Agenda packet — Safety and Communities Committee, November 14, 2022

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www.modestogov.com
AGENDA
City of Modesto

SAFETY AND COMMUNITIES COMMITTEE / COUNCIL

WORKSHOP
Held Via Teleconference
(To Access Meeting Please See Instructions Below)
Monday, November 14, 2022 at 5:00 PM
*Roll Call: Chris Ricci, Chair
Sue Zwahlen, Vice-Chair
Rosa Escutia-Braaton, Member
Alternates: Jenny Kenoyer, Tony Madrigal, David Wright
* 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
Three minute time limit per speaker
Only interested persons in the audience may present these matters. Under State law, Councilmembers 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 Councilmember or the Council 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 Councilmember prior to this meeting for study. Unless some member of the audience or Councilmember 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 Councilmember.

Consent

1. Consider approving a One-Time Purchase using the Competitive Bid Process from The National Association of State Procurement Officials (NASPO) ValuePoint for eight (8) LifePak15 Monitors from Stryker Medical, Chicago, IL for a total cost not to exceed $353,624 and forwarding to Council for approval. (Funding Source: General Fund)  Motion approving a One-Time Purchase using the Competitive Bid Process from NASPO ValuePoint for eight (8) LifePak15 Monitors from Stryker Medical, Chicago, IL for a total cost not to exceed $353,624 and forwarding to Council for approval.

FIRE DEPARTMENT; Alan Ernst, 209-572-9590, [email protected] Consent

2. Consider approving the First Amendment to the City of Modesto Pandemic Recovery Strategy – Modesto Forward Grant Agreement with the Modesto Convention and Visitors Bureau, Inc., for the Year 2 allocation of 250,000 in American Rescue Plan Act funding, and forwarding to Council for approval. (Funding Source: American Rescue Plan Act)
 Motion approving the First Amendment to the City of Modesto Pandemic Recovery Strategy – Modesto Forward – Grant Agreement with the Modesto Convention and Visitors Bureau, Inc., for the Year 2 allocation of 250,000 in American Rescue Plan Act funding, and forwarding to Council for approval.

PRN; Laurie Smith, 209-577-5347, [email protected]
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Consent

3. Consider approving an Amendment to Lease Agreement for the Modular Building at Dryden Golf Course and approving the increase of a Purchase Order with Williams Scotsman, Inc., Fresno, California, for a revised total not to exceed $95,000; and forwarding to Council for approval. (Funding Source: Golf Fund)  Motion approving the Amendment to Lease Agreement for the Modular Building at Dryden Golf Course and approving the increase of a Purchase Order with Williams Scotsman, Inc., Fresno, California, for a revised total not to exceed $95,000; and forwarding to Council for approval.

PRN; Laurie Smith, 209-577-5347, [email protected]
Consent

4. Consider approving the Fourth Amendment to Agreement with The Baseball Club of Modesto, as successor in interest to HWS Baseball IV, LLC, to revise the expiration date in the accelerated termination provision from December 31, 2022 to December 31, 2023 and forwarding to Council for approval. (Funding Source: General Fund)  Motion approving the Fourth Amendment to Agreement with The Baseball Club of Modesto, as successor in interest to HWS Baseball IV, LLC, to revise the expiration date in the accelerated termination provision from December 31, 2022 to December 31, 2023 and forwarding to Council for approval.

PRN; Laurie Smith, 209-577-5347, [email protected]

NEW BUSINESS

5. Consider approving the Purchase and Sale Agreement for certain real property located at approximately 1300 Scenic Drive, Stanislaus County Assessor’s Parcel Number 034- 018-014, for $795,000, and forwarding to Council for approval. (Funding Source:

Parks and Air Quality Capital Facility Fee Fund)
 Motion approving the Purchase and Sale Agreement for certain real property located at approximately 1300 Scenic Drive, Stanislaus County Assessor’s Parcel Number 034-018-014, for $795,000; amending the Fiscal Year 2022-23 Capital Improvement Program Budget in an amount not to exceed $50,000 and forwarding to Council for approval
PRN; Laurie Smith, 209-577-5347, [email protected]

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:

November 14, 2022
Date: October 24, 2022
TO: Safety and Communities Committee
Chris Ricci, Chair
Sue Zwahlen, Vice-Chair
Rosa Escutia-Braaton, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Alan Ernst, Fire Chief
SUBJECT: Purchase of LifePak 15 Monitors/Defibrillators CONTACT: Alan Ernst, Fire Chief, [email protected] , 209-572-9590 DESCRIPTION:

Consider approving a One-Time Purchase using the Competitive Bid Process from The National Association of State Procurement Officials (NASPO) ValuePoint for eight (8) LifePak15 Monitors from Stryker Medical, Chicago, IL for a total cost not to exceed $353,624 and forwarding to Council for approval. (Funding Source: General Fund)
STRATEGIC PLAN ELEMENT:

This action supports the Strategic Plan Core Commitment to: “Provide Greater Safer Neighborhoods” and “Provide Healthy Economy and Great Quality of Life.” BACKGROUND:

The Modesto Fire Department (MFD) has utilized the LifePak Monitors and defibrillators since the inception of our Advanced Life Support Paramedic Program in the early 1990’s. We started with the LifePak12 model and we are now upgrading to the current LifePak15 models. LifePak15’s are utilized by all the ambulance companies in our area and on all Advanced Life Support (ALS) fire engines in the City of Modesto. This allows for equipment interchangeability when MFD operates in conjunction with other local ambulance providers or other mutual-aid agencies. We also operate LifePak Automatic External Defibrillators (AED) on all the Basic Life Support (BLS) engine companies so pads are interchangeable across all department apparatus. Stryker is the original equipment manufacturer and distributor of the LifePak15 monitors as they recently purchased Physio-Control and now serves as the sole source distributor.

On October 26, 2021, by Resolution 2021-416, Council approved the purchase of six (6) LifePak15 monitors from Stryker Medical, Chicago, IL. With the adoption of additional #1..
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Safety & Communities Committee, November 14, 2022
Purchase of LifePak 15 Monitors/Defibrillators

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contracted fire services, MFD’s jurisdictional boundary has broadened, creating an increased level of ALS calls. Subsequently, additional equipment is in demand for our first responders to provide vital care to the community. The proposed eight (8) LifePak15s will ensure we meet these expectations.

DISCUSSION:

On November 29, 2016, Oklahoma Office of Management Enterprises Services (OMES) issued invitation bid SW17300 by posting on the OMES Central Purchasing Website for AED UNITS AND ACCESSORIES. Five (5) bids were received with four (4) vendors awarded. Stryker Medical was awarded a contract based on their qualifying submission.

It has been determined the OMES Master Agreement OK-SW-300 with Stryker Medical meets the need of the city based on NASPO ValuPoint competitive bid process. The contract between Oklahoma Office of Management and Enterprises Services and Stryker Medical expires April 4, 2023.

The purchase includes annual preventative maintenance services (including inspection and unlimited repairs for a period of four (4) years) and a one-year warranty. This purchase includes a credit in the amount of $30,000 for trade-in of existing LifePak12B inventory.

Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $50,000 for material, equipment or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, in his or her discretion, determines that a process other than the formal bid procedure set for in Section 8-3.203 will result in procurement for the City at the lowest possible cost commensurate with the desired quality.” In addition, MMC 8-3.202(h) encourages the Purchasing Manager to join with the State of California and other units of government in cooperative purchasing plans when the best cost savings interest of the City would be served.

Both requirements were met based on the competitive bidding process selected by NASPO ValuePoint.

FISCAL IMPACT:

The anticipated cost of $353,624 is fully budgeted within the current 2022-2023 Fiscal Year from the General Fund Fire Department budget, and is covered by additional revenues generated through MFD’s agreement with Mountain Valley EMS Agency (Project #100960), and remaining ARPA funds that were allocated to MFD (Project #101345).

Fund Project and Name Amount
0180 100960 – Emergency Medical Service Project $278,624 1390 101345 – ARPA $75,000
TOTAL $353,624
RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion approving a One-Time Purchase using the Competitive Bid Process from NASPO ValuePoint for eight (8) LifePak15 Monitors from Stryker Medical, Chicago, IL for a total cost not to exceed $353,624 and forwarding to Council for approval. #1..
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Safety & Communities Committee, November 14, 2022
Purchase of LifePak 15 Monitors/Defibrillators

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Approved by:

Alan Ernst, Fire Chief
Joseph P. Lopez, City Manager
Attachments:

1. Piggyback – Goods and Services

2. Stryker Medical Quote #10593366
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

November 14, 2022
Date: October 26, 2022
TO: Safety and Communities Committee
Chris Ricci, Chair
Sue Zwahlen, Vice-Chair
Rosa Escutia-Braaton, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Laurie A. Smith, Director of Parks, Recreation and Neighborhoods Department SUBJECT: First Amendment to Modesto Forward Grant Agreement with the Modesto Convention and Visitors Bureau
CONTACT: Laurie A. Smith, Director, [email protected], 209-577-5347 DESCRIPTION:

Consider approving the First Amendment to the City of Modesto Pandemic Recovery Strategy – Modesto Forward Grant Agreement with the Modesto Convention and Visitors Bureau, Inc., for the Year 2 allocation of 250,000 in American Rescue Plan Act funding, and forwarding to Council for approval. (Funding Source: American Rescue Plan Act) STRATEGIC PLAN ELEMENT:

This item supports each of the initiatives in the City’s 2020-2025 Strategic Plan.

BACKGROUND:

In April 2021, President Biden signed into law the American Rescue Plan Act (ARPA), a $1.9 trillion emergency relief measure intended to provide relief from the impact of COVID-19. The legislation also made a historic investment into local governments that includes $45,894,056 to the City of Modesto to address the local impact of COVID-19. The investment is being made in two tranches, with fifty percent made available within sixty days of enactment of the law and fifty percent to be distributed twelve months later. The deadline to obligate funds is December 31, 2024. The deadline to expend the funds is December 31, 2026.

In developing a proposed expenditure plan, the City solicited priorities from the public and Council at three standing City Council Committees: Economic Development, Safety and Communities, and Finance. Three areas of focus were identified to be potentially eligible based on the Treasury Department guidelines available at the time: Economic Vitality, Governance and Service Delivery, and Quality of Life.
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Safety & Communities Committee, November 14, 2022
First Amendment to Modesto Forward Grant Agreement
with the Modesto Convention and Visitors Bureau

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On June 22, 2021, by Resolution No. 2021-194, Council approved the Pandemic Recovery Strategy – Modesto Forward (Modesto Forward). Modesto Forward’s comprehensive spending plan is designed to support the local recovery from the pandemic. Part of the City’s first tranche of funding included $7,108,500 for Economic Vitality initiatives, with $250,000 allocated to the Modesto Convention and Visitors Bureau (CVB) in Year 1. The spending plan also noted another allocation of $250,000 to the CVB in Year 2.

On February 8, 2022, by Resolution No. 2022-104, Council approved the Pandemic Recovery Strategy – Modesto Forward – Grant Agreement with the CVB for the allocation of $250,000 in Year 1 funds. The CVB, also known as “Visit Modesto”, plans to use the funding to create sustainable tourism oriented in economic recovery programs in Modesto.

DISCUSSION:

On July 12, 2022, by Resolution No. 2022-237, Council approved the Year 2 expenditure plan for the second tranche of ARPA funding. The plan allocates the second $250,000 to the CVB.

For the disbursement of funding to the CVB, staff recommends amending the total allocation in the CVB Grant Funding Agreement from $250,000 to $500,000.

The CVB’s initiatives over the next twenty-four months are designed to impact the local economy (lodging, dining, entertainment, and more), create customer awareness that Modesto is a desirable destination for a variety of purposes, generate public relations exposure, increase local resident awareness of the amenities and benefits of Modesto, drive revenue/tax dollars from visitors outside the city and increase both the visitor and local experience when spending time in Modesto. Initiatives include: Wayfinding, Seasonal Programs, Agricultural Tourism, Arts & Entertainment, and Special Programs.

FISCAL IMPACT:

Finance will process any budget adjustments necessary to remit payment to the CVB within 30 days of Council approval. The CVB is required to expend funding on or before December 31, 2026 in compliance with the terms and conditions of the Grant Agreement RECOMMENDED COMMITTEE ACTION:

Staff Recommendation:

Motion approving the First Amendment to the City of Modesto Pandemic Recovery Strategy – Modesto Forward – Grant Agreement with the Modesto Convention and Visitors Bureau, Inc., for the Year 2 allocation of 250,000 in American Rescue Plan Act funding, and forwarding to Council for approval.

Approved by:

Laurie A. Smith, Director
Parks, Recreation & Neighborhoods Department
Joseph P. Lopez, City Manager
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First Amendment to Modesto Forward Grant Agreement
with the Modesto Convention and Visitors Bureau

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Attachments:

1. First Amendment

2. Agreement
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Funding Contribution First Amendment to Agreement – $500,000

FIRST AMENDMENT TO THE

CITY OF MODESTO PANDEMIC RECOVERY STRATEGY - MODESTO FORWARD

GRANT AGREEMENT
This First Amendment to the Modesto Forward Grant Agreement (“First Amendment”) is entered into in the City of Modesto, State of California, this ____ day of __________ of ____________ 20____ (“Effective Date”) by and between the City of Modesto, a California municipal corporation (“City”), and the Modesto Convention and Visitors Bureau, Inc. also known as “Visit Modesto”, a California non-profit corporation (“Recipient”). The City and Modesto Convention and Visitors Bureau, Inc. shall be collectively referred to hereinafter as the “Parties”.

This Agreement is made with regard to the following recitals:

WHEREAS, the City received an allotment of funds from the United States Department of Treasury through the Coronavirus Local Fiscal Recovery Fund established by the American Rescue Plan Act (“ARPA”); and
WHEREAS, on June 22, 2021, by Resolution No. 2021-194, Council approved the Pandemic Recovery Strategy – Modesto Forward, hereinafter referred to as “Modesto Forward”, to support local recovery from the pandemic; and WHEREAS, in alignment with the City’s 5-Year Strategic Plan, Modesto Forward includes three post pandemic funding initiatives to help the community exit the pandemic period and focused on Economic Vitality, Governance and Service Delivery, and Quality of Life; and WHEREAS, Economic Vitality initiatives are intended to improve the economic vitality of the community; Governance and Service Delivery initiatives are intended to improve the organization and service delivery for residents; and Quality of Life initiatives are intended to improve the quality of life for residents; and
WHEREAS, Modesto Forward includes a comprehensive spending plan, which includes ARPA funding, to programs supporting the economic recovery initiatives; and WHEREAS, on February 8, 2022, the City Council adopted Resolution No. 2022-104 awarding a grant of Two Hundred and Fifty Thousand Dollars($250,000) to Recipient for the purposes set out in Exhibit A, subject to the terms and conditions set out in this agreement; and WHEREAS, the City and Recipient previously entered into that certain Modesto Forward Grant Agreements dated ____________, 2022 (the “Agreement”) to establish the terms and conditions of the grant; and
WHEREAS, on July 12, 2022, the City Council adopted Resolution No. 2022-327, allocating an additional Two Hundred and Fifty Thousand Dollars ($250,000) from the second #2..
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Funding Contribution First Amendment to Agreement – $500,000 tranche of funding to Recipient for the purposes set out in Exhibit A, subject to the terms and conditions set out in the Agreement and this First Amendment; and WHEREAS, the City and Recipient desire to enter into this First Amendment to increase the funding provided to the Recipient .

NOW THEREFORE, in consideration of their mutual promises and the terms, conditions and covenants hereinafter, the Parties desire to enter into this First Amendment and amend the Agreement as follows:

AGREEMENT
SECTION 1. The recitals above are true and correct and herein incorporated by reference.

SECTION 2. Section 2 of the Agreement entitled “Grant Award” is hereby amended as follows (strikethrough is deleted, italics is addition):
“SECTION 2. Grant Award”
A. The City shall provide Recipient with a grant of Two Hundred Fifty Thousand Dollars($250,000) Five Hundred Thousand Dollars ($500,000)(the “Grant”) for the purposes and activities further specified in Exhibit A, attached hereto and incorporated by referenced (the “Activities”). Disbursement of the Grant is dependent upon Recipient providing all records and documentation reasonably required by the City.

B. Recipient shall expend the Grant solely on the Activities, as specified in Exhibit A. Recipient shall not use the Grant for any other purpose or activity without the prior written consent of the City.

C. The Recipient shall operate within the territorial limits of the City of Modesto and the beneficiaries, if any, of the Activities shall be the residents of the City of Modesto or persons visiting or temporarily in Modesto.

D. Recipient shall expend the entirety of the Grant by no later than December 31, 2026. Any portion of the Grant that has not been expended by December 31, 2026 shall be returned to the City no later than January 10, 2027.

SECTION 3. Except as modified and amended by this First Amendment, all other provisions of the Agreement remain unchanged and in full force.

IN WITNESS WHEREOF, the CITY has authorized the execution of this FIRST AMENDMENT in duplicate by its City Manager and attestation by its City Clerk under authority of Resolution No. 2022- __ , adopted by the City Council of the City of Modesto on the ______ day of #2..
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Funding Contribution First Amendment to Agreement – $500,000 ___________________, 2022, and Modesto Convention and Visitors Bureau has caused this First Amendment to Agreement to be duly executed.

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Funding Contribution First Amendment to Agreement – $500,000

EXHIBIT A
CONTACT: Todd Aaronson
TITLE: CEO
ADDRESS: 1008 12th Street, Modesto, CA 95354
PHONE: 209.526.5588
EMAIL: [email protected]
URL: visitmodesto.com
BUSINESS NAME: Modesto Convention and Visitors Bureau, Inc.

EXECUTIVE COMMITTEE (SIGNEE OPTIONS):

Board Chair: Chris Murphy
Board Vice Chair: Thomas Lopes
Treasurer: Bert Tabrizi
FUNDING AMOUNT: $250,000 – YEAR 1
Mo Impact ARPA Funding Outline presented by Visit Modesto Business Purpose (from by-laws):

The specific purposes for which this Corporation was formed are: (1) To attract visitors to the area by promoting and marketing Modesto as a convention, sports, tourism, and leisure travel destination; (2) to provide coordination and leadership for the community and the visitor industry on matters relating to convention activity and tourism; (3) to gather community information designed to convey to opinion leaders and the public at large the status of the visitor industry; and (4) to work with local governmental agencies, private enterprise and other interested parties to structure suitable financing plans for the Corporation, and to implement those plans.

The Corporation shall be non-profit and non-partisan and shall neither participate in nor lend its support to the election of any candidate for public office.

OBJECTIVE:

Visit Modesto plans to create sustainable tourism oriented economic recovery programs in Modesto. The purpose of the combined initiatives over the next 30-60 months are designed to impact the local economy (lodging, dining, entertainment and more), create consumer awareness that Modesto is a desirable destination for a variety of purposes, generate Public Relations exposure, increase local resident awareness of the amenities and benefits of Modesto, drive revenue/tax dollars from visitors outside the city and increase both the visitor and local experience when spending time in Modesto.
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Funding Contribution First Amendment to Agreement – $500,000 Note that by providing a myriad of destination promotions and programs there will be online and social popularity created for (and about) Modesto as a destination for regional business travel, youth sporting events, tour & travel buses as well as groups, conventions and special events.

GOALS:
- Increase awareness of Modesto as a destination
- Increase occupancy and/or average rate on an annual basis - Develop programs (reasons) for visitors that influences future trips - Increase ‘time in market’ for out of town travelers
- Drive more group-oriented business leads due to destination value awareness - Increase UGC (user generated content) and social engagement SCOPE:

The initiatives will comprise of a combination of the following deliverables; - Wayfinding;
This project will initiate a citywide approach to finding information and places of interest, entertainment, shopping and dining as budget allows. The program would allow sections of Modesto to maintain an independent image while fitting into the grand citywide wayfinding schema. Phase I would be to concept where wayfinding is needed to find Visit Modesto and amplify downtown with info kiosks and a lighting theme that includes the winter holiday season. Phase II, depending upon budget, would be to implement installation of directional wayfinding signage as noted in Phase I.
- Seasonal Initiatives;
These programs are based upon creating awareness of audience specific reasons to visit Modesto.

Day trippers and overnighters all stimulate the local economy and generate future visits. Thus targeted marketing initiatives will be launched for programs outlined and each will be tracked for results. In a post-pandemic world regional and one-day drive travel will be the norm for some time to come.

The key programs under consideration for seasonal initiatives that would be sustainable on an annual basis are;
o Winter/Get Mo Cheer – Holidays in Modesto focused on activities and events with Modesto on Ice, Holiday Parade and Rockin’ Holidays as centerpieces from mid-November through mid-January.
o Early Spring/Almond Blossom Cruise – the focus will shift to include national/international overnight guests as well as regional drive tourism
o Spring/Outdoor Events; recreation focused with the Modesto Marathon/Marathon Weekend to include all things in the region based upon outdoor things to do with continued communications through early winter (running, cycling, kayaking, fishing, hiking, trail riding, etc.).
o Summer/Ag Tourism and more – As noted below, Agricultural Tourism is the foundation upon which we will build interest in the region April through August. This will include a form of Graffiti Summer and car culture as one of the many activities for entertainment during this season.
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Funding Contribution First Amendment to Agreement – $500,000 o Fall/Get Mo Pink (or similar) – This will be a month-long focus on programs, partners and events that celebrate women’s culture and raise awareness for women’s advocacy programs. This initiative will have a unique mission to drive ‘giving back’ and may include other local programs plus support of breast cancer programs in the area, Haven House and other women’s support programs.
- Agricultural Tourism;
According to U.C. Davis, “Agricultural tourism is a commercial enterprise at a working farm or ranch conducted for the enjoyment and education of visitors, and that generates supplemental income for the owner or operator. Agritourism can include farm stands or shops, U-pick, farm stays, tours, onfarm classes, fairs, festivals, pumpkin patches, corn mazes, Christmas tree farms, winery weddings, orchard dinners, youth camps, barn dances, hunting or fishing, guest ranches, and more.” Visit Modesto will work with the support offered by the State of California and guidance of the U.C.

Davis program to develop more programs, like the Almond Blossom Cruise, to drive increased interest and tourism highlighting the bounties of the area. - Sustainable/Environmental Tourism;
Working with programs like KindTravel through the Visit California partnership, Visit Modesto will work towards creating environmentally focused programming, destination sustainability and other initiatives that fit into the new trend for this type of considerate travel and support of visiting destinations that consider the environmental initiatives. - Arts & Entertainment;
Working with local artists, entertainment venues, restaurants and special events, Visit Modesto will be creating programs that drive interest in the arts, food, music and cultural programs of the area. A specific focus will be on original and creative programs as well as events that bring popular artists to play in Modesto. This initiative will have a focus on events that are both free to the public (locals included) and also ticketed events at private venues.
- Special Programs;
Over the next 36 months Visit Modesto will be working with local businesses, entrepreneurs and partners to develop several annual ‘weekend’ programs that celebrate cuisine, wine, spirits, agriculture and culture. These would range from Food & Wine education weekends to Family Fun weekends.
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Funding Contribution First Amendment to Agreement – $500,000 PROPOSED TIMELINE and BUDGET;
The first program anticipated to launch will be in March 2022 and extend into 2023 as follows; Item ARPA Year 1 ARPA Year 2 Project Total
Wayfinding - Tourism Specific $35,000.0 $40,000.0 $75,000.0 Seasonal Initiatives $55,000.0 $65,000.0 $120,000.0
Agricultural Tourism $75,000.0 $75,000.0 $150,000.0
Arts & Entertainment $35,000.0 $20,000.0 $55,000.0
Sustainable/Environmental $20,000.0 $25,000.0 $45,000.0 Special Programs $30,000.0 $25,000.0 $55,000.0
TOTAL SPENDING $250,000.0 $250,000.0 $500,000.0

FINANCIAL TRACKING
Visit Modesto will track the results of each program using a variety of tools; - Financial; a new ‘fund’ allocation has been created by our book keeper (PBF CPA) for ARPA tracking specifically. All expenses associated with ARPA shall be coded and tracked with vendor, amounts and other info included.
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Funding Contribution First Amendment to Agreement – $500,000

EXHIBIT B
U.S. DEPARTMENT OF THE TREASURY

CORONAVIRUS LOCAL FISCAL RECOVERY FUND

AWARD TERMS AND CONDITIONS

1. Use of Funds.
a. Recipient understands and agrees that the funds disbursed under this award may only be used in compliance with section 603(c) of the Social Security Act (the Act), U.S.

Department of Treasury’s (“Treasury”) regulations implementing that section, and guidance issued by Treasury regarding the foregoing.
b. Recipient will determine prior to engaging in any project using this assistance that it has the institutional, managerial, and financial capability to ensure proper planning, management, and completion of such project.

2. Period of Performance. The period of performance for this award begins on the date hereof and ends on December 31, 2026. As set forth in Treasury’s implementing regulations, Recipient may use award funds to cover eligible costs incurred during the period that begins on March 3, 2021, and ends on December 31, 2026.

3. Reporting. Recipient agrees to comply with any reporting obligations established by Treasury as they relate to this award.

4. Maintenance of and Access to Records
a. Recipient shall maintain records and financial documents sufficient to evidence compliance with section 603(c) of the Act, Treasury’s regulations implementing that section, and guidance issued by Treasury regarding the foregoing. b. The Treasury Office of Inspector General and the Government Accountability Office, or their authorized representatives, shall have the right of access to records (electronic and otherwise) of Recipient in order to conduct audits or other investigations. c. Records shall be maintained by Recipient for a period of five (5) years after all funds have been expended or returned to Treasury, whichever is later.

5. Pre-award Costs. Pre-award costs, as defined in 2 C.F.R. § 200.458, may not be paid with funding from this award.

6. Administrative Costs. Recipient may use funds provided under this award to cover both direct and indirect costs.

7. Cost Sharing. Cost sharing or matching funds are not required to be provided by Recipient.

8. Conflicts of Interest. Recipient understands and agrees it must maintain a conflict of interest policy consistent with 2 C.F.R. § 200.318(c) and that such conflict of interest policy is applicable to each activity funded under this award. Recipient and subrecipients must disclose in writing to #2..
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Funding Contribution First Amendment to Agreement – $500,000 Treasury or the pass-through entity, as appropriate, any potential conflict of interest affecting the awarded funds in accordance with 2 C.F.R. § 200.112.

9. Compliance with Applicable Law and Regulations.
a. Recipient agrees to comply with the requirements of section 602 of the Act, regulations adopted by Treasury pursuant to section 602(f) of the Act, and guidance issued by Treasury regarding the foregoing. Recipient also agrees to comply with all other applicable federal statutes, regulations, and executive orders, and Recipient shall provide for such compliance by other parties in any agreements it enters into with other parties relating to this award.
b. Federal regulations applicable to this award include, without limitation, the following:
i. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 C.F.R. Part 200, other than such provisions as Treasury may determine are inapplicable to this Award and subject to such exceptions as may be otherwise provided by Treasury. Subpart F – Audit Requirements of the Uniform Guidance, implementing the Single Audit Act, shall apply to this award. ii. Universal Identifier and System for Award Management (SAM), 2 C.F.R. Part 25, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 25 is hereby incorporated by reference.
iii. Reporting Subaward and Executive Compensation Information, 2 C.F.R. Part 170, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 170 is hereby incorporated by reference.
iv. OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement), 2 C.F.R. Part 180, including the requirement to include a term or condition in all lower tier covered transactions (contracts and subcontracts described in 2 C.F.R. Part 180, subpart B) that the award is subject to 2 C.F.R. Part 180 and Treasury’s implementing regulation at 31 C.F.R. Part 19. v. Recipient Integrity and Performance Matters, pursuant to which the award term set forth in 2 C.F.R. Part 200, Appendix XII to Part 200 is hereby incorporated by reference.
vi. Governmentwide Requirements for Drug-Free Workplace, 31 C.F.R. Part 20. vii. New Restrictions on Lobbying, 31 C.F.R. Part 21.
viii. Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (42 U.S.C. §§ 4601-4655) and implementing regulations.
ix. Generally applicable federal environmental laws and regulations. c. Statutes and regulations prohibiting discrimination applicable to this award include, without limitation, the following:
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Funding Contribution First Amendment to Agreement – $500,000 i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d et seq.) and Treasury’s implementing regulations at 31 C.F.R. Part 22, which prohibit discrimination on the basis of race, color, or national origin under programs or activities receiving federal financial assistance;
ii. The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§ 3601 et seq.), which prohibits discrimination in housing on the basis of race, color, religion, national origin, sex, familial status, or disability; iii. Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of disability under any program or activity receiving federal financial assistance;
iv. The Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101 et seq.), and Treasury’s implementing regulations at 31 C.F.R. Part 23, which prohibit discrimination on the basis of age in programs or activities receiving federal financial assistance; and
v. Title II of the Americans with Disabilities Act of 1990, as amended (42 U.S.C. §§ 12101 et seq.), which prohibits discrimination on the basis of disability under programs, activities, and services provided or made available by state and local governments or instrumentalities or agencies thereto.

10. Remedial Actions. In the event of Recipient’s noncompliance with section 602 of the Act, other applicable laws, Treasury’s implementing regulations, guidance, or any reporting or other program requirements, Treasury may impose additional conditions on the receipt of a subsequent tranche of future award funds, if any, or take other available remedies as set forth in 2 C.F.R. § 200.339. In the case of a violation of section 602(c) of the Act regarding the use of funds, previous payments shall be subject to recoupment as provided in section 602(e) of the Act and any additional payments may be subject to withholding as provided in sections 602(b)(6)(A)(ii)(III) of the Act, as applicable.

11. Hatch Act. Recipient agrees to comply, as applicable, with requirements of the Hatch Act (5 U.S.C. §§ 1501-1508 and 7324-7328), which limit certain political activities of State or local government employees whose principal employment is in connection with an activity financed in whole or in part by this federal assistance.

12. False Statements. Recipient understands that making false statements or claims in connection with this award is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or contracts, and/or any other remedy available by law.

13. Publications. Any publications produced with funds from this award must display the following language: “This project [is being] [was] supported, in whole or in part, by federal award number SLFRP2096 awarded to County of Stanislaus by the U.S. Department of the Treasury.”

14. Debts Owed the Federal Government.
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Funding Contribution First Amendment to Agreement – $500,000 a. Any funds paid to Recipient (1) in excess of the amount to which Recipient is finally determined to be authorized to retain under the terms of this award; (2) that are determined by the Treasury Office of Inspector General to have been misused; or (3) that are determined by Treasury to be subject to a repayment obligation pursuant to sections 602(e) and 603(b)(2)(D) of the Act and have not been repaid by Recipient shall constitute a debt to the federal government.
b. Any debts determined to be owed the federal government must be paid promptly by Recipient. A debt is delinquent if it has not been paid by the date specified in Treasury’s initial written demand for payment, unless other satisfactory arrangements have been made or if the Recipient knowingly or improperly retains funds that are a debt as defined in paragraph 14(a). Treasury will take any actions available to it to collect such a debt.

15. Disclaimer.
a. The United States expressly disclaims any and all responsibility or liability to Recipient or third persons for the actions of Recipient or third persons resulting in death, bodily injury, property damages, or any other losses resulting in any way from the performance of this award or any other losses resulting in any way from the performance of this award or any contract, or subcontract under this award. b. The acceptance of this award by Recipient does not in any way establish an agency relationship between the United States and Recipient.

16. Protections for Whistleblowers.
a. In accordance with 41 U.S.C. § 4712, Recipient may not discharge, demote, or otherwise discriminate against an employee in reprisal for disclosing to any of the list of persons or entities provided below, information that the employee reasonably believes is evidence of gross mismanagement of a federal contract or grant, a gross waste of federal funds, an abuse of authority relating to a federal contract or grant, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a federal contract (including the competition for or negotiation of a contract) or grant. b. The list of persons and entities referenced in the paragraph above includes the following:
i. A member of Congress or a representative of a committee of Congress; ii. An Inspector General;
iii. The Government Accountability Office;
iv. A Treasury employee responsible for contract or grant oversight or management;
v. An authorized official of the Department of Justice or other law enforcement agency;
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Funding Contribution First Amendment to Agreement – $500,000 vi. A court or grand jury; or
vii. A management official or other employee of Recipient, contractor, or subcontractor who has the responsibility to investigate, discover, or address misconduct.
c. Recipient shall inform its employees in writing of the rights and remedies provided under this section, in the predominant native language of the workforce.

17. Increasing Seat Belt Use in the United States. Pursuant to Executive Order 13043, 62 FR 19217 (Apr. 18, 1997), Recipient should encourage its contractors to adopt and enforce on-the-job seat belt policies and programs for their employees when operating company-owned, rented or personally owned vehicles.

18. Reducing Text Messaging While Driving. Pursuant to Executive Order 13513, 74 FR 51225 (Oct. 6, 2009), Recipient should encourage its employees, subrecipients, and contractors to adopt and enforce policies that ban text messaging while driving, and Recipient should establish workplace safety policies to decrease accidents caused by distracted drivers.

ASSURANCES OF COMPLIANCE WITH CIVIL RIGHTS REQUIREMENTS ASSURANCES OF COMPLIANCE WITH TITLE VI OF THE CIVIL RIGHTS ACT OF 1964 As a condition of receipt of federal financial assistance from the Department of the Treasury, the recipient named below (hereinafter referred to as the “Recipient”) provides the assurances stated herein. The federal financial assistance may include federal grants, loans and contracts to provide assistance to the Recipient’s beneficiaries, the use or rent of Federal land or property at below market value, Federal training, a loan of Federal personnel, subsidies, and other arrangements with the intention of providing assistance. Federal financial assistance does not encompass contracts of guarantee or insurance, regulated programs, licenses, procurement contracts by the Federal government at market value, or programs that provide direct benefits.

The assurances apply to all federal financial assistance from or funds made available through the Department of the Treasury, including any assistance that the Recipient may request in the future.

The Civil Rights Restoration Act of 1987 provides that the provisions of the assurances apply to all of the operations of the Recipient’s program(s) and activity(ies), so long as any portion of the Recipient’s program(s) or activity(ies) is federally assisted in the manner prescribed above.

1. Recipient ensures its current and future compliance with Title VI of the Civil Rights Act of 1964, as amended, which prohibits exclusion from participation, denial of the benefits of, or subjection to discrimination under programs and activities receiving federal financial assistance, of any person in the United States on the ground of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury Title VI regulations at 31 CFR Part 22 and other pertinent executive orders such as Executive Order 13166, directives, circulars, policies, memoranda, and/or guidance documents.

2. Recipient acknowledges that Executive Order 13166, “Improving Access to Services for Persons with Limited English Proficiency,” seeks to improve access to federally assisted programs and activities for individuals who, because of national origin, have Limited English proficiency (LEP).

Recipient understands that denying a person access to its programs, services, and activities #2..
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Funding Contribution First Amendment to Agreement – $500,000 because of LEP is a form of national origin discrimination prohibited under Title VI of the Civil Rights Act of 1964 and the Department of the Treasury’s implementing regulations. Accordingly, Recipient shall initiate reasonable steps, or comply with the Department of the Treasury’s directives, to ensure that LEP persons have meaningful access to its programs, services, and activities. Recipient understands and agrees that meaningful access may entail providing language assistance services, including oral interpretation and written translation where necessary, to ensure effective communication in the Recipient’s programs, services, and activities.

3. Recipient agrees to consider the need for language services for LEP persons when Recipient develops applicable budgets and conducts programs, services, and activities. As a resource, the Department of the Treasury has published its LEP guidance at 70 FR 6067. For more information on taking reasonable steps to provide meaningful access for LEP persons, please visit http://www.lep.gov.

4. Recipient acknowledges and agrees that compliance with the assurances constitutes a condition of continued receipt of federal financial assistance and is binding upon Recipient and Recipient’s successors, transferees, and assignees for the period in which such assistance is provided.

5. Recipient acknowledges and agrees that it must require any sub-grantees, contractors, subcontractors, successors, transferees, and assignees to comply with assurances 1-4 above, and agrees to incorporate the following language in every contract or agreement subject to Title VI and its regulations between the Recipient and the Recipient’s sub-grantees, contractors, subcontractors, successors, transferees, and assignees:

The sub-grantee, contractor, subcontractor, successor, transferee, and assignee shall comply with Title VI of the Civil Rights Act of 1964, which prohibits recipients of federal financial assistance from excluding from a program or activity, denying benefits of, or otherwise discriminating against a person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury’s Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this contract (or agreement). Title VI also includes protection to persons with “Limited English Proficiency” in any program or activity receiving federal financial assistance, 42 U.S.C. § 2000d et seq., as implemented by the Department of the Treasury’s Title VI regulations, 31 CFR Part 22, and herein incorporated by reference and made a part of this contract or agreement.

6. Recipient understands and agrees that if any real property or structure is provided or improved with the aid of federal financial assistance by the Department of the Treasury, this assurance obligates the Recipient, or in the case of a subsequent transfer, the transferee, for the period during which the real property or structure is used for a purpose for which the federal financial assistance is extended or for another purpose involving the provision of similar services or benefits. If any personal property is provided, this assurance obligates the Recipient for the period during which it retains ownership or possession of the property.

7. Recipient shall cooperate in any enforcement or compliance review activities by the Department of the Treasury of the aforementioned obligations. Enforcement may include investigation, arbitration, mediation, litigation, and monitoring of any settlement agreements that may result from these actions. The Recipient shall comply with information requests, on-site compliance reviews and reporting requirements.
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Funding Contribution First Amendment to Agreement – $500,000

8. Recipient shall maintain a complaint log and inform the Department of the Treasury of any complaints of discrimination on the grounds of race, color, or national origin, and limited English proficiency covered by Title VI of the Civil Rights Act of 1964 and implementing regulations and provide, upon request, a list of all such reviews or proceedings based on the complaint, pending or completed, including outcome. Recipient also must inform the Department of the Treasury if Recipient has received no complaints under Title VI.

9. Recipient must provide documentation of an administrative agency’s or court’s findings of noncompliance of Title VI and efforts to address the non-compliance, including any voluntary compliance or other agreements between the Recipient and the administrative agency that made the finding. If the Recipient settles a case or matter alleging such discrimination, the Recipient must provide documentation of the settlement. If Recipient has not been the subject of any court or administrative agency finding of discrimination, please so state.

10. If the Recipient makes sub-awards to other agencies or other entities, the Recipient is responsible for ensuring that sub-recipients also comply with Title VI and other applicable authorities covered in this document State agencies that make sub-awards must have in place standard grant assurances and review procedures to demonstrate that that they are effectively monitoring the civil rights compliance of subrecipients.

The United States of America has the right to seek judicial enforcement of the terms of this assurances document and nothing in this document alters or limits the federal enforcement measures that the United States may take in order to address violations of this document or applicable federal law.

Under penalty of perjury, the undersigned official(s) certifies that official(s) has read and understood the Recipient’s obligations as herein described, that any information submitted in conjunction with this assurances document is accurate and complete, and that the Recipient is in compliance with the aforementioned nondiscrimination requirements.
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Funding Contribution First Amendment to Agreement – $500,000

EXHIBIT C

ANNUAL REPORTING REQUIREMENTS
Contractors shall use Exhibit C to provide an annual performance report.

The initial report will cover the period from the date the contract was executed to the following June 30, and will be due to the Recipient within 15 days after the end of the reporting period. Thereafter, the report will cover a 12-month period and contractors will be required to submit the report to Recipient within 15 days after the end of the 12-month period (by July 15).

Notes on using this template
All contractors that are recipients of State and Local Fiscal Recovery Funds (SLFRF) awards are required to produce an Annual Report. The Annual Report provides information on the contractor’s project and how they plan to ensure program outcomes are achieved in an effective and equitable manner.

The initial Annual Report will cover the period from the date of award to the following June 30 and must be submitted to Recipient within 15 calendar days after the end of the reporting period. Thereafter, the Annual Report will cover a 12-month period and contractors will be required to submit the report to Recipient within 15 calendar days after the end of the 12-month period (by July 15).

Annual Report Period Covered Due Date
1 Award – June 30, 2022 July 15, 2022
2 July 1, 2022 – June 30, 2023 July 15, 2023
3 July 1, 2023 – June 30, 2024 July 15, 2024
4 July 1, 2024 – June 30, 2025 July 15, 2025
5 July 1, 2025 – June 30, 2026 July 15, 2026
6 July 1, 2026 – December 31, 2026 January 15, 2027
Instructions:

Contractors should consult the SLFRF Guidance on Recipient Compliance and Reporting Responsibilities (Reporting Guidance) located at https://home.treasury.gov/system/files/136/SLFRF-Compliance-andReporting-Guidance.pdf for detailed guidance on the submission of this report or contact county staff for assistance with completing this exhibit.

Recipient recommends the use of infographics, tables, charts, pictures, case studies, and other explanatory elements in describing their programs.

Text in italics represents the requirements from the Reporting Guidance and is meant to serve as a reference as contractors prepare their Annual Report. This instructions page and the text in italics should be removed before the final transmitted report is published and submitted to Recipient. #2..
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Funding Contribution First Amendment to Agreement – $500,000 Modesto Convention and Visitors Bureau, Inc.
202x Annual Report

GENERAL OVERVIEW
Uses of Funds
Describe in further detail contractor’s intended and actual uses of the funds, such as how contractor’s approach would help support a strong and equitable recovery from the COVID-19 pandemic and economic downturn. Describe any strategies employed to maximize programmatic impact and effective, efficient, and equitable outcomes. Given the broad eligible uses of funds and the specific needs of the jurisdiction, explain how the funds would support the communities, populations, or individuals in the County. Address how you are promoting each of the following Expenditure Categories, to the extent they apply:
a. Evaluation and Data Analysis
Promoting equitable outcomes
If applicable, describe how contractor’s planned or current use of funds prioritizes economic and racial equity as a goal, names specific targets intended to produce meaningful equity results at scale, and articulates the strategies to achieve those targets. Explain how contractor’s overall equity strategy translates into the specific services or programs offered by Contractor in the following Expenditure Categories:
a. Negative Economic Impacts (EC 2): assistance to households, small businesses, and nonprofits to address impacts of the pandemic, which have been most severe among low-income populations. This includes assistance with food, housing, and other needs; employment programs for people with barriers to employment who faced negative economic impacts from the pandemic (such as residents of low-income neighborhoods, minorities, disconnected youth, the unemployed, formerly incarcerated people, veterans, and people with disabilities); and other strategies that provide disadvantaged groups with access to education, jobs, and opportunity.
b. Services to Disproportionately Impacted Communities (EC 3): services to address health disparities and the social determinants of health, build stronger neighborhoods and communities (e.g., affordable housing), address educational disparities (e.g., evidence-based tutoring, community schools, and academic, social-emotional, and mental health supports for high poverty schools), and promote healthy childhood environments (e.g., home visiting, child care).

If applicable, describe contractor’s efforts to date and intended outcomes to promote equity using qualitative and quantitative data on how the jurisdiction’s approach achieved or promoted equitable outcomes or progressed against equity goals. Describe any constraints or challenges that impacted project success in terms of increasing equity.
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Funding Contribution First Amendment to Agreement – $500,000 Describe the geographic and demographic distribution of funding, including whether it is targeted toward traditionally marginalized communities.

Community Engagement
Describe how contractor’s planned or current use of funds incorporates written, oral, and other forms of input that capture diverse feedback from constituents, community-based organizations, and the communities themselves. Where relevant, this description must include how funds will build the capacity of community organizations to serve people with significant barriers to services, including people of color, people with low incomes, limited English proficiency populations, and other traditionally underserved groups.
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Funding Contribution First Amendment to Agreement – $500,000

EXHIBIT D

QUARTERLY PROJECT AND EXPENDITURE REPORT REQUIREMENTS
Contractor shall use Exhibit D to provide a quarterly project and expenditure report.

The initial report will cover the period from the date the contract was executed through the end of the quarter, and will be due to the Recipient within 15 days after the end of the reporting period. Thereafter, the report will cover one quarter and contractors will be required to submit the report to Recipient within 15 days after the end of the quarter.

ARPA QUARTERLY PROJECT AND EXPENDITURE REPORT
Reporting on State and Local Fiscal Recovery Funds (SLFRF) Name of Entity:

Project Name:

Reporting Period Start Date:

Reporting Period End Date:

Expenditure Category:

7.2 Evaluation and Data Analysis
Please provide a brief description of the activities conducted:

Category Cumulative
Expenditures to
date ($)
Cumulative
Obligations to
date ($)
Current Period
Expenditures
Current Period
Obligations
7 Administrative

7.2 Evaluation and Data Analysis
[PLEASE SELECT ONE]
5073284.1

PROJECT

EXPENDITURES

PROJECT STATUS
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CITY OF MODESTO PANDEMIC RECOVERY STRATEGY - MODESTO FORWARD

GRANT AGREEMENT
This Modesto Forward Grant Agreement ("Agreement") is entered into in the City of Modesto, State of California, this ~ day of atir;f of t:-: 2~ ("Effective Date") by and between the City of Modesto, a Ca jornia municipal corporation ("City''), and the Modesto Convention and Visitors Bureau, Inc. also known as "Visit Modesto", a California non-profit corporation ("Recipient"). The City and Modesto Convention and Visitors Bureau, Inc. shall be collectively referred to hereinafter as the "Parties".

This Agreement is made with regard to the following recitals:

NOW THEREFORE, the City and Recipient agree as follows:

1. Term
The term of this Agreement (the "Term") shall commence upon the effective date and shall terminate upon the Recipient's completion of all requirements of this Agreement.

Funding Contribution Agreement - $250,000
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2. Grant Award
A. The City shall provide Recipient with a grant of Two Hundred Fifty Thousand Oollars($250,000) (the "Grant") for the purposes and activities further specified in Exhibit A, attached hereto and incorporated by referenced (the "Activities").

Disbursement ofthe Grant is dependent upon Recipient providing all records and documentation reasonably required by the City.

B. Recipient shall expend the Grant solely on the Activities, as specified in Exhibit A.

Recipient shall not use the Grant for any other purpose or activity without the prior written consent of the City.

D. Recipient shall expend the entirety of the Grant by no later than December 31, 2026.

Any portion of the Grant that has not been expended by December 31, 2026 shall be returned to the City no later than January 10, 2027.

3. Recipient's Obligations
A. Throughout the Term of this Agreement, the Recipient shall obtain and maintain all licenses, permits, qualifications and approvals legally required to conduct business.

The Recipient warrants that it has all of the necessary professional capabilities and experience, as well as all tools, instrumentalities, facilities and other resources necessary to perform the Activities specified by this Agreement. Recipient shall perform the Activities requires pursuant to this Agreement according to the standards observed by a competent practitioner of the profession in which Recipient is engaged.

B. The Recipient shall provide appropriate acknowledgement of the Grant by using the City's logo or stating the program, project or organization is supported in part, by a grant from the City of Modesto's Pandemic Recovery Strategy "Modesto Forward", to support local recovery from the pandemic in its publicity, promotional materials, information materials, press materials, at public occasions relating to the Activities, or on any website maintained by the Recipient.

4. QUARTERLY Reporting Requirements
Recipient shall submit quarterly reports to the City on the form attached hereto as Exhibit D, and incorporated herein by reference, or on such other form as required by the City.

5. Annual Reporting Requirements
Recipient shall submit an annual report, in accordance with the requirements set forth in Exhibit C, attached hereto and incorporated herein, to the City within 180 days of the Funding Contribution Agreement - $250,000
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end of the Recipient's fiscal year in a form approved by the City. The annual report shall be in addition to the reporting required by Section 4, and shall include:

A. Summary of activities and accomplishments, mandate and/or mission of the organization;
B. List of Board Directors with title, contact information and mandate term of each . Director;
C. Organizational Chart;
D. Project/Program Expenditures-to-date (including receipts); E. Any other information reasonably requested by the City.

6. Audit Requirements
A. In addition to all other reports and records required by this Agreement, the Recipient shall keep and make available proper books of accounts and records of the financial management of the Grant provided under this agreement, in accordance with generally accepted business and accounting practices. Such records shall include, but not be limited to, records providing a full description and accounting of each activity undertaken.

B. Recipient agrees to keep all necessary books and records required by this Agreement for five (5) years following the end of this Agreement, and shall document all transactions so that all expenditures may be properly audited.

C. Recipient agrees that City or any authorized representative has access to and the right to examine all records, books, papers, or documents related to the Activities. Recipient shall allow the City or any authorized representative access to all records, books, papers, or documents related to the Activities within fortyeight (48) hours of a request to examine.

7. Preservation of Assets
Any assets purchased with the Grant, the cost of which exceed $5,000, shall be preserved by the Recipient and shall not be sold, leased, given away or otherwise disposed of prior to the end of the useful life of the asset without prior written consent of the City.

8. Termination, Suspension and/or Repayment of Grant
The City may terminate, suspend and/or require repayment of the Grant in the event of any of the following circumstances, after notice from the City and a reasonable opportunity to cure:

A. The Recipient fails to provide the Activities, or any portion of the Activities, described in Exhibit A of this Agreement or substandard performance of the Activities;
B. The Recipient suspends or fails to carry on and continuously conduct its operations, or there is a disruption on the performance of the Activities; C. The Recipient has a partisan political affiliation and/or participates in partisan political activities.

Funding Contribution Agreement - $250,000
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D. The Recipient uses the Grant for a purpose or activity other than those specified in Exhibit A.

E. The Recipient becomes bankrupt or insolvent, goes into receivership or becomes subject to the provisions of any bankruptcy, insolvency, or any other Act for the benefit of creditors, or makes a general assignment for the benefit of its creditors or otherwise acknowledges its insolvency;
F. The Recipient fails to provide to the City with any report, record, or documentation required by this Agreement, or t fails to provide any documentation requested by the City in accordance with the terms of this agreement;
G. The Recipient has made any material misrepresentation to the City or its representatives with respect to any of the matters contained herein and/or in the Recipient's funding submission/proposal/application for the Grant, or which have been made or may be made in the future surrounding these matters; H. The Recipient breaches any term of this Agreement, after notice from the City and a reasonable opportunity to cure the breach;

9. Compliance with Applicable Laws
Recipient shall carry out, and cause its contractors, consultants, employees and agents to carry out, the Activities, in compliance all applicable federal, state and local laws, rules, ordinances, orders, and regulations, including without limitation and to the extent applicable, the prevailing wage provisions of the federal Davis-Bacon Act and implementing rules and regulations and state prevailing wages pursuant to Labor Code Section 1770 et seq. Without limiting the foregoing, Recipient shall comply with ARPA, the regulations implements ARPA (31 CFR Part 35), any interpretative guidance issued by the United Stated Department of Treasury, and those Grant terms and conditions attached hereto as Exhibit B, and incorporated herein.

10. Non-Assignment
The Recipient shall not assign this Agreement, the Grant, or any part thereof, without the Prior written consent of the City. Any assignment in violation of this section shaU require an immediate repayment of the Grant to City by the Recipient.

11. Indemnity and Liability
A. The Recipient shall indemnify, defend with counsel acceptable to City, and hold harmless the City, its officials, officers, employees, and agents ("lndemnitees") from and against all liability, loss, cost, expense (including without limitation attorneys' fees and costs of litigation), claim, demand, action, suit, judicial or administrative proceeding, penalty, deficiency, fine, order, and damage (all of the foregoing collectively "Claims") which, directly or indirectly, arises out of or relates to this Agreement or the performance of the Activities, except to the extent the Claims arise from the gross negligence or willful misconduct of City.

Funding Contribution Agreement - $250,000
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B. The City shall not be liable to the Recipient or any other party in relation to the Grant and/or the services provided by the Recipient pursuant to the terms of this agreement. The Recipient shall be solely responsible for the payment of any individuals employed, engaged or retained by the Recipient for the purpose of assisting it in the fulfilment of its obligations under this agreement.

12. Insurance
The Recipient 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.

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 Recipient 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 Recipient shall, as a further express condition precedent to payment for work performed, affirm under penalty of perjury that the required insurance on the project remains in place and said insurance has not been cancelled. (a) Worker's Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000.
(b) General Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. This insurance shall indicate on the certificate of insurance the following coverages and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent The Recipients 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.

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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 Recipient 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 Recipient 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 Recipient to obtain and/or maintain any required insurance shall not relieve the Recipient from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Recipient 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 The Recipient for the City. The Recipient'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 Recipient must deliver certificates evidencing existence of the insurance listed above to the City prior to the time the contract is signed.

THE RECIPIENT 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, THE RECIPIENT 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 RECIPIENT'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 RECIPIENT'S insurance and shall not contribute with it.

13. Non-Discrimination
Recipient shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Recipient under this Agreement. Recipient shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Recipient, including but not limited to the satisfaction of any positive obligations required of Recipient thereby.

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14. NOTIFICATION
Any notice, communication, amendment, addition or deletion to this Agreement, including change of address of either Party during the term of this Agreement, which Recipient or City shall be required or may desire to make shall be in writing and may be personally served or, alternately, sent by prepaid first class mail to the respective Parties as follows:

To City:

City of Modesto
Attn: Edgar R. Garcia, Management Analyst
1010 10th Street
Modesto, CA 95353
To Recipient:

Modesto Convention and Visitors Bureau, Inc.
1008 12th Street
Modesto, CA 95354
Todd Aaronson, Chief Executive Officer
[email protected]
(209)526-5588

15. SEVERABILITY
If any portion of this Agreement or application thereof to any person or circumstance shall be declared invalid by a court of competent jurisdiction or if it is found in contravention of any federal, state or City statute, ordinance or regulation; the remaining provisions of this Agreement or the application thereof shall not be invalidated thereby and shall remain in full force and effect to the extent that the provisions of this Agreement are severable.

16. DISPUTE RESOLUTION
All claims, controversies, or disputes arising out of, or relating to the formation of this Agreement, or the breach, termination execution, enforcement, interpretation, or validity of this Agreement, including the determination of the scope or applicability of this contract provision shall be determined by binding arbitration in Modesto, California by one arbitrator, except as otherwise specified in this Agreement. The American Arbitration Association shall administer the arbitration under its Arbitration Rules then in effect, subject to the modifications of those rules contained in this paragraph. This agreement to arbitrate shall be specifically enforceable under the prevailing law of any court having jurisdiction, and the award rendered by the arbitrator may be entered in any court having jurisdiction. The appropriate venue for any arbitration or court proceeding relating to or arising out of this provision shall be in Stanislaus County, California.

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This paragraph is not intended to and does not waive the claim filing requirements found in California Government Code section 900 et seq. In the event that a timely and legally sufficient, arbitrable claim is filed by the Recipient 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 The Recipient so long as any issues presented by the claim are arbitrable. Claims rejected by City or by operation of law, shall be submitted by the Recipient 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 the Recipient. 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 the Recipient shall have the right, upon written notice, to take no more than three (3) depositions of the other as a matter of right in an arbitration proceeding under the "fast track" rules.

Whether or not City and the Recipient 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.

The Recipient shall include in all subcontracts a specification whereby the subcontractor consents to being joined in an arbitration between City and The Recipient involving the Funding Contribution Agreement - $250.000
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work of the subcontractor to be joined. The Recipient's failure to do so shall be a breach of this Agreement.

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

17. INDEPENDENT PARTIES
Nothing in this Agreement is intended to or shall establish the Parties as partners, coventurers, or principal and agent with one another. At all times during the term of this Agreement, Recipient and City shall be independent parties, and Recipient shall not be an employee of the City. Except as Recipient may specify in writing, Recipient shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Recipient shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. At all times during the term of this Agreement, Recipient and

18. ENTIRE AGREEMENT
This Agreement, including the exhibits attached hereto, represents the entire and integrated agreement between City and Recipient ant and supersedes all prior negotiations, representations, or agreements, either written or oral. No amendment of any of the terms or provisions of the Agreement shall be deemed valid unless it is in writing and signed by both Parties.

19. GENERAL PROVISIONS
A. Binding Agreement. This agreement shall be binding on and inure to the benefit of the City, the Recipient and their respective successors and assigns. Nothing contained in this Agreement is intended to or shall be deemed to confer upon any person, other than the Parties and their respective successors and assigns, any rights or remedies hereunder.

B. Severability. Any provision of this agreement, which is or becomes prohibited or unenforceable in any jurisdiction, shall not invalidate or impair the remaining provisions of this agreement which shall be deemed severable from the prohibited or unenforceable provision and any prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable that provision in any other jurisdiction.

C. Waiver. The fact that the City refrains from exercising a remedy it is entitled to exercise under this agreement shall not be considered to be a waiver of such right and, furthermore, partial or limited exercise of a right conferred upon the City shall not prevent the City in any way from later exercising any other right or remedy under this agreement or other applicable law. No waiver of any breach of any covenant or provision of this Agreement shall be deemed a waiver of any other covenant or provision hereof, and no waiver shall be valid unless in writing and executed by the waiving Party
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D. Business license. Recipient will have a valid City of Modesto Business license.

E. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding chose of law rules.

F. Construction of Agreement. The section headings and captions used herein are solely for convenience and shall not be used to interpret this Agreement. The Parties acknowledge that this Agreement is the product of negotiation and compromise on the part of both Parties, and the Parties agree, that since all of the Parties have participated in the negotiation and drafting of this Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if all Parties had prepared it.

G. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which taken together shall constitute one instrument. The persons executing this Agreement on behalf of Parties have been duly authorized to do so.

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IN WITNESS WHEREOF, the Parties have executed this MOU as of the effective date set forth above.

ITV OF MODESTO
By: ~
Jo~ P7opez
City Manager
City of Modesto, State of California
of the City of Modesto, State of California
PPROVED AS TO FORM:
ose M. Sanchez,
ity Attorney
Print Name & Title: -\ &,.~ ?tcro t\.Y\ ('\
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C.EO
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EXHIBIT A
---~\SI)-- --==
CONTACT: Todd Aaronson
TITLE: CEO

MODESTO

CALIFORNIA
VISIT MODE STO.C OH
ADDRESS: 1008 12th Street, Modesto, CA 95354
PHONE: 209.526.5588
EMAIL: [email protected]
URL: visitmodesto.com
BUSINESS NAME: Modesto Convention and Visitors Bureau, Inc.

EXECUTIVE COMMITTEE (SIGNEE OPTIONS):

Board Chair: Chris Murphy
Board Vice Chair: Thomas Lopes
Treasurer: Bert Tabrizi
FUNDING AMOUNT: $250,000- YEAR 1
Mo Impact ARPA Funding Outline presented by Visit Modesto Business Purpose (from by-laws):

The Corporation shall be non-profit and non-partisan and shall neither participate in nor lend its support to the election of any candidate for public office.

OBJECTIVE:

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GOALS:

SCOPE:

Note that by providing a myriad of destination promotions and programs there will be online and social popularity created for (and about) Modesto as a destination for regional business travel, youth sporting events, tour & travel buses as well as groups, conventions and special events.

Increase awareness of Modesto as a destination
Increase occupancy and/or average rate on an annual basis Develop programs (reasons) for visitors that influences future trips Increase 'time in market' for out of town travelers
Drive more group-oriented business leads due to destination value awareness Increase UGC (user generated content) and social engagement The initiatives will comprise of a combination of the following deliverables; Wayfinding;
This project will initiate a citywide approach to finding information and places of interest, entertainment, shopping and dining as budget allows. The program would allow sections of Modesto to maintain an independent image while fitting into the grand citywide wayfinding schema. Phase I would be to concept where wayfinding is needed to find Visit Modesto and amplify downtown with info kiosks and a lighting theme that includes the winter holiday season. Phase II, depending upon budget, would be to implement installation of directional wayfinding signage as noted in Phase I.

Seasonal Initiatives;
These programs are based upon creating awareness of audience specific reasons to visit Modesto.

The key programs under consideration for seasonal initiatives that would be sustainable on an annual basis are;
o Winter/Get Mo Cheer - Holidays in Modesto focused on activities and events with Modesto on Ice, Holiday Parade and Rockin' Holidays as centerpieces from mid-November through mid-January.
o Early Spring/ Almond Blossom Cruise - the focus will shift to include national/international overnight guests as well as regional drive tourism
o Spring/Outdoor Events; recreation focused with the Modesto Marathon/Marathon Weekend to include all things in the region based upon outdoor things to do with continued communications through early winter (running, cycling, kayaking, fishing, hiking, trail riding, etc.).
o Summer/Ag Tourism and more-As noted below, Agricultural Tourism is the foundation upon which we will build interest in the region April through August. This will include a form of Graffiti Summer and car culture as one of the many activities for entertainment during this season.

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o Fall/Get Mo Pink (or similar) - This will be a month-long focus on programs, partners and events that celebrate women's culture and raise awareness for women's advocacy programs. This initiative will have a unique mission to drive 'giving back' and may include other local programs plus support of breast cancer programs in the area, Haven House and other women's support programs.

Agricultural Tourism;
According to U.C. Davis, "Agricultural tourism is a commercial enterprise at a working farm or ranch conducted for the enjoyment and education of visitors, and that generates supplemental income for the owner or operator. Agritourism can include farm stands or shops, U-pick, farm stays, tours, onfarm classes, fairs, festivals, pumpkin patches, corn mazes, Christmas tree farms, winery weddings, orchard dinners, youth camps, barn dances, hunting or fishing, guest ranches, and more." Visit Modesto will work with the support offered by the State of California and guidance of the U.C.

Davis program to develop more programs, like the Almond Blossom Cruise, to drive increased interest and tourism highlighting the bounties of the area.

Sustainable/Environmental Tourism;
Working with programs like KindTravel through the Visit California partnership, Visit Modesto will work towards creating environmentally focused programming, destination sustainability and other initiatives that fit into the new trend for this type of considerate travel and support of visiting destinations that consider the environmental initiatives.

Arts & Entertainment;
Working with local artists, entertainment venues, restaurants and special events, Visit Modesto will be creating programs that drive interest in the arts, food, music and cultural programs of the area. A specific focus will be on original and creative programs as well as events that bring popular artists to play in Modesto. This initiative will have a focus on events that are both free to the public (locals included) and also ticketed events at private venues.

Special Programs;
Over the next 36 months Visit Modesto will be working with local businesses, entrepreneurs and partners to develop several annual 'weekend' programs that celebrate cuisine, wine, spirits, agriculture and culture. These would range from Food & Wine education weekends to Family Fun weekends.

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PROPOSED TIMELINE and BUDGET;
The first program anticipated to launch will be in March 2022 and extend into 2023 as follows; Item ARPAYear1 ARPAYear2 Project Total
Wayfinding - Tourism Specific $35,000.0 $40,000.0 $75,000.0 Seasonal Initiatives $55,000.0 $65,000.0 $120,000.0
Agricultural Tourism $75,000.0 $75,000.0 $150,000.0
Arts & Entertainment $35,000.0 $20,000.0 $55,000.0
Sustainable/Environmental $20,000.0 $25,000.0 $45,000.0 Special Programs $30,000.0 $25,000.0 $55,000.0
TOTAL SPENDING $250,000.0 $250,000.0 $500,000.0

FINANCIAL TRACKING
Visit Modesto will track the results of each program using a variety of tools; Financial; a new 'fund' allocation has been created by our book keeper (PBF CPA) for ARPA tracking specifically. All expenses associated with ARPA shall be coded and tracked with vendor, amounts and other info included.

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1. Use of Funds.

EXHIBIT B
U.S. DEPARTMENT OF THE TREASURY

CORONAVIRUS LOCAL FISCAL RECOVERY FUND

AWARD TERMS AND CONDITIONS
a. Recipient understands and agrees that the funds disbursed under this award may only be used in compliance with section 603(c) of the Social Security Act (the Act), U.S.

Department of Treasury's (''Treasury'') regulations implementing that section, and guidance issued by Treasury regarding the foregoing.
b. Recipient will determine prior to engaging in any project using this assistance that it has the institutional, managerial, and financial capability to ensure proper planning, management, and completion of such project.

2. Period of Performance. The period of performance for this award begins on the date hereof and ends on December 31, 2026. As set forth in Treasury's implementing regulations, Recipient may use award funds to cover eligible costs incurred during the period that begins on March 3, 2021, and ends on December 31, 2026.

3. Reporting. Recipient agrees to comply with any reporting obligations established by Treasury as they relate to this award.

4. Maintenance of and Access to Records
a. Recipient shall maintain records and financial documents sufficient to evidence compliance with section 603(c) of the Act, Treasury's regulations implementing that section, and guidance issued by Treasury regarding the foregoing. b. The Treasury Office of Inspector General and the Government Accountability Office, or their authorized representatives, shall have the right of access to records (electronic and otherwise) of Recipient in order to conduct audits or other investigations. c. Records shall be maintained by Recipient for a period of five (5) years after all funds have been expended or returned to Treasury, whichever is later.

5. Pre-award Costs. Pre-award costs, as defined in 2 C.F.R. § 200.458, may not be paid with funding from this award.

6. Administrative Costs. Recipient may use funds provided under this award to cover both direct and indirect costs.

7. Cost Sharing. Cost sharing or matching funds are not required to be provided by Recipient.

8. Conflicts of Interest. Recipient understands and agrees it must maintain a conflict of interest policy consistent with 2 C.F.R. § 200.318(c) and that such conflict of interest policy is applicable to each activity funded under this award. Recipient and subrecipients must disclose in writing to Funding Contribution Agreement - $250,000
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Treasury or the pass-through entity, as appropriate, any potential conflict of interest affecting the awarded funds in accordance with 2 C.F.R. § 200.112.

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i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d et seq.) and Treasury's implementing regulations at 31 C.F.R. Part 22, which prohibit discrimination on the basis of race, color, or national origin under programs or activities receiving federal financial assistance;
ii. The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§ 3601 et seq.), which prohibits discrimination in housing on the basis of race, color, religion, national origin, sex, familial status, or disability; iii. Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of disability under any program or activity receiving federal financial assistance;
iv. The Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101 et seq.), and Treasury's implementing regulations at 31 C.F.R. Part 23, which prohibit discrimination on the basis of age in programs or activities receiving federal financial assistance; and
v. Title II of the Americans with Disabilities Act of 1990, as amended (42 U.S.C. §§ 12101 et seq.), which prohibits discrimination on the basis of disability under programs, activities, and services provided or made available by state and local governments or instrumentalities or agencies thereto.

10. Remedial Actions. In the event of Recipient's noncompliance with section 602 of the Act, other applicable laws, Treasury's implementing regulations, guidance, or any reporting or other program requirements, Treasury may impose additional conditions on the receipt of a subsequent tranche of future award funds, if any, or take other available remedies as set forth in 2 C.F.R. § 200.339. In the case of a violation of section 602(c) of the Act regarding the use of funds, previous payments shall be subject to recoupment as provided in section 602(e) of the Act and any additional payments may be subject to withholding as provided in sections 602(b)(6)(A)(ii)(III) of the Act, as applicable.

12. False Statements. Recipient understands that making false statements or claims in connection with this award is a violation of federal law and may result In criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or contracts, and/or any other remedy available by law.

13. Publications. Any publications produced with funds from this award must display the following language: "This project [is being] [was] supported, in whole or in part, by federal award number SLFRP2096 awarded to County of Stanislaus by the U.S. Department of the Treasury."

14. Debts Owed the Federal Government.

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a. Any funds paid to Recipient (1) in excess of the amount to which Recipient is finally determined to be authorized to retain under the terms of this award; (2) that are determined by the Treasury Office of Inspector General to have been misused; or (3) that are determined by Treasury to be subject to a repayment obligation pursuant to sections 602(e) and 603(b)(2)(D) of the Act and have not been repaid by Recipient shall constitute a debt to the federal government.
b. Any debts determined to be owed the federal government must be paid promptly by Recipient. A debt is delinquent if it has not been paid by the date specified in Treasury's initial written demand for payment, unless other satisfactory arrangements have been made or if the Recipient knowingly or improperly retains funds that are a debt as defined in paragraph 14(a). Treasury will take any actions available to it to collect such a debt.

16. Protections for Whistleblowers.
a. In accordance with 41 U.S.C. § 4712, Recipient may not discharge, demote, or otherwise discriminate against an employee in reprisal for disclosing to any of the list of persons or entities provided below, information that the employee reasonably believes is evidence of gross mismanagement of a federal contract or grant, a gross waste of federal funds, an abuse of authority relating to a federal contract or grant, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a federal contract (including the competition for or negotiation of a contract) or grant. b. The list of persons and entities referenced in the paragraph above includes the following:
i. A member of Congress or a representative of a committee of Congress; ii. An Inspector General;
iii. The Government Accountability Office;
iv. A Treasury employee responsible for contract or grant oversight or management;
v. An authorized official of the Department of Justice or other law enforcement agency;
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vi. A court or grand jury; or
vii. A management official or other employee of Recipient, contractor, or subcontractor who has the responsibility to investigate, discover, or address misconduct.
c. Recipient shall inform its employees in writing of the rights and remedies provided under this section, in the predominant native language of the workforce.

ASSURANCES OF COMPLIANCE WITH CIVIL RIGHTS REQUIREMENTS ASSURANCES OF COMPLIANCE WITH TITLE VI OF THE CIVIL RIGHTS ACT OF 1964 As a condition of receipt of federal financial assistance from the Department of the Treasury, the recipient named below (hereinafter referred to as the "Recipient'') provides the assurances stated herein. The federal financial assistance may include federal grants, loans and contracts to provide assistance to the Recipient's beneficiaries, the use or rent of Federal land or property at below market value, Federal training, a loan of Federal personnel, subsidies, and other arrangements with the intention of providing assistance. Federal financial assistance does not encompass contracts of guarantee or insurance, regulated programs, licenses, procurement contracts by the Federal government at market value, or programs that provide direct benefits.

The assurances apply to all federal financial assistance from or funds made available through the Department of the Treasury, including any assistance that the Recipient may request in the future.

The Civil Rights Restoration Act of 1987 provides that the provisions of the assurances apply to all of the operations of the Recipient's program(s) and activity(ies), so long as any portion of the Recipient's program(s) or activity(ies) is federally assisted in the manner prescribed above.

2. Recipient acknowledges that Executive Order 13166, "Improving Access to Services for Persons with Limited English Proficiency," seeks to improve access to federally assisted programs and activities for individuals who, because of national origin, have Limited English proficiency (LEP).

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because of LEP is a form of national origin discrimination prohibited under Title VI of the Civil Rights Act of 1964 and the Department of the Treasury's implementing regulations. Accordingly, Recipient shall initiate reasonable steps, or comply with the Department of the Treasury's directives, to ensure that LEP persons have meaningful access to its programs, services, and activities. Recipient understands and agrees that meaningful access may entail providing language assistance services, including oral interpretation and written translation where necessary, to ensure effective communication in the Recipient's programs, services, and activities.

4. Recipient acknowledges and agrees that compliance with the assurances constitutes a condition of continued receipt of federal financial assistance and is binding upon Recipient and Recipient's successors, transferees, and assignees for the period in which such assistance is provided.

5. Recipient acknowledges and agrees that it must require any sub-grantees, contractors, subcontractors, successors, transferees, and assignees to comply with assurances 1-4 above, and agrees to incorporate the following language in every contract or agreement subject to Title VI and its regulations between the Recipient and the Recipient's sub-grantees, contractors, subcontractors, successors, transferees, and assignees:

The sub-grantee, contractor, subcontractor, successor, transferee, and assignee shall comply with Title VI of the Civil Rights Act of 1964, which prohibits recipients of federal financial assistance from excluding from a program or activity, denying benefits of, or otherwise discriminating against a person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury's Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this contract (or agreement). Title VI also includes protection to persons with "Limited English Proficiency" in any program or activity receiving federal financial assistance, 42 U.S.C. § 2000d et seq., as implemented by the Department of the Treasury's Title VI regulations, 31 CFR Part 22, and herein incorporated by reference and made a part of this contract or agreement.

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9. Recipient must provide documentation of an administrative agency's or court's findings of noncompliance of Title VI and efforts to address the non-compliance, including any voluntary compliance or other agreements between the Recipient and the administrative agency that made the finding. If the Recipient settles a case or matter alleging such discrimination, the Recipient must provide documentation of the settlement. If Recipient has not been the subject of any court or administrative agency finding of discrimination, please so state.

Under penalty of perjury, the undersigned official(s) certifies that official(s) has read and understood the Recipient's obligations as herein described, that any information submitted in conjunction with this assurances document is accurate and complete, and that the Recipient is in compliance with the aforementioned nondiscrimination requirements.

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EXHIBIT C

ANNUAL REPORTING REQUIREMENTS
Contractors shall use Exhibit C to provide an annual performance report.

Notes on using this template
All contractors that are recipients of State and Local Fiscal Recovery Funds (SLFRF) awards are required to produce an Annual Report. The Annual Report provides information on the contractor's project and how they plan to ensure program outcomes are achieved in an effective and equitable manner.

Annual Report Period Covered Due Date
1 Award - June 30, 2022 July 15, 2022
2 July 1, 2022 -June 30, 2023 July 15, 2023
3 July 1, 2023 - June 30, 2024 July 15, 2024
4 July 1, 2024 - June 30, 2025 July 15, 2025
5 July 1, 2025 - June 30, 2026 July 15, 2026
6 July 1, 2026 - December 31, 2026 January 15, 2027
Instructions:

Recipient recommends the use of infographics, tables, charts, pictures, case studies, and other explanatory elements in describing their programs.

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GENERAL OVERVIEW
Uses of Funds
Modesto Convention and Visitors Bureau, Inc.
202x Annual Report
Describe in further detail contractor's intended and actual uses of the funds, such as how contractor's approach would help support a strong and equitable recovery from the COVID-19 pandemic and economic downturn. Describe any strategies employed to maximize programmatic impact and effective, efficient, and equitable outcomes. Given the broad eligible uses of funds and the specific needs of the jurisdiction, explain how the funds would support the communities, populations, or individuals in the County. Address how you are promoting each of the following Expenditure Categories, to the extent they apply:
a. Evaluation and Data Analysis
Promoting equitable outcomes
If applicable, describe how contractor's planned or current use of funds prioritizes economic and racial equity as a goal, names specific targets intended to produce meaningful equity results at scale, and articulates the strategies to achieve those targets. Explain how contractor's overall equity strategy translates into the specific services or programs offered by Contractor in the following Expenditure Categories:
a. Negative Economic Impacts (EC 2): assistance to households, small businesses, and nonprofits to address impacts of the pandemic, which have been most severe among low-income populations. This includes assistance with food, housing, and other needs; employment programs for people with barriers to employment who faced negative economic impacts from the pandemic (such as residents of low-income neighborhoods, minorities, disconnected youth, the unemployed, formerly incarcerated people, veterans, and people with disabilities); and other strategies that provide disadvantaged groups with access to education, jobs, and opportunity.
b. Services to Disproportionately Impacted Communities (EC 3): services to address health disparities and the social determinants of health, build stronger neighborhoods and communities (e.g., affordable housing), address educational disparities (e.g., evidence-based tutoring, community schools, and academic, social-emotional, and mental health supports for high poverty schools), and promote healthy childhood environments (e.g., home visiting, child care).

If applicable, describe contractor's efforts to date and Intended outcomes to promote equity using qualitative and quantitative data on how the jurisdiction's approach achieved or promoted equitable outcomes or progressed against equity goals. Describe any constraints or challenges that impacted project success in terms of increasing equity.

Funding Contribution Agreement - $250,000
#2..
- 60 -
Describe the geographic and demographic distribution of funding, including whether it is targeted toward traditionally marginalized communities.

Community Engagement
Describe how contractor's planned or current use of funds incorporates written, oral, and other forms of input that capture diverse feedback from constituents, community-based organizations, and the communities themselves. Where relevant, this description must include how funds will build the capacity of community organizations to serve people with significant barriers to services, including people of color, people with low incomes, limited English proficiency populations, and other traditionally underserved groups.

Funding Contribution Agreement - $250,000
#2..
- 61 -

EXHIBIT D

QUARTERLY PROJECT AND EXPENDITURE REPORT REQUIREMENTS
Contractor shall use Exhibit D to provide a quarterly project and expenditure report.

ARPA QUARTERLY PROJECT AND EXPENDITURE REPORT
Reporting on State and Local Fiscal Recovery Funds (SLFRF)

PROJECT
Name of Entity: Project Name:

Reporting Period Start Date: Reporting Period End Date:

Expenditure Category:

7.2 Evaluation and Data Analysis
Please provide a brief description of the activities conducted:

Category
7 Administrative

7.2 Evaluation and Data Analysis
[PLEASE SELECT ONE]
5073284.1

EXPENDITURES
Cumulative Cumulative
Expenditures to Obligations to
date($) date($)

PROJECT STATUS
Funding Contribution Agreement - $250,000
Current Period
Expenditures
Current Period
Obligations
#2..
- 62 -

CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

November 14, 2022
Date: October 26, 2022
TO: Safety and Communities Committee
Chris Ricci, Chair
Sue Zwahlen, Vice-Chair
Rosa Escutia-Braaton, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Laurie A. Smith, Director of Parks, Recreation and Neighborhoods Department SUBJECT: Lease Agreement and Purchase Order with Williams Scotsman, Inc. for Modular Building at Dryden Golf Course
CONTACT: Laurie A. Smith, Director, [email protected], 209-577-5347 DESCRIPTION:

Consider approving an Amendment to Lease Agreement for the Modular Building at Dryden Golf Course and approving the increase of a Purchase Order with Williams Scotsman, Inc., Fresno, California, for a revised total not to exceed $95,000; and forwarding to Council for approval. (Funding Source: Golf Fund)
STRATEGIC PLAN ELEMENT:

This item supports the City of Modesto 2020-2025 Strategic Plan focus on Quality of Life, Goal D: provide safe, efficient, and reliable infrastructure through proactive community investment, maintenance and sustainability efforts.

BACKGROUND:

On August 4, 2020, the Dryden Golf Park Clubhouse was heavily damaged by a fire. The Modesto Fire Department responded to the fire, located at 920 Sunset Avenue, and extinguished the blaze before the building was a complete loss.

The City contacted Alliant, the City’s property insurance provider, to establish a claim and to identify the next steps. The insurance provider contacted Williams Scotsman, Inc. (WillScot) to lease a modular building for Golf Course operations while the building was being secured. The office modular allowed for Golf Course operations to continue with minimal impact to the Golfers. #3..
- 63 -
Safety & Communities Committee, November 14, 2022
Lease Agreement and Purchase Order with Williams Scotsman, Inc. for Modular Building at Dryden Golf Course

Page 2 of 3 ends

DISCUSSION:

The City’s insurance provider reached out to staff to transition lease ownership for the modular building to the City. Alliant cited that their services were no longer needed but the modular had to remain until the Clubhouse was rebuilt. At the time, staff was unsure when the clubhouse would be rebuilt and estimated a 12-month minimum agreement.

To ensure a seamless transition without interruption of Golf Course operations, staff completed a bid waiver so that the City could assume ownership of the lease agreement. Formal bidding procedures require the City to issue a Request for Bids; however, the length of time required to issue a bid would have required closure of the golf course until a vendor was selected. This would have caused a loss of green fee revenue to the City.

On March 16, 2021, the bid waiver was approved, and the transition of the lease occurred. Since then, staff continued to complete the steps required to rebuild the clubhouse. As the lease agreement neared its end in March 2022, staff contacted the vendor to transition the lease to a month-to-month lease.

The City is now nearing $50,000 in payments to the vendor which requires a formal bid and agreement. However, the increased costs of switching vendors and possibly closing the golf course would cause a loss in green fee revenue. Purchasing approved extending the lease with WillScot due to these factors.

Staff anticipates the Dryden Golf Clubhouse renovation to be completed by late 2024. As such, this lease agreement is being extended to December 28, 2024. The monthly cost is estimated at $1,776 per month. Staff is requesting the existing Purchase Order to be increased by $45,362 from $49,638 to $95,000. This increase will cover the twenty-four (24) month extension and any applicable fees and/or taxes.

Modesto Municipal Code Section (MMC) 8-3.204 generally requires all purchases, in excess of fifty thousand dollars ($50,000) to follow formal bid procedures. However, MMC 8-3.204(d) provides that a purchase may be exempted from the City’s formal bidding requirement 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 procurement for the City at the lowest possible cost commensurate with the desired quality. WillScot qualifies for exemption from the formal bidding procedure in accordance with MMC 8-3.204(d) because a change in vendor would incur removal and installation fees as well as a possible loss in green fee revenue while the building is being replaced.

FISCAL IMPACT:

The total amount expended to date is $36,910 for the modular building, since the initial lease agreement began in March 2021. All expenses are fully funded in the multi-year project for the Dryden Golf Clubhouse Renovation (No. 101294). Expenses are reimbursed through payments made by the City’s insurance provider. Alliant has issued two payments to the City totaling $700,000. Staff anticipates receiving additional funding soon to cover monthly expenses for the Clubhouse through 2024. These funds will cover all costs associated with the lease extension. #3..
- 64 -
Safety & Communities Committee, November 14, 2022
Lease Agreement and Purchase Order with Williams Scotsman, Inc. for Modular Building at Dryden Golf Course

Page 3 of 3 ends

RECOMMENDED COMMITTEE ACTION:

Staff Recommendation:

Motion approving the Amendment to Lease Agreement for the Modular Building at Dryden Golf Course and approving the increase of a Purchase Order with Williams Scotsman, Inc., Fresno, California, for a revised total not to exceed $95,000; and forwarding to Council for approval.

Approved by:

Laurie A. Smith, Director
Parks, Recreation & Neighborhoods Department
Joseph P. Lopez, City Manager
Attachments:

1. WillScot Lease Agreement No. 1437388

2. WillScot Amendment to Lease Agreement
#3..
- 65 -
I I Williams Scotsman, Inc.

WI L LS COT 2829 S. Chestnut Avenue
• _ Fresno, CA 93725-2224
Lease Agreement
Lessee: 23645637
City of Modesto
123
Modesto, California, 95351
TM
Contact:

Bob Quintella
123
Modesto, CA, 95351
Phone: 209 324 8495
Your Williams Scotsman Representative
Cole Curtis
Phone: 559-498-5905
Ship To Address:

Contract Number:1437388
Revision: 1
Date: March 03, 2021
920 Sunset Ave, .

MODESTO, CA, 95351 .

E-mail: [email protected]
Delivery Date(on or about):
3/12/2021
Rental Pricing Per Month
64x12 Mobile Office (60x12 Box)
Bas. Entrance-Steps T2
General Liability - Allen Insurance
Property Damage Waiver (11 /12)
ADA/IBC Ramp -w/ switchback
Prof. 2-Office/Conf Package T2
Minimum Lease Term: 12 Months
Delivery & Installation
Final Return Charges*
Tiedown-Asphalt Removal
Skirting Removal - Wood LF
Ramp - Knockdown & Return
Teardown
Return Freight
Scope Of Work '
Unit Number:

Quantity Price
$799.00
$75.00
$22.00
$89.00
$325.00
$250.00
Total Monthly Building Charges:
• Subtotal of Other Monthly Charges:

Total Rental Charges Per Month:

Total Delivery & Installation Charges:
12 144
1 $47.92
$7.33
$1 ,452.00
$240.00
$1 ,410.34
Due On Final Invoice*:

Total Charges Including ( 12 ) Month Rental, Delivery, Installation & Return*•:

Extended
$799.00
$75.00
$22.00
$89.00
$325.00
$250.00
$799.00
$761.00
$1,560.00
$0.00
$575.04
$1 ,055.52
$1,452.00
$240.00
$1,410.34
$4,732.90
$23,452.90
*Please note this quote accounts for any Prevailing Wage Labor Rates. This does not account for Permits or Pilot Cars that may be required for delivery/ return. Any applicable taxes or fees will be listed on the initial invoice. Building comes with Pre-Wired CAT-6 Phone/Data Hub & Window/Door Security included. Rates will be itemized on the initial invoice.

Summary of Charges
Model: MO6412 QUANTITY: Total Charges for (1) Building(s): $23,452.90 #3..
- 66 -

I WILLSCOT
I Williams Scotsman, Inc.
2829 S. Chestnut Avenue
Fresno, CA 93725-2224
TM
Your Williams Scotsman Representative ·
Cole Curtis
Phone: 559-498-5905
Email: [email protected]
Toll Free: 800-782-1500

INSURANCE REQUIREMENTS AODENDUM

QTY PRODUCT
MO6412
Lessee:City of Modesto

EQUIPMENT VALUE/BUILDING
$31795.00

DEDUCTIBLE PER UNIT
$3000.00
Contract Number:1437388
Revision: 1
Date: March 03, 2021
Pursuant to the Williams Scotsman Lease Agreement and its Terms and Conditions ("Agreement"), a Lessee is obligated to provide insurance to Williams Scotsman, Inc. {"Lessor") with the following insurance coverage:

1. Commercial General Liability Insurance: policy of combined bodily injury and property damage insurance insuring Lessee and Lessor against any liability arising out of the use, maintenance, or possession of the Equipment. Such insurance shall be in an amount not less than $1 ,000,000 per occurrence, naming the Lessor as Additional Insured and Loss Payee.

2. Commercial Property Insurance: covering all losses or damage, in an amount equal to 100% of the Equipment Value set forth in the Lease providing protection against perils included within the classification and special extended perils (all "risk" insurance), naming the Lessor as Additional Insured and Loss Payee.

By signing below, the Lessee agrees to the terms and conditions stated herein. All other general Terms and Conditions of the Agreement shall remain the same and in full force and effect. Each party is hereby authorized to accept and rely upon a facsimile or electronic signature of the other party on this Addendum. Any such signature shall be treated as an original signature for all purposes.

Commercial General Liability Insurance
Lessee elects to participate in the Commercial General Liability Insurance Program, whereby Lessee will receive insurance coverage through American Southern Insurance Company ("Insurer") and administered by Allen Insurance Group ("Agent"). The Lessee acknowledges and agrees that the policy issued by the Insurer is a third party liability policy that covers those amounts that Lessee is legally obligated to pay due to bodily insurance and property damage arising from the proper use and occupancy of Equipment leased from Williams Scotsman up to the policy limits. Coverage is subject to underwriting and specific terms and conditions set forth in the policy. An outline of cover is available upon request. By signing below, Lessee understands and agrees that the Lessor is not providing the insurance coverage and serves only as a billing agent for the Insurer and its Agent; and, accordingly, it assumes no liability therefore.

Signature of Lessee: ~..,.,._...,_~~-- -----PrintName: ~o/~ Date:

Damage Waiver Program
Lessee elects to participate in the Lessor's Damage Waiver Program. Lessee understands and agrees that under this program, the Lessor waives, for a fee, Lessee's obligation to carry Commercial Property Insurance and Lessee's liability to Lessor for rep.,iir or_replacement of the modular units leased from Williams Scotsman resulting from loss or damage as specified in the Lease Agreement. Lessee remains liable to Williams Scotsman for the amount of the damage deductible per unit of equipment noted above. Please refer to the Agreement for specific details on coverage, exclusions and restrictions on coverage. The Property Damage Waiver is not and shall not constitute a contract for insurance. s;goat,reofles~ec ~ Pdo!Namec J"'¥/.7t.-wz_ Date _ q__, IZ.7( 1 Please return this signed document with the signed lease agreement ifitr
#3..
- 67 -
I I Williams Scotsman, Inc.

WI L LS COT 2829 S. Chestnut Avenue
• • Fresno, CA 93725-2224
T"
Clarifications
Your Williams Scotsman Representative
1Cole Curtis
Phone: 559-498-5905
Email: [email protected]
Toll Free: 800-782-1500
Contract Number:1437388
Revision: 1
Date: March 03, 2021
*Final Return Charges are estimated and will be charged at Lessor's market rate at time of return for any Lease Term greater than twelve (12) months. **All prices exclude applicable taxes. All Lessees and Leases are subject to credit review. In addition to the stated prices, customer shall pay any local, state or provincial, federal and/or personal property tax or fees related to the equipment identified above ("Equipment"), its value or its use. Lessee acknowledges that upon delivery of the Equipment, this Agreement may be updated with the actual serial number(s), delivery date(s), lock serial number(s), etc, if necessary and Lessee will be supplied a copy of the updated information. Prices exclude taxes, licenses, permit fees, utility connection charges, site preparation and permitting which is the sole responsibility of Lessee, unless otherwise expressly agreed by Lessor in writing.

Lessee is responsible for locating and marking underground utilities prior to delivery and compliance with all applicable code requirements unless otherwise expressly agreed by the Lessor in writing. Price assumes a level site with clear access. Lessee must notify Lessor prior to delivery or return of any potentially hazardous conditions or other site conditions that may otherwise affect delivery, installation, dismantling or return of any Equipment.

Failure to notify Lessor of such conditions will result in additional charges, as applicable. Physical Damage & Commercial Liability insurance coverage is required beginning on the date of delivery. Lessor is not responsible for changes required by code or building inspectors. Pricing is valid for thirty (30) days.

Please note the following important billing terms:

In addition to the first month rental and initial charges, last month rent for building, other monthly rentals/service (excluding last month for General Liability Insurance and Property Damage Waivers), will be billed on the initial invoice. Any amounts prepaid to Williams Scotsman will be credited on the final invoice.

Invoices are due on receipt, with a twenty (20) day grace period. Interest will be applied to all past due amounts.

Invoices are due on receipt, with a twenty (20) day grace period. Late fees will be applied to all past due amounts.

Williams Scotsman preferred method of payment is ACH . Payments made by check are subject to a Paper Check Fee, charged on the next invoice following payment by check.

Williams Scotsman preferred method of invoicing is via electronic transmission. Customers are encouraged to provide an email address or use BillTrust. Invoices sent standard mail are subject to a paper invoice fee, charged on the following invoice.

Lessor hereby agrees to lease to Lessee and Lessee hereby agrees to lease from Lessor Modular Equipment and Value Added Products (as such items are defined in Lessor's General Terms & Conditions) selected by Lessee as set forth in this Agreement. All such items leased by the Lessee for purposes of this Lease shall be referred to collectively as the "Equipment". By its signature below, Lessee hereby acknowledges that it has read and agrees to be bound by the Lessor's General Terms & Conditions (09-01-19) located on Lessor's internet site {https://www.willscot.com/About/terms-conditions) in their entirety, which are incorporated herein by reference and agrees to lease the Equipment from Lessor subject to the terms therein. Although Lessor will provide Lessee with a copy of the General Terms & Conditions upon written request, Lessee should print copies of this Agreement and General Terms & Conditions for record keeping purposes. Each party is authorized to accept and rely upon a facsimile signature, digital, or electronic signatures of the other party on this Agreement. Any such signature will be treated as an original signature for all purposes and shall be fully binding. The undersigned represent that they have the express authority of the respective party they represent to enter into and execute this Agreement and bind the respective party thereby.

Invoicing Options (select one)
[ ]Paperless Invoicing Option
Willia s cotsman prefers electronic invoicing, an efficient, convenient and environmentally friendly process. To avoid fees, provide us with the proper email address for your invoices.

A/P Email: APVuzdorS € moc/4.s+oqov. Com
A/P Email on File:

Signatures
Lessee:: City of Modesto
Signature:

Print Nam
Title:

Date:

PO#
PLEASE RETURN SIGNED AGREEMENT TO: [email protected] Lessor:
[ ]Standard Mail Option
Customer prefers to receive paper invoice via mail. Fees may apply.

Invoices will be mailed to:
123
Modesto California 95351
Enter a new billing address: _____ ______ __ _
Williams Scotsman, Inc.

Signature:

Print Name:

Title:

Date:
#3..
- 68 -
I I Williams Scotsman, Inc.

WI L LS COT 2829 S. Chestnut Avenue
• • Fresno, CA 93725-2224
Lease Agreement
Lessee:

City of Modesto
123
Modesto, California, 95351
TM
Contact:

Bob Quintella
123
Modesto, CA, 95351
Phone: (209) 577-6217
Your WIiiiams Scotsman Representative
Cole Curtis
Phone: 559-498-5905
Email: [email protected]
Toll Free: 800-782-1500
Ship To Address:

Contract Number:1437388
Revision: 1
Date: March 03, 2021
920 Sunset Ave,
MODESTO, CA, 95351
E-mail: [email protected]
Delivery Date(on or about):
3/12/2021
Rental Pricing Per Month
64x12 Mobile Office (60x12 Box) Unit Number:

Bas. Entrance-Steps T2
General Liability - Allen Insurance
Property Damage Waiver (11/12)
ADA/IBC Ramp -w/ switchback
Prof. 2-Office/Conf Package T2
Minimum Lease Term: 12 Months
Delivery & Installation
Final Return Charges•
Tiedown-Asphalt Removal
Skirting Removal - Wood LF
Ramp - Knockdown & Return
Teardown
Return Freight
Quantity Price
$799.00
$75.00
$22.00
$89.00
$325.00
$250.00
Total Monthly Building Charges:

Subtotal of Other Monthly Charges:

Total Rental Charges Per Month:

Total Delivery & Installation Charges:
12 144
$47.92
$7.33
$1,452.00
$240.00
$1,410.34
Due On Final Invoice•:

Total Charges Including ( 12) Month Rental, Delivery, Installation & Return":

Scope Of Work
Extended
$799.00
$75.00
$22.00
$89.00
$325.00
$250.00
$799.00
$761.00
$1,560.00
$0.00
$575.04
$1,055.52
$1,452.00
$240.00
$1,410.34
$4,732.90
$23,452.90
*Please note this quote accounts for any Prevailing Wage Labor Rates. This does not account for Permits or Pilot Cars that may be required for delivery/ return. Any applicable taxes or fees will be listed on the initial invoice. Building comes with Pre-Wired CAT-6 Phone/Data Hub & Window/Door Security included. Rates will be itemized on the initial invoice.

Summary of Charges
Model: MO6412 QUANTITY: Total Charges for (1) Building(s): $23,452.90 #3..
- 69 -
I I Williams Scotsman, Inc.

WI L LS COT 2829 S. Chestnut Avenue
• • Fresno, CA 93725-2224
TM

INSURANCE REQUIREMENTS ADDENDUM
Your Williams Scotsman Representative
Cole Curtis
Phone: 559-498-5905
Email: [email protected]
Toll Free: 800-782-1500

QTY PRODUCT
MO6412

EQUIPMENT VALUE/BUILDING
$31795.00

DEDUCTIBLE PER UNIT
$3000.00
Lessee:City of Modesto
Contract Number:1437388
Revision: 1
Date: March 03, 2021
Pursuant to the Williams Scotsman Lease Agreement and its Terms and Conditions ("Agreement"), a Lessee is obligated to provide insurance to Williams Scotsman, Inc. ("Lessor") with the following insurance coverage:

SignatureofLessee: ~ Print Name: , ~k Date: ~ .. ,._·I .. J._.•~------- Damage Waiver Program
Lessee elects to participate in the Lessor's Damage Waiver Program. Lessee understands and agrees that under this program, the Lessor waives, for a fee, Lessee's obligation to carry Commercial Property Insurance and Lessee's liability to Lessor for repair or replacement of the modular units leased from Williams Scotsman resulting from loss or damage as specified in the Lease Agreement. Lessee remains liable to Williams Scotsman for the amount of the damage deductible per unit of equipment noted above. Please refer to the Agreement for specific details on coverage, exclusions and restrictions on coverage. The Property Damage Waiver is not and shall not constitute a contract for insurance.

Signature of Lessee: Jfa ---~......_,__:....:;.., _ ____ Print Name: J~~e_ Date:

Please return this signed document with the signed lease agreement #3..
- 70 -
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W I LL I AMS
SCOTSMAN 800. 782.1500
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Size
64' Long (including hitch)
60' Box size
12' Wide nominal
8' Ceiling height nominal
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Grid ceiling
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Electric
Fluorescent ceiling lights
120/240 volt single phase electric
100 AMP breaker panel
Windows/Doors
Horizontal slider windows
Std doors w/ vison panel, std lockset
M06412

MOBILE OFFICE

FLOOR PLAN
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Exterior Finish/Frame
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Wood siding & trim
I-Beam outrigger frame
Standard drip rail gutters
Heating & Cooling
Wall mount HVAC
Additional floor plans available. Floor plans and specifications may vary from those shown and are subject to in-stock availability.

CAD FILE: I OWG # f REV# I REP: I APPROVAL:

WS2013· IA-1 10 I . I ---------~---------+--------4--------~ SCALE: I SERIAL#: I DATE I OWN BY: I APVL DATE:
1/8"=1' I I I I

THE USE OF THIS DRAWING FDR ANY MEANS OTHER THAT

INTENDED IS STRICTLY PROHIBITED WITHOUT THE PRIOR

AMENDMENT TO LEASE AGREEMENT
(LEASE TERM RENEWAL)
LESSEE:

CITY OF MODESTO
1010 10TH ST #5200
MODESTO, CA 95354
EQUIPMENT LOCATION:
920 SUNSET AVE
MODESTO, CA 95351
Contract Number: 1338487
Equipment Serial/Complex Number: UM2-51303
Insurance Replacement Value: $31,795.00
By this Amendment, Williams Scotsman, Inc. and the Lessee (listed above) agree to modify the original lease agreement, dated 03/29/2021 (“Lease Agreement”) as set forth below.

1. The rental term for the equipment identified above, shall be renewed from 012/29/2022 through 12/28/2024 (the “Lease Renewal Term”).

2. The rental rate during the Lease Renewal Term shall be $838.95 plus applicable taxes, which Lessee agrees to pay Lessor in advance as set forth in the Lease during the Lease Renewal Term.

3. Knockdown and return freight shall be at Lessor’s prevailing rate at the time the Equipment is returned.

4. BAS. ENTRANCE-STEPS (1) (Monthly) $78.75
ADA/IBC RAMP -W/ SWITCHBACK (1) (Monthly) $341.25
PROF. 2-OFFICE/CONF PACKAGE (1) (Monthly) $262.50
GENERAL LIABILITY - ALLEN INSU (1) (Monthly) $22.00
PROPERTY DAMAGE WAIVER (1) (Monthly) $89.00

5. All other Terms and Conditions of the original Lease Agreement shall remain the same and in full force and effect.

ACCEPTED:

LESSEE: CITY OF MODESTO LESSOR: WILLIAMS SCOTSMAN, INC.

Signature: Signature:

Print
Name:

Print Name:

Title: Title:

Date: Date:
#3..
- 72 -

CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

November 14, 2022
Date: October 26, 2022
TO: Safety and Communities Committee
Chris Ricci, Chair
Sue Zwahlen, Vice-Chair
Rosa Escutia-Braaton, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Laurie A. Smith, Director of Parks, Recreation and Neighborhoods Department SUBJECT: Fourth Amendment to Agreement between City and The Baseball Club of Modesto, LLC
CONTACT: Laurie A. Smith, Director, [email protected], 209-577-5347 DESCRIPTION:

Consider approving the Fourth Amendment to Agreement with The Baseball Club of Modesto, as successor in interest to HWS Baseball IV, LLC, to revise the expiration date in the accelerated termination provision from December 31, 2022 to December 31, 2023 and forwarding to Council for approval. (Funding Source: General Fund)
STRATEGIC PLAN ELEMENT:

This action supports the City’s 2020-2025 Strategic Plan’s Area of Focus to promote its economic vitality goals to drive the success of a vibrant and economically sustainable business climate, build and promote a recognizable and desirable identity of the City of Modesto, and to make downtown Modesto a regional destination.

BACKGROUND:

The City owns the property, stadium, and parking facilities that comprise John Thurman Field located at 601 Neece Drive. From 2006-2016, the City leased the facility to the Modesto Nuts Baseball Club, an affiliate of the Seattle Mariners. On December 13, 2016, by Resolution No. 2016-503, the City and HWS Baseball IV, LLC, also known as the Modesto Nuts Baseball Club, entered into a ten-year agreement to operate, manage, and maintain the facility while the City retains ownership and control of the asset (“Agreement”). The Agreement requires the Club to maintain the facility and field and pay an annual license fee of $70,000 to the City. In return, the City contributes $120,000 per year for capital improvement and deferred maintenance projects for the stadium.
#4..
- 73 -
Safety & Communities Committee, November 14, 2022
Fourth Amendment to Agreement between City
and The Baseball Club of Modesto, LLC

Page 2 of 3 ends

In 2018, staff entered into discussions regarding the replacement of the outdated videoboard and stadium seating. The replacement, estimated at $500,000, exceeded the available CIP funding.

As a result, by Resolution No. 2018-451, Council approved the First Amendment to the Agreement, which advanced one of the $120,000 annual CIP Deposits to help fund the project in advance of the 2019 season.

In Spring 2020, the COVID-19 pandemic forced the State to shut down all non-essential operations, services, and programs. The State’s actions in response to the COVID-19 pandemic, were outside the Club’s control and, prevented it from providing a full schedule of professional baseball games at John Thurman Field for the 2020 season. In addition, that same year, HWS Baseball IV, LLC assigned all obligations and rights under the Agreement to The Baseball Club of Modesto, LLC (“Club”). The Club is owned by Mariners Investment, LLC c/o The Seattle Mariners. Prior to this assignment, the Seattle Mariners owned 51% of the team. The change in assignment gives the Club full ownership of the Modesto Nuts franchise under the Seattle Mariners as the parent club.

On January 12, 2020, in response to the negative economic impacts of COVID-19 and the reassignment of the Club, Council, by Resolution No. 2020-007, approved the Second Amendment to the Agreement. The Second Amendment included the following: 1) extended the term of the Agreement through 2027; 2) waived the Club’s 2020 $70,000 annual license fee payment and added it to the 2027 season; and 3) deferred the City’s Fiscal Year 2020-2021 $120,000 CIP Deposit to Fiscal Year 2025-2026. The Second Amendment also revised the accelerated termination provision should a reopener of the Agreement fail.

On July 23, 2021, the City notified the Club of its intent to reopen the terms of the Agreement and commence the meet and confer process. The Club declined the City’s request triggering the Agreement to expire on December 31, 2021. Although the Club declined the City’s request for the reopener, all Parties agreed that operations should continue in compliance with the Agreement. To facilitate this in a timely manner, Council, by Resolution No. 202-497 amended the Agreement to extend the expiration date in the accelerated termination provision to December 31, 2022.

DISCUSSION:

Last year’s extension provided time for the Club and City to assess and discuss the best course of action for both Parties. Over the past year, the Club and City met and conferred on several matters, including Major League Baseball’s stadium requirements for Minor League facilities, possible changes to the terms and conditions, and the rising costs to do business. Discussions continue today.

With that, an extension to the accelerated termination clause in the current agreement needs to be amended. The amendment will extend the term for an additional year to December 31, 2023 This action provides additional time for the Club and City to assess and discuss the best course of action for both Parties.

FISCAL IMPACT:

If approved, there is no fiscal impact with the implementation of the Fourth Amendment to the Agreement between the City and The Baseball Club of Modesto, LLC. #4..
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RECOMMENDED COMMITTEE ACTION:

Staff Recommendation:

Motion approving the Fourth Amendment to Agreement with The Baseball Club of Modesto, as successor in interest to HWS Baseball IV, LLC, to revise the expiration date in the accelerated termination provision from December 31, 2022 to December 31, 2023 and forwarding to Council for approval.

Approved by:

Laurie A. Smith, Director
Parks, Recreation & Neighborhoods Department
Joseph P. Lopez, City Manager
Attachments:

1. Fourth Amendment
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1 FOURTH AMENDMENT TO AGREEMENT BETWEEN CITY OF MODESTO AND

THE BASEBALL CLUB OF MODESTO

FOR THE USE, OPERATION AND MANAGEMENT OF

JOHN THURMAN FIELD
THIS FOURTH AMENDMENT (this “FOURTH AMENDMENT”) amending that certain agreement dated January 1, 2017, by and between the City of Modesto (the “CITY”), a California charter and HWS Baseball IV, LLC (“HWS Baseball”), a Delaware limited liability corporation (as amended, the “Agreement”) is entered into this ______ day of ___________, 2022, by and between the CITY and THE BASEBALL CLUB OF MODESTO, LLC (the “CLUB”), a Delaware limited liability corporation, as successor in interest to HWS Baseball. The CITY and the CLUB are collectively referred to herein as the “Parties.”
RECITALS:

WHEREAS, CITY owns John Thurman Field, located at 601 Neece Drive, Modesto, CA 95351; and
WHEREAS, by Resolution No. 2016-503, CITY and the CLUB entered into the Agreement for the use, operation, management, and maintenance of John Thurman Field, located at 601 Neece Drive, Modesto, CA 95351 (“Stadium,” “Stadium Premises,” “Premises” or “Stadium Facilities”); and
WHEREAS, by Resolution No. 2018-451, CITY and CLUB entered into a First Amendment to the Agreement on October 9, 2018, to amend Section 4 of the Agreement to reflect a $240,000 Capital Improvement Program (CIP) Deposit to help fund the purchase of a replacement videoboard at the Stadium and set forth a CIP Deposit schedule for the remaining deposits required under the Agreement, and WHEREAS, by Resolution No. 2021-007, CITY and CLUB entered into a Second Amendment to the Agreement on January 12, 2021, to extend the term of the Agreement through December 31, 2027, waive the 2020 Annual License Fee Payment, and defer the Fiscal Year 2020-2021 CIP Deposit to Fiscal Year 2025-2026, and amend reopener terms, and
WHEREAS, by Resolution No. 2021-497, CITY and CLUB entered into a Third Amendment to the Agreement on December 14, 2021, to revise the expiration date in the accelerated termination provision from December 31, 2021 to December 31, 2022; and WHEREAS, the CITY and CLUB desire to amend the Agreement to revise the expiration date in the accelerated termination provision from December 31, 2022 to December 31, 2023.
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2 NOW, THEREFORE, in consideration of their mutual promises and the terms, conditions and covenants hereinafter specified, the Parties desire to amend the Agreement as follows:

AGREEMENT
Section 1. The recitals above are true and correct and herein incorporated by reference.

Section 2. Section 2 of the Agreement entitled “TERM OF AGREEMENT” is hereby amended as follows (strikethrough is delete, italics is addition):
“SECTION 2. TERM OF AGREEMENT.

The Term of this Agreement shall commence upon the 1st day of January, 2017, and shall continue until December 31, 2027, subject to sooner termination as herein provided.

Either party may request to reopen the terms of this Agreement during the period January 1, 2021, through September 30, 2021. In the event either party makes such a request, the parties shall meet and confer on the request until either party declares impasse, or the parties agree to include new terms (or term) in this Agreement, but in any case, for no less than five (5) face-to face meetings at the request of either party. Either party may refuse a request to change the Agreement in its absolute discretion for any reason or for no reason. If a request is made and no agreement on new terms are reached, the Agreement will expire on December 31, 2022 December 31, 2023. Any agreed to changes must be made in writing as an amendment to this Agreement.”
Section 3. Except as modified and amended by this Fourth Amendment to Agreement, all other provisions of the Agreement remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the CITY has authorized the execution of this FOURTH AMENDMENT in duplicate by its City Manager and attestation by its City Clerk under authority of Resolution No. _________, adopted by the City Council of the City of Modesto on the _____ day of ___________, 2022, and CLUB has caused this Fourth Amendment to Agreement to be duly executed.

SIGNATURES ON FOLLOWING PAGE
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

November 14, 2022
Date: October 26, 2022
TO: Safety and Communities Committee
Chris Ricci, Chair
Sue Zwahlen, Vice-Chair
Rosa Escutia-Braaton, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Laurie A. Smith, Director of Parks, Recreation and Neighborhoods Department SUBJECT: Purchase and Sale Agreement for APN 034-018-014 CONTACT: Laurie A. Smith, Director, [email protected], 209-577-5347 DESCRIPTION:

Consider approving the Purchase and Sale Agreement for certain real property located at approximately 1300 Scenic Drive, Stanislaus County Assessor’s Parcel Number 034-018-014, for $795,000, and forwarding to Council for approval. (Funding Source: Parks and Air Quality Capital Facility Fee Fund)
STRATEGIC PLAN ELEMENT:

This item is consistent with the following 2020-2025 Strategic Plan Area of Focus: Quality of Life and Governance and Service Delivery.

BACKGROUND:

Pamela Monterosso Trailhead acts as a primary access point for the Peggy Mensinger Trail along Dry Creek. Planning and concept designing began in the early 2000’s and included easy roundabout access to the trail, a small shade pavilion with a picnic table, landscaping and a parking lot. In 2003, plans to purchase the property for the primary parking lot failed. In 2007, construction was completed for the trailhead’s landscaping, roundabout access, and eight parking spaces. In 2015, the small shade pavilion with picnic table was completed using grant funds.

In 2002, the City moved forward with plans to purchase and develop the vacant parcel on the southeast corner of Scenic Drive and Coffee Road (APN 034-018-014). This parcel would join the Class I and Class II bike paths from Dry Creek and Coffee Road and provide adequate parking for park and trail visitors. However, in 2003, Council elected to return the designated #5..
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Transportation Equity Act (TEA) grant funding back to StanCOG and the purchase fell through.

As a result, the property owner constructed private parking for the adjacent office complex.

In the last several years, especially since the pandemic, use of the Dry Creek Regional Park and this trailhead has significantly increased. In 2020, the office complex manager (Liberty Property Management) agreed to lease 40 parking spaces to the City ($15,000/year) for park visitors. The lease, designed to be an interim solution until the City secured funding for the purchase of the parking lot parcel, is set to expire on December 31, 2022.

DISCUSSION:

Purchase of the parcel (Property) will benefit the community, including several non-profit groups that are active in the recreational and preservation efforts within Dry Creek Regional Park.

These groups include but are not limited to the Dry Creek Trail Riders, Modesto Area Disc Golfers, the Shadowchase Running Club, the La Loma Neighborhood Association, and the Dry Creek Trails Coalition. Organized activities by these groups typically exceed the current six (6) space parking capacity which forces them to utilize the private property defined in the proposed agreement. Without the purchase of the 40-space parking lot on this parcel the positive use of the park will be greatly impacted.

In early 2021, representatives for the property owner, Thousand Oaks Executive Center, LLC, expressed interest in selling or developing the Property. The Property is improved with a parking lot, lighting, landscaping, and drainage facilities and provides parking for the adjacent office park. Both the office park and Property share a driveway that connects the parking areas for both properties to Scenic Drive. The entrance of the driveway is located on the office park, and the exit of the driveway is located on the parcel.

In Spring 2021, staff contracted Valbridge Property Advisors to complete an appraisal of the parcel. The market value of the property was appraised at $840,000. Soon after, both parties agreed on a purchase price of $795,000. The Purchase and Sale Agreement includes the following provisions:
1) As part of the sale of the Property, a reciprocal access easement or similar binding agreement will be recorded allowing both parties, as well as their guests and invitees, to use the Shared Driveway, with Seller responsible for the maintenance and repair of the Shared Driveway.
2) Prior to the close of escrow of the Property, the parties agree to enter into and execute a maintenance agreement governing the maintenance of the Property (the “Maintenance Agreement”). The Maintenance Agreement will require the Seller to maintain the improvements on the Property, including storm drain improvements, in exchange for compensation from the City for a specified period of time. A new water meter will be installed to ensure that water used on the Property is accounted from separately from the water used on the Office Park.

FISCAL IMPACT:

If approved, the purchase of the property, APN 034-018-014, will cost $795,000. A portion of the funding for the purchase of the property is budgeted in Project #101393 (Fund 3432). It is anticipated that an additional $50,000 will be required to cover the purchase price and the closing costs for this transaction. There is funding available in the Parks and Air Quality Capital Facility Fees Fund (Fund 3432) to cover the additional $50,000 of expenses. #5..
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Revenue – Project #101393
Current Budgeted Revenue $765,000
Additional Revenue (Fund 3432) $50,000
Total Revenue $815,000
Expenses
Land Acquisition Costs $795,000
Anticipated Closing Costs $20,000
Total Expenses $815,000
Annual maintenance for the property, per the forthcoming Maintenance Agreement, is currently estimated at $20,000 per year. Funding is available in the Parks, Recreation & Neighborhoods department’s FY 22/23 Operating Budget.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendation:

Motion approving the Purchase and Sale Agreement for certain real property located at approximately 1300 Scenic Drive, Stanislaus County Assessor’s Parcel Number 034-018-014, for $795,000; amending the Fiscal Year 2022-23 Capital Improvement Program Budget in an amount not to exceed $50,000 and forwarding to Council for approval.

Approved by:

Laurie A. Smith, Director
Parks, Recreation & Neighborhoods Department
Joseph P. Lopez, City Manager
Attachments:

1. Purchase and Sale Agreement
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PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS

THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW
INSTRUCTIONS (this “Agreement”) is entered into as of ________, 2022 (the “Effective Date”), by and between the City of Modesto, a California municipal corporation (“Buyer” or “City”), and Thousand Oaks Executive Center, LLC, a California limited liability company (“Seller”). Seller and Buyer may each be referred to herein as a “Party” or collectively as the “Parties.”

RECITALS
A. Seller is the owner of the Scenic Oaks Office Park, located in the City of Modesto, California, adjacent to south side of Scenic Drive east of Coffee Road (the “Office Park”). The Office Park consists of multiple legal parcels, including that certain real property known as Stanislaus County Assessor’s Parcel Number 034-018-017.

B. Seller is also the owner of that certain real property located at approximately 1300 Scenic Drive, also known as Stanislaus County Assessor’s Parcel Number 034-018-014, and more particularly described in Exhibit A, attached hereto and incorporated herein (the “Property”).

C. The Property is currently improved with a parking lot, lighting, landscaping, and drainage facilities. The Property is located adjacent to the Monterosso Park, which is a public parked owned by the City. The Property is currently used by visitors to Monterosso Park pursuant to a lease agreement.

D. The Office Park and Property share a driveway that connects the parking areas for both properties to Scenic Drive. The entrance of the driveway is located on the Office Park, and the exit of the driveway is located on the Property (the “Shared Driveway”).

E. Buyer has offered to purchase the Property from Seller, and Seller has offered to sell the Property to Buyer, for Seven Hundred Ninety Five Thousand Dollars ($795,000).

F. As part of the sale of the Property, a reciprocal access easement or similar binding agreement will be recorded allowing both Parties, as well as their guests and invitees, to use the Shared Driveway, with Seller responsible for the maintenance and repair of the Shared Driveway (the “Reciprocal Access Easement”).

G. Prior to the close of escrow of the Property, the parties agree to enter into and execute a maintenance agreement governing the maintenance of the Property (the “Maintenance Agreement”). The Maintenance Agreement will require the Seller to maintain the improvements on the Property, including storm drain improvements, in exchange for compensation from the City for a specified period of time. A new water meter #5..
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will be installed to ensure that water used on the Property is accounted from separately from the water used on the Office Park.

H. Buyer agrees to purchase the Property, and Seller agrees to sell the Property to Buyer, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by the parties, Seller and Buyer hereby agree as follows:

1. INCORPORATION OF RECITALS AND EXHIBITS. The Recitals set forth above and the Exhibits attached to this Agreement are each incorporated into the body of this Agreement as if set forth in full.

2. PURCHASE AND SALE.

2.1 Agreement to Buy and Sell. Subject to the terms and conditions set forth herein, Seller agrees to sell the Property to Buyer, and Buyer hereby agrees to acquire the Property from Seller.

2.2 Purchase Price. The purchase price for the Property to be paid by Buyer to Seller (the “Purchase Price”) is Seven Hundred Ninety Five Thousand Dollars ($795,000). The Purchase Price will be paid in immediately available funds to Seller on the Closing Date.

3. ESCROW.

3.1 Escrow Account. Seller has opened, or within three (3) business days of the Effective Date shall open, an escrow account (the “Escrow”) maintained by Cypress Title (the “Title Company”), 1156 Scenic Drive, Ste, 100, Modesto, Ca, Attn:

Diane O’Brien, or such other title company as selected by the City (the “Escrow Holder”), with interest accruing to the benefit of Buyer. Escrow Holder shall perform all escrow and title services in connection with this Agreement.

3.2 Opening of Escrow. Within three (3) business days after the Effective Date, the Parties will deposit into Escrow the fully executed Agreement, or executed counterparts thereto. The date such fully executed Agreement is received by Escrow Holder will be deemed the “Opening of Escrow” and Escrow Holder will give written notice to the Parties of such occurrence.

3.3 Satisfaction of Due Diligence Contingency. Buyer shall have the right, in its sole discretion, to terminate this Agreement for any reason prior to the expiration of the Due Diligence Contingency Period (as defined in Section 5(a) below).

Buyer hereby agrees to provide written notice to Seller prior to the expiration of the Due Diligence Contingency Period if Buyer disapproves any due diligence items or approves all due diligence items (“Approval Notice”). If Buyer disapproves any items through the #5..
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delivery of the Approval Notice to Seller before 5:00 p.m. on the last day of the Due Diligence Contingency Period, this Agreement shall terminate, and all amounts deposited by Buyer into escrow, together with interest thereon, if any, will be returned to Buyer, and neither party shall have any further rights or obligations hereunder except those which expressly survive the termination hereof. Notwithstanding the foregoing, if Buyer fails to timely deliver the Approval Notice to Seller, it will be conclusively presumed that Buyer has approved all such items, matters or documents.

4. PROPERTY DISCLOSURE REQUIREMENTS.

4.1 Condition of Title/Preliminary Title Report. Escrow Holder shall deliver a Preliminary Title Report for the Property (the “Preliminary Report”) to Buyer within three (3) days after the Opening of Escrow. Buyer shall have until the end of the Due Diligence Contingency Period to approve the condition of title to the Property. If Buyer delivers the Approval Notice, Buyer agrees to take title to the Property subject to the following “Permitted Exceptions:” (a) standard printed exceptions in the Preliminary Report; (b) general and special real property taxes and assessments constituting a lien not yet due and payable; and (c) the exceptions to the title referenced in the Approval Notice.

4.2 Environmental and Natural Hazards Disclosure. California Health & Safety Code section 25359.7 requires owners of non-residential real property who know, or have reasonable cause to believe, that any release of hazardous substances are located on or beneath the real property to provide written notice of same to the buyer of real property. Other applicable laws require Seller to provide certain disclosures regarding natural hazards affecting the Property. Seller agrees to make all necessary disclosures required by law within ten (10) business days of the effective date.

5. CLOSING AND PAYMENT OF PURCHASE PRICE.

5.1 Closing. The closing (the “Closing” or “Close of Escrow”) will occur no later than ninety (90) days after the Effective Date (“Closing Date”). The Closing Date may be extended by mutual agreement of the Parties in writing. If Close of Escrow has not occurred by the Closing Date, Seller or Buyer may elect to terminate this Agreement.

5.2 Buyer’s Conditions to Closing. Buyer's obligation to purchase the Property is subject to the satisfaction of all of the following conditions or Buyer's written waiver thereof (in Buyer’s sole discretion) on or before the Closing Date:
(a) Buyer will have sixty (60) days from the Opening of Escrow (the “Due Diligence Contingency Period”) to complete physical inspections of the Property and due diligence related to the purchase of the Property. Seller shall provide to Buyer copies of all reasonably available and known documents relating to the ownership and operation of the Property, including but not limited to plans, permits and reports (environmental, structural, mechanical, engineering and land surveys) that Seller has in #5..
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its possession not later than five (5) business days following the execution and delivery of this Agreement. The Parties acknowledge and agree that Buyer has current possession of the Property and may conduct any physical inspections at its discretion in accordance with the provisions of the Lease.
(b) Buyer and Seller have agreed upon the terms and conditions of the Maintenance Agreement and Reciprocal Access Easement. (c) Seller has performed all obligations to be performed by Seller pursuant to this Agreement.
(d) Seller's representations and warranties herein are true and correct in all material respects as of the Closing Date. (e) The Title Company is irrevocably committed to issue a CLTA Title Policy to Buyer, effective as of the Closing Date, insuring title to Buyer in the full amount of the Purchase Price subject only to the Permitted Exceptions.

5.3 Seller’s Conditions to Closing. The Close of Escrow and Seller's obligation to sell and convey the Property to Buyer are subject to the satisfaction of the following conditions or Seller's written waiver (in Seller’s sole discretion) of such conditions on or before the Closing Date:
(a) Buyer has performed all obligations to be performed by Buyer pursuant to this Agreement before Closing Date.
(b) Buyer's representations and warranties set forth herein are true and correct in all material respects as of the Closing Date. (c) Buyer and Seller have reached an agreement to modify the Lease based on that portion of the Land not containing the Property.

5.4 Conveyance of Title. Seller will deliver marketable fee simple title to Buyer at the Closing, subject only to the Permitted Exceptions. The Property will be conveyed by Seller to Buyer in an “as is” condition, with no warranty, express or implied, by Seller as to the physical condition including, but not limited to, the soil, its geology, or the presence of known or unknown faults or hazardous materials or hazardous waste (as defined by state and federal law); provided, however, that the foregoing shall not relieve Seller from disclosure of any such conditions of which Seller has actual knowledge. #5..
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5.5 Deliveries at Closing.
(a) Deliveries by Seller. Seller shall deposit into the Escrow for delivery to Buyer at Closing the following, duly executed and notarized as appropriate:
(i) a grant deed;
(ii) the Maintenance Agreement;
(iii) the Reciprocal Access Easement;
(iv) an affidavit or qualifying statement which satisfies the requirements of paragraph 1445 of the Internal Revenue
Code of 1986, as amended, any regulations thereunder (the “Non-Foreign Affidavit”);
(v) a California Franchise Tax Board form 590 to satisfy the requirements of California Revenue and Taxation Code
Section 18805(b) and 26131;
(vi) such resolutions, authorizations, or other documents or agreements relating to Seller as shall be reasonably required by Title Company; and
(vii) all other documents required by this Agreement to complete the Closing.
(b) Deliveries by Buyer. Buyer shall deposit into the Escrow following, duly executed and notarized as appropriate:
(i) the Purchase Price as adjusted by any prorations between the Parties;
(ii) Buyer’s share of the escrow fees and recording fees; and (iii) the cost of the Title Policy;
(iv) the Maintenance Agreement;
(v) the Reciprocal Access Easement;
(vi) such resolutions, authorizations, or other documents or agreements relating to Buyer as shall be reasonably required by Title Company; and
(vii) all other documents required by this Agreement to complete the Closing.
(c) Closing. Upon Closing, Escrow Holder shall: (i) record the grant deed; (ii) record the Reciprocal Access Easement; (iii) disburse to Seller the Purchase Price, less Seller’s share of any escrow fees, costs and expenses; (iv) deliver to Buyer the Non-Foreign Affidavit, the California Certificate and the original recorded grant deed; and (v) distribute to itself the payment of escrow fees and expenses required hereunder.
(d) Closing Costs. Buyer and Seller will equally split all escrow fees (including the costs of preparing documents and instruments), title report costs, and recording fees. Buyer will pay title insurance and Seller will pay any applicable transfer tax. Buyer is a public agency and is exempt from the payment of transfer taxes. All other costs and fees shall be paid in accordance with custom and practice in Stanislaus County. #5..
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(e) Pro-Rations. At the close of escrow, the Escrow Agent shall make the following prorations: (i) Buyer is a public agency exempt from the payment of property taxes and shall not be responsible for the payment of any portion of property taxes assessed on the Property; and (ii) any bond or assessment that constitutes a lien on the Property at the Close of Escrow will be assumed by Buyer.

6. REPRESENTATIONS, WARRANTIES AND COVENANTS.

6.1 Seller’s Representations, Warranties and Covenants. In addition to the representations, warranties and covenants of Seller contained in other sections of this Agreement, Seller hereby represents, warrants and covenants to Buyer that the statements below in this Section 6.1 are each true and correct as of the Closing Date:
(a) Authority. Seller is a limited liability company, lawfully formed, in existence and in good standing under the laws of the State of California. Seller has the full right, capacity, power and authority to enter into and carry out the terms of this Agreement. The Seller explicitly represents and warrants that it has the full right to sell or otherwise dispose the Property to Buyer. This Agreement has been duly executed by Seller, and upon delivery to and execution by Buyer is a valid and binding agreement of Seller.
(b) Encumbrances. Seller has not alienated, encumbered, transferred, mortgaged, assigned, pledged, or otherwise conveyed its interest in the Property or any portion thereof, nor entered into any Agreement to do so, and there are no liens, encumbrances, mortgages, covenants, conditions, reservations, restrictions, easements or other matters affecting the Property, except as disclosed in the Preliminary Report and the Lease. Seller will not, directly or indirectly, alienate, encumber, transfer, mortgage, assign, pledge, or otherwise convey its interest prior to the Close of Escrow, as long as this Agreement is in force.
(c) There are no agreements affecting the Property except those which have been disclosed by Seller and the Lease. There are no agreements which will be binding on the Buyer or the Property after the Close of Escrow, which cannot be terminated on thirty (30) days prior written notice.

The truth and accuracy of each of the representations and warranties, and the performance of all covenants of Seller contained in this Agreement are conditions precedent to Buyer’s obligation to proceed with the Closing hereunder. The foregoing representations and warranties shall survive the expiration, termination, or close of escrow of this Agreement and shall not be deemed merged into the deed upon closing.

6.2 Buyer’s Representations and Warranties. In addition to the representations, warranties and covenants of Buyer contained in other sections of this #5..
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Agreement, Buyer hereby represents, warrants and covenants to Seller that the statements below in this Section 6.2 are each true as of the Closing Date:
(a) Buyer is a California municipal corporation. Buyer has the full right, capacity, power and authority to enter into and carry out the terms of this Agreement.

This Agreement has been duly executed by Buyer, and upon delivery to and execution by Seller shall be a valid and binding agreement of Buyer.

The truth and accuracy of each of the representations and warranties, and the performance of all covenants of Buyer contained in this Agreement are conditions precedent to Seller’s obligation to proceed with the Closing hereunder.

7. REMEDIES In the event of a breach or default under this Agreement by Seller, if such breach or default occurs prior to Close of Escrow, Buyer reserves the right to either (a) seek specific performance from Seller or (b) to do any of the following: (i) to waive the breach or default and proceed to close as provided herein; (ii) to extend the time for performance and the Closing Date until Seller is able to perform; or (iii) to terminate this Agreement upon written notice to Seller, whereupon Seller shall cause Escrow Holder to return to Buyer any and all sums placed into the Escrow by Buyer, and except for the rights and obligations expressly provided to survive termination of this Agreement, neither party shall have any further obligations or liabilities hereunder. In the event of a breach or default hereunder by Buyer and the closing does not occur due to such default, the Lease shall remain in full force and effect, and Buyer shall be responsible for any fees owed to the Title Company and Escrow Officer. The Parties agree that Seller shall have no other remedies. IN NO EVENT SHALL EITHER PARTY BE ENTITLED TO

LOST PROFITS OR CONSEQUENTIAL DAMAGES AS A RESULT OF THE OTHER PARTY’S BREACH OF THIS AGREEMENT.

8. BROKERS. Each party represents that no real estate broker has been retained by the Party in the sale of the Property or the negotiation of this Agreement.

Buyer shall indemnify, hold harmless and defend the Seller from any and all claims, actions and liability for any breach of the preceding sentence, and any commission, finder’s fee, or similar charges arising out of Buyer’s conduct.

9. ASSIGNMENT. Neither Seller nor Buyer may assign its rights or delegate its duties under this Agreement without the express written consent of the other, which consent may be withheld for any reason.

10. MISCELLANEOUS.

10.1 Attorneys’ Fees. If any party employs counsel to enforce or interpret this Agreement, including the commencement of any legal proceeding whatsoever (including insolvency, bankruptcy, arbitration, mediation, declaratory relief or other litigation), the prevailing party shall be entitled to recover its reasonable attorneys’ fees and court costs (including the service of process, filing fees, court and court reporter costs, investigative fees, expert witness fees, and the costs of any bonds, whether taxable #5..
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or not) and shall include the right to recover such fees and costs incurred in any appeal or efforts to collect or otherwise enforce any judgment in its favor in addition to any other remedy it may obtain or be awarded. Any judgment or final order issued in any legal proceeding shall include reimbursement for all such attorneys’ fees and costs. In any legal proceeding, the “prevailing party” shall mean the party determined by the court to most nearly prevail and not necessarily the party in whose favor a judgment is rendered.

10.2 Interpretation. This Agreement has been negotiated at arm’s length and each party has been represented by independent legal counsel in this transaction and this Agreement has been reviewed and revised by counsel to each of the Parties. Accordingly, each party hereby waives any benefit under any rule of law (including Section 1654 of the California Civil Code) or legal decision that would require interpretation of any ambiguities in this Agreement against the drafting party.

10.3 Survival. All indemnities, covenants, representations and warranties contained in this Agreement shall survive Close of Escrow.

10.4 Successors. Except as provided to the contrary in this Agreement, this Agreement shall be binding on and inure to the benefit of the Parties and their successors and assigns.

10.5 Governing Law & Venue. This Agreement shall be construed and interpreted in accordance with the laws of the State of California. Venue for any dispute arising out of this Agreement shall be the state or federal courts in Stanislaus County, California.

10.6 Integrated Agreement; Modifications. This Agreement contains all the agreements of the Parties concerning the subject hereof any cannot be amended or modified except by a written instrument executed and delivered by the parties. There are no representations, agreements, arrangements or understandings, either oral or written, between or among the parties hereto relating to the subject matter of this Agreement that are not fully expressed herein.

10.7 Severability. If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such provisions or part thereof shall be stricken from this Agreement, any such provision shall not be affected by the legality, enforceability, or validity of the remainder of this Agreement.

10.8 Notices. Any delivery of this Agreement, notice, modification of this Agreement, consent, approval, waiver, or other communication that either party desires or is required to give to the other party or any other person shall be in writing. Any such communication may be served personally, or by nationally recognized overnight delivery service (i.e., Federal Express) which provides a receipt of delivery, or sent by prepaid, first class mail, return receipt requested to the party’s address as set forth below:
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To Buyer City of Modesto
1010 10th Street
P.O. Box 642
Modesto, CA 95354
Attn: Laurie Smith, Director of Parks, Recreation &
Neighborhoods
To Seller: Thousand Oaks Executive Center, LLC
1120 Scenic Avenue
Modesto, CA 95350
Attn: Duke Leffler
To Escrow Holder: Cypress Title
1156 Scenic Drive, Ste, 100
Modesto, CA 95350
Attn: Diane O’Brien
Any such communication shall be deemed effective upon personal deliver or on the date of first refusal to accept delivery as reflected on the receipt of delivery or return receipt, as applicable.

10.9 Time. Time is of the essence to the performance of each and every obligation under this Agreement.

10.10 Days of Week. If any date for exercise of any right, giving of any notice, or performance of any provision of this Agreement falls on a Saturday, Sunday or holiday, the time for performance will be extended to 5:00 p.m. on the next business day of the City of Atwater.

10.11 Waivers. Any waiver by any party shall be in writing. No waiver will be implied from any delay or failure to take action on account of any default by any party. Consent by any party to any act or omission by another party shall not be construed to be a consent to any other subsequent act or omission.

10.12 Signatures/Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any one of such completely executed counterparts shall be sufficient proof of this Agreement.

10.13 Date and Delivery of Agreement. Notwithstanding anything to the contrary contained in this Agreement, the parties intend that this Agreement shall be deemed effective, and delivered for all purposes under this Agreement, and for the calculation of any statutory time periods based on the date an agreement between parties is effective, executed, or delivered, as of the Effective Date. #5..
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10.14 Representation on Authority of Parties. Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement
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IN WITNESS WHEREOF, this Agreement is executed by Buyer and Seller as of the Effective Date.

SIGNATURES ON FOLLOWING PAGE
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EXHIBIT A

LEGAL DESCRIPTION
The following described real property in the City of Modesto, County of Stanislaus, State of California:

Parcel 8 as shown on that certain Parcel Map for “Scenic Road Properties”, filed for record April 22, 2003 in Book 52 of Parcel Maps, at Page 15, Stanislaus County Records.

APN: 034-018-014
5202045.1
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Safety and Communities CommitteeNovember 14, 2022

Safety and Communities Committee
November 14, 2022