Agenda packet — Economic Development Committee, October 3, 2022 (part 1 of 2)

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www.modestogov.com
AGENDA
City of Modesto

ECONOMIC DEVELOPMENT COMMITTEE / COUNCIL

WORKSHOP
Held Via Teleconference
(To Access Meeting Please See Instructions Below)
Monday, October 03, 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, the Council approves the items at one time. The action taken by the Council in approving consent items is set forth in the explanation of this individual item. - 3 -
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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 approving the Agreement with Michael Baker International for the Development of the 6th Cycle General Plan Housing Element Update, in an amount not to exceed $349,790 and forwarding to Council for approval. (Funding Source:

Local Early Action Planning (LEAP) Grant, SB2 Planning Grant) CED; Jessica Hill, 209-577-5211, [email protected]
Consent

2. Consider approving a Fifth Amendment to the Agreement with California Property Specialists, Inc., dba CPSI, an Interwest Consulting Group, Inc. company, for Additional Right-Of-Way Services for the State Route 132 West Freeway/Expressway - Phase 1 Project, increasing the Agreement amount by $177,425, plus $44,356 additional services, if needed, for a total increase of $221,781 from $3,737,413 for a total amount not to exceed $3,959,194, and forwarding to Council for approval. (Funding Source: Streets Capital Facility Fees)
CED; Toby Wells, 209-571-5542, [email protected]
Consent

3. Consider approving an Agreement with West Yost Associates, Sacramento, CA, for Engineering Design Services for the Grayson Water Infrastructure Project in the amount $1,464,918 for the identified scope of services, plus $146,492 in additional services, if needed, for a total amount not to exceed $1,611,410, amending the Fiscal - 4 -
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Year 2022/23 Capital Improvement Program Budget in the amount of $703,461 and forwarding to Council for approval. (Funding Source: Water Fund) UTILITIES; Edgar Vargas, 209-571-5424, [email protected] Consent

4. Consider approving an Agreement with West Yost Associates, Sacramento, CA, for Engineering Services for a Groundwater Well Strategy Plan in the amount of $100,900 for the identified scope of services, plus $10,090 in additional services, if needed for a total amount not to exceed $110,990, amending the Fiscal Year 2022/23 Multi-Year Program Budget and forwarding to Council for approval. (Funding Source: Water Fund)
UTILITIES; Jim Alves, 209-571-5557, [email protected] Consent

5. Consider approving a First Amendment to the Purchase Agreement with Muniquip Inc., Roseville, CA, for Wemco/Hidrostal pump parts and/or electrical components and increasing the annual estimated amount by $30,000 from $16,000, for a new estimated annual amount of $46,000 and a new total amount not to exceed $250,237 over five years and forwarding to Council for approval. (Funding Source: Sewer and Stormwater Fund)
UTILITIES; Monte Hamilton, 209-342-4505, [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:

October 3, 2022
Date: September 15, 2022
TO: Economic Development Committee
Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
David Wright, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Jaylen French, Director of Community and Economic Development SUBJECT: Agreement with Michael Baker International for the development of the 6th Cycle General Plan Housing Element Update
CONTACT: Jessica Hill, Community Development Manager
[email protected], 209-577-5211
DESCRIPTION:

Consider approving the Agreement with Michael Baker International for the Development of the 6 th Cycle General Plan Housing Element Update, in an amount not to exceed $349,790 and forwarding to Council for approval. (Funding Source: Local Early Action Planning (LEAP) Grant, SB2 Planning Grant)
STRATEGIC PLAN ELEMENT:

The recommended action supports the City of Modesto’s 2020-2025 Strategic Plan - Goal E:

Drive the success of a vibrant and economically sustainable climate.

BACKGROUND:

California Government Code (GC) Section 65302 requires each city and county in the state to have a general plan, a “comprehensive, long-term” plan for the physical development or preservation of lands within or proximate to the jurisdiction’s boundaries. Pursuant to Subsection “c” of GC Section 65302, each general plan must include, at a minimum, elements addressing land use, transportation/circulation, conservation, open space, safety, noise, environmental justice, and housing. The housing element is one of the eight (8) elements that make-up the City’s General Plan.

The City’s 2015-2023 Housing Element is set to expire, and housing elements in the Stanislaus County region must be adopted by December 31, 2023 (with a 120-day grace period ending April 29, 2024. If certification is not achieved by the grace period, the City is allowed one year from the adoption deadline to complete the necessary action to meet the City’s designated housing needs, whereas if certification is achieved within the grace period, the City is allowed #1..
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Agreement with Michael Baker International for the development of the 6th Cycle General Plan Housing Element Update

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three years from the adoption deadline to complete the necessary actions. Due to the level of complexity in preparing the housing element within these time constraints, the City has sought to engage with a consultation firm that specializes in preparation of the housing elements throughout the State.

The Stanislaus Council of Governments (StanCOG), the region’s Metropolitan Planning Organization (MPO), is responsible for the preparation of the region’s Regional Housing Needs Allocation (RHNA), which is the distribution of housing units to the jurisdictions in the region of the identified total housing need issued by the State. StanCOG adopted the RHNA on August 17, 2022. The City’s 6th Cycle RHNA for the period between 2023 and 2031 is 11,248 units.

The Housing Element is the planning document used to determine how the City is to accommodate this housing need.

DISCUSSION:

On June 18, 2021, the Planning Division, in coordination with the Purchasing Division, issued a formal request for proposals (RFP) to assist with the development of a housing element. The City did not receive any bids with this request.

On December 21, 2021, with the approval of the Director of Finance, Purchasing Manager and Planning Manager, the Planning Division released a targeted informal RFP to firms that have experience in assisting in preparing Housing Elements. The informal bidding process closed on February 3, 2022.

Of the seven (7) firms solicited in this process, two (2) firms returned proposals to the City for review. Michael Baker International was the lowest responsible bidder at $349,790. The complete Michael Baker International proposal is included as Attachment 1. The scope for this plan development includes the following:
 Task 1 – Project Management and Coordination: Pre-Consultation Kick-off, Project scheduling, and defining expectations.
 Task 2 – Community Outreach and Engagement: Includes Community Workshops (2), City Council or Joint City Council/Planning Commission Study Session, Stakeholder Interviews and surveys, and Public Review Draft Hearing  Task 3 – Research and Analysis: Evaluation of 2015-2023 Housing Element and Accomplishments, Housing Needs Assessment, Affirmatively Furthering Fair Housing (AFFH), Housing Resources and Sites Inventory, Housing Constraints, and Housing Plan (Goals, Policies, and Quantified Objectives)
 Task 4 – Housing Element Preparation: Draft Housing Element (Screen check and Public Review Drafts) and HCD Substantial Compliance Review and Final Draft Housing Element
 Task 5 – California Environmental Quality Act (CEQA) and CEQA Strategy Development  Task 6 – Housing Element Adoption and Certification: Planning Commission, City Council Hearings, and State Certifications
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Modesto Municipal Code (MMC) Section 8-3.203 generally requires all purchases that meet or exceed $50,000 for material, equipment, or contractual services to follow the formal bid procedures. Due to the no bids received as part of the formal bidding process, the RFP was granted special consideration by the Purchasing Manager to be conducted informally.

The award and agreement for development of the 6th Cycle General Plan Housing Element Update for the Community and Economic Development Department to Michael Baker International conforms with MMC Section 8-3.204 (d), “...where the Purchasing Manager, in his or 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. Such alternatives may include, but are not limited to, a "two-step" procurement process or a procurement based solely on a technical evaluation.” FISCAL IMPACT:

The agreement with Michael Baker International to prepare the 6th Cycle General Plan Housing Element Update will be funded in an amount not to exceed $349,790, through a combination of both the LEAP and SB2 Planning grant funds. There is no impact to the General Fund.

Approved by:

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

1. Housing Element Consultant Agreement

2. Exhibit A Consultant Agreement
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STANDARD AGREEMENT

FOR CONSULTANT 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 MICHAEL BAKER INTERNATIONAL, a California corporation, hereinafter referred to as "Consultant." This Agreement is made with regard to the following recitals:

A. The City has determined that development of the 6th Cycle General Plan Housing Element Update should be prepared for the City to meet requirements of California Government Code (GC) Section 65302.

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.
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09/27/22 C:\Users\fsplendorio\AppData\Local\Temp\Scrub\n5vu5mmi\3i3zypme.docx 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 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 THREE

HUNDRED FORTY-NINE THOUSAND SEVEN HUNDRED AND NINETY
DOLLARS ($349,790) 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 “A” 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.
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Throughout the term of this Agreement, Consultant shall possess, or secure all licenses, permits, qualifications and approvals legally required to conduct business. Consultant warrants that it has all of the necessary professional capabilities and experience, as well as all tools, instrumentalities, facilities and other resources necessary to provide the City with the services contemplated by this Agreement. Consultant further warrants that it will follow the best current, generally accepted and professional practices to make findings, render opinions, prepare factual presentations, and provide professional advice and recommendations regarding this project.

5. PERFORMANCE BY KEY EMPLOYEE.

Consultant has represented to City that Dan Wery, Project Manager, Housing Lead, 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 TwentyFive percent (25%) 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.

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
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09/27/22 C:\Users\fsplendorio\AppData\Local\Temp\Scrub\n5vu5mmi\3i3zypme.docx 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.

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.
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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 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.
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09/27/22 C:\Users\fsplendorio\AppData\Local\Temp\Scrub\n5vu5mmi\3i3zypme.docx 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.

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.
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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.

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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09/27/22 C:\Users\fsplendorio\AppData\Local\Temp\Scrub\n5vu5mmi\3i3zypme.docx FOR Consultant:

Dan Wery
Michael Baker International
9755 Clairemont Mesa Boulevard, Suite 100
San Diego, CA 92124
(858) 354-0116
FOR CITY:

City of Modesto
Planning Division
Attn: Community Development Manager
P.O. Box 642
Modesto, CA 95354
(209) 577-5211

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 aggregate limit is used, either the general aggregate limit shall #1..
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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 $2,000,000 per claim, $4,000,000 aggregate. If coverage is on a claims made basis it shall be maintained for at least three (3) years following completion of the work.

Upon failure of the Consultant to furnish, deliver or maintain such insurance and certificates as above provided, this Agreement, at the election of the City, may be forthwith declared suspended or terminated. Failure of the Consultant to obtain and/or maintain any required insurance shall not relieve the Consultant from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Consultant concerning indemnification. The City, #1..
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09/27/22 C:\Users\fsplendorio\AppData\Local\Temp\Scrub\n5vu5mmi\3i3zypme.docx 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 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
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.

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 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.
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09/27/22 C:\Users\fsplendorio\AppData\Local\Temp\Scrub\n5vu5mmi\3i3zypme.docx 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 #1..
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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. 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 #1..
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09/27/22 C:\Users\fsplendorio\AppData\Local\Temp\Scrub\n5vu5mmi\3i3zypme.docx 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.

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

17. INDEMNITY.

The Consultant shall hold the City, its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any act or omission of Consultant whether or not the act or omission arises from #1..
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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.

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. ENTIRE AGREEMENT.

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.

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.

20. WAIVER.
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09/27/22 C:\Users\fsplendorio\AppData\Local\Temp\Scrub\n5vu5mmi\3i3zypme.docx 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.

21. 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.

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. #1..
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25. CITY BUSINESS LICENSE.

Consultant shall have a City of Modesto business license. #1..
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09/27/22 C:\Users\fsplendorio\AppData\Local\Temp\Scrub\n5vu5mmi\3i3zypme.docx 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 MICHAEL BAKER INTERNATIONAL. has caused this agreement to be duly executed in duplicate as of the Effective Date.
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EXPERIENCE
Michael Baker has
completed more than 100 Housing
Elements through the 5th Cycle and
have completed and are working on
multiple 6th Cycle Housing Element
Updates. We have the depth and
breadth of experience to get the City
through even the most complicated
process.

TEAM
The key members of the
Michael Baker team have worked
together on multiple past and
ongoing Housing Elements. We will
streamline the process by
integrating the most up to date
knowledge from working with
Housing and Community
Development (HCD) and key
decision makers.

COMMITMENT TO

YOURSUCCESS
We understand the City’s interest
in meeting the affordable housing
needs of your residents. We will
provide you with a proven
Housing Element approach
methodology and the capacity
(~3,500 employees) to meet tight
deadlines in pursuit of this goal.

CITY OF MODESTO 2023-2031

HOUSING ELEMENT
August 10, 2022
Mr. Steve Mitchell, Planning Manager
City of Modesto
PO Box 642
Modesto, CA 95353
RE: 2023-2031 Housing Element Update
Dear Mr. Mitchell,
Michael Baker International (Michael Baker) is excited about the opportunity to partner with the City of Modesto (City) to support the development of the City’s 6th Cycle General Plan Housing Element (2023-2031) update. Michael Baker has a long history of working on Housing Elements, and a clear understanding of the requirements for this latest update. We have already completed multiple 6th Cycle Housing Elements for clients with earlier deadlines in Southern California and have successfully worked to address State Department of Housing and Community Development (HCD) comments. We have several more in process and, therefore, bring the depth and breadth of resources needed to help the City complete their requirements and meet HCD’s stringent requirements that accompany this cycle.

Michael Baker was founded in 1940 and we are recognized for our strong focus on housing and community planning services.

W E A R E R E A D Y A N D A V A I L A B L E T O S E R V E Y O U The City of Modesto needs an experienced housing and planning consultant to help guide the City through the new 6th Cycle. Our team has the advantage of having prepared some of the first Housing Elements under this new regime. We’ve worked closely with HCD and understand what they are likely to require of Modesto.

We have provided a detailed scope and budget and understand that your request for proposal is an informal one with limited specificity. We will gladly tailor our proposal to meet the City’s anticipated need. #1..
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CITY OF MODESTO■ 2023-2031 HOUSINGELEMENT
___________________________________________________________________________________________ Page 2 Dan Wery will serve as project manager on this effort and her office is:

Michael Baker International
9755 Clairemont Mesa Boulevard, Suite 100
Tax Identification Number: 25-1228638
We are confident the Michael Baker team will add value to the City, citizens, and keystakeholders by providing a clear and transparent process that allows for full participation.

Please contact me at 858-354-0116 or [email protected] for additional information or to schedule an interview. This proposal will remain valid for a period of no less than 90 days.

Sincerely,
MICHAEL BAKER INTERNATIONAL, INC.

_______________________________ ___________________________________ Dan Wery, AICP, LEED AP David Reel
Project Manager Vice President (authorized to bind)
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CITY OF MODESTO■ 2023-2031 HOUSINGELEMENT
___________________________________________________________________________________________ Page 3 Approach
Calling the6th Cycle Housing Elementan
“update” is almostamisnomer. With renewed
recognition of the State’s housing supply
shortages, requirements, expectations, and
scrutiny for this cycle are greater than any
previous update cycle. Even with this
understanding and heightened expectations at
the outset ofthe initial rounds of Housing
Element updates, the review and expectations
will require more resources, time, effort, and
commitment from both the consultant project
team and the City of Modesto.

This cycleresulted in dramatically increased
RHNA requirements while availableland and
opportunities continued to diminish. It also has
increased the need to rezone commercial and
residential areas to meet the RHNA, creating
more difficult choices and decisions to fulfill the
required obligations.What this means for
Modesto, is that our experience on the first
rounds of Housing Element updates in San
Diego County and the Southern California
Associations of Governments regions will
directly benefit the City, given our understanding
of HCD implementation of its guidelines,
requirements, and preferences.

Where prior elements required a demonstration
that zoning can accommodate additional
housing to meet the RHNA requirements,this
cyclerequires adetailed demonstration ofhow
proposed RHNA sites will likely bedeveloped in
the next eight-year planning period.Theseare
some of the significant changes in the 6th Cycle.

Additionally, what has become increasingly clear
through multiple HCD review cycles, comments,
and the recent publication of the HCD
Affirmatively Furthering Fair Housing (AFFH)
Guide is that this 6th Cycle Housing Element
requires an equal or greater emphasis and
commitment to significant and meaningful
change and correction to fair housing issues.

These include enforcement and outreach,
segregation and integration, access to
opportunity, and overcoming disproportionate
housing needs. This new focus and emphasis
requires a level of acknowledgment and
commitment to change on behalf of the City that
will challenge staff and decision makers to
provide geographically based programs with
objective, measurable, and enforceable
outcomes within specific timelines. Our
approach is to make sure that community
engagement is authentic, demonstrates
significant feedback from the public and
stakeholders, and reaches priority populations
who are often underrepresented and most
negatively affected by fair housing issues.

Qualifications -Why the Michael Baker
Team?
Founded in 1940, Michael Baker is a
multidisciplinary planning, engineering, and
construction management firm with nearly
3,500 employees nationwide, including more
than 600 in California. We have experience
working on behalf of over 100 municipalities
and local agencies, bringing a depth of
understanding and experienceunparalleled by
most firms. We are familiar with City processes
and requirements, which will expedite our ability
to quickly and effectively serve your team on the
2023-2031 Housing Element updates.

Our full suite of in-house services enables the
Michael Baker team to successfully manage any
community planning project. Our greatest
differentiator is our employees, who
demonstrate the ability to solve complex
problems. That is why we engage our people,
educate and train them, develop their careers,
and invest in their futures, expanding their skills
and expertise. Our adaptive approach to
integrating innovation and collaboration leads to
the best solutions for our clients.

This 6th Cycle Housing Element, while presenting
challenges for local government administrators,
also presents an opportunity to focus the
jurisdiction’s attention on the critical role that
the availability, density, and location of its
housing stock plays in the overall health and
resiliency of the community. Michael Baker’s
broad bench of planners bring significant
expertise in all aspects of community health,
safety, climate mitigation, and climate
resiliency.

Working with smaller jurisdictions to lend them
capacity and ensure they have access to
housing and community development resources
is “bread and butter” for our housing practice
area. Such support gives the Michael Baker
team a sense of purpose and mission in our
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CITY OF MODESTO■ 2023-2031 HOUSINGELEMENT
___________________________________________________________________________________________ Page 4 professional lives. As a company, We Make a
Difference.

Relevant Experience
As stated above, Michael Baker has prepared
over 100 Housing Elements through the 5th
Cycle, and we have completed and are currently
preparing multiple Housing Elements for the 6th
Cycle for municipalities throughout California.

Recent Housing Element experience is provided
in Table 1.

Similar Services
Our team has experience assisting cities with US
Department of Housing and Urban Development
(HUD) and HCD related programs, including
preparing and implementing Community
Development Block Grant (CDBG) funded public
works projects, Senate Bill (SB) 2 grants, Local
Early Action Planning (LEAP) grants, and
consolidated plans, and has prepared multiple
analyses of impediments to fair housing choice
(AI). Most recently, we have addressed COVID19 Aid, Relief and Economic Security Act relief by providing strategic guidance on developing a
plan and process for approximately 30 cities on
how to use their funds to best meet community
goals and needs related to housing.

Technical and Strategic Advisor
Michael Baker is proud ofthe work we have
done as part of our strategic partnership with
Veronica Tam and Associates (VTA) for this 6th
Cycle.

VTA is well known by HCDand throughout the
stateas a leader in
Housing Element
preparation and the
navigation of state
housing laws and
Housing Element requirements. Veronica Tam
shares her wealth of knowledge frompreparing
more than 120 Housing Elements, including 60
for the 5th Cycle, and more than 30 so far in this
6th Cycle, and has maintained a perfect record
of receiving state certification. VTA will provide
strategic, peer and technical review, and
recommendations throughouttheupdate
process, including:
» Review of the 2015-20235th CycleHousing
Element
» Review of pastaccomplishments
» Needs analysis
» Constraints analysis
» Strategy for the sites inventory
» Housing Plan program
» AFFHChapter
» Review and correspondencewith HCD
» Key meetings and hearings (kickoff, Planning
Commission, and City Council)
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CITY OF MODESTO■ 2023-2031 HOUSINGELEMENT
___________________________________________________________________________________________ Page 5 Table 1. Recent Housing Element Projects
Agency Project Name
County of San Diego 6th Cycle Housing Element Update ■
City of Chino Hills 6th Cycle Housing Element Update
City of Redlands 6th Cycle Housing Element Update ■
City of Lakewood 6thCycle Housing Element Update
City of Hesperia 6th Cycle Housing Element Update
City of Escondido 6th Cycle Housing Element Update ■
City of Gilroy 6thCycle Housing Element Update ■
Town of Los Altos Hills 6thCycle Housing Element Update ■ City of Pinole 6th Cycle Housing, Safety& Environmental Justice Elements ■ City of Tracy 6thCycle Housing Element Update ■
County of Riverside 6th Cycle Housing Element Update
City of Seal Beach 6th Cycle Housing Element Support Post HCD Comments City of Needles 6th Cycle Housing Element Update
City of San Juan Capistrano 6th Cycle Housing, Safety & Environmental Justice Elements ■ City of Grand Terrace 6th Cycle Housing Element Support Post HCD Comments City of Big Bear Lake 6th Cycle Housing Element Support Post HCD Comments City of Norwalk 6th Cycle Housing Element AFFH Support Post HCD Comments San Bernardino County Transit Authority (SBCTA) Fair Housing Guidance and Assistance and ADUProduction Enhancement City of Alameda Housing Element Update
City of Antioch Housing Element Update
City of Biggs Housing Element Update
City of Clayton Housing Element Update
City of Davis Housing Element Update
City of Dixon Housing Element Update
City of Fairfield Housing Element Update
City of Compton Housing Element Update
City of Lodi Housing Element and Analysis of Impediments City of Richmond Richmond Housing Element Addendum
City of Vallejo Housing Element Update
City of Rolling Hills Estates General Plan, Safety & 6th Cycle Housing Element Updates ■ ■ Projects performed with VTA
■ Projects performed as subconsultant to VTA as lead housing element consultant #1..
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CITY OF MODESTO■ 2023-2031 HOUSINGELEMENT
___________________________________________________________________________________________ Page 6

KEY TEAM MEMBER SUMMARY
Michael Baker has assembled a strong technical
team of housing experts with experience in
completing Housing Element projects for multiple
clients throughout California. Over the last two
decades, the core of Michael Baker’s success has
been staffing and organizing project delivery teams
tailored to the specific needs oftheprojectat hand
and delivering on our commitments. An
organizational chart of the key staff is represented
here.

Our project team offers an extensive array of
services associated with environmental compliance
and documentation with the benefit of in-house
specialists for technical evaluation and seasoned
California Environmental Quality Act (CEQA)
practitioners. We provide local, committed, and
qualified personnel with the requisite expertise,
experience, and knowledge to successfully deliver
this project for the City.

In addition to our 6th Cycle Housing Element
update experience, our teamhas experience
assisting cities with HUD and HCD related
programs, including preparing and implementing
CDBG-funded public works projects, SB 2 grants,
LEAP grants, and consolidated plans, and preparing
multiple AIs.

Briefresumebios of key team members are
provided on the following pages.

N O T E
Staff shown above are key team members; additional non-key staff will be used and are included in our Costs table later in this proposal.

City of
Modesto

PROJECT MANAGER
Dan Wery, AICP, LEED AP

KEY STAFF
Strategic Advisor
Veronica Tam, AICP (VTA)
Housing Specialist
Aaron Barrall
Engagement Lead
Emily Elliot, AICP
CEQA Lead
Peter Minegar, AICP

REPRESENTATIVE SUPPORT STAFF
Shannon Liska
Hannah Kreitman
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CITY OF MODESTO■ 2023-2031 HOUSINGELEMENT
___________________________________________________________________________________________ Page 7

PROJECT MANAGER, HOUSI NG LEAD
Dan Wery, AICP, LEED AP
Dan has over 30 years of public and private sector planning experience preparing general plans, zoning ordinances and subdivision codes, project entitlement review and processing, policy planning, public participation, and environmental impact document review and preparation. Dan enjoys bringing a creative, collaborative, and multi-disciplinary approach to planning, urban design, and development. His goal is to work with the City to create enduring value measured in economic, social, and environmental value for its constituents.

RELEVANT EXPERIENCE
6 th Cycle Housing Element Updates. Multiple Clients. PROGRAM MANAGER. Responsible for the management and preparation of Housing Element updates, including Community Outreach, Sites Inventory/Geographic Information System (GIS) Support, CEQA documentation, and Land Use Element and Safety Element amendments for the 2021-2029 (6th Cycle) Housing Element Update. ■ County of San Diego
■ City of Redlands
■ City of San Juan Capistrano
■ City of Escondido (subconsultant to VTA)
■ City of Gilroy
■ City of Los Altos Hills
■ City of Pinole
■ City of Tracy (subconsultant to VTA)
■ City of Norwalk AFFH
Housing, Environmental Justice, and Safety Element Update Strategy. County of San Diego. PROGRAM MANAGER. Prepared a comprehensive research, best practices, and strategy report that identified the statutory requirements, critical path and pro ject milestones, best practices, and recommendations on the approach and strategies for the preparation of updates to the County’s Housing, Environmental Justice, and Safety Elements.

Housing Element Update Technical Assistance Program. SBCTA. TECHNICAL & STRATEGIC ADVISOR. Provide technical assistance to multiple SBCTA jurisdictions related to their 6th Cycle Housing Element updates. This includes providing review and comment of draft documents, aiding public outreach activities, providing technical Q&A support, and offering staff to agencies to help them complete their updates.

On Call Advance Planning Services. County of San Diego. PROGRAM MANAGER. Responsible for the management and preparation of multiple projects from a multi-year on-call contract with the County of San Diego Planning and Development Services Department for advanced planning (policy and ordinance development). Recent projects include:
■ Housing Affordability Strategy Support
■ Residential Density Yield Analyses
■ Active Transportation Plan
■ Casa de Oro Revitalization Specific Plan
■ Comprehensive General Plan Amendment Property Specific Request Study ■ Valley Center South Village Form-Based Code
■ Urban Agricultural Incentive Zone
■ Dark Sky Communities Light Ordinance
■ Housing, Environmental Justice, and Safety Element Strategies Years Experience
30+
Education
BA, Urban Studies,
Columbia University
Licenses/Certifications
American Institute of
Certified Planners,
1993, 010438
LEED Accredited
Professional, 2009,
10037662
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CITY OF MODESTO■ 2023-2031 HOUSINGELEMENT
___________________________________________________________________________________________ Page 8 C o m p r e h e n s iv e D e v e lo p m e n t C o d e U p d a t e . City of Menifee. PROGRAM MANAGER, PRINCIPAL AUTHOR. Preparation of the first comprehensive Zoning Ordinance, Grading Ordinance, and Subdivision Regulations for the City since its incorporation in 2008. The new codes developed Menifee-specific processes and regulations that implement the City’s first General Plan (2015). The project involved an intensive code audit, staff summits, a detailed GIS-based zoning-General Plan consistency analysis, project schedule and community engagement plan, biweekly coordination meetings, stakeholder interviews, Planning Commission and City Council workshops and study, public hearings, publication of work products on the City website, publication of the draft zoning code on a proprietary code publishing website for a public-friendly interface, and development, review, revision and self-publication of the code. Unanimously adopted by the City Council in December 2019.

Winner 2020 Inland Empire Section of APA Best Practices Award.

STRATEGI C HOUSI NG ADVI SOR
Veronica Tam, AICP
Veronica is a recognized expert with over 20 years of experience preparing a range of housing and community development plans and studies for jurisdictions throughout California. Throughout her career, she has prepared more than 100 Housing Element updates, including approximately 60 updates during the 5th Cycle update. She has tackled some of the most challenging Housing Element updates including City of San Clemente, which was facing litigation, and the City of Del Mar, which had never received HCD certification due to stringent local development standards and procedures.

RELEVANT EXPERIENCE
Housing Elements Experience. Multiple Cities and Counties in California . HOUSING SPECIALIST. Veronica has served as a housing specialist for multiple municipalities throughout both Northern and Southern California: Alhambra, Avalon, Bell Gardens, Buena Park, Camarillo, Chino, Corona, Coronado, Costa Mesa, Cupertino, Del Mar, Dublin, Escondido, Glendora, Gonzales, Hawthorne, Hercules, Imperial Beach, Lake Forest, La Mesa, Lawndale, Lomita, Marina, Pomona, Rancho Santa Margarita, Redondo Beach, Salinas, San Clemente, San Bernardino, San Fernando, San Marcos, Santa Clara, South Gate, Seaside, Tracy, Vista, Walnut, West Hollywood, and Monterey County.

Veronica enjoys the challenge of working on challenging Housing Element projects as well as more straightforward engagements. For the cities of Escondido, Encinitas, Seaside, and South Gate, Veronica successfully completed the Housing Element process even though they had been delayed due to the need to coordinate with the General Plan update process.

Veronica enjoys serving as a strategic advisor on Housing Elements, but her experience is not confined to Housing Element projects. She brings a depth of experience to the City, including knowledge gained on the Gateway Cities Council of Governments Housing Study, Regional Housing Needs Allocation Assistance for the cities of Redondo Beach and South Gate, Marina Affordable Housing Ordinance, and zoning revisions to comply with SB 2, Assembly Bill (AB) 2634, and SB 520 for the cities of Port Hueneme, South Gate, and San Fernando.

Years Experience
20+
Education
BA, Urban Studies
MA, Urban Planning,
University of California,
Los Angeles
BES, Urban and Regional
Planning (Economics
Minor), University of
Waterloo, Canada,
Columbia University
Licenses/Certifications
American Institute of
Certified Planners
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CITY OF MODESTO■ 2023-2031 HOUSINGELEMENT
___________________________________________________________________________________________ Page 9

COMMUNI TY ENGAGEMENT LEAD
Emily Elliott, AICP
Emily oversees community and environmental planning contracts for public and private sector clients and has led the successful development of a number of current planning efforts and environmental compliance documents. She draws on her broad background of consulting and municipal service to provide technical housing and community planning services. Most recently, Emily has administered the Housing Element Technical Assistance program offered by the San Bernardino County Transportation Authority (SBCTA) in addition to leading the preparation of Housing Element updates for four Southern California Association of Governments area agencies.

RELEVANT EXPERIENCE
6th Cycle Housing Element Update. City of Lakewood. PROJECT MANAGER. Responsibilities include overseeing the project schedule, budget, workflow, and staff assignments, and maintaining regular client contact. Emily has led the public participation process and presents updates on the Housing Element to local decision makers. Michael Baker is preparing the 6th Cycle update for the City of Lakewood where the City experienced nearly a 1,000% increase in its RHNA. 6th Cycle Housing Element Update. City of Redlands. PROJECT MANAGER. Responsibilities include overseeing the project schedule, budget, workflow, and staff assignments, and engaging regularly with the client to maintain open, clear communication. Emily has led the community engagement efforts for the City and presents updates to local decision makers. Michael Baker is preparing the 6th Cycle Housing Element Update with technical advisory support from VTA.

Housing Element Update Technical Assistance Program. SBCTA. PROJECT MANAGER. Responsibilities include managing the on-call services contract between Michael Baker and SBCTA where Michael Baker provides an array of on-call planning and staffing services. Under the Housing Element Update Technical Assistance Program task order, Emily leads a team of approximately 12 planners to provide technical assistance to SBCTA jurisdictions related to their Housing Element updates. This includes providing review and comment of draft documents, aiding public outreach activities, providing technical Q&A support, and offering staff to agencie s to help them complete their updates.

Years Experience
14 Education
BA, Geography Natural
Resources
Management, San
Diego State University
MURP, Urban and Regional
Planning, California
State Polytechnic
University, Pomona
Licenses/Certifications
American Institute of
Certified Planners,
2015, 028647
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CITY OF MODESTO■ 2023-2031 HOUSINGELEMENT
__________________________________________________________________________________________ Page 10

CEQA LEAD
Peter Minegar, AICP
Peter oversees and prepares environmental compliance and planning studies for a range of public sector clients. He specializes in developing documents in compliance with CEQA and National Environmental Policy Act (NEPA). Peter has a broad background of environmental planning experience ranging from project-level analysis of infrastructure improvements to program-level analysis to support a General Plan amendment. He has served as the CEQA lead for a number of General Plan Housing Elements, including several jurisdictions during the 6th Cycle planning period.

He also serves as an in-house CEQA manager for several local government agencies throughout Southern California.

RELEVANT EXPERIENCE
6th Cycle Housing Element Update. City of Redlands. QA/QC LEAD. Responsible for overall QA/QC review of the General Plan Housing Element Update and IS/MND. Michael Baker, with technical advisory support from VTA, is preparing the 6th Cycle Housing Element update. 6th Cycle Housing Element Update. Riverside County. PROJECT MANAGER. Responsible for the overall management of the General Plan Housing Element, Safety Element, and environmental documentation preparation.

Housing Element Update Technical Assistance Program. SBCTA. PRINCIPAL IN CHARGE.

Responsibilities include helping to manage the on-call planning services contract between Michael Baker and SBCTA where Michael Baker provides an array of on-call planning and staffing services.

Under the Housing Element Update Technical Assistance Program task order, Peter processed General Plan Amendments, CEQA compliance, zoning code amendments, and climate action plan support. Michael Baker completed the 5th Cycle Housing Element update, as well as a number of General Plan Amendments and CEQA documents for the County, in order to implement Housing Element programs.

Years Experience
10 Education
BS, City/Regional Planning,
California State
Polytechnic University,
San Luis Obispo
MS, Environmental
Management and
Policy, University of
Denver
Licenses/Certifica tion s
American Institute of
Certified Planners,
2020
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CITY OF MODESTO■ 2023-2031 HOUSINGELEMENT
__________________________________________________________________________________________ Page 11

HOUSI NG ELEMENT & ZONI NG SPECI ALI ST
Aaron Barrall
Aaron will deliver unmatched technical talent and efficiency to the 6th Cycle Housing Element update. He has inclusive experience in public, private, and non-profit planning, as well as environmental issues and outreach. His thorough knowledge and relevant experience with municipal development codes, long-range plans, and entitlement processes, combined with being a skilled researcher and communicator, makes him a powerful member of the project team.

RELEVANT EXPERIENCE
6th Cycle Housing Element Updates. County of San Diego. ASSOCIATE PROJECT MANAGER.

Responsible for evaluating and updating the County’s Housing Element to achieve compliance with the 6th Cycle requirements. Responsible for the analysis and identification of adequate sites to meet the Regional Housing Needs Assessment, including detailed review of lower-income and nonvacant sites and past housing trends. Analyzed and accounted for housing needs, existing constraints, and past housing accomplishments. Evaluated and developed a strategy for the County’s Fair Housing Enforcement in compliance with AB 686. 6th Cycle Housing Element Updates. City of Redlands. PLANNING ASSOCIATE. Responsible for evaluating and updating the City’s 6th Cycle housing element for compliance with state laws.

Conducted a detailed review of the City’s past housing actions, housing trends, and citizen initiatives to determine a strategy to comply with state law. Developed a comprehensive RHNA site and rezoning strategy and assembled a list of necessary programs and actions for the Housing Element implementation plan.
6th Cycle Housing Element Updates. City of Escondido. PLANNING ASSOCIATE. Responsible for updating the City’s Housing Element to meet the 6th Cycle state requirements. Currently preparing preliminary sites analysis and inventory, review of trends and pro posed developments, and accessory dwelling unit analysis.
6th Cycle Housing Element Updates. City of Lakewood. PLANNER. Responsible for evaluating and updating the City’s Housing Element to achieve compliance with the 6th Cycle requirements.
6 th Cycle Housing Elements. Multiple Clients. Housing Element Specialist. Responsible for preparation of all element chapters including and program development for multiple housing element updates including County of San Diego, and the cities of Escondido, Redlands, Lakewood, San Juan Capistrano, Gilroy, Los Altos Hills.

Housing Element Implementation Zoning Amendments. San Diego County. PROJECT MANAGER. Responsible for identifying and drafting appropriate changes to the County zoning ordinance based on recent state laws to ensure the County is compliant with current state housing laws.

Years Experience
4 Education
B.S., Environmental
Systems (Earth
Sciences), University of
California, San Diego
B.A., Urban Studies and
Planning, University of
California, San Diego
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PLANNER
Shannon Liska
Shannon supports a variety of policy and ordinance and land development projects including preparation of housing elements, community planning documents, entitlement support, environmental studies/CEQA and NEPA documentation, and GIS services. Past projects include various 6th Cycle housing elements and the creation of an acessory dwelling unit (ADU) program toolkit. Shannon has a wide variety of experience in housing elements, zoning, GIS, and general planning.

RELEVANT EXPERIENCE
Housing Element Update. City of Redlands. PLANNER. Responsibilities included performing a GIS site analysis for the Housing Element update. Assisted in completing revisions during the HCD review process.
6 th Cycle Housing Elements. Multiple Clients. PLANNER. Responsible for preparation of multiple element chapters including AFFH analyses, sites and resources, mapping, constraints, past accomplishments, and program development for multiple housing element updates including County of San Diego, and the cities of Escondido, Redlands, Lakewood, San Juan Capistrano, Needles, Hesperia, Gilroy, Los Altos Hills, Tracy and Pinole. Organized and conducted stakeholder interviews and focus groups for multiple housing elements including the cities of Gilroy, Los Altos Hills, Pinole, San Juan Capistrano.

Housing Element Implementation Zoning Amendments. San Diego County. PLANNER. Responsible for identifying and drafting appropriate changes to the County zoning ordinance based on recent state laws to ensure the County is compliant with current state housing laws.

Housing, Safety & Environmental Justice Elements. City of San Juan Capistran o. PLANNER. Responsibilities included drafting sections of the Housing Element update, identifying constraints to the provision of housing, analyzing housing programs, and contributing to housing sites analyses. Also responsible for conducting housing stakeholder inte rviews in the community engagement process.

Waterfront Park. San Diego County. PLANNER. Responsibilities included researching and summarizing California Coastal Commission permit processes and existing environmental documents for the project site. Also responsible for drafting a memo providing such information to the client.

Years Experience
2 Education
MCP, City Planning, San
Diego State University
BA, Sociology, Gonzaga
University
BA, Economics, Gonzaga
University
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PLANNER
Hannah Kreitman
Hannah has experience supporting housing-related projects including policy, preparation of housing elements, and GIS services. She is an effective communicator and experienced researcher. Past projects include housing element updates and ADU program research. Hannah worked for the San Diego Housing Federation as a housing element Intern where she monitored 6th Cycle housing element updates from the eighteen cities in San Diego County.

RELEVANT EXPERIENCE
Housing Element Update. City of Redlands. PLANNER. Responsibilities included reviewing the draft Housing Element for compliance with the HCD checklist and assigned remaining requirements to be completed. Wrote the section on farmworkers needs and housing for migratory agricultural workers. Drafted the appendix for AFFH, which included utilizing census data to find trends in race and housing problems, describing demographics of the City, summarizing the community outreach and responses, and identifying services for residents with disabilities.

Housing Element Update. City of Lakewood. PLANNER. Responsibilities included reviewing the draft Housing Element for compliance with the HCD checklist and remedying any discrepancies in the constraints section. Utilized GIS to make maps of the non-vacant sites identified for development and wrote descriptions of existing uses and potential for development for all non-vacant sites.

Housing Element Update. City of San Juan Capistrano . PLANNER. Responsibilities included reviewing 5th Cycle programs for completion, continued effectiveness, or eliminatio n of funding. Wrote programs in support of AFFH. Reviewed the annual progress review for effective sites in the previous cycle. Researched zoning codes. Analyzed constraints on loans and lending to determine if there were inequities in loan granting based on project type or lender. 6 th Cycle Housing Elements. Multiple Clients. PLANNER. Responsible for preparation of multiple element chapters including AFFH analyses, sites and resources, mapping, constraints, and past accomplishments for the cities of Redlands, Lakewood, San Juan Capistrano, Needles, Hesperia, Gilroy, Los Altos Hills. Leading the revision and response to HCD comments for the AFFH chapter for the City of Norwalk. Organized and conducted stakeholder interviews and focus groups for multiple housing elements including the cities of Gilroy, Los Altos Hills, Pinole, San Juan Capistrano.

Years Experience
1 Education
BA, Urban Studies and
Planning, University of
California, San Diego
Minors, Environmental
Studies and Engineering
Mechanics
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REPRESENTATIVE PROJECTS AND REFERENCES
Michael Baker has completed more than 100 Housing Elements statewide. Our experience with Housing Elements enables our team to hit the ground running upon notice to proceed, allowing the City to preserve staff and budgetary resources.

Michael Baker has a proven track record of successfully completing projects on time and within budget.

Excellent organization, tools, and methods to monitor budgets, an emphasis on communication both internally and externally, and a structured project management approach are a few examples of how Michael Baker maintains client satisfaction. To hear what our clients have to say about us, we invite you to contact our references below.

COUNTY OF SAN DIEGO 6TH CYCLE HOUSING ELEMENT UPDATE
Contact Name: Camila Easland, Project Manager ■ Address: Planning & Development Services, 5510 Overland Ave., Suite 310, San Diego, CA, 92123 ■ Phone Number/Email: (619) 323-7362 / [email protected] Description: Michael Baker prepared a comprehensive update to the County’s Housing Element, including a detailed review of constraints, sites, fair housing issues, and housing needs in one of California’s largest counties. Successfully transitioned between supervisors and developed new programs to implement the County’s vision for environmental sustainability and social equity. ■ Key Team: Dan Wery, AICP, LEED AP (Project Manager), Veronica Tam, AICP (Technical Advisor), Aaron Barrall (Planner) CITY OF ESCONDIDO 6TH CYCLE HOUSING ELEMENT UPDATE
Contact Name: Adam Finestone, Interim Director of Community Development ■ Address:
201 North Broadway, Escondido CA 92025 ■ Phone Number/Email: (760) 839-6203 / [email protected]
Description: Michael Baker prepared a sites inventory, constraints analysis, and fair housing review, along with new public programs for a built-out city with a RHNA of almost 10,000 units. The inventory and RHNA strategy included developing a comprehensive GIS and Excel-based model to identify housing capacity and developable sites within multiple transit-focused specific plan areas. ■ Key Team: Dan Wery, AICP, LEED AP (Project Manager), Veronica Tam, AICP (Lead Consultant), Aaron Barrall (Housing and Land Use Planning), Shannon Liska (Planner) CITY OF LAKEWOOD 6TH CYCLE HOUSING ELEMENT UPDATE
Contact Name: Abel Avalos, Director of Development Services ■ Address: 5050 Clark Avenue, Lakewood, CA 90712 ■ Phone Number/Email: (562) 866-9771, ext. 2301 / [email protected]
Description: Michael Baker prepared a full update to the City’s Housing Element, including sites, constraints, needs, and programs. Reviewed and developed programs to mitigate and accommodate multiple citizen-initiated ballot measures that limit housing production and constrain the ability to meet the RHNA. ■ Key Team: Emily Elliott, AICP (Project Manager), Aaron Barrall (Housing and Land Use Planning).

CITY OF SAN JUAN CAPISTRANO 6TH CYCLE HOUSING, SAFETY, AND ENVIRONMENTAL

JUSTICE ELEMENT UPDATE
Contact Name: Joel Rojas, Development Services Director ■ Address: 32400 Paseo Adelanto, San Juan Capistrano, CA 92675 ■ Phone Number/Email: (949) 234-4410 / [email protected]
Description: Michael Baker is preparing a comprehensive set of revisions to the City’s Housing Element and Safety Element and is preparing a new Environmental Justice Element. The project involves a comprehensive public engagement plan, including special workshops and outreach to areas of concentrated needs and coordination with community-based organizations to promote fair housing and environmental justice. ■ Key Team: Dan Wery, AICP, LEED AP (Project Manager), Veronica Tam, AICP (Technical Advisor), Aaron Barrall (Housing and Land Use Planning), Shannon Liska (Planner), Hannah Kreitman (Planner)
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WORKPLAN
Our proposed work plan to complete the Housing Element update is outlined below. The scope includes all of the tasks requested in the scope of work contained in the Request for Proposals (RFP).

Task 1 – Project Management and Coordination
Task 1.1 Project Kickoff Meeting
At the project kickoff meeting, the Michael Baker project team will hold a teleconference meeting with City staff to review and refine the scope of work, discuss expectations and assumptions, collect information sources, and go through the project schedule and work plan for carrying out the work.

We will also take this opportunity to agree on the best and preferred methods for ensuring regular communication with the City, including conference calls, progress reports, or other communication methods.

Our work plan will include information regarding quality assurance/quality control (QA/QC) protocols and project management items agreed upon at the kickoff meeting. After the kickoff meeting, we will develop a detailed project timeline with milestones beginning with review of the 2015-2023 Housing Element update and an initial review and discussion of opportunity sites proceeding through City Counciladoption by the December 31, 2023, statutory adoption deadline and 120-day grace period.

Task Deliverables:
» Materials for kickoff meeting with City via web conference » Meeting attendance sheet and meeting notes
» Work plan including contact information, QA/QC protocols, and initial project schedule Task 1.2 Project Schedule
The project team will work with the City to refine the initial project schedule with a list of critical path tasks required to proceed toward adoption by the December 31, 2023, statutory deadline. We will work with the City to integrate tasks to occur concurrently to the degree feasible in order to reduce the overall project timeline.

Additionally, refinements will be made after the kickoff meeting.

Task Deliverable:
» Revised project schedule
Task 1.3 Project Management, Coordination, and Quality Control The Michael Baker project management style includes regular communication between the project manager and the City. Theproject manager, in conjunction with the task leads, will coordinate on key tasks to meet the overall project schedule. The project manager will implement Michael Baker’s QA/QC program and provide written status memos.

We recommend scheduling a standing conference call approximately every two weeks throughout the project.

These calls provide an opportunity to review tasks in progress, share information, identify and resolve any issues early, and review key milestones and upcoming deliverables. The project team will also communicate with City staff by email and phone throughout the project, independent from the scheduled calls. In addition, this task provides for weekly tracking/monitoring of the project schedule and monthly billing and invoicing.

Meetings will be conducted via Microsoft Teams or Zoom to facilitate team schedules and minimize travel time and costs throughout the project, respecting varying COVID-19 protocols between team members and the City while maintaining project momentum.

Task Deliverables:
» Summary of notes from twice per month coordination call meetings with City staff via virtual platforms » Project schedule review of key milestones through adoption #1..
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__________________________________________________________________________________________ Page 16 » Monthly written progress summary reports with invoices Task 2 – Community Outreach and Engagement
Task 2.1 Community and Stakeholder Outreach and Engagement Strategy One of the most critical aspects of the Housing Element update process is the importance of the public participation process.The Housing Element, and the newly added AFFH analysis in particular, relies heavily upon local knowledge to supplement and better understand the data and housing issues at hand, as well as creating the programs that work best to serve local and regional needs—and there is no better source of local knowledge than the residents, stakeholders, and leaders of the City of Modesto to help shape the tailored housing solutions for their community.

The State of California has passed several laws that have dramatically changed the landscape of housing planning. For communities, these laws are complicated, confusing, and/or are so new that the impact is uncertain. Some of these laws have strict requirements and limit the ability of jurisdictions to customize planning policies to their own preferences. For these reasons, we propose conducting an initial study session for the City Council so that information can be provided, vetted, and explored for its impact on the Housing Element.

Michael Baker also recognizes the importance and significance of involving those hard-to-reach groups and special needs populations, such as persons experiencing homelessness, elderly residents, single-parent households, non-English speaking individuals, persons with disabilities, and racial/ethnic minority families.

The City’s racial and ethnic makeup, according to the most recent census data, is as follows: 74.7% White,

4.5% Black, 1% American Indian/Alaskan Native, 1% Asian, and 1.1% Native Hawaiian/Pacific Islander, and

4.7% two or more races. Additionally, 40.2% of residents are Hispanic or Latino, and 36.8% of residents are non-English speakers. Based on County planning documents, the most common non-English language spoken is Spanish. The median income is $59,287, and 14.3% of the population is 65 years old or older. Michael Baker will use engagement channels that were successful in reaching harder to reach groups.

Our strategy for public participation includes using multiple forms of outreach and offering a variety of options for community members to engage and share information about their neighborhoods and experiences.

A successful community participation strategy recognizes that different populations engage differently with outreach efforts and includes a range of opportunities for engagement. Some populations prefer to engage through online surveys or via social media. Others, such as elderly persons, engage better in open meeting settings or prefer low technology, while some prefer more intimate or spontaneous events. We will customize the plan for the City to maximize outreach, with a focus on populations that may be marginalized or underrepresented in the public sphere.

We have outlined a general approach for the Housing Element public outreach process below, which will be further refined with key City staff.

We have the right experience with both in-person and virtual community engagement and have a wide range of tools at our disposal (using online, print, and telephone methods) to facilitate a meaningful dialogue with the community. As we have continued to provide our clients with the same services through COVID-19, we have refined our approach using virtual tools to reach the broadest audience.

Lastly, Michael Baker recognizes the importance of informing the public about housing programs, and especially the new fair housing laws. Our engagement materials will educatethe community on Housing Element laws, fair housing laws, and affordable housing programs and policies that the City identifies as important.
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__________________________________________________________________________________________ Page 17 Task Deliverables:
» Community outreach and engagement strategy
» Facilitated meeting with City staff and meeting notes regarding any adjustments to community outreach and engagement strategy
Task 2.2 Outreach Materials and Summary of Findings
In consultation with key City staff, the project team will a set of public outreach materials, using consistent graphics and messaging. We will prepare outreach materials in both print and online formats designed to inform community members about the Housing Element Update and invite their participation and input in the process. Materials may include, but are not limited to:
» Digital media suitable for the City website, social media, and electronic communications » Postcards or flyers for printing and distribution/posting » Handouts for printing or electronic distribution for community meetings We anticipate the City will be responsible for distributing outreach materials to its contacts through typical channels such as email listservs and social media. We are available to assist in distributing outreach materials and publicizing community events and can discuss the level of need as part of finalizing the scope.

We will provide the outreach materials (e.g., flyers, handouts, surveys) in English. The flyers and survey will be provided in Spanish if the City determines to be appropriate. Translation of non-English comments from these documents and the translation of written comments from the public at meetings or workshops is included in this scope per a maximum number of hours. Workshop meeting materials are only provided in English; however, we will provide translation/interpretation services for one non-English language (of the City’s choosing) at the two workshops through vendor translation services, or will use City-recommended in-house staff or local interpreters that are experienced with City specific outreach, if preferred. Michael Baker assumes that the City will provide the equipment for interpretation services along with audio and visual equipment needed for in-person/virtual meetings. Michael Baker will provide the City with a draft version of outreach materials for their feedback and edits; if preferred, Michael Baker will provide a second draft for final review and approval prior to finalizing the documents.

Task Deliverables:
» Digital content specific to the Housing Element and monthly updates to content » Outreach materials prepared in conjunction with City staff necessary to facilitate Task 2.3 » Outreach materials outlined in Task 2.2 above; survey and flyers will be provided in English and Spanish » Copies of outreach meeting presentations, including translated non-English public comments.

Task 2.3 Community Outreach/Engagement Meetings and Activities Task 2.3.1 Community Workshops (2)
We propose two online/virtual (live) community workshop presentations at different times to meet with community residents, agencies, and key stakeholders. Utilizing this meeting format, we will provide a brief presentation summarizing the HousingElement update process, as well as background and contextual information including purpose, goals, objectives, contents, and key issues and concerns. The presentations will include interactive live polls with the public followed by brief discussions of the results as well as questions and answers throughout the workshops. A key advantage of the online format is that meetings are more convenient for individuals to attend from a remote location, and can be more easily accessible for those with mobility issues or who would otherwise have to find transportation. Another advantage is the ability to record the workshops for later viewing, sharing and summary. This includes transcripts of the written questions and answers, and information on workshop attendance. We anticipate having two to three members of Michael Baker’s outreach team at these meetings to facilitate community feedback and answer questions. Project #1..
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__________________________________________________________________________________________ Page 18 team staff will prepare the PowerPoint presentation materials and facilitate the discussion. We assume City staff will participate to assist with the presentation and the question-and-answer portion of the session. The two workshops would include the same presentation materials and information. The workshops will be recorded and made available with a copy of the presentation slides for publication and independent review on the City’s website.

Task 2.3.2 Initial City Council or Joint City Council/Planning CommissionStudy Session We will conduct a study session with the City Council and/or the Planning Commission early in the process to inform interested parties of the undertaking and to seek input on specific key issues and opportunities, and key components of the Housing Element update. This session can also discuss the statutory and the dramatically increased HCD authority, expectations, review requirements and scrutiny to obtain certification. A key objective is to review, prioritize, and strategize the specific accomplishments, timelines, and resources for the programs/goals.

The project team will prepare a presentation for the meeting. This task assumes City staff will be responsible for assistance with logistical support and preparation of a staff report. This task assumes the project team will attend the study session virtually through an online platform (TEAMS or Zoom). In-person attendance can be arranged on an additional time and materials basis and pending the availability of the consultant.

Task 2.3.3 Stakeholder Interviews (up to 10 interviews) Engagement of and input from local advocacy groups and minority/special needs populations are important to the Housing Element update and will be required by HCD. We recommend engaging them early in the update process to receive feedback. The project team will work with the City to conduct up to ten one-on-one stakeholder interviews to discuss the Housing Element update and receive feedback on current and proposed programs. We will work closely with City staff to identify stakeholders that represent abroad cross-section of the City of Modesto so that the housing issues include market-rate developers, affordable housing developers and fair housing advocates, and community-based organizations. We find that targeted stakeholder interviews are much easier to schedule and attend and save a lot of time and resources for all involved.

Task 2.3.4 Online Housing Needs Survey
We will prepare an online community housing needs survey, which is another key method to obtaining valuable information. The survey has the advantage of occurring over a longer period, including bracketing other engagement events to provide more input and follow-up comments. The survey is recommended to be relatively simple to encourage participation, and would focus on identifying housing needs, opportunities, issues, priorities, and recommended policies. We recommend the survey be kept open throughout the engagement period covering development of the Housing Element up to and including the public review periods. It would close before public hearings on the draft elements or can be modified to collect comments on the public review draft.

Task Deliverables:
» Two virtual community workshop events including one interpreter per workshop. » Initial City Council or Joint City Council/Planning Commission Study Session » Stakeholder interviews
» Online housing needs survey
Task 2.4 Public Review Draft Hearing
Michael Baker will prepare a virtual presentation for a public review hearing to obtain public input on the public review draft Housing Element. The hearing would be held during the initial 30-day public review period and the 90-day HCD review period. The presentation will summarize the purpose and content of the Housing Element, the process and input to date, and key changes including RHNA sites inventory, any necessary rezoning and housing programs, and will include opportunity for public comment. Michael Baker will prepare #1..
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__________________________________________________________________________________________ Page 19 one set of similar presentation materials for the meeting. This task also includes preparation of one flyer advertising the meeting in two languages (including English), as directed by the City. This task includes interpretation services at the public hearing and translation of comments to English, for a maximum number of hours. Michael Baker will provide the City with a draft version of materials for their feedback and edits; if preferred, Michael Baker will provide a second draft for final review and approval prior to finalizing the documents.

Task Deliverables:
» Preparation of presentation for one hearing on the public review draft » Attendance (virtual) at one hearing
» Flyer in two languages
» Translation and interpretation services up to a maximum number of hours Task 3 – Research and Analysis (Administrative Draft Chapters) Michael Baker will prepare an administrative draft of the Housing Element update. Individual draft chapters are proposed to be submitted as they are completed to facilitate and expedite City staff review.

Task 3.1 Evaluation of 2015-2023 Housing Element and Accomplishments Michael Baker will conduct an initial overall review and assessment of the 2015-2023 (5th Cycle) Housing Element. This evaluation will be submitted as a written outline with recommended changes (including relevant justification) and areas for improvement, programs that should be considered, and any other relevant housing issues that might be included in this update. We will also provide a list of other General Plan elements and appendices that will require updates for internalconsistency.

This task will include review of the documents relevant to the Housing Element update such as:
» 2015-2023 Housing Element
» Annual Progress Reports
» Past communication with HCD, including any findings letters » Land Use and Environmental Justice Elements (for consistency) » Other applicable programs and ordinances identified during project kickoff This task includes the review of housing goals, policies, and program accomplishments including status, evaluation of implementation and effectiveness, and whether the prior housing programs will be retained, modified, deleted, or amended with new programs.

Task Deliverables:
» Memorandum summarizing the evaluation findings and recommendations including a list of General Plan amendments for consistency
» Administrative draft evaluation of accomplishments chapter Task 3.2 Housing Needs Assessment
The housing needs assessment will contain the following topics to satisfy Government Code Section 65583(a) requirements:
» Demographics, income, and employment trends
» Household characteristics
» Housing stock characteristics
» At-risk housing analysis; analysis of special housing needs #1..
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__________________________________________________________________________________________ Page 20 The majority of the data and analysis will be provided by data packets that have been pre-reviewed by HCD for consistency with State requirements to increase predictability in the Housing Element approval process.

Task Deliverables:
» Administrative draft housing needs assessment
Task 3.3 Affirmatively Furthering Fair Housing (AFFH)
Michael Baker will prepare and incorporate a new chapter for the AFFH analysis. The new chapter will be prepared pursuant to HCD’s recent guidelines and developing review comments and requirements. The federal AFFH rule requires a jurisdiction to take “deliberate action to explicitly address, combat, and relieve disparities resulting from past and current patterns of segregation to foster more inclusive communities.” AB 686 extended this AFFH requirement to cities and counties in California. Cities must incorporate fair housing issues, analysis, goals, and actions when updating their Housing Elements. As such, we will prepare an analysis of fair housing issues, identify contributing factors, develop goals and actions, and review prior goals and actions. Fair housing issues to be assessed include review of fair housing enforcement and capacity, segregation and integration, racially/ethnically concentrated areas of poverty, access to opportunity, and disproportionate housing needs and displacement risk. Analysis will consider local and regional patterns and trends, and local data and knowledge gathered from effectivecommunity engagement.

Michael Baker has worked closely with HCD to fulfill the new and extensive AFFH guidance and HCD requirements. The goal setting process task requires extensive input from City staff and stakeholders/community to provide local knowledge and explanations of the contributing factors for various fair housing issues and will require a commitment to development of new goals or programs to directly address and resolve fair housing issues. The programs will require clear, measurable, andenforceable outcomes, geographic specificity, and timelines.

Please note that certification of the Housing Element will depend on HCD’s determination as to whether the programs will achieve significant and meaningful results. Michael Baker will prepare draft goals for review by the City and community/stakeholders; however, City staff and community/stakeholders will need to commit to and provide input on the specific resources, outcomes, and timelines for achieving these goals. With the community engagement process suggested above,Michael Baker will assist the City and its community/stakeholders to be informed, prepared, and ultimately successful in taking meaningful action to further fair housing in its community.

Task Deliverables:
» Administrative draft AFFH chapter
Task 3.4 Housing Resources and Sites Inventory
New State laws on addressing the adequate sites requirement (AB 1397 and SB 166) have significant impacts on the sites inventory. AB 1397 places higher standards on the reuse of sites, reliance of nonvacant sites, and extreme sizes of sites (too small and too large). SB 166 requires a no-net-loss accounting that necessitates a sites inventory with a comfortable 15-30 percent buffer.

We will use the current sites inventory as a starting point and work with the City to determine which sites are still viable RHNA sites based on new State law requirements. We will update the site selection criteria to identify new sites and reevaluate sites identified from the 5th Cycle Housing Element Land Inventory. As part of the site selection process, we will consider the General Plan policies and land use density range, zoning, available infrastructure, and opportunities within approved specific plans. We will formulate General Plan and zoning strategies that will address additional housing unit capacity. This task also assumes a high level of collaboration with City staff to identify and evaluate individual sites and essential development criteria and likelihood based on local knowledge such as ownership status and interest, tenant status, stability and turnover, and particular opportunities and constraints. As part of the housing sites analysis, we will complete the following:
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__________________________________________________________________________________________ Page 21 Document potential sites. We will prepare an inventory, map, and analysis illustrating the City’s capacity to accommodate the 6th Cycle RHNA. In keeping with State law, we will document the realistic development capacity of each site (or typology) based on local development trends and/or proposed programs, and prepare a map showing all identified sites. We recommend safe and defensible assumptions to facilitate HCD approval and to avoid and minimize the no-net-loss risks.

Review sites for whether they affirmatively further fair housing. We will prepare an evaluation of the sites to determine how they meet the AFFH rule and work with City staff to determine if the sites identified in the inventory are located throughout the community in a manner that has the ability to affirmatively further an increase in fair housing.

Non-vacant sites analysis. We will complete an analysis of non-vacant sites to address a portion of the RHNA.

As part of this task, we will analyze the realistic development potential within the planning period by considering the extent that a non-vacant site’s existing use impedes additional residential development, the jurisdiction’s past experience converting existing uses to higher-density residential development, and market trends and conditions. We will analyze the local housing trends to establish site potential estimates.

Anticipated and actual project densities will be used to project and substantiate assumed future development yields of proposed RHNA sites. This task assumes that City staff will document and compare the maximum zoning density to the actual project yield, including percentage and types of affordable units from development projects built, approved, or under review during the 5th Cycle period.

Infrastructure constraints analysis. With supporting GIS data provided by the City, we will work to determine if parcels included in the sites inventory have sufficient access to water, sewer, and dry utilities and adequate capacity to support housing development. This task assumes that City staff will review existing General Plan programs or other mandatory programs or plans to secure sufficient water, sewer, and dry utilities supply and identify any potential limitations or constraints and improvements necessary to support housing development on the site. This task does not include technical studies or evaluation.

Opportunities and resources. In collaboration with key City staff, the project team will review and update the sites inventory in the 2015-2023 Housing Element as needed, taking into consideration development that has occurred since adoption of the current document as well as the adequate sites requirements under the numerous new State housing laws adopted since the last Housing Element.

Rezoning analyses (if needed). If rezoning is necessary to meet the RHNA obligations, we will work with City staff to identify potential areas for rezoning to maintain an adequate housing sites inventory throughout the eight-year planning period. This task will be provided on a time and materials basis. An estimated budget has been provided.

Task Deliverables:
» Review and evaluation of relevant background materials » Proposed methodological approach, housing project potential and yield trends, assumptions, and initial sites inventory results and recommended options
» Administrative draft housing sites inventory chapter, list, and map » Rezoning analyses, if required (time and materials budget) Task 3.5 Housing Constraints
We will identify potential governmental and nongovernmental constraints to housing production, including environmental and infrastructural constraints. This analysis must contain a review of factors that may potentially constrain the development, improvement, and preservation of housing in Modesto. Factors to be reviewed include market, governmental, environmental, and infrastructural constraints. New housing laws require the assessment of nongovernmental constraints,including NIMBYism, lending practices, shortage of labor, and other economic factors.
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__________________________________________________________________________________________ Page 22 Task Deliverables:
» Memorandum summarizing the findings of the housing constraints analysis » Administrative draft of housing constraints section of 2023-2031 Draft Housing Element Task 3.6 Housing Plan (Goals, Policies, and Quantified Objectives) Based upon the analyses and research conducted in the previous tasks, we will update the goals, policies, and quantified objectives section of the Housing Element (the Housing Plan). For each program included in the Housing Plan, we will work with the City to establish the time frame for implementation, specific objectives, funding sources, and responsible agencies.The programs will satisfy the requirements of Government Code Sections 65583(b) and (c).

Task Deliverables:
» Meeting with City staff
» Administrative draft of the Housing Plan (goals, policies, and quantified objectives) Task 4 – Housing Element Preparation
Task 4.1 Draft Housing Element (Screencheck and Public Review Drafts) Upon receipt of a comprehensive set of staff review comments and requested changes on the administrative draft chapters, Michael Baker will prepare a complete screencheck review draft Housing Element for staff review and comment.

The public review draft will be published and circulated for public review and comment for at least two weeks prior to submittal to HCD for its initial 90-day compliance review.

Task Deliverables:
» Screencheck draft Housing Element
» Task 2.3 City Council study session (or joint workshop with the Planning Commission) » Public review draft Housing Element
» Submittal of draft Housing Element to HCD along with a submittal letter and completed review checklist for the initial 90-day compliance review
Task 4.2 HCD Substantial Compliance Review and Final Draft Housing Element Michael Baker will work closely with HCD and City staff, coordinate conference calls, and address public review comments, preliminary HCD review comments on the draft Housing Element during the 90-day review period (if provided), and the HCD review letter. The goal is to achieve a Finding of Substantial Compliance for the draft Housing Element before proceeding to adoption. In this manner, the City Council can adopt the Housing Element with the revisions identified by HCD to obtain certification.

We have proposed a time and materials budget for preparation of the final draft Housing Element. This budget includes preparation of a second and third (if required) public and HCD review drafts in response to comments received on the first and second public review drafts, and preparation of the final draft Housing Element for the Planning Commission and City Council adoption hearings to address a second and third (if required) round of public review comments and the HCD compliance review letter.

Task Deliverables:
» Review of public and HCD review comments and preparation of responses and revisions with City staff » Conference calls and correspondence with HCD and City staff to answer questions and address key issues » Preparation of a second and third (if required) public and HCD review drafts » Preparation of a final draft for Planning Commission and City Council hearings, and adoption #1..
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CITY OF MODESTO■ 2023-2031 HOUSINGELEMENT
__________________________________________________________________________________________ Page 23 Task 5 – California Environmental Quality Act (CEQA)
It is not known whether the City has adequate sites to meet the 6th Cycle RHNA, and to what extent rezoning will be required. It may be possible the Housing Element could be adopted with preparation of an Addendum to the City’s General Plan EIR, or an Initial Study (Mitigated) NegativeDeclaration (IS/MND). Michael Baker recognizes that Housing Elements require a tailored CEQA approach, that oftentimes cannot be determined until further into the Planning Process. As such, Michael Baker has included a CEQA strategy task that would allow our team to review existing planning documents, the proposed projects, rezoning, and other project components to determine the most appropriate CEQA document for the project.

Task 5.1: CEQA Strategy Development
There is no “one size fits all” approach to CEQA compliance for Housing Element updates. The Michael Baker team will work collaboratively with City staff to outline the best path forward based on the overall objectives of the City. Considerations will include:
• Extent of rezoning actions to accommodate the RHNA allocation, if necessary • Nature and scope of available planning documents, including the 2019 General Plan EIR, prior cycle Housing Element approvals, or recent major development project evaluations • Desired utility of CEQA process to streamline future housing approvals • Feasibility of meeting state schedule mandates
Starting at project kick off, our CEQA team will work alongside the Housing Element team to review the proposed rezoning required as well as other components of the Housing Element update. Once our team completes document reviews and addresses other considerations outlined above with City staff, we will provide a CEQA Strategy Memorandum that details the CEQA compliance path, key data needs to meet milestones, and a budget. It is anticipated that the CEQA scope of work will be able to be defined once a recommended sites inventory has been developed (near the time of the public review draft). Michael Baker will work to develop the CEQA scope as early in the process as possible, to reduce the overall project timeline.

CEQA compliance costs and timelines could range from $25,000 and 3 months for an Addendum to a previously certified Environmental Impact Report (EIR), to approximately $250,000 and 12 months if a new EIR is required. If impacts can be avoided via mitigation, a Mitigated Negative Declaration (MND) could potentially be a “middle ground” solution.

Deliverable:
• CEQA document review, project description, strategy memorandum, scope and fee Task 6 – Housing Element Adoption and Certification
Task 6.1 Planning Commission and City Council Hearings
The Michael Baker team will prepare for and remotely attend one Planning Commission hearing and one City Council hearing for the adoption of the Housing Element update. Up to two members of the Michael Baker team will be available to attend each hearing and respond to comments and questions. This task also includes preparation of one flyer advertising both hearings. City staff will be responsible for room reservations, required public notices, and staff reports for these meetings. We will collaborate with City staff to prepare and deliver presentations for each public hearing. It is assumed that Michael Baker will attend and coordinate all workshops and hearings virtually through online engagement platforms. If desired, in-person attendance can be provided on a time and materials and based on consultant availability.

Task Deliverables:
» Virtual attendance and support at one Planning Commission hearing and one City Council hearing #1..
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CITY OF MODESTO■ 2023-2031 HOUSINGELEMENT
__________________________________________________________________________________________ Page 24 Task 6.2 State Certification
After adoption, the Housing Element update must be submitted to HCD for its final review. We will serve as the City’s liaison with HCD and will assist the City in achieving certification of the Housing Element. This task assumes an HCD letter of substantial compliance on the public review or adopted draft. We have proposed a time and materials budget to address final technical revisions that HCD may require for certification. This task does not include revisions that require re-adoption of the Housing Element. Adoption of the Housing Element Update should reserve the right to re-adopt the housing element as necessary to make technical revisions and amendments to the element without the need for prior public or HCD review.

Task Deliverables:
» Submittal of City-adopted Housing Element to HCD for final 60-day review and certification » Coordination with HCD and City staff to discuss and address any remaining technical comments and revisions to obtain certification
» One set of final revisions to address final technical comments from HCD during the 60-day review period. #1..
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CITY OF MODESTO■ 2023-2031 HOUSINGELEMENT
__________________________________________________________________________________________ Page 25 Assumptions and Exclusions:

1. All draft and final deliverables will be in electronic format (Microsoft Word, PDF, PowerPoint, Excel).

2. Consultant attendance at meetings and hearings will be via Microsoft Teams, Zoom, or equivalent, except where specifically noted. In-person attendance at meetings, workshops, and hearings, pending availability of consultant, will be charged on a time and materials basis, including all travel time and expenses.

3. This scope and cost proposal do not include preparation of any CEQA documentation or analyses required aside from the review of relevant materials and development of a strategy, recommended approach and cost estimate. The Housing Element update could be approved subject to an Addendum or Amendment that tiers off of the 2019 General Plan Update EIR. Alternatively, an MND or EIR could be required. It is assumed all CEQA studies, documentation, and public notification and outreach required for any of the options listed above would be determined after completion of the administrative IS and included under a separate scope and fee.

4. Rezoning and required CEQA analyses and documentation are not included in this scope. Any necessary rezoning will be subject to a separate CEQA review under a separate scope and fee.

5. City and fair housing service provider(s) will document local fair housing services and demonstrate compliance with and enforcement of all fair housing laws.

6. City staff will provide GIS map layers and parcel data including geocoded address and rectified (removal and resolution of duplicate or missing) APN for development project sites that have been built, approved and pending entitlement during the 2015-2023 cycle.

7. City will conduct any necessary tribal consultations.

8. City staff will identify potential eligible sites based on local knowledge. If necessary, City staff will identify and contact property and business owners to obtain information to identify the likelihood of development, recycling, or redevelopment of the site within the 6th Cycle planning period.

9. City staff will provide summaries of the relevant specific plans and assumptions regarding development potential during the 6th Cycle planning period including developer contact and opinion, market, pro forma studies and other technical studies.

10. This scope does not include revisions or amendments that require readoption of the Housing Element.

11. The late initiation of this housing element update, combined with new mandatory public and HCD review periods, and typical multiple reviews and revisions by HCD will likely prevent receipt of a letter of substantial compliance (aka “certification”) from HCD before the statutory adoption date or the 120-day grace period. This could require the adoption of any necessary rezonings within one year from the statutory adoption date of December 31, 2023.
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CITY OF MODESTO■ 2023-2031 HOUSINGELEMENT
_______________________________________________________________________________________________________________________Page 26 C o s t P r o po sa l
A detailed cost proposal is provided on the following fee schedule on a fixed fee, not to exceed basis with the exception of the tasks specifically noted as time and materials. The fee includes a recommended contingency budget of $30,000 of the total cost of all regular tasks as a contingency to account for unforeseen circumstances or miscellaneous City requests or modifications to the scope once underway. These funds can only be used with prior City authorization and would be billed on a time and materials basis. Michael Baker reserves the right to adjust and transfer hours between staff and tasks. Project Manager Strategic Advisor Housing Specialist CEQA Lead Community Engagement Lead Planning Analysts GIS Specialist Technical Writer/ Graphics Total
Hours
Direct
Costs
(e.g.,
travel,
vendors) Labor Cost Total Fee
HOURLY RATE: $225 $210 $155 $250 $195 $120 $120 $120
Task 1: Project Management and Coordination 78 24 16 14 24 40 0 0 196 $300 $ 38,050 $ 38,350

1.1 Kickoff meeting 6 4 4 2 4 8 28 $5,050

1.2 Project Schedule 8 4 2 4 8 26 $4,880

1.3 Project Management and Coordination 64 16 12 10 16 24 142 $28,120 Task 2: Community Engagement 68 16 20 0 54 140 0 32 330 $2,500 $ 52,930 $ 55,430

2.1 Community and Stakeholder Outreach & Engagement Strategy 4 2 8 8 2 24 $4,080

2.2.a Outreach Materials (includes 1 language translation) 4 8 24 12 48 $1,000 $6,780

2.3 Community Outreach/Engagement Meetings and Activities

2.3.1 Community Workshops (2) 24 6 8 12 24 8 82 $900 $14,080

2.3.2 City Council or Joint CC/PC Study Session (1) 12 4 6 6 12 2 42 $7,320

2.3.3 Stakeholder Interviews (10) 6 8 32 2 48 $6,990

2.3.4 Online Housing Needs Survey 6 8 24 4 42 $6,270

2.4 Public Review Draft Hearing 12 4 6 4 16 2 44 $600 $7,410 Task 3: Research and Analysis (Administrative Draft Chapters) 100 38 74 0 0 452 60 36 760 $200 $ 107,710 $ 107,910

3.1 Evaluation of 2015-2023 Housing Element & Accomplishments 4 4 6 24 2 40 $5,790

3.2 Housing Needs Assessment 12 4 8 80 6 110 $15,100

3.3 Affirmatively Furthering Fair Housing (AFFH) 12 6 12 100 20 8 158 $21,180

3.4 Housing Resources and Sites Inventory 24 8 8 80 24 6 150 $21,520

3.4 Rezoning Analysis and Plan to meet RHNA (time and materials) 16 4 12 32 16 2 82 $12,300

3.5 Housing Constraints 16 4 12 64 6 102 $14,700

3.6 Housing Plan (Goals, Policies, and Quantified Objectives) 16 8 16 72 6 118 $17,120 #1..
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CITY OF MODESTO■ 2023-2031 HOUSINGELEMENT
_______________________________________________________________________________________________________________________Page 27

Task 4: Housing Element Preparation 102 34 24 0 24 300 16 30 530 $200 $ 80,010 $ 80,210

4.1 Draft Housing Element
Screencheck Draft Housing Element 18 8 16 4 80 4 8 138 $20,030 City Council (or joint PC) Study Session (see 2.3.2) -
Public Review Draft 16 4 8 6 60 4 8 106 $15,490

4.2 HCD 90-Day Substantial Compliance Review & Final Draft - Public Review Draft Meeting & Hearing (2) (see Task 2.4) - Public Comments Review & Revisions 24 6 6 60 4 6 106 $16,230 Final Draft, response to HCD comments, HCD meetings
(time & materials budget - up to 2 revisions) 44 16 8 100 4 8 180 $28,260 Task 5: CEQA Coordination 8 4 0 16 0 24 0 2 54 $300 $ 9,760 $ 10,060

5.1 CEQA Strategy Development 8 4 16 24 2 54 $9,760
Task 6: Housing Element Adoption and Certification 40 18 26 0 4 64 0 8 160 $1,600 $ 26,230 $ 27,830

6.1 Planning Commission and City Council Hearings (2) 16 6 8 4 32 4 70 $11,200

6.2 State Certification (Time & Materials Budget) 24 12 18 32 4 90 $15,030 TOTAL ALL TASKS 396 134 160 30 106 1,020 76 108 2,030 $ 5,100 $ 314,690 $ 319,790 Miscellaneous Tasks Contingency (time & materials) $ 30,000 349,790$
Estimated hours. Michael Baker reserves the right to adjust and transfer hours between staff and tasks. Prior City approval required to exceed any task budget.

GRAND TOTAL
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CITY OF MODESTO■ 2023-2031 HOUSINGELEMENT
_______________________________________________________________________________________________________________________Page 28

P r o jec t S c h edu l e
Housing Elements in the Stanislaus region must be adopted by December 31, 2023 (with a 120-day grace period ending April 29, 2024). AB 1398 requires that certification be achieved within the grace period in order to get three years to complete the rezoning for RHNA. If certification is not achieved by the grace period, the City gets only one year from the adoption deadline to complete the necessary rezoning for RHNA (by December 31, 2024). The late initiation of this housing element update, new AB 215 mandatory public and HCD review periods, and typical multiple HCD reviews and revisions will likely prevent receipt of a letter of substantial compliance (aka “certification”) from HCD before the statutory adoption date or the 120-day grace period. This is expected to require the adoption of any necessary rezonings by December 31, 2024.

Below is a preliminary project schedule.

Milestone Timeline
Project Initiation October 2022
Public Participation November 2022 – November 2023
Staff Review Draft July 2023
Public Review Draft for 30-Day Review August 2023
PC, CC, or Joint PCC/CC Study Session September 2023
Revised Draft Housing Element October 2023
Draft Housing Element to Address HCD Comments November – December 2023 2 nd HCD Review (60-day Review) January - February 2024 CEQA September 2023-April 2024
Adoption Hearings May/June 2024
Certification June - July 2024
(April 29, 2024 – end of grace period)
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

October 3, 2022
Date: September 10, 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: Fifth Amendment to Agreement for Right-of-Way Services for State Route 132 West Freeway/Expressway - Phase 1 Project
CONTACT: Toby Wells, City Engineer, [email protected]. (209) 571-5542 DESCRIPTION:

Consider approving a Fifth Amendment to the Agreement with California Property Specialists, Inc., dba CPSI, an Interwest Consulting Group, Inc. company, for Additional Right-Of-Way Services for the State Route 132 West Freeway/Expressway - Phase 1 Project, increasing the Agreement amount by $177,425, plus $44,356 additional services, if needed, for a total increase of $221,781 from $3,737,413 for a total amount not to exceed $3,959,194, and forwarding to Council for approval. (Funding Source: Streets Capital Facility Fees) STRATEGIC PLAN ELEMENT:

This item is consistent with the Modesto City Council’s 2020-2025 Strategic Plan Goal D Ensure Safe, Efficient, and Reliable Infrastructure. Specifically, this item supports the State Route 132 West Freeway/Expressway Project and the City’s strategic commitment to expand alternative modes of travel and improve transportation flow.

BACKGROUND:

The purpose of the State Route 132 (SR 132) West Freeway/Expressway - Phase 1 Project is to improve regional and interregional circulation, relieve traffic congestion along existing SR 132, and enhance safety and operations for the existing and proposed transportation network.

On August 8, 2017, by Resolution No. 2017-314, the City Council approved an agreement with California Property Specialists, Inc., dba CPSI, an Interwest Consulting Group, Inc. company to perform right-of-way consultant services for the Project in an amount of $735,000, plus $73,500 additional services, for a total contract amount of $808,500. #2..
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Economic Development Committee, October 3, 2022
Fifth Amendment to Agreement for Right-of-Way Services for State Route 132 West Freeway/Expressway - Phase 1 Project

Page 2 of 3 ends

On February 27, 2018, by Resolution No. 2018-84, the City Council approved the First Amendment to the CPSI Agreement to increase the contract by $864,687, plus $86,500 for additional services, for a total contract amount of $1,759,687.

On November 27, 2018, by Resolution No. 2018-528, Council approved the Second Amendment to the CPSI Agreement to increase the contract by $1,356,773, plus $135,677 for additional services, for a total contract amount of $3,252,137.

On June 23, 2020, by Resolution No. 2020-260, Council approved the Third Amendment to the CPSI/Interwest Agreement to increase the contract by $246,160, plus $24,616 for additional services, for a total contract amount of $3,522,913.

On May 25, 2021, by Resolution No 2021-183, Council approved the Fourth Amendment to the CPSI/Interwest Agreement to increase the contract by $195,000, plus $19,500 for additional services, for a total contract amount of $3,737,413.

DISCUSSION:

Through the course of project construction, additional right-of-way service work has been identified that is required to support construction. This includes the need for continued support of complex business relocation cases, continued environmental compliance monitoring and compliance matters requested by Caltrans to receive full reimbursement of the grant funds obtained for the project.

FISCAL IMPACT:

The Project is supported by a complex matrix of funding elements including a combination of local, Regional Measure L, State, and Federal sources; of which, each have a variety of requirements and constraints.

This Fifth Amendment increases the original agreement amount by $177,425, plus $44,356 additional services, if needed, for a total increase of $221,781, and will be funded with City of Modesto Streets Capital Facility Fees (CFF).

This Fifth Amendment will be paid from Project #100614 – State Route 132 West Expressway.

There are sufficient funds available in the Streets Capital Facility Fees Fund 3410 and the project has funds available to support the amendment.

INTERWEST CONSULTING GROUP RIGHT-OF-WAY SERVICES AGREEMENT Original Agreement, 8/8/2017 $735,000
First Additional Services Request $73,500
Contract w/Additional Services $808,500
First Amendment, 2/27/2018 $864,687
Additional Services $86,500
Amendment w/Additional Services $951,187
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Economic Development Committee, October 3, 2022
Fifth Amendment to Agreement for Right-of-Way Services for State Route 132 West Freeway/Expressway - Phase 1 Project

Page 3 of 3 ends

Second Amendment, 11/27/2018 $1,356,773
Additional Services $135,677
Amendment w/Additional Services $1,492,450
Third Amendment, 6/23/2020 $246,160
Additional Services $24,616
Amendment w/Additional Services $270,776
Fourth Amendment, 5/25/2021 $195,000
Additional Services $19,500
Amendment w/Additional Services $214,500
Proposed Fifth Amendment $177,425
Additional Services, If Needed $44,356
Amendment w/Additional Services $221,781
REVISED TOTAL AGREEMENT $3,959,194
Approved by:

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

1. CPSI/Interwest Fifth Amendment to Agreement

2. CPSI/Interwest Request for Fifth Amendment with Exhibit “A-5”

3. Original Agreement

4. First Amendment to Agreement

5. Second Amendment to Agreement

6. Third Amendment to Agreement

7. Fourth Amendment to Agreement
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Fifth Amendment -1- City of Modesto
Interwest Consulting Group, Inc. State Route 132 West Freeway/Expressway Phase 1 Project

FIFTH AMENDMENT TO AGREEMENT FOR CONSULTANT SERVICES FOR STATE ROUTE 132 WEST FREEWAY/EXPRESSWAY PHASE 1 PROJECT This Fifth Amendment to Agreement for Consultant Services is made with reference to the contractual agreement between the CITY OF MODESTO (“City”) and PROPERTY SPECIALISTS, INC., dba CPSI, a California corporation, now known as INTERWEST CONSULTING GROUP, INC., a Colorado corporation, (“Consultant”), entered into by the parties on the 8th day of August, 2017, hereinafter referred to as “Original Agreement”.

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

A. On the 27th of February, 2018, the parties entered into a First Amendment to the Agreement for Consultant Services (“First Amendment”).

B. On the 27th of November, 2018, the parties entered into a Second Amendment to the Agreement for Consultant Services (“Second Amendment”).

C. On the 23rd of June, 2020, the parties entered into a Third Amendment to the Agreement for Consultant Services (“Third Amendment”).

D. On the 25th of May, 2021, the parties entered into a Fourth Amendment to the Agreement for Consultant Services (“Fourth Amendment”).

E. Paragraph no. 9 “AMENDMENTS” of the Original Agreement acknowledges the parties understand it may become desirable or necessary for City or Consultant to modify the scope of services provided for under the Agreement and any such modification must be in writing signed by both parties.

F. Paragraph no. 3 “COMPENSATION” of the Original Agreement specifies the sum of $735,000 as the total compensation Consultant agrees to accept for performing all #2..
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Fifth Amendment -2- City of Modesto
Interwest Consulting Group, Inc. State Route 132 West Freeway/Expressway Phase 1 Project services and furnishing all staffing and materials for the project as well as performance by Consultant of all of its duties and obligations required in the Original Agreement.

G. The Parties agreed to additional services with respect to the Original Agreement in the total amount of $73,500.

H. Paragraph no. 2 “COMPENSATION” of the First Amendment specified that additional services will be performed by Consultant, which increased the total amount of the Original Agreement by $864,687, for a new total amount not to exceed $1,759,687.

I. The Parties agreed to additional services with respect to the Original Agreement and First Amendment in the total amount of $86,500.

J. Paragraph no. 3 “COMPENSATION” of the Second Amendment specified that additional services will be performed by Consultant, which increased the total amount of the Original Agreement by $1,356,773, for a new total amount not to exceed $3,252,137.

K. The Parties agreed to additional services with respect to the Original Agreement and Second Amendment in the total amount of $135,677.

L. Paragraph no. 3 “COMPENSATION” of the Third Amendment specified that additional services will be performed by Consultant, which increased the total amount of the Original Agreement by $246,159.50, for a new total amount not to exceed $3,522,912.45.

M. The Parties agreed to additional services with respect to the Third Amendment in the total amount of $24,615.95.

N. Paragraph no. 3 “COMPENSATION” of the Fourth Amendment specified that additional services will be performed by Consultant, which increased the total amount of the Original Agreement by $195,000.40, for a new total amount not to exceed $3,737,412.89. #2..
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Fifth Amendment -3- City of Modesto
Interwest Consulting Group, Inc. State Route 132 West Freeway/Expressway Phase 1 Project O. The Parties agreed to additional services with respect to the Fourth Amendment in the total amount of $19,500.04.

P. On or about September 1, 2022, Consultant submitted to the City a budget augmentation for additional tasks requested by the City to be added to the Original Agreement, First Amendment, Second Amendment, Third Amendment, and Fourth Amendment related to the State Route 132 West Freeway/Expressway Phase I Project, attached hereto as Exhibit “A-5” and incorporated herein by this reference. Exhibit “A-5” identifies those additional tasks to be performed by Consultant as well as Consultant’s costs for the below-described additional tasks:

1. Mitchell - Signature and Escrow: $3,666.88

2. Wagner - Signature and Escrow: $6,076.48

3. Gonzalez - Purchase Landlocked Parcel: $18,696.00

4. Borba - Surplus Sale: $28,203.20

5. Bender - Surplus Sale: $26,029.20

6. MID Access Road - Faria: $4,516.88

7. MID Access Road - Wagner: $4,516.88

8. MID Access Road - Renna: $20,336.72

9. MID Access Road Rincon Environmental: $35,000.00

10. RAP Reimbursement: $20,744.00

11. TCE removal upon request of Property Owners: $9,638.40 Q. The aforementioned additional tasks increase the total compensation amount of the Original Agreement, and as amended by the First Amendment, the Second Amendment, the Third Amendment, and the Fourth Amendment by $177,424.64. #2..
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Fifth Amendment -4- City of Modesto
Interwest Consulting Group, Inc. State Route 132 West Freeway/Expressway Phase 1 Project R. The parties to this Fifth Amendment to the Original Agreement now understand and agree that it is necessary to modify paragraph no. 1 entitled “SCOPE OF SERVICES” of the Original Agreement, as amended.

S. The parties to this Fifth Amendment to Agreement now understand and agree it is necessary to modify paragraph no. 3 entitled “COMPENSATION” of the Original Agreement, as amended.

NOW, THEREFORE, in consideration of this Fifth Amendment to the Original Agreement, and the mutual promises, covenants, and stipulations contained in the Original Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, and this Fifth Amendment to the Original Agreement, the parties agree as follows:

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

2. Paragraph no. 1 entitled “SCOPE OF SERVICES” of the Original Agreement, including any amendments pertaining thereto, shall be deleted and parties agree to and hereby do substitute the following in its place:
“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 to the Original Agreement and referred to therein as Exhibit “B”. In addition, Consultant shall undertake and complete the preparation of the scope of work as set forth and described in the Attachments to the First Amendment, and as set forth and described in the Attachments to the Second Amendment, and as set forth and described in the Attachments to the Third #2..
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Fifth Amendment -5- City of Modesto
Interwest Consulting Group, Inc. State Route 132 West Freeway/Expressway Phase 1 Project Amendment, and as set forth and described in the Attachments to the Fourth Amendment, and as set forth in Exhibit “A-5” attached to this Fifth Amendment to the Original Agreement for Consultant Services. Exhibit “A-5” is incorporated herein by this reference. The Consultant shall perform all services as required in a manner compatible with the standards of its profession and shall produce a fully complete project acceptable to City.”

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

Consultant agrees to perform the work on a time and
materials basis in an amount not to exceed THREE MILLION NINE HUNDRED FOURTEEN THOUSAND EIGHT HUNDRED THIRTYSEVEN AND 53/100 DOLLARS ($3,914,837.53) as full remuneration for performing all services and furnishing staffing and materials called for in Exhibit “C” to the Original Agreement, as amended by Attachment “A” (“CPSI – Amended Fee Proposal Worksheet”) to the First Amendment, and Exhibit “A-2” attached to the Second Amendment to Agreement, and Exhibit “A-3” attached to the Third Amendment to Agreement, and Exhibit “A-4” attached to this Fourth Amendment to Agreement, and Exhibit “A5” attached to this Fifth Amendment to Agreement. #2..
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Fifth Amendment -6- City of Modesto
Interwest Consulting Group, Inc. State Route 132 West Freeway/Expressway Phase 1 Project The compensation shall be paid pursuant to and in the
manner and at the time set forth below:

Professional services received by the City under the Original Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, and this Fifth Amendment to Agreement shall be paid for on a time and materials basis with a not to exceed amount, as called for in Exhibit “C” to the Original Agreement, as amended by Attachment “A” of the First Amendment, and Exhibit “A-2” of the Second Amendment to Agreement, and Exhibit “A-3” of the Third Amendment to Agreement, and Exhibit “A-4” of this Fourth Amendment to Agreement, and Exhibit “A-5” attached to this Fifth Amendment to Agreement. Consultant shall prepare and City agrees to pay Consultant on a time and materials basis for monthly invoices, which include detailed tasks, hours worked, and billable rates for work completed.

Additional services may be authorized by the City Manager in an amount up to, but not to exceed FORTY-FOUR THOUSAND THREE HUNDRED FIFTY-SIX AND 16/100 DOLLARS ($44,356.16).

In the event that additional services are deemed necessary, the Consultant shall provide a written request to the City Manager indicating the reason for additional work, scope and cost of such work. The City Manager shall provide a written response to the request, either approving or denying the additional expenditure, in whole or in part. If additional services are requested and approved, they will be billed at the hourly rates set forth in #2..
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Fifth Amendment -7- City of Modesto
Interwest Consulting Group, Inc. State Route 132 West Freeway/Expressway Phase 1 Project Exhibit “A-5” and may not exceed the amount requested and approved in writing by the City Manager. In that event, the new total compensation shall not exceed THREE MILLION NINE HUNDRED FIFTY-NINE
THOUSAND ONE HUNDRED NINETY-THREE AND 69/100
DOLLARS ($3,959,193.69).

If additional services in excess of this amount are deemed necessary by City Staff, a sixth amendment to the Original Agreement will be required and must be approved by the City Council prior to commencing the work, as provided in Paragraph 9 of the Original Agreement.”

4. Except as herein amended or modified, the provisions of the Original Agreement, First Amendment, Second Amendment, Third Amendment, and Fourth Amendment are expressly reaffirmed and remain in full force and effect.
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Fifth Amendment -8- City of Modesto
Interwest Consulting Group, Inc. State Route 132 West Freeway/Expressway Phase 1 Project IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Fifth Amendment to Agreement for Consultant Services in duplicate by its City Manager and attestation by its City Clerk under authority of Resolution No. 2022-________, adopted by the Council of the City of Modesto on the 11th day of October, 2022, and INTERWEST CONSULTING GROUP, INC. has caused this Fifth Amendment to Agreement to be duly executed in duplicate.
(Signatures on next page)
9/12/2022 Approved as to form PH
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9300 W. Stockton Blvd. | Suite 105
Elk Grove, CA 95758
916.683.3340
September 1, 2022
John Rawles, Project Manager
City of Modesto
1010 Tenth Street, Suite 3100
Modesto, CA 95353
SUBJECT: Proposal to Provide Supplemental Real Estate Services City of Modesto – SR132 West Freeway/Expressway Phase I Project Dear Mr. Rawles:

Property Specialists, Inc., an Interwest Consulting Group company, is pleased to submit our proposal to provide supplemental real estate services in support of the project.

Interwest is prepared to offer the scope of services as described in the attached proposal in the areas of:
❖ Task 1 | Mitchell -complete escrow and close file per Caltrans ❖ Task 2 | Wagner-complete escrow and close
❖ Task 3 | Gonzalez-purchase land locked parcel
❖ Task 4 | Borba-sale of surplus property
❖ Task 5 | Bender- sale of surplus property
❖ Task 6 | MID access road action items
❖ Task 7 | RAP reimbursement
❖ Task 8 | TCE removal upon when project is completed
Most of the work will be completed by Amy Betonte with field support from James Staudinger. The cost and for the services listed above are outlined on the following scope of work and fee schedule and will be billed to the City on a time and material basis. Please note that 37% of the projected work totaling $177,424 is attributable to subconsultants. The overall cost projection includes a 25% contingency equaling $221,780.

If you have any questions concerning the above, please feel free to call me directly at (949) 870-5401 or by email at [email protected].

Sincerely,
Kent Jorgensen
Director of Real Estate Services
EXHIBIT A-5
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Prepared by: Property Specialists, Inc.

OH Rate Total
$72.12 $50.48 $43.27 $40.87 $33.65 0.9810 0.100
Task
No. Description
Project
Manager
Sr Acq/Rel
Agent
Acquisition
Agent
Relocation
Agent
Project
Coordinator Hour Totals
Original
Direct
Labor Costs
Revised
Direct Labor
Costs
ODC / Pass
Through
Costs
Fully
Burdened
Cost -

ORIGINAL
BUDGET
Fully
Burdened
Cost - NEW
BUDGET
Cost Increase
+ Amendment
Request
Reason for Increase in Budget

1.0 PROJECT MANAGEMENT Owners and displacement count doubled. Brett Paulson is providing additional program support.

1.1 City Meetings 300 300 $9,346 $21,635 $20,366 $47,144 $26,778 Due to sensitivity of project, delayed environmental, and the need to be more involved with the City and stakeholders, CPSI managers must participate as needed to ensure project delivery, schedule adherence, public relations management, etc.

1.2 Status Reports 48 96 144 $3,346 $6,692 $7,292 $14,583 $7,291 Additional reporting data has been required due to the unusual project delivery parameters and separate funding schedules.

1.3 Prepare ROW Management Plan 180 180 $1,731 $12,981 $3,772 $28,286 $24,514 CPSI's original budget assumed environmental, project design, and funding sources were static. Considering the volitilty, environmental delays, funding issues, and need for a Cert 3, significant planning modifications will be necessary as issues arise.

1.4 PDT Meetings 96 96 $2,942 $6,923 $6,412 $15,086 $8,674 City has requested for the Project Manager to attend additional reoccurring meetings.

1.5 Prepare/Review Project Documents 144 144 $3,490 $10,385 $7,606 $22,629 $15,023 With the case count increase, appraisal, acquisition and relocation activities under a unique schedule and the additional involvement with stakeholders, additional documents and revisions are well above the norm.

1.6 Scheduling 48 48 $2,135 $3,462 $4,652 $7,543 $2,891 Schedule is evolving on a daily basis due to delayed EIR, late design changes, and funding restrictions. Manpower is necessary to stay on top of these changes to ensure project delivery.

1.7 QA/QC Management 48 48 $1,731 $3,462 $3,772 $7,543 $3,771 Splitting project phasing due to funding restrictions, and design changes, requires additional coordination with Caltrans and City Legaal. Planning for Cert 3 will require additional QA/QC work.

1.8 Prepare Caltrans Certification 80 20 20 120 $3,726 $7,452 $8,119 $16,238 $8,119 Certification 3 work around and the additional documentation and communication with Caltrans requires additional manhours.

1.9 Project Close Out 20 40 24 12 24 120 $2,899 $5,798 $6,317 $12,635 $6,318 Close-out work will be significantly more due to Cert 3 and case increase.

1.10 Additional Program Support 1080 1080 $0 $77,885 $0 $169,718 $169,718 Quality Manager is working with Dokken and assisting with right of way analysis during design. Delivery Manager will need to provide expertise to accelarate project deliverables before E-76, after E-76, and achieve Cert 3 submssion by November 2018.

ODCs (mileage, postage) $2,500
Hours Subtotal: 2044 60 24 12 140 2280 536
Cost Subtotal: $147,404 $3,029 $1,038 $490 $4,712 $31,346 $156,673 $2,500 $68,308

2.0 RELOCATION PLAN Displacements increased from 10 businesses to 22 relocations

2.1 Complete Interviews 40 24 64 $817 $3,865 $1,781 $8,423 $6,642 Displacements have increased from 10 to 22.

2.2 Write Draft Relocation Plan 40 20 60 $2,570 $3,558 $5,600 $7,753 $2,153 Original budget had no residential displacements. Now, there are potentially 11 residental displacements, pending final design impacts.

2.3 Final Relocation Plan 8 8 $577 $577 $1,257 $1,257 $0 No Increase.

ODCs (mileage, postage) $500
Mileage and postage increased due to a 300% increase in potential displacements, phased funding requirements and splitting of case assignments.

Hours Subtotal: 88 0 0 24 20 132 77
Cost Subtotal: $6,346 $0 $0 $981 $673 $3,964 $8,000 $500 $8,638

3.0 ACQUISITION Scope of work increased from 39 parcel with 24 separate ownerships to 54 parcels with 47 separate ownerships.

3.1 Review Title Reports 14 66 66 146 $3,858 $6,563 $8,407 $14,300 $5,893 Parcels have been removed and added to project scope, after 30% design review.

3.2a Phase I Rincon 0 $0 $0 $64,000 $0 $0 $0 Original budget did not include environmental work since the RFP said it was done.

3.2b Phase II - anticipate 32 properties $0 $0 $312,434 $0 $0 $0 Original budget did not include environmental work since the RFP said it was done.

3.3 Appraisal Inspection 10 80 60 150 $4,385 $7,356 $9,555 $16,029 $6,474 Due to the public sensitivity of project, CPSI must attend all inspections.

3.4a Obtain Appraisals (Fee & Review) 50 10 60 $1,904 $2,957 $240,000 $4,149 $6,443 $2,294 Anticipate appraisals or valuation on up to 42 parcels.

3.5 QA/QC Appraisal Reports 60 60 18 138 $3,808 $8,135 $8,297 $17,726 $9,429 The number of reports have doubled due to separate ownerships on revised design.

3.6 Offer Letter 12 60 30 60 162 $4,183 $7,212 $9,115 $15,715 $6,600 Offer letter and documents are not standard. There are now less parcels owned by the same owner, increasing offer package counts.

3.7 Acquisition Negotiations/Settlements 80 400 300 120 900 $33,216 $42,981 $72,382 $93,659 $21,277 Project parameters have become difficult due to schedule and funding. More owner contacts will be necessary.

3.8 Complete Acquisition Documents 12 60 30 60 162 $5,697 $7,212 $12,415 $15,715 $3,300 Increase case number requires more manpower on document preparation.

3.9 Monitor Escrows 40 100 50 190 $6,656 $8,029 $14,505 $17,496 $2,991 Increase case number requires more manpower on escrow coordination work.

3.10 File & Database Administration 60 132 60 265 517 $14,337 $22,505 $31,241 $49,040 $17,799 Additional time must be spent due to an almost "design-bid" approach, number of changes being made to design, affect data, and urgency to keep the system current.

3.11 Project Team Meetings 150 80 80 80 390 $9,577 $21,010 $20,869 $45,782 $24,913 With project sensitivity and a consolidated schedule, additional meetings are required.

3.12 Close Out Acquisition File 20 60 30 60 170 $6,873 $7,788 $14,976 $16,972 $1,996 Additional cases and probobility of needing a Cert 3 will require more oversight.

ODCs (mileage, postage) $2,500
Additional field visits during planning verses condensed acquisition phase equates to an increase in mileage cost.

Hours Subtotal: 418 1088 718 0 761 2985 2004
Cost Subtotal: $30,144 $54,923 $31,067 $0 $25,611 $94,493 $141,745 $618,934 $205,911

4.0 RESIDENTIAL RELOCATION Residential displacements went for none to five residental housing displacements.

4.1 Conduct Displacee Interviews 20 44 64 $0 $2,808 $0 $6,118 $6,118

4.2 General Informational Notices 22 22 $0 $899 $0 $1,959 $1,959

4.3 Market Study 20 40 60 $0 $2,644 $0 $5,762 $5,762

4.4 Relocation Advisory Services 90 180 270 $0 $11,899 $0 $25,929 $25,929

4.5 Prepare PPD/RAP Entitlements 22 28 50 $0 $2,255 $0 $4,913 $4,913

4.6 Process Relocation Claims 44 44 $0 $1,798 $0 $3,918 $3,918

4.7 Close Out Relocation Files 11 22 33 $0 $1,454 $0 $3,169 $3,169

4.8 Property Management Oversight 40 240 40 320 $0 $16,346 $0 $35,620 $35,620 CPSI's original budget had no property management. Services are necessary for rent collection, maintenance, and property clearance activities.

ODCs (mileage, postage) $4,000
Hours Subtotal: 40 403 0 380 0 543 0
Cost Subtotal: $2,885 $20,344 $0 $15,529 $0 $0 $40,103 $4,000 $0

5.0 BUSINESS RELOCATION Displacements increased from 10 businesses to 17 business relocations.

5.1 Conduct Displacee Interviews 40 20 60 $2,861 $2,837 $6,233 $6,181 -$52

5.2 Relocation Payment Eligibility 80 20 100 $5,313 $4,856 $11,576 $10,581 -$995

5.3 Identify Displacee Needs 80 40 120 $4,279 $5,673 $9,324 $12,362 $3,038

5.4 FF&E and Goodwilll Appraisals 20 20 $1,587 $1,010 $40,000 $3,457 $2,200 -$1,257 FF&E appraisals were reduced after our site visits determined them not necessary.

More oversight wil be needed to address personal property within actual relocation.

5.5 Relocation Advisory Services 400 400 $27,404 $20,192 $59,716 $44,001 -$15,715

5.6 Provide Replacement Sites 80 240 320 $13,846 $13,846 $30,172 $30,172 $0

5.7 Process Relocation Claims 40 40 80 160 $4,615 $6,346 $10,057 $13,829 $3,772

5.8 Close Out Relocation Files 40 40 20 100 $3,606 $4,327 $7,857 $9,429 $1,572 Additional case count requires additional file to be closed.

5.9 Property Management Oversight 80 240 80 400 $0 $20,577 $0 $44,839 $44,839 CPSI's original budget had no property management. Services are necessary for rent collection, maintenance, and property clearance activities.

ODCs (mileage, postage) $5,000
Significant number of site visits will be required to coordinate the move under E76 delivery date and clearance date projections.

Hours Subtotal: 80 1020 0 400 180 1280 1198
Cost Subtotal: $5,769 $51,490 $0 $16,346 $6,058 $63,510 $79,663 $45,000 $138,392 Hours Totals: 2670 2571 742 816 1101 7900 3815
Direct Labor, Expenses Totals: $192,548 $129,786 $32,106 $33,346 $37,053 $426,185 $670,934 $928,700 ODC $670,934
CONTRACT SUMMARY TOTAL $1,599,634
Total Direct Labor Cost: $426,185
TotalOverhead (Indirect) Cost: $418,088
Total Fee (Profit): $84,427
Sub Total: $928,700
Total Direct Expenses: $670,934 (pass-thru cost)
Total Contract Cost: $1,599,634
Existing Contract $734,947.00
Additional Funds Request $864,687
PROPERTY SPECIALISTS, INC. (CPSI) - AMENDED FEE PROPOSAL WORKSHEET MODESTO SR-132 WEST FREEWAY/EXPRESSWAY PROJECT
Actual Hourly Rate Per Exhibit 10-H
Tasks Human Resources (Hours)
Original budget and impacts to properties did not require residential relocations.

Displacement numbers and ability to relocate on a very tight scheulde to ensure Cert 3 work around will be viable and will require additional manpower.

The partial acquisition on the Melton and Olmsted property adds at least 7 impacted units when building is cut and refaced to accommodate right of way requirements.

The partial acquisition on the Melton and Olmsted property adds at least 7 impacted units when building is cut and refaced to accommodate right of way requirements. #2..

P R O P E R T Y S P E C I A L I S T S , I N C . ( C P S I ) 1 1 1 1 J S t r e e t , S u i t e M - 1 0 9 | M o d e s t o , C a l i f o r n i a 9 5 3 5 4 ( 2 0 9 ) 2 2 2 - 6 9 8 2 | w w w . c p s i - r o w . c o m February 2, 2018
City of Modesto
Attn: John Rawles, Project Manager
1010 Tenth Street, Suite 3100
Modesto, CA 95353
Revised CPSI Budget: SR-132 West Freeway/Expressway Phase I Project Dear John,
CPSI is requesting an amended budget to address the increased scope of work and modifications to the project. The original contract ($735,000) was based on preliminary designs (prepared by Jacobs Engineering). As Dokken Engineering made improvements to the design, CPSI’s responsibilities significantly increased. We have prepared the attached revised overall budget for the anticipated work, which details our request for an additional $864,687 (including $376,434 in pass-through fees for the required environmental services). In addition, we have included a list of the updated parcels. CPSI’s amended budget is a result of the following two major modifications to the project and scope of work, including:

1. Environmental Requirements:
• Hazardous Materials Disclosure Document (HMDD)
Per Caltrans requirements, each parcel must be analyzed to properly complete an HMDD.

This document serves to notify Caltrans which parcels are environmentally cleared for transfer and which parcels have environmental issues preventing them from being acquired. The HMDD cannot be completed without completing Phase I and Phase II Environmental Site Assessments (ESAs). Because Phase I and Phase II ESAs, site inspections and applicable testing have not been completed, the HMDD cannot be completed, and therefore, Caltrans will not accept the transfer of any properties. • Environmental Analysis in the Original PAED Document
The PAED document concentrated on a program-specific approach, stock pilings and commercial parcels east of the 99 Freeway. Caltrans requires that Environmental Site Assessments be based on individual site assessments and will not accept the programspecific approach that was originally completed. As a result, 42 parcels need environmental site assessment work before the acquisition process can be completed. • Standard Practice for Environmental Analysis in PS&E
During the acquisition phase, it is standard for Phase I and Phase II Environmental Site Assessments to be completed alongside the appraisal process. This is also the standard practice with Caltrans. As is the case with this project, Phase I and Phase II ESAs are not normally completed during the PAED phase of the project. • Increased Budget for Environmental Analysis
With the mandatory requirement to complete Phase I and Phase II ESAs, CPSI will include a subconsultant to complete the work. The cost associated with the environmental assessment is $376,434. All environmental fees will be billed as a straight pass-through cost with no mark-up.
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2. Updated Design:

The original Jacobs design reflected 39 parcels with 24 property owners. Because of Dokken’s updated design, which varies considerably from Jacob’s design, the total parcel count increased to 56 with a total of 49 property owners. Additionally, there are approximately 21 residential and business relocations. The original Jacobs design resulted in 10 relocations, but the number has more than doubled based on the latest design.

In addition to the resources needed for field production work, CPSI’s Project Manager has and will need to continue to provide a substantial amount of project management support services to the stakeholder involved with this project. CPSI’s original proposal was prepared with the assumption of getting environmental approval by the end of 2017, allowing a traditional appraisal and acquisition process spread over 14 to 16 months. With the EIR and Caltrans approval process (E-76) being delayed at least four additional months, CPSI’s Project Manager will need to spend additional resources to develop strategies, work with applicable stakeholders, and oversee the environmental process. Without the resources outlined above, this project cannot be delivered as scheduled and the acquired parcels will not be accepted into Caltrans’ highway system.

The following is a summary of the costs associated with the additional work:

Original New Increase
CPSI (Labor) $421,247 $928,700 $507,453
Pass-Through $313,700 $670,934 $357,234 (Appraisal, Environmental) Total $734,947 $1,599,634 $864,687
Please let me know if you have any questions or require additional information.

Sincerely,
Kent Jorgensen
Delivery Manager
(949) 299-5306
[email protected]
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PAGE 3
REVISED PARCELS: SR-132 WEST FREEWAY/EXPRESSWAY PHASE I PROJECT Acquisition Type Total Map Numbers
Full Acquisitions 4 96, 83, 84, 85
Partial Acquisitions 24 4, 5, 17, 18, 19, 95, 20, 21, 25, 26, 27, 28, 29, 30, 31, 32, 33, 35, 65, 66, 70, 74, 86, TBD (16 or 24)
Full/Partial Acquisitions 4 22, 67, 71, 23
TCE Only 12 99, 97, 100, 101, 47, 48, 49, 63, 64, 72, 73, 88 Permit to Enter (PTE) 8 9, 10, 11, 12, 13, 14, 15, 93
MID 4 102, 103, 104, 105
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EXHIBIT A-3 5/13/2020
INTERWEST CONSULTING GROUP, INC. (AKA CPSI)
AGREEMENT FOR PROPERTY MANAGEMENT SERVICES FOR STATE ROUTE 132 WEST FREEWAY/EXPRESSWAY - PHASE 1 PROJECT
AUTHORIZED ORIGINAL BASE AGREEMENT: $735,000.00 Council approved 8/8/17 ADDITIONAL SERVICES, IF NEEDED: $73,500.00 CM Signed 2/14/18 TOTAL COMPENSATION: $808,500.00
AUTHORIZED FIRST AMENDMENT: $864,687.00 Council approved 2/27/18 ADDITIONAL SERVICES, IF NEEDED: $86,500.00 CM Signed 10/16/18 TOTAL COMPENSATION: $951,187.00
AUTHORIZED SECOND AMENDMENT: $1,356,773.00 Council approved 11/27/18 ADDITIONAL SERVICES, IF NEEDED: $135,677.00 CM Signed
TOTAL COMPENSATION: $1,492,450.00
AUTHORIZED THIRD AMENDMENT: $246,159.50 Council approved TBD ADDITIONAL SERVICES, IF NEEDED: $24,615.95
TOTAL COMPENSATION: $270,775.45
NEW TOTAL COMPENSATION: $3,522,912.45
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EXHIBIT A-3 5/13/2020
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Avner Alkhas, Chief Financial Officer
Thomas G. Brackett, CEO
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

October 3, 2022
Date: September 12, 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: Engineering Design Services Agreement with West Yost Associates Grayson Water Infrastructure Project
CONTACT: Edgar Vargas, Acting Senior Civil Engineer
[email protected], 209-571-5424
DESCRIPTION:

Consider approving an Agreement with West Yost Associates, Sacramento, CA, for Engineering Design Services for the Grayson Water Infrastructure Project in the amount $1,464,918 for the identified scope of services, plus $146,492 in additional services, if needed, for a total amount not to exceed $1,611,410, amending the Fiscal Year 2022/23 Capital Improvement Program Budget in the amount of $703,461 and forwarding to Council for approval. (Funding Source:

Water Fund).

STRATEGIC PLAN ELEMENT:

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

BACKGROUND:

The City of Modesto owns and operates the water system facilities in the Town of Grayson, which is located approximately 14 miles west of the City of Modesto and 6 miles north of the City of Patterson, along County Road J16 (Grayson Road). The service area is approximately 120 acres, primarily residential, and is considered a severely disadvantaged community. The Grayson service area was originally provided with water service by the Del Este Water Company until the mid-1990s when the City of Modesto acquired the Del Este Water Company and began providing water service.
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Economic Development Committee, October 3, 2022
Engineering Design Services Agreement with West Yost Associates Grayson Water Infrastructure Project

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The existing water system within the Grayson water service area currently includes 264 water connections, two wells (Well 295 and Well 274), one 0.22 million-gallon (MG) at-grade steel tank (Tank 9), a booster pump station equipped with two-50 horsepower pumps, approximately 16,700 linear feet of water distribution pipelines, and a deteriorating ion exchange treatment system.

As recommended in the City’s capital improvement program, the City has been actively engaged in improving service to the customers of Grayson with the goal to mitigate deficiencies associated with insufficient fire flow capacity, inadequate supply and pumping capacity, and most importantly inadequate system reliability.

A hydraulic assessment of the Grayson Water System was performed to evaluate the system’s ability to meet the community’s current and build-out demands. This assessment identified the need to construct a new/replacement treatment system, storage tank, and booster pump station facility.

As a result, the Grayson Water Infrastructure Project will construct a new 0.25 MG storage tank that will replace Tank 9, a new 1 MG booster pump station, a replacement treatment system (1200 gpm capacity), a new building facility to house chlorination equipment, an employee restroom and storage, SCADA and instrumentation improvements, associated stormwater landscaping, irrigation improvements, and new site fencing to provide a security enclosure to the project site. The project will be constructed within the new Well 69 project site, a 0.41 acre parcel on Mary Street (APN: 016-034-015). The new Grayson Water Infrastructure project will also decommission and remove the majority of the existing facilities located at the Well 295 site.

The rerouting of flow from Well 295 to the new treatment site will need to be incorporated into the design of the new Grayson Water Infrastructure project.

On November 24, 2015, by Resolution No. 2015-454, Council accepted a 9,945 square foot site from Stanislaus County, expanding the Well 274 site in order to drill a replacement well.

On March 22, 2016, by Resolution No. 2016-116, Council approved an agreement with Kleinfelder, Inc. to provide a geophysical investigation of the site. The geophysical investigation results determined that a production zone of approximately 270-340 feet below ground surface could potentially produce 400-500 gallons per minute, which would be suitable for a replacement well.

On January 10, 2017, by Resolution No. 2017-18, Council approved an agreement with Hazen and Sawyer to provide hydrogeological and design services for Grayson Replacement Well 274.

On January 23, 2018, by Resolution No. 2018-46, Council awarded a construction contract to Maggiora Bros. for the Grayson Replacement Well 274 Project which constructed the subsurface improvements.

During the drilling of Well 274, staff was informed by the Department of Water Recourses that well number 274 could not be re-used. New well numbers are required for replacement wells; therefore, the project became known as Grayson Well 69 (Replacing Well 274). #3..
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Economic Development Committee, October 3, 2022
Engineering Design Services Agreement with West Yost Associates Grayson Water Infrastructure Project

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On May 7, 2019, by Resolution No. 2019-234, Council accepted the Well 274 (subsurface improvements) Project as complete.

On July 14, 2020, by Resolution No. 2020-312, Council accepted a 4,137 square foot site from Stanislaus County, expanding the Well Site in order to accommodate a future tank, booster pump and treatment system for the new well.

On October 6, 2020, by Resolution No. 2020-413, Council approved an agreement with Hazen and Sawyer for Engineering Services During Construction for the Grayson Well 69 (Replacing Well 274) Project.

On December 7, 2021, by Resolution No. 2021-473, Council approved plans and specifications for the Grayson Well 69 (Replacing Well 274) project, accepted the bid, and approved a construction contract with W.M. Lyles Co., of Fresno to construct the Well 69 surface improvements portion.

Surface improvements are currently in construction. Well 274 will be replaced and abandoned at the conclusion of the Well 69 above ground improvements. The City is also currently in the process of designing plans to upgrade deficient, undersized water distribution mains within the service area.

On March 13, 2018, by Resolution No. 2018-118, Council approved a resolution approving the submittal of applications to the Drinking Water State Revolving Fund and State Water Resources Control Board for Planning/Design and implementation funding for the Grayson Water Infrastructure Project.

On May 18, 2022, the City of Modesto was notified by the State Water Resources Control Board that the City was awarded $653,200 for Planning/Design and Implementation funding for the Grayson Water Infrastructure Project.

The project is still eligible for the State’s DWSRF construction loan with principal forgiveness of up to $5 million and may be eligible for additional funding in the form of a loan, additional grants, and loan forgiveness. Staff is continuing to pursue further funding for construction and will comply with Administrative Directive 7.2 if funding is awarded.

DISCUSSION:

Given the unique and specialized expertise required for design of tanks and pump stations, it was determined that a consultant would be necessary to provide design services for this project.

On April 28, 2020, by Resolution No. 2020-202, Council approved a prequalified list of consultants for Engineering Design Services for Water CIP projects.

In accordance with Administrative Directive 3.1, Selection Procedures for Professional Consultants Who Provide Architectural and Engineering Services for Capital Projects, a Request for Proposal (RFP) was sent to five pre-qualified consultants for engineering design services for water Capital Improvement Program projects. #3..
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Economic Development Committee, October 3, 2022
Engineering Design Services Agreement with West Yost Associates Grayson Water Infrastructure Project

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On May 24, 2022, staff received and distributed three proposals to a selection committee consisting of Utilities engineering and operations staff. The selection committee evaluated the proposals and determined West Yost Associates, (West Yost) Sacramento, CA to be the most qualified and responsive. West Yost’s sealed proposal costs were opened after the selection ranking had been finalized. West Yost’s proposal cost and scope were reviewed, and after negotiations determined to be reasonable to provide engineering design services.

West Yost developed a base scope of services for the final design of the Grayson Water Infrastructure project and additional scope of services that will only be performed if authorized by the City based on the findings of Task 1 (preliminary design and data collection) within the base scope of services.

The base scope of services to be provided under this agreement include:
 Task 1: Preliminary Design and Data Collection
 Task 2: Design and Preparation of Construction Documents  Task 3: Public Outreach
 Task 4: Permitting
 Task 5: Environmental Clearance Documentation
 Task 6: Bid Period Services
 Task 7: Engineering Services During Construction
 Task 8: Project Management and Meetings
 Task 9: Progress Reporting per State Funding Requirements  Task 10: Provide Additional Support for the Drinking Water State Revolving Fund (DWSRF)
 Task 11: Provide Additional Research and Support for Funding Opportunities Associated with Consolidation Option.

As a part of the base scope of services outlined in Task 1; an evaluation of a blending line from South Modesto to Grayson or a waste line from Grayson to the Jennings Wastewater facility will be evaluated. Upon completion of Task 1; additional tasks may be required under the agreement to complete design of one of the options.

The City has determined the base scope of services to be reasonable to provide design, bid period services, engineering services during construction, as well as additional support for state funding requirements.

Additionally, in accordance with Administrative Directive 3.1, design firms that are not considered local should consider using local sub-consultants as a part of their team. West Yost included O’Dell Engineering a local firm to provide surveying & landscaping through design and construction.

In accordance with Modesto Municipal Code 8-3.204(a) Exceptions to Formal Bidding Requirements, this agreement is for professional services and, therefore, exempt from the bid requirement. However, staff proceeded through an RFP process pursuant to Administrative Directive 3.1. Staff recommends approval of the agreement with West Yost Associates for Engineering Design services for the Grayson Water Infrastructure project. #3..
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Economic Development Committee, October 3, 2022
Engineering Design Services Agreement with West Yost Associates Grayson Water Infrastructure Project

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FISCAL IMPACT:

Funding for this project will be budgeted in the current FY 2022/23 Capital Improvement Program budget in account:
101081 – Grayson System Improvements
ANTICIPATED ENGINEERING DESIGN EXPENDITURES:

West Yost Agreement $1,464,918
10% Additional Services $146,492
City Construction Forces $50,000
Engineering Design/Administration – City Staff Time $120,000 *TOTAL ANTICIPATED ENGINEERING EXPENDITURES: $1,781,410 *An appropriation transfer of approximately $703,461 will be necessary to fund the required scope of services. Upon Council approval, this amount will be transferred into the project account from Water Fund Reserves to cover these costs, thereby amending the Fiscal Year 2022/23 Capital Improvement Program Budget.

Total construction costs for the base scope of services are estimated to be approximately $5,384,000 and will be further verified and refined as part of Preliminary Design and Data Collection outlined in Task 1.

CEQA/NEPA REQUIREMENTS:

CEQA requirements will be completed prior to going to construction.

Approved by:

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

1. West Yost – Agreement

2. West Yost – Exhibits to Agreement
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-1-

ENGINEERING DESIGN SERVICES AGREEMENT FOR THE

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

This Agreement is made with regard to the following recitals:

A. The City has determined that Engineering Design Services are necessary for the Grayson Water Infrastructure Project.

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

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

1. SCOPE OF SERVICES.

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 #3..
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performed by Consultant, unless terminated earlier in accordance with the provisions of the termination clause in this Agreement.

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

3. COMPENSATION.

Consultant agrees to accept a sum not to exceed ONE MILLION FOUR HUNDRED SIXTY-FOUR THOUSAND NINE HUNDRED EIGHTEEN AND 00/100 DOLLARS ($1,464,918) (maximum compensation) as full remuneration for performing all services and furnishing all staffing and materials for Modesto in accordance with Exhibit "A" attached hereto and for performance by Consultant of all of its duties and obligations under this Agreement, except that additional services may be compensated as described below.

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

City shall pay Consultant on a time and materials basis for Consultant’s actual costs for all work called for in Exhibit “A” to this Agreement. All work to be performed under this Agreement shall be billed at the hourly rates set forth in Exhibit “B” attached hereto, Consultant shall submit monthly invoices to City which include detailed tasks, hours worked, and billable rates for all work completed, and detailed receipts for any out-of-pocket costs paid by Consultant in connection with work performed on this project. #3..
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Additional services may be authorized by the City Manager in an amount up to, but not to exceed ten percent (10%) of the agreed maximum compensation, or ONE HUNDRED FORTY-SIX THOUSAND FOUR HUNDRED NINETY-TWO AND 00/100 DOLLARS ($146,492). In the event that additional services are deemed necessary, the Consultant shall provide a written request to the City Manager indicating the reason for additional work, scope and cost of such work. The City Manager shall provide a written response to the request, either approving or denying the additional expenditure. If additional services are requested and approved, they will be billed at the hourly rates set forth in Exhibit “B” and may not exceed the amount requested and approved in writing by the City Manager. In that event, the new total compensation shall not exceed ONE MILLION SIX HUNDRED ELEVEN THOUSAND FOUR HUNDRED TEN AND 00/100 DOLLARS ($1,611,410). If additional services in excess of this amount are deemed necessary by City Staff, an amendment to this Agreement will be required and must be approved by the City Council prior to commencing the work, as provided in Paragraph 9 of this agreement.

4. OBLIGATIONS OF CONSULTANT.

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

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

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

6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

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

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

7. NEWS AND INFORMATION RELEASE.

8. INTEREST OF CONTRACTOR.

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.

10. INDEPENDENT CONTRACTOR.

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

It is 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.

13. NOTICES.

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

FOR CONSULTANT: Name: West Yost Associates
Address: 8950 Cal Center Drive
Building 1, Suite 363
Sacramento, CA 95826
Attention: Roberto Vera
Phone: (916) 306-2250
Email: [email protected]
FOR CITY: Name: City of Modesto
Address: 1010 10th Street
Suite 4600
Modesto, CA 95354
Attention: Edgar Vargas
Phone (209) 577-5424
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 #3..
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provide evidence of such insurance to the City as may be required by the Risk Manager of the City. The policies or certificates thereof shall provide that, thirty (30) days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the City by certified mail, return receipt requested, for all of the following stated insurance policies.

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

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

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

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

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

15. TERMINATION OF AGREEMENT.

Termination by City for Default of Consultant
Should Consultant default in the performance of this Agreement or materially breach any of its provisions, at its option, City may terminate this Agreement by giving written notification to Consultant. The termination date shall be the effective date of the notice. For the purposes of this section, material breach of this Agreement shall include, but not be limited to, any of the following: failure to perform required services or duties, willful destruction of City's property by Consultant, dishonesty or theft. #3..
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Termination by City for Convenience
The City may also terminate the Consultant's performance under the Agreement, either in whole or in part, at its own discretion, or when conditions encountered during the Work make it impossible or impracticable to proceed, or when the City is prevented from proceeding with the Agreement by act of God, by law, or by official action of a public authority, or upon a determination by the City that such termination is in the best interest and convenience of the City, or whenever the City is prohibited from completing the Work for any reason. The City shall provide no less than ten (10) calendar days written notice of its intent to terminate the Agreement for convenience, and shall endeavor to provide the Consultant with consultation with the City prior to termination.

Post-Termination Procedure
Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the Consultant shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subconsultants and agents are notified of such termination and act as specified in the notice of termination;
b. Terminate all orders and Subcontractors except as necessary to complete any portion of the Work that is not terminated; c. If directed in writing by the City to do so, assign all right, title and interest in subcontracts and materials in progress to City, in which case the City will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such #3..
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subconsultants, but in no event shall recovery by any Consultant or subconsultant include lost profits for portions of the Work not completed or undertaken, including materials not delivered; d. Deliver or otherwise make available to the City all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Consultant in performing the Work whether completed or in process; e. Settle outstanding liabilities and claims, subject to the approval of City;
f. Complete performance of such part of the Work as has not been terminated;
g. Take such other actions as may be necessary, or as may be directed by the City for the protection and preservation of the Work and/or property related to the Work;
h. If City so requests, and at City's cost, Consultant shall provide sufficient oral or written status reports to make City reasonably aware of the status of Consultant's work on the project. i. The Consultant understands and agrees that City may, in City's sole discretion, refuse to pay Consultant for that portion of Consultant's services which were performed by Consultant on the project prior to the termination date and which remain
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City will pay Consultant an amount based on the percentage of satisfactory work completed in accordance with the notice of termination. The final payment to the Consultant after termination for convenience shall be limited to amounts due and owing under the Agreement at time of termination, including the following:
a. The cost of settling and paying valid claims arising out of the termination of the Work such as subconsultant agreements or contracts for materials;
b. The Agreement price allocable to the portion of the Work properly performed or goods supplied to the work site by the Consultant as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the Consultant.

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

17. INDEMNITY.

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

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 #3..
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Association shall administer the arbitration under its Arbitration Rules then in effect, subject to the modifications of those rules contained in this paragraph. This agreement to arbitrate shall be specifically enforceable under the prevailing law of any court having jurisdiction, and the award rendered by the arbitrator may be entered in any court having jurisdiction. The appropriate venue for any arbitration or court proceeding relating to or arising out of this provision shall be in Stanislaus County, California.

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

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

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

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

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

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

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

19. ENTIRE AGREEMENT.

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

20. PARTIAL INVALIDITY.

21. WAIVER.

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. #3..
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22. AUDIT.

23. GOVERNING LAW.

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

24. HEADINGS NOT CONTROLLING.

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

25. COMPLIANCE WITH LAWS.

26. CITY BUSINESS LICENSE.

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IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement 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 has caused this agreement to be duly executed in duplicate as of the Effective Date. #3..
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2020 Research Park Drive
Suite 100
Davis, CA 95618
530.756.590 phone
530.756.5991 fax
westyost.com
August 17, 2022 SENT VIA: EMAIL
Edgar Vargas, PE
Acting Senior Civil Engineer
City of Modesto - Utilities Department
1010 Tenth Street, 4th Floor
Modesto, CA 95354
RE: Updated Cost Proposal for City of Modesto Grayson Water Infrastructure Project Dear Edgar:

Thank you for selecting West Yost for the Grayson Water Infrastructure Project. We are excited to submit the following updated scope and fee proposal to the City of Modesto (City) for providing professional engineering services for the Grayson Water Infrastructure Project, based on our recent discussions.

UPDATED SCOPE OF SERVICES
As discussed with you and your team, the City desires to authorize the three optional tasks (i.e., Tasks 9, 10, and 11) that were included as part of our original proposal, as well as add additional specific tasks.

Attachment A provides our updated scope of services. We have reorganized the scope of services into two categories: Base Scope of Services and Additional Scope of Services. These are summarized as follows:
• Base Scope of Services
— All base Tasks (Tasks 1 through 8) from our original proposal are unchanged. — The optional Tasks 10 and 11 included in our original proposal have been added to the Base Scope of Services and renumbered as Tasks 9 and 10. These tasks are unchanged from our original proposal.
— A new task has been added (Task 11. Provide Additional Research and Support for Funding Opportunities Associated with Consolidation Option.
— This task is a new task and has been added to perform research and identify other potential funding opportunities associated with consolidating and serving other community water systems (i.e., Country Western Mobile RV Park or Westport School) with the potential blending ling from South Modesto to Grayson. These additional funding opportunities would be beyond the SRF grant funds and would further reduce costs to the City.
• Additional Scope of Services
— Task 12: Design of Waste Line to Jennings WWTP or Blending Line from South Modesto to Grayson
— This task was included as the optional Task 9 from our original proposal. This task has been renumbered as Task 12.

EXHIBIT A
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— This task has been expanded to include either the design of a waste line to Jennings WWTP or a blending line from South Modesto to Grayson. One of these options will be selected based on the treatment alternatives evaluation conducted in Task 1. — The expansion of the scope and level of effort is due to the longer length of the blending line and consideration of pipeline crossings that were not included in the original proposal. Specific additional items include additional drawing sheets and additional survey, potholing activities and shallow boring explorations. — With respect to the potential required river/canal crossings associated with either the blending line or the waste line, additional scope and budget has been added to evaluate and design the pipeline crossings, either using trenchless methods (anticipated to be horizontal directional drilling) or strapping to existing bridge infrastructure. For the trenchless crossings, deeper boring explorations (up to eight) than what was previously assumed have been included to properly design crossings in accordance with current United States Army Corps of Engineers criteria EM1110- 1-2902. For budgeting purposes, it is assumed that trenchless crossings will be required for all three currently identified crossing locations (i.e., river, bridge, and canal).
• Task 13. Design of Waste Line Lift Station or Blending Line In-Line Booster Pump Station. — This task is a new task and has been added to provide design of either a lift station for the waste line to the Jennings WWTP or an in-line booster pump station for the blending line from South Modesto to Grayson. Neither of these facilities were included in the base tasks or optional tasks in our proposal. Based on our preliminary evaluations, a lift station or an in-line booster pump station will be required. — In addition, a high-level right-of-way evaluation has also been included to evaluate potential parcels that could contain the in-line booster pump station if this option/alternative is selected.

The Additional Scope of Services (Tasks 12 and 13) will only be performed if authorized by the City based on the findings and recommendations of Task 1. Both Tasks 12 and 13 would need to be authorized to provide for the design of the pipeline and pump/lift station under either the waste line or blending line option.

UPDATED FEE
As described above, the updated scope of services is more comprehensive than the scope of services that was included as part of the original proposal submittal. Table 1 below summarizes the costs by task.

Attachment B includes the expanded fee table, which shows hours by staff person and classification, as well as subconsultant fees by task.

Our fee proposal includes West Yost’s proposed not-to-exceed fee for the professional services for completing the tasks included in our updated scope of services (Attachment A). West Yost will perform the work on a time-and-expenses basis, at the billing rates set forth in West Yost’s Billing Rate Schedule (Attachment C) for the not-to-exceed fee presented in Table 1. This billing rate schedule will be effective through 2024 which is our anticipated duration of the contract/project. In addition, our subconsultant billing rate schedules are included in Attachment D.

EXHIBIT A
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As noted in our updated scope of services (Attachment A), the level of effort of some tasks will depend on findings and recommendations of the evaluations conducted in Task 1. In particular, both the waste line and the blending line may require more detailed environmental clearance documentation since these were not identified as part of the City’s programmatic EIR associated with the Water Master Plan. Once preliminary evaluations for the waste line or blending line alternatives are complete (in Task 1), we will determine the required level of effort for additional environmental clearance documentation for the selected pipeline alternative.

Table 1. Updated Fee for the Grayson Water Infrastructure Project Task Updated Fee
Base Scope of Services
Task 1. Preliminary Design and Data Collection $245,690 Task 2. Design and Preparation of Construction Documents $514,571 Task 3. Public Outreach $55,057
Task 4. Permitting $15,684
Task 5. Environmental Clearance Documentation $68,882
Task 6. Bid Period Services $11,918
Task 7. Engineering Services During Construction $274,874 Task 8. Project Management and Meetings $100,286
Task 9. Progress Reporting per State Funding Requirements $83,210 Task 10. Provide Additional Support for DWSRF Funding $71,548 Task 11. Provide Additional Research and Support for Funding Opportunities Associated with Consolidation Option $23,198
Total Base Scope of Services $1,464,918
Additional Scope of Services(a)
Task 12. Design of Waste Line to Jennings WWTP or Blending Line from South Modesto to Grayson $856,225
Task 13. Design of Waste Line Lift Station or Blending Line In-Line Booster Pump Station $271,477 Total Additional Scope of Services $1,127,672
Total Proposed Fee $2,592,620
(a) Tasks 12 and 13 are included under the Additional Scope of Services to cover either the design of the blending line from South Modesto to Grayson and the associated pump station, or the design of the waste line to the Jennings WWTP and the associated lift station. A determination as to which option will be selected will be based on the evaluation conducted in Task 1. The Additional Scope of Services (Tasks 12 and 13) will only be performed if authorized by the City. It should be noted that both Tasks 12 and 13 would need to be authorized to provide for the design of the pipeline and pump/lift station under either the waste line or blending line option.

EXHIBIT A
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Thank you again for selecting West Yost for this important project for the City and for the community of Grayson. Please contact us if you have any questions or would like to discuss the details of our updated scope of services, level of effort and cost. We look forward to working with you on this project.

Sincerely,

WEST YOST
Elizabeth Drayer, PE Roberto Vera, PE
Project Manager/Vice President Deputy Project Manager
925.461.6793 916.306.2212
[email protected] [email protected]
Attachments: Attachment A. Updated Scope of Services
Attachment B. Detailed Fee Sheet
Attachment C. West Yost Billing Rate Schedule
Attachment D. Subconsultant Billing Rate Schedules

EXHIBIT A
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City of Modesto
Grayson Water Infrastructure Project
1 N-M-C-MODESTO-WD-2022_GRAYSON-N

BASE SCOPE OF SERVICES
The following describes our proposed scope of services, including all tasks and subtasks, task deliverables, and task assumptions. These services are considered the “base” scope of work. If findings from Task 1 recommend either (1) a waste line or (2) a blend line, then the Additional Scope of Services (Tasks 12 and 13) will need to be performed. Both Tasks 12 and 13 would need to be authorized to provide for the design of the pipeline and pump/lift station under either the waste line or blending line option.

Task 1. Preliminary Design and Data Collection
Task 1.1 Collect and Review Data
Our team already has much of the data needed to begin the design process. If needed, we will prepare a brief data request that will be provided at the Kickoff Meeting.

Task 1.2 Prepare Geotechnical Investigation and Report
Kleinfelder will investigate subsurface conditions where key facilities are planned to be sited, including one bore performed at the center of the proposed tank site to a depth of 50 feet, and one bore in the area of the proposed pump station to a depth of 20 feet. Laboratory testing of samples will be performed, and typical parameters (e.g., shear strength, Atterberg Limits, etc.) will be reported and summarized in a Geotechnical Report, prepared under the direction of a Registered Geotechnical Engineer.

This task does not include geotechnical activities associated with the potential waste line to the Jennings WWTP and associated lift station or the blend line from South Modesto and associated in-line booster pump station; these are included in the Additional Scope of Services, under Tasks 12 and 13, respectively.

Task 1.3 Prepare Topographic Survey
O’Dell will prepare a topographic survey for the project area in accordance with the RFP requirements.

The topographic survey will be reviewed by West Yost staff to confirm all major elements are captured.

This task does not include topographic survey activities associated with the potential waste line to the Jennings WWTP and associated lift station or the blend line from South Modesto and associated in-line booster pump station; these are included in the Additional Scope of Services, under Tasks 12 and 13, respectively.

Task 1.4 Prepare Treatment Alternative Analysis Report
The West Yost and Corona team will conduct a treatment alternatives analysis and prepare a report to present the findings and recommendations. The Treatment Alternatives Analysis Report will compare up to six treatment alternatives, including: IX, RO, and Biological. The study will also evaluate a “non-treatment” blending alternative. For each alternative, key performance parameters will be evaluated including finished water quality, flexibility and reliability, waste stream quality and disposal considerations, chemical utilization, and other site-specific constraints. A waste line to the City’s Jennings WWTP will also be considered within this treatment analysis as an alternative to brine waste hauling. This information will be compiled with Class 4 capital and lifecycle costs consistent with the Association for the Advancement of Cost Engineering (AACE) Class 4 definition.

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A workshop will be held at the beginning of this task with City staff to discuss options for evaluation and establish ranking criteria. A second workshop will be held with City staff when draft findings and recommendations are available. West Yost will prepare and submit meeting agenda, minutes, and PowerPoint presentation (as applicable).

A Draft Treatment Alternative Analysis Report will be prepared for City review and comment. Following the second workshop, City comments on the draft Report will be incorporated into the Final Report. If the Treatment Alternative Analysis finds that either (1) a selected treatment system be coupled with a waste line or (2) a blend line, in lieu of treatment, is recommended, additional tasks not covered under this Base Scope of Services will need to be performed. Refer to the Additional Scope of Services section (Tasks 12 and 13) below.

Task 1.5 Prepare Basis of Design (BOD) Report
The BOD Report will provide documentation, as appropriate, to support the design such as:
• Project description
• Agency coordination
— Stanislaus County coordination
— State Water Resources Control Board (SWRCB) coordination — DDW coordination and approvals
• Surveying and utility investigation
• Geotechnical investigation
• Traffic control considerations
• Recommended design criteria for hydrologic and hydraulic design • Design concepts (i.e., treatment strategy, proposed site plan and yard piping, tank location, building locations, potential utility conflicts, connection to existing drainage lines, landscaping, security), electrical and instrumentation design, and verification of design flows • Hydraulic modeling results including recommended hydraulic controls and grade line calculations
• Schedule implementation with identification of critical needs (i.e., longer lead time equipment) and project milestones
• Class 4 Opinion of Probable Cost for project
The BOD Report will include preliminary site plans prepared at a 10 percent design level.

West Yost will facilitate a workshop at the initiation of this task to discuss the BOD approach and a second workshop during the review period of the Draft BOD Report submittal to discuss and review progress and significant action items. West Yost will prepare and submit meeting agenda, minutes, and PowerPoint presentation (as applicable). West Yost will incorporate City comments from the Draft BOD Report to revise and submit a Final BOD Report.

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Task 1 Deliverables
• Geotechnical Investigation Report (Draft and Final)
• Topographic Survey files and notes
• Treatment Alternatives Analysis Report (Draft and Final) • Basis of Design Report (10% design) (Draft and Final) Task 2. Design and Preparation of Construction Documents Design period services are focused on preparing the bid package (i.e., plans, technical specifications and Engineer’s Estimate/Opinion of Probable Construction Cost) for the City’s use in obtaining bids from general contractors. Proposed activities include:
• Prepare design drawings and technical specifications for the Grayson Water Infrastructure Project including a new 0.25 MG water storage tank, a water treatment system, a booster pump station, a building to house chlorination equipment, employee restroom and storage, SCADA and instrumentation equipment, electrical improvements, and associated site work including landscape stormwater improvements and connection to existing utilities in Mary Street • Prepare specifications for decommissioning and removal of the existing water storage tank (Tank 9) and existing water treatment system at Well 295, and the rerouting of flow from Well 295 to the new site
• Design connecting utilities to the existing utilities in Mary Street • Assist City during City’s discussions with PG&E regarding providing electrical service to the site
• Provide packages of draft design drawings and technical specifications at the 35%, 75% and 90% completion levels
• Meet with City staff to review and discuss City comments on the design packages • Modify documents as required to reflect comments received and provide final design drawings and technical specifications
• Ewing Construction Services will perform an independent and detailed construction cost estimate upon completion of the 90% PSE package. This will help confirm that cost assumptions are consistent with the current bidding environment and will identify if there are opportunities to improve specifications and improve biddability.

Task 2 Assumptions
• City staff will provide requested data, timely review of work products within three (3) weeks of receipt and be available to meet with West Yost.
• The City will prepare Divisions 00 and 01 of the Specifications. • Design of the potential waste line/lift station or blending line/in-line booster pump station are included in the Additional Scope of Services (Tasks 12 and 13).

Task 2 Deliverables
• 35% PSE package
• 75% PSE Package
• 90% PSE Package
• 90% Detailed Construction Cost Estimate
• Final PSE Package with three (3) printed copies and a PDF copy, AutoCAD files of construction drawings, and Microsoft Word files for technical specifications

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Task 3. Public Outreach
Port City Marketing Solutions will develop and provide a public outreach program. Elements anticipated include: a Community Outreach Plan; stakeholder identification and development of a database; public meetings; publicity and advertising; contact information; website development; and email and telephone hotlines. Development of a Grayson Water Infrastructure Project Stakeholder Group will also be included.

Port City will prepare reports of public outreach and involvement activities that will include detailed summary reports of preparations for and implementation of the public meetings and listings of community concerns and issues. During construction, quarterly newsletters will be prepared and distributed to the database; and news releases will be prepared and distributed to inform the public of construction activities affecting traffic patterns.

Task 3 Deliverables
• Community Outreach Plan
• Stakeholder database with notations of stakeholder activity/involvement • Detailed records of hotline contacts
• Content for City website (graphics, fact sheets, FAQs, etc.) • Public Information Meeting agendas, sign-in sheets, meeting summaries, etc. • Stakeholder Group meeting materials, minutes, and reports Task 4. Permitting
West Yost will coordinate and submit application and plan reviews for the permitting necessary for construction of the project. The Contractor shall be ultimately responsible to obtain and pay all fees necessary. Permitting will include but not be limited to obtaining and coordinating permitting with Stanislaus County and the State Water Resources Control Board (SWRCB)/DDW.

Task 4 Assumptions
• No other permits will be required for other agencies (e.g., Turlock Irrigation District, etc.).

Task 4 Deliverables
• West Yost will furnish all information necessary to obtain a permit to operate.

Task 5. Environmental Clearance Documentation
Horizon Water and Environment will prepare a CEQA Screening memo to describe/confirm compliance options available. It is anticipated that an Initial Study/Addendum will be required since the project is described in the City’s Programmatic EIR for WMP, and an Administrative Draft and Revised and Final Initial Study will be prepared.

Task 5 Assumptions
• An Initial Study/Addendum will be adequate for meeting the Environmental Review requirements.

Task 5 Deliverables
• CEQA Screening memo
• Initial Study (Administrative Draft and Final)

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Task 6. Bid Period Services
Proposed activities for this task include:
• Assist the City with the bidding process, as requested by City • Participation in the pre-bid meeting
• Assist City in responding to bidder questions or issuing addenda, as required/if needed This task includes bid period services for the on-site facilities (e.g., treatment facilities, storage tank and pump station). This task does not include bid period services associated with the potential waste line to the Jennings WWTP and associated lift station or the blend line from South Modesto and associated in-line booster pump station; these are included in the Additional Scope of Services, under Tasks 12 and 13, respectively.

Task 6 Assumptions
• City will prepare the bid tabulation and verify general conformance with bid documents, including signatures and requisite submission of appropriate documentation.

Task 6 Deliverables
• Responses to bidder questions
• Information/data to support addenda
Task 7. Engineering Services During Construction
This task includes engineering services during construction for the on-site facilities (e.g., treatment facilities, storage tank and pump station). This task does not include engineering services during construction associated with the potential waste line to the Jennings WWTP and associated lift station or the blend line from South Modesto and associated in-line booster pump station; these are included in the Additional Scope of Services, under Tasks 12 and 13, respectively.

Task 7.1 Provide Services During Pre-Construction
Anticipated activities include:
• Prepare conformed construction drawings and technical specifications based on the design drawings and technical specification from bid documents, addenda (if any), and any changes during contracting
Task 7.2 Provide Services During Construction
Anticipated activities include:
• Attend regular onsite construction status meetings, led by the City’s construction management team
• Respond to contractor’s requests for information (RFIs) (a total of 50 RFIs are assumed) • Review contractor’s shop drawings and other submittals, including material submittals, project schedule, and schedule of values (a total of 80 submittals and/or resubmittals are assumed)
• Review and comment on draft change orders. Up to seven (7) change orders are assumed

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• Participate in final inspection, testing, start-up and commissioning, and make recommendations to the City regarding final project acceptance Task 7.3 Provide Services During Post-Construction
West Yost will review as-built drawings/redlines provided by contractor and prepare record drawings of the final project, which depict the conditions as documented by the Contractor and the City’s construction manager.

Task 7.4 Prepare Operational Plan
West Yost will prepare an operational plan and associated documentation for the project in accordance with DDW requirements for operational permitting of the project by DDW. A draft operational plan will be prepared for the City’s review and comment. A final operational plan will then be prepared for the City’s submittal to DDW.

Task 7 Assumptions
• It is assumed the City will provide construction management and inspection services. • The number of RFIs and submittals, and other reviews and meetings, are as noted in the task description above.

Task 7 Deliverables
• Conformed Construction Drawings and Technical Specifications • Responses to RFIs and Submittals
• Record Drawings
• Operational Plan per DDW Requirements (Draft and Final) Task 8. Project Management and Meetings
Task 8.1. Provide Project Coordination and Administration West Yost will monitor the progress of individual tasks, coordinate the completion of work products, and monitor the task budgets and the project schedule. West Yost will submit monthly invoices and project progress reports that provide a summary of the project’s progress for the most recent calendar month and include a summary of work completed by task.

Task 8.2 Conduct Project Kickoff Meeting
West Yost will organize and attend a Project Kickoff Meeting with City staff to introduce the team members, review the project scope, and request information. West Yost will prepare and submit a meeting agenda and minutes.

Task 8.3 Conduct Bi-Weekly Project Progress Meetings
West Yost will coordinate and attend bi-weekly Project Progress Meetings with City staff. The Project Manager and Deputy Project Manager will attend monthly meetings, with other key staff attending, as necessary, to discuss the issues identified for the respective meeting. Meetings will cover critical path items, schedule, any other issues requiring attention, and review interim findings within one week after

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the meeting, West Yost will provide Meeting Minutes and Action Items/Decision Logs to the City. Meetings are assumed to be one hour in duration. Budgeting assumes 52 biweekly meetings.

Task 8.4 Provide Quality Control
Coordinate internal QA/QC of all submittals prior to submitting to the City. QA/QC is budgeted in technical tasks.

Task 8.5 Conduct Internal Team Meetings
Hold internal weekly or bi-weekly team meetings to review work progress and plan next steps to maintain schedule. Budgeting assumes 52 meetings (weekly for first six months, bi-weekly thereafter).

Task 8.6 Support Public Outreach Activities
West Yost will prepare for and attend up to two public outreach meetings (see Task 3 for additional discussion of public outreach).

Task 8 Assumptions
• There will be a 12-month duration for design period services.

Task 8 Deliverables
• Project Schedule in MS Project
• Meeting Agendas/Minutes and Action Items/Decision Logs • Monthly Invoices and Progress Reports
Task 9. Progress Reporting During Construction per State Funding Requirements Task 9.1 Prepare Quarterly Reporting during Construction West Yost will prepare and submit quarterly progress reports to the State Water Resources Control Board (State Board) Division of Financial Assistance (DFA) during construction, in the format provided by the State Board, within forty-five (45) days following the end of the calendar quarter (March, June, September, and December). The reports will provide a brief description of activities that have occurred, milestones achieved, monitoring results (if applicable), and any problems encountered in the performance of the work during the applicable reporting period. Reporting will be prepared even if no project-related activities occurred during the reporting period. All project activities and expenditures will be documented, including work performed by contractors. A draft of each quarterly report will be submitted to the City for review and comment before finalizing and submitting to DFA by the required deadline.

Task 9.2 Prepare Project Report and Summary
At the conclusion of the project, West Yost will prepare and submit the following:
• An Administrative Draft Final Project Report, in a format provided by the State Board, for City review and comment
• A Draft Final Project Report, incorporating City comments from the Administrative Draft, for submittal to DFA for review and comment

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• A Final Project Report that addresses, to the extent feasible, comments made by DFA.

One (1) reproducible master copy and an electronic copy of the final will be provided. An electronic copy of the final report, in PDF format, will be uploaded to the FAAST system. • A Final Project Summary that provides a brief summary of the information contained in the Final Project Report, using a format provided by the State Board, and including accomplishments, recommendations, and lessons learned, as appropriate. An electronic copy of the Final Project Summary in PDF format will be uploaded to the FAAST system Task 9.3 Conduct Final Project Inspection and Certification Upon completion of the project, West Yost will conduct a final inspection and certify that the Project has been completed in accordance with the funding agreement, any final plans and specifications submitted to the State Board, and any amendments or modifications thereto. The final inspection and certification will be conducted by a California Registered Civil Engineer or other appropriate California registered professional. The results of the final inspection and certification will be submitted to the City.

Task 9 Assumptions
• This task is contingent on the City receiving State Board funding for construction.

Task 9 Deliverables
• Quarterly Progress Reports during Construction per State Board Funding Requirements (Draft and Final).
• Final Project Report (Draft/Final) for upload to FAAST System. • Final Project Summary (Draft and Final) for upload to FAAST System. • Final Inspection Results and Certification.

Task 10. Provide Additional Support for DWSRF Funding
Task 10.1 Prepare Quarterly Reporting during Design
West Yost will prepare and submit quarterly DFA progress reports during design, in the format provided by the State Board, within forty-five (45) days following the end of the calendar quarter (March, June, September, and December). The reports will provide a brief description of activities that have occurred, milestones achieved, monitoring results (if applicable), and any problems encountered in the performance of the work during the applicable reporting period. Reporting will be prepared even if no project-related activities occurred during the reporting period. All project activities and expenditures will be documented, including work performed by contractors. A draft of each quarterly report will be submitted to the City for review and comment before finalizing and submitting to DFA by the required deadline.

Task 10.2 Prepare Funding Application for Construction
West Yost will work with the City to prepare the General Information Package, Environmental Package, and Technical Package portions of the funding application for construction of the project. A draft of these application packages will be prepared for City review and comment. West Yost will incorporate City comments and prepare these final application packages for submittal to DFA.

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Task 10 Assumptions
• City will lead and complete the Financial Security Package. • City will review and comment on draft application packages.

Task 10 Deliverables
• Quarterly Progress Reports during design per State Board Funding Requirements (Draft and Final). • Funding application (including the General Information Package, Environmental Package, and Technical Package) for construction of the project (Draft and Final) for upload to FAAST System.

Task 11. Provide Additional Research and Support for Funding Opportunities Associated with Consolidation Option
If the selected alternative is the “non-treatment” option with the blend line, West Yost will research additional funding opportunities associated with adding water service to the school and mobile home park along the proposed pipeline route. As these particular en-route parcels are likely considered disadvantaged, West Yost will research whether they can be connected to the City’s water system with funding through the Safe and Affordable Funding for Equity and Resilience (SAFER) program, a DWSRF grant, consolidation incentive, or other state or federal funding program. West Yost’s research findings of funding options will be documented in a brief TM.

This task includes budget for West Yost to research and identify funding options for adding these two parcels to the City’s water system, as well as budget for preparing a grant application for whichever program is identified as appropriate and as remaining task budget allows.

As the City decides to submit applications to funding programs for the connection of these parcels, the West Yost team will be available to support the preparation of application packages. For each grant application prepared, the City and West Yost team will discuss and agree upon who will take the lead in preparing the application. The West Yost team will be available as-needed to gather additional information to better position the City for funding, fill out application forms, prepare technical documents to support applications, prepare cost estimates, format the application, attend State/Federal pre-submittal workshops, and provide QA/QC on draft applications. The West Yost team can meet with State/Federal funding agencies for or with the City.

West Yost will support the needs of the City and limit impacts on City staff. The submission of the funding proposals is often time-intensive and time-sensitive, and the West Yost team will work closely with the City to meet funding deadlines. The proposed budget assumes that the West Yost team will provide approximately 56 hours of grant application support.

Task 11 Assumptions
• This task will be authorized by the City contingent on the findings and recommendations of the Treatment Alternative Analysis Report to be prepared in Task 1. • Budget may or may not be sufficient to complete whichever grant application is needed by the City.

Once a specific grant opportunity is identified, West Yost will estimate the cost of application support and coordinate with City staff if the existing task budget is insufficient to cover the application cost. If budget is insufficient for the identified grant application, City staff may complete portions of the application or provide West Yost with a contract amendment to fund the additional work request.

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Task 11 Deliverables
• TM of funding options
• Application materials (as-needed and as-requested)

ADDITIONAL SCOPE OF SERVICES
The following describes the additional scope of services, including all tasks and subtasks, task deliverables, and task assumptions. The Additional Scope of Services (Tasks 12 and 13) will only be performed if authorized by the City based on the findings and recommendations of Task 1. Both Tasks 12 and 13 would need to be authorized to provide for the design of the pipeline and pump/lift station under either the waste line or blending line option.

Task 12. Design of Waste Line to Jennings Wastewater Treatment Plant or Blending Line from South Modesto to Grayson
Under this task, West Yost will design either: (1) a waste line to the Jennings WWTP; or (2) a blending line from South Modesto to Grayson. The decision as to which line will be designed will be determined during the treatment alternative analysis conducted in Task 1.4. • Waste Line Option. Requires a waste lift station (refer to Task 13) and an 8-mile-long 4-inch diameter pipeline to be constructed in Grayson Road and Jennings Road from the Well 69 site to the City’s Jennings WWTP. This waste pipeline would be an optional alternative to brine waste hauling if an RO (or possibly IX) treatment system is chosen for the treatment component.
• Blending Line Option. Requires an in-line booster pump station (refer to Task 13) and an approximately 10-mile-long 12-inch diameter blending line to deliver potable water supplies from South Modesto to Grayson to be blended with the Grayson groundwater supplies. This blending line would be an alternative to providing a groundwater treatment system at the Well 69 site in Grayson.

This scope assumes only one of the options will be designed. The scope of services for the design of associated waste lift station or in-line booster pump station is described in Task 13. This scope assumes that the overall project will be bid in two packages:
• Pipeline Package. This includes all work associated with Task 12 for either a waste line from Grayson to the City’s Jennings WWTP or a blending line from South Modesto to Grayson. • Tanks and Pump Station Package. This includes all design work associated with Tasks 2 and 13 for the on-site treated water storage tank and pump station, and either a lift station for the waste line or an in-line booster pump station for the blending line.

Task 12.1 Project Management
This task involves the additional coordination with the City’s Project Manager to provide status updates, manage internal team tasks, track schedule updates, and coordinate the completion of work products.

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Task 12.2 Prepare Alignment Alternatives Analysis for Waste Line to Jennings WWTP or Blending Line from South Modesto to Grayson
West Yost will perform an alignment alternatives analysis for the selected option in Task 1. For the purposes of this task scope and budget, the pipeline is assumed to be less than or equal to 12-inches in diameter and up to approximately 10 miles long. The alignment analysis will review up to 3 pipeline alignment alternatives considering design constraints such as:
• Available right-of-way
• Easement requirements
• Connection points desired by the City
• Anticipated traffic impacts
• Potential soil conditions
• Trenchless installation requirements at critical crossings • Pavement restoration requirements
ARWS has been included in this task and will provide right-of-way estimating services for up to two potential easement acquisitions, should they be required.

West Yost will request facility maps from utility providers participating in Underground Service Alert (USA) to prepare an existing utility base map and assess any potential conflicts with existing utilities.

Based on an initial inquiry to USA, the following utility providers are anticipated to have facilities in the project vicinity:
• Stanislaus County
• AT&T
• PG&E
• Turlock Irrigation District
Critical crossings will also be evaluated for the most appropriate method (i.e., HDD, bore and jack, open-cut, strapping to existing structure, etc.). Findings will be compiled in a technical memo (TM) and will include figures of the alignments, comparison of alternatives, and planning-level costs associated with each alternative. The TM will be presented to the City to select the final alternative and included as an appendix to the expanded BOD Report described below.

Task 12.3 Expand the BOD Report to Include the Preferred Pipeline Alignment The BOD Report prepared in Task 1 will be expanded to provide documentation, as appropriate, to support the basis of design for the selected pipeline option. Task includes additional time required for pipeline design staff to attend the workshop described in Task 1. In addition, this task also includes an evaluation as to how to best approach the San Joaquin River and Turlock Irrigation Canal crossings. Both Kleinfelder and Finn Design Group will evaluate trenchless crossings or hanging pipelines on existing bridge crossings.

West Yost will incorporate City comments on the pipeline information from the Draft BOD Report to revise and submit a Final BOD Report. Design drawings and specifications for the pipeline will be prepared in Task 12.8.

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Task 12.4 Topographic Survey
O’Dell Engineering will provide a design-level topographic survey for the preferred alignment which will serve as the basis for utility mapping and pipeline design documents. The topographic survey will be an aerial survey supplemented with field work to obtain existing utility structure and appurtenance information accessible at the surface. Rim and invert elevations will be obtained for any gravity structures.

Task 12.5 Geotechnical Investigation
Under this task, Kleinfelder will perform additional geotechnical investigations associated with the selected pipeline alternative. Regardless of which alternative is to be constructed, there will likely be crossings at the bridge into the Grayson community area, San Joaquin River, and at a Turlock Irrigation District canal. As a result, the expanded geotechnical investigation will include up to 30 borings and include design recommendations for the pipeline crossings. The proposed borings will include the following:
• Four borings at depths ranging from 50 to 120 feet will be used to characterize the subsurface conditions along the potential trenchless crossing at the bridge site; • Four borings at depths ranging from 50 to 100 feet will be used to characterize the subsurface conditions along the potential trenchless crossing at the river crossing site (different from bridge crossing);
• One boring at a depth of 30 feet will be used to characterize the subsurface conditions at the potential canal crossing site; and
• Remaining borings will be located along the pipeline alignment (at approximately one boring for each quarter mile of the pipeline alignment) (number of borings is based on the blending line alignment; fewer borings would be required for the waste line alignment).

The budget associated with encroachment permits is included in this task. Findings from these investigations will be summarized in a geotechnical report.

Task 12.6 Environmental Compliance
Under this task, Horizon Environmental will prepare an environmental constraints memorandum once the treatment alternative analysis (Task 1) is complete and once preliminary alignments of either the waste line or the blending line are available. This involves a biological desktop analysis as well as a two day field survey to identify potential biological resources constraints. The memorandum will also identify other potential environmental constraints (e.g., presence of utilities, known hazardous material sites, etc.).

Since this pipeline was not identified or a part of the programmatic EIR associated with the City’s Water Master Plan, it will require additional environmental clearance. This effort will be entirely dependent on the selected pipeline alternative and alignment. Upon completion of the Basis of Design Report, West Yost will coordinate with Horizon to obtain a budget estimate for this additional environmental compliance and coordinate with the City for a budget augmentation if needed.

Task 12.7 Utility Coordination, Mapping, Locating, and Potholing Once the preferred alignment is chosen and defined in Task 12.2, West Yost will subcontract with D&M Utility Services to locate utilities. Up to two (2) days of potholing (approximately 10 potholes) to verify location and depths of existing utilities along the alignment where necessary will be performed.

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Task 12.8 Prepare Pipeline Construction Drawings, Specifications, and Engineer’s Estimate
Task involves preparing design drawings, technical specifications, and cost estimates meeting applicable Caltrans, County and City standards. Draft plans and cost estimate will be provided at the 35%, 75% and 90% review stage. Specifications will be provided at the 75% and 90% review stage. This includes design of the pipeline crossings (design to be supplemented by Kleinfelder and/or Finn Design Group). Drawings will be prepared using Autodesk Civil 3D 2020, be plotted at a scale of 1”=40’, and will include appropriate details.

West Yost will meet with City staff to review and discuss City comments on the design documents at the 75% and 90% completion levels. Each submittal will include addressing the City’s comments from the previous milestone submittal. One set of final design drawings and technical specifications will be provided following the 90% review period.

Task 12.9 Permitting and Public Outreach
Under this task, West Yost will provide additional coordination and support to the public outreach consultant (Port City Marketing), providing necessary exhibits and other information associated with either the waste line or blending line options in support of the public outreach program described in Task 4.

Task 12.10 Pipeline Bid Period Services
Under this task, West Yost will assist with answering questions from bidders during the bid period. West Yost will prepare conformed construction drawings and technical specifications based on the design drawings and technical specification from bid documents, addenda (if any), and any changes during contracting. Up to one addendum is budgeted.

Task 12.11 Pipeline Engineering Services During Construction Anticipated activities include:
• Attend pre-construction meeting and up to 5 site visits • Respond to contractor’s requests for information (RFIs) (a total of 5 RFIs are assumed) • Review contractor’s shop drawings and other submittals, including material submittals, project schedule, and schedule of values (a total of 20 submittals and 10 resubmittals are assumed)
• Review and comment on draft change orders; up to two (2) change orders are assumed Task 12.12 Provide Services during Post Construction
West Yost will review as-built drawings/redlines provided by contractor and prepare record drawings of the final project, which depict the conditions as documented by the Contractor and the City’s construction manager.

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Task 12 Assumptions
• Either the waste line or blending line will be designed, not both. • Task budget is based on the longer, larger pipeline being selected. • City staff will provide requested data, timely review of work products within three (3) weeks of receipt and be available to meet with West Yost.
• An environmental constraints memo will be provided for the waste line/lift station and blending line/in-line booster pump station, but environmental documentation (e.g., Mitigated Negative Declaration or Supplemental EIR, and additional environmental permits) is not included in the current scope and budget as it is highly dependent on the alternative selected. • Traffic control plans, water pollution control plans, and phasing plans are excluded from this scope and, if necessary, will be provided by the Contractor.
• Recorded right-of-way and parcel lines from public sources will be included in the topographic survey; a boundary survey will not be performed.
• It is assumed a SWPPP is not needed for this project and is excluded from this scope of services. • The City will prepare Divisions 00 and 01 of the Specifications. • Right-of-way acquisition provided is for the purposes of identifying and estimating required easements and/or property acquisitions. Title reports and/or easement agreements are not included.
• City will schedule, organize, and lead the pre-bid meeting and pre-construction meeting.

Task 12 Deliverables
• Alignment Alternatives Analysis TM
• Expanded Basis of Design Report prepared in Task 1 (Draft and Final) • Environmental Constraints Memo
• 35% PSE package
• 75% PSE Package
• 90% PSE Package
• Final PSE Package with three (3) printed copies and a PDF copy, AutoCAD files of construction drawings, and Microsoft Word files for technical specifications. • Conformed Construction Drawings and Technical Specifications • Responses to RFIs and Submittals
• Record Drawings

EXHIBIT A
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City of Modesto
Grayson Water Infrastructure Project
15 N-M-C-MODESTO-WD-2022_GRAYSON-N
Task 13. Design of Waste Line Lift Station or Blending Line In-Line Booster Pump Station
Under this task, West Yost will either design a lift station for the waste line to the Jennings WWTP or an in-line booster pump station for the blending line from South Modesto to Grayson. The decision as to which facility will be designed will be determined during the treatment alternative analysis conducted in Task 1. As described above, this scope assumes that the overall project will be bid in two packages:
• Pipeline Package. This includes all work associated with Task 12 for either a waste line from Grayson to the City’s Jennings WWTP or a blending line from South Modesto to Grayson. • Tank and Pump Stations Package. This includes all design work associated with Tasks 2 and 13 for the on-site treated water storage tank and pump station, and either a lift station for the waste line or an in-line booster pump station for the blending line.

Task 13.1 Prepare Basis of Design Report for Waste Line to Jennings WWTP or Blending Line from South Modesto to Grayson
West Yost will expand the BOD Report prepared in Task 1 to either include a lift station for the waste line to the City’s Jennings WWTP or an in-line booster pump station for the blending line to deliver potable water supplies from South Modesto to Grayson. The BOD Report will provide documentation, as appropriate, to support the design such as:
• Project description
• Agency coordination
— Stanislaus County coordination
— State Water Resources Control Board (SWRCB) coordination • Surveying and utility investigation
• Geotechnical investigation
• Traffic control considerations
• Recommended design criteria for hydrologic and hydraulic design • Design concepts and alternatives (i.e., alignment alternatives, potential utility conflicts, etc.), and verification of design flows
• Hydraulic modeling including recommended hydraulic controls and grade line calculations • Schedule implementation with identification of critical needs and project milestones • Class 4 Opinion of Probable Cost for the project
In addition, similar to Task 12, AWRS has been included to provide cost estimates associated with property acquisition for the up to three sites for the lift station/in-line booster pump station.

West Yost will organize and attend one workshop with City staff during the review period of the Draft BOD Report submittal to discuss and review progress and significant action items. West Yost will prepare and submit a meeting agenda, minutes, and a PowerPoint presentation (as applicable). West Yost will incorporate City comments from the Draft BOD Report to revise and submit a Final BOD Report.

EXHIBIT A
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City of Modesto
Grayson Water Infrastructure Project
16 N-M-C-MODESTO-WD-2022_GRAYSON-N
Task 13.2 Prepare Construction Drawings, Specifications, and Engineer’s Estimate
The pump station will be housed in the CMU building with metal roof, similar to the pump station building proposed under Task 2 without the restroom.

Proposed activities include:
• Prepare design drawings and technical specifications, meeting applicable Caltrans, County and City standards.
• Provide draft design drawings and technical specifications at the 35%, 75% and 90% review stage.
• Meet with City staff to review and discuss City comments on the design documents, modify documents as required to reflect comments received, and provide final design drawings and technical specifications.
• Submit an estimate of probable construction cost with each design submittal.

Task 13.3 Bid Period Services
Proposed activities for this task include:
• Assist the City with the bidding process, as requested by City • Participation in the pre-bid meeting
• Assist City in responding to bidder questions or issuing addenda, as required/if needed Task 13.4 Engineering Services During Construction
This task includes engineering services during construction for the in-line booster pump station or lift station depending on selected alternative.

Anticipated activities include:
• Attend regular onsite construction status meetings, led by the City’s construction management team.
• Respond to contractor’s requests for information (RFIs) (a total of 10 RFIs are assumed) • Review contractor’s shop drawings and other submittals, including material submittals, project schedule, and schedule of values (a total of 20 submittals and/or resubmittals are assumed).
• Review and comment on draft change orders; up to five (5) change orders are assumed. • Participate in final inspection, testing, start-up and commissioning, and make recommendations to the City regarding final project acceptance. • Review as-built drawings/redlines provided by contractor and prepare record drawings of the final project, which depict the conditions as documented by the Contractor and the City’s construction manager.

EXHIBIT A
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City of Modesto
Grayson Water Infrastructure Project
17 N-M-C-MODESTO-WD-2022_GRAYSON-N
Task 13 Assumptions
• This task will either include the design of a lift station for the waste line to the Jennings WWTP or the design of a booster pump station for the blending line to deliver potable water from South Modesto to Grayson. The determination as to which facility will be designed will be based on the findings and recommendations of the Treatment Alternative Analysis Report to be prepared in Task 1. • City staff will provide requested data, timely review of work products within three (3) weeks of receipt and be available to meet with West Yost.
• The City will prepare Divisions 00 and 01 of the Specifications. • It is assumed the City will provide construction management and inspection services. • The number of RFIs and submittals, and other reviews and meetings, are as noted in the task description above.

Task 13 Deliverables
• Basis of Design Report (Draft and Final)
• 35% PSE package
• 75% PSE Package
• 90% PSE Package
• Final PSE Package
• Final PSE Package with three (3) printed copies and a PDF copy, AutoCAD files of construction drawings, and Microsoft Word files for technical specifications. • Conformed Construction Drawings and Technical Specifications • Responses to RFIs and Submittals
• Record Drawings

EXHIBIT A
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Project Summary, Hours and Fee
West Yost EM/SM/GM II P/VP SE/SS/SG II PE/PS/PG II AE/AS/AG I AE/AS/AG I PE/PS/PG II CAD II TS I ADM II PE/PS/PG II PE/PS/PG II SE/SS/SG II AE/AS/AG II ESG II PE/PS/PG II PE/PS/PG II PE/PS/PG I QC Team Hours Fee PROJECT: Grayson Water System Infrastructure KGIES EDRAYER BVERA JWANLASS TNEWMAN JPAVICIC MYOUNG CADD SPECS ADMIN ASMITH CTHOMPSON ABROWN SGREENWOOD PIPE KLOY RMACLEAN MDAY Task 1 Preliminary Design and Data Collection
Subtotal, Task 1 (hours) 4 40 84 52 68 32 0 32 0 4 56 22 6 0 0 4 12 4 16 436 Subtotal, Task 1 ($) $ 1,376 $ 13,880 $ 23,520 $ 16,432 $ 15,504 $ 7,296 $ 5,792 $ 476 $ 17,696 $ 6,952 $ 1,680 $ 1,264 $ 3,792 $ 1,188 $ 5,056 $ 121,904 Task 2 Design and Preparation of Construction
Subtotal, Task 2 (hours) 2 32 134 208 200 12 66 320 62 5 188 72 0 0 0 0 0 0 60 1361 Subtotal, Task 2 ($) $ 688 $ 11,104 $ 37,520 $ 65,728 $ 45,600 $ 2,736 $ 20,856 $ 57,920 $ 11,346 $ 595 $ 59,408 $ 22,752 $ 19,064 $ 355,317 Task 3 Public Outreach
Subtotal, Task 3 (hours) 0 15 15 1 1 0 0 0 0 0 3 0 0 0 0 0 0 2 0 37 Subtotal, Task 3 ($) $ 5,205 $ 4,200 $ 316 $ 228 $ 948 $ 594 $ 11,491 Task 4 Permitting
Subtotal, Task 4 (hours) 0 4 16 4 8 8 0 0 0 0 8 0 0 0 0 0 0 8 0 56 Subtotal, Task 4 ($) $ 1,388 $ 4,480 $ 1,264 $ 1,824 $ 1,824 $ 2,528 $ 2,376 $ 15,684 Task 5 Environmental Clearance Documentation
Subtotal, Task 5 (hours) 0 16 16 0 0 0 0 0 0 0 0 0 0 0 0 0 0 16 0 48 Subtotal, Task 5 ($) $ 5,552 $ 4,480 $ 4,752 $ 14,784
Task 6 Bid Period Services
Subtotal, Task 6 (hours) 0 2 12 12 4 0 0 0 0 0 8 0 0 0 0 0 0 0 2 40 Subtotal, Task 6 ($) $ 694 $ 3,360 $ 3,792 $ 912 $ 2,528 $ 632 $ 11,918 Task 7 Engineering Services During Construction
Subtotal, Task 7 (hours) 0 16 116 120 124 12 8 0 4 0 80 16 0 0 0 0 24 0 40 560 Subtotal, Task 7 ($) $ 5,552 $ 32,480 $ 37,920 $ 28,272 $ 2,736 $ 2,528 $ 732 $ 25,280 $ 5,056 $ 7,584 $ 12,640 $ 160,780 Task 8 Project Management and Meetings
Subtotal, Task 8 (hours) 16 80 72 48 16 0 2 0 0 6 44 0 4 0 0 0 0 0 36 324 Subtotal, Task 8 ($) $ 5,504 $ 27,760 $ 20,160 $ 15,168 $ 3,648 $ 632 $ 714 $ 13,904 $ 1,120 $ 11,376 $ 99,986 Task 9 Progress Reporting per State Funding
Subtotal, Task 9 (hours) 0 58 72 0 0 60 0 0 4 0 0 0 0 0 0 0 0 96 0 290 Subtotal, Task 9 ($) $ 20,126 $ 20,160 $ 13,680 $ 732 $ 28,512 $ 83,210 Task 10 Provide Additional Support for DWSRF
Subtotal, Task 10 (hours) 0 8 8 0 0 80 0 0 60 0 0 0 0 0 0 0 0 96 0 252 Subtotal, Task 10 ($) $ 2,776 $ 2,240 $ 18,240 $ 10,980 $ 28,512 $ 62,748 Task 11 Provide Additional Research and Support for
Subtotal, Task 11 (hours) 0 4 4 0 0 60 0 0 0 4 0 0 0 0 0 0 0 22 0 94 Subtotal, Task 11 ($) $ 1,388 $ 1,120 $ 13,680 $ 476 $ 6,534 $ 23,198 Task 12 Design of Waste Line to Jennings WWTP or
Subtotal, Task 12 (hours) 0 26 40 34 0 0 0 0 0 0 0 0 214 389 520 0 0 0 40 1263 Subtotal, Task 12 ($) $ 9,022 $ 11,200 $ 10,744 $ 59,920 $ 95,305 $ 110,760 $ 12,640 $ 309,591 Task 13 Design of Waste Line Lift Station or Blending
Subtotal, Task 13 (hours) 2 14 72 160 42 170 54 180 38 0 0 0 0 0 0 0 0 0 0 732 Subtotal, Task 13 ($) $ 688 $ 4,858 $ 20,160 $ 50,560 $ 9,576 $ 38,760 $ 17,064 $ 32,580 $ 6,954 $ 181,200 TOTAL (hours) 24 315 661 639 463 434 130 532 168 19 387 110 224 389 520 4 36 244 194 5,493 TOTAL ($) $ 8,256 $ 109,305 $ 185,080 $ 201,924 $ 105,564 $ 98,952 $ 41,080 $ 96,292 $ 30,744 $ 2,261 $ 122,292 $ 34,760 $ 62,720 $ 95,305 $ 110,760 $ 1,264 $ 11,376 $ 72,468 $ 61,408 $ 1,451,811 Labor

EXHIBIT B
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Project Summary, Hours and Fee Costs
West Yost OD-LS OD-SV FINN ATEM JDH KLFD CORA HORZ EWNG PCM D&M AWRS Sub. Other Total PROJECT: Grayson Water System Infrastructure 10%
Task 1 Preliminary Design and Data Collection
Subtotal, Task 1 (hours)
Subtotal, Task 1 ($) $ 16,000 $ 8,000 $ 7,120 $ 5,500 $ 21,590 $ 54,050 $ 123,486 $ 300 $ 245,690 Task 2 Design and Preparation of Construction
Subtotal, Task 2 (hours)
Subtotal, Task 2 ($) $ 7,800 $ 50,000 $ 58,340 $ 15,000 $ 10,000 $ 155,254 $ 4,000 $ 514,571 Task 3 Public Outreach
Subtotal, Task 3 (hours)
Subtotal, Task 3 ($) $ 39,605 $ 43,566 $ 55,057
Task 4 Permitting
Subtotal, Task 4 (hours)
Subtotal, Task 4 ($) $ 15,684
Task 5 Environmental Clearance Documentation
Subtotal, Task 5 (hours)
Subtotal, Task 5 ($) $ 49,180 $ 54,098 $ 68,882
Task 6 Bid Period Services
Subtotal, Task 6 (hours)
Subtotal, Task 6 ($) $ 11,918
Task 7 Engineering Services During Construction
Subtotal, Task 7 (hours)
Subtotal, Task 7 ($) $ 1,200 $ 20,000 $ 74,840 $ 7,500 $ 113,894 $ 200 $ 274,874 Task 8 Project Management and Meetings
Subtotal, Task 8 (hours)
Subtotal, Task 8 ($) $ 300 $ 100,286
Task 9 Progress Reporting per State Funding
Subtotal, Task 9 (hours)
Subtotal, Task 9 ($) $ 83,210
Task 10 Provide Additional Support for DWSRF
Subtotal, Task 10 (hours)
Subtotal, Task 10 ($) $ 8,000 $ 8,800 $ 71,548
Task 11 Provide Additional Research and Support for
Subtotal, Task 11 (hours)
Subtotal, Task 11 ($) $ 23,198
Task 12 Design of Waste Line to Jennings WWTP or
Subtotal, Task 12 (hours)
Subtotal, Task 12 ($) $ 70,000 $ 44,000 $ 7,500 $ 293,390 $ 14,050 $ 60,000 $ 5,000 $ 543,334 $ 3,300 $ 856,225 Task 13 Design of Waste Line Lift Station or Blending
Subtotal, Task 13 (hours)
Subtotal, Task 13 ($) $ 6,500 $ 32,000 $ 20,820 $ 15,250 $ 7,500 $ 90,277 $ 271,477 TOTAL (hours)
TOTAL ($) $ 15,500 $ 86,000 $ 154,000 $ 161,120 $ 35,500 $ 330,230 $ 54,050 $ 71,230 $ 10,000 $ 39,605 $ 60,000 $ 12,500 $ 1,132,709 $ 8,100 $ 2,592,620

EXHIBIT B
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(Effective June 1, 2022 through December 31, 2024)

POSITIONS

ENGINEERING
Principal/Vice President $347
Engineer/Scientist/Geologist Manager I / II $329 / $344 Principal Engineer/Scientist/Geologist I / II $297 / $316 Senior Engineer/Scientist/Geologist I / II $266 / $280
Associate Engineer/Scientist/Geologist I / II $228 / $245 Engineer/Scientist/Geologist I / II $183 / $213
Engineering Aide $107
Field Monitoring Services $98
Administrative I / II / III / IV $94 / $119 / $142 / $157

ENGINEERING TECHNOLOGY
Engineering Tech Manager I / II $342 / $344
Principal Tech Specialist I / II $313 / $324
Senior Tech Specialist I / II $287 / $300
Senior GIS Analyst $260
GIS Analyst $246
Technical Specialist I / II / III / IV $183 / $209 / $235 / $262 Technical Analyst I / II $131 / $157
Technical Analyst Intern $106
Cross-Connection Control Specialist I / II / III / IV $136 / $148 / $166 / $186 CAD Manager $206
CAD Designer I / II $160 / $181

CONSTRUCTION MANAGEMENT
Senior Construction Manager $332
Construction Manager I / II / III / IV $202 / $217 / $230 / $292 Resident Inspector (Prevailing Wage Groups 4 / 3 / 2 / 1) $177 / $197 / $219 / $228 Apprentice Inspector $160
CM Administrative I / II $86 / $116
Field Services $228
2022 - 2024 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.

EXHIBIT B

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(Effective June 1, 2022 through December 31, 2024)
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 - 2024 Billing Rate Schedule

EXHIBIT B

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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

October 3, 2022
Date: September 8, 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: Engineering Services Agreement with West Yost Associates Groundwater Well Strategy Plan
CONTACT: Jim Alves, Senior Civil Engineer, [email protected], (209) 571-5557 DESCRIPTION:

Consider approving an Agreement with West Yost Associates, Sacramento, CA, for Engineering Services for a Groundwater Well Strategy Plan in the amount of $100,900 for the identified scope of services, plus $10,090 in additional services, if needed for a total amount not to exceed $110,990, amending the Fiscal Year 2022/23 Multi-Year Program Budget and forwarding to Council for approval. (Funding Source: Water Fund) STRATEGIC PLAN ELEMENT:

BACKGROUND:

The City has completed or is nearing completion of the construction of several new wells as identified in the Water Engineering Study and Water Master Plan. The City has also been actively destroying wells that have reached the end of their useful life or have experienced water quality issues, including Wells 2, 14, 18, 22, 36, 37, 53 and 100. These destroyed wells account for approximately 13.3 million gallons per day of nominal production capacity that is no longer available to the City. With this reduction in water capacity, there is a need to plan out the City’s future water portfolio. Therefore, the City is looking for a strategy to help guide future capital expenditures associated with the rehabilitation of existing wells and drilling of new wells to recover the lost production capacity.
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Economic Development Committee, October 3, 2022
Engineering Services Agreement with West Yost Associates Groundwater Well Strategy Plan

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The City, through various other projects (e.g., Wellfield Optimization, Phases 1 and 2), has compiled several database files that contain much of the available information on its wells. City Operations staff have proactively updated these database files and developed documentation of well conditions and potential actions. City staff has identified the need to compile the information from the various sources and undertake a comprehensive and overall City-wide review of the status of the wells and assess overall water system priorities and constraints.

DISCUSSION:

In order to develop a Groundwater Well Strategy, it will be necessary to compile the available well information to develop and implement decision-support criteria and a methodology that the City can use on an ongoing basis to prioritize well projects.

An asset management framework is proposed. In this proposed approach, the consequences and likelihood of well failure are evaluated and used to set priorities and develop appropriate recommended actions, to which the City can then assign timelines and budgets. This proposed approach would address well rehabilitation and replacement projects to be implemented over the next five to ten years. It is envisioned that the City would reassess its well rehabilitation and replacement needs as water supply conditions and constraints change over the years.

Given the level of effort, resources, and expertise required to develop the asset management framework and strategy plan, staff is recommending the use of an engineering consultant.

Per Administrative Directive 3.1, the Utilities Director, at his direction, may secure a candidate firm if it is in the best interest of the City and if the firm has rendered satisfactory services with the City.

The City has previously retained West Yost to prepare the Water Master Plan and Engineer’s Report. West Yost has also rendered satisfactory engineering services in the past which included developing design drawings, specifications, cost estimates for both subsurface and surface improvements for the wells listed. Therefore, staff is recommending the use of West Yost Associates for the development of the Groundwater Well Strategy Plan.

The agreement with West Yost will encompass the following scope of services:
 Task 1: Compile and Review Data
 Task 2: Develop and Implement Decision-Support Criteria and Methodology  Task 3: Develop Prioritized Recommendations
 Task 4: Project Management, Meetings, and Workshops
In accordance with Modesto Municipal Code 8-3.204(a) Exceptions to Formal Bidding Requirements, this agreement is for professional services and, therefore, exempt from the bid requirement. Based on the consultant’s project team and previous experience, staff recommends the approval of an agreement with West Yost Associates for engineering services for the creation of a Groundwater Well Strategy Plan.

FISCAL IMPACT:

A new non-capital project account will be created to track the expenses associated with this effort and will be funded in FY 2022/23 upon Council approval. #4..
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Economic Development Committee, October 3, 2022
Engineering Services Agreement with West Yost Associates Groundwater Well Strategy Plan

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ANTICIPATED ENGINEERING EXPENDITURES
Engineering Services Agreement – West Yost Associates $100,900 Additional Services (10%) if Needed $10,090
City Staff (15%) $15,135
TOTAL $126,125
Approved by:

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

1. West Yost – Agreement

2. West Yost – Exhibits to Agreement
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ENGINEERING SERVICES AGREEMENT FOR THE PREPARATION OF

A GROUNDWATER WELL STRATEGY PLAN
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, a California corporation, hereinafter referred to as "Consultant".

This Agreement is made with regard to the following recitals:

A. The City has determined that Engineering Services are necessary for the preparation of a Groundwater Well Strategy Plan.

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 #4..
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performed by Consultant, unless terminated earlier in accordance with the provisions of the termination clause in this Agreement.

3. COMPENSATION.

Consultant agrees to accept a sum not to exceed ONE HUNDRED THOUSAND NINE HUNDRED AND 00/100 DOLLARS ($100,900) (maximum compensation) as full remuneration for performing all services and furnishing all staffing and materials for Modesto in accordance with Exhibit "A" attached hereto and for performance by Consultant of all of its duties and obligations under this Agreement, except that additional services may be compensated as described below.

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

City shall pay Consultant on a time and materials basis for Consultant’s actual costs for all work called for in Exhibit “A” to this Agreement. All work to be performed under this Agreement shall be billed at the hourly rates set forth in Exhibit “B” attached hereto, Consultant shall submit monthly invoices to City which include detailed tasks, hours worked, and billable rates for all work completed, and detailed receipts for any out-of-pocket costs paid by Consultant in connection with work performed on this project. #4..
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Additional services may be authorized by the City Manager in an amount up to, but not to exceed ten percent (10%) of the agreed maximum compensation, or TEN THOUSAND NINETY AND 00/100 DOLLARS ($10,090). In the event that additional services are deemed necessary, the Consultant shall provide a written request to the City Manager indicating the reason for additional work, scope and cost of such work. The City Manager shall provide a written response to the request, either approving or denying the additional expenditure. If additional services are requested and approved, they will be billed at the hourly rates set forth in Exhibit “B” and may not exceed the amount requested and approved in writing by the City Manager. In that event, the new total compensation shall not exceed ONE HUNDRED TEN THOUSAND NINE HUNDRED NINETY AND 00/100 DOLLARS ($110,990). If additional services in excess of this amount are deemed necessary by City Staff, an amendment to this Agreement will be required and must be approved by the City Council prior to commencing the work, as provided in Paragraph 9 of this agreement.

4. OBLIGATIONS OF CONSULTANT.

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

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

6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

7. NEWS AND INFORMATION RELEASE.

8. INTEREST OF CONTRACTOR.

9. AMENDMENTS.

10. INDEPENDENT CONTRACTOR.

Consultant has no authority or responsibility to exercise any rights or power vested in the 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.
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If in the performance of this Agreement any third persons are employed by Consultant, such persons shall be entirely and exclusively under the direction, supervision, and control of Consultant. All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by the Consultant.

It is 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: West Yost Associates
Address: 8950 Cal Center Drive
Building 1, Suite 363
Sacramento, CA 95826
Attention: Roberto Vera
Phone: (916) 306-2250
Email: [email protected]
FOR CITY: Name: City of Modesto
Address: 1010 10th Street
Suite 4600
Modesto, CA 95354
Attention: Jim Alves
Phone (209) 571-5557
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 #4..
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provide evidence of such insurance to the City as may be required by the Risk Manager of the City. The policies or certificates thereof shall provide that, thirty (30) days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the City by certified mail, return receipt requested, for all of the following stated insurance policies.

In the event the certificates of insurance required hereunder do not provide for notice of cancellation to the certificate holder and/or additional insureds, the Consultant shall provide, and shall require its subcontractors to provide, as an express condition precedent to payment hereunder, an endorsement from their insurers providing that the additional insureds identified herein shall be provided 30 days notice of the cancellation on the policies of insurance required hereunder (10 days notice if the policies are cancelled for non-payment of premium). In addition, the named insured on all such policies shall provide to the additional insureds identified herein any notices of cancellation of said insurance policies within 5 business days of receipt of such notice. The Consultant shall, as a further express condition precedent to payment for work performed, affirm under penalty of perjury that the required insurance on the project remains in place and said insurance has not been cancelled.
(a) Worker's Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000. (b) General Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. This insurance shall indicate on the certificate of insurance the following coverages and indicate the policy aggregate limit applying to: premises #4..
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and operations; broad form contractual; independent consultants and subcontractors; products and completed operations as applicable.
(c) Automobile Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. This insurance shall cover any automobile for bodily injury and property damage.
(d) Professional Liability insurance with a minimum limit of $1,000,000 per claim and policy aggregate. If coverage is on a claims made basis it shall be maintained for at least three (3) years following completion of the work.

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 #4..
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limitations to coverage provided to additional insured; and, shall be placed with insurer(s) with acceptable Best's rating of A:VII or with approval of the Risk Manager. The Consultant must deliver certificates evidencing existence of the insurance listed above to the City prior to the time the contract is signed.

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. #4..
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Termination by City for Convenience
The City may also terminate the Consultant's performance under the Agreement, either in whole or in part, at its own discretion, or when conditions encountered during the Work make it impossible or impracticable to proceed, or when the City is prevented from proceeding with the Agreement by act of God, by law, or by official action of a public authority, or upon a determination by the City that such termination is in the best interest and convenience of the City, or whenever the City is prohibited from completing the Work for any reason. The City shall provide no less than ten (10) calendar days written notice of its intent to terminate the Agreement for convenience, and shall endeavor to provide the Consultant with consultation with the City prior to termination.

Post-Termination Procedure
Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the Consultant shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subconsultants and agents are notified of such termination and act as specified in the notice of termination;
b. Terminate all orders and Subcontractors except as necessary to complete any portion of the Work that is not terminated; c. If directed in writing by the City to do so, assign all right, title and interest in subcontracts and materials in progress to City, in which case the City will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such #4..
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subconsultants, but in no event shall recovery by any Consultant or subconsultant include lost profits for portions of the Work not completed or undertaken, including materials not delivered; d. Deliver or otherwise make available to the City all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Consultant in performing the Work whether completed or in process; e. Settle outstanding liabilities and claims, subject to the approval of City;
f. Complete performance of such part of the Work as has not been terminated;
g. Take such other actions as may be necessary, or as may be directed by the City for the protection and preservation of the Work and/or property related to the Work;
h. If City so requests, and at City's cost, Consultant shall provide sufficient oral or written status reports to make City reasonably aware of the status of Consultant's work on the project. i. The Consultant understands and agrees that City may, in City's sole discretion, refuse to pay Consultant for that portion of Consultant's services which were performed by Consultant on the project prior to the termination date and which remain
unacceptable and/or not useful to City as of the termination date. #4..
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City will pay Consultant an amount based on the percentage of satisfactory work completed in accordance with the notice of termination. The final payment to the Consultant after termination for convenience shall be limited to amounts due and owing under the Agreement at time of termination, including the following:
a. The cost of settling and paying valid claims arising out of the termination of the Work such as subconsultant agreements or contracts for materials;
b. The Agreement price allocable to the portion of the Work properly performed or goods supplied to the work site by the Consultant as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the Consultant.

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 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 #4..
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Association shall administer the arbitration under its Arbitration Rules then in effect, subject to the modifications of those rules contained in this paragraph. This agreement to arbitrate shall be specifically enforceable under the prevailing law of any court having jurisdiction, and the award rendered by the arbitrator may be entered in any court having jurisdiction. The appropriate venue for any arbitration or court proceeding relating to or arising out of this provision shall be in Stanislaus County, California.

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

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

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

19. ENTIRE AGREEMENT.

20. PARTIAL INVALIDITY.

21. WAIVER.

22. AUDIT.

23. GOVERNING LAW.

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

24. HEADINGS NOT CONTROLLING.

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

25. COMPLIANCE WITH LAWS.

26. CITY BUSINESS LICENSE.

Consultant will have a City of Modesto business license. #4..
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IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement in duplicate by its City Manager and attestation by its City Clerk under authority of Resolution No. 2022- , adopted by the Council of the City of Modesto on the _ day of , 2022, and WEST YOST ASSOCIATES has caused this agreement to be duly executed in duplicate as of the Effective Date. #4..
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8950 Cal Center Drive
Bldg. 1, Suite 363
Sacramento CA 95826
916.306.2250 phone
530.756.5991 fax
westyost.com
May 24, 2022 SENT VIA: EMAIL
Jim Alves, PE
Senior Civil Engineer – Water Resources
City of Modesto Utilities Department
P.O. Box 642
1010 10th Street
Modesto, CA 95353
SUBJECT: Proposal for Engineering Services - Groundwater Well Rehabilitation and Replacement Program Prioritization
Dear Jesse:

West Yost Associates (West Yost) is pleased to present this proposal to the City of Modesto (City) to develop and implement a methodology for prioritizing the City’s most important municipal wells and provide recommendations for rehabilitation and replacement projects necessary to maintain critical well capacity over the next five to ten years.

PROJECT UNDERSTANDING AND APPROACH
The City has completed or is nearing completion of the construction of several new wells (i.e., Well 67 at Grogan Park, Well 68 in Del Rio, Well 70 in Del Rio, and Well 72 replacement of Well 229). The City has also been actively destroying wells that have reached the end of their useful life, including Wells 2, 14, 18, 22, 36, 37, 53 and 100, which total approximately 13.3 million gallons per day (mgd) of nominal production capacity that is no longer available to the City. Therefore, the City is looking for a “road map” to help guide future capital expenditures, to rehabilitate existing wells and to recover the lost production capacity.

The City, through various other projects (e.g., Wellfield Optimization, Phases 1 and 2), has compiled several database files that contain much of the available information on its wells. City Operations staff have updated these database files and developed an additional file documenting well condition and potential actions. City staff has identified the need to compile the information from the various sources and undertake a holistic review of the status of the wells and assess overall water system priorities and constraints.

West Yost’s approach for assessing the wells consists of compiling the available information provided by the City and collaborating with City staff to develop and implement decision-support criteria and a methodology that the City can use on an ongoing basis to prioritize well projects. An asset management framework is proposed. In this proposed approach, the consequences and likelihood of well failure are evaluated and used to set priorities and develop appropriate recommended actions, to which the City can then assign timelines and budgets.

EXHIBIT A
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Jim Alves, PE
May 24, 2022

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Economic Development CommitteeOctober 3, 2022

Economic Development Committee
October 3, 2022