forth in each respective Task Order.

3. COMPENSATION.

Consultant agrees to accept a sum not to exceed ONE HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($150,000) per year, and a sum not to exceed FOUR HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($450,000) over three years as of the Effective Date as full remuneration for performing all services and furnishing all staffing and materials called for in Exhibit "A”, and subsequent Task Orders, and for performance by Consultant of all of its duties and obligations under this Agreement. #3..
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The Compensation shall be paid pursuant in the manner and at the times set forth below:

City shall pay Consultant for work performed as authorized by subsequent Task Orders. All work shall be billed: 1) on a time and materials basis, at the hourly rates set forth in Exhibit “B”, attached hereto, or; 2) on a lump sum, fixed fee basis, as authorized by City per specific Task Order(s). Lump sum fees shall generally be in accordance with approximate amounts as shown in Exhibit “B”. Unless otherwise approved by City, the hourly rates and lump sum fees shown in Exhibit “B” shall remain in effect for the entire term of the agreement, including all extensions.

Consultant shall submit monthly invoices to City which include a detailed description of completed tasks, hours worked, and billable rates or percentage complete (for lump sum tasks) for all work completed, and detailed receipts for any out-of-pocket costs paid by Consultant in connection with work performed on this Project.

4. OBLIGATIONS OF CONSULTANT.

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

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

5. PERFORMANCE BY KEY EMPLOYEE.
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Consultant has represented to City that Alex Collins will be the person primarily responsible for the performance of the services referred to in this Agreement. City has entered into this Agreement in reliance on that representation by Consultant. Consultant therefore agrees that ten percent (10%) or more of the time to be devoted to the project that is the subject of this Agreement will be that of the above-named person.

6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

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

Title to Data
If, as a part of the agreement, Consultant is required to produce data such as, but not limited to, drawings, plans, specifications, calculations, models, flow diagrams, visual aids and other related materials, the originals of all such data generated under this agreement will be delivered to City upon the completion or termination of services under the contract.

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

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

8. INTEREST OF CONTRACTOR.

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

9. AMENDMENTS.

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

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

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 #3..
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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 is permitted to provide services to others during the same period service is provided to City under this Agreement. If necessary, Consultant has the responsibility for employing other persons or firms to assist Consultant in fulfilling the terms and obligations under this Agreement.

If in the performance of this Agreement any third persons are employed by Consultant, such persons shall be entirely and exclusively under the direction, supervision, and control of Consultant. All terms of employment including hours, wages, working conditions, #3..
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discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by the Consultant.

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

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

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

11. ASSIGNMENT.

Neither this Agreement nor any portion thereof shall be subcontracted or assigned without the express prior written consent of the City in each and every instance.

12. PATENT/COPYRIGHT MATERIALS.

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

13. NOTICES.

Notice required by this Agreement shall be given in writing and shall be deemed given and effective upon receipt provided that such are delivered in accordance with the #3..
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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: Provost & Pritchard Consulting Group Address: 455 W. Fir Ave
Clovis, CA 93611
Attention: Alex Collins
Phone: (559) 449-2700
Email: [email protected]
FOR CITY: Name: City of Modesto
Address: 1010 10th Street, Suite 4600
Modesto, CA 95354
Attention: Miguel Alvarez
Phone: (209) 577-5348
Email: [email protected]

14. INSURANCE REQUIREMENTS.

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

Failure of the Consultant to obtain and/or maintain any required insurance shall not relieve the Consultant from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Consultant concerning indemnification. The City, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation and Professional Liability. The Workers' Compensation insurer shall agree to waive all rights of subrogation against the City, its agents, officers, employees, and volunteers for losses arising from work performed by Consultant for the City. The Consultant's insurance policy(ies) shall include a provision that the coverage is primary as respects the City; shall include no special 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 #3..
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deliver certificates evidencing existence of the insurance listed above to the City prior to the time the contract is signed.

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

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

15. TERMINATION OF AGREEMENT.

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

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 #3..
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Work make it impossible or impracticable to proceed, or when the City is prevented from proceeding with the Agreement by act of God, by law, or by official action of a public authority, or upon a determination by the City that such termination is in the best interest and convenience of the City, or whenever the City is prohibited from completing the Work for any reason. The City shall provide no less than ten (10) calendar days written notice of its intent to terminate the Agreement for convenience, and shall endeavor to provide the Consultant with consultation with the City prior to termination.

Post-Termination Procedure
Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the Consultant shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subconsultants and agents are notified of such termination and act as specified in the notice of termination;
b. Terminate all orders and Subcontractors except as necessary to complete any portion of the Work that is not terminated; c. If directed in writing by the City to do so, assign all right, title and interest in subcontracts and materials in progress to City, in which case the City will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such 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; #3..
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d. Deliver or otherwise make available to the City all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Consultant in performing the Work whether completed or in process; e. Settle outstanding liabilities and claims, subject to the approval of City;
f. Complete performance of such part of the Work as has not been terminated;
g. Take such other actions as may be necessary, or as may be directed by the City for the protection and preservation of the Work and/or property related to the Work;
h. If City so requests, and at City's cost, Consultant shall provide sufficient oral or written status reports to make City reasonably aware of the status of Consultant's work on the project. i. The Consultant understands and agrees that City may, in City's sole discretion, refuse to pay Consultant for that portion of Consultant's services which were performed by Consultant on the project prior to the termination date and which remain
unacceptable and/or not useful to City as of the termination date.

City will pay Consultant an amount based on the percentage of satisfactory work completed in accordance with the notice 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:
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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.

16. CERTIFIED PAYROLL REQUIREMENT.

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

17. INDEMNITY.
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The Consultant shall hold the City, its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of Consultant, or its agents, officers, employees, or volunteers relating to or during the performance of its obligations under this Agreement.

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

18. DISPUTE RESOLUTION.

All claims, controversies, or disputes arising out of, or relating to the formation of this Agreement, or the breach, termination execution, enforcement, interpretation, or validity of this Agreement, including the determination of the scope or applicability of this contract provision shall be determined by binding arbitration in Modesto, California by one arbitrator, except as otherwise specified in this Agreement. The American Arbitration 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.
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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.

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 #3..
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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 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.

The parties hereby waive any rights provided by Title 9.2 of the California Code of Civil Procedure, Section 1296. The arbitrator’s award shall be deemed final, conclusive and binding to the fullest extent allowed by California law.

19. ENTIRE AGREEMENT.

This Agreement and its exhibits contain the entire understanding between Consultant and City. Additional or new terms contained in this Agreement which vary from Consultant's proposal are controlling and are deemed accepted by Consultant by shipment of any article or other commencement of performance hereunder. All previous proposals, offers and communications relative to this Agreement, whether oral or written, are hereby superseded #3..
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except to the extent that they have been incorporated into this Agreement. No future waiver of or exception to any of the terms, conditions, and provisions of this Agreement shall be considered valid unless specifically agreed to in writing by all the parties.

20. PARTIAL INVALIDITY.

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

21. WAIVER.

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

22. AUDIT.

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

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

23. GOVERNING LAW.

This Agreement shall be governed according to the laws of the State of California.
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24. HEADINGS NOT CONTROLLING.

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

25. COMPLIANCE WITH LAWS.

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

26. CITY BUSINESS LICENSE.

Consultant will have a City of Modesto business license.

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 PROVOST & PRITCHARD
CONSULTING GROUP has caused this agreement to be duly executed in duplicate as of the Effective Date.
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EXHIBIT A
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Rate Table: 1001
Assistant Engineer $ - 125.00 97.00 $
Associate Engineer $ - 147.00 115.00 $
Senior Engineer $ - 184.00 153.00 $
Principal Engineer $ - 235.00 195.00 $
Associate Structural Engineer $ - 146.00 120.00 $
Senior Structural Engineer $ - 170.00 150.00 $
Principal Structural Engineer $ - 230.00 180.00 $
Associate Biologist $ - 115.00 95.00 $
Assistant Environmental Specialist $ - 120.00 90.00 $
Associate Environmental Specialist $ - 155.00 126.00 $
Senior Environmental Specialist $ - 185.00 155.00 $
Principal Environmental Specialist $ - 235.00 195.00 $
Assistant GIS Specialist $ - 93.00 75.00 $
Associate GIS Specialist $ - 127.00 100.00 $
Senior GIS Specialist $ - 170.00 135.00 $
Assistant Geologist/Hydrogeologist $ - 113.00 95.00 $
Associate Geologist/Hydrogeologist $ - 150.00 120.00 $
Senior Geologist/Hydrogeologist $ - 180.00 150.00 $
Principal Geologist/Hydrogeologist $ - 235.00 195.00 $
Associate Water Resources Specialist $ - 130.00 105.00 $ Senior Water Resources Specialist $ - 160.00 135.00 $
Environmental & Roof Specialist $ - 200.00 120.00 $
External Affairs Specialist $ - 128.00 98.00 $
Principal Tunneling Consultant $ - 255.00 235.00 $
Assistant Planner/CEQA-NEPA Specialist $ - 105.00 85.00 $ Associate Planner/CEQA-NEPA Specialist $ - 133.00 110.00 $ Senior Planner/CEQA-NEPA Specialist $ - 168.00 140.00 $ Principal Planner/CEQA-NEPA Specialist $ - 196.00 173.00 $ Assistant Technician $ - 97.00 75.00 $
Associate Technician $ - 125.00 102.00 $
Senior Technician $ - 150.00 130.00 $
Associate Construction Manager $ - 140.00 120.00 $
Senior Construction Manager $ - 167.00 145.00 $
Principal Construction Manager $ - 210.00 180.00 $
Construction Inspector (PW) $ - 177.00 152.00 $
Construction Inspector - OT (PW) $ - 218.00 187.00 $
Administrative Assistant $ - 90.00 70.00 $
Project Administrator $ - 105.00 80.00 $
Senior Project Administrator $ - 200.00 115.00 $
Intern $ - 80.00 65.00 $
Assistant Surveyor $ - 115.00 95.00 $
Licensed Surveyor $ - 175.00 145.00 $
1 Man Survey Crew $ 175.00
2 Man Survey Crew $ 245.00
2 Man Survey Crew including LS $ 280.00
UAV (Drone) Services $ 210.00
This schedule supersedes previously published fee schedules as of the effective date.

External Use

PROVOST & PRITCHARD CONSULTING GROUP

STANDARD FEE SCHEDULE
Effective 1/1/22
(hourly rates)
$ 285.00
Multi-year contracts are subject to any subsequent changes in these rates.

ENGINEERING STAFF: Fee Range
SPECIALISTS:

PLANNING STAFF
TECHNICAL STAFF:

CONSTRUCTION SERVICES:

SUPPORT STAFF:

SURVEYING SERVICES:

Prev. Wage (1)
$ 200.00
$ 295.00
(Field Work not including survey equipment billed at individual standard rate plus vehicle as appropriate) EXPERT WITNESS / GIS TRAINING: As quoted.

TRAVEL TIME (for greater than 1 hour from employee’s base office): $80/hr (unless the individual's rate is less)

EXHIBIT B
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Mileage IRS value + 15%
Outside Consultants Cost + 15%
Direct Costs Cost + 15%
(2) Overtime for Construction Services prevailing wage will be calculated at 125% of the standard prevailing wage rate PROJECT COSTS:
(1) Prevailing wage rates shown for San Joaquin, Stanislaus, Merced, Madera, Fresno, Tulare, Kings, and Kern Counties, other counties as quoted.

EXHIBIT B
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-1-

ON-CALL AGREEMENT FOR

WATER RESOURCE GRANT RESEARCH AND WRITING SERVICES
THIS AGREEMENT, made and entered into in the City of Modesto, State of California, this day of , 2022, (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "City", and WEST YOST ASSOCIATES, INC., a California Corporation, hereinafter referred to as "Consultant".

This Agreement is made with regard to the following recitals:

A. City has determined that there is a need for On-Call Water Resource Grant Research and Writing Services.

B. Consultant represents that it is qualified, willing and able to provide the requested On-Call Water Resource Grant Research and Writing Services.

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.

Specific scope(s) of services to be provided by Consultant shall be further defined by and authorized by City through the issuance of project-specific Task Orders. Each specific Task Order will require a written, scope outlining the specific services to be provided by Consultant, the schedule for completion, and the proposed compensation amount(s) and payment #3..
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methodology to perform the specified services. The City must authorize each Task Order in writing prior to commencement of services by the Consultant.

2. TERM OF AGREEMENT.

City hereby gives Consultant notice to proceed with the provision of services described in Exhibit "A" to this Agreement, as of the Effective Date of this agreement.

Consultant shall diligently proceed with the work and agrees to complete said specific scope(s) of services within the time period set forth in each respective Task Order.

3. COMPENSATION.

Consultant agrees to accept a sum not to exceed ONE HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($150,000) per year, and a sum not to exceed FOUR HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($450,000) over three years as of the Effective Date as full remuneration for performing all services and furnishing all staffing and materials called for in Exhibit "A”, and subsequent Task Orders, and for performance by Consultant of all of its duties and obligations under this Agreement. #3..
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The Compensation shall be paid pursuant in the manner and at the times set forth below:

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.

5. PERFORMANCE BY KEY EMPLOYEE.
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Consultant has represented to City that Monique Day 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.

7. NEWS AND INFORMATION RELEASE.
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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.

9. AMENDMENTS.

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 #3..
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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.

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, #3..
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discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by the Consultant.

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

11. ASSIGNMENT.

Neither this Agreement nor any portion thereof shall be subcontracted or assigned without the express prior written consent of the City in each and every instance.

12. PATENT/COPYRIGHT MATERIALS.

13. NOTICES.

Notice required by this Agreement shall be given in writing and shall be deemed given and effective upon receipt provided that such are delivered in accordance with the #3..
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provisions of this Section. Notices shall be delivered either by: (a) personal delivery (including delivery by an overnight courier service which obtains confirmation of receipt); or (b) by facsimile, provided that such transmission is followed by delivery by an overnight courier service which obtains confirmation of receipt; or (c) postage prepaid, return receipt requested, certified mail; or (d) by electronic transmission subject to reasonable proof that the notice was both transmitted and received. Each such notice shall be sent to the parties at the address respectively set forth below or to such other address as a party may designate by written notice given in accordance with the provisions of this Section:

FOR CONSULTANT: Name: West Yost Associates, Inc.

Address: 2020 Research Park Drive
Suite 100
Davis, CA 95618
Attention: Monique Day
Phone: (530) 792-3221
Email: [email protected]
FOR CITY: Name: City of Modesto
Address: 1010 10th Street, Suite 4600
Modesto, CA 95354
Attention: Miguel Alvarez
Phone: (209) 577-5348
Email: [email protected]

14. INSURANCE REQUIREMENTS.

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

Failure of the Consultant to obtain and/or maintain any required insurance shall not relieve the Consultant from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Consultant concerning indemnification. The City, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation and Professional Liability. The Workers' Compensation insurer shall agree to waive all rights of subrogation against the City, its agents, officers, employees, and volunteers for losses arising from work performed by Consultant for the City. The Consultant's insurance policy(ies) shall include a provision that the coverage is primary as respects the City; shall include no special 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 #3..
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deliver certificates evidencing existence of the insurance listed above to the City prior to the time the contract is signed.

15. TERMINATION OF AGREEMENT.

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 #3..
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Work make it impossible or impracticable to proceed, or when the City is prevented from proceeding with the Agreement by act of God, by law, or by official action of a public authority, or upon a determination by the City that such termination is in the best interest and convenience of the City, or whenever the City is prohibited from completing the Work for any reason. The City shall provide no less than ten (10) calendar days written notice of its intent to terminate the Agreement for convenience, and shall endeavor to provide the Consultant with consultation with the City prior to termination.

Post-Termination Procedure
Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the Consultant shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subconsultants and agents are notified of such termination and act as specified in the notice of termination;
b. Terminate all orders and Subcontractors except as necessary to complete any portion of the Work that is not terminated; c. If directed in writing by the City to do so, assign all right, title and interest in subcontracts and materials in progress to City, in which case the City will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such 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; #3..
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d. Deliver or otherwise make available to the City all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Consultant in performing the Work whether completed or in process; e. Settle outstanding liabilities and claims, subject to the approval of City;
f. Complete performance of such part of the Work as has not been terminated;
g. Take such other actions as may be necessary, or as may be directed by the City for the protection and preservation of the Work and/or property related to the Work;
h. If City so requests, and at City's cost, Consultant shall provide sufficient oral or written status reports to make City reasonably aware of the status of Consultant's work on the project. i. The Consultant understands and agrees that City may, in City's sole discretion, refuse to pay Consultant for that portion of Consultant's services which were performed by Consultant on the project prior to the termination date and which remain
unacceptable and/or not useful to City as of the termination date.

City will pay Consultant an amount based on the percentage of satisfactory work completed in accordance with the notice 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:
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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.

16. CERTIFIED PAYROLL REQUIREMENT.

17. INDEMNITY.
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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.

18. DISPUTE RESOLUTION.

All claims, controversies, or disputes arising out of, or relating to the formation of this Agreement, or the breach, termination execution, enforcement, interpretation, or validity of this Agreement, including the determination of the scope or applicability of this contract provision shall be determined by binding arbitration in Modesto, California by one arbitrator, except as otherwise specified in this Agreement. The American Arbitration 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.
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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 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 #3..
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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.

19. ENTIRE AGREEMENT.

This Agreement and its exhibits contain the entire understanding between Consultant and City. Additional or new terms contained in this Agreement which vary from Consultant's proposal are controlling and are deemed accepted by Consultant by shipment of any article or other commencement of performance hereunder. All previous proposals, offers and communications relative to this Agreement, whether oral or written, are hereby superseded #3..
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except to the extent that they have been incorporated into this Agreement. No future waiver of or exception to any of the terms, conditions, and provisions of this Agreement shall be considered valid unless specifically agreed to in writing by all the parties.

20. PARTIAL INVALIDITY.

21. WAIVER.

22. AUDIT.

23. GOVERNING LAW.

This Agreement shall be governed according to the laws of the State of California.
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24. HEADINGS NOT CONTROLLING.

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

25. COMPLIANCE WITH LAWS.

26. CITY BUSINESS LICENSE.

Consultant will have a City of Modesto business license.

IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement in duplicate by its City Manager and attestation by its City Clerk under authority of Resolution No. 2022- , adopted by the Council of the City of Modesto on the day of , 2022, and WEST YOST ASSOCIATES, INC. has caused this agreement to be duly executed in duplicate as of the Effective Date. #3..
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EXHIBIT A
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(Effective August 1, 2022 through December 31, 2022)*

POSITIONS

ENGINEERING
Principal/Vice President $328
Engineer/Scientist/Geologist Manager I / II $310 / $324 Principal Engineer/Scientist/Geologist I / II $280 / $298 Senior Engineer/Scientist/Geologist I / II $251 / $264
Associate Engineer/Scientist/Geologist I / II $215 / $231 Engineer/Scientist/Geologist I / II $173 / $201
Engineering Aide $101
Field Monitoring Services $93
Administrative I / II / III / IV $89 / $112 / $134 / $148

ENGINEERING TECHNOLOGY
Engineering Tech Manager I / II $322 / $324
Principal Tech Specialist I / II $296 / $306
Senior Tech Specialist I / II $271 / $283
Senior GIS Analyst $245
GIS Analyst $232
Technical Specialist I / II / III / IV $173 / $197 / $221 / $247 Technical Analyst I / II $124 / $148
Technical Analyst Intern $100
Cross-Connection Control Specialist I / II / III / IV $129 / $140 / $157 / $175 CAD Manager $195
CAD Designer I / II $151 / $171

CONSTRUCTION MANAGEMENT
Senior Construction Manager $313
Construction Manager I / II / III / IV $191 / $205 / $217 / $275 Resident Inspector (Prevailing Wage Groups 4 / 3 / 2 / 1) $167 / $185 / $207 / $215 Apprentice Inspector $151
CM Administrative I / II $81 / $109
Field Services $215
2022 Billing Rate Schedule

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

EXHIBIT B

Page 1 of 2 ends

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(Effective August 1, 2022 through December 31, 2022)*
Equipment Charges

EQUIPMENT
2" Purge Pump & Control Box $270 / day
Aquacalc / Pygmy or AA Flow Meter $28 / day
Emergency SCADA System $35 / day
Gas Detector $80 / day
Generator $39 / day
Hydrant Pressure Gauge $10 / day
Hydrant Pressure Recorder, Impulse (Transient) $55 / day Hydrant Pressure Recorder, Standard $40 / day
Low Flow Pump Controller $75 / day
Powers Water Level Meter $32 / day
Precision Water Level Meter $19 / day
Stainless Steel Wire per foot $0.03 / day
Storage Tank $15 / day
Sump Pump $24 / day
Transducer Components (per installation) $23 / day
Trimble GPS – Geo 7x $220 / day
Tube Length Counter $22 / day
Turbidity Meter $22 / day
Vehicle $10 / day
Water Flow Probe Meter $20 / day
Water Quality Meter $27 / day
Water Quality Multimeter $185 / day
Well Sounder $30 / day

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

EXHIBIT B

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ON-CALL AGREEMENT FOR

WATER RESOURCE GRANT RESEARCH AND WRITING SERVICES
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 WOODARD & CURRAN, a Maine Corporation, hereinafter referred to as "Consultant".

This Agreement is made with regard to the following recitals:

A. City has determined that there is a need for On-Call Water Resource Grant Research and Writing Services.

B. Consultant represents that it is qualified, willing and able to provide the requested On-Call Water Resource Grant Research and Writing Services.

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.

Specific scope(s) of services to be provided by Consultant shall be further defined by and authorized by City through the issuance of project-specific Task Orders. Each specific Task Order will require a written, scope outlining the specific services to be provided by Consultant, the schedule for completion, and the proposed compensation amount(s) and payment #3..
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methodology to perform the specified services. The City must authorize each Task Order in writing prior to commencement of services by the Consultant.

2. TERM OF AGREEMENT.

City hereby gives Consultant notice to proceed with the provision of services described in Exhibit "A" to this Agreement, as of the Effective Date of this agreement.

Consultant shall diligently proceed with the work and agrees to complete said specific scope(s) of services within the time period set forth in each respective Task Order.

3. COMPENSATION.

Consultant agrees to accept a sum not to exceed ONE HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($150,000) per year, and a sum not to exceed FOUR HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($450,000) over three years as of the Effective Date as full remuneration for performing all services and furnishing all staffing and materials called for in Exhibit "A”, and subsequent Task Orders, and for performance by Consultant of all of its duties and obligations under this Agreement. #3..
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The Compensation shall be paid pursuant in the manner and at the times set forth below:

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.

5. PERFORMANCE BY KEY EMPLOYEE.
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Consultant has represented to City that Leslie Dumas 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.

7. NEWS AND INFORMATION RELEASE.
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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.

9. AMENDMENTS.

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 #3..
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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.

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, #3..
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discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by the Consultant.

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

11. ASSIGNMENT.

Neither this Agreement nor any portion thereof shall be subcontracted or assigned without the express prior written consent of the City in each and every instance.

12. PATENT/COPYRIGHT MATERIALS.

13. NOTICES.

Notice required by this Agreement shall be given in writing and shall be deemed given and effective upon receipt provided that such are delivered in accordance with the #3..
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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: Woodard & Curran
Address: 801 T Street
Sacramento, CA 95811
Attention: Leslie Dumas
Phone: (916) 999-8778
Email: [email protected]
FOR CITY: Name: City of Modesto
Address: 1010 10th Street, Suite 4600
Modesto, CA 95354
Attention: Miguel Alvarez
Phone: (209) 577-5348
Email: [email protected]

14. INSURANCE REQUIREMENTS.

The Consultant shall provide at its own expense and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the City as may be required by the Risk Manager of the City. The policies or certificates thereof shall provide that, thirty (30) days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the City by certified mail, return receipt requested, for all of the following stated insurance policies. #3..
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In the event the certificates of insurance required hereunder do not provide for notice of cancellation to the certificate holder and/or additional insureds, the Consultant shall provide, and shall require its subcontractors to provide, as an express condition precedent to payment hereunder, an endorsement from their insurers providing that the additional insureds identified herein shall be provided 30 days notice of the cancellation on the policies of insurance required hereunder (10 days notice if the policies are cancelled for non-payment of premium). In addition, the named insured on all such policies shall provide to the additional insureds identified herein any notices of cancellation of said insurance policies within 5 business days of receipt of such notice. The Consultant shall, as a further express condition precedent to payment for work performed, affirm under penalty of perjury that the required insurance on the project remains in place and said insurance has not been cancelled.
(a) Worker's Compensation in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000. (b) General Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. This insurance shall indicate on the certificate of insurance the following coverages and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent consultants and subcontractors; products and completed operations as applicable.
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(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.

Failure of the Consultant to obtain and/or maintain any required insurance shall not relieve the Consultant from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Consultant concerning indemnification. The City, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation and Professional Liability. The Workers' Compensation insurer shall agree to waive all rights of subrogation against the City, its agents, officers, employees, and volunteers for losses arising from work performed by Consultant for the City. The Consultant's insurance policy(ies) shall include a provision that the coverage is primary as respects the City; shall include no special 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 #3..
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deliver certificates evidencing existence of the insurance listed above to the City prior to the time the contract is signed.

15. TERMINATION OF AGREEMENT.

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 #3..
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Work make it impossible or impracticable to proceed, or when the City is prevented from proceeding with the Agreement by act of God, by law, or by official action of a public authority, or upon a determination by the City that such termination is in the best interest and convenience of the City, or whenever the City is prohibited from completing the Work for any reason. The City shall provide no less than ten (10) calendar days written notice of its intent to terminate the Agreement for convenience, and shall endeavor to provide the Consultant with consultation with the City prior to termination.

Post-Termination Procedure
Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the Consultant shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subconsultants and agents are notified of such termination and act as specified in the notice of termination;
b. Terminate all orders and Subcontractors except as necessary to complete any portion of the Work that is not terminated; c. If directed in writing by the City to do so, assign all right, title and interest in subcontracts and materials in progress to City, in which case the City will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such 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; #3..
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d. Deliver or otherwise make available to the City all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Consultant in performing the Work whether completed or in process; e. Settle outstanding liabilities and claims, subject to the approval of City;
f. Complete performance of such part of the Work as has not been terminated;
g. Take such other actions as may be necessary, or as may be directed by the City for the protection and preservation of the Work and/or property related to the Work;
h. If City so requests, and at City's cost, Consultant shall provide sufficient oral or written status reports to make City reasonably aware of the status of Consultant's work on the project. i. The Consultant understands and agrees that City may, in City's sole discretion, refuse to pay Consultant for that portion of Consultant's services which were performed by Consultant on the project prior to the termination date and which remain
unacceptable and/or not useful to City as of the termination date.

City will pay Consultant an amount based on the percentage of satisfactory work completed in accordance with the notice 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:
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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.

16. CERTIFIED PAYROLL REQUIREMENT.

17. INDEMNITY.
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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.

18. DISPUTE RESOLUTION.

All claims, controversies, or disputes arising out of, or relating to the formation of this Agreement, or the breach, termination execution, enforcement, interpretation, or validity of this Agreement, including the determination of the scope or applicability of this contract provision shall be determined by binding arbitration in Modesto, California by one arbitrator, except as otherwise specified in this Agreement. The American Arbitration 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.
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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 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 #3..
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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.

19. ENTIRE AGREEMENT.

This Agreement and its exhibits contain the entire understanding between Consultant and City. Additional or new terms contained in this Agreement which vary from Consultant's proposal are controlling and are deemed accepted by Consultant by shipment of any article or other commencement of performance hereunder. All previous proposals, offers and communications relative to this Agreement, whether oral or written, are hereby superseded #3..
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except to the extent that they have been incorporated into this Agreement. No future waiver of or exception to any of the terms, conditions, and provisions of this Agreement shall be considered valid unless specifically agreed to in writing by all the parties.

20. PARTIAL INVALIDITY.

21. WAIVER.

22. AUDIT.

23. GOVERNING LAW.

This Agreement shall be governed according to the laws of the State of California.
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24. HEADINGS NOT CONTROLLING.

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

25. COMPLIANCE WITH LAWS.

26. CITY BUSINESS LICENSE.

Consultant will have a City of Modesto business license. #3..
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IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement in duplicate by its City Manager and attestation by its City Clerk under authority of Resolution No. 2022- , adopted by the Council of the City of Modesto on the day of , 2022, and WOODARD & CURRAN has caused this agreement to be duly executed in duplicate as of the Effective Date. #3..
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EXHIBIT A
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STAFF TYPE HOURLY RATE
Project Assistant $120
Billing Manager $140
Designer 1 $140
Graphic Artist $140
Graphics Manager $140
Marketing Assistant $140
Marketing Manager $140
Senior Accountant $140
Senior Project Assistant $140
Software Engineer 1 $165
Designer 2 $170
Designer 3 $175
Senior Software Developer $175
Engineer 1 $180
Geologist 1 $180
Planner 1 $180
Scientist 1 $180
Senior Designer $180
Technical Specialist 1 $180
Software Engineer 2 $185
Software Engineer 3 $200
Engineer 2 $205
Geologist 2 $205
Planner 2 $205
Scientist 2 $205
Technical Specialist 2 $205
Engineer 3 $235
Geologist 3 $235
Planner 3 $235
Scientist 3 $235
Technical Specialist 3 $235
Project Engineer 1 $245
Project Geologist 1 $245
Project Planner 1 $245
Project Scientist 1 $245
Project Specialist 1 $245
Project Technical Specialist 1 $245
Project Engineer 2 $260
Project Geologist 2 $260
Project Planner 2 $260
Project Scientist 2 $260
Project Specialist 2 $260
Project Technical Specialist 2 $260
Project Manager 1 $280
Technical Manager 1 $280
Project Manager 2 $295
Technical Manager 2 $295
Senior Project Manager $315
Senior Technical Manager $315
National Practice Leader $330
Senior Technical Practice Leader $330

EXPENSES
Travel $0.585 / mile
Other Direct Costs At Cost Plus 10%
Subconsultants/Subcontractors At Cost Plus 10%
NOTES
Mileage rate will change as the federal allowable rate is modified.

Rate Schedule
Municipal Standard 2022
#5000
This rate schedule is confidential and for customer internal use only.

Woodard & Curran reserves the right to adjust billing rates annually.

EXHIBIT B

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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

September 14, 2022
August 22, 2022
TO: Economic Development Committee
Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
David Wright, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Jaylen French,
Director of Community and Economic Development
SUBJECT: Operating Agreement for a Digital Freeway Billboard with Outfront Media CONTACT: Paul Liu, Principal Planner, [email protected], (209) 577-5282 DESCRIPTION:

Consider an Operating Agreement, in coordination with Stanislaus County, for a digital freeway billboard at 1027 Emerald Avenue, in County jurisdiction and forwarding to Council for approval. (Funding: Application Fee)
STRATEGIC PLAN ELEMENT:

A digital freeway billboard is consistent with the City of Modesto 2020-2025 Strategic Plan Area of Focus “Economy Vitality and Goals Strategies”, by allowing increased signage opportunities for local businesses, while providing opportunities for community messaging.

BACKGROUND:

In 2017, the City amended the zoning code to allow digital freeway billboards along State Highway 99. In 2018, the first digital freeway billboard was approved at 4000 Salida Boulevard for Outfront Media (Outfront).

The proposed operating agreement between the City and Outfront is for a new digital freeway billboard at 1027 Emerald Avenue. The project site is located within Stanislaus County (County) jurisdiction and is within the City’s Sphere of Influence. Accordingly, Stanislaus County coordinates with the City, and in this case, defers to the City’s regulations on such signage. Currently, the County’s policies do not permit digital freeway billboards. However, in accordance with County’s General Plan policies, City of Modesto standards are applied, if the site is within the City of Modesto sphere of influence. Subject to a conditional use permit and operating agreement, the City of Modesto standards allow digital freeway billboards.

Additionally, because the project site is within the County’s jurisdiction, the County is #4..
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Operating Agreement for a Digital Freeway Billboard with Outfront Media

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responsible for processing the conditional use permit. On August 18, 2022, the County Planning Commission approved the conditional use permit.

DISCUSSION:

The primary purpose of the operating agreement between the City and Outfront is to confirm the removal of at least four legally existing static billboards within the Modesto Sphere of Influence, and to specify the terms for community messaging. Within the proposed agreement, Outfront agrees to remove six existing billboards, three of which would be removed as part of the new Seventh Street bridge project. Another of the static billboards being removed is located at the same location where the proposed digital billboard will be located.

Additionally, Outfront agrees to dedicate one of every eight (8) billboard slides to community messaging within the corresponding jurisdiction. Because the digital billboard will be located within County jurisdiction and City of Modesto’s sphere of influence, the messaging will be shared equally between the City and County.

FISCAL IMPACT:

There are no direct fiscal impacts resulting from the proposed digital freeway billboard. The application fee for this project is paid by the project applicant.

CEQA/NEPA REQUIREMENTS:

This agreement is exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15061(b)(3)1, because the proposed activity is covered by CEQA’s commonsense exemption that applies only to projects, which have the potential for causing a significant effect on the environment.

Approved by:

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

1. Agreement

2. Area Map
1 California Environmental Quality Act (CEQA) Chapter 34 – Exemptions from CEQA, https://dot.ca.gov/programs/environmental-analysis/standard-environmental-reference-ser/volume-1-guidance-forcompliance/ch-34-exemptions-to-ceqa #4..
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Agreement for Digital Freeway Sign: Page 1 of 18

DIGITAL FREEWAY SIGN OPERATING AGREEMENT BY AND BETWEEN

CITY OF MODESTO AND OUTFRONT MEDIA LLC
This OperatingAgreement for a Digital Freeway Billboard (hereinafter “Agreement”), dated October xx, 2022 by and between the City of Modesto (the “City”), a California municipal corporation and Outfront Media LLC (“Outfront Media”), a Delaware corporation.

RECITALS

1. Background. Modesto Municipal Code section 10-6.108, after all required notices and public hearing, allows for the City to enter into an Operating Agreement to allow for a Digital Freeway Billboard under certain circumstances; including the permanent removal of preexisting billboards from within the City. Outfront Media has applied for approval to install one (1) monopole Digital Freeway Billboard with two 14’ x 48’ digital sign faces on the real property leased by Outfront Media from Crown View Corporation, Forrest Aarvig - and located at 1027 Emarld Ave, Modesto CA 95351, (the “Property”). This property is located in Stanislaus County (the “County”) jurisdiction but within the City Sphere of Influence. Stanislaus County is relying on City standards for signs on properities in County jurisdiction but located within the City Sphere of Influence.

2. Applicant. Outfront Media is an outdoor-advertising company that has extensive experience in successfully installing, operating, and maintaining traditional and digital billboards throughout the United States. Outfront Media has contracted with the owners of the Property for the purpose of installing, operating, and maintaining Outfront Media’s Digital Freeway Billboard, and it has the requisite resources and expertise to do so successfully.

3. Legal Framework. For the reasons recited herein, the City has determined that the construction and operation of Outfront Media’s proposed outdoor advertising display on the Property is a development for which this Agreement is appropriate and is not prohibited by §§ 5412 and 5443.5 of the California Outdoor Advertising Act (Bus. and Prof. Code § 5200 et seq. and Modesto Municipal Code section 10-6.108).

4. Public Benefit. City finds that a substantial public benefit will accrue to City by reason of Outfront Media’s outdoor advertising display, which will add value to the community by enabling City and County to market City and County projects, programs and other City and County activities for the benefit of the City and County and its businesses and residents. In addition the City finds that an additional substantial public benefit will accrue to the City and County by reason of Outfront Media removing presently existing billboards as a material condition of this Agreement for a Digital Freeway Billboard. In exchange for providing these public benefits, Outfront Media receives assurance that it may proceed with the construction and operation of Outfront Media’s outdoor advertising display and the project in accordance with ordinances, resolutions and regulations existing as of the date of this Agreement, subject only to the terms and conditions contained herein and contained in any permits issued pursuant to this project.

NOW, THEREFORE, in consideration of mutual promises, conditions, and covenants hereinafter set forth, the Parties agree as follows:

AGREEMENT

1. Incorporation of Recitals. The Preamble, the Recitals, and all defined terms set forth in both, are hereby incorporated into this Agreement as if set forth herein in full.

2. Definitions. This section defines the terms: “Agreement Year,” “Business Day,” “Caltrans,” “Caltrans Permits,” “City and County Permits,” “Commencement Date,” “Digital Freeway Billboard,” “Digital Display Area,” “Effective Date,” “Include,” “Operational,” “Obstruction,” “Site,” “Sign Structure,” and “Term.” Other terms are defined elsewhere in this Agreement. #4..
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(a) “Agreement Year” means one of the consecutive 12-month periods during the Term. The first Agreement Year begins on the Effective Date. (b) “Business Day” means any day the City’s main offices located at 1010 10th Street, Modesto, CA 95354 are open to the public.
(c) “Caltrans” means the California Department of Transportation. (d) “Caltrans Permits” means all permits and approvals that Outfront Media must obtain from Caltrans to install, operate, and maintain the Digital Freeway Billboard in accordance with this Agreement.
(e) “City and County Permits” means all building permits, conditional use permits, zoning amendments, operating agreements, and other permits, entitlements, and agreements that the City and County, acting in its governmental capacity, must issue or approve for Outfront Media to install, operate, and maintain the Digital Freeway Billboard in accordance with this Agreement.
(f) “Commencement Date” means the date as of which both of the following have occurred: (1) the City and County has finally approved the Plans (defined in Section 6(a)); and, (2) Outfront Media has received all necessary governmental permits and approvals for the Digital Freeway Billboard, including the Caltrans Permits and the City and County Permits.
(g) “Digital Freeway Billboard” means an off-site outdoor advertising sign, including all above-ground supporting structures, with one or more digital display areas. A Digital Freeway Billboard may be internally or externally illuminated. Digital Freeway Billboards are always considered off-site signs and are regulated as such. Outfront Media will install and operate the Digital Freeway Billboard on the Site in accordance with the criteria set forth in Schedule 1, Exhibit A to this Agreement.
(h) “Digital Display Area” means the portion of the Digital Freeway Billboard that consists of the digital display areas used for general commercial advertising. The Digital Display Area is more particularly described in Schedule 1, Exhibit B-2. (i) “Effective Date” means the date as of which both the City and Outfront Media have signed this Agreement, as indicated by the dates in the signature blocks below. (j) “Include” and its variants are not restrictive. For example, “includes” means “includes but not limited to,” and “including” means “including but not limited to.” (k) “Operational” means the Digital Freeway Billboard is capable, legally and functionally, of displaying digital advertising on the Digital Display Area. (l) “Obstruction” means any structure, sound wall, communications antennae, tree, or vegetation on City owned or controlled property within 1,000 feet of the Digital Freeway Billboard and obstructs the view of the Digital Display Areas from the viewing public on Highway 99.
(m) “Site” means the portion of the Property located in the County upon which the Digital Freeway Billboard is installed. The Site is more particularly described in Schedule 1, Exhibit B-1.
(n) “Sign Structure” means the portion of the Digital Freeway Billboard other than the Digital Display Area, including but not limited to supporting pole(s), display frame and all ancillary equipment and utilities installed on the sign Site. The Sign Structure as improved with Digital Display Area is more particularly described in Schedule 1, Exhibit B-2. If the site currently does not have a Sign Structure, the term “Sign Structure” shall mean all #4..
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Agreement for Digital Freeway Sign: Page 3 of 18
supporting pole(s), display frame and ancillary equipment and above-ground utilities installed on the Site.
(o) “Term” means the entire time this Agreement is in effect, as specified in Section 3.

3. Term of Agreement.
(a) Term. The “Term” of this Agreement consists of two phases:
(1) The “Development Phase,” which begins on the Effective Date and ends when the Digital Freeway Billboard becomes Operational.
(2) The “Operations Phase,” with regard to the Digital Freeway Billboard begins at the end of the Development Phase and ends when such Digital Freeway Billboard is removed or after a twenty five (25) year period following the conclusion of the Development Phase, whichever occurs first. The Agreement is automatically renewed for an additional 25 year Term unless written notice is given by either party to the other party 60 days prior to expiration of the initial Term expressing the party’s intent to terminate this Agreement.

4. Consideration. As consideration for the rights and benefits it enjoys under this Agreement, including the contemplated use during the Term, Outfront Media shall do all of the following:
(a) Removal of Existing Outfront Media Signs. At no cost to the City and County, Outfront Media shall remove the “Existing Signs” identified in Schedule 1, attached to this Agreement and incorporated by reference herein according to the schedule set forth in Schedule 1, subject to the following:
(1) Outfront Media hereby waives any rights it may have to compensation for the Existing Signs under federal, state, or local law, including the Highway Beautification Act of 1965 (23 United States Code section 131) and the Outdoor Advertising Act (California Business and Professions Code section 5200 and following) for removal of the Existing Signs in accordance with this Agreement. (2) Outfront Media’s commitment to remove the Existing Signs according to the schedule set forth in Schedule 1 is a material provision of this Agreement. Outfront Media is not entitled to replace the Existing Signs once they are removed. (b) Dedicated “Click”. During the Term of this Agreement, to the extent permissible under applicable laws, rules and regulations, Outfront Media shall display advertisements promoting City and County -sponsored events and activities that meet the following criteria: (1) the event or activity must be held on City or County property; (2), the City or County must participate in an official capacity in the planning, preparation or promotion of the event or activity; and (3) the City or County must be an official sponsor (the “City Copy” or “County Copy”) on one 8-second digital display spot on the Digital Freeway Billboard after each 8-spot digital loop (the “Display Time”) provided that: (i) all proposed City or County Copy is submitted to Outfront Media not less than five (5) business days prior to the date on which the City or County Copy is proposed to be displayed on the Digital Freeway Billboard (the “Copy Submission Deadline”); (ii) all digital artwork is consistent with the quality of material to be posted on the Digital Freeway Billboard; and (iii) City or County, respectively, pays for all digital production costs associated with the City or County Copy. In no event shall City or County be permitted to give, sell, trade, barter or exchange the Display Time to any third party. Such act shall be deemed a material breach of this Agreement and City or County shall automatically forfeit its right to any further Display Time on the Digital Freeway Billboard. City or County, respectively, represents and warrants that all copy, content and materials supplied by City or County to Outfront Media for display under this Agreement (i) are owned or duly licensed, respectively, by City or County and do not infringe or misappropriate the rights of any #4..
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other person or entity, (ii) comply with all applicable federal, state, and local laws, rules and regulations and any industry codes or rules by which City or County and/or Outfront Media may be bound and do not contain any obscene, libelous, slanderous or otherwise defamatory materials or refer in an offensive manner to the gender, race or ethnicity of any individual or group; (iii) are accurate and that all claims contained therein have been substantiated; and (iv) do not infringe upon any copyright, trademark or other intellectual property or privacy right of any third party. The advertisement to be shown during this “click” is separate from the amber alert and emergency public service notifications required by 6(i) of this agreement.

The City of Modesto agree to share 50% of the public sponsored events and activities advertisments with Stanislaus County. The sharing of the public advertisement shall be coordinated and agreed by both agencies. With regard to the foregoing sentence, the County is hereby made a third party beneficiary to this agreement.

5. Use of Site.
(a) Exclusive Uses. Except as otherwise provided in Section 6(i), Outfront Media has the exclusive right to display outdoor advertising on the Site, in digital formats. In addition, the City shall not authorize any off-site outdoor advertising on any City-owned or Citycontrolled property if the outdoor advertising would be within 1,000 feet of the Digital Freeway Billboard. Outfront Media’s exclusive right to conduct outdoor advertising on the Site includes the following:
(1) Installing, erecting, maintaining, operating, improving, supplementing, posting, painting, illuminating, repairing, repositioning, adding, changing and maintaining equipment required to maintain communications with the Digital Freeway Billboard repositioning (with the City’s consent) during the term of this Agreement. (2) Removing the Digital Display Area and all associated equipment on or from the site when this Agreement terminates, as provided in Section 6(m). (3) Licensing the use of the Digital Freeway Billboard, or any portion of it, for any lawful purpose related to outdoor advertising.
(4) All rights to operate the sign faces as Digital Display Areas. (b) Unobstructed Use.
(1) The City shall not allow the following (an “Obstruction”):
(A) On any City-owned or City-controlled real property within 1,000 feet of the Digital Freeway Billboard any structure, sound wall, communications antennae, tree, or vegetation that obstructs the view of the Digital Display Areas from the viewing public on Highway 99.
(2) If Outfront Media notifies the City in writing that an Obstruction exists, and if the City authorized or actively caused the Obstruction, then the City shall remove or remedy the Obstruction at its own cost within 30 days after receiving the notice. If the City fails to remove the Obstruction within 30 days after receiving the notice, then Outfront Media may remove the Obstruction at the City’s expense after coordinating with the City’s Public Works Department, which coordination shall include, at a minimum, review and approval of Outfront Media’s plans to remove the Obstruction prior to Outfront Media commencing work. (3) If Outfront Media notifies the City in writing that an Obstruction exists, and if the City did not authorize or actively cause the Obstruction, then the City may remove or remedy the Obstruction at its own cost within 30 days after receiving the notice. #4..
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Agreement for Digital Freeway Sign: Page 5 of 18
If the City does not remove or remedy the Obstruction within the 30 days, then, at no cost to the City, and after coordinating with the City’s Public Works Department, which coordination shall include, at a minimum, review and approval of Outfront Media’s plans to remove the Obstruction prior to Outfront Media commencing work.
(4) The City is not obligated to remove or seek removal of visual obstructions on private property. Furthermore, this Agreement does not, and cannot authorize Outfront Media to remove visual obstructions from private property. (5) Outfront Media’s exercise of its rights under this Section 5(b) are in addition to any other remedies it may have under this Agreement.

6. Installation and Operation of a Digital Freeway Billboard.

Outfront Media shall install and operate the Digital Display Area on the Sign Structure in accordance with this Section 6 and consistent with Section 5, all at no cost to the City and County.
(a) Plans and Specifications. At no cost to the City and County, Outfront Media shall prepare complete plans and specifications for the Digital Freeway Billboard, working closely with the City and County to develop plans and specifications that are mutually acceptable (the “Plans”). Outfront Media shall submit the Plans to the City and County for final approval, which the City and County shall not unreasonably withhold. (b) Caltrans Permits. As soon as practicable after the Effective Date, Outfront Media shall apply to Caltrans for all Caltrans Permits, and the City and County shall cooperate with Outfront Media in that effort, including the completion of any Caltrans forms. All Caltrans Permits are to be obtained and secured for Outfront Media’s sole benefit and are to be issued in Outfront Media’s name. Outfront Media shall perform all obligations under the Caltrans Permits at no cost to the City and County.
(c) City and County Permits. The City and County shall diligently process Outfront Media’s applications for all City and County Permits. This Agreement does not commit the City and County in advance to approve the City and County Permits; and this Agreement does not constrain the City’s and County’s discretion, acting as a government, with respect to the City and County Permits specifically or to the Digital Freeway Billboard generally.
(d) Installation. Outfront Media shall begin installing the Digital Display Area as soon as practicable after the Commencement Date and shall diligently pursue installation to completion without unnecessary interruption. Outfront Media will be excused, however, for any delays in beginning or completing installation that are caused by a Force Majeure Event, as defined in Section 9(d)(1). Outfront Media shall use reasonable diligence to avoid such delays and to resume work as promptly as possible after such a delay. (e) Ownership. Outfront Media will be and shall remain the owner of the Digital Freeway Billboard and all permits and authorizations that relate to it, including but not limited to the City and County Permits and the Caltrans Permits.
(f) Maintenance. At no cost to the City and County, Outfront Media shall maintain the Sign Structure and shall maintain and repair the Digital Freeway Billboard in accordance with the standards of the outdoor-advertising industry. Outfront Media’s maintenance obligation under this Section 6(f) includes the obligation to remove any graffiti from the Sign Structure and the Digital Freeway Billboard within three (3) business days of being notified of the graffiti by the City and/or County. The City and County are not obligated to maintain the Sign Structure or to maintain or repair the Digital Freeway Billboard. #4..
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(g) Damage or Destruction. This Agreement will continue in full effect if any of the Digital Freeway Billboard is damaged and such damage amounts to less than material damage, as defined in Section 6(h) below. Outfront Media shall promptly repair the Digital Freeway Billboard, and Outfront Media shall promptly apply for, and diligently pursue the issuance of, any permits or approvals it needs to repair or replace the Digital Freeway Billboard. Within 30 days after obtaining the City and/or County Permits, all other necessary permits and approvals, and all parts and components, Outfront Media shall begin work to repair or replace the Digital Freeway Billboard. Outfront Media shall complete the work within 180 days after the work begins. If Outfront Media elects, under this Section 6(g), not to repair or replace the Digital Freeway Billboard then Outfront Media shall notify the City and County in writing of its election and shall remove the Digital Freeway Billboard and restore the Site in accordance with Section 6(m). (h) Utilities. At no cost to the City and County, Outfront Media shall provide and pay for all utility connections, utility equipment, and utility service required to install, operate, maintain, repair, improve, or reposition the Digital Freeway Billboard. In the event electrical power becomes unavailable, for whatever reason, Outfront Media may remove the Digital Display Area and operate its Sign Structure with traditional faces. (i) Amber Alerts and Public-Service Messages. During all periods when Digital Display Areas are Operational on the Digital Freeway Billboard, Outfront Media shall make the Digital Display Area available to the appropriate governmental agencies for the purpose of displaying “Amber Alert” messages in accordance with the Amber Alert Guidelines set forth in Schedule 1, Exhibit C to this Agreement. In addition, Outfront Media shall allow the Digital Display Area to be available to the City and County, and to other government agencies without cost, on a space-available basis determined by Outfront Media, for the purpose of displaying emergency-disaster communications. The City’s and County’s messages must meet Outfront Media’s graphics-arts standards so that the messages are “camera ready,” at no cost to Outfront Media. All copy will be subject to Outfront Media’s standard advertising copy rejection and removal policies which allow Outfront Media the right in Outfront Media’s sole discretion to approve or disapprove a copy and remove a copy once posted or displayed.
(j) Future technologies. The technology currently being deployed for the Digital Freeway Billboard is LED (light emitting diode), but there may be alternate, preferred or superior technology available in the future. Outfront Media is authorized to change the Digital Freeway Billboard to any other technology that operates under the maximum brightness standards set forth in Section 6(k) of this Agreement. The City and County shall expedite any required approvals for technology that is superior in energy efficiency over previous generations or types.
(k) Illumination Standards. Digital Freeway Billboard illumination is expressly permitted when in compliance with all applicable rules and regulations (see Section 6(n) below) and when operated within these standards, Digital Freeway Billboards:
(1) shall not operate at brightness levels of more than 0.3 foot candles above ambient light, as measured using a foot candle meter at a pre-set distance. (2) Distance to measure the foot candles impact shall be measured from a distance of 250 ft. for a sign with a nominal face size of 14’ x 48’. (3) Each Digital Display Area must have a light sensing device that will adjust the brightness as ambient light conditions change.
(l) Removal of Digital Freeway Sign. When the Term ends, whether it expires as scheduled or is terminated early, Outfront Media shall promptly apply for, and diligently pursue the issuance of, at no cost to the City and County, any permits or approvals it needs to remove the Digital Freeway Billboard, including the Digital Display Area and all above- #4..
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Agreement for Digital Freeway Sign: Page 7 of 18
ground sign structures and supports. Within 120 days after obtaining the necessary permits and approvals, Outfront Media shall remove the Digital Freeway Billboard and all above-ground sign structures and supports and restore the site to the pre-Agreement condition, all at no cost to the City and County. Outfront Media shall not be required to remove the below-grade portions of the Sign Structure. Following termination of this Agreement but prior to removal of the Digital Freeway Billboard, Outfront Media shall not display digital advertising on the Digital Display Area. (n) Compliance with Laws; Waiver of Compensation. During the Term and while removing the Digital Freeway Billboard after the Term in accordance with Section 6(m), Outfront Media shall do the following at no cost to the City and County: comply with all valid and applicable statutes, ordinances, regulations, rules, and orders that concern the Digital Freeway Billboard and are enacted or issued by any federal, state, or local governmental entity with jurisdiction over the Digital Freeway Billboard (including the City and County) whether enacted or issued before, on, or after the Effective Date including but not limited to sections 5403, 5402, 5405, 5408 and 5408.1 of the California Outdoor Advertising Act.

Notwithstanding the foregoing, nothing herein shall be deemed to negate, void, or diminish (i) any claim Outfront Media may have for just compensation as a result of any governmental action that results in the taking of its property or (ii) the right of Outfront Media to avail itself of all remedies available to Outfront Media under state or federal law to maintain its Digital Freeway Billboard.

7. Early Termination.
(a) City’s Termination Rights. Without prejudice to its other remedies at law or in equity, the City may terminate this Agreement, at any time and in its sole discretion, effective 30 days after the City gives Outfront Media written notice of termination, if any of the following circumstances occurs:
(1) Outfront Media breaches its obligation to perform in accordance with any material provision of this Agreement and: (A) does not cure the breach within 30 days after the City serves it with a written notice of breach or, if the breach cannot reasonably be cured within 30 days; (B), does not begin work on a cure within 30 days after the City serves it with a written notice of breach and diligently pursue the cure to completion within ninety (90) days after work begins. The parties can agree to extend the time period to cure the breach by mutual written agreement. The express designation in this Agreement of a provision as “material” does not imply that other provisions are not material.
(2) Outfront Media initiates legal challenge to the validity of this Agreement or its authorizing ordinance provided that this subsection shall not prevent Outfront Media from enforcing this Agreement and the parties’ obligations hereunder. (b) Outfront Media’s Termination Rights. Without prejudice to its other remedies at law or in equity, including the right to seek just compensation under the laws of eminent domain as described in Section 9, Outfront Media may terminate this Agreement, at any time and in its sole discretion, effective 30 days after Outfront Media gives the City written notice of termination, if any of the following circumstances occurs:
(1) The view of the Digital Display Area from the adjacent portion of Highway 99 is obstructed by an Obstruction on City-owned or City-controlled real property, and Outfront Media did not cause the Obstruction and the City has failed to adhere to its obligations under Section 5(b) following proper notice by Outfront Media. Materially obstructed shall mean at least one-half of the displayed area is obstructed. (2) Outfront Media cannot safely use the Site to install, operate, maintain, repair, or improve the Digital Freeway Billboard because of a non-remediable or costly condition, and Outfront Media did not cause the condition. #4..
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(3) There is a material diversion of traffic from, or a material reduction or change in the directional flow of traffic on, the portion of Highway 99 adjacent to the Site, and the diversion or disruption continues uninterrupted for at least 30 consecutive days (4) Outfront Media cannot obtain or maintain any governmental permits, licenses or approvals required to install, operate, maintain, repair, or improve the Digital Freeway Billboard, including but not limited to the Caltrans Permits and/or the City and County Permits.
(5) Use of the Digital Freeway Billboard for its intended purpose is prevented or limited by law, or Outfront Media is required by any court or other governmental entity, for reasons other than eminent domain, to remove the Digital Freeway Billboard from the Site.
(6) The Digital Freeway Billboard is materially damaged or destroyed and Outfront Media elects not to repair or replace the Digital Display Area. Materially damaged or destroyed shall mean at least one-half of the Digital Display Area is damaged or destroyed such that at least one-half of it is fully inoperable. (c) City’s and Outfront Media’s Additional Termination Rights. Without prejudice to their other remedies at law or in equity, either party may terminate this Agreement if the other party (and/or, for Outfront Media, its parent company). (1) Has an order for relief entered with respect to it, commences a voluntary case, or has an involuntary case filed against it under any applicable bankruptcy, insolvency, or other similar law then in effect, and the order or case is not stayed, withdrawn, or settled within 60 days after it is entered, commenced, or filed (11 U.S.C. § 365(e)(2)(A), as amended, or any successor statute); or (2) Files for reorganization, becomes insolvent, or has a receiver or other officer with similar powers appointed for its affairs in any court with jurisdiction, whether or not with its consent (unless dismissed, bonded, or discharged within 60 days after appointment).

8. Indemnification.
(a) Definitions. The following definitions apply to this Section 8:
(1) “Person” is to be interpreted broadly. It includes not just third persons but also Outfront Media and Outfront Media’s directors, officers, employees, contractors, and agents; and the City and County and the City’s and County’s elected officials, officers, employees, contractors, and agents.
(2) “Liabilities” means all liabilities, claims, demands, damages, and costs (including reasonable attorneys’ fees and litigation costs through final resolution on appeal) that arise directly or indirectly from Outfront Media’s possession or use of the Site. (3) “Occurrence” means: (A) the death of, or injury to, any Person; and (B) damage to, or destruction of, any real property, personal property. (b) General Indemnity. Outfront Media shall indemnify, defend (with attorneys reasonably acceptable to the City and County), protect, and hold the City and County harmless from and against all Liabilities that arise directly or indirectly from Outfront Media’s possession or use of the Site. Outfront Media is obligated under this Section 8(b) even if the City and County or the City’s and County’s elected officials, officers, employees, contractors, or agents reviewed, accepted, or approved the work, materials, or activities from which the Liabilities arise. But Outfront Media is not obligated under this Section 8(b) to the extent the Liabilities are caused by the active negligence or willful misconduct of the City and #4..
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Agreement for Digital Freeway Sign: Page 9 of 18
County or the City’s and County’s elected officials, officers, employees, contractors, or agents. Outfront Media’s obligation under this Section 8 (b) includes Liabilities arising from any of the following:
(1) Any Occurrence on the Site, but only to the extent caused by Outfront Media’s acts or omissions.
(2) Any Occurrence that is in any way connected with any of Outfront Media’s personal property on the Site.
(3) Any Occurrence caused or allegedly caused by (A) any condition of the Site created by Outfront Media or by any Person on the Site with Outfront Media’s permission; or (B) some act or omission on the Site by Outfront Media or by any Person on the Site with Outfront Media’s permission.
(4) Any Occurrence caused by, or related in any way to, work or activities performed on the Site or materials furnished to the Site at the request of Outfront Media or any Person or entity acting for Outfront Media or with Outfront Media’s permission. (5) Any Occurrence that is caused by, or related in any way to the content displayed on the Digital Display Area.
(6) Outfront Media’s failure to perform any material provision of this Agreement, to comply with any requirement of law applicable to Outfront Media in connection with the Digital Freeway Billboard, or to fulfill any requirement imposed by any governmental entity (including the City and County when acting as a government) on Outfront Media in connection with the Digital Freeway Billboard or Outfront Media’s use of the Site.
(c) Legal Challenges. Outfront Media shall indemnify, defend with attorneys selected by the City and County, protect, and hold harmless the City and County and the City’s and County’s elected officials, officers, and employees (“Agents”) in any litigation to attack, set aside, void or annul an approval by the City and County or its Agents concerning the Digital Freeway Billboard (collectively, a “Claim”” including litigation based on the California Environmental Quality Act) brought to challenge the validity of this Agreement, the validity of the City and County Permits or the Caltrans Permits, or the validity of the City and County ordinances that authorize the installation and Operation of the Digital Freeway Billboard on the site. Outfront Media’s obligation to indemnify under this Section 7(c) includes liability for attorneys’ fees awarded to a party who successfully challenges the validity of this Agreement, of the City and County Permits, or the Caltrans Permits, or of any authorizing ordinance. If such a Claim is brought, the parties shall promptly notify the other party of such Claim and each party shall cooperate with the efforts of the Outfront Media to defend such Claim. Unless required by law, the City and County will not voluntarily assist the opposing party in any such Claim or take any position adverse to Outfront Media in connection with such Claim. Nothing in this paragraph shall obligate the City or County to defend any Claim and the City and County shall not be required to pay or perform any settlement arising from any such Claim, unless the settlement is approved in writing by the City and County. (d) Survival. Outfront Media’s obligations under this Section 8 will survive this Agreement.

9. Miscellaneous.
(a) Assignments and SubAgreements. A party may not assign or otherwise transfer this Agreement or any interest in it, and this Agreement is not assignable by operation of law, without the other party’s prior written consent, which the other party shall not withhold, delay, or condition unreasonably. This Agreement remains in effect, and an assignment or transfer of this Agreement does not occur, for purposes of this Section 9(a), if Outfront #4..
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Media merges with another company, reorganizes its stock, or undergoes a similar corporate restructuring, or if Outfront Media sells any of its assets or stock. An assignment or transfer made contrary to this Section 9(a) is void. (b) Successors and Assigns. This Agreement binds and inures to the benefit of the successors and permitted assigns of the parties. This Section 9(b) does not constitute the City’s consent to any assignment of this Agreement or any interest in the Agreement. (c) Notices. Any notice or other communication under this Agreement must be in writing and will be considered properly given and effective only when mailed or delivered in the manner provided by this Section 9(c) to the persons identified below. A mailed notice or other communication will be effective or will be considered to have been given on the third day after it is deposited in the United States Mail (certified mail and return receipt requested), addressed as set forth below, with postage prepaid. A notice or other communication sent in any other manner will be effective or will be considered properly given when actually delivered. A party may change its address for these purposes by giving written notice of the change to the other party in the manner provided in this Section 9(c).

If to the City:

City of Modesto
Community and Economic Development
Department/Planning Division
1010 10th Street, Suite 3300
Modesto, CA 95354
Attention: ____________________
If to Outfront Media:

Outfront Media LLC
1731 Workman St. S,
Los Angeles, CA 90031
Attention: VP Real Estate
With a copy to:

Outfront Media LLC
405 Lexington Avenue
New York, NY 10174
Attn: General Counsel
(d) Force Majeure.
(1) “Force Majeure Event” means a cause of delay that is not the fault of the party who is required to perform under this Agreement and is beyond that party’s reasonable control, including the elements (such as floods, earthquakes, windstorms, and unusually severe weather), fire, energy shortages or rationing, riots, acts of terrorism, war or war-defense conditions, acts of any public enemy, epidemics, the actions or inactions of any governmental entity (excluding the City) or that entity’s agents, litigation, labor shortages (including shortages caused by strikes or walkouts), and materials shortages.
(2) Except as otherwise expressly provided in this Agreement, if the performance of any act required by this Agreement to be performed by the City or Outfront Media is prevented or delayed because of a Force Majeure Event, then the time for performance will be extended for a period equivalent to the period of delay, and performance of the act during the period of delay will be excused. (e) Waiver of Breach. A party’s failure to insist on strict performance of this Agreement or to exercise any right or remedy upon the other party’s breach of this Agreement will not constitute a waiver of the performance, right, or remedy. A party’s waiver of the other party’s breach of any provision in this Agreement will not constitute a continuing waiver or a waiver of any subsequent breach of the same or any other provision. A waiver is binding only if set forth in writing and signed by the waiving party. #4..
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Agreement for Digital Freeway Sign: Page 11 of 18
(f) Relationship of the Parties. This Agreement does not create any relationship or association between the City and Outfront Media. For example, and without limiting the previous sentence, this Agreement does not create between the City and Outfront Media the relationship of principal and agent, nor does it create a partnership or joint venture. (g) Attorneys’ Fees. The party prevailing in any litigation concerning this Agreement, the Site, or any improvements to the Site (including the Digital Freeway Billboard) will be entitled to an award by the court of reasonable attorneys’ fees and litigation costs through final resolution on appeal in addition to any other relief that may be granted in the litigation. If the City is the prevailing party, then this Section 9(g) will apply whether the City is represented in the litigation by the Office of the City Attorney or by outside counsel.
(h) Severability. If a court with jurisdiction holds any nonmaterial provision of this Agreement to be invalid, void, or unenforceable, then the remaining provisions will remain in full force.
(i) Counterparts. The parties may execute this Agreement in counterparts, each of which will be considered an original, but all of which will constitute the same Agreement. (j) Further Assurances. Each party shall execute all additional documents or instruments and take all necessary action that either party reasonably considers necessary to carry out the proper purposes of this Agreement.
(k) Time of Essence. Time is of the essence of this Agreement. (l) Interpretation. This Agreement is to be interpreted and applied in accordance with California law without regard to conflict-of-laws principles, except that the rule of interpretation in California Civil Code section 1654 will not apply. Schedule 1 and all Exhibits thereto are part of this Agreement.
(m) Integration and Modification. This Agreement sets forth the parties’ entire understanding regarding the matters addressed. It supersedes all prior or contemporaneous agreements, representations, and negotiations (written, oral, express, or implied) and may be modified only by another written agreement signed by both parties. (Signature Page Follows)
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Agreement for Digital Freeway Sign: Page 12 of 18
City of Modesto
By: _________________________
Name:

Title:

Dated: ____________, 2022
Approved as to Form
Modesto City Attorney
By: ____________________________
Name:

City Attorney
Outfront Media LLC
By: ____________________________
Collin Smith
Regional Vice President, Real Estate
Dated: ____________, 2022
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Agreement for Digital Freeway Sign
City of Modesto and Outfront Media
Agreement for Digital Freeway Sign: Schedule 1
Schedule 1
Existing Signs to be Removed
New Digital Freeway Billboard Existing Billboards
Property:

Address: 1027 Emerald Ave, Modesto CA 95351
APN: 029-012-073
Site: the 20’ x 50’ area on the Property as more
particularly described on Exhibit B-1 attached
hereto and incorporated herein.

Outfront Media shall obtain the necessary
permits to remove these Existing Signs before the
Commencement Date for the new Digital
Freeway Billboard and will actually complete
removal of the Existing Signs before commencing
operation of the new Digital Freeway Billboard.

The Existing Signs will be removed to two feet
below grade.

Locations:

APN: 029-012-073 in the (sphere of influence) City
of Modesto, County of Stanislaus, State of
California (Double Freeway Bulletin)
APN: 102-016-001 in the City of Modesto, County
of Stanislaus, State of California (Double Poster).

APN: 102-016-001 in the City of Modesto, County
of Stanislaus, State of California (2nd unit Double
Poster).

APN: 038-003-005 in the (sphere of influence) City
of Modesto, County of Stanislaus, State of
California (Single Poster).

APN: 103-011-003 In the City of Modesto, County
of Stanislaus, State of California (Single Poster)
APN: 105-041-019 in the City of Modesto, Sounty
of Stanislaus, State of California (Single Poster)
#4..
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Agreement for Digital Freeway Billboard
City of Modesto and Outfront Media
Agreement for Digital Freeway Billboard: Exhibit A
Schedule 1 - Exhibit A
Digital Freeway Billboard Operational Requirements
a. Operational Limitations. Digital Freeway Billboard shall display static messages only, and shall not have animation, movement, or the appearance or optical illusion of movement in or on any part of the Sign Structure, design, or pictorial segment of the sign.

Each static message shall not include flashing, scintillating lighting or varying light intensity. b. Minimum display time. Each message on the sign must be displayed for a minimum of eight (8) seconds.
c. Each display must have a light sensing device that will adjust the brightness as ambient light conditions change.
d. The Digital Freeway Billboard shall be operated with systems and monitoring in place to either turn the display off or show a “full black” image on the display in the event of a malfunction that affects at least fifty percent of the display area. e. The Digital Freeway Billboard shall not be deemed prohibited under any Sections of the Municipal Code of the City of Modesto
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Agreement for Digital Freeway Billboard
City of Modesto and Outfront Media
Agreement for Digital Freeway Billboard: Exhibit BSchedule 1 - Exhibit B-1 Site Description
Schedule 1 - Exhibit B-1
Site Description
Continued Below

PROPERTY
#4..
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Agreement for Digital Freeway Billboard
City of Modesto and Outfront Media
Agreement for Digital Freeway Billboard: Exhibit BProperty Sign
#4..
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Agreement for Digital Freeway Billboard
City of Modesto and Outfront Media
Agreement for Digital Freeway Billboard: Exhibit BSchedule 1 - Exhibit B-2 Description of Digital Display Area

#4..
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Agreement for Digital Freeway Sign
City of Modesto and Outfront Media
Exhibit C
Amber Alert Guidelines
AMBER alerts are issued by the National Center for Missing and Exploited Children in Washington, DC. For those alerts, Outfront Media and the outdoor advertising industry adhere to these guidelines:

Digital Freeway Billboard advertising will be completely interrupted upon receipt of an AMBER Alert within the affected geographical boundary.

The appropriate AMBER Alert will run uninterrupted for a minimum of one hour preempting all other advertising.

Thereafter, during the two hours immediately following the aforementioned one-hour display of the AMBER Alert, the same alert will be displayed in rotation along with other paid advertisers unless cancelled earlier. After the initial 3 hour display period, any additional posting of the alert shall be based on the situation and availability. #4..
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

September 14, 2022
Date: August 26, 2022
TO: Economic Development Committee
Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
David Wright, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Jaylen French, Director of Community and Economic Development SUBJECT: Housing Plan - strategies and recommendations for increasing the supply of housing in Modesto
CONTACT: Steve Mitchell, Planning Manager, [email protected], (209) 577-5267 DESCRIPTION:

Consider recommending to the City Council the adoption of a Housing Plan that provides strategies and recommendations for increasing the supply of housing in Modesto. (Funding:

SB2 Planning Grant)
STRATEGIC PLAN ELEMENT:

The Housing Plan is part of the implementation of City of Modesto 2020-2025 Strategic Plan, Goal C, to develop a Homelessness and Housing Plan.

BACKGROUND:

The State established Senate Bill 2 (SB2)1 planning grant program to provide funding to cities and counties for the preparation, adoption and implementation of plans that streamline housing approvals and accelerate housing production. In July 2020, per Resolution 2020-006, the Council accepted an SB2 grant in the amount of $625,000, which was earmarked for several housing-related efforts. Among these was a Housing Plan. The City issued an RFP for preparation of this Housing Plan in late 2020, and in June 2021, per Resolution 2021-292, the Council approved a contract with Opticos Design, Inc. to prepare the Plan.

Since that time, Opticos has been working on developing a draft Housing Plan, using input received from several public workshops held throughout the plan development phase. A final public workshop is being held on August 30, 2022, in which the public can review and discuss the draft plan and policy recommendations within.
1 Senate Bill 2 Planning Grants - https://www.hcd.ca.gov/sb-2-planning-grants #5..
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Economic Development Committee, September 14, 2022
Housing Plan - strategies and recommendations for increasing the supply of housing in Modesto

Page 2 of 3 ends

DISCUSSION:

The Modesto Housing Plan is a citywide study to determine how best to increase and diversify Modesto’s housing stock for serving the current and future needs of its residents. The study methodology includes analysis of citywide data, current regulations, physical context to identify existing and potential barriers to the production and delivery of a wider range of housing types.

Based on the analysis findings and additional research of industry best practices, the Housing Plan provides a set of zoning and policy recommendations that can inform future updates to the General Plan Land Use Map, Housing Element and Zoning Code. Through effective implementation, the Housing Plan’s recommendations can be a significant step to achieving Modesto’s housing goals.

The plan includes a feasibility (development proforma) analysis to not only ensure that the recommendations are vetted against current housing market conditions, but also to identify what innovations can lead to increasing the viability of proposed projects in the coming years.

Potential housing solutions catering to the needs of a wide variety of household groups are illustrated using hypothetical build-outs on a selection of “opportunity sites” citywide that provide a clear picture of potential built outcomes, including suggested phasing. These opportunity site renderings use the tested building prototypes deemed feasible for Modesto’s current market conditions.

The Housing Plan recommendations are categorized by housing policy and zoning standards.

The policy recommendations are aligned with larger regional housing policy updates inprogress, i.e. the Regional Housing Needs Assessment (RHNA), and also include a summary of the process to guide Modesto in achieving a Pro-housing designation that would make the city more competitive in applying for future housing related grants. The citywide recommendations are illustrated through a set of scenarios that model the outcomes of implementing key recommended zoning changes. The intent is to provide decision-makers and the community clear outcomes to choose from, when considering what recommendations to implement. The Plan estimates that the recommended scenarios could result in additional housing in excess of 11,000 new dwelling units in the community.

FISCAL IMPACT:

The Housing Plan is being funded by a SB2 State Housing Grant. The contract with Opticos for production of the Housing Plan is $355,805, all of which is funded through the SB2 grant; therefore, there is no direct impact to the General Fund.

CEQA/NEPA REQUIREMENTS:

The Housing Plan is exempt from CEQA per Section 15262 of the CEQA Guidelines, which exempts projects that are classified as “feasibility and planning studies.” Approved by:

Jaylen French
Director of Community and Economic Development
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Economic Development Committee, September 14, 2022
Housing Plan - strategies and recommendations for increasing the supply of housing in Modesto

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Joseph P. Lopez, City Manager
Attachments:

1. Draft Housing Plan- https://www.modestogov.com/2749/housing-plan #5..
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

September 14, 2022
Date: August 23, 2022
TO: Economic Development Committee
Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
David Wright, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Jaylen French, Director of Community and Economic Development SUBJECT: Enhanced Infrastructure Financing District Feasibility Study CONTACT: Jorge T. Barrera, J.D., Economic Development Manager, [email protected], (209) 571-5179
DESCRIPTION:

Consider accepting the Enhanced Infrastructure Financing District (EIFD) Feasibility Study Report prepared by Kosmont Companies; consider authorizing the City Manager or his designee to negotiate and execute a First Amendment to the Professional Services Agreement with Kosmont Companies for formation of one or more Modesto Enhanced Infrastructure Financing District or Districts and consider authorizing staff to draft a Resolution of Intention to Form a Modesto EIFD and forwarding to Council for approval. (Funding Source: ARPA Funds) STRATEGIC PLAN ELEMENT:

An Enhanced Infrastructure Financing District will promote economic vitality consistent with the City Council 2020-2025 Strategic Plan Goal E, Drive Economy Vitality.

BACKGROUND:

As of February 1, 2012, California ABX1 26 dissolved all redevelopment agencies (RDAs) and designated successor agencies. RDAs were first founded to combat urban blight and they give local agencies the authority to use tax increment to help revitalize deteriorated areas.

On September 24, 2014, the Governor approved SB 628, which authorized the formation of an Enhanced Infrastructure Financing District (EIFD). An EIFD is a limited tax increment financing district that can provide funds for redevelopment post-RDA. A tax increment is tax receipts in excess of the established baseline on the date of district formation. Baseline receipts continue to existing recipient funds and the increment is used for infrastructure and other investments in the established district to help catalyze future development. #6..
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Enhanced Infrastructure Financing District Feasibility Study

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An EIFD allows one or more governmental entities to agree to secure a portion of tax increment revenue, generated within the district boundaries, for the construction of infrastructure and other capital needs. A key difference between EIFDs and former redevelopment agencies is, that tax increment contributed to a district excludes property taxes associated with school districts.

Participation in the district is voluntary. An EIFD is not a new tax.

On March 11, 2021 President Biden signed the American Rescue Plan (ARPA) into law. The City of Modesto received approximately $45.8 million in ARPA funds in two tranches to help address the continued impact of the COVID-19 pandemic on the economy, public health, individuals, and businesses.

The City of Modesto may use ARPA funds to address a number of areas, including:

1. Replace revenue that was lost, delayed, or decreased as determined based on the projections as of January 27, 2020 as a result of the COVID-19 emergency;

2. Respond to the COVID-19 emergency and address its economic effects, including through aid to households, small businesses, nonprofits, and industries such as tourism and hospitality;

3. Cost overruns incurred as a result of the COVID-19 emergency On May 25, 2021, the City Council approved Resolution No. 2021-194 approving the Pandemic Recovery Strategy, Modesto Forward, and the associated spending plan for the American Rescue Plan funds; and authorizing the City Manager to carry out the necessary steps to implement the strategy and spending plan. The Modesto Forward plan allocated $200,000 in funding to support the exploration of an EIFD, which would be used to create a sustainable funding model for infrastructure needs in support of Economic Development in the City.

DISCUSSION:

On September 29, 2021, City staff posted a Request for Proposals (RFP) INF-22-02 for an EIFD Feasibility Study on the PlanetBids system to qualified companies with demonstrated experience in providing EIFD consulting services. 19 prospective bidders registered to review the RFP. In addition, Economic Development staff reached out to five qualified firms to review the RFP.

The RFP solicitation yielded one response by the 11/12/21 deadline from Kosmont Companies.

After a thorough departmental review of the proposal, the City accepted the Kosmont Companies proposal because of their depth and breadth of experience in assessing feasibility of and guiding the formation of EIFDs in California. Under the City Manager’s authority, The City entered into a Professional Services Agreement for an Enhanced Infrastructure Financing District Feasibility Study on February 8, 2022 with Kosmont Companies with a fixed price of $49,734.

Since this time, City staff and Kosmont Companies have worked closely together to complete the EIFD Feasibility Study Scope of Work Tasks:

Task 1 – Identify Potential EIFD Boundaries and Initial Screening Criteria Task 2 – Tax Increment Analysis
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Economic Development Committee, September 14, 2022
Enhanced Infrastructure Financing District Feasibility Study

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Task 3 – Identify Infrastructure Needs
Task 4 – Next Steps for Implementation
An illustrative schedule of district formation milestones has been prepared:

Potential Timing Task
Q3-Q4 2022
a) Conduct outreach / discussion among City staff and Council, County staff and Board of Supervisors, other relevant
stakeholders
Q4 2022
b) Final determination of EIFD boundaries, tax increment contributions, targeted projects, governing Public Financing Authority (PFA) Board composition
Q4 2022 c) Participating taxing agencies adopt Resolution(s) of Intent (ROI) to form EIFD and formally establish PFA Board
Q1 2023 d) PFA directs the drafting of the Infrastructure Financing Plan (IFP)
Q1 2023
e) Distribute draft IFP to property owners, affected taxing entities, City Council, County Board of Supervisors, planning commission, with corresponding project related CEQA documentation
Q1 2023 f) PFA holds an initial public meeting to present the draft IFP to the public and property owners
Q2 2023
g) PFA holds first “official” public hearing to hear written and oral comments but take no action (noticing must occur at least 30 days after “f”)
Q2 2023 h) City Council / legislative bodies of other affected taxing entity contributing increment adopt resolution(s) approving IFP Q2 2023
i) PFA holds second public hearing to hear additional comments and take action to modify or reject IFP or CRIA Plan (at least 30 days after “g”)
Q3 2023
j) PFA holds third public hearing to consider oral and written protests and take action to terminate proceedings or adopt IFP and form the EIFD by resolution (at least 30 days after “j”)  EIFD Governing Board – Public Finance Authority (PFA) Composition  The composition of the governing board of the EIFD, the Public Financing Authority (PFA), depends on the number of taxing entities allocation property tax increment to the EIFD. If the City were to implement an EIFD without participation from another taxing entity, the PFA would comprise three member of the City Council and two members of the public appointed by the City Council, for a total of five members. There are no strict eligibility requirements for the public members, such as residence requirements (i.e., they are not required to live within the EIFD boundaries or even within the City). The process to appoint the public members is flexible under EIFD law. In the case of a multijurisdictional partnership, for example a situation where both the City and the County of Stanislaus (“County”) are allocating property tax increment to the EIFD, the membership requirement is more flexible. The PFA is required to be at least five members (i.e., could be more), where the majority of the members are either members of the City Council or County Supervisors, and in at any case, there must be at least two members of the public appointed by either the City Council or the County Board of Supervisors. #6..
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Economic Development Committee, September 14, 2022
Enhanced Infrastructure Financing District Feasibility Study

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 In other City/County EIFD partnerships across the state, the typical membership has been five members, including two members of the City Council, one County Supervisor (typically the Supervisor who represents the subject district), one public member appointed by the City Council, and one public member appointed by the County Board of Supervisors.
 A summary of the Advantages and Disadvantages of a single EIFD versus multiple EIFDs was prepared. Larger cities (500,000 or more) tend to create multiple EIFDs while smaller cities tend to create single, multi-area EIFDs.  An analysis of Debt Issuance was prepared.
 An analysis of EIFD Formation Costs was prepared.

Formation Task Estimated One-Time Costs
Economic consultant or municipal advisor for
preparation of Infrastructure Financing Plan
(IFP), financial / fiscal / bonding capacity
analyses, drafting of staff reports, public notices,
public meeting and hearing presentations
$75,000 to $100,000
Special counsel for review of resolutions, legal
opinions on structure
Optional (City Attorney’s office may
alternatively provide internally) - $25,000
to $75,000
Engineer / surveyor for preparation of map and
legal description
Optional (Public Works / Engineering staff
may alternatively provide internally) -
$35,000 to $65,000
County Clerk costs for mailing notices,
newspaper notices
Largely depends on size of the district,
number of property owners and residents
$2,500 to $10,000
Estimated Total Formation Costs $77,500 to $250,000
 Ongoing administrative costs would be estimated between $20,000 and $40,000 for annual public hearing and reporting requirements, as well as any revenue calculation work by the County. This could be outsourced to economic consultant or municipal advisor or handled by City staff.
 Costs for any future debt issuance(s) would largely be funded from the proceeds from such debt issuance(s).

Professional Services Agreement to Implement EIFD Formation Tasks Staff has worked closely with Kosmont Companies in the performance of the EIFD Feasibility Study. Kosmont has diligently worked on Feasibility Study tasks and has maintained the agreed schedule. Staff believes Kosmont’s experience, expertise and network in the EIFD arena offer Modesto a thorough analysis and a streamlined implementation process. Given Kosmont Companies’ developed familiarity with specific details and assumptions around the feasibility of a Modesto EIFD, staff recommends amending the Kosmont Professional Services Agreement to include an EIFD formation scope of work and tasks. Staff has requested and evaluated a proposal from Kosmont Companies to accomplish necessary EIFD formation tasks. Based on efficiencies in combining the feasibility and formation scope of work, Kosmont has reduced their #6..
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Economic Development Committee, September 14, 2022
Enhanced Infrastructure Financing District Feasibility Study

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proposed fees for Economic consultant services to $62,500 from an initial estimated range of $75,000 to $100,000.

In accordance with Modesto Municipal Code 8-3.204(a), Exceptions for Formal Bidding Requirements, this agreement is for professional services, and therefore, exempt from the bid requirement.

FISCAL IMPACT:

The EIFD Feasibility Study cost of $49,734 has been funded by a Council-approved ARPA grant allocation.

The $62,500 cost to amend the Kosmont Agreement will be funded by the balance in the Modesto Forward EIFD ARPA grant allocation, project number 101406, which was $154,115.50 as of August 23, 2022.

Total EIFD Formation costs based on the Kosmont Companies’ EIFD formation proposal dated July 28, 2022 are estimated to be between $65,000 and $212,500. Proposed funding sources include remaining ARPA EIFD program allocation from the Modesto Forward program. Any EIFD formation funding requirement in excess of the $200,000 ARPA allocation can be reimbursed by the EIFD after formation.

Approved by:

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

1. Kosmont EIFD Feasibility Study Report including memoranda a-h a.

2. EIFD Feasibility Study Professional Services Agreement with Kosmont Companies dated February 8, 2022

3. Draft First Amendment to Agreement with Kosmont Companies

4. Attachment 1 to Exhibit A, Kosmont Proposal to perform EIFD formation tasks, dated July 28, 2022

5. Council Committee Briefing Sheet
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Kosmont Companies
Mailing Address: 1601 N. Sepulveda Blvd., #382 (424) 297-1070 Physical Address: 1230 Rosecrans Ave., #630 Manhattan Beach, CA 90266 www.kosmont.com Manhattan Beach, CA 90266

Memorandum
To: City of Modesto
Robert Kimball, Community and Economic Development Marketing Specialist Jaylen French, Director of Community and Economic Development

From: Kosmont Companies
Joseph Dieguez, Senior Vice President
Fernando Sanchez, Vice President
Stephanie Ontiveros, Vice President
Date: April 1, 2022

Subject: Enhanced Infrastructure Financing District (EIFD) Potential Boundary Scenarios
I. BACKGROUND AND PURPOSE
Pursuant to Task 1.1 (Determine Boundary Scenarios) of the Scope of Services under the Professional Services Agreement between the City of Modesto (“City”) and Kosmont Companies (“Kosmont”) for an Enhanced Infrastructure Financing District (“EIFD”) Feasibility Study, this Memorandum summarizes the identification of the potential Boundary Areas within the City for inclusion in Tax Increment Financing (“TIF”) District, such as an EIFD.

II. BOUNDARY SCENARIO DEFINITION AND RATIONALE
Three (3) potential Boundary Areas were identified by Kosmont in collaboration with City staff:

1. Downtown Modesto Area

2. McHenry Avenue Corridor Area

3. Kiernan Business Park Area
Table 1 summarizes acreage and assessed value metrics for each Boundary Area. Ultimately, the City would have the option of including all three areas within a single EIFD, forming three separate EIFDs, or some combination thereof. Financial, operational, and administrative advantages and disadvantages would be discussed in a later phase of the current study.

In total, the three Boundary Areas comprise approximately 4,689 acres, or approximately 16.4% of the total acreage within the City. In terms of existing assessed property value, the three areas together comprise approximately 5.3% of the total assessed property value within the City as of #6..
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City of Modesto
EIFD Boundary Scenarios
April 1, 2022
Kosmont Companies 2 | Page
(424) 297-1070
www.kosmont.com
fiscal year 2021-2022 (total land value plus improvement value plus other taxable value, net of exempt value).

Table 1: Summary Metrics for Potential Boundary Areas
Boundary Areas
Land Size
(AC)
Estimated
Percent of City
by Acreage
Estimated Net
Assessed
Property Value
Estimated
Percent of
City by A/V
Downtown Modesto 4,039 14.1% $589,073,895 3.2%
McHenry Ave. Corridor 348 1.2% $323,071,371 1.8%
Kiernan Business Park 302 1.1% $47,793,887 0.3%
Total EIFD Areas 4,689 16.4% $959,939,153 5.3%
The attached exhibits provide maps of the Boundary Areas.

The Boundary Areas were carefully outlined over multiple discussions and screen-sharing exercises with City staff to include parcels well-positioned for future investment, development, and/or rehabilitation. As will be discussed further in the Task 1.2 Initial Screening deliverable, these Boundary Areas reflect preliminary EIFD feasibility based on a number of key metrics, including, but not limited to, the following:
• Current zoning and potential for new density
• Economic development potential
• Capacity to benefit from catalytic infrastructure investment • General fund fiscal benefit (balance of EIFD funding capacity and positive net fiscal impact to the general fund)
• Overlap with Disadvantaged Community (DAC) census tracts • Overlap with Federal Opportunity Zone (OZ) census tracts III. NEXT STEPS
Pursuant to Scope of Work Task 1.2 (Initial Screening), Kosmont will prepare a matrix illustrating the screening of the boundaries identified herein against metrics of EIFD implementation feasibility for review by City staff.
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I
Legend
Modesto City Boundaries
Downtown Modesto
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I
Legend
Modesto City Boundaries
McHenry Corridor
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I
Legend
Modesto City Boundaries
Kiernan Business Park
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City of Modesto
Enhanced Infrastructure Financing District (EIFD) Initial Screening Matrix April 4, 2022
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 I ph 424.297.1070 I www.kosmont.com EIFD Feasibility
Screening Variable
Boundary Area #1:

Downtown Modesto
Boundary Area #2:

McHenry Avenue Corridor
Boundary Area #3:

Kiernan Business Park
1) Zoning and
Density
• Notwithstanding the General Plan 2050
Comprehensive Update, this Boundary
Area includes the Downtown Master Plan
Area, which enables the type of higherintensity development that is consistent with current and forecasted private sector
investor interest, beneficial for generating
large increases in assessed property values
(creating tax increment for an EIFD), and
supportive for diversifying the City’s tax
base.
• Notwithstanding the General Plan 2050
Comprehensive Update, this Boundary Area
mostly includes the C Commercial General
Plan land use designation, and a mix of C-2
General Commercial, C-3 Highway
Commercial, P-O Professional Office, C-M
Commercial Industrial, and P-D Planned
Development zoning.
• It is understood by Kosmont that in-process
General Plan updates may likely facilitate
mixed-use development that is consistent
with current and forecasted private sector
investor interest, beneficial for generating
large increases in assessed property values
(creating tax increment for an EIFD), and
supportive for diversifying the City’s tax base.
• Notwithstanding the General Plan 2050
Comprehensive Update, this Boundary Area
mostly includes the BP Business Park, MU
Mixed Use, and RC Regional Commercial
General Plan land use designations, and a
mix of P-D Planned Development and SP
Specific Plan zoning consistent with the
Kiernan Business Specific Plan.
• Subject to in-process General Plan updates,
current land use guidance, particularly in the
Med-High Density Residential, Mixed Use,
and Mixed Use 2 zones would likely facilitate
the type of higher-intensity development that
is consistent with current and forecasted
private sector investor interest, beneficial for
generating large increases in assessed
property values (creating tax increment for
an EIFD), and supportive for diversifying the
City’s tax base.
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City of Modesto
Enhanced Infrastructure Financing District (EIFD) Initial Screening Matrix April 4, 2022
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 I ph 424.297.1070 I www.kosmont.com EIFD Feasibility
Screening Variable
Boundary Area #1:

Downtown Modesto
Boundary Area #2:

McHenry Avenue Corridor
Boundary Area #3:

Kiernan Business Park
2) Economic
Development
Potential
• Significant near-, mid-, and long-term
economic development potential, as this
Boundary Area encompasses a multitude of
opportunity sites with great potential for
assessed value increases from new
development and rehabilitation of
underutilized property
• Various sites identified in the Downtown
Master Plan (e.g., Transit Center Area at
9th and J Streets, Old Courthouse Block at
11th and I Streets, 10th Street Mixed-Use
Node at 9th, 10th, D, E and F Streets, and
West Modesto Node at 4th and H Streets)
• Potential expansion area to the west across
the railway and the 99 Freeway, and
adjacent to the Tuolumne River Regional
Park
• Potential sports and events center and
other sites with demonstrated private sector
future development interest
• Significant mid- and long-term economic
development potential along a key northsouth arterial within the City north of Downtown
• Many surface parking lots and older
commercial centers with capacity for
residential density in a blended-use format,
including affordable housing
• Significant near-, mid-, and long-term
economic development potential with Kaiser
Permanente Modesto Medical Center at its
core
• Many vacant lots with potential for residential
and non-residential uses in a “modern
neighborhood” blended-use format
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City of Modesto
Enhanced Infrastructure Financing District (EIFD) Initial Screening Matrix April 4, 2022
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 I ph 424.297.1070 I www.kosmont.com EIFD Feasibility
Screening Variable
Boundary Area #1:

Downtown Modesto
Boundary Area #2:

McHenry Avenue Corridor
Boundary Area #3:

Kiernan Business Park
3) Project Location
and Infrastructure
Needs
• Very high potential for properties in this
Boundary Area to benefit from catalytic
infrastructure, such as regional recreation
infrastructure, Transit-Center connectivity,
streets, sidewalks, and other improvements
that are critical and supportive of new
private development
• Downtown Master Plan identifies approx.
$62.4 million in recommended streetscape
and active transportation improvements and
approx. $16.7 million in water infrastructure
improvements, among parking, traffic, and
other projects
• Less compared to Downtown, but still good
potential for properties in this Boundary Area
to benefit from catalytic infrastructure such as
streetscape improvements and other housingsupportive infrastructure enhancements to convert older commercial parcels into
blended-use projects
• Originally envisioned as office / business
park center, and thus significant potential for
catalytic infrastructure to enable residential
and blended-use development, which require
open space and other basic infrastructure in
excess of office / business park needs
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City of Modesto
Enhanced Infrastructure Financing District (EIFD) Initial Screening Matrix April 4, 2022
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 I ph 424.297.1070 I www.kosmont.com EIFD Feasibility
Screening Variable
Boundary Area #1:

Downtown Modesto
Boundary Area #2:

McHenry Avenue Corridor
Boundary Area #3:

Kiernan Business Park
4) Potential
Infrastructure
Financing
Solutions
• Relatively high property tax capture rate for
the City at 11-12 cents per dollar of property
tax, plus approx. 10 cents equivalent in
property tax in lieu of motor vehicle license
fees (MVLF); City has the capacity to
pursue an EIFD either alone, or with
another taxing entity partner
• High potential for complementary grant
funding based on comprehensive overlap
with Disadvantaged Community (DAC)
census tracts
• Significant potential for complementary
private sector funding based on
comprehensive overlap with Federal
Opportunity Zone census tracts, the
Downtown Improvement District, and the
Modesto Tourism Marketing District
• Relatively high property tax capture rate for
the City at 11-12 cents per dollar of property
tax, plus approx. 10 cents equivalent in
property tax in lieu of MVLF; City has the
capacity to pursue an EIFD either alone, or
with another taxing entity partner
• High potential for complementary grant
funding based on almost comprehensive
overlap with Disadvantaged Community
(DAC) census tracts
• Relatively high property tax capture rate for
the City at 11-12 cents per dollar of property
tax, plus approx. 10 cents equivalent in
property tax in lieu of MVLF; City has the
capacity to pursue an EIFD either alone, or
with another taxing entity partner
• High potential for complementary special
district funding based on overlap with four
community facilities districts (CFDs);
NorthPointe CFD No. 2002-1, Kiernan
Business Park West CFD No. 2007-2,
Kiernan Business Park South CFD No.
2012-1, and Kiernan Business Park East
CFD No. 2016-1
5) Disadvantaged
Community (DAC)
Census Tract
Overlap
• Yes, comprehensive overlap • Yes almost comprehensive overlap (except for far north end of the
• No
6) Federal
Opportunity Zone
(OZ) Census Tract
Overlap
• Yes, comprehensive overlap • No • No
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City of Modesto
Enhanced Infrastructure Financing District (EIFD) Initial Screening Matrix April 4, 2022
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 I ph 424.297.1070 I www.kosmont.com EIFD Feasibility
Screening Variable
Boundary Area #1:

Downtown Modesto
Boundary Area #2:

McHenry Avenue Corridor
Boundary Area #3:

Kiernan Business Park
7) Former
Redevelopment
Agency (RDA)
Overlap
• Yes, essentially the entire Downtown area
overlaps with former Redevelopment
Agency Project Area boundaries
• Due to overlap with former RDA
boundaries, property tax from overlapping
areas will be subordinate to outstanding
ROPS obligations of approx. $48.1M
through 2033 (residual revenues are
available to EIFD on an annual basis)
• Redevelopment Property Tax Trust Fund
(RPTTF) residual revenues still available to
EIFD after payment of each period
Recognized Obligation Payment Schedule
(ROPS) obligations
• Finding of Completion from State
Department of Finance achieved (Kosmont
will confirm with Finance)
• Complied with all State Controller findings
from Due Diligence Reviews (Kosmont will
confirm with Finance)
• No assets related to EIFD boundary under
litigation with State (Kosmont will confirm
with City Attorney’s Office)
• No • No
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City of Modesto
Enhanced Infrastructure Financing District (EIFD) Initial Screening Matrix April 4, 2022
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 I ph 424.297.1070 I www.kosmont.com EIFD Feasibility
Screening Variable
Boundary Area #1:

Downtown Modesto
Boundary Area #2:

McHenry Avenue Corridor
Boundary Area #3:

Kiernan Business Park
8) Overlap with other
Financing
Districts
• Modesto Downtown Improvement District
funded through special business license tax
(cleaning, landscaping, security, promotion,
parking and alley improvements)
• Modesto Tourism Marketing District funded
by hotel room night assessments, the
Owners Association of which is The
Modesto Convention and Visitors Bureau,
Inc. (CVB), a 501C6 California Corporation
as a Destination Marketing Organization
(DMO)
• None identified • NorthPointe Community Facilities District (CFD) No. 2002-1 (Storm Drain Basin
maintenance)
• Kiernan Business Park West CFD No. 2007-
2 (maintenance and repair of parkways,
landscaped medians, bike path, well site,
storm drainage pump and basin, and related
facilities, Dale Road, Healthcare Way, Bangs
Avenue)
• Kiernan Business Park South CFD No.
2012-1 (Transportation, Landscaping and
Lighting System, Storm Drain System,
maintenance, repair and replacement of
parkways, landscape medians, bike path,
well site, storm drainage pump and basin,
and related facilities)
• Kiernan Business Park East CFD No. 2016-1
(Water System, Wastewater System,
Transportation, Landscaping and Lighting
System, Storm Drain System, maintenance,
repair and replacement of parkways,
landscaped medians, storm drainage pump
and basin facilities, catch basins, manholes,
underground infiltration trenches and pipes,
landscaped bio-swale lots and medians,
storm water treatment devices and filters,
shrubs, vines, ground cover, and irrigation
systems, litter and debris removal, pruning,
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City of Modesto
Enhanced Infrastructure Financing District (EIFD) Initial Screening Matrix April 4, 2022
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 I ph 424.297.1070 I www.kosmont.com EIFD Feasibility
Screening Variable
Boundary Area #1:

Downtown Modesto
Boundary Area #2:

McHenry Avenue Corridor
Boundary Area #3:

Kiernan Business Park
staking, fertilizing, mowing, plant
replacement and restoration, fire and weed
control, erosion control, trimming of
vegetation, and storm drain system, bioswale maintenance, replacement of plants and materials, replacement of storm water
treatment filters and other storm drainage
facilities
9) Land Ownership • Includes some publicly owned properties with potential for future development (large
potential increases in assessed value when
properties are placed on the tax rolls)
• Many landowners and residents for
consideration of noticing and public hearing
requirements (e.g., majority protest hearing)
• Includes very few publicly owned properties
with potential for future development (large
potential increases in assessed value when
properties are placed on the tax rolls)
• Many landowners and residents for
consideration of noticing and public hearing
requirements (e.g., majority protest hearing)
• Includes very few publicly owned properties
with potential for future development (large
potential increases in assessed value when
properties are placed on the tax rolls)
• Fewest number of landowners and residents
for consideration of noticing and public
hearing requirements (e.g., majority protest
hearing)
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City of Modesto
Enhanced Infrastructure Financing District (EIFD) Initial Screening Matrix April 4, 2022
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 I ph 424.297.1070 I www.kosmont.com EIFD Feasibility
Screening Variable
Boundary Area #1:

Downtown Modesto
Boundary Area #2:

McHenry Avenue Corridor
Boundary Area #3:

Kiernan Business Park
10) Benefitting
Taxing Entities
• County is major potential partner at approx.
16 cents per dollar of property tax plus 13
cents equivalent in property tax in-lieu of
MVLF (school entities not eligible to
participate)
• High level of feasibility for taxing entity
partnership, given major potential regional
tourist and visitor draw, sites for future
development that will create jobs, and
potential future development that can
substantially increase future property tax
revenues to all affected taxing entities
• Largest Boundary Area, which may cause
hesitation for potential taxing entity
partners, but still very high potential fiscal
return on investment due to high ratio of
new potential value creation compared to
existing assessed value
• County is major potential partner at approx.
16 cents per dollar of property tax plus 13
cents equivalent in property tax in-lieu of
MVLF (school entities not eligible to
participate)
• Average level of feasibility for taxing entity
partnership, given sites for future
development that can produce housing, and
potential future development that can
substantially increase future property tax
revenues to all affected taxing entities
• Very focused boundary in terms of size and
existing value, creates high potential fiscal
return on investment for taxing entity partners
along with high ratio of new potential value
creation compared to existing assessed value
• County is major potential partner at approx.
16 cents per dollar of property tax plus 13
cents equivalent in property tax in-lieu of
MVLF (school entities not eligible to
participate)
• Better than average feasibility for taxing
entity partnership, given a regional medical
center amenity that borders unincorporated
jurisdiction, sites for future development that
can produce housing, and potential future
development that can substantially increase
future property tax revenues to all affected
taxing entities
• Very focused boundary in terms of size and
existing value, creates high potential fiscal
return on investment for taxing entity
partners along with high ratio of new
potential value creation compared to existing
assessed value
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City of Modesto
Enhanced Infrastructure Financing District (EIFD) Initial Screening Matrix April 4, 2022
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 I ph 424.297.1070 I www.kosmont.com EIFD Feasibility
Screening Variable
Boundary Area #1:

Downtown Modesto
Boundary Area #2:

McHenry Avenue Corridor
Boundary Area #3:

Kiernan Business Park
11) City General
Fund Exposure
• Highest level of potential fiscal risk
exposure to General Fund among Boundary
Areas (i.e., via property tax revenues being
diverted away from General Fund) given
largest existing assessed value
• 14.1% of total City by land area
• 3.2% of total City by existing AV
• However, given ratio of percentage of City
by acreage compared to percentage of City
by existing assessed value (AV), this
Boundary Area exhibits significant undervaluation compared to the rest of the City, signifying potential for AV growth far in
excess of existing AV (i.e., opportunity for
value-capture)
• Low level of potential fiscal risk exposure to
General Fund, given smaller size and
relatively little existing assessed value
• 1.2% of total City by land area
• 1.8% of total City by existing AV
• Given large degree of focus, such a Boundary
Area would be well-positioned to capture
value from new development on vacant and
underutilized parcels, while not encumbering
the incremental growth of other, built-out
areas of the City that are generating property
tax that is substantially earmarked to fund
critical, ongoing City services (e.g., public
safety, community services, administration) –
question is whether there is enough EIFD tax
increment funding capacity from such a small
area to fund meaningful infrastructure
improvements
• Low level of potential fiscal risk exposure to
General Fund, given smaller size relatively
little existing assessed value
• 1.1% of total City by land area
• 0.3% of total City by existing AV
• Given large degree of focus, such a
Boundary Area would be well-positioned to
capture value from new development on
vacant and underutilized parcels, while not
encumbering the incremental growth of
other, built-out areas of the City that are
generating property tax that is substantially
earmarked to fund critical, ongoing City
services (e.g., public safety, community
services, administration) – question is
whether there is enough EIFD tax increment
funding capacity from such a small area to
fund meaningful infrastructure improvements
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I
Legend
Modesto City Boundaries
Downtown Modesto
Kiernan Business Park
McHenry Corridor
SB 535 Disadvantaged Communities
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I
Legend
Modesto City Boundaries
Downtown Modesto
Kiernan Business Park
McHenry Corridor
Opportunity Zones
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I
Legend
Modesto City Boundaries
Downtown Modesto
Publicly-Owned Parcels
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I
Legend
Modesto City Boundaries
McHenry Corridor
Publicly-Owned Parcels
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I
Legend
Modesto City Boundaries
Kiernan Business Park
Publicly-Owned Parcels
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Kosmont Companies
Mailing Address: 1601 N. Sepulveda Blvd., #382 (424) 297-1070 Physical Address: 1230 Rosecrans Ave., #630 Manhattan Beach, CA 90266 www.kosmont.com Manhattan Beach, CA 90266

Memorandum
To: City of Modesto
Robert Kimball, Community and Economic Development Marketing Specialist Jaylen French, Director of Community and Economic Development

From: Kosmont Companies
Joseph Dieguez, Senior Vice President
Fernando Sanchez, Vice President
Stephanie Ontiveros, Vice President
Date: April 5, 2022

Subject: Enhanced Infrastructure Financing District (EIFD) Summary of Strategic Considerations and Market and Future Investment Analysis I. BACKGROUND AND PURPOSE
Pursuant to Task 1.3 (Strategic Considerations) of the Scope of Services under the Professional Services Agreement between the City of Modesto (“City”) and Kosmont Companies (“Kosmont”) for an Enhanced Infrastructure Financing District (“EIFD”) Feasibility Study, this Memorandum builds upon Task 1.2 Initial Screening and summarizes additional key factors affecting EIFD feasibility, with emphasis on current and forecasted real estate market data and planned development projects in the study area.

This Memorandum additionally recommends the preferred boundary scenarios to be analyzed further in Task 2 (Tax Increment Analysis), along with which types of districts should be further evaluated. In summary, Kosmont is recommending that all three preliminary Boundary Areas identified in Task 1.1 should continue to be evaluated further in Task 2:

1. Downtown Modesto Area

2. McHenry Avenue Corridor Area

3. Kiernan Business Park Area.

Additionally, Kosmont recommends that EIFD continues to be the primary type of tax increment financing district evaluated. Other complementary funding sources and financing mechanisms, such as Mello-Roos Community Facilities District (CFD) financing and grants, will subsequently be evaluated under Scope of Services Task 3.2.
#6..
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City of Modesto
EIFD Summary of Strategic Considerations
April 5, 2022
Kosmont Companies 2 | Page
(424) 297-1070
www.kosmont.com
The Task 1.1 Memorandum Summarizing the preliminary Boundary Areas and the Task 1.2 Initial Screening Matrix are attached as separate documents. Kosmont is requesting feedback from the City on revision or approval of the three preferred Boundary Alternatives so that Kosmont may continue into Tax Increment Analysis pursuant to Agreement Scope of Services Task 2.

II. HIGH-LEVEL MARKET AND FUTURE INVESTMENT ANALYSIS
In addition to initial screening criteria as evaluated in the Task 1.2 Screening Matrix (e.g., economic development potential, current zoning and density, land ownership, potential for catalytic infrastructure, City general fund risk exposure), Kosmont evaluated high-level market statistics and potential future investments. A written summary is provided below, and supporting high-level graphics are provided as an attachment.

A. Residential
ESRI demographic data estimates that there are approximately 72,622 households within the City, approximately 55% of which are owner-occupied, and approximately 45% of which are renter-occupied. The growth in number of owner-occupied units is expected to outpace the growth in number of renter-occupied units. The Zillow home value index for Modesto is approximately $435,511 as of February 2022, increasing approximately 21.3% over the previous 12 months.

Real estate market data from CoStar estimates the number of multifamily (attached) residential units in Modesto at approximately 12,783 units as of Q4 2021. Average rent is approximately $1,457 per unit per month, and current vacancy is low at approximately 2.5%. Approximately 187 multifamily units were absorbed in the previous five years. The Downtown Master Plan and previous City Downtown Intensification Analysis illustrate capacity for over 1,400 new units in the Downtown area alone. Large parking lots along the McHenry Avenue Corridor and portions of Kiernan Business park are additionally well-suited for future residential uses.

CoStar forecasts a slow increase in rents and decrease in vacancy over the next five years, particularly as California continues to face a significant housing shortage statewide. Potential future investments in Downtown infrastructure, such as regional sports and event infrastructure and ACE Rail public transit infrastructure, would be expected to catalyze private sector investment and development in the local residential market.

B. Hotel
According to CoStar real estate market data, there are approximately 26 hotels in Modesto (that report data to CoStar / Smith Travel Research), representing approximately 1,907 rooms. Annual average daily room rate is approximately $122 per night with occupancy averaging approximately

70.9% for the 12-month period ending in March 2022. Relative to other hotel markets in California, this is relatively positive performance for this COVD / nascent post-COVID recovery period. #6..
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City of Modesto
EIFD Summary of Strategic Considerations
April 5, 2022
Kosmont Companies 3 | Page
(424) 297-1070
www.kosmont.com
While the hotel market segment has been the most negatively impacted segment of real estate overall in response to the pandemic, industry experts forecast recovery in the next two to three years (i.e., by 2025).

Several historical landmarks are well preserved in the City, while newer visitor amenities include the Gallo Center for the Arts, Vintage Faire Mall, and modern medical centers. Potential future investments in Downtown infrastructure would be expected to catalyze private sector investment and development in the local hotel market, potentially more so than any other real estate market sector.

C. Retail
CoStar estimates that there are approximately 15.2 million square feet (SF) of retail land uses within the City with an average triple-net lease rate of $15.80 per SF annually ($1.32 per SF monthly). The retail vacancy rate is approximately 5.2% as of Q4 2021, which is relatively low, especially considering the large amount of existing retail space. Approximately 110,487 SF of retail was absorbed in the previous five years. The Downtown Master Plan and previous City Downtown Intensification Analysis illustrate capacity for over 550,000 SF of new retail and restaurants in the Downtown area alone.

Industry-wide trends in consumer spending (e.g., online retail sales, retailer footprint shrinkage), notwithstanding the pandemic, continue to have an impact on new retail development. Much of the potential new retail within the City is anticipated to be in the context of hotel / residential / retail blended-use concepts, with a larger focus on food / beverage / restaurants than in the past.

D. Office
According to CoStar market data, there is approximately 6.7 million SF of office space within the City, with an average gross rent of $20.80 per SF annually ($1.73 per SF monthly) and vacancy rate of 4.5%. This vacancy is relatively low, especially considering increasing work-from-home trends among the office-using labor force. CoStar and other industry professionals are actually forecasting increased interest in office space in suburban markets compared to urban markets, spurred in part by suburban migration during the pandemic.

Approximately 185,563 SF of office was absorbed in the previous five years. The Downtown Master Plan and previous City Downtown Intensification Analysis illustrate capacity for over 2 million SF of new office in the Downtown area alone.

E. Industrial
CoStar estimates that there is approximately 35.8 million SF of industrial space within the City with an average lease rate of $2.63 per SF annually ($0.22 per SF monthly). The industrial vacancy rate is approximately 2.4% as of Q4 2021, which is relatively low but consistent with the surging industrial market elsewhere within the State and nationally. #6..
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City of Modesto
EIFD Summary of Strategic Considerations
April 5, 2022
Kosmont Companies 4 | Page
(424) 297-1070
www.kosmont.com
Approximately 2.0 million SF of industrial was absorbed in the previous five years. Modesto has not traditionally competed with nearby markets such as Stockton or Tracy for typical warehouse industrial uses, but has rather seen growth within “specialty” and advanced manufacturing industrial uses. The Downtown Master Plan and previous City Downtown Intensification Analysis illustrate capacity for over 580,000 SF of new industrial in the Downtown area alone.

III. CONCLUSIONS AND NEXT STEPS
Based on initial screening, high-level market and future investment analysis, and other key quantitative and qualitative factors, Kosmont recommends that all three preliminary Boundary Area identified in Task 1.1 should continue to be evaluated in Task 2 (Tax Increment Analysis):

1. Downtown Modesto Area

2. McHenry Avenue Corridor Area

3. Kiernan Business Park Area.

Kosmont is requesting feedback from the City on revision or approval of the three preferred Boundary Areas so that Kosmont may begin Tax Increment Analysis pursuant to Scope of Services Task 2.

Attachment: High-Level Market Statistics
#6..
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DRAFT
KOSMONT COMPANIES | 1

MODESTO MARKET SUMMARY
Q4 2021
Source: CoStar (Accessed March 2022); Notes: NNN rents for retail and industrial uses. Gross rent for office uses.

Multifamily properties do not include dormitories or mobile homes but does include condominiums and co-ops. Numbers in red and parentheses indicate a negative number. For example, a negative net absorption indicates more tenants leaving than arriving (or absorbing SF/units) during the quarter.

Commercial and
Residential Metrics Retail Office Industrial Residential (Multifamily) Existing SF / Units 15,154,208 SF 6,655,158 SF 35,761,328 SF 12,783 units Rent $15.80 PSF / Yr $20.80 PSF / Yr $2.63 PSF / Yr $1,457 per unit / month Vacancy Rate 5.2% 4.5% 2.4% 2.5%
Vacant SF or Units 792,431 SF 297,979 SF 871,224 SF 316 units 5-Yr. Net Absorption 110,487 SF 185,563 SF 2,029,404 SF 187 units Hotel Metrics Hospitality
(Hotel)
Existing Inventory 26 hotels / 1,907 rooms
Avg. Daily Rate $122.24 per night
Avg. Occupancy 70.9%
Supply of Room Nights 175,444
Demand for Room Nights 124,312
Revenue Per Avail. Room $86.80
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DRAFT
KOSMONT COMPANIES | 2

MODESTO MARKET SALES COMPS
1/1/19 TO 3/8/22
Source: CoStar (Accessed March 2022); Notes: Parameters include all final sales within the City of Modesto from 1/1/19 to 3/8/22 for all land uses.

Portfolio/Multi-property sales and individual space sales (for commercial users) were excluded. Multifamily properties do not include dormitories or mobile homes but does include condominiums and co-ops.

Land Use Retail Office Industrial Residential
(Multifamily)
Hospitality
(Hotel)
# of Sales Comps 120 86 68 64 6
Avg. Sale Price $1,259,317 $1,153,000 $2,880,684 $4,172,102 $5,185,602 Sale Price PSF / Per Unit / Per Room
Min. $8.59 PSF $2.64 PSF $29 PSF $11,905 per unit $16,364 per room Max. $2,051 PSF $543 PSF $446 PSF $277,500 per unit $72,973 per room Median $154 PSF $171 PSF $76 PSF $138,883 per unit $44,812 per room Avg. $254 PSF $179 PSF $92 PSF $140,614 per unit $45,634 per room #6..
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Prepared by:

Kosmont Companies
Enhanced Infrastructure
Financing District (EIFD)
Tax Increment Analysis
June 2022
DRAFT #6..
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Map of EIFD Study Areas
2 Source: City of Modesto, Stanislaus County Auditor-Controller (2022) • Approx.1,795 acres (6.3% of Citywide acreage)
• Approx.$960M in existing assessed value (5.3%
of Citywide A/V)
Kiernan
Business Park
Downtown /
Golf Course /
Thurman Field
Area Acreage Existing AV
Downtown 909 AC $589M
McHenry Ave 447 AC $323M
Kiernan BP 515 AC $48M
Total 1,795 AC $960M
McHenry Ave.

Corridor
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3 Future Development Assumptions – Downtown
Absorption Assumed over 30 Years
Note: AV at buildout values in current 2022 dollars..

Source: City of Modesto Downtown Master Plan, discussion with Economic Development and Planning staff, CoStar (2022) Area # Units / SF Estimated
AV Factor
Estimated
Total AV at Buildout
Sports / Event Center 5,000 seats $15,000 per seat $75 million Rental Residential 1,250 units $250,000 per unit $313 million Hotel 250 rooms $225,000 per room $56 million
Commercial / Retail 250,000 SF $225 PSF $56 million
Office 740,000 SF $195 PSF $144 million
Industrial / Flex 582,000 SF $145 PSF $84 million
Total New Development Assumed within EIFD Study Area $729 million #6..
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4 Future Development Assumptions –McHenry Ave Corridor
Absorption Assumed over 30 Years
Note: AV at buildout values in current 2022 dollars..

Source: City of Modesto General Plan and Zoning Code, discussion with Economic Development and Planning staff, CoStar (2022) Area # SF or Units Estimated
AV Factor
Estimated
Total AV at Buildout
Rental Residential 300 units $250,000 per unit $75 million Hotel 125 rooms $225,000 per room $28 million
Industrial / Flex 175,000 SF $145 PSF $25 million
Total New Development Assumed within EIFD Study Area $129 million #6..
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5 Future Development Assumptions – Kiernan Business Park Absorption Assumed over 30 Years
Area # SF or Units Estimated
AV Factor
Estimated
Total AV at Buildout
For-sale Residential 600 units $500,000 per unit $300 million Rental Residential 1,000 units $250,000 per unit $250 million Hotel 200 rooms $225,000 per room $45 million
Commercial / Retail 75,000 SF $225 PSF $17 million
Office 100,000 SF $195 PSF $20 million
Industrial / Flex 175,000 SF $145 PSF $25 million
Total New Development Assumed within EIFD Study Area $657 million Note: AV at buildout values in current 2022 dollars..

Source: City of Modesto Kiernan Business Park Specific Plan, discussion with Economic Development and Planning staff, CoStar (2022) #6..
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6 Potential Partner Agencies
Property Tax Distribution
 Primary non-school recipients and potential
contributors of property tax are City of Modesto
and County of Stanislaus
 City share varies by area and averages ~10% of
every $1 collected in property taxes within the
EIFD Study Area
 City additionally receives equivalent of ~10% of
property tax in lieu of MVLF, also available to EIFD
 County share varies by area and averages ~11%
 County additionally receives equivalent of ~13%
of property tax in lieu of MVLF, also available to
EIFD, but not incorporated into this analysis to be
conservative
 School-related entities cannot participate
As counties tend to rely more heavily on property tax revenue sources generated by new development within incorporated jurisdictions, it is Kosmont’s experience that it is not reasonable to assume allocation of property tax in lieu of MVLF by the County. As cities benefit from additional non-property tax revenue sources (e.g., sales tax, transient occupancy tax) from new development, it is Kosmont’s experience that it is reasonable for cities to consider contributing property tax in lieu of MVLF.

Tax Rate Area (TRA) weighted average distributions for EIFD Study Area shown. Post-ERAF (Education Revenue Augmentation Fund) distribution.

Parcels within former Redevelopment Agency Project Areas are subject to RPTTF revenue flow until expiration of ROPS obligations of ~$53.4M anticipated in 2031.

Source: Stanislaus County Auditor Controller (2022)
City
9% County
11%
Other / School
Entities (not eligible)
80%
Weighted Average Property Tax Distribution
within EIFD Study Area
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7 Revenue and Bonding Capacity by
Revenue Allocation Scenario – Downtown Only
EIFD Revenue
Allocation Scenario
Year 5
Accumulated
Revenue +
Bonding
Capacity*
Year 10
Accumulated
Revenue +
Bonding
Capacity*
50-Year
Present-Value
@ 6%
Discount Rate
50-Year
Nominal
Total
A) City 25% $1,052,000 $3,300,000 $6,325,000 $35,949,000 B) City 50% $2,765,000 $7,261,000 $12,650,000 $71,898,000 C) City 25% + County 25% $1,912,000 $5,288,000 $9,500,000 $53,996,000 D) City 50% + County 50% $4,486,000 $11,239,000 $19,000,000 $107,993,000 City allocation includes allocation from both AB8 + MVLF in-lieu. County allocation does not include MVLF in-lieu. * Bonding capacity assumes Year 5 is first bond issuance for EIFD. “Year 5 means fifth year of revenue following district formation. Net proceeds shown. Bondable revenue assumes $25,000 admin charge, 125% debt service coverage. 6.0% interest rate; 30-year term. Proceeds net of 2% underwriter's discount, estimated reserve fund (maximum annual debt service), costs of issuance estimated at $350,000.

Source: Kosmont Transactions Services (KTS), registered municipal advisor. #6..
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8 Revenue and Bonding Capacity by
Revenue Allocation Scenario –McHenry Only
EIFD Revenue
Allocation Scenario
Year 5
Accumulated
Revenue +
Bonding
Capacity*
Year 10
Accumulated
Revenue +
Bonding
Capacity*
50-Year
Present-Value
@ 6%
Discount Rate
50-Year
Nominal
Total
A) City 25% $69,000 $529,000 $1,911,000 $11,111,000
B) City 50% $165,000 $1,719,000 $3,822,000 $22,222,000
C) City 25% + County 25% $108,000 $1,194,000 $2,979,000 $17,321,000 D) City 50% + County 50% $628,000 $3,051,000 $5,957,000 $34,642,000 City allocation includes allocation from both AB8 + MVLF in-lieu. County allocation does not include MVLF in-lieu. * Bonding capacity assumes Year 5 is first bond issuance for EIFD. “Year 5 means fifth year of revenue following district formation. Net proceeds shown. Bondable revenue assumes $25,000 admin charge, 125% debt service coverage. 6.0% interest rate; 30-year term. Proceeds net of 2% underwriter's discount, estimated reserve fund (maximum annual debt service), costs of issuance estimated at $350,000.

Source: Kosmont Transactions Services (KTS), registered municipal advisor. #6..
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9 Revenue and Bonding Capacity by
Revenue Allocation Scenario – Kiernan Only
EIFD Revenue
Allocation Scenario
Year 5
Accumulated
Revenue +
Bonding
Capacity*
Year 10
Accumulated
Revenue +
Bonding
Capacity*
50-Year
Present-Value
@ 6%
Discount Rate
50-Year
Nominal
Total
A) City 25% $160,000 $1,441,000 $3,253,000 $17,107,000
B) City 50% $751,000 $3,544,000 $6,505,000 $34,215,000
C) City 25% + County 25% $747,000 $3,532,000 $6,488,000 $34,122,000 D) City 50% + County 50% $2,156,000 $7,727,000 $12,975,000 $68,244,000 City allocation includes allocation from both AB8 + MVLF in-lieu. County allocation does not include MVLF in-lieu. * Bonding capacity assumes Year 5 is first bond issuance for EIFD. “Year 5 means fifth year of revenue following district formation. Net proceeds shown. Bondable revenue assumes $25,000 admin charge, 125% debt service coverage. 6.0% interest rate; 30-year term. Proceeds net of 2% underwriter's discount, estimated reserve fund (maximum annual debt service), costs of issuance estimated at $350,000.

Source: Kosmont Transactions Services (KTS), registered municipal advisor. #6..
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10 Revenue and Bonding Capacity by
Revenue Allocation Scenario –Total All Areas
EIFD Revenue
Allocation Scenario
Year 5
Accumulated
Revenue +
Bonding
Capacity*
Year 10
Accumulated
Revenue +
Bonding
Capacity*
50-Year
Present-Value
@ 6%
Discount Rate
50-Year
Nominal
Total
A) City 25% $2,172,000 $6,593,000 $11,488,000 $64,168,000 B) City 50% $5,006,000 $13,849,000 $22,977,000 $128,335,000 C) City 25% + County 25% $3,966,000 $11,339,000 $18,967,000 $105,439,000 D) City 50% + County 50% $8,595,000 $23,341,000 $37,933,000 $210,879,000 City allocation includes allocation from both AB8 + MVLF in-lieu. County allocation does not include MVLF in-lieu. * Bonding capacity assumes Year 5 is first bond issuance for EIFD. “Year 5 means fifth year of revenue following district formation. Net proceeds shown. Bondable revenue assumes $25,000 admin charge, 125% debt service coverage. 6.0% interest rate; 30-year term. Proceeds net of 2% underwriter's discount, estimated reserve fund (maximum annual debt service), costs of issuance estimated at $350,000.

Source: Kosmont Transactions Services (KTS), registered municipal advisor. #6..
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11 Potential Cash Flow / Debt Issuance Approaches
• Kosmont Transactions Services is in active discussions with public finance underwriters regarding EIFD debt issuances in other jurisdictions
• Underwriters have proposed several approaches for the leverage of EIFD tax increment for accelerated debt issuance (e.g., 2-3 years from EIFD formation), for example:
a) EIFD increment only, based on completed (or nearly completed) improvements b) EIFD increment only, based on completed improvements PLUS near-term growth c) Overlapping EIFD and CFD (CFD Backstop) – landowners / developers must be willing to pay CFD special taxes in the short term (e.g., 5-10 years) until EIFD increment reaches a level to cover debt service d) EIFD increment with City or County general fund backstop • There are advantages and disadvantages with each approach (e.g., upfront proceeds available, public agency risk, cost of capital)
• Additional alternatives are available if private sector partners (e.g., landowners / developers are willing to advance infrastructure funding in exchange for reimbursement from EIFD proceeds) #6..
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12 Next Steps
• Receive and incorporate feedback from City Staff
• Identification of potential infrastructure to be funded, evaluation of complementary funding sources, and preparation of a roadmap for implementation • Discussion with City Council and potential partners (e.g., County) to determine feasibility for implementation and cooperation
• Pursue district formation to establish base year for incremental value growth as soon as feasible (first action would be City/County adoption of a Resolution of Intent) • Pursue opportunities for external funding sources (e.g., IIG and AHSC grants), ideally under joint City/County EIFD platform for greater priority
#6..
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13 THANK YOU
Questions?
Kosmont Companies
1601 N. Sepulveda Blvd. #382 Manhattan Beach, CA 90266
Ph: (424) 297-1070 | Fax: (424) 286-4632
www.kosmont.com
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Disclaimer
14 The analyses, projections, assumptions, rates of return, and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Project pro forma and tax analyses are projections only.Actual results may differ from those expressed in this analysis.

Discussions or descriptions of potential financial tools that may be available to the City are included for informational purposes only and are not intended to be to be “advice” within the context of this Analysis.

Tax Increment Funding Capacity by Revenue Category, Allocation Level, and by Project Area:
a) Downtown / Golf Course / Thurman Field
b) McHenry Avenue Corridor
c) Kiernan Business Park
d) Total All Areas
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DRAFT
Modesto EIFD - Available Revenues by Category - Downtown ONLY 1 2023 2024 $30,421 $32,895 $63,316 $31,786 $95,101
2 2024 2025 $61,838 $66,867 $128,705 $64,612 $193,317
3 2025 2026 $94,278 $101,947 $196,225 $98,509 $294,734
4 2026 2027 $127,772 $138,165 $265,936 $133,505 $399,441 5 2027 2028 $271,049 $293,096 $564,145 $283,212 $847,357 6 2028 2029 $308,909 $334,036 $642,945 $322,771 $965,716 7 2029 2030 $347,955 $376,257 $724,212 $363,568 $1,087,780 8 2030 2031 $388,218 $419,796 $808,014 $405,638 $1,213,652 9 2031 2032 $429,732 $464,686 $894,418 $449,015 $1,343,433 10 2032 2033 $505,263 $546,360 $1,051,623 $527,935 $1,579,558 11 2033 2034 $550,036 $594,775 $1,144,811 $574,717 $1,719,528 12 2034 2035 $596,177 $644,669 $1,240,846 $622,928 $1,863,775 13 2035 2036 $643,723 $696,083 $1,339,806 $672,608 $2,012,414 14 2036 2037 $692,712 $749,057 $1,441,769 $723,795 $2,165,564 15 2037 2038 $743,183 $803,633 $1,546,815 $776,531 $2,323,346 16 2038 2039 $795,175 $859,854 $1,655,028 $830,855 $2,485,884 17 2039 2040 $848,728 $917,763 $1,766,491 $886,812 $2,653,304 18 2040 2041 $903,885 $977,407 $1,881,292 $944,444 $2,825,737 19 2041 2042 $960,689 $1,038,831 $1,999,519 $1,003,797 $3,003,316 20 2042 2043 $1,019,182 $1,102,082 $2,121,264 $1,064,915 $3,186,179 21 2043 2044 $1,079,411 $1,167,209 $2,246,620 $1,127,846 $3,374,465 22 2044 2045 $1,141,420 $1,234,262 $2,375,682 $1,192,637 $3,568,320 23 2045 2046 $1,205,257 $1,303,292 $2,508,549 $1,259,339 $3,767,889 24 2046 2047 $1,270,971 $1,374,351 $2,645,322 $1,328,002 $3,973,324 25 2047 2048 $1,338,611 $1,447,492 $2,786,103 $1,398,676 $4,184,779 26 2048 2049 $1,408,227 $1,522,771 $2,930,998 $1,471,416 $4,402,414 27 2049 2050 $1,479,872 $1,600,243 $3,080,115 $1,546,276 $4,626,391 28 2050 2051 $1,553,599 $1,679,967 $3,233,566 $1,623,311 $4,856,877 29 2051 2052 $1,629,462 $1,762,001 $3,391,463 $1,702,579 $5,094,042 30 2052 2053 $1,707,518 $1,846,406 $3,553,924 $1,784,137 $5,338,062 31 2053 2054 $1,752,696 $1,895,259 $3,647,955 $1,831,342 $5,479,297 32 2054 2055 $1,798,777 $1,945,089 $3,743,866 $1,879,492 $5,623,357 33 2055 2056 $1,845,780 $1,995,915 $3,841,695 $1,928,604 $5,770,299 34 2056 2057 $1,893,723 $2,047,757 $3,941,481 $1,978,698 $5,920,179 35 2057 2058 $1,942,625 $2,100,637 $4,043,262 $2,029,794 $6,073,057 36 2058 2059 $1,992,505 $2,154,574 $4,147,079 $2,081,913 $6,228,992 37 2059 2060 $2,043,383 $2,209,590 $4,252,973 $2,135,073 $6,388,046 38 2060 2061 $2,095,278 $2,265,706 $4,360,984 $2,189,297 $6,550,281 39 2061 2062 $2,148,211 $2,322,945 $4,471,156 $2,244,605 $6,715,761 40 2062 2063 $2,202,203 $2,381,328 $4,583,531 $2,301,019 $6,884,550 41 2063 2064 $2,257,274 $2,440,879 $4,698,153 $2,358,562 $7,056,715 42 2064 2065 $2,313,447 $2,501,621 $4,815,068 $2,417,256 $7,232,324 43 2065 2066 $2,370,743 $2,563,578 $4,934,322 $2,477,123 $7,411,445 44 2066 2067 $2,429,186 $2,626,774 $5,055,960 $2,538,188 $7,594,148 45 2067 2068 $2,488,797 $2,691,234 $5,180,031 $2,600,474 $7,780,505 46 2068 2069 $2,549,600 $2,756,983 $5,306,584 $2,664,006 $7,970,589 47 2069 2070 $2,611,620 $2,824,047 $5,435,667 $2,728,808 $8,164,475 48 2070 2071 $2,674,880 $2,892,453 $5,567,332 $2,794,906 $8,362,239 49 2071 2072 $2,739,405 $2,962,226 $5,701,631 $2,862,327 $8,563,958 50 2072 2073 $2,805,220 $3,033,395 $5,838,615 $2,931,096 $8,769,711 100% of Available Revenues:
$69,088,625 $74,708,246 $143,796,871 $72,188,756 $215,985,627 50-Year Present Value @ 6% $12,155,592 $13,144,319 $25,299,911 $12,701,035 $38,000,946 50% Contribution Scenario
$34,544,313 $37,354,123 $71,898,435 $36,094,378 $107,992,813 50-Year Present Value @ 6% $6,077,796 $6,572,160 $12,649,955 $6,350,518 $19,000,473 25% Contribution Scenario
$17,272,156 $18,677,061 $35,949,218 $18,047,189 $53,996,407 50-Year Present Value @ 6% $3,038,898 $3,286,080 $6,324,978 $3,175,259 $9,500,236 50-Year Nominal Total
Total County AB8
Fiscal Year Available
50-Year Nominal Total
50-Year Nominal Total
Total City AB8 Available Total City + County
Total City MVLF
Available Total City Available
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Modesto EIFD - Available Revenues by Category - McHenry ONLY 1 2023 2024 $7,056 $6,540 $13,596 $7,599 $21,194
2 2024 2025 $14,253 $13,210 $27,463 $15,349 $42,813
3 2025 2026 $21,594 $20,014 $41,608 $23,255 $64,863
4 2026 2027 $29,082 $26,955 $56,036 $31,319 $87,355
5 2027 2028 $71,614 $66,376 $137,990 $77,123 $215,112
6 2028 2029 $83,865 $77,731 $161,596 $90,316 $251,913
7 2029 2030 $96,437 $89,383 $185,820 $103,855 $289,675
8 2030 2031 $109,336 $101,340 $210,676 $117,747 $328,423 9 2031 2032 $122,572 $113,608 $236,180 $132,001 $368,181 10 2032 2033 $174,340 $161,589 $335,929 $187,751 $523,680 11 2033 2034 $189,038 $175,212 $364,249 $203,579 $567,828 12 2034 2035 $204,112 $189,184 $393,296 $219,813 $613,109 13 2035 2036 $219,573 $203,514 $423,086 $236,463 $659,549 14 2036 2037 $235,429 $218,210 $453,640 $253,539 $707,179 15 2037 2038 $251,691 $233,283 $484,974 $271,052 $756,025 16 2038 2039 $268,368 $248,740 $517,108 $289,011 $806,119 17 2039 2040 $285,470 $264,591 $550,061 $307,429 $857,490 18 2040 2041 $303,008 $280,846 $583,854 $326,316 $910,170 19 2041 2042 $320,992 $297,515 $618,507 $345,683 $964,190 20 2042 2043 $339,433 $314,607 $654,040 $365,543 $1,019,583 21 2043 2044 $358,342 $332,134 $690,475 $385,907 $1,076,382 22 2044 2045 $377,731 $350,104 $727,835 $406,787 $1,134,621 23 2045 2046 $397,610 $368,530 $766,140 $428,196 $1,194,336 24 2046 2047 $417,993 $387,422 $805,415 $450,146 $1,255,561 25 2047 2048 $438,891 $406,791 $845,682 $472,652 $1,318,334 26 2048 2049 $460,316 $426,650 $886,966 $495,725 $1,382,691 27 2049 2050 $482,282 $447,009 $929,291 $519,381 $1,448,672 28 2050 2051 $504,801 $467,881 $972,682 $543,632 $1,516,315 29 2051 2052 $527,887 $489,279 $1,017,166 $568,494 $1,585,660 30 2052 2053 $545,501 $505,604 $1,051,105 $587,462 $1,638,567 31 2053 2054 $563,467 $522,256 $1,085,723 $606,810 $1,692,533 32 2054 2055 $581,792 $539,241 $1,121,033 $626,545 $1,747,578 33 2055 2056 $600,484 $556,566 $1,157,049 $646,675 $1,803,724 34 2056 2057 $619,549 $574,237 $1,193,786 $667,207 $1,860,993 35 2057 2058 $638,996 $592,261 $1,231,257 $688,150 $1,919,407 36 2058 2059 $658,832 $610,646 $1,269,478 $709,511 $1,978,989 37 2059 2060 $679,064 $629,399 $1,308,463 $731,300 $2,039,764 38 2060 2061 $699,702 $648,527 $1,348,228 $753,525 $2,101,753 39 2061 2062 $720,751 $668,037 $1,388,789 $776,194 $2,164,983 40 2062 2063 $742,222 $687,938 $1,430,160 $799,316 $2,229,477 41 2063 2064 $764,123 $708,236 $1,472,359 $822,901 $2,295,260 42 2064 2065 $786,461 $728,941 $1,515,402 $846,958 $2,362,360 43 2065 2066 $809,246 $750,060 $1,559,306 $871,496 $2,430,802 44 2066 2067 $832,487 $771,601 $1,604,088 $896,524 $2,500,612 45 2067 2068 $856,193 $793,573 $1,649,765 $922,053 $2,571,819 46 2068 2069 $880,372 $815,984 $1,696,356 $948,093 $2,644,449 47 2069 2070 $905,036 $838,843 $1,743,879 $974,654 $2,718,533 48 2070 2071 $930,192 $862,160 $1,792,352 $1,001,745 $2,794,098 49 2071 2072 $955,852 $885,943 $1,841,795 $1,029,379 $2,871,174 50 2072 2073 $982,025 $910,202 $1,892,227 $1,057,565 $2,949,792 100% of Available Revenues:
$23,065,459 $21,378,503 $44,443,962 $24,839,725 $69,283,687 50-Year Present Value @ 6% $3,966,661 $3,676,548 $7,643,209 $4,271,788 $11,914,997 50% Contribution Scenario
$11,532,730 $10,689,252 $22,221,981 $12,419,863 $34,641,844 50-Year Present Value @ 6% $1,983,330 $1,838,274 $3,821,604 $2,135,894 $5,957,499 25% Contribution Scenario
$5,766,365 $5,344,626 $11,110,991 $6,209,931 $17,320,922 50-Year Present Value @ 6% $991,665 $919,137 $1,910,802 $1,067,947 $2,978,749 Fiscal Year
50-Year Nominal Total
50-Year Nominal Total
50-Year Nominal Total
Total City AB8 Available
Total City MVLF
Available Total City Available
Total County AB8
Available Total City + County
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Modesto EIFD - Available Revenues by Category - Kiernan ONLY 1 2023 2024 $9,279 $40,262 $49,541 $31,202 $80,744
2 2024 2025 $18,924 $82,109 $101,033 $63,634 $164,667
3 2025 2026 $28,945 $125,589 $154,535 $97,330 $251,865
4 2026 2027 $39,354 $170,751 $210,105 $132,330 $342,435 5 2027 2028 $50,161 $217,644 $267,805 $168,671 $436,476 6 2028 2029 $61,380 $266,319 $327,699 $206,394 $534,093 7 2029 2030 $89,905 $390,087 $479,992 $302,313 $782,305 8 2030 2031 $102,320 $443,951 $546,271 $344,057 $890,328 9 2031 2032 $115,189 $499,789 $614,978 $387,330 $1,002,308 10 2032 2033 $128,526 $557,658 $686,184 $432,178 $1,118,362 11 2033 2034 $142,345 $617,617 $759,962 $478,645 $1,238,607 12 2034 2035 $165,421 $717,738 $883,159 $556,238 $1,439,397 13 2035 2036 $180,420 $782,820 $963,240 $606,676 $1,569,916 14 2036 2037 $195,948 $850,193 $1,046,141 $658,889 $1,705,030 15 2037 2038 $212,019 $919,923 $1,131,942 $712,929 $1,844,870 16 2038 2039 $228,649 $992,076 $1,220,725 $768,847 $1,989,572 17 2039 2040 $245,853 $1,066,724 $1,312,576 $826,697 $2,139,274 18 2040 2041 $263,648 $1,143,935 $1,407,583 $886,535 $2,294,118 19 2041 2042 $282,051 $1,223,783 $1,505,833 $948,416 $2,454,250 20 2042 2043 $301,079 $1,306,342 $1,607,421 $1,012,398 $2,619,819 21 2043 2044 $307,952 $1,336,165 $1,644,117 $1,035,511 $2,679,629 22 2044 2045 $314,975 $1,366,634 $1,681,608 $1,059,124 $2,740,733 23 2045 2046 $322,149 $1,397,762 $1,719,911 $1,083,248 $2,803,159 24 2046 2047 $329,478 $1,429,563 $1,759,042 $1,107,894 $2,866,935 25 2047 2048 $336,966 $1,462,053 $1,799,019 $1,133,073 $2,932,092 26 2048 2049 $344,616 $1,495,245 $1,839,862 $1,158,796 $2,998,658 27 2049 2050 $352,432 $1,529,156 $1,881,587 $1,185,076 $3,066,664 28 2050 2051 $360,416 $1,563,799 $1,924,215 $1,211,925 $3,136,140 29 2051 2052 $368,573 $1,599,192 $1,967,765 $1,239,354 $3,207,119 30 2052 2053 $376,907 $1,635,350 $2,012,257 $1,267,376 $3,279,632 31 2053 2054 $384,733 $1,669,305 $2,054,038 $1,293,691 $3,347,728 32 2054 2055 $392,715 $1,703,940 $2,096,655 $1,320,532 $3,417,186 33 2055 2056 $400,857 $1,739,267 $2,140,124 $1,347,910 $3,488,034 34 2056 2057 $409,162 $1,775,301 $2,184,462 $1,375,836 $3,560,298 35 2057 2058 $417,633 $1,812,055 $2,229,688 $1,404,320 $3,634,008 36 2058 2059 $426,273 $1,849,544 $2,275,818 $1,433,374 $3,709,191 37 2059 2060 $435,086 $1,887,784 $2,322,870 $1,463,009 $3,785,879 38 2060 2061 $444,076 $1,926,788 $2,370,864 $1,493,236 $3,864,100 39 2061 2062 $453,245 $1,966,572 $2,419,817 $1,524,068 $3,943,885 40 2062 2063 $462,598 $2,007,152 $2,469,749 $1,555,517 $4,025,267 41 2063 2064 $472,137 $2,048,543 $2,520,680 $1,587,595 $4,108,276 42 2064 2065 $481,868 $2,090,762 $2,572,630 $1,620,314 $4,192,945 43 2065 2066 $491,793 $2,133,826 $2,625,619 $1,653,688 $4,279,307 44 2066 2067 $501,917 $2,177,751 $2,679,667 $1,687,729 $4,367,397 45 2067 2068 $512,243 $2,222,554 $2,734,797 $1,722,452 $4,457,248 46 2068 2069 $522,775 $2,268,254 $2,791,029 $1,757,868 $4,548,897 47 2069 2070 $533,518 $2,314,867 $2,848,385 $1,793,993 $4,642,378 48 2070 2071 $544,476 $2,362,413 $2,906,889 $1,830,840 $4,737,730 49 2071 2072 $555,654 $2,410,909 $2,966,563 $1,868,425 $4,834,988 50 2072 2073 $567,055 $2,460,376 $3,027,431 $1,906,760 $4,934,191 100% of Available Revenues:
$15,685,693 $68,058,191 $83,743,884 $52,744,242 $136,488,126 50-Year Present Value @ 6% $2,982,277 $12,939,712 $15,921,989 $10,028,114 $25,950,103 50% Contribution Scenario
$7,842,847 $34,029,095 $41,871,942 $26,372,121 $68,244,063 50-Year Present Value @ 6% $1,491,138 $6,469,856 $7,960,994 $5,014,057 $12,975,051 25% Contribution Scenario
$3,921,423 $17,014,548 $20,935,971 $13,186,061 $34,122,032 50-Year Present Value @ 6% $745,569 $3,234,928 $3,980,497 $2,507,029 $6,487,526 Fiscal Year
50-Year Nominal Total
50-Year Nominal Total
50-Year Nominal Total
Total City AB8 Available
Total City MVLF
Available Total City Available
Total County AB8
Available Total City + County
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Modesto EIFD - Available Revenues by Category - TOTAL All Areas 1 2023 2024 $46,756 $79,697 $126,453 $70,587 $197,039
2 2024 2025 $95,015 $162,187 $257,202 $143,595 $400,797 3 2025 2026 $144,817 $247,551 $392,368 $219,094 $611,462 4 2026 2027 $196,207 $335,870 $532,077 $297,153 $829,231 5 2027 2028 $392,824 $577,116 $969,940 $529,005 $1,498,946 6 2028 2029 $454,154 $678,086 $1,132,240 $619,481 $1,751,721 7 2029 2030 $534,297 $855,728 $1,390,024 $769,736 $2,159,760 8 2030 2031 $599,874 $965,086 $1,564,960 $867,442 $2,432,402 9 2031 2032 $667,493 $1,078,083 $1,745,576 $968,346 $2,713,923 10 2032 2033 $808,129 $1,265,608 $2,073,737 $1,147,864 $3,221,600 11 2033 2034 $881,418 $1,387,604 $2,269,022 $1,256,941 $3,525,963 12 2034 2035 $965,709 $1,551,592 $2,517,301 $1,398,980 $3,916,281 13 2035 2036 $1,043,716 $1,682,417 $2,726,133 $1,515,747 $4,241,880 14 2036 2037 $1,124,089 $1,817,460 $2,941,550 $1,636,223 $4,577,773 15 2037 2038 $1,206,893 $1,956,838 $3,163,731 $1,760,511 $4,924,242 16 2038 2039 $1,292,191 $2,100,670 $3,392,861 $1,888,714 $5,281,574 17 2039 2040 $1,380,051 $2,249,078 $3,629,129 $2,020,939 $5,650,067 18 2040 2041 $1,470,541 $2,402,188 $3,872,729 $2,157,295 $6,030,024 19 2041 2042 $1,563,731 $2,560,128 $4,123,860 $2,297,896 $6,421,756 20 2042 2043 $1,659,694 $2,723,031 $4,382,725 $2,442,856 $6,825,581 21 2043 2044 $1,745,705 $2,835,508 $4,581,213 $2,549,264 $7,130,476 22 2044 2045 $1,834,125 $2,951,000 $4,785,125 $2,658,548 $7,443,673 23 2045 2046 $1,925,016 $3,069,584 $4,994,600 $2,770,783 $7,765,383 24 2046 2047 $2,018,442 $3,191,336 $5,209,778 $2,886,042 $8,095,820 25 2047 2048 $2,114,468 $3,316,337 $5,430,804 $3,004,401 $8,435,205 26 2048 2049 $2,213,159 $3,444,666 $5,657,826 $3,125,938 $8,783,764 27 2049 2050 $2,314,586 $3,576,408 $5,890,994 $3,250,733 $9,141,727 28 2050 2051 $2,418,816 $3,711,648 $6,130,464 $3,378,868 $9,509,332 29 2051 2052 $2,525,923 $3,850,472 $6,376,394 $3,510,426 $9,886,821 30 2052 2053 $2,629,926 $3,987,360 $6,617,286 $3,638,975 $10,256,261 31 2053 2054 $2,700,895 $4,086,820 $6,787,715 $3,731,843 $10,519,559 32 2054 2055 $2,773,284 $4,188,269 $6,961,553 $3,826,569 $10,788,122 33 2055 2056 $2,847,121 $4,291,747 $7,138,868 $3,923,188 $11,062,056 34 2056 2057 $2,922,434 $4,397,295 $7,319,729 $4,021,741 $11,341,470 35 2057 2058 $2,999,254 $4,504,953 $7,504,207 $4,122,264 $11,626,471 36 2058 2059 $3,077,610 $4,614,765 $7,692,375 $4,224,797 $11,917,173 37 2059 2060 $3,157,534 $4,726,773 $7,884,306 $4,329,382 $12,213,688 38 2060 2061 $3,239,055 $4,841,021 $8,080,076 $4,436,058 $12,516,134 39 2061 2062 $3,322,207 $4,957,554 $8,279,762 $4,544,867 $12,824,629 40 2062 2063 $3,407,023 $5,076,418 $8,483,440 $4,655,853 $13,139,294 41 2063 2064 $3,493,534 $5,197,659 $8,691,193 $4,769,059 $13,460,251 42 2064 2065 $3,581,776 $5,321,325 $8,903,101 $4,884,528 $13,787,629 43 2065 2066 $3,671,783 $5,447,464 $9,119,246 $5,002,307 $14,121,553 44 2066 2067 $3,763,589 $5,576,126 $9,339,715 $5,122,442 $14,462,156 45 2067 2068 $3,857,232 $5,707,361 $9,564,593 $5,244,979 $14,809,572 46 2068 2069 $3,952,748 $5,841,221 $9,793,968 $5,369,967 $15,163,935 47 2069 2070 $4,050,174 $5,977,758 $10,027,931 $5,497,455 $15,525,386 48 2070 2071 $4,149,548 $6,117,025 $10,266,574 $5,627,492 $15,894,066 49 2071 2072 $4,250,910 $6,259,079 $10,509,989 $5,760,130 $16,270,119 50 2072 2073 $4,354,300 $6,403,973 $10,758,272 $5,895,421 $16,653,694 100% of Available Revenues:
$107,839,778 $164,144,940 $271,984,717 $149,772,723 $421,757,440 50-Year Present Value @ 6% $19,104,529 $29,760,579 $48,865,108 $27,000,938 $75,866,046 50% Contribution Scenario
$53,919,889 $82,072,470 $135,992,359 $74,886,362 $210,878,720 50-Year Present Value @ 6% $9,552,265 $14,880,290 $24,432,554 $13,500,469 $37,933,023 25% Contribution Scenario
$26,959,944 $41,036,235 $67,996,179 $37,443,181 $105,439,360 50-Year Present Value @ 6% $4,776,132 $7,440,145 $12,216,277 $6,750,234 $18,966,511 Fiscal Year
50-Year Nominal Total
50-Year Nominal Total
50-Year Nominal Total
Total City AB8 Available
Total City MVLF
Available Total City Available
Total County AB8
Available Total City + County
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Kosmont Companies
Mailing Address: 1601 N. Sepulveda Blvd., #382 (424) 297-1070 Physical Address: 1230 Rosecrans Ave., #630 Manhattan Beach, CA 90266 www.kosmont.com Manhattan Beach, CA 90266

Memorandum
To: City of Modesto, Community and Economic Development Bob Kimball, Marketing Specialist
Jorge T. Barrera, J.D., Economic Development Manager

From: Kosmont Companies
Joseph Dieguez, Senior Vice President
Fernando Sanchez, Vice President
Stephanie Ontiveros, Vice President
Date: July 14, 2022

Subject: Enhanced Infrastructure Financing District (EIFD) Feasibility Study Proposed Infrastructure Projects
I. BACKGROUND AND PURPOSE
Pursuant to Task 3 (Proposed Infrastructure Projects) of the Scope of Services under the Professional Services Agreement between the City of Modesto (“City”) and Kosmont Companies (“Kosmont”) for an Enhanced Infrastructure Financing District (“EIFD”) Feasibility Study, this Memorandum summarizes a preliminarily list of potential infrastructure projects to be funded with proceeds from a Tax Increment Financing (“TIF”) District, such as an EIFD, within the City (Task

3.1). This Memorandum additionally identifies potential complementary funding and financing sources to assist in funding the targeted projects (Task 3.2).

II. PRELIMINARY OUTLINE OF PROJECTS
The following categories of improvements have been identified as potential projects to be funded, at least in part, with TIF District proceeds (in no particular order):

Project Category Estimated Costs (where available)
1) Downtown
Master Plan
Supportive
Infrastructure
• $13.9M+ in roadway improvements in Transit Center Area • $11.3M+ in roadway improvements in Old Courthouse Block Area • $5.6M+ in roadway improvements in 10th Street Node Area • $10.7M+ in roadway improvements in West Modesto Node Area #6..
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• $62.4M+ in Streetscape and Active Transportation Improvements across Downtown (improves connectivity to Transit Center and Tuolumne River Regional Park)
• $16.7M+ in water infrastructure improvements across Downtown • $50M+ in open space and recreational infrastructure, including potential sports and entertainment venue
2) Housing Plan
Supportive
Infrastructure
• Potential water, stormwater, sewer, telecommunications, natural gas, and electricity infrastructure improvements across the various Housing Development Opportunity Sites (costs TBD) 3) Miscellaneous • McHenry Avenue utility undergrounding (costs TBD) • Various fire suppression line improvements (costs TBD) • Water line replacements / improvements citywide (costs TBD) • Various potential parks, parking, public safety, storm drainage, transportation, wastewater, and water improvements in the City’s Capital Improvement Program (CIP) that may be unfunded or only partially funded
This preliminary list has been informed by Kosmont review of various planning documentation outlined in Section III below and discussions between Kosmont and City staff, reflecting significant previous stakeholder discussions in the context of previous planning and analysis exercises, such as the Downtown Master Plan.

Very importantly, it is expected that the ultimate list of targeted projects to be funded, as identified in the governing documentation for a TIF District (e.g., EIFD Infrastructure Financing Plan, or “IFP”), would continue to be revised through the evaluation and district formation process. In Kosmont’s experience, revisions have occurred during the actual formation hearings. It is additionally important to recognize that the governing documentation, including targeted projects, may additionally be revised over time.

This Memorandum is intended to outline preliminarily proposed infrastructure projects as a foundation for continued evaluation throughout the District evaluation and potential formation process.

III. SUPPORTING INFORMATION FOR INITIAL PROPOSED PROJECTS Projects eligible for TIF District funding have been identified in various planning and feasibility analyses and related documentation, including various levels of corresponding environmental analysis:
a) Modesto Downtown Master Plan (August 2020)1
b) Draft Modesto Housing Plan (March 2022)
1 https://www.modestogov.com/DocumentCenter/View/15439/Downtown-Master-Plan-PDF?bidId= #6..
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c) Modesto Capital Improvement Program 2022/2023 through 2026/20272 TIF District funding is not envisioned at the only funding source for the identified projects, but rather one component of a larger funding and financing strategy. To this end, we are providing suggesting for potential complementary funding and financing sources.

IV. COMPLEMENTARY FUNDING AND FINANCING SOURCES
With or without TIF District implementation, the identified projects are well-suited to take advantage of other, complementary funding and financing tools, including:
a) Established impact fee programs
b) Overlapping special districts, such as Community Facilities Districts (“CFD”), where certain landowners are willing to approve additional special taxes on their properties to fund infrastructure improvements (and special taxes can be phased out as TIF district revenues grow)
c) State and federal grants
d) Sale or lease revenues from publicly owned properties e) Refinancing opportunities related to outstanding municipal debt (i.e., to general interest cost savings and/or near-term liquidity for revenue-generating economic development projects).

It is important to recognize that if the City did indeed pursue a TIF District, it would be able to leverage the TIF platform and its local funding commitment for increased priority / higher ranking for grant funding for these projects. These districts have been recognized explicitly by organizations such as the California Department of Housing and Community Development (“HCD”) as strong indications of a jurisdiction’s “pro-housing” or “pro-infrastructure” policy, exhibiting a local match for grant funds with long-term commitment via a special purpose entity (that can only fund housing and infrastructure by statute) and, in the ideal scenario, a partnership between multiple taxing entities, such as a city and a county. These types of commitments are interpreted by grant providers (and by potential private sector development and investment partners) as much stronger and “safer” than a simple general fund budget allocation, which can change as municipal administrations turnover (as has been evidenced time and time again).

To this end, Kosmont highlights below numerous specific grant programs that are well-suited as complementary funding for value capture implementation.

1. California Infill Infrastructure Grant (“IIG”)
The IIG program is administered by the California Department of Housing and Community Development (HCD). The purpose of the program is to provide grants as gap funding for infrastructure improvements required for specific residential or mixed-use infill development. 2 https://www.modestogov.com/ArchiveCenter/ViewFile/Item/3567 #6..
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Funds are allocated through a competitive process for public agencies, based on the merits of the individual infill projects and areas. Application selection criteria include housing density, project readiness, access to transit, proximity to amenities, and housing affordability. Historically, projects awarded have funded parks and open space, water, sewer, utilities, roadway, parking, transit linkages, sidewalks, streetscape and other related improvements.

Individual grants under this program can range up to $30 million in one application; however, a single project or area may receive up to $60 million over multiple cycles of the life of the IIG program. Eligible applicants for IIG funding for the Project would include a city, county, or a nonprofit or for-profit developer applying jointly with a city or county. Round 7 of this program was included in the Multifamily “Super NOFA” (Notice of Funding Availability) by California HCD with an application deadline of June 28, 2022. Subsequent rounds of funding are expected.

The Super NOFA also includes the Multifamily Housing Program (“MHP”) program by HCD, which offers low-interest, long-term deferred-payment loans for new construction, rehabilitation, and preservation of permanent and transitional rental housing for lower-income households.

2. California Affordable Housing and Sustainable Communities (“AHSC”) Grant The AHSC grant program is administered by the California Strategic Growth Council (SGC) and implemented by HCD (similar to IIG). AHSC funds land-use, housing, transportation, and land preservation projects to support infill and compact development that reduce greenhouse gas (GHG) emissions. Funding for the AHSC Program is provided from the Greenhouse Gas Reduction Fund (GGR”), an account established to receive Cap-and-Trade auction proceeds.

Projects eligible for funding include affordable housing developments, housing-related infrastructure, sustainable transportation infrastructure, transportation-related amenities, and certain program costs (e.g., transit ridership, workforce development partnerships).

AHSC provides grants and loans through a competitive application process, and no grant/loan award may exceed $30 million. Eligible applicants include any of the following:
• A locality, public housing authority, redevelopment successor agency, transit agency or transit operator, Regional Transportation Planning Agency (RTPA), local Transportation Commissions, Congestion Management Agencies, Joint Powers Authority (JPA), school district, facilities district, university or community college district • A developer or program operator
• A Federally Recognized Indian Tribe.

If a public agency has a financial or real property interest in the proposed project, the application must either include the public agency as a co-applicant or otherwise include a commitment to enter into a contractual agreement to develop the project, if it is awarded. The most recent application period for AHSC (Round 6) closed June 8, 2021. Round 7 is expected to be released October 2022.
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3. California Department of Transportation (CalTrans) – Active Transportation Program (ATP) Grants
• Eligible expenditures include biking and walking infrastructure and programs – community wide plans, active transportation projects with GHG reduction, safety enhancements, reduce childhood obesity, Safe Routes to Schools Program • Eligible applicants include cities, counties, transportation commissions, regional transportation planning agencies, metropolitan planning organizations (MPOs), school districts, and transit districts
• $250,000+ grants, no local match required, disadvantaged community preference (average award in 2019 was $4.4 million)
• Cycle 6 Call for Project is currently open, with a deadline for applications of June 15, 2022

4. CA State Transportation Agency (CTA) / Caltrans – Highway Safety Improvement Program (HSIP) Grants
• Federal aid program under FAST (2015) to reduce fatalities and serious injuries on all public roads – any public road or publicly owned bicycle or pedestrian pathway or trail • Local HSIP projects must be identified on the basis of crash experience, crash potential, crash rate, or other data-supported means
• Eligible applicants include cities and counties that can receive federal-aid highway funds • Awards of $100,000 to $10 million; 10% match requirement • HSIP Cycle 11 application due date is September 12, 2022.

5. CA Department of Parks and Recreation (DPR) – Prop 68 Grants • Various funding programs, including the Statewide Park Program (SPP) and Regional Park Program (RPP), for acquisition, development, expansion, or renovation of parks and open space
• Depending on the specific program, eligible applicants include cities, counties, district, joint powers authorities (JPAs), and nonprofits
• Award amounts depend on the program, but as an example, SPP grants range from $200,000 to $8.5 million per application (average award ~$4.1 million) • Application deadlines by program:
o Recreational Trails Program - April 7, 2022 (subsequent rounds expected) o Habitat Conservation Fund - April 7, 2022 (subsequent rounds expected) o Land and Water Conservation Fund – February 1, 2022 (subsequent rounds expected)
o Regional Parks Program –January 20, 2022 (subsequent rounds expected) o Rural Recreation and Tourism Program (RRT) – January 20, 2022 (subsequent rounds expected)
o Outdoor Equity Grants Program – October 8, 2021 (subsequent rounds expected) o Locally-Operated State Parks Program –August 31, 2021 (subsequent rounds expected)
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o Outdoor Recreation Legacy Partnership (ORLP) Program – June 18, 2021 (subsequent rounds expected)
o Statewide Park Program (SPP) - Round 4: $548.3 Million Available – March 12, 2021 (subsequent rounds expected)

6. U.S. Economic Development Administration (EDA) CARES Act Economic Adjustment Assistance (EAA) Grant
The EDA published an addendum to its fiscal year 2020 Public Works and Economic Adjustment Assistance (EAA) Notice of Funding Opportunity (“NOFO”) making $1.467 billion in Coronavirus Aid, Relief, and Economic Security (CARES) Act funding available to eligible grantees in communities impacted by the coronavirus pandemic.

Awards range from $100,000 to $30 million. Eligible projects to be funded include the construction of infrastructure, public works, or other facilities that will support economic recovery. Other eligible activities less relevant to the Project include, but are not limited to:
• Economic recovery planning
• Preparing technical assistance strategies to address economic dislocations caused by the pandemic
• Preparing, developing, or updating pandemic recovery and resilience strategies, including industry supply chain, cluster analyses, econometric analyses, diversification efforts, and travel and tourism-related marketing campaigns
• Implementing entrepreneurial support programs to diversify economies, including through Revolving Loan Funds or innovation grants
Eligible applicants include state and local governmental entities, institutions of higher education, not for-profit entities, and federally recognized tribes. There are no submission deadlines under this opportunity. Applications will be accepted on an ongoing basis until the publication of a new Notice of Funding Opportunity. Future funding allocations for this program are expected.

7. U.S. Department of Transportation: Reconnecting Communities Pilot Program - Planning Grants and Capital Construction Grants
• Deadline: October 13, 2022
• Amount:
o Planning grants are $100,000 to $2 million;
o Construction grants are $5 million to $100 million
• Match: Yes - Planning grants match is 20%; Capital construction grants are 50%. • Eligibility: States, local government, tribal government, MPO or nonprofit. • https://www.transportation.gov/grants/reconnecting-communities • Reconnecting Communities Pilot Program will restore community connectivity by removing, retrofitting, or mitigating highways or other transportation facilities that create barriers to community connectivity, including to mobility, access, or economic development.
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The Table below provides a high-level overview key characteristics for the grant programs identified.

Tool Estimated Funding
Capacity
Estimated Timing of
Funding
Process for
Implementation
1) IIG $2 to $30 million Pre-construction
(ideally shovel-ready)
Competitive application
(state level)
2) AHSC Grant $12 to $30 million Pre-construction
(ideally shovel-ready)
Competitive application
(state level)
3) CalTrans ATP
Grant $250K + Pre-construction (ideally shovel-ready)
Competitive application
(state level)
4) CTA /
Caltrans HSIP
Grant
$100K to $10 million Pre-construction
(ideally shovel-ready)
Competitive application
(state level)
5) CA Parks &
Recreation Prop
68 Grants
$200K to
$8.5 million +
Pre-construction
(ideally shovel-ready)
Competitive application
(state level)
6) EDA Cares
ACT EAA Grant $100K to $30 million Pre-construction (ideally shovel-ready) Competitive application
(federal level)
7) DOT
Reconnecting
Communities
$100K to $100 million Pre-construction
(ideally shovel-ready)
Competitive application
(federal level)

8. Federal Opportunity Zones (OZ)
While not strictly a funding or financing mechanisms that public agencies can deploy unilaterally, it is important to note that the EIFD study area has significant overlap with federally designated Opportunity Zone (OZ) census tracts.

OZs are census tracts that represent economically distressed communities where new investments may, under certain conditions, be eligible for preferential federal tax treatment and/or preferential consideration for federal grants and programs. The primary federal tax incentives available for OZs as of the time of this report are:
a) Capital Gains Tax Deferral: Can defer payment of federal taxes on the realized gains of the private sector investment into a qualifying business or real estate project as late as December 31, 2026;
b) Elimination of Taxes on Future Gains: If investment qualifies and is held in a qualifying investment for at least ten years, there is no requirement to pay federal capital gains taxes on any realized gains from the original investment.

There is currently draft legislation in discussion at the federal level to extend the timeframe for these potential incentives beyond the current 2026 deadline. #6..
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While local agencies such as the City cannot control the designation or the benefits of the OZ program, there is opportunity to align these geographic areas with local value capture mechanisms such as TIF districts, such that value creation incentivized by the OZ program can be “captured” locally and utilized to set aside funding for public amenities and other infrastructure with community benefit.

V. SOURCES, USES, AND POTENTIAL TIMING
While the total costs of the potential projects eligible for TIF funding exceeds the current estimates of TIF funding and financing capacity, it would be expected that the complementary sources identified herein, among others, would be pursued in parallel. Importantly, it has been demonstrated in other jurisdictions that a TIF district would improve a jurisdictions competitiveness for such complementary funding sources, particularly in the case of grants.

The exact phasing and timing of potential projects to be funded has not yet been identified by staff and the Consultant team. In many cases, this does not occur until even after a TIF district is formed. It is Kosmont’s expectation that complementary funding sources such as impact fees, grants, developer advanced funding, and overlapping CFDs would be potentially well-suited as initial sources of funding for early phase / near-term infrastructure projects. TIF District revenues would then be expected materialize as near-term / early phase private development occurs, generating new assessed property value within the TIF District and property tax increment funding capacity available for later phase / mid-term and long-term infrastructure improvements.

VI. NEXT STEPS
This Memorandum is intended to outline preliminarily proposed infrastructure projects as a foundation for continued evaluation throughout the District evaluation and potential formation process. This Memorandum additionally identifies potential complementary funding and financing sources which should additionally be considered and prioritized to assist in funding the targeted projects as evaluation and potential implementation move forward. #6..
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Kosmont Companies
Mailing Address: 1601 N. Sepulveda Blvd., #382 (424) 297-1070 Physical Address: 1230 Rosecrans Ave., #630 Manhattan Beach, CA 90266 www.kosmont.com Manhattan Beach, CA 90266

Memorandum
To: City of Modesto, Community and Economic Development Bob Kimball, Marketing Specialist
Jorge T. Barrera, J.D., Economic Development Manager

From: Kosmont Companies
Joseph Dieguez, Senior Vice President
Fernando Sanchez, Vice President
Stephanie Ontiveros, Vice President
Date: July 18, 2022

Subject: Enhanced Infrastructure Financing District (EIFD) Feasibility Study Next Steps for Implementation
I. BACKGROUND AND PURPOSE
Pursuant to Task 4 (Next Steps for Implementation) of the Scope of Services under the Professional Services Agreement between the City of Modesto (“City”) and Kosmont Companies (“Kosmont”) for an Enhanced Infrastructure Financing District (“EIFD”) Feasibility Study, this Memorandum summarizes potential next steps for implementation of an EIFD, including timing, administrative actions, and estimated budget.

II. EIFD FORMATION PROCESS AND TIMING
If the City desires to move forward with EIFD formation, there are a series of required steps as outlined in the table below, which includes an illustrative schedule of potential district formation milestones.

Formation of an EIFD would ideally occur prior to significant new development being completed and assessed for property value and property tax purposes, so that the value could indeed be “captured” by the EIFD, creating near-term funding capacity to fund targeted infrastructure and public improvement projects.
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Potential
Timing Task
Q3-Q4 2022 a) Conduct outreach / discussion among City staff and Council, County staff and Board of Supervisors, other relevant stakeholders
Q4 2022
b) Final determination of EIFD boundaries, tax increment contributions, targeted projects, governing Public Financing Authority (PFA) Board composition
Q4 2022 c) Participating taxing agencies adopt Resolution(s) of Intent (ROI) to form EIFD and formally establish PFA Board
Q1 2023 d) PFA directs the drafting of the Infrastructure Financing Plan (IFP) Q1 2023
e) Distribute draft IFP to property owners, affected taxing entities, City Council, County Board of Supervisors, planning commission, with corresponding projectrelated CEQA documentation Q1 2023 f) PFA holds an initial public meeting to present the draft IFP to the public and property owners
Q2 2023 g) PFA holds first “official” public hearing to hear written and oral comments but take no action (noticing must occur at least 30 days after “f”) Q2 2023 h) City Council / legislative bodies of other affected taxing entity contributing increment adopt resolution(s) approving IFP
Q2 2023 i) PFA holds second public hearing to hear additional comments and take action to modify or reject IFP or CRIA Plan (at least 30 days after “g”) Q3 2023
j) PFA holds third public hearing to consider oral and written protests and take action to terminate proceedings or adopt IFP and form the EIFD by resolution (at least 30 days after “j”)
Importantly, there is no formal vote required for EIFD formation (not a new tax). However, as noted in letter “j” above, landowners and residents within the EIFD have the opportunity to protest in writing or verbally at the third public hearing, if they object to the formation of the EIFD. There has not been a majority protest for any attempted EIFD formation so far in the state.

III. EIFD GOVERNING BOARD (PFA) COMPOSITION
The composition of the governing board of the EIFD, the Public Financing Authority (PFA), depends on the number of taxing entities allocation property tax increment to the EIFD. If the City were to implement an EIFD without participation from another taxing entity, the PFA would be comprised of three member of the City Council and two members of the public appointed by the City Council, for a total of five members.

There are no strict eligibility requirements for the public members, such as residence requirements (i.e., they are not required to required to live within the EIFD boundaries or even within the City). The process to appoint the public members is flexible under EIFD law. In #6..
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Kosmont’s experience, some City Councils choose to conduct an application process similar to other City boards and commissions. In other jurisdictions, the staff recommends specific individuals for City Council consideration, based on expertise in matters of economic development, public finance, infrastructure, or other related experience.

In the case of a multi-jurisdictional partnership, for example a situation where both the City and the County of Stanislaus (“County”) are allocating property tax increment to the EIFD, the membership is more flexible. The PFA is required to be at least five members (i.e., could be more), where the majority of the members are either members of the City Council or County Supervisors, and in at any case, there must be at least two members of the public appointed by either the City Council or the County Board of Supervisors.

In other City/County EIFD partnerships across the state, the typical membership has been five members, including two members of the City Council, one County Supervisor (typically the Supervisor who represents the subject district), one public member appointed by the City Council, and one public member appointed by the County Board of Supervisors.

IV. SINGLE EIFD VS. MULTIPLE EIFDS
The City would have the option to pursue EIFD implementation as a single, non-contiguous district including multiple areas of the City, or as multiple, separate EIFDs within the City. Each option has advantages and disadvantages as outlined in the table below.

TIF District
Implementation
Approach
Advantages Disadvantages
A) Single, NonContiguous
EIFD including
Multiple Areas
of the City
• More overall funding and
financing flexibility and
efficiency (e.g., ability to
utilize revenues generated in
one area to pay for
improvements in another
area, fixed costs of future
debt issuance could be
spread across the entire
EIFD)
• Ease of administration (e.g.,
coordinating governing PFA
hearings, mailing notices to
property owners and
residents within the District)
• Potential less transparent
nexus between funding
generated within one area
and improvements paid for
to benefit that specific area
• Potential lower feasibility to
achieve County
partnership and funding
“match” in the TIF District,
if County is only interested
in specific areas and not all
EIFD areas
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• Ability to utilize “sub-areas”
not authorized for EIFDs via
recent legislation, which
allows for greater
transparency for larger
EIFDs including multiple,
non-contiguous areas
B) Multiple
EIFDs within
Modesto
• More transparent nexus
between funding generated
within an area and
improvements paid for to
benefit that area
• Potential higher feasibility to
achieve County partnership
and funding “match” in the
TIF District, if County is only
interested in specific areas
and not all EIFD areas
• Less overall funding and
financing flexibility and
efficiency (e.g., ability to
utilize revenues generated
in one area to pay for
improvements in another
area, fixed costs of future
debt issuance could be
spread across Cities)
• More difficult
administration (e.g.,
coordinating governing
PFA hearings, mailing
notices to property owners
and residents within the
District)
In Kosmont’s experience, the largest cities in the state (e.g., with population of approximately 500,000 or more) that have implemented or evaluated EIFDs, such as Los Angeles, Sacramento, and San Diego have been inclined to pursue multiple EIFDs due to the very different communities and objectives for various neighborhoods within those cities. Smaller cities, including most cities in the state that have implemented or evaluated EIFDs, have been inclined to pursue single, noncontiguous EIFDs, largely due to ease of administration and funding flexibility.

V. FUTURE DEBT ISSUANCE(S)
For EIFDs that have already been formed in California, underwriters of municipal securities have proposed several approaches for the leverage of tax increment for debt issuances, for example:
a) Leverage of tax increment only, based on completed (or nearly completed) new development / growth;
b) Leverage of tax increment only, based on completed improvements plus near-term future development / growth;
c) Overlapping EIFD and Community Facilities District (“CFD”) – Owners/developers in a specific area must be willing to pay CFD special taxes in the short term (e.g., 5-10 years) until EIFD tax increment reaches a level to cover debt service; #6..
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d) Tax increment with City or County general fund backstop (i.e., utilizing public agency credit, revenues, and/or assets to improve access to capital, at the expense of greater general fund risk exposure).

There are advantages and disadvantages with each approach (e.g., upfront proceeds available, public agency risk, cost of capital), and any potential EIFD/CFD debt structuring would necessitate close collaboration with City and/or County finance staff and advisors.

Additional funding alternatives are available if private sector partners (e.g., landowners, developers, major employers) are willing to advance infrastructure funding in exchange for reimbursement from future EIFD revenues, as has been done in other California jurisdictions.

As with most special district financings, the process for a TIF district to issue debt (if debt is issued at all) is a separate undertaking, comprised of several major steps, which may vary based on specific financing structure:

1. Assemble financing team (e.g., municipal advisor, bond counsel, underwriter, appraiser, absorption study consultant)

2. Identify financing structure, key terms, gather information for credit package

3. Prepare bond documents, authorizing resolutions, other documents as appropriate (certifications, appraisal, absorption analysis, preliminary official statement – documentation may vary based on structure)

4. PFA adopts resolution approving bond documents, bond purchase contract, official statement, continuing disclosure agreements, etc.

5. Bond sale (negotiate pricing, finalize terms and official statement)

6. Bond closing (agreements executed and delivered, bond proceeds wired to PFA for projects, bonds released to purchaser(s).

It is estimated that the timing for such a debt issuance would be in the range of six (6) to nine (9) months
VI. ESTIMATED COSTS
The table below provides an estimated of potential costs to the City for formation of an EIFD. #6..
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Formation Task Estimated One-Time Costs
Economic consultant or municipal advisor for
preparation of Infrastructure Financing Plan
(IFP), financial / fiscal / bonding capacity
analyses, drafting of staff reports, public notices,
public meeting and hearing presentations
$75,000 to $100,000
Special counsel for review of resolutions, legal
opinions on structure
Optional (City Attorney’s office may
alternatively provide internally) - $25,000
to $75,000
Engineer / surveyor for preparation of map and
legal description
Optional (Public Works / Engineering staff
may alternatively provide internally) -
$35,000 to $65,000
County Clerk costs for mailing notices,
newspaper notices
Largely depends on size of the district,
number of property owners and residents
$2,500 to $10,000
Estimated Total Formation Costs $77,500 to $250,000
Ongoing administrative costs would be estimated between $20,000 and $40,000 for annual public hearing and reporting requirements, as well as any revenue calculation work by the County. This could be outsourced to economic consultant or municipal advisor or handled by City staff.

Costs for any future debt issuance(s) would largely be funded from the proceeds from such debt issuance(s).
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Prepared by:

Kosmont Companies
Enhanced Infrastructure
Financing District (EIFD)
Feasibility Analysis Summary
July 2022
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Outline
Communicating in a Digital World
2 1. Overview of TIF / EIFD

2. District Boundary and Strategic Considerations

3. Targeted Infrastructure

4. Potential Financing and Funding Plan

5. Next Steps
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Introduction and Background
3 • City is evaluating EIFD as a potential funding and financing tool for infrastructure in multiple opportunity site areas across the City (e.g., Downtown, Golf Course, Thurman Field, McHenry Avenue Corridor, Kiernan Business Park)
• Goal is to fund public projects and infrastructure to catalyze economic development (not adding a new tax)
• Greatest fiscal benefit would include County partnership (not a guarantee, requires negotiation) • Subject to feedback from City staff and Council, immediate next steps could include initial County outreach to determine viability for partnership
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4 $0M
$100M
$200M
$300M
$400M
$500M
$600M
0 5 10 15 20 25 30 35 40 45 50 55
Baseline Property Value
Property taxes continue to flow to City / County / Schools / Other Taxing Entities as normal New Property Value from
New Development / Rehabilitation
Available to TIF District
Years from District Formation
Assessed
Property Value
(A/V) within
TIF District
Boundaries
New Total
Value After
TIF District
Benefits all
Taxing Entities
Period of New
Development
Note: Illustrative. Conservative 2% growth of existing assessed value (A/V) shown; does not include mark-to-market increases associated with property sales.

What is Tax Increment Financing (TIF) –Not a New Tax
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5 Mechanics of TIF / EIFD
Private property
investment or new
development
Increased property
tax revenue from
new property value
Deposited in
separate EIFD
fund
Funds pay for public
improvements

NOT A NEW TAX
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EIFD Fundamentals
Communicating in a Digital World
6 45 years from first bond issuance Long Term
Districts
Governance Public Financing Authority (PFA) implements Infrastructure Financing Plan (IFP) Approvals Mandatory public hearings for formation with protest opportunity; no public vote Any property with useful life of 15+ years & of communitywide significance; purchase, construction, expansion, improvement, seismic retrofit, rehabilitation, and maintenance Eligible
Projects

NOT A NEW TAX
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Types of Projects EIFD Can Fund
Partial List
7 Roadway / Parking / Transit
Brownfield Remediation
Water / Sewer / Storm / Flood Parks / Open Space / Recreation Childcare Facilities & Libraries Affordable Housing
Broadband Small Business /
Nonprofit Facilities
Wildfire Prevention / Other
Climate Change Response
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Why are Public Agencies Authorizing EIFDs?
Communicating in a Digital World
8 1. Return on Investment: Private sector investment induced by district commitment accelerates growth of net fiscal revenues, job creation, housing production, essential infrastructure improvements

2. Ability to attract additional funds (“OPM”) – tax increment from other entities (county, special districts), federal / state grants / loans (e.g., for transit oriented development, water, housing, parks, remediation)
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TIF Districts in Progress
Statewide
(Partial List)
Fully Formed In Formation Process Under Evaluation
Jurisdiction Purpose
Azusa Housing and transit-supportive infrastructure
Brentwood Housing and transit-supportive infrastructure Buena Park Mall reimagination, housing-supportive infrastructure Carson + L.A. County Remediation, housing infrastructure, recreation Coachella Valley Association of Govts (CVAG) Cities Housing and transit-supportive infrastructure Covina Housing and transit-supportive infrastructure
El Cajon Housing and transit-supportive infrastructure
El Segundo + L.A. County Various infrastructure, regional connectivity Fairfield Housing and transit-supportive infrastructure Fontana Housing, mixed-use and industrial infrastructure Fresno Housing and transit-supportive infrastructure
Fresno County Industrial and commercial supportive infrastructure Humboldt County Coastal mixed-use & energy supportive infrastructure Indian Wells Housing and tourism-supportive infrastructure Imperial County Housing and greenfield infrastructure
La Verne + L.A. County Housing and transit-supportive infrastructure Long Beach (Multiple Districts) Housing and transit-supportive infrastructure Los Angeles (Downtown, San Pedro) Housing and transit-supportive infrastructure Los Angeles County Uninc. West Carson Housing / bio-science / tech infrastructure Madera County (3 Districts) Greenfield infrastructure (water / sewer) Modesto + Stanislaus County Housing, transit, recreation-supportive infrastructure Mount Shasta + Siskoyou County Rural Brownfield site mixed-use infrastructure Napa Housing and transit-supportive infrastructure
Oakland Affordable housing and housing-supportive infrastructure Ontario Housing and transit-supportive infrastructure
Palmdale + L.A. County Housing and transit-supportive infrastructure Pittsburg Housing and transit-supportive infrastructure Placentia + Orange County Housing and transit-supportive infrastructure Rancho Cucamonga Housing and transit-supportive infrastructure Redlands Housing and mixed-use supportive infrastructure Redondo Beach + L.A. County Parks / open space, recreation infrastructure Riverside Housing and transit-supportive infrastructure Sacramento County (Unincorporated) Industrial / commercial supportive infrastructure San Bernardino County (Unincorporated) Transit-supportive infrastructure San Jose Housing and transit-supportive infrastructure
Sanger Housing and commercial supportive infrastructure Santa Ana Housing and transit-supportive infrastructure South Gate Housing and transit-supportive infrastructure West Santa Ana Branch Transit Corridor Cities Housing and transit-supportive infrastructure Yucaipa Housing and transit-supportive infrastructure
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Map of EIFD Study Areas
10 Source: City of Modesto, Stanislaus County Auditor-Controller (2022) • Approx.1,795 acres (6.3% of Citywide acreage)
• Approx.$960M in existing assessed value (5.3%
of Citywide A/V)
• Areas positioned for future growth, adopted
plans, in need of catalytic infrastructure
Kiernan
Business Park
Downtown /
Golf Course /
Thurman Field
McHenry Ave.

Corridor
Area Acreage Existing AV
Downtown 909 AC $589M
McHenry Ave 447 AC $323M
Kiernan BP 515 AC $48M
Total 1,795 AC $960M
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11 Source: Modesto Downtown Master Plan (August 2020), Draft Modesto Housing Plan (March 2022), Modesto Capital Improvement Program 2022/2023 through 2026/2027 Potential Targeted Infrastructure Improvements
Preliminary List
• Even after district formation, additional projects could be prioritized in the future, based on future planning and study • Projects are often prioritized based on capacity to catalyze and support future development while delivering significant communitywide benefits
Potential Project
Categories Estimated Costs (where available)
1) Downtown Master
Plan Supportive
Infrastructure
• $13.9M+ in roadway improvements in Transit Center Area • $11.3M+ in roadway improvements in Old Courthouse Block Area • $5.6M+ in roadway improvements in 10th Street Node Area • $10.7M+ in roadway improvements in West Modesto Node Area • $62.4M+ in Streetscape and Active Transportation Improvements across Downtown (inc. transit / park connectivity) • $16.7M+ in water infrastructure improvements across Downtown • $50M+ in open space and recreational infrastructure
2) Housing Plan
Supportive
Infrastructure
• Potential water, stormwater, sewer, telecommunications, natural gas, and electricity infrastructure improvements across the various Housing Development Opportunity Sites (costs TBD) 3) Miscellaneous
• McHenry Avenue utility undergrounding (costs TBD)
• Kiernan Business Park Specific Plan public improvements • Various fire suppression line improvements (costs TBD) • Water line replacements / improvements citywide (costs TBD) • Various potential parks, parking, public safety, storm drainage, transportation, wastewater, and water improvements in the City’s Capital Improvement Program (CIP) that may be unfunded or only partially funded #6..
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12 Potential Partner Agencies
Property Tax Distribution
 Primary non-school recipients and potential
contributors of property tax are City of Modesto
and County of Stanislaus
 City share varies by area and averages ~10% of
every $1 collected in property taxes within the
EIFD Study Area
 City additionally receives equivalent of ~10% of
property tax in lieu of MVLF, also available to EIFD
 County share varies by area and averages ~11%
 County additionally receives equivalent of ~13%
of property tax in lieu of MVLF, also available to
EIFD, but not incorporated into this analysis to be
conservative
 School-related entities cannot participate
As counties tend to rely more heavily on property tax revenue sources generated by new development within incorporated jurisdictions, it is Kosmont’s experience that it is not reasonable to assume allocation of property tax in lieu of MVLF by the County. As cities benefit from additional non-property tax revenue sources (e.g., sales tax, transient occupancy tax) from new development, it is Kosmont’s experience that it is reasonable for cities to consider contributing property tax in lieu of MVLF.

Tax Rate Area (TRA) weighted average distributions for EIFD Study Area shown. Post-ERAF (Education Revenue Augmentation Fund) distribution.

Parcels within former Redevelopment Agency Project Areas are subject to RPTTF revenue flow until expiration of ROPS obligations of ~$53.4M anticipated in 2031.

Source: Stanislaus County Auditor Controller (2022)
City
9% County
11%
Other / School
Entities (not eligible)
80%
Weighted Average Property Tax Distribution
within EIFD Study Area
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13 Revenue and Bonding Capacity by
Revenue Allocation Scenario –Total All Areas
EIFD Revenue
Allocation Scenario
Year 5
Accumulated
Revenue +
Bonding
Capacity*
Year 10
Accumulated
Revenue +
Bonding
Capacity*
50-Year
Present-Value
@ 6%
Discount Rate
50-Year
Nominal
Total
A) City 25% $2,172,000 $6,593,000 $11,488,000 $64,168,000 B) City 50% $5,006,000 $13,849,000 $22,977,000 $128,335,000 C) City 25% + County 25% $3,966,000 $11,339,000 $18,967,000 $105,439,000 D) City 50% + County 50% $8,595,000 $23,341,000 $37,933,000 $210,879,000 City allocation includes allocation from both AB8 + MVLF in-lieu. County allocation does not include MVLF in-lieu. * Bonding capacity assumes Year 5 is first bond issuance for EIFD. “Year 5 means fifth year of revenue following district formation. Net proceeds shown. Bondable revenue assumes $25,000 admin charge, 125% debt service coverage. 6.0% interest rate; 30-year term. Proceeds net of 2% underwriter's discount, estimated reserve fund (maximum annual debt service), costs of issuance estimated at $350,000.

Source: Kosmont Transactions Services (KTS), registered municipal advisor. #6..
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14 Potential Cash Flow / Debt Issuance Approaches
• Kosmont Transactions Services is in active discussions with public finance underwriters regarding EIFD debt issuances in other jurisdictions
• Underwriters have proposed several approaches for the leverage of EIFD tax increment for accelerated debt issuance (e.g., 2-3 years from EIFD formation), for example:
a) EIFD increment only, based on completed (or nearly completed) improvements b) EIFD increment only, based on completed improvements PLUS near-term growth c) Overlapping EIFD and CFD (CFD Backstop) – landowners / developers must be willing to pay CFD special taxes in the short term (e.g., 5-10 years) until EIFD increment reaches a level to cover debt service
d) EIFD increment with City or County general fund backstop • There are advantages and disadvantages with each approach (e.g., upfront proceeds available, public agency risk, cost of capital)
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15 Private Sector Partnership Approaches
• Outside of debt issuance alternatives, certain other EIFDs have negotiated partnerships with private sector landowner / developer partners (e.g., Madera County EIFDs, Carson / L.A.

County EIFD)
• Private sector may be willing to advance infrastructure funding in exchange for reimbursement from EIFD proceeds
• Could be documented via Reimbursement Agreement, Development Agreement, other alternatives
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16 EIFDs work better with a City/County Partnership
Other Public Sources
 Cap-and-Trade / HCD grant & loan
programs (AHSC, IIG, TCC,CERF)
 Prop 68 parks & open space grants
 Prop 1 water/sewer funds
 Caltrans ATP / HSIP grants
 Federal EDA / DOT / EPA funding
 Federal ARPA, Invest Act, IIJ Act
Other Private Sources
 Development Agreement / impact fees
 Benefit assessments (e.g., contribution from CFD)
 Private investment
• Ideal strategy includes City and County partnership
• EIFDs which involve a City / County joint effort are more likely to win state grant funding sources • EIFDs explicitly increase scoring for CA state housing grants (e.g., IIG, AHSC, TCC) #6..
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17 Illustrative EIFD Formation Schedule
 Tax increment allocation begins fiscal year following district formation  Debt issuance, if desired, would occur after a stabilized level of tax increment has been established Target Date Task
Q3-Q4 2022 a) Conduct outreach / discussion among City staff and Council, County staff and Board of Supervisors, other relevant stakeholders
Q4 2022 b) Final determination of EIFD boundaries, tax increment contributions, targeted projects, governing Public Financing Authority (PFA) Board composition
Q4 2022 c) Participating taxing agencies adopt Resolution(s) of Intent (ROI) to form EIFD and formally establish PFA Board Q1 2023 d) PFA directs the drafting of the Infrastructure Financing Plan (IFP) Q1 2023 e) Distribute draft IFP to property owners, affected taxing entities, City Council, County Board of Supervisors, planning commission, with corresponding project-related CEQA documentation Q1 2023 f) PFA holds an initial public meeting to present the draft IFP to the public and property owners Q2 2023 g) PFA holds first “official” public hearing to hear written and oral comments but take no action (noticing must occur at least 30 days after “f”)
Q2 2023 h) City Council / legislative bodies of other affected taxing entity contributing increment adopt resolution(s) approving IFP
Q2 2023 i) PFA holds second public hearing to hear additional comments and take action to modify or reject IFP or CRIA Plan (at least 30 days after “g”)
Q3 2023 j) PFA holds third public hearing to consider oral and written protests and take action to terminate proceedings or adopt IFP and form the EIFD by resolution (at least 30 days after “j”) #6..
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18 Next Steps
• Receive and incorporate feedback from City staff and City Council • Refinement of assumptions accordingly (e.g., boundaries, targeted projects) • Discussion with potential partners (e.g., County) to determine feasibility for implementation and cooperation, “return on investment” / fiscal impact analysis for City and potential partners • Pursue district formation to establish base year for incremental value growth as soon as feasible (first action would be City/County adoption of a Resolution of Intent) • Pursue opportunities for external funding sources (e.g., IIG and AHSC grants), ideally under joint City/County EIFD platform for greater priority
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19 THANK YOU
Questions?
Kosmont Companies
1601 N. Sepulveda Blvd. #382 Manhattan Beach, CA 90266
Ph: (424) 297-1070 | Fax: (424) 286-4632
www.kosmont.com
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Disclaimer
20 The analyses, projections, assumptions, rates of return, and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Project pro forma and tax analyses are projections only.Actual results may differ from those expressed in this analysis.

Municipal Advisory activities are conducted through Kosmont Companies’ affiliate, Kosmont Transaction Services, which is Registered as a Municipal Advisor with the SEC and MSRB. #6..
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Communicating in a Digital World
21 Appendix
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Public Financing Authority (PFA) Members
Communicating in a Digital World
22 • City-Only EIFD Scenario: PFA consist of five members, including, three members of the City Council and two members of the public appointed by the City Council • If partnering with other taxing entity (e.g., City / County): PFA consist of five members, including two members of the City Council, one member of the County Board of Supervisors, one public member appointed by the City Council, and one public member appointed by the County • Public member appointment is flexible (e.g., open application process versus specific recommendations by staff / Council)
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23 EIFD versus Former Redevelopment Agencies
Sample of Differences
Former RDAs EIFDs
Eligible Use of Funds • Infrastructure and affordable
housing
• Market-rate housing
• Land clearing and parcel assembly
• Tax and other private business /
developer subsidies
• Public infrastructure (e.g., roads,
sewers, open space, utilities)
• Affordable housing
Eminent Domain /
Condemnation
• Allowed • Not allowed
Eligible Areas • Must qualify as “blighted” • No “blight” finding required Governance • City Council or County Board
• School entity participation
• Public Financing Authority including
Public Members (no school entities)
Formation • Vote of governing body • 3 public hearings, majority protest opportunity
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EIFDs as a Component of the Economic Development
and Public Financing Toolkit
Communicating in a Digital World
24 • There are advantages / disadvantages to EIFD compared to other mechanisms, such as general obligation (GO) bonds, lease revenue bonds / COPs, Mello-Roos Community Facilities District (CFD) financing, assessment districts, and other tools
• Advantages of EIFD include no encumbrance of existing city/county resources, can attract tax increment contributions from other taxing entities, increased priority for grant funding, ability to demonstrate commitment to multiple infrastructure (and/or affordable housing) projects to catalyze private sector development, capacity to fund maintenance, no additional taxes to property owners / residents / businesses, and ease of voter approval • Disadvantages of EIFD include lack of comparable financings thus far, statutory vs. constitutional authority to issue debt, and subordination to redevelopment successor agency obligations • Advantages of EIFD vs. Other CA TIF Tools (e.g., CRIA, IFD, IRFD, AHA, SIFD) include flexibility in delineating project areas, capacity to dedicate property tax in lieu of MVLF, district duration, and governing board composition and corresponding implications for taxing entity partnership • Complementary Tool: EIFD should not be considered a replacement for other useful financing mechanisms, but rather a complementary tool; other jurisdictions have been successful in utilizing EIFD as well as other tools for different projects within the same community
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Comparison of TIF/EIFD and Other Tools
Communicating in a Digital World
25 District Type Description Revenue
Source
Approval
Structure
Use of
Funds
TIF (e.g. EIFD, CRIA,

IFD, IRFD)
Incremental property tax
revenues from new
development used to fund
local infrastructure.

Max term is 45 years from
approval to issue debt.

Incremental (new
development) property tax
revenues (incl. VLF) – does not
increase taxes
District formation – No vote,
but majority protest
opportunity by landowners
and registered voters
Bond issuance – None
• Infrastructure of regional or
communitywide significance
• Maintenance
• Affordable housing
Mello-Roos Community
Facilities District (CFD)
and/or Assessment
District
Additional assessment or
“special tax” used to fund
infrastructure / services that
benefit property.

Max term is 40 years from
date of debt issuance.

New property assessment or
tax – appears as separate line
item on tax bill
District formation – 2/3 vote of
landowners or registered
voters in district*
Bond issuance – vote of elected
body (City)
• Infrastructure capital
expenditures of benefit to
landowners
• Maintenance
• Public services (e.g. safety,
programs)
General Obligation Voter-approved debt that is
repaid with “override” to 1%
tax levy; City-wide
Direct property tax levied on
all properties at same millage
rate
2/3 vote of registered voters in
entire City
• In accordance with bond
plebiscite
Lease Revenue / COPs General Fund-supported
borrowing, generally utilizing
City-owned assets to be
leased and leased back
General Fund (or other legally
available revenues as
determined by City)
Vote of elected body (City) • In accordance with bond
authorization
 Potential funding strategy can utilize MULTIPLE mechanisms * For CFD formation, a vote of registered voters within the district boundary is required if 12 or more registered voters live therein (otherwise a vote of landowners prorated by acreage). #6..
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26 Future Development Assumptions – Downtown
Absorption Assumed over 30 Years
Note: AV at buildout values in current 2022 dollars..

Source: City of Modesto Downtown Master Plan, discussion with Economic Development and Planning staff, CoStar (2022) Area # Units / SF Estimated
AV Factor
Estimated
Total AV at Buildout
Community Recreational Infrastructure TBD TBD $75 million Rental Residential 1,250 units $250,000 per unit $313 million Hotel 250 rooms $225,000 per room $56 million
Commercial / Retail 250,000 SF $225 PSF $56 million
Office 740,000 SF $195 PSF $144 million
Industrial / Flex 582,000 SF $145 PSF $84 million
Total New Development Assumed within EIFD Study Area $729 million #6..
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27 Future Development Assumptions –McHenry Ave Corridor Absorption Assumed over 30 Years
Note: AV at buildout values in current 2022 dollars..

Source: City of Modesto General Plan and Zoning Code, discussion with Economic Development and Planning staff, CoStar (2022) Area # SF or Units Estimated
AV Factor
Estimated
Total AV at Buildout
Rental Residential 300 units $250,000 per unit $75 million Hotel 125 rooms $225,000 per room $28 million
Industrial / Flex 175,000 SF $145 PSF $25 million
Total New Development Assumed within EIFD Study Area $129 million #6..
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28 Future Development Assumptions – Kiernan Business Park Absorption Assumed over 30 Years
Area # SF or Units Estimated
AV Factor
Estimated
Total AV at Buildout
For-sale Residential 600 units $500,000 per unit $300 million Rental Residential 1,000 units $250,000 per unit $250 million Hotel 200 rooms $225,000 per room $45 million
Commercial / Retail 75,000 SF $225 PSF $17 million
Office 100,000 SF $195 PSF $20 million
Industrial / Flex 175,000 SF $145 PSF $25 million
Total New Development Assumed within EIFD Study Area $657 million Note: AV at buildout values in current 2022 dollars..

Source: City of Modesto Kiernan Business Park Specific Plan, discussion with Economic Development and Planning staff, CoStar (2022) #6..
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29 Revenue and Bonding Capacity by
Revenue Allocation Scenario – Downtown Only
EIFD Revenue
Allocation Scenario
Year 5
Accumulated
Revenue +
Bonding
Capacity*
Year 10
Accumulated
Revenue +
Bonding
Capacity*
50-Year
Present-Value
@ 6%
Discount Rate
50-Year
Nominal
Total
A) City 25% $1,052,000 $3,300,000 $6,325,000 $35,949,000 B) City 50% $2,765,000 $7,261,000 $12,650,000 $71,898,000 C) City 25% + County 25% $1,912,000 $5,288,000 $9,500,000 $53,996,000 D) City 50% + County 50% $4,486,000 $11,239,000 $19,000,000 $107,993,000 City allocation includes allocation from both AB8 + MVLF in-lieu. County allocation does not include MVLF in-lieu. * Bonding capacity assumes Year 5 is first bond issuance for EIFD. “Year 5 means fifth year of revenue following district formation. Net proceeds shown. Bondable revenue assumes $25,000 admin charge, 125% debt service coverage. 6.0% interest rate; 30-year term. Proceeds net of 2% underwriter's discount, estimated reserve fund (maximum annual debt service), costs of issuance estimated at $350,000.

Source: Kosmont Transactions Services (KTS), registered municipal advisor. #6..
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30 Revenue and Bonding Capacity by
Revenue Allocation Scenario –McHenry Only
EIFD Revenue
Allocation Scenario
Year 5
Accumulated
Revenue +
Bonding
Capacity*
Year 10
Accumulated
Revenue +
Bonding
Capacity*
50-Year
Present-Value
@ 6%
Discount Rate
50-Year
Nominal
Total
A) City 25% $69,000 $529,000 $1,911,000 $11,111,000
B) City 50% $165,000 $1,719,000 $3,822,000 $22,222,000
C) City 25% + County 25% $108,000 $1,194,000 $2,979,000 $17,321,000 D) City 50% + County 50% $628,000 $3,051,000 $5,957,000 $34,642,000 City allocation includes allocation from both AB8 + MVLF in-lieu. County allocation does not include MVLF in-lieu. * Bonding capacity assumes Year 5 is first bond issuance for EIFD. “Year 5 means fifth year of revenue following district formation. Net proceeds shown. Bondable revenue assumes $25,000 admin charge, 125% debt service coverage. 6.0% interest rate; 30-year term. Proceeds net of 2% underwriter's discount, estimated reserve fund (maximum annual debt service), costs of issuance estimated at $350,000.

Source: Kosmont Transactions Services (KTS), registered municipal advisor. #6..
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31 Revenue and Bonding Capacity by
Revenue Allocation Scenario – Kiernan Only
EIFD Revenue
Allocation Scenario
Year 5
Accumulated
Revenue +
Bonding
Capacity*
Year 10
Accumulated
Revenue +
Bonding
Capacity*
50-Year
Present-Value
@ 6%
Discount Rate
50-Year
Nominal
Total
A) City 25% $160,000 $1,441,000 $3,253,000 $17,107,000
B) City 50% $751,000 $3,544,000 $6,505,000 $34,215,000
C) City 25% + County 25% $747,000 $3,532,000 $6,488,000 $34,122,000 D) City 50% + County 50% $2,156,000 $7,727,000 $12,975,000 $68,244,000 City allocation includes allocation from both AB8 + MVLF in-lieu. County allocation does not include MVLF in-lieu. * Bonding capacity assumes Year 5 is first bond issuance for EIFD. “Year 5 means fifth year of revenue following district formation. Net proceeds shown. Bondable revenue assumes $25,000 admin charge, 125% debt service coverage. 6.0% interest rate; 30-year term. Proceeds net of 2% underwriter's discount, estimated reserve fund (maximum annual debt service), costs of issuance estimated at $350,000.

Source: Kosmont Transactions Services (KTS), registered municipal advisor. #6..
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32 Kosmont Proposed Work Plan for EIFD Formation
1) Stakeholder Outreach and Resolution of Intention
2) Fiscal and Economic Impact Analysis
3) Infrastructure Financing Plan (IFP) Preparation
4) IFP Approval and EIFD Formation Hearings
Estimated budget of $62,500 (not to exceed)
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AGREEMENT TRANSMITTAL SHEET
Subject of Agreement:

Vendor Name: Division:

Contact Person: Extension:

Attorney Reviewer Name:

The attached agreement is the final agreement approved by Council on and pulled from Unity for routing via DocuSign.

The attached agreement is the final version approved through the under $50,000 Unity Workflow review and pulled from Unity for routing via DocuSign.

PINS Approval Business License
Council Agenda Report 700 Form (for Consultants)
Signed or Unsigned Resolution W-9
Council Meeting Minutes (Only if unsigned
Resolution is provided)
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB

ENHANCED INFRASTRUCTURE FINANCING DISTRICT (EIFD) FEASABILITY STUDY
Economic
Development
Erica Hunt
X
X
X
X
75270
Alex Mog
Kosmont Companies, LLC
Enter Council Date
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CITY OF MODESTO PROFESSIONAL SERVICES AGREEMENT
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 Kosmont & Associates, Inc., a California corporation, doing business as “Kosmont Companies,” hereinafter referred to as "Consultant."
This Agreement is made with regard to the following recitals:

A. The City has determined that a Feasibility Study should be prepared for the City to assist it in assessing the merit of establishing an Enhanced Infrastructure Financing District (EIFD).

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 DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB 8th February
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performed by Consultant, unless terminated earlier in accordance with the provisions of the termination clause in this Agreement.

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 FORTY-NINE THOUSAND, SEVEN HUNDRED THIRTY-FOUR AND 00/100 DOLLARS ($49,734.00) as full remuneration for performing all services and furnishing all staffing and materials called for in Exhibit "A" and for performance by Consultant of all of its duties and obligations under this Agreement.

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

All work to be performed under this Agreement shall be billed at the 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, reimbursable costs paid by Consultant in connection with work performed on this project.

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 DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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contemplated by this Agreement. Consultant further warrants that it will follow the best current, generally accepted and professional practices to make findings, render opinions, prepare factual presentations, and provide professional advice and recommendations regarding this project.

5. PERFORMANCE BY KEY EMPLOYEE.

Consultant has represented to City that JOSEPH DIEGUEZ, SENIOR VICE PRESIDENT, 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 fifty percent (50%) or more of the time to be devoted to the project that is the subject of this Agreement will be that of the abovenamed person.

6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

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 DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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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.

9. AMENDMENTS.

10. INDEPENDENT CONTRACTOR.

All acts of Consultant, its agents, officers, and employees and all others DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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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 shall determine the method, details and means of performing the work and services to be provided by Consultant under this Agreement. Consultant shall be responsible to City only for the requirements and results specified in this Agreement, and, except as expressly provided in this Agreement, shall not be subjected to City's control with respect to the physical action or activities of the Consultant in fulfillment of this Agreement. Consultant has control over the manner and means of performing the services under this Agreement. Consultant is permitted to provide services to others during the same period service is provided to City under this Agreement. If necessary, Consultant has the responsibility for employing other persons or firms to assist Consultant in fulfilling the terms and obligations under this Agreement.

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.

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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.

11. ASSIGNMENT.

Neither this Agreement nor any portion thereof shall be subcontracted or assigned without the express prior written consent of the City in each and every instance.

12. PATENT/COPYRIGHT MATERIALS.

13. NOTICES.

Any and all notices permitted or required to be given hereunder shall be deemed duly given and effective (a) upon actual delivery, if delivery is by hand; or (b) five (5) days after delivery into the United States mail if delivery is by postage paid registered or certified (return receipt requested) mail. Each such notice shall be sent to the parties at the address respectively indicated below or to any other address as the respective parties may designate from time to time.

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FOR Consultant:

Name: Kosmont Companies
Mailing Address: 1601 N. Sepulveda Blvd., #382, Manhattan Beach, CA 90266
Attention: Larry J. Kosmont
Phone: (424) 297-1070
FOR CITY:

Name: City of Modesto, Economic Development Division
Address: 1010 Tenth St., Suite 3300, Modesto CA 95354
Attention: Robert Kimball
Phone: (209) 571-5540

14. INSURANCE REQUIREMENTS.

The Consultant shall provide at its own expense and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the City as may be required by the Risk Manager of the City. The policies or certificates thereof shall provide that, thirty (30) days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the City by certified mail, return receipt requested, for all of the following stated insurance policies. (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 $1,000,000 for property damage or $1,000,000 combined single limit. If commercial general liability insurance or other form with a general DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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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 per-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. (c) Automobile Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and $1,000,000 property damage or $1,000,000 combined single limit. This insurance shall cover any automobile for bodily injury and property damage.
(d) Professional Liability (Errors and Omissions) Insurance with limits not less than $1,000,000 per claim, $2,000,000 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 the obligations of the Consultant concerning indemnification. The City, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation and Professional Liability. CONSULTANT shall provide CITY with separate endorsements evidencing proof of the CITY’s additional insured status as to both the DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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general liability and automobile liability insurance policies. 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. In addition, CONSULTANT shall provide CITY with a Workers Compensation subrogation waiver by way of a separate endorsement. 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.

All endorsements referenced above must include the applicable policy number.

15. TERMINATION OF AGREEMENT.

Termination by City for Convenience
TheCitymay also terminate theConsultant's performance underthe Agreement, eitherin whole orin part, at its own discretion, or when conditions encountered duringtheWork make it impossible orimpracticable to proceed, or when theCityis prevented fromproceedingwith the Agreement by act of God, by law, or by official action of a public authority, or upon a determination by the City that DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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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. TheCityshall provide no lessthan 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.

Termination by City for Lack of Budgeted Funds
The City may terminate this Agreement effective July 1 of any given year upon the City's determination to not appropriate sufficient funds for this Agreement for the ensuing fiscal year. In such event City shall give Consultant not less than 30 days written notice of termination.

Termination by City for Change of Consultant's Tax Status If City determines that Consultant does not meet the requirements of federal and state tax laws for independent contractor status, City may terminate this Agreement by giving written notice to Consultant. The termination date shall be the effective date of the notice.

Post-Termination Procedures
If this Agreement is terminated pursuant to this Section, Consultant shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subconsultants and agents are notified of such termination and act as specified in the notice of termination;
b. Terminate all orders and Subcontractors except as necessary to complete any portion of the Work that is not terminated; c. If directed in writing by the City to do so, assign all right, title and interest in subcontracts and materialsin progress to City, in which case the City will have the right at its discretion to settle, or DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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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 mayhave been accumulated by the Consultant in performing the Work whether completed or in process; e. Settle outstanding liabilities and claims, subject to the approval of City;
f. Complete performance of such part of the Work as has not been terminated;
g. Take such other actions as may be necessary, or as may be directed by the City for the protection and preservation of the Work and/or property related to the Work;
h. If City so requests, and at City's cost, Consultant shall provide sufficient oral or written status reports to make City reasonably aware of the status of Consultant's work on the project. i. The Consultant understands and agrees that City may, in City's sole discretion, refuse to pay Consultant for that portion of Consultant's services which were performed by Consultant on the project prior to the termination date and which remain unacceptable and/or not useful to City as of the termination date.

City will pay Consultant an amount based on the percentage of satisfactory DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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work completed in accordance with the notice of termination. If the Agreement is terminated pursuant to the subparagraph entitled Termination by City for Default of Consultant, Consultant understands and agrees that City may, in City's sole discretion, refuse to pay Consultant for that portion of Consultant's services which were performed by Consultant on the project prior to the termination date and which remain unacceptable and/or not useful to City as of the termination date. 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.

16. CERTIFIED PAYROLL REQUIREMENT.

17. INDEMNITY.

The Consultant shall hold the City, its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any act or omission of Consultant.

18. 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.

19. PARTIAL INVALIDITY.

20. WAIVER.

21. AUDIT.

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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.

22. GOVERNING LAW.

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

23. HEADINGS NOT CONTROLLING.

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

24. 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.

25. CITY BUSINESS LICENSE.

Consultant shall have a City of Modesto business license.

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 on the day of 22, and Kosmont Companies has caused this Agreement to be duly executed in duplicate as of the Effective Date.

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EXHIBIT A: PROJECT REQUIREMENTS AND PROPOSAL
Attached under separate cover:

INF 22-02 EIFD-Feasibility-Study.pdf – Scope of Work
Kosmont EIFD Proposal to Modesto (INF 22-02) – VF.pdf
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EXHIBIT B: BILLING RATES
KOSMONT COMPANIES 2022 FEE SCHEDULE
Professional Services
Chairman & CEO
President
Senior Vice President/Senior Advisor
Vice President
$395.00 / hour
$365.00 / hour
$325.00 / hour
$225.00 / hour
Senior Project Analyst
Project Analyst/Project Research
Assistant Project Analyst/Assistant Project
Manager
Project Promotion/Graphics/GIS Mapping
Services
Clerical Support
$195.00 / hour
$165.00 / hour
$125.00 / hour
$ 95.00 / hour
$ 70.00 / hour
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CITY OF MODESTO,
a municipal corporation
BY: ____________________________
JOSEPH P. LOPEZ, City Manager
ATTEST:
(Seal)
BY: ____________________________
DANA SANCHEZ, Interim City Clerk
________________________________
BY: ____________________________
By _____________________________
Name Title
BY: ____________________________
By _____________________________
Name Title
APPROVED AS TO FORM:

BY: ____________________________
JOSE M. SANCHEZ, City Attorney
APPROVED AS TO FORM:

BY: ____________________________
CHRISTINA D. ALGER
Director of Human Resources (Risk)
Federal ID # ___________
* Corporations - signature of two (2) officers
required or one (1) officer plus corporate seal.

Partnership - signature of a partner required Sole
Proprietorship - signature of proprietor
required
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB Kosmont Companies, LLC
Larry J. Kosmont CEO
95-4257431
Ken K. Hira President
2/8/2022
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CITY OF MODESTO
REQUEST FOR PROPOSALS INF 22-02
FOR

ENHANCED INFRASTRUCTURE FINANCING DISTRICT (EIFD) FEASIBILITY STUDY PROPOSAL OPENING: Friday, November 12, 2021 at 4:30 P.M.

CITY OF MODESTO CONTACT: Robert Kimball, Marketing Specialist, Economic Development E-MAIL ADDRESS: [email protected]
PHONE: (209) 571-5540
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2 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02

TABLE OF CONTENTS
NOTICE TO PROPOSERS ..................................................................................................... 3 Introduction ....................................................................................................................... 4 Project Goals ...................................................................................................................... 5 Scope of Work .................................................................................................................... 5 Task 1 – Identify Potential Boundaries and Initial Screening Criteria. ....................................... 5 Task 2 – Tax Increment Analysis. ......................................................................................... 6 Task 3 – Identify Infrastructure Needs. ................................................................................. 7 Task 4 – Next Steps for Implementation. .............................................................................. 7 Task 5 – Study Results. ....................................................................................................... 8 REQUIRED INFORMATION AND FORMAT OF SUBMITTALS ..................................................... 8 GENERAL INFORMATION ..................................................................................................... 9 ELECTRONIC PAYMENT INFORMATION ............................................................................... 10 INSTRUCTIONS AND QUESTIONS ....................................................................................... 11 PROPOSAL SCHEDULE ....................................................................................................... 11 CONSULTANT AGREEMENT & INSURANCE REQUIREMENTS .................................................. 12 PROPOSAL SUBMISSION CHECKLIST ................................................................................... 13 PROPOSAL ACKNOWLEDGEMENT ........................................................................................ 14 PRICING SCHEDULE ........................................................................................................... 16 EXCEPTIONS, CLARIFICATIONS, AMENDMENTS ................................................................... 17 REFERENCES ..................................................................................................................... 18 FINANCIAL INTEREST DISCLOSURE .................................................................................... 20 COMPANY HISTORY STATEMENT ........................................................................................ 23 ADDENDA ACKNOWLEDGEMENT ......................................................................................... 24 ATTACHMENT 1: OPPORTUNITY AREA/SITE MAP ................................................................. 25 ATTACHMENT 2: CITY OF MODESTO AMENDED 1995 GENERAL PLAN ................................... 26 ATTACHMENT 3: INSURANCE INFORMATION....................................................................... 27 ATTACHMENT 4: SAMPLE PROFESSIONAL SERVICES AGREEMENT ........................................ 29 DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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3 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 REQUEST FOR PROPOSALS INF 22-02

PROFESSIONAL SERVICES

CITY OF MODESTO

EIFD FEASIBILITY STUDY

NOTICE TO PROPOSERS
The City of Modesto is inviting qualified firms to submit written proposals for Professional Services to perform an Enhanced Infrastructure Financing District (EIFD) feasibility study to determine how the City may utilize this Tax Increment Financing (TIF) tool to finance downtown and transit-oriented development, affordable housing, and other City economic development goals.

Each proposal shall be submitted to the City of Modesto Economic Development Division no later than 4:30 PM Pacific Time, November 12, 2021.

Proposals shall be submitted electronically via email to Robert Kimball, Economic Development Marketing Specialist at [email protected] and should reference in the subject line, EIFD FEASIBILITY STUDY RFP (INF 22-02). Please follow up with a phone call to Robert at (209) 571-5540 to ensure receipt. Email time stamp will be considered time of receipt.

Proposals shall be received by email prior to the time indicated. Any proposal received at or after said time and/or date, cannot be considered. The City of Modesto assumes no responsibility for delay in the delivery of the proposal.

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

No proposer may withdraw his/her proposal for a period of one-hundred twenty (120) days after the date set for the opening thereof.

Addenda will be posted on the City’s PlanetBids portal along with the RFP. Access the City of Modesto PlanetBids portal from:
https://www.modestogov.com/257/Contracting-Bid-Opportunities Prospective proposers must check the website for addenda or other relevant new information during the response period. The City is not responsible for the failure of any prospective proposer to receive such addenda. All addenda so issued shall become a part of this Request for Proposal. In addition, any questions submitted (due by 4:30 PM, October 15, 2021) shall be posted on the City of Modesto’s PlanetBids portal.

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4 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 Introduction
The City of Modesto is a balanced industrial-commercial-residential city with a strong jobs base and affordable quality of life. The City is a regional hub for food and beverage manufacturing, distribution, healthcare, retail and hospitality in the Northern San Joaquin Valley. The City, together with the County of Stanislaus is developing tourism branding and marketing as a regional destination and as an access gateway to Yosemite and the Sierras. The City has an approved Downtown Master Plan and is beginning a major General Plan Update. The City’s Transit Center will be upgraded as Modesto joins the ACE (Altamont Corridor Express) Rail commuter line at the end of 2022, connecting it with Stockton, Sacramento, BART (Bay Area Rapid Transit) and the Bay Area. Modesto has eleven Federal Opportunity Zones including most of the area under consideration for this feasibility study.

The City believes the property in and around its Downtown, the Transit Center and the adjacent Tuolumne River Regional Park area has good potential for revitalization and development supporting a growing population and is interested in accelerating that development by making necessary infrastructure investments. The City is seeking professional guidance on ways to accelerate economic development in the study area while maintaining a balance with quality of life.

The City of Modesto Economic Development Division is seeking proposals from qualified consultant(s) with expertise in identifying potential EIFD projects, financing and potential district boundaries, engaging with the County for potential participation and next steps.

The Consultant shall have a proven ability to assess a City’s current conditions and demonstrate knowledge of current State and County regulations as it applies to the creation of an EIFD.

The City anticipates the feasibility study be completed and ready for Council consideration within six (6) months from execution of the consultant contract. Documents are to be prepared in a format that is clear, concise, and easy to read and be graphically driven, user-friendly documents that will take advantage of current technology to the extent reasonably and practically possible. Project value is estimated to be less than $50,000.

All proposals will be compared on the basis of understanding the scope of work to be performed, methods and procedures to be used, management, personnel and experience, and consultation and coordination with the City of Modesto.

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5 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 Project Goals

1. Support the Downtown Master plan
(https://www.modestogov.com/2404/Downtown-Master-Plan), adding housing, commercial and quality of life amenities including open space and a sports stadium, and expanding downtown development to the west across the railway and the 99 freeway, and to and around the Tuolumne River Regional Park.

2. Improve connectivity to the Transit Center to increase transit ridership within Modesto and take advantage of ACE Rail service particularly among long-distance commuters.

3. Support and implement sustainable development principles.

Scope of Work
This project will require careful coordination, frequent communication and collaboration with City staff, and a unified team. It is the desire of the City to complete the entire process within six months. The Project Manager will maintain regular communication with the City’s Economic Development Division to monitor and review project progress ensuring key milestones are being met.

Task 1 – Identify Potential Boundaries and Initial Screening Criteria.

1.1 Determine boundary scenarios. Identify potential boundaries to study for preliminary screening of eligibility for an EIFD. Chosen boundaries should meet wellaccepted, publicly available criteria.

Deliverables: Maps and written descriptions of a variety of boundary scenarios for consideration of an EIFD and concise written explanation for development of boundaries.

1.2 Initial Screening. Using data available from City of Modesto GIS, Stanislaus County GIS, ArcGIS and/or other publicly available data sources, prepare a matrix of primary screening criteria, including, but not limited to:
 Current zoning and density in project area (including consideration of anticipated zoning from land use planning updates underway)  Project location and infrastructure needs
 Potential infrastructure financing solutions (property tax capture rate, eligibility for grant funding, etc.)
 Whether the proposed EIFD boundaries overlap a former California Redevelopment Project Area
 Economic Development potential (planned projects, existing parcel values, etc.)  Technical screening; determine any former RDA project areas, existing ROPs obligations or other bond/financing obligations, EIFD Successor Agency DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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6 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 Prerequisites, etc.

Deliverable: Matrix showing screening variables for each boundary scenario.

1.3 Strategic considerations. Identify quantitative and qualitative factors affecting feasibility, which may include:
 Market statistics
 Land ownership (public/private)
 Proposed developments
 Anticipated infrastructure investments (public transit, grant-funded projects, etc.) Use the data to make final recommendations for which boundary scenario(s) should continue into the next phase of analysis as well as determining whether an EIFD district should be studied. If other forms of benefit assessment district are appropriate (Community Facilities District, BID, etc.) identify those.

Deliverable: Market and future investment analysis
Task 2 – Tax Increment Analysis.

This task is focused on determining a range of tax increment or other benefit assessment district funds which could be generated upon formation of a district.

2.1 Revenue Generation. Key assumptions for the revenue generation analysis include:
 Analysis of potential boundary scenarios and potential assessment districts.  Taxing entity proportional shares should be current (redevelopment era shares were pre-ERAF) and come from County Auditor-Controller.  For TIF districts, include one set of revenues projections with both County and City participation and one set with only City participation in tax increment.  Project revenues at the 10, 20, 30 and 45-year timeframe.  Provide some “But/For analysis,” i.e., is it likely that the proposed infrastructure projects would not produce the subsequent growth in development without the EIFD.
 Is the project viable without contributions from other taxing entities? Revenue generation assumptions should also meet any EIFD criteria and policies adopted by the Stanislaus County Board of Supervisors.

2.2 Bonding capacity. For each scenario, determine the bonding capacity of the TIF/assessment revenue assuming that the governing authority bonds against the future proceeds.

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7 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 Deliverables: Tax increment revenue and present value analysis Task 3 – Identify Infrastructure Needs.

3.1. Identify infrastructure and community development investments.

Working with the City/County, the consultant shall determine a range of infrastructure and community development projects/programs, consistent with the regulations for any assessment district, which could make up the funding plan for the EIFD district(s).

The projects shall include estimated funding needs whenever available.

While the City has begun the process of updating its General Plan, the 1995 adopted Plan and associated Elements and Amendments should be used as references in the process of identifying projects and boundaries.

Deliverable: Summary of potential infrastructure and community investment projects, with an estimated range of costs.

3.2 Identify other funding sources. In the event that the total desired investment exceeds the net revenues generated by the EIFD/special assessment district, the consultant shall identify other funding sources that could be leveraged by the EIFD district(s), including grants, special district fees, development impact fees, and other public funding sources including incentive programs, funding sources (including regional, State, and Federal infrastructure funding sources), and/or financing structures and other strategies as may be applicable.

Deliverable: Summary memo providing a rough order of magnitude funding plan for the EIFD district(s), inclusive of projects, project costs and potential funding sources.

Task 4 – Next Steps for Implementation.

Consultant shall prepare a summary memo outlining next steps for implementation, a timeline, and a budget for the implementation activities. The memo should include recommendations for the make-up of a Public Financing Authority if districting is recommended and identify other factors such as CEQA considerations and community engagement. The memo should function as a realistic action plan for moving forward.

Deliverable: Next Steps Summary Memo
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8 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 Task 5 – Study Results.

Deliverables:
 One (1) electronic copy of all documents (PDF and Word/Excel Versions).  Ten (10) bound hard-copies and one (1) unbound camera-ready copy of Study results.

REQUIRED INFORMATION AND FORMAT OF SUBMITTALS
In order to be considered for selection, the responding individuals or firms shall submit a proposal using the following criteria as a minimum, which shall be evaluated by representatives from the City of Modesto:

1. Letter of Introduction
a. A letter of introduction signed by a Principal or Senior Officer of the organization.
b. The firm(s) shall state why it believes it is qualified to provide the services described in this Request for Proposal (RFP).
c. If submitting as a team, note which team member is the prime consultant or lead joint venture partner (if applicable). The City intends to contract with a single firm, not multiple firms doing business as a joint venture. d. Include the name and resume of the individual leading the team. 2) Firm Information and Qualifications
a) Number of years the firm(s) has been in business.
b) Location of principal office that will be responsible for the implementation of this contract, and the distance from the City of Modesto.
c) List company and individual team members experience in providing similar services. Resumes for each team member shall be provided as well as recent and pertinent references, contact names, telephone numbers and addresses.

2. Scope of Work. (Up to 5 pages)
Provide a statement demonstrating your firm’s or team’s ability to accomplish the scope of services in a thorough manner to meet needs of the City. Specifically, cite recent and relevant experience in completing similar projects. Summarize the approach, activities and timeline that best reflect the firm’s understanding of the scope of work and technical capabilities.

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9 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02

3. COST - Professional Services Fees
a. Provide a proposal of the total fees proposed for this work and a listing of other estimated direct costs using Attachment 5: Fee Schedule. b. Provide a listing of hourly rates for service. Provide a matrix describing the allocation of hours assigned for each major work task and the personnel or contractor assigned to accomplish each task.
c. Add 15% as a separate contingency budget for unexpected work requests.

4. References
a. Provide at least three municipal client references for Enhanced Infrastructure Finance District feasibility study engagements, using the form in Attachment 6: References.

GENERAL INFORMATION
Respondents are asked to submit one electronic copy of their proposal by email. The proposal should be in sufficient detail to allow for a thorough evaluation and comparative analysis. The proposal should include, at a minimum, the following information in sectionalized format addressing all phases of the work in the requested scope of work.

Please provide a fee estimate, on a task-by-task basis including extra meeting costs if required. The proposal shall include a spreadsheet identifying personnel, hourly rates, and project responsibilities and estimated amount of time expected for each task, expressed in staff-hours. The proposed budget is to be presented as not-to-exceed, with all overhead/expenses included in the figure. The consultant should outline the terms of payment, based on monthly billings to the City. The costs shall be presented in a format that allows identification of total costs for the completion of an EIFD Feasibility Study.

Proposer will bear all cost of preparing and submitting the proposal.

By submitting a proposal, each consultant represents that it has thoroughly examined and become familiar with the work required under this RFP and that it is capable for performing quality work to achieve the stated objectives of City.

City shall not be liable for any pre-contractual expenses incurred by consultants in the preparation of proposal. Pre-contractual expenses shall not be included in the fee proposal.

The City of Modesto reserves the right to reject any of the proposals, to select more than one consultant, and/or accept that proposal or portion of a proposal which will, in its opinion, best serve the public interest.

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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10 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02

ELECTRONIC PAYMENT INFORMATION
The City of Modesto provides an Epay Program which involves payment of invoices by a secure Visa account number assigned to the supplier after award of bid or contract.

Notification of payments and required invoice information is issued to the supplier’s designated Accounts Receivable contact by email remittance advice at time of payment.

During the evaluation process preference may be shown to proposers that agree to accept Epay for payment of invoices. Please indicate on the Pricing Schedule whether or not your company will accept the City’s Epay Program.

Invoice to: City of Modesto
Attn: Accounts Payable
P.O. Box 642
Modesto, CA 95353
Email to: [email protected]
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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11 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02

INSTRUCTIONS AND QUESTIONS
All questions regarding these specifications, terms, and conditions shall be submitted to Robert Kimball, Economic Development Marketing Specialist, via email at [email protected]. Questions must be submitted by 4:30 PM, October 1, 2021.

Questions and responses will be made available to all potential proposers on the City of Modesto PlanetBids portal.

PROPOSAL SCHEDULE
RFP Posting Date .......................................... September 29, 2021 Questions Due .............................................. October 15, 2021, 4:30 PM Response to Questions .................................. October 22, 2021 Proposal Due (Opening) Date ........................ November 12, 2021, 4:30 PM Interviews (if necessary, as deemed by City) . November 19, 2021 Select Consultant .......................................... November 2021 * Council Approval/Award ............................... December 2021 * * Dates are estimates and are subject to change.

NOTE: Upon receipt of proposals, the City may elect to shortlist firms.

Interviews will only be conducted with the shortlisted firms if the City determines that additional information is needed to make a selection. The City reserves the right to select a successful firm without conducting any interviews.

Information must be furnished in compliance with the terms, conditions, provisions and specifications of the RFP. The information requested and the manner of submission is essential to permit prompt evaluation of all proposals on a fair and uniform basis.

Accordingly, the City reserves the right to declare as non-responsive and reject any proposal in which material information requested is not furnished or where indirect or incomplete answers or information are provided.

Faxed or mailed proposals will not be accepted. Late proposals will not be accepted.

Any proposals received subsequent to the date and hour set forth herein, because of delayed delivery or any other reason, will not be considered by the City.

The City reserves the right to reject any or all proposals received, to negotiate with qualified firms, or to cancel the request for proposals in part or in its entirety without DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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12 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 explanation to the proposers.

The City of Modesto reserves the right to revise or amend the request for proposal up to the due date of proposals. Such revisions and amendments, if any, shall be announced by addenda to this solicitation on the City of Modesto PlanetBids portal. It is the prospective bidder’s responsibility to review the portal for updates, addenda, responses to questions and any other relevant information posted by the City. If the changes are substantive, the date set for closing the proposal period and award of contract may be extended.

CONSULTANT AGREEMENT & INSURANCE REQUIREMENTS
The selected firm shall enter into an agreement with the City, which requires insurance to be maintained in force at all times during the performance of the work and/or duration of the contract.

Please refer to Attachment 3: Insurance Information and Attachment 4: Sample Professional Services Agreement.

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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13 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 REQUEST FOR PROPOSALS INF 22-02

PROFESSIONAL SERVICES CITY OF MODESTO

EIFD FEASIBILITY STUDY

PROPOSAL SUBMISSION CHECKLIST
The bidder shall provide a complete bid no later than the Proposal Due Date (page 11).

Failure to provide all the required documents may cause the bid to be considered nonresponsive.

COMPLETE BID Reference Page No.

Scope of Work Proposal ............................................................................................ 5 Proposal Acknowledgement (Signature) ................................................................ 14 Pricing Schedule (Signature) ................................................................................ 16 Exceptions, Clarifications, Amendments (if applicable) .............................................. 17 References ............................................................................................................ 18 Financial Interest Disclosure Form (Signature) ...................................................... 20 Company History Statement including Financial Statements ..................................... 23 Addenda Acknowledgement Page (if applicable) ..................................................... 24 DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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14 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02

PROPOSAL ACKNOWLEDGEMENT
REQUEST FOR PROPOSAL AND SPECIFICATIONS NO. INF 22-02

EIFD FEASIBILITY STUDY
The City is soliciting proposals from qualified proposers to furnish its requirements per the specifications, terms and conditions contained in the above referenced proposal number. This Proposal Acknowledgement must be completed, signed by a responsible officer or employee, dated and submitted with the proposal response. Obligations assumed by such signature must be fulfilled.

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

2. Failure to Submit Proposal: If you are not submitting a proposal but want to remain on the mailing list and receive future proposals, complete, sign and return this Proposal Acknowledgement and state the reason you are not pricing.

3. Taxes and Freight Charges: (a) Unless otherwise required and specified in the RFP, the prices quoted herein do not include Sales, Use or other taxes. (b) No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or for any other purpose, except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal. (c) Amount paid for transportation of property to the City is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping paper shows the consignee as one (1) of the Agencies; as such papers may be accepted by the carrier as proof of the exempt character of the shipment. (d) Articles sold to the Agencies are exempt from certain Federal excise taxes. The Agencies will furnish an exemption certificate.

4. Award: (a) Unless otherwise specified by the proposer or the RFP gives notice of an all-or-none award, the City may accept any item or group of items of any proposal. (b) Proposals are subject to acceptance at any time within thirty (30) days of opening, unless otherwise specified in the RFP. (c) A valid, written purchase order mailed, or otherwise furnished, to the successful proposer within the time for acceptance specified results in a binding contract without further action by either party. The contract shall be interpreted, construed and given effect in all respects according to the laws of the State of California.

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

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

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

8. Discounts: (a) Terms of less than ten (10) days for cash discount will be considered as net. (b) In connection with any discount offered, time will be computed from date of complete, satisfactory delivery of the supplies, equipment or services specified in the RFP, or from date correct invoices are received by the City at the billing address specified, if the latter date is later than the date of delivery. Payment is deemed to be made, for the purpose of earning the discount, on the date of mailing the City’s check.

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

10. No Guarantee or Warranty: The City makes no guarantee or warranty as to the condition, completeness or safety of any material or equipment that may be traded in on this order.

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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15 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 THE undersigned acknowledges receipt of the referenced RFP and/or Addenda and offers and agrees to furnish the articles and/or services specified on behalf of the proposer indicated below, in accordance with the specifications, terms and conditions of this RFP and Proposal Acknowledgement, for the pricing indicated on the Pricing Schedule.

Firm:

Address:

City/State/Zip:

Signature/Title/Date:

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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16 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02

PRICING SCHEDULE
REQUEST FOR PROPOSAL NO. INF 22-02

EIFD FEASIBILITY STUDY
REQUIRED SERVICES Unit Price
Professional Services Fees for performance and delivery of Tasks 1-5 TOTAL
Additional Services (Please specify)

Will proposer accept the City’s Epay Payment Program? Please check one: Yes ____ No ____ Information regarding the program is provided in GENERAL INFORMATION – ELECTRONIC PAYMENT INFORMATION, PAGE 10.

City Business License No. __________ Expiration Date: __________ THE undersigned acknowledges receipt of the referenced RFP and/or Addenda and offers and agrees to furnish the articles and/or services specified on behalf of the proposer indicated below, in accordance with the specifications, terms and conditions of this RFP and Proposal Acknowledgement, for the pricing indicated on the Fee Schedule.

Company Name (Proposer):

By (Person Submitting Proposal):

Print
By Person Submitting Proposal):
(Signature)
Title of Person Submitting Proposal:

Business Address
(City/State/Zip):

Email Address:

Telephone Number:

Fax Number:

Date:

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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17 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02

EXCEPTIONS, CLARIFICATIONS, AMENDMENTS
REQUEST FOR PROPOSAL AND SPECIFICATIONS NO. INF 22-02

EIFD FEASIBILITY STUDY
Exceptions, Clarifications, Amendments
List requests for proposal clarifications and exceptions below, if any, sign and submit with your proposal response.

Item No. Reference To: Description
Page No. Paragraph No.

Company Name (Proposer):

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18 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02

REFERENCES
REQUEST FOR PROPOSAL AND SPECIFICATIONS NO. INF 22-02

References shall have similar volume and requirements to those outlined in these specifications, terms and conditions. Proposer’s failing to provide references shall be deemed unacceptable.

The City may contact some or all of the references provided in order to determine the Proposers’ performance record on services similar to that described in this proposal. The City reserves the right to contact references other than those provided in the response and to use the information gained from them in the award process.

Company Name:

Address:

City, State, Zip Code:

Contact Person:

Email Address:

Telephone Number:

Type of Business:

Date of Service:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code:

Contact Person:

Email Address:

Telephone Number:

Type of Business:

Date of Service:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:

Telephone Number:

Type of Business:

Date of Service:

Annual Contract Value $
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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19 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:

Telephone Number:

Type of Business:

Date of Service:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:

Telephone Number:

Type of Business:

Date of Service:

Annual Contract Value $
Company Name (Proposer):

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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20 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02

FINANCIAL INTEREST DISCLOSURE
REQUEST FOR PROPOSAL AND SPECIFICATIONS NO. INF 22-02

EIFD FEASIBILITY STUDY

FINANCIAL INTEREST DISCLOSURE

REQUIRED DISCLOSURE BEGINNING THE COUNCIL MEETING
OF JANUARY 7, 2003
The ordinance requiring financial interest disclosure by all parties having a direct or indirect interest of $2,000 or more (except for certain publicly traded companies) will be effective at the Council meeting of January 7, 2003.

This means that any Council action on a contract, agreement or development right must be accompanied by a FINANCIAL INTEREST DISCLOSURE FORM listing by name all parties that have a material financial interest in the agreement, contract or development right.

PLEASE NOTE, any Council action that requires a FINANCIAL INTEREST DISCLOSURE cannot be considered by the City Council until the required reporting is made. That means that Agenda Items without the DISCLOSURE will be removed from the Council Agenda.

All persons included within the meaning of either of the following tests have a material financial interest in an agreement, or application for development rights, submitted for approval or disapproval by the City Council, and shall be identified by the applicant, by name.

Tests of Materiality:

1. Whether it is foreseeable to a reasonable person that the value of their interest in property available for use by an applicant, or their interest in the applicant itself, may increase or decrease by an amount greater than $2,000.00 as a direct or indirect result of Council action on the applicant’s agreement or application for development rights.

2. Whether it is foreseeable to a reasonable person that the person’s gross income from the applicant may increase or decrease by a sum greater than $2,000.00 as a direct or indirect result of Council action on the agreement or application for development rights.

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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21 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 It is the legal obligation of all applicants for approval of an agreement or of an application for development rights to verify in writing, under penalty of perjury, that the identity of each person having a material financial interest in the agreement or application or development rights is true, correct and complete. The applicant understands that this information is provided under penalty of perjury, and that intentionally supplying misinformation or deception may result in either invalidation of the agreement or application, or criminal prosecution for misdemeanor violation of the Modesto Municipal Code, or both. Negligent provision of misinformation shall be grounds for invalidation. In accordance with the Modesto Municipal Code, each applicant has a continuing obligation to maintain the truth, accuracy and completeness of the financial interest disclosure information provided below until after final consideration by the City Council of any matter arising out of or relating to the agreement or application.

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

COMPANY NAME: ____________________________________________________

APPLICANT’S NAME (SIGNATURE): __________________________________

__________________________________
APPLICANT’S NAME/TITLE (PRINT):
__________________________________
Applicable Names: DATE:
(See attached list)
Questions concerning the application of either test to particular facts should be resolved in advance of Council action by agreement with the department head recommending approval of its agreement/application.

DIRECTOR
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22 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02

FINANCIAL INTEREST DISCLOSURE
COMPANY NAME: __________________________________________ NAMES
Signature / Print:

Signature / Print:

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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23 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02

COMPANY HISTORY STATEMENT
REQUEST FOR PROPOSAL AND SPECIFICATIONS NO. INF 22-02

EIFD FEASIBILITY STUDY
Your company shall have been in business for a minimum of three (3) continuous years (immediately prior to the time of the RFP submittal date) providing the types of services requested in this RFP.

The company history statement shall be prepared on company letterhead and provided with the proposal submittal. State whether your organization is an individual proprietorship, partnership, corporation, or private nonprofit organization, and the date your company or organization was formed or incorporated. Provide a statement as to any judgment, litigations, licensing violations, or other violations, outstanding or resolved, against your company in the past five (5) years.

MINIMUM QUALIFICATIONS
Minimum Qualifications are mandatory for proposal consideration, and at a minimum shall include the following:

Financial Stability (Provided electronically as a separate file or package):

Proposers shall submit a copy of their company’s most recent professionally prepared Financial Statements (Income Statement and Balance Sheet). These statements, if un-audited, shall be accompanied by a cover letter that states the name and title of the preparer, the basis of the financial statement presentation (cash or accrual) and whether these statements have been prepared in accordance with Generally Accepted Accounting Principles for the most recent fiscal year end of the proposer. Audited financial statements shall be submitted in their entirety, including the auditor’s opinion and notes to the financial statements.

A separate document shall be provided and signed under penalty of perjury by the proposer’s financial officer or owner that explains the proposer’s inability to provide statements for a fiscal period that ended at least eight (8) months before the required date of submittal, if such inability exists.

One complete set of Financial Statements shall be submitted electronically, as a separate file or package attachment along with the proposal document. The Financial Statements file or package may be password-protected. If the proposer is selected, the password must be provided.

The file or package should be titled:

FINANCIALS-NAME OF PROPOSER-INF22-02
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24 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02

ADDENDA ACKNOWLEDGEMENT
REQUEST FOR PROPOSAL AND SPECIFICATIONS NO. INF 22-02

EIFD FEASIBILITY STUDY
The bidder shall check the RFB listing on the City or PlanetBid website, periodically, and in any event, no later than the day prior to bid opening to obtain any addenda information. The changes identified in the addenda modify this request for bid and specifications. The addenda now become a part of this request for bid and specifications. Signing the Bid on the signature portion thereof, the bidder is acknowledging that the bidder has confirmed that he or she has received all addenda issued for this request for bid and specifications, and has included costs for such in the bid submitted. Failure to list and acknowledge all addenda numbers may cause the bid to be considered nonresponsive. Do not attach any of the addenda to this sheet nor include them with the bid.

This document is only required to be returned should addenda have been issued.

The Bid is submitted with respect to the changes to the request for bid and specifications included in addenda numbers:

LIST ALL ADDENDA
NUMBERS:_____________________________________________________ Company Name (Bidder):

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25 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 ATTACHMENT 1: OPPORTUNITY AREA/SITE MAP
To be developed.

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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26 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 ATTACHMENT 2: CITY OF MODESTO AMENDED 1995 GENERAL PLAN Due to the size of this set of documents, the City requests that you view and access it through the City of Modesto website: 1995 General Plan
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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27 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 ATTACHMENT 3: INSURANCE INFORMATION
Applies to professionals including but not limited to architects, engineers, consultants, attorneys and accountants.

A. Workers' Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000.

B. General Liability - insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. The insurance shall indicate on the certificate of insurance the following coverage and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent contractors and subcontractors; products and completed operations; and/or professional liability.

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 $2,000,000 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 CONTRACTOR shall promptly obtain a new policy, submit the same to Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of the CONTRACTOR 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 CONTRACTOR to obtain and/or maintain DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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28 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 any required insurance shall not relieve the CONTRACTOR from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the CONTRACTOR 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.

The CONTRACTOR'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.

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

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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29 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 ATTACHMENT 4: SAMPLE PROFESSIONAL SERVICES AGREEMENT

STANDARD AGREEMENT

FOR CONSULTANT SERVICES
THIS AGREEMENT, made and entered into in the City of Modesto, State of California, this day of , 20XX (“Effective Date”), by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "City", and ___________________________, a California corporation, hereinafter referred to as "Consultant."
This Agreement is made with regard to the following recitals:

A. The City has determined that an should be
prepared for the City to .

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

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

1. SCOPE OF SERVICES.

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 performed by Consultant, unless terminated earlier in accordance with the provisions of the DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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30 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 termination clause in this Agreement.

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 $_________ AND XX/100 DOLLARS ($XXX,XXX.XX) as full remuneration for performing all services and furnishing all staffing and materials called for in Exhibit "A" and for performance by Consultant of all of its duties and obligations under this Agreement.

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

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 DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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31 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 project.

5. PERFORMANCE BY KEY EMPLOYEE.

Consultant has represented to City that NAME, TITLE, will be the person primarily responsible for the performance of the services referred to in this Agreement. City has entered into this Agreement in reliance on that representation by Consultant. Consultant therefore agrees that ____ percent (__%) or more of the time 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.

7. NEWS AND INFORMATION RELEASE.

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32 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 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 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.

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 DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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33 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 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.

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.

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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34 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 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.

11. ASSIGNMENT.

Neither this Agreement nor any portion thereof shall be subcontracted or assigned without the express prior written consent of the City in each and every instance.

12. PATENT/COPYRIGHT MATERIALS.

13. NOTICES.

FOR Consultant:

Name:

Address:

Attention:

Phone: ( )
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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35 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 FOR CITY:

Name:

Address:

Attention:

Phone: ( )

14. INSURANCE REQUIREMENTS.

The policies or certificates thereof shall provide that, thirty (30) days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the City by certified mail, return receipt requested, for all of the following stated insurance policies. (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 $1,000,000 for property damage or $1,000,000 combined single limit. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required per-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. (c) Automobile Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and $1,000,000 property damage or $1,000,000 combined single limit. This insurance shall cover any automobile for bodily injury and property DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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36 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 damage.
(d) Professional Liability (Errors and Omissions) Insurance with limits not less than $1,000,000 per claim, $2,000,000 aggregate. If coverage is on a claims made basis it shall be maintained for at least three (3) years following completion of the work.

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.

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. In addition, CONSULTANT shall provide CITY with a Workers Compensation subrogation waiver by way of a separate endorsement. 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 DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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37 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 prior to the time the contract is signed.

All endorsements referenced above must include the applicable policy number.

15. TERMINATION OF AGREEMENT.

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.

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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38 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02

Post-Termination Procedures
If this Agreement is terminated pursuant to this Section, Consultant shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subconsultants and agents are notified of such termination and act as specified in the notice of termination;
b. Terminate all orders and Subcontractors except as necessary to complete any portion of the Work that is not terminated; c. If directed in writing by the City to do so, assign all right, title and interest in subcontracts and materials in progress to City, in which case the City will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such 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 DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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39 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 City;
f. Complete performance of such part of the Work as has not been terminated;
g. Take such other actions as may be necessary, or as may be directed by the City for the protection and preservation of the Work and/or property related to the Work;
h. If City so requests, and at City's cost, Consultant shall provide sufficient oral or written status reports to make City reasonably aware of the status of Consultant's work on the project. i. The Consultant understands and agrees that City may, in City's sole discretion, refuse to pay Consultant for that portion of Consultant's services which were performed by Consultant on the project prior to the termination date and which remain unacceptable and/or not useful to City as of the termination date.

City will pay Consultant an amount based on the percentage of satisfactory work completed in accordance with the notice of termination. If the Agreement is terminated pursuant to the subparagraph entitled Termination by City for Default of Consultant, Consultant understands and agrees that City may, in City's sole discretion, refuse to pay Consultant for that portion of Consultant's services which were performed by Consultant on the project prior to the termination date and which remain unacceptable and/or not useful to City as of the termination date. 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;
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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40 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 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.

16. CERTIFIED PAYROLL REQUIREMENT.

17. INDEMNITY.

The Consultant shall hold the City, its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any act or omission of Consultant whether or not the act or omission arises from the sole negligence or other liability of City, or its agents, officers, and employees or volunteers relating to or during the performance of its obligations under this agreement.

18. ENTIRE AGREEMENT.

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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41 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 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.

19. PARTIAL INVALIDITY.

20. WAIVER.

21. AUDIT.

22. GOVERNING LAW.

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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42 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 This Agreement shall be governed according to the laws of the State of California.

23. HEADINGS NOT CONTROLLING.

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

24. COMPLIANCE WITH LAWS.

25. CITY BUSINESS LICENSE.

Consultant shall have a City of Modesto business license.

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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43 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 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. 2018- , adopted by the Council of the City of Modesto on the day of , 2018, and CONSULTANT, INC. has caused this agreement to be duly executed in duplicate as of the Effective Date.

CITY OF MODESTO, CONSULTANT, INC.
a municipal corporation a California corporation*
By ___________________________ By________________________________ JOSEPH P. LOPEZ, City Manager Name Title

By ________________________________
Name Title
ATTEST: (Seal)
By ___________________________
STEPHANIE LOPEZ, City Clerk
Consultant’s Federal ID #XX-XXXXXXX
APPROVED AS TO FORM:

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

By ________________________________
JILES SMITH, Risk Manager
* Corporations - signature of two (2) officers
required or one (1) officer plus corporate seal
* LLC - signature of two (2) officers required
Partnership - signature of a partner required
Sole Proprietorship - signature of proprietor
required
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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THIS LICENSE SHALL NOT ENTITLE LICENSEE TO OPERATE THIS BUSINESS

WITHOUT COMPLYING WITH ALL REQUIREMENTS OF THE MODESTO MUNICIPAL CODE AND ALL STATE, FEDERAL, LOCAL AND ANY OTHER APPLICABLE LAWS.

IT HAS BEEN ISSUED WITHOUT VERIFICATION THAT THE LICENSEE IS SUBJECT TO OR EXEMPT FROM LICENSING BY THE STATE OF CALIFORNIA.

City of Modesto
P.O Box 3442
Modesto, CA 95353
Business License Certificate

DIRECTOR OF FINANCE
DeAnna Christensen

THIS LICENSE IS EVIDENCE THAT THE FEES REQUIRED UNDER TITLE VI OF

THE MUNICIPAL CODE HAVE BEEN PAID TO THE CITY OF MODESTO FOR THE

CONDUCT AND OPERATION OF THE BUSINESS AT THE PREMISES, AND BY THE PERSON OR FIRM INDICATED BELOW.
* MUST BE DISPLAYED IN PUBLIC VIEW

INFORMATIONAL

NON-TRANSFERABLE - VOID IF ALTERED
Account Number 1305096 Expiration Date 6/30/2022

KOSMONT COMPANIES
1601 N SEPULVEDA BLVD #382
MANHATTAN BEACH, CA 90266-5111
Business Type
Business Location
Owner(s)
* NOT AN ENDORSEMENT BY THE CITY

CONSULTING

KOSMONT & ASSOCIATES INC
* VOID IF TAX PAYMENTS NOT KEPT CURRENT
Starting January 1, 2021, Assembly Bill 1607 requires the prevention of gender-based discrimination of business establishments. A full notice is available in English or other languages by going to: https://www.dca.ca.gov/publications/ DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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Form SOC-PG13
Request for Budget Adjustment
(Projects and Grants)
Contact Person: 5/25/2021
Telephone:

Submitting Department:

Robert Kimball Council Action Date:

Resolution Number: 2021-194
Date Submitted by Dept:
(209) 571-5540
CEDD
Project Name: CED - Enhanced Infrastructure Financing District (EIlFIftjml Year being Adjusted:

Project Fund: Econ Development/Strategic Plan (Fund 1800) Cost
Center
Current
Budget
Increase/
(Decrease)
Revised
Budget
FY - Fund Account Project Description of Account
Revenues
FROM
$5,000 :
: $0
l SO
$0
:
: !
$0 | $5,000 $5,000
i
i $0
$0
$0
Current
Budget
Revised
Budget
Increase/
(Decrease)
Expenses
FROM
i $0 :
$0
i ;
so
$0
TO
| $2,000
$3,000 I
MY -
MY -
- Appr UnitC -
- Appr Unit C -
Professional Services
Svcs City Forces - Interfund
$0 $2,000
S3,000
CED.Economic Development
CED.Economic Development
; :
so
so
I $0 i
Justification for Budget Adjustment
A Budget Adjustment is necessary to establish the Multi-Year Non-Capital project and expenditure budget for the Enhanced Infrastructure Financing District (EIFD) project that was approved as part of the ARPA spending plan (Resolution 2021-194). This adjustment will establish a transfer in from the General Fund into the project in the amount of $5,000 as well as the initial expenditure budget of $5,000 for Professional Services and Svcs City Forces - Interfund. This is just tire initial budget for the project to pay for outstanding invoices related to the EIFD and additional adjustments will occur as consultant contracts come to Council for approval.

Authorization Signature Date
Department Director or Authorized Designee
Financial Analyst
Budget Manager
City Manager
To be Completed by Finance Staff
Transfer Number: Completed By:

Ver. 2020
TO
22 - 1800 - 14998
FY - Project - Task
- 60100 - 101350
Expenditure Type
Transfer In from Fund 1800
Project Organization
22 0100 70100 71800 101350 $0 $5,000 Transfer Out from Fund 0100 DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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Prepared For

CITY OF MODESTO
November 12, 2021

PROPOSAL FOR
Professional Brokerage Services
RFP# CC18-085
Prepared By
Kosmont Companies
1601 N. Sepulveda Blvd. #382
Manhattan Beach, CA 90266
(424) 297-1070

PROPOSAL FOR

ENHANCED INFRASTRUCTURE

FINANCING DISTRICT (EIFD)

FEASIBILITY STUDY
RFP INF 22-02
Photo Credit: www.modestogov.com
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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LETTER OF INTRODUCTION
SECTION 1. FIRM INFORMATION AND QUALIFICATIONS
SECTION 2. SCOPE OF WORK
SECTION 3. COST – PROFESSIONAL SERVICES FEES

INCLUDES PRICING SCHEDULE
SECTION 4. REFERENCES

APPENDIX ADDITIONAL REQUIRED FORMS

PROPOSAL ACKNOWLEDGEMENT

EXCEPTIONS, CLARIFICATIONS, AMENDMENTS

FINANCIAL INTEREST DISCLOSURE

COMPANY HISTORY STATEMENT
PAGE 1 - 2
PAGE 3 - 12
PAGE 13 - 16
PAGE 17 - 19
PAGE 20 - 22
PAGE 23 - 29
PAGE 23 - 24
PAGE 25
PAGE 26 - 28
PAGE 29
ADDENDA ACKNOWLEDGEMENT (NOT INCLUDED; NOT APPLICABLE)

KOSMONT COMPANIES
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1070 www.kosmont.com

TABLE OF CONTENTS
i
Photo Credit: www.modestogov.com

CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD)
Feasibility Study - RFP INF 22-02
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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Kosmont Companies
Mailing Address: 1601 N. Sepulveda Blvd., #382 (424) 297-1070 Physical Address: 1230 Rosecrans Ave., #630 Manhattan Beach, CA 90266 www.kosmont.com Manhattan Beach, CA 90266 November 12, 2021
Mr. Robert Kimball
Marketing Specialist, Economic Development
City of Modesto
1010 10th Street
Modesto, California 95354
Delivery: Submitted via email to [email protected] Re. Request for Proposal (“RFP”) INF 22-02 - Enhanced Infrastructure Financing District (EIFD) Feasibility Study
Dear Mr. Kimball and City Staff:

Kosmont & Associates, Inc., doing business as Kosmont Companies (“Kosmont” or “Consultant”) is pleased to present this proposal to the City of Modesto (“City” or “Client”) for an Enhanced Infrastructure Financing District (“EIFD”) Feasibility Study (“Study”).

Kosmont, a certified Minority Business Enterprise (“MBE”) and Small Business Enterprise (“SBE”), is celebrating our 35th anniversary as a full-service local government, economics, and real estate advisory firm with an award-winning track record of working with cities, counties, and or public agencies on economic development plans, infrastructure funding strategies, land use market analyses, site development feasibility, business/industry attraction, and real estate projects, as well as real estate asset strategies and public finance transactions exceeding $12 billion. Kosmont is extremely well-suited to complete this assignment.

Kosmont’s public and private sector experience, and in-depth expertise in multiple areas such as economic development, redevelopment dissolution, special district financing, understanding of the EIFD formation and approval process, real estate development, project funding, business costs/incentives and land use/zoning make us the ideal firm to provide the City with the required financial and technical analysis. Kosmont is considered a leading firm on the evaluation and formation of EIFDs and is actively engaged throughout the State educating local government officials, private sector investors, developers and lenders on these mattersthrough industry conferences and webinars.

The evaluation and formation of a tax increment financing (“TIF”) district such as an EIFD is a highly involved and nuanced exercise. Fortunately, Kosmont has led four successful EIFD formations across the State from initial evaluation through full formation, including the only two EIFDs statewide that have successfully achieved successful city and county partnership. Kosmont is additionally underway through 1 DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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Follow Kosmont: @KosmontTweets 2
the required public hearing phase of 10 additional EIFD formations across the State. Kosmont’s recent EIFD experience includes evaluation, formation, and ongoing EIFD administration in the City of Fresno, City of Sanger, City of Brentwood, City of Pittsburg, unincorporated County of Fresno, unincorporated County of Madera, and unincorporated County of Sacramento, among over 40 other jurisdictions statewide.

If selected, the Project Manager for the Kosmont Team would be Senior Vice President Mr. Joseph Dieguez.

Mr. Dieguez was and/or currently is the PM on the above mentioned EIFD assignments and leads Kosmont’s Special District Practice Group. He brings over 10 years of experience and primarily provides special district funding and financing strategies, market and economic analyses, and real estate development advisory services. His complete resume along with the other Kosmont team member resumes can be found in Section 1.

Firm Information and Qualifications.

Kosmont’s staff of professionals includes former City Managers, Directors of Economic Development, Community Development, and Financial Services. Kosmont staff assigned to this project have extensive and hands on experience providing the requested services. On this assignment, Mr. Dieguez will have the support of Mr. Larry J. Kosmont, CRE®, Chairman and CEO of Kosmont Companies. Mr. Kosmont has 35+ years of knowledge and expertise and will provide executive oversight for this Study.

We believe this proposal will support the conclusion that Kosmont is exceptionally qualified to deliver the requested EIFD Feasibility Study. No other firm possesses the same level of understanding and strategic thinking necessary to successfully implement these districts and we are enthusiastic, ready, and available to provide the requested services.

We look forward to the opportunity to service the City of Modesto and are available to discuss further at your convenience.

Sincerely,
Ken K. Hira
President
Kosmont Companies
(424) 297-1070
www.kosmont.com

CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD) Feasibility Study RFP INF 22-02
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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SECTION 1.

FIRM INFORMATION AND

QUALIFICATIONS

CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD) Feasibility Study RFP INF 22-02
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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KOSMONT COMPANIES
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1070 www.kosmont.com
KOSMONT AND ASSOCIATES, INC. DBA KOSMONT COMPANIES - www.kosmont.com California Corporation - Established 1986 – 35 years in Business Physical/Main Office: 1230 Rosecrans Ave, # 630, Manhattan Beach, CA 90266 From Kosmont Headquarters it is 320 miles to Modesto City Hall.

Mailing: 1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 Kosmont provides services to Clients virtually, in-person, from satellite locations, and from the Manhattan Beach headquarters across the Western U.S.

Kosmont Companies, a certified Minority Business Enterprise (“MBE”) and certified Small Business Enterprise (“SBE”), is a real estate and economic development services firm offering a full range of real estate and financial advisory, economic development strategies/plans, retail/business strategies, project finance, transaction structuring, negotiations, market analysis, feasibility studies, special district analysis, community outreach/project implementation services for both the public and private sectors. Kosmont Companies was founded in 1986 and is nationally recognized. With decades of advisory services, Kosmont has assisted hundreds of public agencies in their quest for services and successful public private projects. What sets Kosmont apart is our understanding of how economics relates to future project shaping, as well as our understanding of both the public and private sectors.

Kosmont will integrate our established ability, strengths, seasoned experience, and hands-on approach to deliver the requested consulting services.

Kosmont has been providing cities, counties, and other public agencies with economic development, real estate, and public finance advisory services since 1986. In that time, we have guided the development of more than 1,000 publicprivate projects. Kosmont currently provides advisory services to help numerous city and county clients across California, navigate and implement comprehensive economic development and infrastructure funding strategies.

See the following pages included as Exhibit 1 for a more detailed listing that specifically represents jurisdictions where Kosmont has led or is currently leading special district formations, such as EIFDs, CRIAs, and CFDs.

What sets Kosmont apart is our hands-on experience, practical perspective, and understanding of how current economic development and market trends affect projects and the infrastructure that support them. We are aware of no other firm that possessesthe combination of credentials and experience that Kosmont can deliver.

Kosmont excels in a wide range of services:
• Economic Development Plans/Strategies
• Highest and Best Use Analysis
• Site Feasibility and Pro Forma Analysis
• Public & Private Financing Structures
• Economics & Market Studies for commercial, residential, mixed/blended-use Projects
Kosmont’s Mission Statement is the pursuit of four pillars of strength: Innovation, Integration, Integrity and Intelligence. We are on the cutting edge of products and services, we achieve financial success for our public and private sector clients, we are committed to community prosperity and quality of life, and our professional standards are of the highest caliber.

SECTION 1.

FIRM INFORMATION
& QUALIFICATIONS
• Site Specific Fiscal Revenue and Economic
Impact Analyses
• Real Estate Advisory & Project
Implementation Services
• Community and Business Outreach
• Business & Industry Attraction/Retention
3 CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD)
Feasibility Study - RFP INF 22-02

ABOUT US
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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KOSMONT COMPANIES
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1070 www.kosmont.com
Exhibit 1: Districts in Progress Statewide
4 SECTION 1.

FIRM INFORMATION
& QUALIFICATIONS

CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD)
Feasibility Study - RFP INF 22-02
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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KOSMONT COMPANIES
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1070 www.kosmont.com
Exhibit 1 Continued: Sample of Kosmont-Led District Progress by Stage of Implementation (Table and Legend Correspond to Map)
Jurisdiction Purpose
Azusa Housing and transit-supportive infrastructure
Brentwood Housing and transit-supportive infrastructure Buena Park Mall reimagination, housing-supportive infrastructure Carson + L.A. County Remediation, housing infrastructure, recreation El Cajon Housing and transit-supportive infrastructure
El Segundo + L.A. County Various infrastructure, regional connectivity Fairfield Housing and transit-supportive infrastructure Fresno Housing and transit-supportive infrastructure
Fresno County Industrial-supportive infrastructure
Humboldt County Mixed-use & energy supportive infrastructure Indian Wells Housing and tourism-supportive infrastructure Imperial County Housing and greenfield infrastructure
La Verne + L.A. County Housing and transit-supportive infrastructure Long Beach (Multiple Districts) Housing and transit-supportive infrastructure Los Angeles (Downtown) Housing and transit-supportive infrastructure Los Angeles County West Carson Housing / bio-science / tech infrastructure Los Angeles County – Uninc. East L.A. Housing-supportive infrastructure, public amenities Madera County (Two Districts) Greenfield infrastructure (water / sewer) Mount Shasta + Siskoyou County Rural Brownfield site mixed-use infrastructure Napa Housing and transit-supportive infrastructure
Ontario Housing and transit-supportive infrastructure
Palmdale Housing and transit-supportive infrastructure
Pittsburg Housing and transit-supportive infrastructure Placentia + Orange County Housing and transit-supportive infrastructure Rancho Cucamonga Housing and transit-supportive infrastructure Redondo Beach + L.A. County Parks / open space, recreation infrastructure Riverside Housing and transit-supportive infrastructure Riverside County – Uninc. Salton Sea Water and housing-infrastructure Sacramento County Industrial / commercial supportive infrastructure San Jose Housing and transit-supportive infrastructure
Sanger Commercial and mixed-use supportive infrastructure Santa Ana Housing and transit-supportive infrastructure South Gate Housing and transit-supportive infrastructure West Santa Ana Branch Transit Corridor Cities Housing and transit-supportive infrastructure Fully Formed In Formation Process Under Evaluation
5 SECTION 1.

FIRM INFORMATION
& QUALIFICATIONS

CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD)
Feasibility Study - RFP INF 22-02
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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Our team includes economic consultants, real estate brokers and public finance professionals along with former real estate developers and city and community development officials that provide an in-depth understanding of the California economy, its local real estate markets and financing optionsto effectively respond to our Clients’ needs.

Kosmont is a full-service firm which also provides various other services through Kosmont Realty (“KR”) and Kosmont Transactions Services (“KTS”). KR is a full service and licensed real estate brokerage firm and KTS is a public finance firm providing financial advisory services, and is registered with the SEC.

In the aggregate, Kosmont Companies, KR, and KTS have extensive experience working with local and State government on real estate transactions between public agencies and private parties and structured project financing involving public and private funding sources. Collectively, Kosmont provides public agencies broad access to real estate consultants and brokers, public sector deal structure experts, and public-private financial advisors. We know of no other integrated set of companies that can provide a full complement of Economic Development Services, Real Estate Brokerage, and Municipal Advisory. Our diverse roles and experience in the real estate and financial industries have made us highly adaptable and skilled for this type of assignment. The chart below represents Kosmont’s wide-array of integrated services.
6 SECTION 1.

FIRM INFORMATION
& QUALIFICATIONS

CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD)
Feasibility Study - RFP INF 22-02
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
- 286 -

MEET THE TEAM
The Kosmont team brings a well-rounded and seasoned professional cohort with the required expertise and exemplary skillsets to provide the requested services. The Kosmont team has extensive experience, a proven track record, and the qualifications to provide the knowledge, guidance, and execution of those services necessary to assist the City with the EIFD feasibility study.

If selected, the Project Manager and Primary Contact for this proposal is Kosmont Senior Vice President, Mr.

Joseph Dieguez. Mr. Dieguez leads Kosmont’s Special District Practice Group and brings over 10 years of experience serving public and private sector clients primarily through special district funding and financing strategies, market and economic analyses, and real estate development advisory. Mr. Dieguez will oversee the project from start to completion. He will be responsible for day-to-day management of the engagement with the City and coordination of the Kosmont team to ensure the project is completed on time and within budget.

Mr. Dieguez will be supported by the following key team members:
• Mr. Larry J. Kosmont, CRE® is Chairman and CEO of Kosmont Companies. His over 35-year career encompasses public/private financial structuring, negotiation, development, and management of real estate and public finance transactions exceeding $12B. He has assisted hundreds of local government agencies in public finance and real estate matters ranging from large-scale economic development programs to site-specific real estate strategies and projects. He has guided over 1,000 private sector projects in obtaining public approvals, structuring deal terms, and securing public/private financing. For this assignment, Mr. Kosmont will provide Executive Oversight. • Mr. Ken K. Hira, President has expertise in real estate and economic development. He brings over 30 years of varied experience in virtually every aspect of acquisition, entitlement, development, financing, asset management, disposition, downtown revitalization, and strategic plans. His strengths include a keen understanding of land use trends, business retention/attraction, negotiating public-private transactions and implementing blended-use projects. Mr. Hira will be the project’s Principal Advisor providing quality control, strategic advisory support and make public presentations as necessary as the Principal Advisor. • Ms. Felicia Williams is a Senior Vice President that brings over 20 years of experience and will provide analysis support and advisory on appropriate special district governance and implementation approach. • Mr. Robert Valenti is a Vice President supporting public and private sector clients with market and economic analyses, strategic planning, and real estate development advisory. Mr. Valenti will provide GIS / mapping and tax increment modeling support.
• Mrs. Stephanie Ontiveros is a Vice President with extensive public agency consulting experience specializing in property tax related analysis. Ms. Ontiveros will provide parcel research and tax rate analysis support. Stephanie primarily works from her home office in Fresno, CA.

Team members will be assigned as appropriate based on their skills and qualifications in order to adequately provide services to the City and stay within budget. Project Analysts (not shown here) will be utilized to provide additional research and project support. The subsequent pages contain complete resumes and qualifications for the above Kosmont key team members with Kosmont Client References found in Section 4. References.

KOSMONT COMPANIES
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1070 www.kosmont.com
7 SECTION 1.

FIRM INFORMATION
& QUALIFICATIONS

CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD)
Feasibility Study - RFP INF 22-02
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
- 287 -
Project Role:

Executive Oversight
Years with Firm: 35
Years of Experience: 40+
Education:
- Masters Public
Administration, USC
- B.A. Political Science,
State Univ. of New York –
Binghamton

KOSMONT COMPANIES
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1070 www.kosmont.com
Larry J. Kosmont, CRE® Chairman and CEO
Mr. Larry J. Kosmont, CRE® is Chairman and CEO of Kosmont Companies, which he founded in 1986. Kosmont Companies is an industry leader in public/private real estate/land use transactions and economic development. In 1990, he founded Kosmont Realty, a real estate brokerage firm. In 2015, he launched Kosmont Transactions Services which sources financing for public/private projects, P3 initiatives, and infrastructure funding. He is a co-principal, California Golden Fund, a USCIS approved EB-5 Regional Center. Larry is a Municipal Advisor Principal having achieved the MSRB Series 50 and Series 54 professional qualifications and is duly registered with the SEC/MSRB.

RELEVANT EXPERIENCE: Throughout his career, Mr. Kosmont has managed hundreds of public and private sector consulting assignments. A few of the more recent projects within the last 10 years are summarized below:
• City of La Verne/County of Los Angeles, CA - Enhanced Infrastructure Financing District Formation • Southern California Associated of Governments (SCAG), CA - Housing and Sustainability District Technical Advisor • City of Placentia/County of Orange, CA - Enhanced Infrastructure Financing District Formation • City of Carson + L.A. County, CA – EIFD Evaluation
• City of Duarte, CA – EIFD Evaluation
• City of El Cajon, CA – EIFD Evaluation
• City of El Segundo + L.A. County, CA – EIFD Evaluation • City of Los Angeles, CA – Downtown – EIFD Evaluation
• County of Madera, CA – EIFD Evaluation and EIFD Annual Report Preparation • City of Napa, CA – EIFD Evaluation
• City of Ontario, CA – EIFD Evaluation
• City of Redondo Beach + L.A. County, CA – EIFD Evaluation • City of Riverside, CA – EIFD and Community Revitalization and Investment Authority (CRIA) Evaluation • Private Sector Client, Sacramento County, CA – EIFD Evaluation and Formation • City of South Gate, CA – EIFD Evaluation
FAMILIARITY WITH FEDERAL, STATE, AND LOCAL JURISDICTIONS IN CALIFORNIA:

Mr. Kosmont’s 4-decade career encompasses public/private and public agency projects which have included pursuit of funding sources, financial structuring, negotiation, development, and management of real estate and public finance transactions exceeding $10B. He has assisted hundreds of local government agencies in public finance and real estate matters ranging from large-scale economic development programs to site-specific real estate strategies and projects. He has guided over 1,000 private sector projects in obtaining public approvals, structuring deal terms, and securing public/private financing. These projects have involved working with hundreds of Federal State regional and local public agencies and jurisdictions on a wide variety of project and funding initiatives. 8 SECTION 1.

FIRM INFORMATION
& QUALIFICATIONS

CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD)
Feasibility Study - RFP INF 22-02
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
- 288 -
Project Role:

Principal Advisor
Years with Firm: 13+
Years of Experience: 30+
Education:

Bachelor of Economics
and Business, UCLA

KOSMONT COMPANIES
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1070 www.kosmont.com
Ken K. Hira President
Mr. Ken K. Hira serves as President for Kosmont Companies. An expert in real estate and economic development, Mr. Hira brings over 30 years of varied experience in virtually every aspect of acquisition, entitlement, development, financing, asset management, disposition, downtown revitalization, and strategic plans. His strengths include a keen understanding of retail trends, business retention/attraction, negotiating public-private transactions and implementing blended-use projects that revitalize communities and assist in economic development/tax generation programs.

RELEVANT EXPERIENCE:

Throughout his career, Mr. Hira has managed hundreds of public and private sector consulting assignments, the majority of which in the SCAG region and many of which involving state and local housing policies and programs. A few of the more recent projects within the last 10 years are summarized below:
• Confidential Client, San Jose, CA – EIFD Evaluation
• City of Fresno, CA – Downtown / Blackstone Bus Rapid Transit Corridor EIFD Formation • City of El Cajon, CA – EIFD Evaluation
• City of Grand Terrace, CA – EIFD Evaluation
• City of Indian Wells, CA – EIFD Evaluation and County Partnership Negotiations • City of Seaside, CA – EIFD and Community Revitalization and Investment Authority (CRIA) Evaluation • Newport Beach Residential feasibility analysis / developer negotiations • Agoura Village Specific Plan Feasibility Analysis
• Baldwin Hills Crenshaw Mall Revitalization Study
• City of Buellton, CA - Market & Economic Analysis and Economic Development Plan / Specific Plan for Avenue of Flags Downtown District with Development Opportunity Reserve (D.O.R.)® • City of Norwalk, CA - Economic Development Strategic / Opportunities Plan FAMILIARITY WITH FEDERAL, STATE, AND LOCAL JURISDICTIONS IN CALIFORNIA:

Mr. Hira has worked for hundreds of cities and counties throughout California. Mr.

Hira has made numerous presentations to city councils, county boards of supervisors, and other local government committees. In his extensive experience in economic development strategies and public private transactions, he has pursued funding sources at the local, state, and federal level, such as special district financing, CDBG revolving loan programs, and state and federal grants. He has extensive experience in presenting market / economic research to local government industry groups such as CALED, League of California Cities, ICSC, Institute for Local Government, APA, CSAC, CALCOG.
9 SECTION 1.

FIRM INFORMATION
& QUALIFICATIONS

CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD)
Feasibility Study - RFP INF 22-02
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
- 289 -

KOSMONT COMPANIES
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1070 www.kosmont.com
Project Role:

PRIMARY CONTACT
& PROJECT MANAGER
Years with Firm: 11
Years of Experience: 14+
Education:

Bachelors of Science,
Mechanical Engineering,
Massachusetts Institute
of Technology
RELEVANT EXPERIENCE: Samples within the last 10 years are summarized below:
• City of La Verne/County of Los Angeles, CA – Enhanced Infrastructure Financing District (EIFD) Formation • City of Placentia/County of Orange, CA – EIFD Formation • Southern California Associated of Governments (SCAG) - Housing and Sustainability District Technical Advisor • Private Sector Development Group, San Jose, CA – Infrastructure Funding Advisor • City of Fresno, CA – Downtown / Blackstone Bus Rapid Transit Corridor EIFD Evaluation and Formation • Private Sector Client, San Luis Obispo, CA – Development Agreement Negotiation, Infrastructure Financing Plan Preparation, Community Facilities District Formation
• Private Sector Client, Simi Valley, CA – Market / Highest and Best Use and Financial Feasibility Analysis
• City of Azusa, CA – EIFD Evaluation
• City of Brentwood, CA – EIFD Evaluation
• City of Carson + L.A. County, CA – EIFD Formation
• City of Duarte, CA – EIFD Evaluation
• City of El Cajon, CA – EIFD Evaluation
• City of El Segundo + L.A. County, CA – EIFD Evaluation • City of Grand Terrace, CA – EIFD Evaluation
• City of Indian Wells, CA – EIFD Evaluation
• City of Los Angeles, CA – Downtown – EIFD Evaluation
• County of Madera, CA – EIFD Evaluation and EIFD Annual Report Preparation
Mr. Joseph Dieguez is a Senior Vice President with Kosmont Companies serving public and private sector clients primarily through market and economic analyses, strategic planning, and real estate development advisory. His recent work includes special / tax increment district implementation (including Enhanced Infrastructure Financing Districts and Community Revitalization and Investment Authorities), market supply and demand analysis, fiscal impact and economic benefit studies, financial feasibility and development pro forma evaluation, and property reuse strategies for municipalities, real estate investment and development firms, and multiple Fortune 500 clients. Joe is a Municipal Advisor Representative having achieved the MSRB Series 50 professional qualification and is duly registered with the SEC/MSRB.

Joseph Dieguez Sr. Vice President & Primary Contact
FAMILIARITY WITH FEDERAL, STATE, AND LOCAL JURISDICTIONS IN IN CALIFORNIA:

Mr. Dieguez has worked on assignments directly for over 80 cities and counties in California. He has additionally completed assignments for state agencies such as the California High Speed Rail Authority. Mr. Dieguez has made presentations directly to city councils, planning commissions, county boards of supervisors, joint powers authorities, and other state and local task forces and committees. Much of his work involves evaluating and pursuing funding sources and financing mechanisms at the local, state, and federal level, such as special district financing, public agency loan programs, and state and federal grants, with an emphasis on affordable housing and infrastructure funding. Apart from client work, Joseph has made public presentations at conferences and in webinar format for agencies such as SCAG, American Planning Association, Municipal Management Association of Southern California, League of California Cities, and the California Association for Local Economic Development. • City of Napa, CA – EIFD Evaluation and Formation
• City of Ontario, CA – EIFD Evaluation
• City of Pittsburg, CA – EIFD Evaluation
• City of Redondo Beach + L.A. County, CA – EIFD
Evaluation
• City of Richmond, CA – EIFD Evaluation
• City of Riverside, CA – EIFD and Community
Revitalization and Investment Authority (CRIA)
Evaluation
• Private Sector Client, Sacramento County, CA –
EIFD Evaluation and Formation
• City of Santa Fe Springs, CA – EIFD Evaluation
• City of Seaside, CA – EIFD and CRIA Evaluation
• City of South Gate, CA EIFD Evaluation
10 SECTION 1.

FIRM INFORMATION
& QUALIFICATIONS

CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD)
Feasibility Study - RFP INF 22-02
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
- 290 -

KOSMONT COMPANIES
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1070 www.kosmont.com
• County of Los Angeles, Chief Executive Office – Opportunity Zone Policy • City of Redondo Beach - Enhanced Infrastructure Financing District for AES power plant regional park, including Prop 68 State Parks grant
• County of Los Angeles Second District / Southern California Association of Governments – West Carson Enhanced Infrastructure Financing District
• County of Los Angeles First District / Southern California Association of Governments – LA County / USC Medical Center Tax Increment Financing Feasibility Analysis
• Friends of the Hollywood Central Park – Revenue and Feasibility Analysis RELEVANT EXPERIENCE:

Throughout her career, Ms. Williams has managed hundreds of public and private sector consulting and banking assignments. A few samples within the last 10 years are summarized below:
• City of Azusa – EIFD Evaluation
• City of Brentwood – EIFD Evaluation
• City of Carson + L.A. County – EIFD Evaluation
• City of Duarte – EIFD Evaluation
• City of El Segundo + L.A. County – EIFD Evaluation
• City of Los Angeles – Downtown – EIFD Evaluation
• City of Pittsburg – EIFD Evaluation
• City of La Verne/County of Los Angeles - EIFD Formation • Southern California Associated of Governments (SCAG) - Housing and Sustainability District Technical Advisor
Project Role:

Financing Analysis,
Stakeholder Outreach
Years with Firm: 7
Years of Experience: 25
Education:
- M.B.A., Finance,
University of Michigan
Ross School of Business
- M.A., Urban Planning,
UCLA
- B.A., Public Policy,
Stanford University
Association:

Ms. Williams was elected
as a Councilmember to
the City of Pasadena in
2020 and represents
District 2.

Ms. Felicia Williams is a Senior Vice President at Kosmont Companies and assists municipal clients with a comprehensive approach to economic development and climate action, in addition to identifying funding sources for key projects. She has a background in public finance, economic development, and sustainability. Specifically for Kosmont clients, Ms. Williams provides financial feasibility analysis for various types of infrastructure and tax increment financing districts, fiscal impact analysis, Specific / General Plan land use analysis, and Climate Action Plan implementation and project financing. Felicia is a Municipal Advisor Representative having achieved the MSRB Series 50 professional qualification and is duly registered with the SEC/MSRB.

Felicia Williams Senior Vice President
FAMILIARITY WITH FEDERAL, STATE, AND LOCAL JURISDICTIONS IN CALIFORNIA:

Ms. Williams has worked with local and State governments for 15 years in municipal finance. Additionally, Ms. Williams has worked with State of California agencies on environmental financing programs and has served on policy advisory committees for State Senators and Assemblymembers. With broad experience in finance, public policy, and environment, she understands the policy underlying the financing programs to provide comprehensive solutionsto our local agency clients. 11 SECTION 1.

FIRM INFORMATION
& QUALIFICATIONS

CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD)
Feasibility Study - RFP INF 22-02
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
- 291 -
RELEVANT EXPERIENCE:

A few of his more recent projects are summarized below:
• City of Fresno – Downtown / Blackstone Bus Rapid Transit Corridor EIFD Formation • Pine Mountain Development (Highest & Best Use Analysis & Real Estate Advisory) • City of El Cajon – Opportunity Zone Strategy
• City of Santa Ana – Opportunity Zone Strategy
• City of Indian Wells – EIFD Evaluation
• City of El Segundo + L.A. County – EIFD Evaluation
LICENSES/AFFILIATIONS: Ms. Ontiveros is a Municipal Advisor Representative having achieved the MSRB Series 50 professional qualification.

RELEVANT EXPERIENCE: A few of her more recent projects are summarized below:
• City of Fairfield EIFD Evaluation
• City of Fresno EIFD Evaluation and Formation
• County of Fresno EIFD Evaluation
• County of Madera EIFD Administration
• City of Mount Shasta EIFD Evaluation
• City of Napa EIFD Evaluation and Formation
• City of Rancho Cucamonga EIFD Evaluation
• City of Sanger EIFD Formation
Project Role:

Project Research and
Support
Years with Firm: 2
Years of Experience: 5
Education:
- Master of Public Policy,
Brown University
- Bachelor of Arts in
political science, College
of the Holy Cross in
Worcester, MA
Mr. Robert Valenti is a Vice President with Kosmont Companies, supporting public and private sector clients with market and economic analyses, strategic planning, and real estate development advisory. His recent work includes market supply and demand analysis, prioritization of strategic opportunity sites for retail and future development, analysis of potential development uses, and geospatial analysis of boundaries / funding & financing analysis for feasibility studies of new infrastructure financing districts.

Robert Valenti Vice President
FAMILIARITY WITH FEDERAL, STATE, AND LOCAL JURISDICTIONS IN CALIFORNIA:

Mr. Valenti has worked on assignments directly for many cities throughout the state and has assisted with presentations directly to city councils, county boards of supervisors, City / County staff, and other state and local task forces and committees.

His work focuses on local market / economic evaluations and pursuing funding sources and financing mechanisms at the local, state, and federal level, such as special district financing, zoning / entitlement strategies, public agency loan programs, and state and federal grants.
12 SECTION 1.

FIRM INFORMATION
& QUALIFICATIONS

CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD)
Feasibility Study - RFP INF 22-02
Ms. Stephanie Ontiveros is a Vice President with Kosmont Companies and has extensive public agency consulting experience in economic development, redevelopment and finance. Prior to joining Kosmont, Ms. Ontiveros served as a financial consultant to over 90 cities, agencies and special districts throughout California, specializing in Property Tax and Tax Increment analysis, revenue evaluation, forecasting and budgeting. Ms. Ontiveros has conducted numerous special analysis projects for various city specific needs.

Project Role:

Project Support
(located in Fresno)
Years with Firm: 1
Years of Experience: 26
Education:
- Bachelor of Science,
Business Administration
– Finance, California
State University, Fresno
Stephanie Ontiveros Vice President
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
- 292 -
SECTION 2.

SCOPE OF WORK

CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD) Feasibility Study RFP INF 22-02
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
- 293 -

SCOPE OF WORK
Kosmont understands that the City of Modesto is seeking to utilize EIFD as a means to:
• Accelerate economic development in the study area
• Support the Downtown Master plan, add housing, commercial and quality of life amenities including open space and a sports stadium
• Expand downtown development to the west across the railway and the 99 freeway, and to and around the Tuolumne River Regional Park
• Improve connectivity to the Transit Center to increase transit ridership within Modesto and take advantage of ACE Rail service particularly among long-distance commuters • Support and implementsustainable development principles.

Throughout the following proposed Scope of Work, Kosmont will maintain regular (e.g., biweekly, certainly no less frequently than monthly) communication with the City’s Economic Development Division staff to monitor and review project progress ensuring key milestones are being met.

TASK 1 – IDENTIFY POTENTIAL BOUNDARIES AND INITIAL SCREENING CRITERIA

1.1 Determine Boundary Scenarios
Identify potential boundaries to study for preliminary screening of eligibility for an EIFD. Chosen boundaries will meet well-accepted, publicly available criteria. Kosmont will leverage its experience not only in the formation of EIFDs throughout the State, but also in developing screening tools such as the Southern California Association of Government (SCAG) EIFD/CRIA Screening Assistance Tool.

Task 1.1 Deliverables: Maps and written descriptions of a variety of boundary scenarios for consideration of an EIFD and concise written explanation for development of boundaries.

1.2 Initial Screening
Using data available from City of Modesto GIS, Stanislaus County GIS, ArcGIS and/or other publicly available data sources, prepare a matrix of primary screening criteria, including, but not limited to:
• Current zoning and density in project area (including consideration of anticipated zoning from land use planning updates underway), such as the Modesto Downtown Master Plan • Project location and infrastructure needs, such as connectivity to the Transit Center, open space and recreational improvements, connectivity to Tuolumne River Regional Park • Potential infrastructure financing solutions (property tax capture rate, eligibility for grant funding, etc.) • Overlap with Disadvantaged Community (DAC) Census Tracts • Overlap with Federal Opportunity Zone (OZ) Census Tracts • Whether the proposed EIFD boundaries overlaps former California Redevelopment Project Area • Economic Development potential (planned projects, existing parcel values, etc.) • Public agency or consolidated private sector land ownership • Overlapping / benefitting taxing entities (e.g., County of Stanislaus) • Overlap with existing Downtown Improvement District (DID), Community Facilities District (CFD), assessment district, or other special district boundaries
• Technical screening; determine any former RDA project areas, existing ROPs obligations or other bond/financing obligations, EIFD Successor Agency Prerequisites, etc.

Task 1.2 Deliverable: Matrix showing screening variables for each boundary scenario.

SECTION 2.

SCOPE OF WORK
13 CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD)
Feasibility Study - RFP INF 22-02
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
- 294 -

1.3 Strategic Considerations
In addition to screening criteria evaluated in Task 1.2, Kosmont will identify other quantitative and qualitative factors potentially affecting EIFD feasibility, which may include, but not be limited to:
• Market statistics(e.g., lease rates, vacancy rates, inventory, absorption by land use type) • Land ownership (public/private)
• Proposed developments and potential timing of said developments • Anticipated infrastructure investments(e.g., ACE Rail public transit, grant-funded projects, etc.) Based on Task 1.2 screening criteria and Task 1.3 additional strategic considerations, Kosmont will identify final preferred boundary scenario(s) for continuation into the next phase of analysis, as well as determining whether EIFD, CFD, BID, and/or other districts or a combination of districts should be further studied.

Task 1.3 deliverables: Market and future investment analysis, summary of strategic considerations.

TASK 2 – TAX INCREMENT ANALYSIS
This task is focused on determining a range of tax increment or other benefit assessment district funds which could be generated upon formation of a district.

2.1 Revenue Generation
Based on Task 1 initial screening, Kosmont will prepare a funding and financing analysis, including preliminary tax increment analysis (for EIFD) and/or special tax capacity analysis (for CFD or similar tool) reflecting potential future development and potential public and private sector partners. Kosmont will evaluate up to three (3) different boundary scenarios and potential district types. Kosmont will utilize current and appropriate, post-ERAF property tax distribution shares (AB8 rates) as obtained from the County of Stanislaus Auditor-Controller’s office.

For EIFD analysis, Kosmont will include one set of revenues projections with different combinations of City and County (and potentially other taxing entity) participation (i.e., contribution of tax increment), in addition to different variations of City-only scenarios.

Kosmont’s analysis will include:
• Types and timing of development projectsthat are planned within the boundaries of the potential district • Analysis of potential boundary scenarios and potential assessment districts • Taxing entity proportional shares will be current, post-EFAF, and come from County Auditor-Controller. • For TIF districts, include one set of revenues projections with both County and City participation and one set with only City participation in tax increment (Kosmont will also consider CVWD participation) • Property tax increment and/or special tax funding capacity at select annual benchmarks (e.g., year 5, 10, 15, 20, 30, 45) and cumulatively over the estimated district lifetime(s) • Provide some “But/For analysis,” i.e., is it likely that the proposed infrastructure projects would not produce the subsequent growth in development without the EIFD
• Whether the project viable without contributionsfrom other taxing entities • As related to potential overlap of proposed district boundaries with former redevelopment agency project areas, analysis of corresponding relevant outstanding enforceable obligations and available revenue implications.

Revenue generation assumptions will also meet any EIFD criteria and policies adopted by the Stanislaus County Board of Supervisors.

SECTION 2.

SCOPE OF WORK
14 CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD)
Feasibility Study - RFP INF 22-02
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
- 295 -

KOSMONT COMPANIES
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1070 www.kosmont.com
SECTION 2.

SCOPE OF WORK

2.2 Bonding Capacity
For each scenario evaluated, Kosmont Transactions Services, Inc. (Series 50/54 registered Municipal Advisor) will estimate bonding capacity of the special district(s) at select annual benchmarks (e.g., year 5, 10, 15, 20) against future revenues.

Task 2 deliverables: Tax increment revenue and present value analysis TASK 3 – IDENTIFY INFRASTRUCTURE NEEDS

3.1 Identify infrastructure and community development investments Working with the City/County, Kosmont will determine a range of infrastructure and community development projects/programs, consistent with the regulations for any assessment district, which could make up the funding plan for the EIFD district(s). The projects will include estimated funding needs where available.

While the City has begun the process of updating its General Plan, the 1995 adopted Plan and associated Elements and Amendments will be used as references in the process of identifying projects and boundaries.

Task 3.1 Deliverable: Summary of potential infrastructure and community investment projects, with an estimated range of costs.

3.2 Identify other funding sources
Kosmont will compare potential revenue generation estimated in Task 2 to the cost of infrastructure / programs estimated in Task 3.1. It may be the case that the total desired investment will exceed the net revenues generated by the special district(s) evaluated.

In the event that the total desired investment exceeds the net revenues generated by the EIFD/special assessment district(s), or even in the case that it does not, Kosmont will identify other complementary economic development tools and funding sources that could be leveraged by the district, such as grants (e.g., IIG, AHSC, Prop 68, ATP, HSIP), special district fees, development impact fees, I-Bank financing, federal Opportunity Zone tax incentives, and/or other public and private funding sources (including regional, State, and Federal infrastructure sources), and/or financing structures and strategies (e.g. Development Opportunity Reserve (D.O.R.)™), as may be applicable.

Task 3.2 Deliverable: Summary memo providing a rough order of magnitude funding plan for the EIFD district(s), inclusive of projects, project costs and potential funding sources.

TASK 4 – NEXT STEPS FOR IMPLEMENTATION
Based on the findings from Tasks 1-3, Kosmont will prepare a summary memo outlining next steps for implementation, a timeline, and a budget for the implementation activities. The memo will include recommendations for the composition of the appropriate governing board for the district (e.g., Public Financing Authority), whether districting is recommended, voting / approval procedures, formation milestones, community engagement, CEQA considerations, and other factors as may be appropriate based on district recommendations. The memo will function as a realistic action plan and “roadmap” for moving forward.

Task 4 Deliverable: Next Steps Summary Memo
15 CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD)
Feasibility Study - RFP INF 22-02
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
- 296 -

KOSMONT COMPANIES
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1070 www.kosmont.com
SECTION 2.

SCOPE OF WORK
TASK 5 – STUDY RESULTS
Kosmont will organize and compile one (1) electronic copy of all documents from previous Tasks, as well as ten (10) bound hard-copies and one (1) unbound camera-ready copy of Study Results.

Kosmont anticipates a presentation of analysis findings to City staff and/or Council in a meeting / workshop format, either virtually or in person, whichever is deemed appropriate by the City and Kosmont.

Task 5 Deliverables:
• One (1) electronic copy of all documents (PDF and Word/Excel Versions). • Ten (10) bound hard-copies and one (1) unbound camera-ready copy of Study results. • Preparation and participation at City staff / Council meeting / workshop, virtually or in person.

Approach to Tasks: The prospective assignment and consulting services that Kosmont will provide will be of a relatively limited scope and duration, and advisory in nature. Kosmont will be making recommendations only, which advise the Client and jurisdictions, including their elected officials, appointed officials, and staff, which they can accept or reject. None of Kosmont's staff will act in a capacity as an elected official, nor appointed official, nor as staff, nor as serving in a "designated" position.

TIMING
The Consultant team is prepared to commence work immediately upon receipt of executed Agreement and notice to proceed. The estimated timeline for completion is outlined below, based on Kosmont’s extensive experience in fully forming four EIFDs (mainly including both City and County participation), being substantially far along with the formation public hearings in 11 additional jurisdictions, and preparing over 30 other EIFD feasibility analyses in other stages of formation and implementation statewide, including experience in the Central Valley (e.g., City of Fresno, City of Sanger, County of Fresno, County of Madera), East Bay region (e.g., City of Brentwood, City of Pittsburg), and unincorporated County of Sacramento.

Kosmont believes that the City’s expectation of feasibility study completion and preparedness for Council consideration within six (6) monthsis viable.
16 CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD)
Feasibility Study - RFP INF 22-02
TASK Estimated Timing for Completion
(Assuming initiation in January 2022)
Task 1: Identify Boundaries and Initial Screening Criteria January – February 2022 Task 2: Tax Increment Analysis February – March 2022
Task 3: Identify Infrastructure Needs (and Complementary Funding Sources) March – April 2022
Task 4: Next Steps for Implementation April – May 2022
Task 5: Study Results (Including Presentation / Workshop) May – June 2022 DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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SECTION 3.

COST – PROFESSIONAL

SERVICES FEES

CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD) Feasibility Study RFP INF 22-02
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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KOSMONT COMPANIES
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1070 www.kosmont.com
17 BUDGET
Compensation for Tasks 1 through 5 is estimated below for professional services, including the 15% contingency requested in the RFP, and is not to exceed $49,734.

Task budgets may be re-allocated between tasks and personnel as deemed appropriate by Consultant in order to adequately provide services to Client and to remain on schedule and within overall budget.

Kosmont accepts the City’s Epay Program and services will be invoiced monthly at Consultant’s standard billing rates, as shown above and on the hourly rate sheet included herein. Any unpaid invoices after 30 days shall accrue interest at the rate of 10% per annum.

SECTION 3.

COST – PROFESSIONAL

SERVICES FEES

CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD)
Feasibility Study - RFP INF 22-02
Estimated
Cost
Estimated
Hours
CEO /
President SVP VP Analyst
TASKS $395 /
$365 $325 $225 $165
1 Identify Boundaries and Initial
Screening Criteria $10,320 38 3 18 8 9
2 Tax Increment Analysis $10,715 39 4 18 8 9
3 Identify Infrastructure Needs
(and Complementary Funding
Sources)
$10,100 36 4 18 6 8
4 Next Steps for Implementation $6,250 22 2 12 4 4
5 Study Results (Including
Presentation / Workshop) $5,220 20 12 8
Professional Services Total $42,605 155 13 78 26 38
15% Contingency per RFP $6,391
Reimbursable Expenses $738
Total Not-to-Exceed Budget $49,734
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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18 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02

PRICING SCHEDULE
REQUEST FOR PROPOSAL NO. INF 22-02

EIFD FEASIBILITY STUDY
REQUIRED SERVICES Unit Price
Professional Services Fees for performance and delivery of Tasks 1-5 $49,734 TOTAL $49,734
Additional Services (Please specify) N/A
Will proposer accept the City’s Epay Payment Program? Please check one: Yes __X__ No ____ Information regarding the program is provided in GENERAL INFORMATION – ELECTRONIC PAYMENT INFORMATION, PAGE 10.

Company Name (Proposer):

Kosmont & Associates, Inc., Dba Kosmont Companies
By (Person Submitting Proposal):

Print Ken K Hira
By Person Submitting Proposal):
(Signature)
Title of Person Submitting Proposal: President
President
Business Address
(City/State/Zip): Manhattan Beach, CA 90266
Email Address: [email protected]
Telephone Number: 424-297-1070
Fax Number: 424-286-4632
Date: 11/11/2021
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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KOSMONT COMPANIES
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1070 www.kosmont.com
KOSMONT COMPANIES 2022 FEE SCHEDULE
Professional Services
Chairman & CEO $395.00 / hour
President $365.00 / hour
Senior Vice President/Senior Advisor $325.00 / hour
Vice President $225.00 / hour
Senior Project Analyst $195.00 / hour
Project Analyst/Project Research $165.00 / hour
Assistant Project Analyst/Assistant Project Manager $125.00 / hour Project Promotion/Graphics/GIS Mapping Services $ 95.00 / hour Clerical Support $ 70.00 / hour
• Additional Expenses
In addition to professional services (labor fees):
1) An administrative fee for in-house copy, fax, phone, postage costs, digital/technological support and related administrative expenses will be charged, which will be computed at four percent (4.0 %) of monthly Kosmont Companies professional service fees incurred; plus
2) Out-of-pocket expenditures, such as travel and mileage, professional printing, and delivery charges for messenger and overnight packages will be charged at cost. 3) If Kosmont retains Third Party Vendor(s) for Client (with Client’s advance approval), fees and cost will be billed to Client at 1.1X (times) fees and costs.
4) Consultant’s attendance or participation at any public meeting, whether such participation is in person, digital, video and/or telephonic (e.g., City Council, Planning Commission, Public Agency Board, other) requested by Client and are beyond those specifically identified in the Scope of Work will be billed at the professional services (hourly) fees as shown on this on this rate sheet.
• Charges for Court/Deposition/Expert Witness-Related Appearances Court-related (non-preparation) activities, such as court appearances, depositions, mediation, arbitration, dispute resolution and other expert witness activities, will be charged at a court rate of 1.5 times scheduled rates, with a 4-hour minimum.

Rates shall remain in effect until December 31, 2022.
19 SECTION 3.

COST – PROFESSIONAL

SERVICES FEES

CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD)
Feasibility Study - RFP INF 22-02
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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SECTION 4.

REFERENCES

CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD) Feasibility Study RFP INF 22-02
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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Company Name: CITY OF FRESNO (See Letter of Recommendation to follow) Address: 2600 Fresno Street
City, State, Zip Code: Fresno, CA 93721
Contact Person: Nelson Esparza, Council Vice President District 7 Email Address: [email protected]
Telephone Number: (559) 621-8000
Type of Business: City of Fresno Downtown and Blackstone BRT Corridor EIFD Formation Date of Service: 2019 – present
Annual Contract Value $105,000
Company Name: CITY OF LA VERNE
Address: 3660 "D" Street
City, State, Zip Code: La Verne, CA 91750
Contact Person: Bob Russi, City Manager
Email Address: [email protected]
Telephone Number: (909) 596-8726
Type of Business: Enhanced Infrastructure Financing District (EIFD) Feasibility Analysis, Formation, and Debt Issuance Underwriting
Date of Service: 2/2016 to present
Annual Contract Value $100,000

REFERENCES
REQUEST FOR PROPOSAL AND SPECIFICATIONS NO. INF 22-02

EIFD FEASIBILITY STUDY
All proposers must provide a list of five (5) current or former clients in the area provided below, identifying prior experience with the same type of services requested by the City under Scope of Work. References shall have similar volume and requirements to those outlined in these specifications, terms and conditions. Proposer’s failing to provide references shall be deemed unacceptable.

Company Name: CITY OF PLACENTIA
Address: 401 East Chapman Avenue
City, State, Zip Code: Placentia, CA 92870
Contact Person: Damien Arrula, City Administrator
Email Address: [email protected]
Telephone Number: (714) 745-5615
Type of Business: City of Placentia / County of Orange EIFD Formation, Debt Issuance Structure Date of Service: 2017 – present
Annual Contract Value $100,000 20
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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Company Name: SOUTHERN CALIFORNIA ASSOC. OF GOVERNMENTS (SCAG) Address: 900 Wilshire Blvd., Ste. 1700
City, State, Zip Code: Los Angeles, CA 90017
Contact Person: Kome Ajise, Executive Director
Email Address: [email protected]
Telephone Number: (213) 236-1836
Type of Business: Value Capture District Advisory
Date of Service: 2015 to present
Annual Contract Value $307,000
Company Name: CITY OF AZUSA
Address: 213 E Foothill Blvd.

City, State, Zip Code: Azusa, CA 91702
Contact Person: Sergio Gonzalez
Email Address: [email protected]
Telephone Number: 626-812-5239
Type of Business: TIF / EIFD Feasibility Study
Date of Service: 2020 – 2021
Annual Contract Value $136,000
Company Name (Proposer): Kosmont & Associates, Inc., Dba Kosmont Companies 21 DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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LETTER OF RECOMMENDATION
22 SECTION 4.

REFERENCES

CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD)
Feasibility Study - RFP INF 22-02
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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APPENDIX

CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD) Feasibility Study RFP INF 22-02
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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23 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02

PROPOSAL ACKNOWLEDGEMENT
REQUEST FOR PROPOSAL AND SPECIFICATIONS NO. INF 22-02

10. No Guarantee or Warranty: The City makes no guarantee or warranty as to the condition, completeness or safety of any material or equipment that may be traded in on this order.

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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24 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 THE undersigned acknowledges receipt of the referenced RFP and/or Addenda and offers and agrees to furnish the articles and/or services specified on behalf of the proposer indicated below, in accordance with the specifications, terms and conditions of this RFP and Proposal Acknowledgement, for the pricing indicated on the Pricing Schedule.

Firm:

Kosmont & Associates, Inc., Dba Kosmont Companies
Address:
1601 N Sepulveda Blvd. #382
City/State/Zip:

Manhattan Beach, CA 90266
Signature/Title/Date:

President 11/11/2021
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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25 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02

EXCEPTIONS, CLARIFICATIONS, AMENDMENTS
REQUEST FOR PROPOSAL AND SPECIFICATIONS NO. INF 22-02

EIFD FEASIBILITY STUDY
Exceptions, Clarifications, Amendments
List requests for proposal clarifications and exceptions below, if any, sign and submit with your proposal response.

Item No. Reference To: Description
Page No. Paragraph No.
1 2
3 4
29 33
41 41
1 2
2 3
Our liability shall not exceed the limits of our insurance.

Kosmont interprets Form 700 to be applicable to elected officials and public employees. The prospective assignment and consulting services that Kosmont will provide will be of a relatively limited scope and duration, and advisory in nature. Kosmont will be making recommendations only, which advise the City, including its elected officials, appointed officials and staff, and such advice can be accepted or rejected. None of Kosmont's staff will act in a capacity as an elected official, nor appointed official, nor as staff, nor as serving in a "designated" position. Therefore, if awarded the contract we believe our privately held California Corporation should not be required to submit Form 700.

Please strike “whether or not the act or omission arises from the sole negligence of the City”
Please strike “Consultant’s obligation to defend, indemnify and hold the City and its agents harmless is not limited to or restricted by any requirements in the Agreement for consultant to procure and maintain a policy of insurance”
Company Name (Proposer): Kosmont & Associates, Inc., Dba Kosmont Companies DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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26 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02

FINANCIAL INTEREST DISCLOSURE
REQUEST FOR PROPOSAL AND SPECIFICATIONS NO. INF 22-02

EIFD FEASIBILITY STUDY

FINANCIAL INTEREST DISCLOSURE

Tests of Materiality:

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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27 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 It is the legal obligation of all applicants for approval of an agreement or of an application for development rights to verify in writing, under penalty of perjury, that the identity of each person having a material financial interest in the agreement or application or development rights is true, correct and complete. The applicant understands that this information is provided under penalty of perjury, and that intentionally supplying misinformation or deception may result in either invalidation of the agreement or application, or criminal prosecution for misdemeanor violation of the Modesto Municipal Code, or both. Negligent provision of misinformation shall be grounds for invalidation. In accordance with the Modesto Municipal Code, each applicant has a continuing obligation to maintain the truth, accuracy and completeness of the financial interest disclosure information provided below until after final consideration by the City Council of any matter arising out of or relating to the agreement or application.

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

COMPANY NAME: Kosmont & Associates, Inc., Dba Kosmont Companies APPLICANT’S NAME (SIGNATURE):

Ken K Hira / President
APPLICANT’S NAME/TITLE (PRINT):

Applicable Names: DATE: 11/11/2021
(See attached list)
Questions concerning the application of either test to particular facts should be resolved in advance of Council action by agreement with the department head recommending approval of its agreement/application.

DIRECTOR
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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28 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02

FINANCIAL INTEREST DISCLOSURE
COMPANY NAME: Kosmont & Associates, Inc., Dba Kosmont Companies NAMES
Signature / Print:

Signature / Print:

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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Kosmont Companies
Mailing Address: 1601 N. Sepulveda Blvd., #382 (424) 297-1070 Physical Address: 1230 Rosecrans Ave., #630 Manhattan Beach, CA 90266 www.kosmont.com Manhattan Beach, CA 90266

COMPANY HISTORY STATEMENT
November 12, 2021
Mr. Robert Kimball
Marketing Specialist, Economic Development
City of Modesto
1010 10th Street
Modesto, California 95354
Dear Mr. Kimball and City Staff:

As requested in the City of Modesto’s EIFD Feasibility Study RFP (INF 22-02), please find Kosmont’s history statements below:
• Kosmont Companies was established in 1986 and has been providing services for 35+ years. • Kosmont & Associates, Inc., Dba Kosmont Companies is a California Corporation incorporated in 1990.
• The company has no judgements, litigation, license violations or other violations outstanding or resolved in the past five years.
• CONFIDENTIAL: Financial Stability Statements are provided separately in a password protected PDF sent directly to Mr. Kimball.

Sincerely,
Ken K. Hira
President
29 DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #6..
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-1

FIRST AMENDMENT

TO STANDARD AGREEMENT

FOR CONSULTANT SERVICES
THIS FIRST AMENDMENT, 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 Kosmont Companies, a California corporation, hereinafter referred to as "Consultant". Collectively City and Consultant may be referred to as “Parties”.

This First Amendment is made with regard to the following recitals:

A. The City and Consultant entered into a standard agreement for consultant services dated February 8, 2022, to perform an Enhanced Infrastructure Financing District Feasibility Study (the “AGREEMENT”).

B. The City desires to expand the scope of services of the AGREEMENT to implement the formation of an Enhanced Infrastructure Financing District.

C. Consultant represents that it is qualified, willing, and able to provide the services.

NOW, THEREFORE, in consideration of this FIRST AMENDMENT, and the mutual promises, covenants, and stipulations hereinafter contained, the parties agree as follows:
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-2

1. SCOPE OF SERVICES.

Section 1, “Scope of Services”, of the AGREEMENT is amended to incorporate Kosmont Companies Work Plan for EIFD Implementation Advisory dated July 28, 2022 as Attachment 1 to AGREEMENT Exhibit “A”.

2. COMPENSATION.

Section 3, “Compensation”, of the AGREEMENT is amended to increase the total compensation for Consultant by $62,500 for a total amount not to exceed $112,234, and to read in its entirety as follows:
“Consultant agrees to accept a sum not to exceed ONE HUNDRED TWELVE THOUSAND, TWO HUNDRED THIRTY-FOUR AND 00/100 DOLLARS ($112,234.00) as full remuneration for performing all services and furnishing all staffing and materials called for in Exhibit "A" and for performance by Consultant of all of its duties and obligations under this Agreement.

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

3. EFFECT OF AMENDMENT.

Except as modified and amended by this FIRST AMENDMENT to the AGREEMENT, all other provisions of the AGREEMENT shall remain unchanged and in full force and effect.
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-3
IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Amendment for Consultant Services in duplicate by its City Manager and attestation by its City Clerk on the day of , 2022, and Kosmont Companies has caused this Agreement to be duly executed in duplicate as of the Effective Date.
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ATTACHMENT 1 TO EXHIBIT A

STANDARD AGREEMENT

FOR CONSULTANT

SERVICES
#6..
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Kosmont Companies
Mailing Address: 1601 N. Sepulveda Blvd., #382 (424) 297-1070 Physical Address: 1230 Rosecrans Ave., #630 Manhattan Beach, CA 90266 www.kosmont.com Manhattan Beach, CA 90266 Memorandum
To: City of Modesto, Community and Economic Development Bob Kimball, Marketing Specialist
Jorge T. Barrera, J.D., Economic Development Manager

From: Kosmont Companies
Ken K. Hira, President
Joseph Dieguez, Senior Vice President
Date: July 28, 2022
RE: Kosmont Companies Work Plan for EIFD Implementation Advisory I. BACKGROUND
Pursuant to a Professional Services Agreement between the City of Modesto (“City” or “Client”) and Kosmont Companies (“Kosmont” or “Consultant”) dated February 8, 2022, Kosmont has prepared a Feasibility Study for an Enhanced Infrastructure Financing District (“EIFD”) within the City. Based on feedback from the City Council on the findings, staff has indicated potential interest in assistance from Kosmont for the implementation of an EIFD consistent with the Feasibility Study.

Kosmont proposes the following Work Plan accordingly.

II. WORK PLAN
Task 1: Stakeholder Outreach and Resolution of Intention (ROI) Kosmont will assist the City with outreach to public and private sector entity stakeholders, potentially including, but not limited to:
• County of Stanislaus (“County”) Administrative Office / Auditor-Controller / Treasurer / Tax Collector / Property Tax Manager / Economic Development / Public Works staff • County Board of Supervisors
• Major district area property owners, businesses, and/or registered voters.

Kosmont will accordingly assist with preparation and presentation of EIFD analysis materials as appropriate for such outreach. Based on stakeholder feedback, Kosmont will refine preliminary tax increment projections and related funding and financing analysis.

The goal of this Task is to receive direction/confirmation on which taxing entities would proceed with EIFD formation initially, recognizing that other taxing entities may join in a subsequent year. #6..
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City of Modesto
Kosmont Work Plan for EIFD
Implementation
July 28, 2022
Kosmont Companies 2 | Page
(424) 297-1070
www.kosmont.com
Kosmont will assist with determination of refined district boundaries and governing Public Financing Authority (“PFA”) board composition as required for adoption of the Resolution of Intent (“ROI”) to initiate district formation proceedings.

Kosmont will assist City staff and the City Attorney’s office (and potentially County staff and County Counsel) with the preparation of requisite documentation for the ROI, including certification of completion of redevelopment dissolution prerequisites. Kosmont will assist with coordination and presentation at the required meeting(s) of the City Council (and potentially also County Board of Supervisors) to adopt the ROI and will assist with required noticing of the ROI following the legislative body actions.

Task 2: Fiscal and Economic Impact Analysis
Kosmont will prepare an analysis of fiscal revenues (e.g., property tax, sales tax), fiscal expenditures (e.g., police, fire, community service costs), and the resulting net fiscal impact to the City general fund (and potentially also County general fund) from potential district implementation, as required by EIFD law. It is additionally anticipated that the County may wish to review such analysis as part of potential partnership discussions.

Task 3: Infrastructure Financing Plan (IFP) Preparation Kosmont will collaborate with City staff and appropriate third-party consultants (e.g., special counsel, engineering / surveying consultants) on the preparation of the required Infrastructure Financing Plan (“IFP”) and related appendices. The IFP must include a legal description of district boundaries, public improvements to be implemented, location, timing, and costs of development and financial assistance, finalized tax increment projections, intention to incur debt (e.g., bonds), district termination date, taxing entity fiscal impact analysis (included in Task 3), and replacement housing obligations. Kosmont will assist City staff (e.g., Clerk’s office) in the required distribution of the IFP to property owners within the EIFD and to affected taxing entities. Kosmont will assist the City in drafting and coordinating the required noticing (e.g., website, mailing, newspaper notices) of the PFA meeting and hearings for IFP approval and EIFD formation.

Task 4: IFP Approval and EIFD Formation Hearings
Kosmont will assist in coordination, preparation, and presentation of required materials at the required City Council and PFA meetings and hearings to approve the IFP and form the EIFD. While Kosmont is not a law firm / attorney, we will provide draft content for required resolutions for review by the City Attorney and/or special counsel. Kosmont anticipates two PFA public meetings, three PFA public hearings, and one City Council meeting as part of this task (this budget assumes that Kosmont will participate in-person for some meetings and virtually for others, as deemed mutually appropriate by the City and Kosmont). Once the EIFD is successfully formed, Kosmont will assist City staff in completing the required EIFD filings with the State Board of Equalization. #6..
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City of Modesto
Kosmont Work Plan for EIFD
Implementation
July 28, 2022
Kosmont Companies 3 | Page
(424) 297-1070
www.kosmont.com
III. SCHEDULE AND REQUIRED DATA
Consultant is prepared to commence work upon receipt of this executed Work Plan agreement.

Kosmont anticipates a district formation timeline of approximately 12 months.

It is assumed that the City Attorney’s office or third-party special counsel will assist with review of all legal documentation (e.g., resolution of intention, resolution of formation). It is also assumed that the City will assist via public works / engineering staff or third-party engineering / surveying consultant for the preparation of the required map and legal description of EIFD boundaries.

Kosmont is able to recommend qualified firms as desired.

IV. BUDGET AUTHORIZATION
Compensation for Task 1 through Task 4 is estimated below for professional services (hourly) fees at Consultant’s billing rates as reflected in the Professional Services Agreement between the City and Kosmont dated February 8, 2022.

Tasks Estimated Budget
1) Stakeholder Outreach and Resolution of Intention $12,500 2) Fiscal and Economic Impact Analysis $12,500
3) Infrastructure Financing Plan (IFP) Preparation $17,500 4) IFP Approval and EIFD Formation Hearings $20,000
Estimated Total Professional Services (Hourly) Fees $62,500 Budget may be re-allocated between Tasks as may be needed to provide adequate services to Client. Budget may be increased by Client at any time.
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City of Modesto
Kosmont Work Plan for EIFD
Implementation
July 28, 2022
Kosmont Companies 4 | Page
(424) 297-1070
www.kosmont.com
V. ACCEPTANCE AND AUTHORIZATION
Read, understood, and agreed to this
____ Day of _______________ 2022
City of Modesto Kosmont & Associates, Inc.
doing business as “Kosmont Companies”

By: _________________________ By: _________________________ (Signature) (Signature)
Name: __________________ Name: Larry J. Kosmont
(Print Name)
Its: ___________________________ Its: Chairman & CEO
(Title)
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Community & Economic
Development
1010 10th Street, 3rd Floor
Modesto, CA 95353
(209) 571-5585
Economic Development Committee Briefing Sheet
Enhanced Infrastructure Financing District Feasibility Study Committee Date – September 14, 2022
Overview
In 2012, the State of California dissolved Redevelopment Agencies. In 2014, SB 628 authorized formation of Enhanced Infrastructure Financing Districts (EIFDs), a limited tax increment financing method. EIFDs may be established by one or more taxing entities. An EIFD is not a new tax; once formed they retain a portion of property tax growth in that area for infrastructure investment that can stimulate private investment and help attract additional sources of financing including grants and low-cost credit.

In 2021, the City Council authorized an allocation of $200,000 of Federal ARPA funds for the purpose to explore EIFD Feasibility Assessment and Formation. Staff prepared an RFP for an EIFD Feasibility Study, and selected Kosmont Companies to perform the assessment beginning in February 2022. The Feasibility Study has drawn preliminary EIFD boundaries, analyzed property valuation and tax increment revenue generation, assembled a potential list of infrastructure investment projects and laid out steps that will be required to form Enhanced Infrastructure Financing District(s).

The proposed Modesto EIFD includes three areas: 1) Downtown with addition of property along the Tuolumne River including the municipal golf course and John Thurman Field; 2) the McHenry Avenue corridor from Needham to the northern City limit (just south of Pelandale); and 3) the Kiernan Business Park. A map is included below for reference.

The City Council will ultimately consider authorization to proceed to form an EIFD, which could include partnering with the County as a taxing entity. The formation will also consider the tax increment allocations, finalizing District boundaries, passing Resolution/s of Intention to Form an EIFD, establishing an independent Public Financing Authority (PFA), creating an Infrastructure Finance Plan (IFP), and filing for incorporation with the California Secretary of State. EIFDs require no vote to establish.

Potential issues
Three public hearings of which residents and property owners in the identified district(s) are invited are required. The third public hearing offers an opportunity for protests. Protest by more than 50% of residents and property owners can block the formation of an EIFD. To date, no EIFD has been blocked by protest. #6..
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2 An EIFD uses new tax increment to invest in infrastructure, affordable housing or capital maintenance in the established district. This means that that new revenue does not go to the General Fund.

Estimated Cost and Estimated City Revenues
The EIFD Feasibility Study cost is $49,734, funded by ARPA allocation. EIFD Formation costs based on the Kosmont Companies’ EIFD formation proposal dated July 28, 2022 are estimated to be between $65,000 and $212,500. Proposed funding includes $150,066 in remaining ARPA EIFD program allocation from the Modesto Forward program. Any formation funding required in excess of the $200,000 ARPA allocation can be paid by the EIFD after formation.

Revenue Generation for the EIFD has been projected on a 50-year present value basis with a 6% deflator to be between $11,488,000 for a 25% tax increment allocation by the City of Modesto alone, to $37,933,000 for a 50% tax increment allocation by both the City of Modesto and Stanislaus County. Under these scenarios, the City of Modesto General Fund would retain from 50% to 75% of total City property tax increment generated by the EIFD – amounting to $23-$34million 50-year present value with a 6% deflator. This estimate will be refined in the next phase of work in a “net fiscal impact analysis”. An EIFD may opt to bond its tax increment revenue stream.
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3 Impact on other departments
Forming an EIFD may require City time and resources involving City Clerk, Legal, Finance, Engineering, Public Works, City Council and City Manager’s Office. Once formed, Finance will monitor the revenues and expenditures in the district. There are no known impacts to other departments after formation.

Impact on other citywide issues
Facilitating and accelerating infrastructure investment will directly promote the goal of economic vitality which is consistent with the City Council 2020-2025 Strategic Plan Goal E, Drive Economy Vitality.

An EIFD is expected to help finance infrastructure investments called for in the Modesto Downtown Master Plan and support the Modesto 2050 General Plan Amendment.

Public Impact
EIFDs are long-lived (typically fifty years) investment vehicles. EIFDs not only fund initial project investments, but can also pay for capital maintenance. EIFDs add housing, improved water, sewer, broadband and transportation infrastructure, contribute to public safety and quality of life through open spaces including parks, and stimulate private investment and jobs and public grant funding.

Draft Boundaries for Proposed Modesto EIFD
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Economic Development CommitteeSeptember 14, 2022

Economic Development Committee
September 14, 2022