Agenda packet — Economic Development Committee, January 11, 2023

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www.modestogov.com
AGENDA
City of Modesto

ECONOMIC DEVELOPMENT COMMITTEE / COUNCIL

WORKSHOP
Held Via Teleconference
(To Access Meeting Please See Instructions Below)
Wednesday, January 11, 2023 at 4:00 PM
*Roll Call: Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
Eric Alvarez, Member
Alternates: David Wright, Nick Bavaro, Rosa Escutia-Braaton, Jeremiah Williams * 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:

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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 2:00 p.m. on the day of the meeting.

VIRTUAL PARTICIPATION BY ZOOM VIDEO

CONFERENCING AND TELEPHONE
Joining the Committee meeting via Zoom
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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
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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.

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 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.
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USING A REGULAR PHONE (not using a computer or smart phone APP):
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Council has not delegated directive or final approval authority to the Committees. Committee actions are recommendations to the full City Council, not final decisions on an issue. This meeting is also noticed as a City Council workshop.

PUBLIC COMMENTS
Please refer to special public comment instructions above.

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

CONSENT ITEMS – ROLL CALL VOTE REQUIRED:

Information concerning the consent items listed below has been forwarded to each Committee Member prior to this meeting for study. Unless some member of the audience or Committee Member has a question concerning an item and asks that it be withdrawn from the consent list, - 3 -
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the 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.

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

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

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

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

Consent

1. Consider approving a Third Amendment to the Construction Management Services Agreement with WSP USA Inc. for the State Route 132 West Freeway/Expressway - Phase 1 Project, increasing the agreement amount by $629,311 plus $62,931 additional services, if needed, from $12,447,994 for a total amount not to exceed $13,140,236, and forwarding to Council for approval. (Funding Source: Streets Capital Facility Fees)  Motion approving a Third Amendment to the Construction Management Services Agreement with WSP USA Inc. for the State Route 132 West Freeway/Expressway - Phase 1 Project, increasing the agreement amount by $629,311 plus $62,931 additional services, if needed, from $12,447,994 for a total not to exceed amount of $13,140,236, and forwarding to Council for approval.

CED; John Rawles, 209-577-5253, [email protected]
Consent

2. Consider approving Freeway Maintenance Agreement for the State Route 132 West Freeway/Expressway - Phase 1 Project with the State of California, acting by and through the Department of Transportation, and the City of Modesto, and forwarding to Council for approval (Funding Source: Not Applicable)
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 Motion approving Freeway Maintenance Agreement STA-132, PMR11.3/R14.7 for State Route 132 West Freeway/Expressway - Phase 1 Project with the State of California, acting by and through the Department of Transportation, and forwarding to Council for approval.

CED; Toby Wells, 209-571-5442, [email protected]
Consent

3. Consider approving the sale of 5.01 Acres of real property at 1500 Robertson Road jointly owned by the City of Modesto, the City of Ceres and Stanislaus County as part of the Tuolumne River Regional Park for $191,000, and approving the purchase of such property by the City of Modesto to be used for the Sutter Primary Treatment Facility Parking Lot/Security Project and forwarding to Council for approval. (Funding Source: Wastewater Fund)
 Motion approving the sale of 5.01 Acres of real property at 1500 Robertson Road jointly owned by the City of Modesto, the City of Ceres and Stanislaus County as part of the Tuolumne River Regional Park for $191,000, and approving the purchase of such property by the City of Modesto to be used for the Sutter Plant Parking Lot/Security Project, and forwarding to Council for approval.

PRN; Nathan Houx, 209-571-5526, [email protected]
Consent

4. Consider approving the submission of a Grant Application to the California Department of Water Resources for the 2022 Urban Community Drought Relief Grant Program and forwarding to Council for approval. (Funding Source: Water Fund)  Motion approving the submission of a Grant Application to the California Department of Water Resources for the 2022 Urban Community Drought Relief Grant Program for the Underrepresented Community of Empire and City-Wide Turf Replacement Project for an amount up to $4,000,000 in grant funding with a local match requirement of $250,000 and forwarding to Council for approval.

UTILITIES; Juan Ochoa, 209-577-5423, [email protected] Consent

5. Consider approving a Right-of-Way Dedication by the City of Modesto on behalf of the public for the future Aria Way extension for Public Use and Right of Way. (Funding Source: Not Applicable)
 Motion approving a Right-of-Way Dedication by the City of Modesto on behalf of the public for the future Aria Way (APN 083-004-084) extension for Public Use and Right-of-Way, and forwarding to Council for approval.

UTILITIES; Robert Davalos, 209-571-5869, [email protected]

ADJOURNMENT
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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

ECONOMIC DEVELOPMENT

COMMITTEE AGENDA REPORT
DATE OF MEETING:

January 11, 2023
Date: December 19, 2022
TO: Economic Development Committee
Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
Eric Alvarez, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Jaylen French, Director of Community and Economic Development SUBJECT: Third Amendment to Construction Management Services Agreement for the State Route 132 West Freeway/Expressway - Phase 1 Project
CONTACT: John Rawles, Sr. Civil Engineer, [email protected], 209-577-5253 DESCRIPTION:

Consider approving a Third Amendment to the Construction Management Services Agreement with WSP USA Inc. for the State Route 132 West Freeway/Expressway - Phase 1 Project, increasing the agreement amount by $629,311 plus $62,931 additional services, if needed, from $12,447,994 for a total amount not to exceed $13,140,236, and forwarding to Council for approval. (Funding Source: Streets Capital Facility Fees) STRATEGIC PLAN ELEMENT:

This action for the SR-132 West Freeway/Expressway Project is consistent with the Council’s 2020-2025 Strategic Plan Goal D, Ensure Safe, Efficient and Reliable Infrastructure.

Specifically, this item supports the SR132 West Freeway/Expressway Project and the City’s goal to expand alternative modes of travel, improve transportation flow, and drive economic vitality.

BACKGROUND:

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

On June 25, 2019, by Resolution No. 2019-295, City Council approved an Agreement with WSP USA Inc. for Construction Management Services in the amount of $8,973,533, plus $897,353 in additional services, for a total amount of $9,870,886.

On September 28, 2021, by Resolution 2021-372, City Council approved the First Amendment #1..
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Economic Development Committee, January 11, 2023
Third Amendment to Construction Management Services Agreement for the State Route 132 West Freeway/Expressway - Phase 1 Project

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to the Agreement with WSP USA Inc. for Construction Management Services in the amount of $1,721,080, plus $172,108 in additional services, for a total amount of $1,893,188.

On August 23, 2022, by Resolution 2022-348, City Council approved the Second Amendment to the Agreement with WSP USA Inc. for Construction Management Services in the amount of $621,745, plus $62,175 in additional services, for a total amount of $683,920.

DISCUSSION:

Due to several crucial changes related to the Modesto Irrigation District (MID) Access Road, Carpenter Road Reconfiguration, and repairs of Kansas Avenue between N. Carpenter Road and N. Dakota Avenue, the Project is estimated to extend beyond the current contract completion date of June 30, 2022 to March 31, 2023, with Project Closeout being completed in June 2023.

On December 7, 2022, WSP submitted a Third Amendment Request to the Construction Management Services Agreement in the amount of $629,311. Staff recommends approving the Third Amendment to the Agreement with WSP USA Inc. to complete the scope of Construction Management Services for the Project.

FISCAL IMPACT:

The Project is supported by a complex matrix of funding sources; each having a variety of requirements and constraints. The Construction Management Service Agreement with WSP is funded through Regional Measure L Funds, which allows up to $9,870,886 in reimbursement.

This Third Amendment increases the original agreement amount by $629,311, plus $62,931 additional services, if needed, for a total not to exceed amount of $13,140,236, and will be funded with Streets Capital Facility Fees (CFF).

There are sufficient funds in the Streets CFF to support the amendment. Staff has reviewed other funding sources for the amendment; however, they are restricted to the construction contract for the project. Staff will continue to review and seek other funding sources for this amendment if they become available.

WSP CONSTRUCTION MANAGEMENT SERVICES AGREEMENT
Original Agreement, 6/25/2019 $8,973,533
First Additional Services Request $125,803
Second Additional Services Request $771,550
Contract w/Additional Services (Measure L) $9,870,886
First Amendment, 9/28/2021 $1,721,080
Additional Services $172,108
Amendment w/Additional Services (CFF) $1,893,188
Second Amendment, 8/23/2022 $621,745
Additional Services $62,175
Amendment w/Additional Services (CFF) $683,920
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Third Amendment to Construction Management Services Agreement for the State Route 132 West Freeway/Expressway - Phase 1 Project

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Proposed Third Amendment $629,311
Additional Services, If Needed $62,931
Amendment w/Additional Services (CFF) $692,242
REVISED TOTAL AGREEMENT $13,140,236
CEQA/NEPA REQUIREMENTS:

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion approving a Third Amendment to the Construction Management Services Agreement with WSP USA Inc. for the State Route 132 West Freeway/Expressway - Phase 1 Project, increasing the agreement amount by $629,311 plus $62,931 additional services, if needed, from $12,447,994 for a total not to exceed amount of $13,140,236, and forwarding to Council for approval.

Approved by:

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

1. WSP Third Amendment to Agreement for Construction Management Services

2. WSP Amendment Request with Exhibits “C-3” and “D-3”

3. WSP Original Agreement for Construction Management Services

4. WSP First Amendment to Agreement for Construction Management Services

5. WSP Second Amendment to Agreement for Construction Management Services #1..
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WSP USA Inc. Third Amendment State Route 132 West Freeway/Expressway - Phase 1 Project

THIRD AMENDMENT TO AGREEMENT

FOR CONSTRUCTION MANAGEMENT SERVICES
FOR STATE ROUTE 132 WEST FREEWAY/EXPRESSWAY - PHASE 1 PROJECT This Third Amendment to Agreement for Construction Management Services is made with reference to the contractual agreement between the CITY OF MODESTO (“City”) and WSP USA INC., a New York corporation (“Consultant”), entered into by the parties on the 25th day of June, 2019, hereinafter referred to as “Original Agreement”.

This Third Amendment to the Original Agreement for Construction Management Services is made with regard to the following recitals:

A. Section 3.0 “COMPENSATION AND BILLING” of the Original Agreement authorized and specified a not to exceed amount of $9,870,886, inclusive of additional services, to Consultant for performing all services and furnishing all staffing and materials called for in Exhibit “A” under this Agreement.

B. On or about September 28, 2021, the parties entered into a First Amendment to the Original Agreement, revising the scope of services and increasing the compensation amount by $1,721,080, and attaching corresponding Exhibit “C-1 - Revised Project Schedule” and “Exhibit D-1 - Revised Fee Schedule”.

C. On or about August 23, 2022, the parties entered into a Second Amendment to the Original Agreement, revising the scope of services and increasing the compensation amount by $621,745, and attaching corresponding Exhibit “C-2 - Revised Project Schedule” and “Exhibit D-2 - Revised Fee Schedule”.

D. On or about December 7, 2022, at the City’s request, Consultant submitted to City a budget augmentation for additional construction management services to increase the amount of the Original Agreement, as amended, by an additional $629,311. The budget #1..
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WSP USA Inc. Third Amendment State Route 132 West Freeway/Expressway - Phase 1 Project augmentation is attached hereto as Exhibit “C-3 - Revised Project Schedule” and the further revised fee schedule is attached hereto as Exhibit “D-3 – Revised Fee Schedule.” NOW, THEREFORE, in consideration of this Third Amendment to Agreement, and the mutual promises, covenants, and stipulations contained in the Original Agreement for Construction Management Services and this Third Amendment to Agreement, the parties agree as follows:

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

2. Section 2.0 “CONTRACT DOCUMENTS” of the Original Agreement shall be deleted and parties agree to and hereby do substitute the following in its place:
“2.0 CONTRACT DOCUMENTS
Contract documents consist of the following documents, including all changes, addenda, and modifications thereto:

1. Agreement and all attachments
a. Exhibit A – Scope of Services
b. Exhibit B – Insurance Requirements
c. Exhibit C – Project Schedule
d. Exhibit C-1 – Revised Project Schedule
e. Exhibit C-2 – Revised Project Schedule
f. Exhibit C-3 – Revised Project Schedule
g. Exhibit D – Fee Schedule
h. Exhibit D-1 – Revised Fee Schedule
i. Exhibit D-2 – Revised Fee Schedule
j. Exhibit D-3 – Revised Fee Schedule

2. City’s Request for Proposal

3. Consultant’s Response”

3. Section 3.1 “Compensation” of the Original Agreement between the parties shall be deleted and the parties agree to and hereby do substitute the following in its place:
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WSP USA Inc. Third Amendment State Route 132 West Freeway/Expressway - Phase 1 Project “3.1 Compensation: It is mutually understood between the parties that this Agreement may have been written before ascertaining the availability of funds or appropriation of funds, for the mutual benefit of both parties, in order to avoid program and fiscal delays that would occur if the Agreement were executed after that determination was made. Consultant and City agree that this Agreement is valid and enforceable only if sufficient funds are made available to the City and funding is approved by the governing body of the City.

Consultant shall be paid in accordance with the schedule set forth in Exhibit “D” (Fee Schedule), Exhibit “D-1 – Revised Fee Schedule”, and Exhibit “D-2 – Revised Fee Schedule”, attached hereto and made a part of this Agreement. In addition, Consultant shall be paid in accordance with the schedule set forth in Exhibit “D-3 – Revised Fee Schedule”.

Fee Schedule rates shall include all work and deliverables, including travel and equipment described in Exhibit “D”, Exhibit “D-1”, Exhibit “D-2”, and Exhibit “D-3,” including direct salary costs, employee benefits, and overhead. The City may retain five percent of all periodic or progress payments made to the Consultant until completion and acceptance of all work tasks and City shall have right to withhold payment from Consultant for any unsatisfactory service until such time service is performed satisfactorily.

A. The method of payment for this contract will be based on actual cost plus fixed fee, unless otherwise indicated on Exhibit “D”, “D-1”, “D-2”, or “D-3” of this Agreement. City will reimburse Consultant for actual costs (including labor costs, employee benefits, travel, equipment rental costs, overhead and other direct costs) incurred by Consultant in performance of the work.

Consultant will not be reimbursed for actual costs that exceed the estimated wage rates, employee benefits, travel, equipment rental, overhead, and other estimated costs set forth in the approved Consultant’s Cost Proposal and Revised Cost
Proposal, unless additional reimbursement is provided for by Agreement amendment. In no event, will Consultant be
reimbursed for overhead costs at a rate that exceeds City’s approved overhead rate set forth in the Cost Proposal and Revised Cost Proposal.

In the event, that City determines that a change to the work from that specified in the Cost Proposal and Agreement is required, the Agreement time or actual costs reimbursable by the City shall be adjusted by Agreement amendment to
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WSP USA Inc. Third Amendment State Route 132 West Freeway/Expressway - Phase 1 Project accommodate the changed work. The maximum total cost as specified in Paragraph “I” of this Article shall not be exceeded, unless authorized by Agreement amendment.

B. The indirect cost rate established for this Agreement is extended through the duration of this specific Agreement.

Consultant agreement to the extension of the 1-year applicable period shall not be a condition or qualification to be considered for the work or Agreement award.

C. In addition to the allowable incurred costs, the City will pay Consultant a fixed fee of $1,133,417.40. The fixed fee is nonadjustable for the term of the Agreement, except in the event of a significant change in the scope of work and such adjustment is made by Agreement amendment.

D. Reimbursement for transportation and subsistence costs shall not exceed the rates specified in the approved Cost Proposal and Revised Cost Proposal.

E. When milestone cost estimates are included in the approved Cost Proposal and Revised Cost Proposal, Consultant shall obtain prior written approval for a revised milestone cost estimate from the Contract Administrator before exceeding such cost estimate.

F. Progress payments will be made monthly in arrears based on services provided and allowable incurred costs. A pro rata portion of Consultant’s fixed fee will be included in the monthly progress payments. If Consultant fails to submit the required deliverable items according to the schedule set forth in Exhibit A, Article 3 Statement of Work, the City shall have the right to delay payment or terminate this Agreement.

G. No payment will be made prior to approval of any work, nor for any work performed prior to approval of this Agreement.

H. Consultant will be reimbursed promptly according to
California Regulations upon receipt by the City’s Contract Administrator of itemized invoices in duplicate. Invoices shall be submitted no later than thirty (30) calendar days after the performance of work for which Consultant is billing. Invoices shall detail the work performed on each milestone and each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and Revised Cost Proposal and shall reference this Agreement number and
project title. Final invoice must contain the final cost and all credits due the City including any equipment purchased. The final invoice should be submitted within sixty (60) calendar days after completion of Consultant’s work. Invoices shall be mailed to the City’s Contract Administrator at the following address:
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WSP USA Inc. Third Amendment State Route 132 West Freeway/Expressway - Phase 1 Project Mr. John Rawles
c/o Community & Economic Development Department
P.O. Box 642
Modesto, CA 95353
I. The total amount payable by the City of Modesto including the fixed fee shall not exceed THIRTEEN MILLION,

SEVENTY-SEVEN THOUSAND, THREE HUNDRED
FIVE AND 00/100 DOLLARS ($13,077,305.00)
J. Salary increases will be reimbursable if the new salary is within the salary range identified in the approved Cost Proposal and Revised Cost Proposal and is approved by the City’s Contract Administrator.

K. For personnel subject to prevailing wage rates as described in the California Labor Code, all salary increases, which are the direct result of changes in the prevailing wage rates are reimbursable.

3.3 Additional Services: Consultant shall not receive compensation for any services provided outside the scope of services specified in Exhibit “A” unless the City Manager, prior to Consultant performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable.

Additional services may be authorized by the City Manager in an amount up to, but not to exceed SIXTY-TWO THOUSAND,
NINE HUNDRED THIRTY-ONE AND 00/100 DOLLARS
($62,931.00).

In the event that additional costs are deemed necessary, Consultant shall provide a written request to the City Manager indicating the reason for the additional work, scope and cost of said work. City Manager shall provide a response to the request, either approving or denying the additional expenditure. If additional services are requested and approved, they will be negotiated as indicated elsewhere within this agreement. In that event, the new total compensation shall not exceed THIRTEEN MILLION, ONE

HUNDRED FORTY THOUSAND, TWO HUNDRED
THIRTY-SIX AND 00/100 DOLLARS ($13,140,236.00).

If additional services in excess of this amount are deemed necessary, a fourth amendment to the Original Agreement will be required and must be approved by the City Council prior to commencing the work.
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WSP USA Inc. Third Amendment State Route 132 West Freeway/Expressway - Phase 1 Project

5. Except as herein amended or modified, the provisions of the Original Agreement are expressly reaffirmed and remain in full force and effect.

IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Third Amendment to Agreement for Construction Management Services in duplicate by its City Manager and attestation by its City Clerk under authority of Resolution No. 2023-________, adopted by the Council of the City of Modesto on the 24th day of January, 2023, and Consultant has caused this Third Amendment to Agreement to be duly executed in duplicate as of the Effective Date.
(Signatures on next page)
Approved 11/7/2022 PH
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EXHIBIT C-3
REVISED PROJECT SCHEDULE (AMENDMENT NO. 3)
REVISED PROJECT SCHEDULE (Amendment No. 3)
SR132 WEST FREEWAY/EXPRESSWAY-PHASE 1 PROJECT
TASKS
Completion Date
AMENDMENT NO. 2 REVISED
Select Construction Management Consultant NOVEMBER 2018 COMPLETED CITY Approval JUNE 2019 COMPLETED
RTL JUNE 2019 COMPLETED
Advertise Project for Construction JULY 2019 COMPLETED
Award Construction Contract SEPTEMBER 2019 COMPLETED
Start Construction OCTOBER 2019 COMPLETED
Complete Construction-Civil SEPTEMBER 2022 MARCH 2023
COMPLETE CCO WORK-MID Access Road, Carpenter
Road Realignment & Kansas Avenue HMA Overlay N/A MARCH 2023 COMPLETE PROJECT CLOSEOUT DECEMBER 2022 JUNE 2023
WSP COMPLETE PLANT ESTABLISHMENT JUNE 2025 JUNE 2025
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Basis For Estimate
1)
2)
3) Annual labor escalations of 2.9% to be effective in January are included 4)
5)

COST ESTIMATE
December 7, 2022
To:

Bart Littell
WSP USA INC.

FOR

CONSTRUCTION MANAGEMENT SERVICES
From:

FOR
STATE ROUTE 132 WEST FREEWAY/EXPRESSWAY - PHASE 1 PROJECT

CITY OF MODESTO
EXHIBIT D-3
DIR Determination NC-63-3-9-2018-2.

Staff performing inspection services are subject to DIR regulations including prevailing wage rates, fringes, shift differentials and overtime premiums. Bill rates will be adjusted to comply.

Justification for requesting an extension to provide Construction Management Services: City Requested Changes/Modifications projected to extend Construction to March 31, 2023 with Project Closeout completing by June 30, 2023 and Plant Establishment to June of 2025.

This Estimate extends Construction Management Services June of 2025 per the Revised Staffing Schedule.

AMENDMENT NO. 3
Approved: ______________________
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CITY OF MODESTO SR-132 FREEWAY/EXPRESSWAY
WSP USA INC.

TASK 1 - PRECONSTRUCTION COMPLETE

WSP BURDENED LABOR COSTS
LABOR $ -
SUBTOTAL $ -
SUBCONSULTANT(S):

Materials Testing Kleinfelder, Inc. $ -
Public Information AIM Consulting, Inc. (DBE) $ -
Document Control VSCE, Inc. (DBE) $ -
QA Survey Transamerican Engineers & Associates, Inc. (DBE) $ - Environmental LSA Associates, Inc. $ -
Paleontological Services Cogstone Resource Management (DBE) $ - SUBTOTAL $ -
EXPENSES: $ -
SUBTOTAL $ -
TOTAL PHASE 1 $ -
TASK 2 - CONSTRUCTION/POST-CONSTRUCTION

WSP BURDENED LABOR COSTS
LABOR $ 505,611

OVERTIME
(Estimated at 10% of Inspection Hours) $ -
SECOND SHIFT PREMIUM $ 3,921
(Estimated at 15% of Inspection Hours)
SUBTOTAL $ 509,531
SUBCONSULTANT(S):

Materials Testing Kleinfelder, Inc. $ 22,500
Public Information AIM Consulting, Inc. (DBE) $ -
Document Control VSCE, Inc. (DBE) $ 71,120
QA Survey Transamerican Engineers & Associates, Inc. (DBE) $ - Environmental LSA Associates, Inc. $ -
Paleontological Services Cogstone Resource Management (DBE) $ - SUBTOTAL $ 93,620
EXPENSES: $ 26,160
SUBTOTAL $ 26,160
TOTAL PHASE 2 $ 629,311
$ 629,311

COST TO COMPLETE BASED ON REVISED STAFFING SCHEDULE
TOTAL
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Revised Staffing Schedule: Amendment No. 3
YEAR: 2022 2023 2024 2025
PLANT

ESTABLISHMENT
START YEAR 1
PLANT

ESTABLISHMENT
YEAR 1-2
PLANT

ESTABLISHMENT
YEAR 2-3
PLANT

ESTABLISHMENT
END YEAR 3
MONTH: M J J A S O N D J F M A M J J-D J-D J-D J-M
POSITION NAME FIRM 1 2 3 4 5 6 7 8 9 10 11 15 16 17 18
Construction Manager/Project Controls Eng. Scott Frenette, JD, CCM, QSD WSP 24 24 24 8 8 8 4 4 4 4 112 Resident Engineer Rick Deml, PE, QSD WSP 160 160 160 160 80 80 8 8 8 8 832 Closeout RE John Adams, PE, QSD WSP 120 120
Structure Representative/ARE/SMR Bill Howe, PE, QSD WSP Document Control Chad Baker, EIT WSP
Office Engineer Juan Becerra VSCE 160 160 160 160 80 80 800 Project Accountant Marianne Beltram WSP-GSO 8 8 8 8 8 8 4 4 4 4 64 Roadway Inspector Grp 2 Josh Byrum WSP
Roadway Inspector Grp 2 Khalid Vospaul WSP
Structures Inspector Grp 2 Brian Harrington WSP
Utility Inspector Grp 2 Dave McCullough WSP
Electrical-Roadway Inspector Grp 2 Roy Robbert WSP 160 160 Peak Structures Inspector Grp 2 (As-Needed) Brice Ehoff WSP 160 160 160 160 80 40 120 120 120 120 1,240 Overtime Hours
Roadway Inspector Grp 2 Josh Byrum WSP
Roadway Inspector Grp 2 Khalid Vospaul WSP
Structures Inspector Grp 2 TBD WSP
Utility Inspector Grp 2 Dave McCullough WSP
Electrical-Roadway Inspector Grp 2 Roy Robbert WSP
Peak Structures Inspector Grp 2 (As-Needed) Brice Ehoff WSP WSP
Rain Days Not Included
Staff performing inspection services are subject to prevailing wage rates 3,328 TOTAL
HOURS
2022 2023
TASK 2 POST

CONSTRUCTION
TASK 2 CONSTRUCTION
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CITY OF MODESTO SR-132 FREEWAY/EXPRESSWAY

BILL BILL BILL BILL BILL TOTAL TOTAL

POSITION NAME FIRM HRS RATE TOTAL HRS RATE TOTAL HRS RATE TOTAL HRS RATE TOTAL HRS RATE TOTAL HOURS COST Construction Manager/Project Controls Eng. Scott Frenette, JD, CCM, QSDWSP 0 202.30 $0.00 4 208.18 $832.72 100 214.22 $21,422.00 4 220.43 $881.72 4 226.82 $907.28 112 $24,044 Resident Engineer Rick Deml, PE, QSD WSP 0 230.99 $0.00 8 237.69 $1,901.52 808 244.58 $197,620.64 8 251.67 $2,013.36 8 258.97 $2,071.76 832 $203,607 Closeout RE John Adams, PE, QSD WSP 0 194.00 $0.00 0 196.84 $0.00 120 202.55 $24,306.00 0 208.42 $0.00 0 214.46 $0.00 120 $24,306 Structure Representative/ARE/SMR Bill Howe, PE, QSD WSP 0 205.33 $0.00 0 211.28 $0.00 0 217.41 $0.00 0 223.71 $0.00 0 230.20 $0.00 0 $0 Office Engineer Chad Baker, EIT WSP 0 86.36 $0.00 0 88.87 $0.00 0 91.45 $0.00 0 94.10 $0.00 0 96.83 $0.00 0 $0 Office Engineer Juan Becerra VSCE 0 83.96 $0.00 0 86.39 $0.00 800 88.90 $71,120.00 0 91.48 $0.00 0 94.13 $0.00 800 $71,120 Roadway Inspector Grp 2 Marianne Beltram WSP-GSO 0 113.84 $0.00 4 117.14 $468.56 52 120.54 $6,268.08 4 124.04 $496.16 4 127.64 $510.56 64 $7,743 Roadway Inspector Grp 2 Josh Byrum WSP 0 163.62 $0.00 0 168.36 $0.00 0 173.24 $0.00 0 178.26 $0.00 0 183.43 $0.00 0 $0 Structures Inspector Grp 2 Khalid Vospaul WSP 0 156.10 $0.00 0 160.63 $0.00 0 165.29 $0.00 0 170.08 $0.00 0 175.01 $0.00 0 $0 Utility Inspector Grp 2 TBD WSP 0 158.95 $0.00 0 163.56 $0.00 0 168.30 $0.00 0 173.18 $0.00 0 178.20 $0.00 0 $0 Electrical-Roadway Inspector Grp 2 Dave McCullough WSP 0 166.46 $0.00 0 171.29 $0.00 0 176.26 $0.00 0 181.37 $0.00 0 186.63 $0.00 0 $0 Peak Structures Inspector Grp 2 (As-Needed) Roy Robbert WSP 0 151.85 $0.00 0 156.25 $0.00 160 160.78 $25,724.80 0 165.44 $0.00 0 170.24 $0.00 160 $25,725 Brice Ehoff WSP 0 166.74 $0.00 120 171.57 $20,588.40 880 176.55 $155,364.00 120 181.67 $21,800.40 120 186.94 $22,432.80 1,240 $220,186 Staff performing inspection services are
subject to prevailing wage rates
RFP Date 10/15/18, 2018-02 Determination
0 $0.00 136 $23,791.20 2,920 $501,825.52 136 $25,191.64 136 $25,922.40 3,328 576,731 $ REVISED STRAIGHT TIME LABOR COSTS (AMENDMENT NO. 3)

CONSTRUCTION
Jan 1, 2021- Dec 31, 2021 Jan 1, 2022- Dec 31, 2022 Jan 1, 2023- Dec 31, 2023 Jan 1, 2024- Dec 31, 2024 Jan 1, 2025- Dec 31, 2025 #1..
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CITY OF MODESTO SR-132 FREEWAY/EXPRESSWAY
WSP USA INC.

UNIT
UNIT QTY COST ($) SUBTOTAL ($)
TOTAL ($)
THIS

ESTIMATE

A) OFFICE

B) OFFICE SUPPLIES
Initial Supply Allowance 0 2,000 $ - Billed at Cost
Office Supplies Months 6 300 1,800.00 $ Monthly Lump Sum Shipping Months 0 100 $ - Monthly Lump Sum
$ 1,800.00
C) OTHER DIRECT EXPENSES Allowance 0 5,000 -$ $ - Billed at Cost

D) VEHICLES, VEHICLE O&M
Scott Frenette, JD, CCM, QSD WSP Monthly 3 600.00 1,800.00 $ Rick Deml, PE, QSD WSP Monthly 6 1,000.00 6,000.00 $
John Adams, PE, QSD WSP Monthly 1 1,000.00 1,000.00 $
Bill Howe, PE, QSD WSP Monthly 0 600.00 $ -
Josh Byrum WSP Monthly 0 1,000.00 $ -
Khalid Vospaul WSP Monthly 0 1,000.00 $ -
TBD WSP Monthly 0 1,000.00 $ -
Dave McCullough WSP Monthly 0 1,000.00 $ -
Roy Robbert WSP Monthly 1 1,000.00 1,000.00 $
Brice Ehoff WSP Monthly 10 1,000.00 10,000.00 $
$ 19,800.00

E) COMPUTER/IT/SERVICE, SURVEY EQUIPMENT, FIELD EQUIPMENT, SAFETY EQUIPMENT Computers/IT/Printers/Service Monthly 21 160.00 3,360.00 $ Billed at Cost Survey Monthly 3 400.00 1,200.00 $ Billed at Cost
$ 4,560.00
Field Costs $ 4,560.00
TOTAL EXPENSES $ 26,160.00

REVISED EXPENSES
Per contract documents field office will be provided by the contractor.

Note: Rate based upon $1,000 per month for each vehicle employed on the project Full Time. Vehicles not employed Full Time on the project will be prorated. For purposes of the prorating less than Full Time vehicle rates, one (1) month equals 20 shifts or 1 Full Time Equivalent (FTE). The rate for vehicles not employed on the project Full Time will be $50 for each shift employed on the project for an amount not to exceed $1,000 per month. Vehicles employed Full Time on the project will not be prorated. #1..
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-1- City of Modesto
WSP USA Inc. First Amendment State Route 132 West Freeway/Expressway - Phase 1 Project

FIRST AMENDMENT TO AGREEMENT

FOR CONSTRUCTION MANAGEMENT SERVICES
FOR STATE ROUTE 132 WEST FREEWAY/EXPRESSWAY - PHASE 1 PROJECT This First Amendment to Agreement for Construction Management Services is made with reference to the contractual agreement between the CITY OF MODESTO (“City”) and WSP USA INC., a New York corporation (“Consultant”), entered into by the parties on the 25th day of June, 2019, hereinafter referred to as “Original Agreement”.

This First Amendment to the Original Agreement for Construction Management Services is made with regard to the following recitals:

B. On or about August 4, 2021, at the City’s request, Consultant submitted to City a budget augmentation for additional construction management services in excess of the $9,870,886 authorized in the Original Agreement, attached to the Original Agreement and referred to therein as Exhibit “A”.

C. The aforementioned additional construction management services increase the amount of the Original Agreement by $1,721,080.

D. The Original Agreement states that the Agreement shall end on December 31, 2021, unless extended by agreement of the parties. Since Consultant’s work under this contract will extend beyond the December 31, 2021 end date, the parties desire to extend that end date to completion of construction contract closeout with Caltrans or December 31, 2025.

DocuSign Envelope ID: 678C3681-BA8C-4E73-8501-84D729806C14 #1..
- 84 -
-2- City of Modesto
WSP USA Inc. First Amendment State Route 132 West Freeway/Expressway - Phase 1 Project NOW, THEREFORE, in consideration of this First Amendment to Agreement, and the mutual promises, covenants, and stipulations contained in the Original Agreement for Construction Management Services and this First Amendment to Agreement, the parties agree as follows:

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

2. City’s Request for Proposal

3. Consultant’s Response”

3. Section 3.1 “Compensation” of the Original Agreement between the parties shall be deleted and the parties agree to and hereby do substitute the following in its place:
“3.1 Compensation: It is mutually understood between the parties that this Agreement may have been written before ascertaining the availability of funds or appropriation of funds, for the mutual benefit of both parties, in order to avoid program and fiscal delays that would occur if the Agreement were executed after that determination was made. Consultant and City agree that this Agreement is valid and enforceable only if sufficient funds are made available to the City and funding is approved by the governing body of the City.

DocuSign Envelope ID: 678C3681-BA8C-4E73-8501-84D729806C14 #1..
- 85 -
-3- City of Modesto
WSP USA Inc. First Amendment State Route 132 West Freeway/Expressway - Phase 1 Project Consultant shall be paid in accordance with the schedule set forth in Exhibit “D” (Fee Schedule), attached hereto and made a part of this Agreement. In addition, Consultant shall be paid in accordance with the schedule set forth in Exhibit “D-1 – Revised Fee Schedule”.

Fee Schedule rates shall include all work and deliverables, including travel and equipment described in Exhibit “D” and Exhibit “D-1,” including direct salary costs, employee benefits, and overhead. The City may retain five percent of all periodic or progress payments made to the Consultant until completion and acceptance of all work tasks and City shall have right to withhold payment from Consultant for any unsatisfactory service until such time service is performed satisfactorily.

A. The method of payment for this contract will be based on actual cost plus fixed fee, unless otherwise indicated on Exhibit “D” or “D-1” of this Agreement. City will
reimburse Consultant for actual costs (including labor
costs, employee benefits, travel, equipment rental costs, overhead and other direct costs) incurred by Consultant in performance of the work.

Consultant will not be reimbursed for actual costs that exceed the estimated wage rates, employee benefits,
travel, equipment rental, overhead, and other estimated costs set forth in the approved Consultant’sCost
Proposal and Revised Cost Proposal, unless additional
reimbursement is provided for by Agreement
amendment. In no event, will Consultant be reimbursed
for overhead costs at a rate that exceeds City’s approved overhead rate set forth in the Cost Proposal and Revised Cost Proposal.

In the event, that City determines that a change to the work from that specified in the Cost Proposal and
Agreement is required, the Agreement time or actual
costs reimbursable by the City shall be adjusted by
Agreement amendment to accommodate the changed
work. The maximum total cost as specified in Paragraph
“I” of this Article shall not be exceeded, unless
authorized by Agreementamendment.

B. The indirect cost rate established for this Agreement is extended through the duration of this specific
Agreement. Consultant agreement to the extension of the 1-year applicable period shall not be a condition or
qualification to be considered for the work or Agreement award.

DocuSign Envelope ID: 678C3681-BA8C-4E73-8501-84D729806C14 #1..
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-4- City of Modesto
WSP USA Inc. First Amendment State Route 132 West Freeway/Expressway - Phase 1 Project C. In addition to the allowable incurred costs, the City will pay Consultant a fixed fee of $1,016,944.68. The fixed fee is nonadjustable for the term of the Agreement, except in the event of a significant change in the scope of work and such adjustment is made by Agreement amendment.

D. Reimbursement for transportation and subsistence costs shall not exceed the rates specified in the approved Cost Proposal and Revised Cost Proposal.

F. Progress payments will be made monthly in arrears based on services provided and allowable incurred costs. A pro rata portion of Consultant’s fixed fee will beincluded in the monthly progress payments. If Consultant fails to submit the required deliverable items according to the schedule set forth in Exhibit A, Article 3 Statement of Work, the City shall have the right to delay payment or terminate this Agreement.

G. No payment will be made prior to approval of any work, nor for any work performed prior to approval of this Agreement.

H. Consultant will be reimbursed promptly according to
California Regulations upon receipt by the City’s Contract Administrator of itemized invoices in duplicate. Invoices shall be submitted no later than thirty (30) calendar days after the performance of work for which Consultant is
billing. Invoices shall detail the work performed on each milestone and each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and Revised Cost Proposal and shall reference this
Agreement number and project title. Final invoice must
contain the final cost and all credits due the City including any equipment purchased. The final invoice should be
submitted within sixty (60) calendar days after completion of Consultant’s work. Invoices shall be mailed to the City’s Contract Administrator at the following address:

Mr. John Rawles
c/o Community & Economic Development Department
P.O. Box 642
Modesto, CA 95353
I. The total amount payable by the City of Modesto including the fixed fee shall not exceed ELEVEN MILLION, FIVE

HUNDRED NINETY-ONE THOUSAND, NINE
HUNDRED SIXTY-SIX and 00/100 DOLLARS
($11,591,966.00).

DocuSign Envelope ID: 678C3681-BA8C-4E73-8501-84D729806C14 #1..
- 87 -
-5- City of Modesto
WSP USA Inc. First Amendment State Route 132 West Freeway/Expressway - Phase 1 Project J. Salary increases will be reimbursable if the new salary is within the salary range identified in the approved Cost Proposal and Revised Cost Proposal and is approved by the City’s Contract Administrator.

Additional services may be authorized by the City Manager in an amount up to, but not to exceed ONE HUNDRED SEVENTYTWO THOUSAND, ONE HUNDRED EIGHT AND 00/100 DOLLARS ($172,108.00).

HUNDRED SIXTY-FOUR THOUSAND, SEVENTY-FOUR
AND 00/100 DOLLARS ($11,764,074.00).

If additional services in excess of this amount are deemed necessary, a second amendment to the Original Agreement will be required and must be approved by the City Council prior to commencing the work.

4. The end date in the Original Agreement between the parties shall be deleted and the parties agree to and hereby do substitute the following in its place:

DocuSign Envelope ID: 678C3681-BA8C-4E73-8501-84D729806C14 #1..
- 88 -
-6- City of Modesto
WSP USA Inc. First Amendment State Route 132 West Freeway/Expressway - Phase 1 Project “This Agreement shall be extended to completion of construction contract closeout with Caltrans or December 31, 2025, unless extended by agreement of both parties.”

5. Except as herein amended or modified, the provisions of the Original Agreement are expressly reaffirmed and remain in full force and effect.

DocuSign Envelope ID: 678C3681-BA8C-4E73-8501-84D729806C14 #1..
- 89 -
-7- City of Modesto
WSP USA Inc. First Amendment State Route 132 West Freeway/Expressway - Phase 1 Project IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this First Amendment to Agreement for Construction Management Services in duplicate by its City Manager and attestation by its City Clerk under authority of Resolution No. 2021-________, adopted by the Council of the City of Modesto on the 28th day of September, 2021, and Consultant has caused this First Amendment to Agreement to be duly executed in duplicate as of the Effective Date.
(Signatures on next page)
DocuSign Envelope ID: 678C3681-BA8C-4E73-8501-84D729806C14 372
#1..
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CITY OF MODESTO,
a municipal corporation
BY: ____________________________
JOSEPH P. LOPEZ, City Manager
ATTEST:
(Seal)
BY: ____________________________
DANA SANCHEZ, Interim City Clerk

CONSULTANT,
________________________________
BY: ____________________________
By _____________________________
Name Title
BY: ____________________________
By _____________________________
Name Title
APPROVED AS TO FORM:

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

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

Partnership - signature of a partner required Sole
Proprietorship - signature of proprietor
required
DocuSign Envelope ID: 678C3681-BA8C-4E73-8501-84D729806C14

WSP USA, INC
Hillary Jassey
11-1531569
Secretary
Bart Littell Vice President
10/18/2021
#1..
- 91 -
August 4, 2021
John Rawles, P.E./Project Manager
City of Modesto
P.O. Box 642
Modesto, CA 95353
RE: State Route 132 West Freeway/ Expressway-Phase 1 Project, Amendment No. 1 Dear Mr. Rawles,
The purpose of this letter is to request an Amendment to the existing State Route 132 West Freeway/Expressway Phase 1 Project Construction Management Services Agreement between the City of Modesto and WSP USA INC. executed on June 25, 2019.

The original WSP contract (Agreement) was procured approximately 6-months prior to start of project construction. At that time staff was unsure if there would be enough funding to complete the entire construction project as originally contemplated. To ensure financial support of the construction project, a bid alternate strategy was developed. This bid alternate work was to support construction of an Intelligent Transportation System (ITS) requested by Caltrans and to support a fully developed landscape plan as originally intended. The result of this added work was to extend the construction completion date from October 2021 to June 2022 and provide for 3-year Plant Establishment Period.

The WSP Agreement was tendered to support the base bid contract excluding the added alternatives and Plant Establishment Period. When the construction contract bids were received, the City was able to fund the project as originally intended. The inclusion of the bid alternates added approximately 6-months to the base bid construction schedule in addition to a 3-year Plant Establishment Period. This extension of the project schedule carried with it the need to extend the WSP Agreement to perform the Scope of Services for an additional extended term.

The Scope of Services for purposes of this Amendment (Amendment No. 1) remains unchanged from that which was provided in the Agreement. This Amendment extends WSP’s obligations to perform the Scope of Services listed in Exhibit “A” of the Agreement for the term of the Amendment.

Please extend the agreement duration noted on page 1 of the Construction Management Services Agreement, which indicates this Agreement shall end on December 31, 2021, unless extended by agreement of the parties. It is suggested the Agreement be extended to completion of construction contract closeout with Caltrans or December 31, 2025. #1..
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RE: State Route 132 West Freeway/ Expressway-Phase 1 Project, Amendment No. 1

Page 2 ends

The cost associated with the extension of the Agreement End Date is broken down on “Exhibit D-1 — Revised Fee Schedule”.

The existing Agreement amount, previously submitted Additional Service Requests, and this proposed First Amendment totals are shown in the following table.

Agreement Total
Existing Contract, 6/25/2019 $8,973,533.00
First Additional Services Request $125,802.56
Second Additional Services Request $771,550.44
Subtotal with Additional Services $9,870,886.00
First Amendment $1,721,080.00
Revised Agreement Total $11,591,966.00
If you have any questions regarding this amendment request, please contact me at (925) 765-3225 / [email protected].

Sincerely,
WSP USA Inc.

Bart Littell, P.E.

Construction Services District Manager/Vice President
Attachments:

1. Exhibit C-1 – Revised Project Schedule

2. Exhibit D-1 – Revised Fee Schedule
#1..
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EXHIBIT C-1
REVISED PROJECT SCHEDULE (AMENDMENT NO. 1)

PRELIMINARY REVISED
Select Construction Management Consultant NOVEMBER 2018 COMPLETED CITY Approval JUNE 2019 COMPLETED
RTL JUNE 2019 COMPLETED
Advertise Project for Construction JULY 2019 COMPLETED
Award Construction Contract SEPTEMBER 2019 COMPLETED
Start Construction OCTOBER 2019 COMPLETED
Complete Construction-Civil JULY 2021 MARCH 2022
WSP COMPLETE POST-CONSTRUCTION SERVICES OCTOBER 2021 JUNE 2025 TASKS Completion Date
REVISED PROJECT SCHEDULE (Amendment No. 1)
SR132 WEST FREEWAY/EXPRESSWAY-PHASE 1 PROJECT
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Basis For Estimate
1)
2)
3) Annual labor escalations of 2.9% to be effective in January are included 4)
5)

COST ESTIMATE
Wednesday, August 4, 2021
To:

Bart Littell
WSP USA INC.

FOR

CONSTRUCTION MANAGEMENT SERVICES
From:

FOR
STATE ROUTE 132 WEST FREEWAY/EXPRESSWAY - PHASE 1 PROJECT

CITY OF MODESTO
EXHIBIT D-1
DIR Determination NC-63-3-9-2018-2.

Staff performing inspection services are subject to DIR regulations including prevailing wage rates, fringes, shift differentials and overtime premiums. Bill rates will be adjusted to comply.

Justification for requesting an extension to provide Construction Management Services: The addtion of Bid Alternates A and B to the base bid of the construction contract increased the overall construction duration by 120 working days.

This Estimate extends Construction Management Services to June of 2025 per the Revised Staffing Schedule.

AMENDMENT NO. 1
Approved: ______________________
#1..

CITY OF MODESTO SR-132 FREEWAY/EXPRESSWAY
WSP USA INC.

COST ESTIMATE SUMMARY
TASK 1 - PRECONSTRUCTION COMPLETE

WSP BURDENED LABOR COSTS
LABOR $ -
SUBTOTAL $ -
SUBCONSULTANT(S):

WSP BURDENED LABOR COSTS
LABOR $ 1,419,475

OVERTIME
(Estimated at 10% of Inspection Hours) $ 63,359
SECOND SHIFT PREMIUM $ 11,123
(Estimated at 15% of Inspection Hours)
SUBTOTAL $ 1,493,958
SUBCONSULTANT(S):

Materials Testing Kleinfelder, Inc. $ 110,000
Public Information AIM Consulting, Inc. (DBE) $ 7,407
Document Control VSCE, Inc. (DBE) $ 45,000
QA Survey Transamerican Engineers & Associates, Inc. (DBE) $ - Environmental LSA Associates, Inc. $ 5,000
Paleontological Services Cogstone Resource Management (DBE) $ - SUBTOTAL $ 167,407
EXPENSES: $ 59,714
SUBTOTAL $ 59,714
TOTAL PHASE 2 $ 1,721,080.00
PROJECT TOTAL $ 1,721,080.00
#1..

Revised Staffing Schedule
YEAR: 2022 2023 2024 2025
PLANT

ESTABLISHMENT
START YEAR 1
PLANT

ESTABLISHMENT
YEAR 1-2
PLANT

ESTABLISHMENT
YEAR 2-3
PLANT

ESTABLISHMENT
END YEAR 3
MONTH: M J J A S O N D J F M A M J A-D J-D J-D J-M
POSITION NAME FIRM 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 Construction Manager/Project Controls Eng. Scott Frenette, JD, CCM, QSD WSP 100 100 100 100 40 40 40 520 Resident Engineer Rick Deml, PE, QSD WSP 160 160 160 160 160 160 160 24 24 24 24 1,216 Structure Representative/ARE/SMR Indy Chadha, PE, QSD WSP 160 160 160 160 40 680 Structure Representative/ARE/SMR Bill Howe, PE, QSD WSP Document Control Chad Baker, EIT WSP 160 160 160 160 80 80 80 880 Office Engineer Juan Becerra VSCE 160 160 160 160 160 160 80 1,040 Project Accountant Marianne Beltram WSP-GSO 16 160 16 16 16 6 6 2 2 2 2 244 Roadway Inspector Grp 2 Ryan George WSP 160 160 160 160 640 Roadway Inspector Grp 2 Kevin Irahola WSP 160 160 160 160 40 32 32 32 32 808 Structures Inspector Grp 2 TBD WSP 160 160 160 160 640
Utility Inspector Grp 2 Dave McCullough WSP 160 160 160 160 640 Electrical-Roadway Inspector Grp 2 Roy Robbert WSP 160 160 160 160 40 680 Peak Structures Inspector Grp 2 (As-Needed) Brice Ehoff WSP 160 160 160 160 640 Peak Roadway Inspector Grp 2 (As-Needed) TBD WSP 160 160 Overtime Hours
Roadway Inspector Grp 2 Ryan George WSP 40 20 20 20 100 Roadway Inspector Grp 2 Kevin Irahola WSP 40 20 20 20 100 Structures Inspector Grp 2 TBD WSP 16 8 8 8 40
Utility Inspector Grp 2 Dave McCullough WSP 16 8 8 8 40 Electrical-Roadway Inspector Grp 2 Roy Robbert WSP 16 8 8 8 40 Peak Structures Inspector Grp 2 (As-Needed) Brice Ehoff WSP Peak Roadway Inspector Grp 2 (As-Needed) TBD WSP
Rain Days Not Included
Staff performing inspection services are subject to prevailing wage rates 9,108 TOTAL
HOURS
2021 2022
TASK 2 POST
CONSTRUCTION TASK 2 CONSTRUCTION
#1..

CITY OF MODESTO SR-132 FREEWAY/EXPRESSWAY

BILL BILL BILL BILL BILL TOTAL TOTAL

POSITION NAME FIRM HRS RATE TOTAL HRS RATE TOTAL HRS RATE TOTAL HRS RATE TOTAL HRS RATE TOTAL HOURS COST Construction Manager/Project Controls Eng. Scott Frenette, JD, CCM, WSP 100 202.30 $20,230.00 420 208.17 $87,431.40 0 214.21 $0.00 0 220.42 $0.00 0 226.81 $0.00 520 $107,661 Resident Engineer Rick Deml, PE, QSD WSP 160 230.99 $36,958.40 984 237.69 $233,886.96 24 244.58 $5,869.92 24 251.67 $6,040.08 24 258.97 $6,215.28 1,216 $288,971 Structure Representative/ARE/SMR Indy Chadha, PE, QSD WSP 160 196.83 $31,492.80 520 202.54 $105,320.80 0 208.41 $0.00 0 214.45 $0.00 0 220.67 $0.00 680 $136,814 Structure Representative/ARE/SMR Bill Howe, PE, QSD WSP 0 205.33 $0.00 0 211.28 $0.00 0 217.41 $0.00 0 223.71 $0.00 0 230.20 $0.00 0 $0 Document Control Chad Baker, EIT WSP 160 86.36 $13,817.60 720 88.86 $63,979.20 0 91.44 $0.00 0 94.09 $0.00 0 96.82 $0.00 880 $77,797 Office Engineer Juan Becerra VSCE 160 83.96 $13,433.60 880 86.39 $76,023.20 0 88.90 $0.00 0 91.48 $0.00 0 94.13 $0.00 1,040 $89,457 Project Accountant Marianne Beltram WSP-GSO 16 113.84 $1,821.44 222 117.14 $26,005.08 2 120.54 $241.08 2 124.04 $248.08 2 127.64 $255.28 244 $28,571 Roadway Inspector Grp 2 Ryan George WSP 160 163.62 $26,178.90 480 168.36 $80,812.80 0 173.24 $0.00 0 178.26 $0.00 0 183.43 $0.00 640 $106,992 Roadway Inspector Grp 2 Kevin Irahola WSP 160 156.10 $24,976.69 552 160.63 $88,667.76 32 165.29 $5,289.28 32 170.08 $5,442.56 32 175.01 $5,600.32 808 $129,977 Structures Inspector Grp 2 TBD WSP 160 158.95 $25,432.07 480 163.56 $78,508.80 0 168.30 $0.00 0 173.18 $0.00 0 178.20 $0.00 640 $103,941 Utility Inspector Grp 2 Dave McCullough WSP 160 166.46 $26,634.28 480 171.29 $82,219.20 0 176.26 $0.00 0 181.37 $0.00 0 186.63 $0.00 640 $108,853 Electrical-Roadway Inspector Grp 2 Roy Robbert WSP 160 151.85 $24,295.44 520 156.25 $81,250.00 0 160.78 $0.00 0 165.44 $0.00 0 170.24 $0.00 680 $105,545 Peak Structures Inspector Grp 2 (As-Needed) Brice Ehoff WSP 160 166.74 $26,677.99 480 171.57 $82,353.60 0 176.55 $0.00 0 181.67 $0.00 0 186.94 $0.00 640 $109,032 Peak Roadway Inspector Grp 2 (As-Needed) TBD WSP 160 161.66 $25,865.60 0 166.35 $0.00 0 171.17 $0.00 0 176.13 $0.00 0 181.24 $0.00 160 $25,866 1,876 $297,814.81 6,738 $1,086,458.80 58 $11,400.28 58 $11,730.72 58 $12,070.88 8,788 $ 1,419,475 REVISED STRAIGHT TIME LABOR COSTS (AMENDMENT NO. 1)

CONSTRUCTION
Jan 1, 2021- Dec 31, 2021 Jan 1, 2022- Dec 31, 2022 Jan 1, 2023- Dec 31, 2023 Jan 1, 2024- Dec 31, 2024 Jan 1, 2025- Dec 31, 2025 #1..

CITY OF MODESTO SR-132 FREEWAY/EXPRESSWAY

BILL BILL TOTAL TOTAL

POSITION NAME FIRM HRS RATE TOTAL HRS RATE TOTAL HOURS COST Roadway Inspector Grp 2 Ryan George WSP 40 199.55 $7,982.00 60 205.34 $12,320.22 100 $20,302 Roadway Inspector Grp 2 Kevin Irahola WSP 40 190.38 $7,615.20 60 195.90 $11,754.06 100 $19,369 Structures Inspector Grp 2 TBD WSP 16 193.86 $3,101.76 24 199.48 $4,787.57 40 $7,889 Utility Inspector Grp 2 Dave McCullough WSP 16 203.02 $3,248.32 24 208.91 $5,013.78 40 $8,262 Electrical-Roadway Inspector Grp 2 Roy Robbert WSP 16 185.19 $2,963.04 24 190.56 $4,573.45 40 $7,536 Peak Structures Inspector Grp 2 (As-Needed) Brice Ehoff WSP 0 203.35 $0.00 0 209.25 $0.00 0 $0 Peak Roadway Inspector Grp 2 (As-Needed) TBD WSP 0 197.16 $0.00 0 202.88 $0.00 0 $0 128 $ 24,910.32 192 $38,449.08 320 $ 63,359
REVISED OVER TIME LABOR COSTS (AMENDMENT NO. 1)
Jan 1, 2021- Dec 31, 2021 Jan 1, 2022- Dec 31, 2022

CONSTRUCTION
#1..

CITY OF MODESTO SR-132 FREEWAY/EXPRESSWAY
WSP USA INC.

UNIT
UNIT QTY COST ($) SUBTOTAL ($)
TOTAL ($) THIS

ESTIMATE

A) OFFICE

B) OFFICE SUPPLIES
Initial Supply Allowance 0 2,000 $ - Billed at Cost
Office Supplies Months 6 300 $ 1,800.00 Monthly Lump Sum Shipping Months 0.5 100 $ 50.00 Monthly Lump Sum
$ 1,850.00
C) OTHER DIRECT EXPENSES Allowance 0 5,000 $ - $ - Billed at Cost

D) VEHICLES, VEHICLE O&M
Scott Frenette, JD, CCM, QSD WSP Monthly 7 600.00 $ 4,200.00 Rick Deml, PE, QSD WSP Monthly 11 1,000.00 $ 11,000.00
Indy Chadha, PE, QSD WSP Monthly 5 1,000.00 $ 5,000.00
Bill Howe, PE, QSD WSP Monthly 0 600.00 $ -
Ryan George WSP Monthly 4 1,000.00 $ 4,000.00
Kevin Irahola WSP Monthly 9 1,000.00 $ 9,000.00
TBD WSP Monthly 4 1,000.00 $ 4,000.00
Dave McCullough WSP Monthly 4 1,000.00 $ 4,000.00
Roy Robbert WSP Monthly 5 1,000.00 $ 5,000.00
Brice Ehoff WSP Monthly 7 1,000.00 $ 7,000.00
TBD WSP Monthly 1 1,000.00 $ 1,000.00
$ 54,200.00

E) COMPUTER/IT/SERVICE, SURVEY EQUIPMENT, FIELD EQUIPMENT, SAFETY EQUIPMENT Computers/IT/Printers/Service Monthly 9 150.00 $ 1,350.00 Billed at Cost Survey Monthly 3 771.31 $ 2,314.37 Billed at Cost
$ 3,664.37
Field Costs $ 3,664.37
TOTAL EXPENSES $ 59,714.37

REVISED EXPENSES
Per contract documents field office will be provided by the contractor.

WSP USA
Suite 104
3260 Lone Tree Way
Antioch, CA 94509
Tel.: +1 925 756-2381
Fax: +1 925 756-2385
wsp.com
June 06, 2022
John Rawles P.E./Project Manager
City of Modesto
P.O. Box 642
Modesto, CA 95353
Subject: STATE ROUTE 132 WEST FREEWAY/EXPRESSWAY-PHASE 1 PROJECT (Federal Project No. TGHPLUL5059230)-CONSTRCUTION MANAGEMENT SERVICES AGREEMENT AMENDMENT REQUEST NO. 2
(WSP)
Dear Mr. Rawles:

WSP is pleased to have been selected to provide Construction Management (CM) services for the SR 132 West Freeway/Expressway Phase 1 Project (Project) for the City of Modesto. The Project is project is estimated to extend beyond the current contract completion date of June 20, 2022 due to several directed changes related to the MID Access Road, Carpenter Road Reconfiguration and the HMA Overlay of Kansas Avenue between N. Carpenter Road and N. Dakota Avenue.

These items of work are estimated to extend the current contract completion date to September 30, 2022 with Project Closeout being completed in December of this year.

We look forward to helping successfully deliver the completed Project for the City of Modesto and the region. To this end, WSP is submitting an Amendment Request No. 2 pursuant to the Construction Management Services Agreement executed on June 25, 2019 (Agreement) in the amount of $621,745.68.

The Scope of Services for purposes of this Amendment (Amendment No. 2) remains unchanged from that which was provided in the Agreement. This Amendment extends WSP’s obligations to perform the Scope of Services listed in Exhibit A of the Agreement for the term of the Amendment.

The cost associated with the extension of the Agreement End Date is broken down on “Exhibit D-2 — Revised Fee Schedule”.
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Page 2 ends

The existing Agreement amount, previously submitted Additional Service Requests, the First Amendment and this proposed Second Amendment totals are shown in the following table.

Agreement Total
Existing Contract, 6/25/2019 $8,973,533.00
First Additional Services Request $125,802.56
Second Additional Services Request $771,550.44
Third Additional Services Request $172,108.00
Subtotal with Additional Services $10,042,994.00
First Amendment $1,721,079.56
Second Amendment $621,745.68
Revised Agreement Total $12,385,819.20
If you have any questions regarding this amendment request, please contact me at (925) 765-3225 / [email protected].

Sincerely,
WSP USA Inc.

Bart Littell, P.E.

Construction Services District Manager/Vice President
Attachments:

1. Exhibit C-2 – Revised Project Schedule

2. Exhibit D-2 – Revised Fee Schedule
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EXHIBIT C-2
REVISED PROJECT SCHEDULE (AMENDMENT NO. 2)
AMENDMENT NO. 1 REVISED
Select Construction Management Consultant NOVEMBER 2018 COMPLETED CITY Approval JUNE 2019 COMPLETED
RTL JUNE 2019 COMPLETED
Advertise Project for Construction JULY 2019 COMPLETED
Award Construction Contract SEPTEMBER 2019 COMPLETED
Start Construction OCTOBER 2019 COMPLETED
Complete Construction-Civil MARCH 2022 SEPTEMBER 2022
COMPLETE CCO WORK-MID Access Road, Carpenter
Road Realignment & Kansas Avenue HMA Overlay N/A SEPTEMBER 2022 COMPLETE PROJECT CLOSEOUT SEPTEMBER 2022 DECEMBER 2022
WSP COMPLETE PLANT ESTABLISHMENT JUNE 2025 JUNE 2025
TASKS
Completion Date
REVISED PROJECT SCHEDULE (Amendment No. 2)
SR132 WEST FREEWAY/EXPRESSWAY-PHASE 1 PROJECT
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Revised Staffing Schedule: Amendment No. 2
YEAR: 2022 2023 2024 2025
PLANT

ESTABLISHMENT
START YEAR 1
PLANT

ESTABLISHMENT
YEAR 1-2
PLANT

ESTABLISHMENT
YEAR 2-3
PLANT

ESTABLISHMENT
END YEAR 3
MONTH: M J J A S O N D A-D J-D J-D J-M
POSITION NAME FIRM 1 2 3 4 5 15 16 17 18
Construction Manager/Project Controls Eng. Scott Frenette, JD, CCM, QSD WSP 60 60 60 60 60 300 Resident Engineer Rick Deml, PE, QSD WSP 160 160 160 160 160 800 Closeout RE John Adams, PE, QSD WSP 160 160 160 160 160 40 40 40 40 960 Structure Representative/ARE/SMR Bill Howe, PE, QSD WSP Document Control Chad Baker, EIT WSP 160 160 320
Office Engineer Juan Becerra VSCE 160 160 160 160 160 800 Project Accountant Marianne Beltram WSP-GSO 16 16 8 8 8 2 2 2 2 64 Roadway Inspector Grp 2 Josh Byrum WSP 160 160 320
Roadway Inspector Grp 2 Khalid Vospaul WSP
Structures Inspector Grp 2 Brian Harrington WSP
Utility Inspector Grp 2 Dave McCullough WSP 40 40 40 120 Electrical-Roadway Inspector Grp 2 Roy Robbert WSP 160 160 160 80 560 Peak Structures Inspector Grp 2 (As-Needed) Brice Ehoff WSP 160 160 320 Overtime Hours
Roadway Inspector Grp 2 Josh Byrum WSP 16 16 32
Roadway Inspector Grp 2 Khalid Vospaul WSP
Structures Inspector Grp 2 TBD WSP
Utility Inspector Grp 2 Dave McCullough WSP
Electrical-Roadway Inspector Grp 2 Roy Robbert WSP 16 16 32 Peak Structures Inspector Grp 2 (As-Needed) Brice Ehoff WSP 16 16 32 WSP
Rain Days Not Included
Staff performing inspection services are subject to prevailing wage rates 4,660 TOTAL
HOURS
2022 2022
TASK 2 POST

CONSTRUCTION
TASK 2 CONSTRUCTION
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Basis For Estimate
1)
2)
3) Annual labor escalations of 2.9% to be effective in January are included 4)
5)

COST ESTIMATE
Monday, June 6, 2022
To:

Bart Littell
WSP USA INC.

FOR

CONSTRUCTION MANAGEMENT SERVICES
From:

FOR
STATE ROUTE 132 WEST FREEWAY/EXPRESSWAY - PHASE 1 PROJECT

CITY OF MODESTO
EXHIBIT D-2
DIR Determination NC-63-3-9-2018-2.

Staff performing inspection services are subject to DIR regulations including prevailing wage rates, fringes, shift differentials and overtime premiums. Bill rates will be adjusted to comply.

Justification for requesting an extension to provide Construction Management Services: City Requested Changes/Modifications projected to extend Construction to September 30, 2022 with Project Closeout completing by December 31, 2022.

This Estimate extends Construction Management Services June of 2025 per the Revised Staffing Schedule.

AMENDMENT NO. 2
Approved: ______________________
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CITY OF MODESTO SR-132 FREEWAY/EXPRESSWAY
WSP USA INC.

TASK 1 - PRECONSTRUCTION COMPLETE

WSP BURDENED LABOR COSTS
LABOR $ -
SUBTOTAL $ -
SUBCONSULTANT(S):

WSP BURDENED LABOR COSTS
LABOR $ 488,753

OVERTIME
(Estimated at 10% of Inspection Hours) $ -
SECOND SHIFT PREMIUM $ 2,016
(Estimated at 15% of Inspection Hours)
SUBTOTAL $ 490,770
SUBCONSULTANT(S):

Materials Testing Kleinfelder, Inc. $ -
Public Information AIM Consulting, Inc. (DBE) $ 39,044
Document Control VSCE, Inc. (DBE) $ 69,112
QA Survey Transamerican Engineers & Associates, Inc. (DBE) $ - Environmental LSA Associates, Inc. $ -
Paleontological Services Cogstone Resource Management (DBE) $ - SUBTOTAL $ 108,156
EXPENSES: $ 22,820
SUBTOTAL $ 22,820
TOTAL PHASE 2 $ 621,745.68
$ 621,745.68

COST TO COMPLETE BASED ON REVISED STAFFING SCHEDULE

PROJECT TOTAL
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Revised Staffing Schedule: Amendment No. 2
YEAR: 2022 2023 2024 2025
PLANT

ESTABLISHMENT
START YEAR 1
PLANT

ESTABLISHMENT
YEAR 1-2
PLANT

ESTABLISHMENT
YEAR 2-3
PLANT

ESTABLISHMENT
END YEAR 3
MONTH: M J J A S O N D A-D J-D J-D J-M
POSITION NAME FIRM 1 2 3 4 5 15 16 17 18
Construction Manager/Project Controls Eng. Scott Frenette, JD, CCM, QSD WSP 40 40 40 40 40 200 Resident Engineer Rick Deml, PE, QSD WSP 160 160 80 80 80 560 Closeout RE John Adams, PE, QSD WSP 160 160 160 160 160 40 40 40 40 960 Structure Representative/ARE/SMR Bill Howe, PE, QSD WSP Document Control Chad Baker, EIT WSP
Office Engineer Juan Becerra VSCE 160 160 160 160 160 800 Project Accountant Marianne Beltram WSP-GSO 16 16 8 8 8 2 2 2 2 64 Roadway Inspector Grp 2 Josh Byrum WSP
Roadway Inspector Grp 2 Khalid Vospaul WSP
Structures Inspector Grp 2 Brian Harrington WSP
Utility Inspector Grp 2 Dave McCullough WSP 80 80 80 240 Electrical-Roadway Inspector Grp 2 Roy Robbert WSP 160 160 160 480 Peak Structures Inspector Grp 2 (As-Needed) Brice Ehoff WSP Overtime Hours
Roadway Inspector Grp 2 Josh Byrum WSP
Roadway Inspector Grp 2 Khalid Vospaul WSP
Structures Inspector Grp 2 TBD WSP
Utility Inspector Grp 2 Dave McCullough WSP
Electrical-Roadway Inspector Grp 2 Roy Robbert WSP
Peak Structures Inspector Grp 2 (As-Needed) Brice Ehoff WSP WSP
Rain Days Not Included
Staff performing inspection services are subject to prevailing wage rates 3,304 TOTAL
HOURS
2022 2022
TASK 2 POST

CONSTRUCTION
TASK 2 CONSTRUCTION
#1..
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CITY OF MODESTO SR-132 FREEWAY/EXPRESSWAY

BILL BILL BILL BILL BILL TOTAL TOTAL

POSITION NAME FIRM HRS RATE TOTAL HRS RATE TOTAL HRS RATE TOTAL HRS RATE TOTAL HRS RATE TOTAL HOURS COST Construction Manager/Project Controls Eng. Scott Frenette, JD, CCM, QSDWSP 0 202.30 $0.00 200 208.18 $41,636.00 0 214.22 $0.00 0 220.43 $0.00 0 226.82 $0.00 200 $41,636 Resident Engineer Rick Deml, PE, QSD WSP 0 230.99 $0.00 560 237.69 $133,106.40 0 244.58 $0.00 0 251.67 $0.00 0 258.97 $0.00 560 $133,106 Closeout RE John Adams, PE, QSD WSP 0 194.00 $0.00 840 196.84 $165,345.60 40 202.55 $8,102.00 40 208.42 $8,336.80 40 214.46 $8,578.40 960 $190,363 Structure Representative/ARE/SMR Bill Howe, PE, QSD WSP 0 205.33 $0.00 0 211.28 $0.00 0 217.41 $0.00 0 223.71 $0.00 0 230.20 $0.00 0 $0 Office Engineer Chad Baker, EIT WSP 0 86.36 $0.00 0 88.87 $0.00 0 91.45 $0.00 0 94.10 $0.00 0 96.83 $0.00 0 $0 Project Accountant Juan Becerra VSCE 0 83.96 $0.00 800 86.39 $69,112.00 0 88.90 $0.00 0 91.48 $0.00 0 94.13 $0.00 800 $69,112 Roadway Inspector Grp 2 Marianne Beltram WSP-GSO 0 113.84 $0.00 58 117.14 $6,794.12 2 120.54 $241.08 2 124.04 $248.08 2 127.64 $255.28 64 $7,539 Roadway Inspector Grp 2 Josh Byrum WSP 0 163.62 $0.00 0 168.36 $0.00 0 173.24 $0.00 0 178.26 $0.00 0 183.43 $0.00 0 $0 Structures Inspector Grp 2 Khalid Vospaul WSP 0 156.10 $0.00 0 160.63 $0.00 0 165.29 $0.00 0 170.08 $0.00 0 175.01 $0.00 0 $0 Utility Inspector Grp 2 TBD WSP 0 158.95 $0.00 0 163.56 $0.00 0 168.30 $0.00 0 173.18 $0.00 0 178.20 $0.00 0 $0 Electrical-Roadway Inspector Grp 2 Dave McCullough WSP 0 166.46 $0.00 240 171.29 $41,109.60 0 176.26 $0.00 0 181.37 $0.00 0 186.63 $0.00 240 $41,110 Peak Structures Inspector Grp 2 (As-Needed) Roy Robbert WSP 0 151.85 $0.00 480 156.25 $75,000.00 0 160.78 $0.00 0 165.44 $0.00 0 170.24 $0.00 480 $75,000 Brice Ehoff WSP 0 166.74 $0.00 0 171.57 $0.00 0 176.55 $0.00 0 181.67 $0.00 0 186.94 $0.00 0 $0 Staff performing inspection services are
subject to prevailing wage rates
RFP Date 10/15/18, 2018-02 Determination
0 $0.00 3,178 $532,103.72 42 $8,343.08 42 $8,584.88 42 $8,833.68 3,304 557,865 $ REVISED STRAIGHT TIME LABOR COSTS (AMENDMENT NO. 2)

CONSTRUCTION
Jan 1, 2021- Dec 31, 2021 Jan 1, 2022- Dec 31, 2022 Jan 1, 2023- Dec 31, 2023 Jan 1, 2024- Dec 31, 2024 Jan 1, 2025- Dec 31, 2025 #1..
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CITY OF MODESTO SR-132 FREEWAY/EXPRESSWAY

BILL BILL TOTAL TOTAL

POSITION NAME FIRM HRS RATE TOTAL HRS RATE TOTAL HOURS COST Roadway Inspector Grp 2 Josh Byrum WSP 0 199.55 $0.00 0 205.34 $0.00 0 $0 Roadway Inspector Grp 2 Khalid Vospaul WSP 0 190.38 $0.00 0 195.90 $0.00 0 $0 Structures Inspector Grp 2 TBD WSP 0 193.86 $0.00 0 199.48 $0.00 0 $0 Utility Inspector Grp 2 Dave McCullough WSP 0 203.02 $0.00 0 208.91 $0.00 0 $0 Electrical-Roadway Inspector Grp 2 Roy Robbert WSP 0 185.19 $0.00 0 190.56 $0.00 0 $0 Peak Structures Inspector Grp 2 (As-Needed) Brice Ehoff WSP 0 203.35 $0.00 0 209.25 $0.00 0 $0 Peak Roadway Inspector Grp 2 (As-Needed) TBD WSP 0 197.16 $0.00 0 202.88 $0.00 0 $0 0 $ - 0 $0.00 0 -$
REVISED OVER TIME LABOR COSTS (AMENDMENT NO. 2)
Jan 1, 2021- Dec 31, 2021 Jan 1, 2022- Dec 31, 2022

CONSTRUCTION
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CITY OF MODESTO SR-132 FREEWAY/EXPRESSWAY
WSP USA INC.

UNIT
UNIT QTY COST ($) SUBTOTAL ($)
TOTAL ($) THIS

ESTIMATE

A) OFFICE

B) OFFICE SUPPLIES
Initial Supply Allowance 0 2,000 $ - Billed at Cost
Office Supplies Months 5 300 1,500.00 $ Monthly Lump Sum Shipping Months 0 100 $ - Monthly Lump Sum
$ 1,500.00
C) OTHER DIRECT EXPENSES Allowance 0 5,000 $ - $ - Billed at Cost

D) VEHICLES, VEHICLE O&M
Scott Frenette, JD, CCM, QSD WSP Monthly 1 600.00 600.00 $ Rick Deml, PE, QSD WSP Monthly 4 1,000.00 4,000.00 $
John Adams, PE, QSD WSP Monthly 7 1,000.00 7,000.00 $
Bill Howe, PE, QSD WSP Monthly 0 600.00 $ -
Josh Byrum WSP Monthly 0 1,000.00 $ -
Khalid Vospaul WSP Monthly 0 1,000.00 $ -
TBD WSP Monthly 0 1,000.00 $ -
Dave McCullough WSP Monthly 2 1,000.00 2,000.00 $
Roy Robbert WSP Monthly 3 1,000.00 3,000.00 $
Brice Ehoff WSP Monthly 0 1,000.00 $ -
$ 16,600.00

E) COMPUTER/IT/SERVICE, SURVEY EQUIPMENT, FIELD EQUIPMENT, SAFETY EQUIPMENT Computers/IT/Printers/Service Monthly 17 160.00 2,720.00 $ Billed at Cost Survey Monthly 5 400.00 2,000.00 $ Billed at Cost
$ 4,720.00
Field Costs $ 4,720.00
TOTAL EXPENSES $ 22,820.00

REVISED EXPENSES
Per contract documents field office will be provided by the contractor.

CITY OF MODESTO

ECONOMIC DEVELOPMENT

COMMITTEE AGENDA REPORT
DATE OF MEETING:

January 11, 2023
Date: December 19, 2022
TO: Economic Development Committee
Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
Eric Alvarez, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Jaylen French, Director of Community and Economic Development SUBJECT: Freeway Maintenance Agreement for State Route 132 CONTACT: Toby Wells, City Engineer, [email protected], 209-571-5442 DESCRIPTION:

Consider approving Freeway Maintenance Agreement for the State Route 132 West Freeway/Expressway - Phase 1 Project with the State of California, acting by and through the Department of Transportation, and the City of Modesto, and forwarding to Council for approval. (Funding Source: Not Applicable)
STRATEGIC PLAN ELEMENT:

This item is consistent with the Council’s 2020-2025 Strategic Plan Goal D, Ensure Safe, Efficient and Reliable Infrastructure. Specifically, this item supports the SR132 West Freeway/Expressway Project and the City’s goal to expand alternative modes of travel, improve transportation flow, and drive economic vitality.

BACKGROUND:

The purpose of the State Route 132 West Freeway/Expressway - Phase 1 Project is to improve regional and interregional circulation, relieve traffic congestion along existing State Route 132 (SR132), and enhance safety and operations for the existing and proposed transportation network.

The Phase 1 Project includes construction of an access-controlled, 2-lane expressway (one lane eastbound and one lane westbound) along a new alignment just south of Kansas Avenue starting from the east side of State Route 99 (SR99) at the west end of the Needham Street Bridge, westbound to Dakota Avenue and then along Dakota Avenue to the existing SR132/Maze Boulevard. The Project also includes grade separations at Rosemore Avenue, Carpenter Avenue, Emerald Avenue, and SR99, and improvements to the 5th and 6th Street connections to the new SR132 expressway and the addition of an auxiliary lane at the northbound SR99 on-ramp at L Street.
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Economic Development Committee, January 11, 2023
Freeway Maintenance Agreement for State Route 132

Page 2 of 3 ends

On April 23, 2019, by Resolution 2019-177, Council approved Freeway Agreement STA-132 PM R13.4/R14.4 between the City of Modesto and the State of California, Department of Transportation. Both Parties consented to certain adjustments of the local street and road system required for the development of that portion of State Highway Route 132, declared a freeway, within the jurisdictional limits of the City of Modesto.

On June 14, 2019, Caltrans notified Staff that the City’s Right of Way Certification submittal was approved. On July 1, 2019, Caltrans notified Staff that Federal Highway Administration (FHWA) had approved the E-76 (funding authorization document) and cleared the Project to advertise for bids. The Project was advertised for bids on July 2, 2019. Bids were publicly opened on August 20, 2019 and Bay Cities Paving & Grading, Inc., of Concord, California was the apparent low bidder.

On September 24, 2019 per Resolution No. 2019-439, Council awarded a construction contract to Bay Cities Paving & Grading for the State Route 132 West Freeway/Expressway – Phase 1 Project. Construction activities began in December 2019.

DISCUSSION:

State Route 132 West Freeway/Expressway – Phase 1 Project is nearing completion, and the City of Modesto and State of California mutually desire to identify the maintenance responsibilities for areas lying within those modified freeway limits.

When construction is complete, the City of Modesto will resume control and maintenance over each of the relocated or reconstructed City roads, frontage roads, and other local facilities, except for any portion which is adopted by the State as a part of the new freeway construction.

This agreement addresses the respective maintenance responsibilities for the newly constructed facilities. The existing Maze Boulevard facilities will be addressed by a separate process after the completion of construction of the Phase 1 project. Staff recommends approving the Freeway Maintenance Agreement for the State Route 132 West Freeway/Expressway - Phase 1 Project.

FISCAL IMPACT:

There is no fiscal impact associated with the approval of the Freeway Maintenance Agreement.

Any costs related to the maintenance of the relocated or reconstructed City roads, frontage roads, and other local facilities will be paid by the appropriate funding source when expenses are incurred.

CEQA/NEPA REQUIREMENTS:

Caltrans has completed California Environmental Quality Act (CEQA) and National Environmental Policy Act (NEPA) review of the Project with approval of the document as part of the PA&ED Phase on March 9, 2018.
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Economic Development Committee, January 11, 2023
Freeway Maintenance Agreement for State Route 132

Page 3 of 3 ends

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion approving Freeway Maintenance Agreement STA-132, PM-R11.3/R14.7 for State Route 132 West Freeway/Expressway - Phase 1 Project with the State of California, acting by and through the Department of Transportation, and forwarding to Council for approval.

Approved by:

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

1. Freeway Maintenance Agreement STA-132, PM-R11.3/R14.7

2. Exhibit A

3. Exhibit B
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TR 10 22 0086
STA-132, PM-R11.3/R14.7
1 FREEWAY MAINTENANCE AGREEMENT
WITH

CITY OF MODESTO
THIS AGREEMENT is made effective this ______ day of ____________, 2023, by and between the State of California, acting by and through the Department of Transportation, hereinafter referred to as “STATE” and the CITY of MODESTO; hereinafter referred to as “CITY” and collectively referred to as “PARTIES.”

SECTION I

RECITALS

1. On April 23, 2019, a Freeway Agreement was executed between CITY and STATE, wherein the PARTIES consented to certain adjustments of the local street and road system required for the development of that portion of STATE Highway Route (SR) 132, declared a freeway, within the jurisdictional limits of the CITY.

2. Recent adjustments to said freeway have now been completed, or are nearing completion, and the PARTIES hereto mutually desire to identify the maintenance responsibilities of the CITY for areas lying within those modified freeway limits.

NOW THEREFORE IT IS AGREED:

SECTION II

AGREEMENT

1. Pursuant to Section 6 of the April 23, 2019, Freeway Agreement, CITY has resumed or will resume control and maintenance over each of the relocated or reconstructed CITY roads, frontage roads, and other STATE constructed local roads, except for any portion which is adopted by STATE as a part of the freeway proper.

2. The degree or extent of maintenance work to be performed, and the standards, therefore, shall be in accordance with the provisions of Section 27 of the Streets and Highways Code and the then current edition of the State Maintenance Manual.

3. CITY agrees to continue their control and maintenance of each of the affected relocated or reconstructed CITY streets and roads as shown on that attached hereto, Exhibit A, B and made a part hereof by this reference. #2..
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2 4. When another planned future improvement has been constructed and/or a minor revision has been effected within the limits of the freeway herein described which will affect the PARTIES’ maintenance responsibility as described herein, and there is mutual agreement on a change in the maintenance responsibilities between PARTIES, the PARTIES can revise the Exhibit A and B by a mutual written-execution of each of the exhibits.

5. CITY must obtain the necessary Encroachment Permits from STATE’s District 10 Encroachment Permit Office prior to entering STATE right of way to perform CITY maintenance responsibilities. This permit will be issued at no cost to CITY.

6. VEHICULAR OVERCROSSINGS

6.1.CITY will maintain, at CITY expense, the deck wearing surface and structural drainage system (and shall perform such work as may be necessary to ensure an impervious and/or otherwise suitable surface) and all portions of the structure above the bridge deck, including, but without limitation, lighting installations, decorative LED lighting system, textured paving island, as well as all traffic service facilities (sidewalks, signs, pavement markings, bridge rails, etc.) that may be required for the benefit or control of traffic using that overcrossing.

6.2. As directed by section 92.6 of the Streets and Highways Code, at locations determined by STATE, screening shall be placed on STATE freeway overpasses on which pedestrians are allowed. All screens installed under this program will be maintained by STATE, at STATE expense.

7. VEHICULAR AND PEDESTRIAN UNDERCROSSINGS

7.1.CITY will maintain the CITY paved roadway sections, including the traveled way, shoulders, curbs, sidewalks, slope paving for graffiti only (including eliminating graffiti), drainage installations, lighting installations and traffic service facilities that may be required for the benefit or control of traffic using that undercrossing.

7.2.CITY will request STATE’s District Encroachment Permit Engineer to issue the necessary Encroachment Permit for any proposed change in minimum vertical clearances between CITY roadway surface and the structure that results from modifications to the roadway (except when said modifications are made by STATE). If the planned modifications will result in a reduction in the minimum clearance within the traveled way, an estimate of the clearance reduction must be provided to STATE’s Transportation Permit Engineer prior to starting work. Upon completion of that work, a vertical clearance diagram will be furnished to STATE’s Transportation Permit #2..
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3 Engineer that shows revised minimum clearances for all affected movements of traffic, both at the edges of the traveled way and at points of minimum clearance within the traveled way.

8. WALLS, SOUNDWALLS, AND COLUMNS – CITY is responsible for debris removal, cleaning, and painting to keep CITY's side of soundwall, barrier, retaining wall, mechanically stabilized embankment (MSE) panel wall or any wall (chain link railing, cable railing) structure or column free of debris, dirt, and graffiti.

9. LANDSCAPED AREAS - CITY is responsible for the maintenance of any plantings or other types of roadside improvements of PROJECT lying outside of the fenced area restricting walk-on access to the freeway.

10.INTERCHANGE OPERATION - It is STATE’s responsibility to provide efficient operation of freeway interchanges, including ramp connections to local streets and roads.

10.1. Timing of traffic signals, which shall be coordinated with CITY to the extent that no conflict is created with freeway operations, shall be the sole responsibility of STATE.

11.BICYCLE PATHS, LANES, AND CYCLE TRACKS constructed as permitted encroachments within STATE’s right of way, CITY is solely responsible for all permitted improvements, including but not limited to the delineation, fencing, guard railing, drainage facilities. CITY will maintain, at CITY expense, a safe facility for bicycle travel along the entire length of the path/lane/cycle track by providing sweeping and debris removal when necessary; and all signing and striping, and pavement markings required for the direction and operation of that non-motorized facility.

12.LEGAL RELATIONS AND RESPONSIBILITIES

12.1. Nothing within the provisions of this Agreement is intended to create duties or obligations to or rights in third parties not PARTIES to this Agreement or to affect the legal liability of a PARTY to the Agreement by imposing any standard of care with respect to the operation and maintenance of STATE highways and local facilities different from the standard of care imposed by law.

12.2. Neither CITY nor any officer or employee thereof is responsible for any injury, damage or liability occurring by reason of anything done or omitted to be done by STATE, under or in connection with any work, authority or jurisdiction conferred upon STATE arising under this Agreement. It is understood and agreed that STATE shall fully defend, indemnify and save #2..
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4 harmless CITY and their officers and employees from all claims, suits or actions of every name, kind and description brought forth under, including, but not limited to, tortious, contractual, inverse condemnation and other theories or assertions of liability occurring by reason of anything done or omitted to be done by STATE under this Agreement.

12.3. Neither STATE nor any officer or employee thereof is responsible for any injury, damage or liability occurring by reason of anything done or omitted to be done by CITY under or in connection with any work, authority or jurisdiction conferred upon CITY and arising under this Agreement. It is understood and agreed that CITY shall fully defend, indemnify and save harmless STATE and all of its officers and employees from all claims, suits or actions of every name, kind and description brought forth under, including, but not limited to, tortious, contractual, inverse condemnation or other theories or assertions of liability occurring by reason of anything done or omitted to be done by CITY under this Agreement.

13.PREVAILING WAGES:

13.1. Labor Code Compliance- If the work performed under this Agreement is done under contract and falls within the Labor Code section 1720(a)(1) definition of a "public works" in that it is construction, alteration, demolition, installation, or repair; or maintenance work under Labor Code section 1771. CITY must conform to the provisions of Labor Code sections 1720 through 1815, and all applicable provisions of California Code of Regulations found in Title 8, Chapter 8, Subchapter 3, Articles 1-7. CITY agrees to include prevailing wage requirements in its contracts for public works. Work performed by CITY's own forces is exempt from the Labor Code's Prevailing Wage requirements.

13.2. Requirements in Subcontracts - CITY shall require its contractors to include prevailing wage requirements in all subcontracts when the work to be performed by the subcontractor under this Agreement is a "public works" as defined in Labor Code Section 1720(a)(1) and Labor Code Section 1771. Subcontracts shall include all prevailing wage requirements set forth in CITY's contracts.

14.INSURANCE:

14.1. SELF-INSURED - CITY is self-insured. CITY agrees to deliver evidence of self-insured coverage providing general liability insurance, coverage of bodily injury liability and property damage liability, naming STATE, its officers, agents, and employees as the additional insured in an amount of $1 million per occurrence and $2 million in aggregate and $5 million in #2..
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5 excess. Coverage shall be evidenced by a certification of self-insurance letter (“Letter of Self-Insurance”), satisfactory to STATE, certifying that CITY meets the coverage requirements of this section. This Letter of SelfInsurance shall also identify the location as depicted in EXHIBIT A. CITY shall deliver to STATE the Letter of Self-Insurance with a signed copy of this AGREEMENT. A copy of the executed Letter of Self-Insurance shall be attached hereto and incorporate as Exhibit B.

14.2. SELF-INSURED using Contractor - If the work performed under this AGREEMENT is done by CITY‘s contractor(s), CITY shall require its contractor(s) to maintain in force, during the term of this AGREEMENT, a policy of general liability insurance, including coverage of bodily injury liability and property damage liability, naming STATE, its officers, agents and employees as the additional insured in an amount of $1 million per occurrence and $2 million in aggregate and $5 million in excess.

Coverage shall be evidenced by a certificate of insurance in a form satisfactory to the STATE that shall be delivered to the STATE with a signed copy of this Agreement.

15. TERMINATION - This Agreement may be terminated by timely mutual written consent by PARTIES, and CITY’s failure to comply with the provisions of this Agreement may be grounds for a Notice of Termination by STATE.

16.TERM OF AGREEMENT - This Agreement shall become effective on the date first shown on its face sheet and shall remain in full force and effect until amended or terminated at any time upon mutual consent of the PARTIES or until terminated by STATE for cause.
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6 PARTIES are empowered by Streets and Highways Code Section 114 and 130 to enter into this Agreement and have delegated to the undersigned the authority to execute this Agreement on behalf of the respective agencies and covenants to have followed all the necessary legal requirements to validly execute this Agreement.

IN WITNESS WHEREOF, PARTIES hereto have set their hands and seals the day and year first above written.

THE CITY OF MODESTO STATE OF CALIFORNIA

DEPARTMENT OF TRANSPORTATION
By: ___________________________

JOSEPH LOPEZ
City Manager
By: ___________________________

CHARLY MODRELL
Acting Deputy District Director
Deputy District Director
Maintenance
District 10
ATTEST:

By: __________________________

DIANE NAYARES-PEREZ
City Clerk
Reso 2023-
By: __________________________
JOSE M. SANCHEZ
City Attorney
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EXHIBIT B

LETTER OF CERTIFICATE OF CITY OF MODESTO STATEMENT OF SELF INSURANCE ________, 2023
TO: Caltrans District 10
ATTN: Charly Modrell, Acting Deputy District Director Maintenance FROM: City of Modesto
Department of Finance
RE: Statement of Self Insurance for City of Modesto Related to Freeway Maintenance Agreement with State of California Department of Transportation (“STATE”).

Dear Ms. Modrell,
The purpose of this letter is to certify that the CITY is self-insured and self-funded covering third-party claims arising out of its general operations (for example, commercial general liability and automobile liability insurance). Further the CITY is self-insured covering workers’ compensation claims and has received the consent of the State Department of Industrial Relations to do so.

Each fiscal year, as a part of its budgetary process, the CITY appropriates funds specifically to satisfy valid third-party claims and workers’ compensation claims, which may be brought against the CITY.

The CITY certifies its self-insured, general liability coverage for bodily injury liability and property damage liability, meets the required coverage amounts in section

14.1 (SELF-INSURED) of the Maintenance Agreement, specifically general liability insurance, coverage of bodily injury liability and property damage liability in an amount of $1 million per occurrence and $2 million in aggregate and $5 million in excess. The CITY further represents that regarding any claims made in connection with the Maintenance Agreement by the STATE, the STATE will be first-in-line regarding the reserved, self-insured amounts.

If you need any additional information regarding this letter, please direct those inquires through my office.

Sincerely,
DeAnna Christensen
Director of Finance
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

January 11, 2023
Date: December 29, 2022
TO: Economic Development Committee
Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
Eric Alvarez, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Laurie A. Smith, Director of Parks, Recreation and Neighborhoods Department William Wong, Director of Utilities Department
SUBJECT: Purchase and Sale Agreement for Sutter Plant Parking Lot/Security Project CONTACT: Nathan Houx, Parks Planning and Development Manager [email protected], 209-571-5526
Cristian Ciotau, Senior Civil Engineer
[email protected], 209-577-5260
DESCRIPTION:

Consider approving the sale of 5.01 Acres of real property at 1500 Robertson Road jointly owned by the City of Modesto, the City of Ceres and Stanislaus County as part of the Tuolumne River Regional Park for $191,000, and approving the purchase of such property by the City of Modesto to be used for the Sutter Primary Treatment Facility Parking Lot/Security Project and forwarding to Council for approval. (Funding Source: City of Modesto Wastewater Fund) STRATEGIC PLAN ELEMENT:

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

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

BACKGROUND:

The Wastewater Division of the Utilities Department operates the Sutter Primary Treatment Facility (the Facility), located at 1221 Sutter Avenue in Modesto. The Facility is currently undergoing a redesign of the entrance to increase efficiency of traffic flows into and out of the Facility, increase visitor and employee parking, and add to equipment storage areas.

Adjacent to the Facility is approximately 28.13-acres, which is part of the Tuolumne River Regional Park (TRRP) (see attached map). This property is located at 1500 Robertson Road and managed by the City of Modesto as administrator of the TRRP. TRRP is a partnership between the City of Ceres, Stanislaus County and the City of Modesto, and is governed pursuant to a Joint Powers Agreement between the agencies. The property is currently open #3..
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space/raw land and is located on the south side of Robertson Road, west of Sutter Avenue, in the southwesterly portion of the City of Modesto (APN 037-023-002).

The property is under the jurisdiction of the City of Modesto and it is within the Tuolumne River Comprehensive Planning District of the General Plan and has a General Plan designation of Open Space (OS). The adjacent property to the east is the Sutter Wastewater Treatment Plant.

DISCUSSION:

Expansion of the treatment plant is limited by residential use to the north, Dryden Golf Course to the east, and the Tuolumne River to the south. This request is to purchase a 5.01-acre portion of the adjacent 28.13 acres, to allow for the needed expansion to the west.

The Sutter Facility Layout Plan (SFLP) identifies recommended improvements for access, traffic circulation and parking. The project’s scope of work is a combination of the SFLP identified improvements as well as improvements identified by Operations and Maintenance staff. The project will include a new entrance for the Sutter Wastewater Treatment Plant, that will be located along Robertson Rd, a new guard booth with proximity card reader, automated entry gates, new parking lot, new septic receiving station, card access and analyzer equipment at septic receiving station, new ornamental iron fence, road and various drainage improvements.

Attached is an exhibit showing the preliminary design of the Sutter Wastewater Treatment Plant Parking and Entrance project
The following graphic represents the subject parcel:
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The following graphic represents the portion of the parcel to be acquired/sold, which is approximately five acres:

The property has never been used as a park facility, but is designated to be a portion of a soccer complex in the TRRP Master Plan. After the conceptual design was completed it was determined that the triangular shaped parcel is not necessary in order to construct full build out of the soccer complex. Therefore, the sale of this land for a treatment plant entrance will not negatively affect the implementation of the TRRP Master Plan.

Under the TRRP Joint Powers Agreement, the property is owned jointly by the County, Ceres, and Modesto. Accordingly, Modesto must both approve of the sale of the TRRP property as a member of TRRP, and approve of the purchase of this property by the Wastewater Division. In addition, since they are part owners of the property, the City of Ceres and Stanislaus County must also approve of the sale of the TRRP property. After the sale, TRRP will retain a remainder of 23.13 acres and the City of Modesto will file a record of survey to show the established boundaries of the two parcels.

The Tuolumne River Regional Park Citizens Advisory Committee (TRRP CAC) unanimously recommended conceptual approval of this sale of land at the March 17, 2021, meeting. In addition, on August 3, 2022, the TRRP CAC, by a vote of 4-1, recommended the sale of this land. Finally, the TRRP JPA Commission on August 10, 2022, by a vote of 3-0, recommended the sale of this land and forwarded to the legislative bodies of the members of the JPA for approval.
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The sale of the property to the City of Modesto Utilities Department for a public use is exempt from compliance with the Surplus Land Act because the property is “exempt surplus property” pursuant to Government Code Section 54221 (f)(1)(D).

The property was appraised in August, 2019 by Chapman & Patton. The appraised fair market value of the property was determined to be $191,000. Staff believes the appraised value is within fair market range for the property based on research of other TRRP property located within the 100-year flood plain. In addition, although the appraisal is two years old, due to the fact that this land is in the 100-year flood plain, staff believes that an updated appraisal will not significantly affect the appraised value. Staff recommends approving the acquisition and sale of this property.

Pursuant to the Subdivision Map Act, Government Code Section 66428 (a)(2), the creation of parcels of land conveyed between public agencies is exempt from requirements of a parcel map. Therefore, the creation of the 5.01-acre parcel is allowed to be created by the attached legal description and then transferred between the agencies by grant deed.

FISCAL IMPACT:

The attached appraisal was prepared by Chapman & Patton on September 3, 2019, and the property was appraised at $191,000. Funding for the acquisition of the property is available in the current FY 2022-2023 CIP budget account for the Sutter Plant Parking Lot/Security number:
100372. It is anticipated that there could be up to $11,000 of closing costs. The Wastewater Fund will pay for the entire cost of the purchase.

Purchase price of land $191,000
Preliminary estimate for closing costs $ 11,000
TOTAL ANTICIPATED LAND EXPENDITURES $202,000
Proceeds of the sale in the amount of approximately $191,000 will be disbursed to the TRRP Operating Fund (Fund 6700) at the City of Modesto and will be allocated in accordance with the requirements of the TRRP JPA agreement. The agreement states that revenues shall be applied against expenditures for that fiscal year. If revenue exceed expenditures, the excess shall be allocated to the parties’ contribution accounts in proportion to the size of each such account.

CEQA/NEPA REQUIREMENTS:

The City has completed the environmental review process for the Project. The Sutter Plant Parking/Lot Security Project is within the scope of the Modesto Wastewater Master Plan master EIR (SCH#2006052076) and General Plan Master EIR (SCH#2007072023), and no additional California Environmental Quality Act clearance is needed. #3..
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RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion approving the sale of 5.01 Acres of real property at 1500 Robertson Road jointly owned by the City of Modesto, the City of Ceres and Stanislaus County as part of the Tuolumne River Regional Park for $191,000, and approving the purchase of such property by the City of Modesto to be used for the Sutter Plant Parking Lot/Security Project, and forwarding to Council for approval.

Approved by:

William Wong, Director of Utilities Department
Laurie A. Smith, Director
Parks, Recreation and Neighborhoods Department
Joseph P. Lopez, City Manager
Attachments:

1. Purchase and Sale Agreement & Exhibits

2. Appraisal from Chapman & Patton, September 3, 2019

3. Preliminary design of the Sutter Wastewater Treatment Plant Parking and Entrance Project
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1 PURCHASE AND SALE AGREEMENT

WITH ESCROW INSTRUCTIONS
This Purchase And Sale Agreement With Escrow Instructions (hereafter “Agreement”) is made this day of , 2023 (the
“Effective Date”), by and between the STANISLAUS COUNTY, a political subdivision of the State of California, the CITY OF CERES, a California municipal corporation, the CITY OF MODESTO, a California charter city acting through its Department of Parks, Recreational and Neighborhoods (each a “SELLER” and collectively herein, the “SELLERS”) and the CITY OF MODESTO, a California charter city acting through its Department of Utilities (hereafter “BUYER”). SELLERS and BUYER may each be referred to herein as a “Party” or collectively as the “Parties”. This Agreement is made with reference to the following recitals:

RECITALS
WHEREAS, SELLERS are comprised of three independent public agencies each of which is a party to the “Agreement Between County of Stanislaus, City of Modesto and City of Ceres Relating to the Acquisition, Development and Operation of the Tuolumne River Regional Park” entered into on February 19, 1972 (as amended from time to time, the “Joint Agreement”) which created the Tuolumne River Regional Park (“TRRP”) and established the Tuolumne River Regional Park Committee (“TRRP Committee”) to operate the TRRP; and
WHEREAS, SELLERS own, through their participation in the Joint Agreement, an undivided interest of approximately 28 acres of real property located in the City of Modesto commonly known as 1500 Robertson Road and more particularly described in Exhibit “C” as parcel A, as shown on that certain parcel map filed for record July 7, 1966, in Book 2 of Parcel Maps at Page 12, Stanislaus County Records, attached hereto and incorporated herein by this reference and being assessor’s parcel number 037-023- 002 (hereafter the “Property”); and
WHEREAS, SELLERS desire to sell and are willing to sell to BUYER, on the terms and conditions herein, fee simple title in a 5.01acre portion of the Property (hereafter referred to as the “Subject Property”) which is more particularly described in Exhibit “A” and shown in Exhibit “B”, both of which are attached hereto and incorporated herein by this reference; and
WHEREAS, BUYERS desire to buy and are willing to buy from SELLER, on the terms and conditions herein, fee simple title in the Subject Property; WHEREAS, sale of the Property is exempt from the requirements of the Subdivision Map Act pursuant to Government Code section 66426.5; WHEREAS, the Subject Property is undeveloped and has never been improved or used as a public park; and
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2 WHEREAS, BUYER and SELLERS acknowledge and agree that the Subject Property is necessary for public use, that is, the construction of improvements to improve the entry to the Sutter Treatment Plant and BUYER intends on using the Subject Property for that purpose (“Sutter Treatment Plant Entrance Project”); and WHEREAS SELLERS agree that all proceeds from the sale of the Subject Property will be disbursed to the Special Revenue Fund set forth in Section 5 of the Joint Agreement, now designated as the Tuolumne River Regional Park (TRRP) Operating Fund (Fund 6700) managed by the City of Modesto, and shall so instruct Escrow Holder through the Escrow Instructions contained herein; and
WHEREAS, the SELLERS hereby agree that all revenues derived from sale of subject property will be allocated to the Parties’ Contribution Accounts in accordance with the requirements of the Joint Agreement.

NOW, THEREFORE BUYER and SELLERS agree as follows:

Section 1. RECITALS.

The Parties agree that the foregoing recitals are true and correct and are part of this Agreement.

Section 2. EFFECTIVE DATE OF AGREEMENT.

The Effective Date of the Agreement, as set forth hereinabove, shall be the date City Council of City of Modesto approves the Agreement.

Section 3. PURCHASE AND SALE.

SELLERS agree to sell and BUYER agrees to purchase the Subject Property subject to the terms and conditions in this Agreement.

Section 4. PURCHASE PRICE.

The full purchase price for the Subject Property shall be ONE HUNDRED NINETY-ONE THOUSAND AND NO/100 DOLLARS
($191,000.00), (the “Purchase Price”).

BUYER shall pay the full Purchase Price to SELLERS by depositing the full sum into an escrow account at Chicago Title Company at 1700 Standiford Road, Modesto, CA 95350.

Section 5. ESCROW. ESCROW AGENT. ESCROW INSTRUCTIONS.

By this Agreement, BUYER and SELLERS shall establish an escrow (“Escrow”) to consummate the sale of the Subject Property according to the terms of this Agreement, at the office of Chicago Title Company (“Title Company”), 1700 Standiford Ave, Suite 110, Modesto, California, 95350, Attention: Pamela Shaw (“Escrow Agent”), subject to Escrow Agent’s standard instructions and the terms of this Agreement. An executed copy of this Agreement shall be delivered as escrow instructions #3..
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3 to Escrow Agent. In the event of any conflict between the terms of this Agreement and Escrow Agent’s standard escrow instructions, the terms of this Agreement shall control. Escrow Agent shall deliver a Preliminary Title Report for the Subject Property (the “Preliminary Report”) to BUYER.

At least ten (10) days prior to the Closing Date (as defined in Section 12), Escrow Agent shall notify BUYER and SELLERS in writing of the estimated costs to close escrow to include the following:
a. The estimated cost of premium for the CLTA standard coverage title insurance policy in the full amount of the Purchase Price of the Subject Property;
b. Escrow Agent’s escrow fees:
c. An estimate for any governmental fees to be charged; and d. An estimate of recording fees.

Section 6. CONDITIONAL PURCHASE, CONDITIONS PRECEDENT,
CONDITIONS TO BUYER’S PERFORMANCE.

SELLERS understand and agree that BUYER’s agreement to purchase the Subject Property is a conditional one and is contingent on multiple conditions, each of which must be satisfied. The close of escrow and BUYER’s obligation to purchase the Subject Property pursuant to this Agreement are contingent on the satisfaction or written waiver by BUYER of each of the following conditions which are solely for BUYER’s benefit unless otherwise indicated. Any of said conditions may be waived by BUYER, so long as such waiver is in writing. The City Manager of the City of Modesto is authorized to waive any such condition and/or give any notices under this Agreement on behalf of BUYER.
a. SELLERS’ Representations and Warranties. SELLERS’ representations and warranties being correct as of the Effective Date of this Agreement and as of the Closing Date.
b. Marketable Title. The conveyance to BUYER of good and marketable fee simple title to the Subject Property, as evidenced by a CLTA standard coverage title insurance policy issued by the Title Company in the full amount of the Purchase Price insuring title to the Subject Property vested in BUYER free and clear of all title defects, liens, encumbrances, conditions, covenants, restrictions, and other adverse interests of record or known to SELLERS, subject only to those exceptions approved by BUYER’s City Manager in writing and the following: (i) the Approved Exceptions, as defined herein; and #3..
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4 (ii) general and special real property taxes and assessments constituting a lien not yet due and payable.
c. Possession/Condition of Subject Property. The delivery of possession of the Subject Property to BUYER immediately on the close of escrow, free and clear of all uses and occupancies except those approved in writing by BUYER’s City Manager. The Subject Property will be conveyed by SELLERS to BUYER in an “as is” condition, with no warranty, express or implied, by SELLERS 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 SELLERS from disclosure of any such conditions of which SELLERS have actual knowledge.
d. SELLERS’ Performance of Obligations. SELLERS’ satisfactory performance of all of SELLERS’ obligations under this Agreement. e. Title Policy. Escrow’s Agent commitment to issue a CLTA standard coverage title insurance policy in the amount of the Purchase Price of the Subject Property subject only to approved exceptions. f. BUYER’s Right to Terminate Agreement/Waiver. If any condition set forth herein is not satisfied, or if BUYER notifies each of SELLERS in writing before the Closing Date of SELLERS’ breach of any of SELLERS’ warranties set forth in the Agreement, BUYER may, in BUYER’s sole discretion, cancel the escrow and terminate this Agreement by giving written notice to SELLERS and Escrow Agent before the Closing Date. The exercise of this power shall not waive any other rights BUYER may have against SELLERS for breach of contract.

If this Agreement terminates pursuant to this provision, the Parties shall be relieved of all further obligations and liabilities to each other under this Agreement except as otherwise provided herein and all funds and documents deposited with Escrow Agent shall be promptly returned by Escrow Agent to the depositing Party. In the event of such termination of the Agreement, BUYER shall bear any costs and expense of escrow. g. Approval by City Council. Approval of the Agreement by City Council of City of Modesto as set forth in Section 18.

Section 7. SPECIAL CONDITIONS.
a. In addition to the Purchase Price, BUYER shall pay its portion of all escrow, recording and title insurance charges incurred at the close of escrow for the purchase of the Subject Property.
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5 b. 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 have no responsibility or liability for the payment of any real estate commission for the purchase and sale of the Subject Property. c. If the Property is encumbered by a mortgage(s), deed(s) of trust, or other secured instrument, SELLERS are responsible for payment of any demand under authority of said mortgage, deed of trust, or security interest and authorizes Escrow Agent to pay such amount out of SELLERS’ proceeds from the sale of the Subject Property. Such amounts may include but not be limited to payments of unpaid principal and interest.

Section 8. CONDITIONS TO SELLERS’ PERFORMANCE.

SELLERS’ obligation to perform under this Agreement is subject to the following conditions:
a. BUYER’s representations and warranties in this Agreement being correct as of the Effective Date of this Agreement and as of the Close of Escrow;
b. BUYER’s performance of all of BUYER’s obligations which it is required to perform pursuant to this Agreement.

Section 9. SELLERS’ REPRESENTATIONS AND WARRANTIES.

SELLERS warrant to BUYER that as of the Effective date of this Agreement and as of the Close of Escrow:
a. SELLERS own the Property and, except as disclosed herein, and in the Preliminary Report, SELLERS have no knowledge of any unrecorded or undisclosed legal or equitable interest in the Property owned or claimed by anyone other than SELLERS.
b. Leases. No leases, licenses or other agreements or arrangements allowing any third-party rights to use the Subject Property or any portion thereof are or will be in force. If any lease interest is discovered or identified, as a condition precedent to the approval of this Agreement by the City Council or the City of Modesto, quit claim deeds or similar releases sufficient to clear any such possessory rights from the Subject Property shall be obtained by SELLERS and delivered to BUYER by SELLERS.
c. Condition of the Property.
(i) SELLERS have no knowledge or notice of any buried or partially buried storage tanks located on the Subject Property #3..
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6 containing or having contained gasoline, diesel, herbicides, insecticides, or other petrochemicals;
(ii) To SELLERS’ knowledge the Subject Property is free from and has always been free from hazardous substances, hazardous materials or other contaminants;
(iii) SELLERS have not conducted any activity or allowed others to conduct any activity that has resulted in toxic or hazardous wastes or substances to be deposited on the Subject Property;
(iv) SELLERS have received no notice, warning, notice of violation, administrative complaint, judicial complaint, or other formal or informal notice alleging that conditions on the Subject Property are or have been in violation of any environmental law or informing SELLERS that the Subject Property is subject to investigation or inquiry regarding hazardous substances or hazardous materials on the Subject Property or the potential violation of any environmental law.
(v) The Subject Property has never been used as a dump or landfill. d. Litigation. There is no pending, or, to SELLERS actual knowledge, threatened litigation, administrative proceeding or other legal or governmental action with respect to the Subject Property. e. Disclosure. Any and all information that SELLERS have delivered to BUYER, either directly or through SELLERS agents is accurate, and SELLERS have disclosed all material facts with respect to the Subject Property.
f. New Facts. SELLERS shall promptly notify BUYER of any fact that would cause any of the representations contained in this Agreement to be untrue as of the Close of Escrow. If BUYER reasonably concludes that any new fact materially and adversely affects the Subject Property, BUYER shall have the option, in BUYER’s sole discretion, to terminate this Agreement by delivering written notice of same to SELLERS. In such event neither BUYER nor SELLERS shall have any further obligations to or rights against the other under this Agreement except as otherwise provided herein.
g. SELLERS have full power and authority to enter into and perform this Agreement. The execution, delivery and performance of this Agreement by SELLERS has been duly authorized by all necessary actions on the part of SELLERS, and all required consents or approvals of SELLERS have been duly obtained. Upon its execution, this #3..
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7 Agreement is a legal, valid and binding obligation of SELLERS, enforceable against it in accordance with its terms.

Section 10. BUYER’S REPRESENTATIONS AND WARRANTIES.

BUYER warrants to SELLERS that as of the date of this Agreement and as of the Close of Escrow:
a. BUYER is a chartered city and municipal corporation of the State of California validly existing and in good standing.
b. BUYER has full power and authority to enter into and perform this Agreement. The execution, delivery and performance of this Agreement by BUYER has been duly authorized by all necessary actions on the part of BUYER, and all required consents or approvals of BUYER have been duly obtained. Upon its execution, this Agreement is a legal, valid and binding obligation of BUYER, enforceable against it in accordance with its terms.

Section 11. TITLE.
a. Within ten (10) days of the Effective Date of this Agreement, BUYER shall cause, at BUYER’s sole expense, Escrow Agent to issue to BUYER (with a copy to SELLERS) a preliminary report (hereinafter “Preliminary Report”) for a CLTA Policy of Title Insurance for the Subject Property, setting forth all liens, encumbrances, easements, restrictions, conditions, covenants, pending litigation, judgments, administrative proceedings and any other matters affecting SELLERS’ title to the Subject Property (hereafter “Exceptions”) together with copies of all documents relating to the Exceptions referred to in the Preliminary Report.
b. BUYER shall advise SELLERS in writing within twenty-one (21) days after receipt of the Preliminary Report of BUYER’s disapproval of any Exception or any other matter that adversely affects title to the Subject Property (hereafter “Disapproved Exception”). BUYER’s failure to advise SELLERS within twenty-one (21) days of receipt of the Preliminary Report of its disapproval of any exceptions disclosed in the Preliminary Report shall be deemed to be approval of any such exceptions (hereafter, the “Approved Exceptions”). BUYER’s City Manager is authorized to determine the condition of title and to provide the required notices hereunder.
c. As to any Disapproved Exception, SELLERS shall have the right, but not the obligation, within thirty (30) days, following expiration of the twenty-one (21) day period provided in Section11 (b) above, to cause each or any Disapproved Exception to be discharged, satisfied, released #3..
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8 or terminated as the case may be, of record, and in a form that is reasonably satisfactory to BUYER and Escrow Agent, all at SELLERS’ sole cost and expense. SELLERS authorize Escrow Agent to disperse from the cash portion of the purchase price and proceeds otherwise disbursable to SELLERS upon Close of Escrow with sum sufficient to discharge any Disapproved Exception that may be discharged only by the payment of money. If SELLERS are unable or unwilling to obtain a discharge, satisfaction, above, then this Agreement shall automatically terminate ten (10) business days after expiration of the thirty-day (30) period for curing the Disapproved Exceptions or after SELLERS advise BUYER in writing that SELLERS are unable or unwilling to cause such discharge, satisfaction, release, or termination, whichever occurs first, unless within such ten-business-day period BUYER’s City Manager waives in writing such Disapproved Exception, in which event such Disapproved Exception shall be deemed an Approved Exception under this Exception under this Agreement. If this Agreement terminates pursuant to the foregoing sentence, neither BUYER nor SELLERS shall have any further obligations to or rights against each other under this Agreement except as otherwise provided herein and all funds and documents deposited with Escrow Agent shall be promptly refunded or returned, as the case may be, by Escrow Agent to the depositing Party.

Section 12. CLOSE OF ESCROW.
a. Title. Simultaneously with the Close of Escrow, Escrow Agent shall issue a CLTA policy of Title Insurance insuring BUYER in the amount of the Purchase Price, subject only to the following matters:
(i) Approved Exceptions by BUYER in accordance with
Section 11 of this Agreement.
b. SELLERS’ Deposit into Escrow. SELLERS shall deposit with Escrow Agent on or before the Close Date the following documents/items:
(i) A grant deed duly executed and acknowledged by
SELLERS suitable for recordation conveying to BUYER
good and marketable fee simple title to the Subject
Property subject only to Approved Exceptions in
accordance with Section 11 of this Agreement;
(ii) SELLERS affidavit of non-foreign status as contemplated by the United States Internal Revenue Code (FIRPTA
Affidavit);
(iii) SELLERS’ affidavit as contemplated by the California Revenue and Taxation Code (“Withholding Affidavit”);
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9 (iv) All other documents/items reasonably required by Escrow Agent or Title Company to consummate Close of Escrow.
c. BUYER’s Deposit into Escrow. BUYER shall deposit with Escrow Agent on or before the Closing Date the following documents/items:
(i) The full Purchase Price in the form of cash or immediately available funds;
(ii) The total amount of fees and charges BUYER is
responsible to pay pursuant to Section 7 a. of this
Agreement in the form of cash or in immediately available funds;
(iii) All other documents/items reasonably required by Escrow Agent to consummate Close of Escrow;
(iv) A deed reflecting the parcel as described in Exhibit “A” and “B” to be recorded at the closing, or such other deed as requested by the Title Company.
d. Closing Date. BUYER and SELLERS agree the conveyance of the Property by SELLERS to BUYER in the closing of the transaction covered in this Agreement (“Close of Escrow”) shall take place on a date mutually agreeable to BUYER and SELLERS that is within twenty (20) days following the satisfaction of the last condition of those conditions set forth in Sections 6 and Section 11 of this Agreement, but in no event later than ninety (90) days from the Effective Date of this Agreement (the “Closing Date”). If escrow has not closed by the Closing Date, the Parties may extend the Closing Date by mutual agreement in writing or in the alternative either Party may elect to terminate this Agreement by notifying the other Party in writing of the election to terminate and in such event neither Party shall have any further obligations to or rights against the other under the Agreement.
e. Escrow Agent’s Duties. On the Closing Date, Escrow Agent shall close escrow as follows:
(i) Record the Grant Deed (marked for return to “BUYER”) in the Office of the Recorder of the County of Stanislaus
(which shall be deemed delivery to BUYER);
(ii) Issue the CLTA Policy of Title Insurance described in Section 6 b. of this Agreement.
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10 (iii) Per the Joint Agreement, on behalf of SELLERS, disburse into the Tuolumne River Regional Park Operating Fund
(Fund 6700), managed by the City of Modesto, the
Purchase Price less amounts and charges to be paid on
behalf of SELLERS;
(iv) Charge BUYER and SELLERS for those costs and
expenses to be paid by them respectively pursuant to this Agreement and disburse any net funds remaining after the preceding disbursement to BUYER.
(v) Prepare and deliver to both BUYER and SELLERS one
signed copy of Escrow Agent’s closing statement showing all receipts and disbursements of the Escrow;
(vi) Deliver to BUYER the FIRPTA Affidavit and Withholding Affidavit, if required;
(vii) Apportion costs, fees and expenses between SELLERS and BUYER in accordance with sub-section (f) below.

If Escrow Agent is unable to simultaneously perform all of the instructions set forth above, Escrow Agent shall notify BUYER and SELLERS and retain all funds and documents pending receipt of further instructions jointly by BUYER and SELLERS.
f. Prorations. Escrow Agent shall prorate the following costs at the Close of Escrow:
(i) BUYER shall pay:
i. The premium for the CLTA Policy Title Insurance; and ii. One-half of the escrow fee charged by Escrow Agent. (ii) SELLERS shall pay:
i. Any demand for payoff under authority of a mortgage, deed of trust or secured instrument of the Property
pursuant to Section 6 of this Agreement; and
ii. One-half of the escrow fee charged by Escrow
Agent.
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11 g. Real Estate Taxes, Bonds and Assessments. The Parties to this agreement are all public agencies and are exempt from the payment of transfer taxes, recording fees and real property taxes. All installments of any bond or assessment that constitutes a lien on the Property at the Close of Escrow shall be paid by SELLERS.

Section 13. POSSESSION.

Possession of the Subject Property shall be delivered to BUYER at the Close of Escrow.

Section 14. SELLERS’ PRECLOSING COVENANTS.

Commencing on the Effective Date of this Agreement and until the Close of Escrow:
a. SELLERS shall not permit any liens, encumbrances or easements to be placed on the Property, other than the Approved Exceptions, nor shall SELLERS enter into any Agreement regarding the sale, rental, management, repair, improvement or any other matter affecting the Property that would be binding on BUYER or on the Subject Property after the Close of Escrow without the prior written consent of BUYER.
b. SELLERS shall not permit any act of waste or act that would tend to diminish the value of the Subject Property for any reason, except that caused by ordinary wear and tear.
c. SELLERS shall maintain the Subject Property in its present condition subject to ordinary wear and tear, until the Close of Escrow.
d. If the Subject Property, or any portion of the Subject Property, is encumbered by a deed of trust, mortgage or any other secured instrument, SELLERS shall pay any demand under authority of said deed of trust, mortgage or secured instrument out of SELLERS’ proceeds of the sale of the Subject Property. Such amounts may include, but not be limited to payments of unpaid principle and interest.

Section 15. AMENDMENTS.

This Agreement shall not be amended, modified or changed except by an instrument in writing executed by the Parties. Any amendment or addendum to this Agreement shall expressly refer to this Agreement.

Section 16. WAIVERS.

No Breach of any provision of this Agreement can be waived unless in writing. Waiver of any one breach of a provision hereof shall not be #3..
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12 deemed a waiver of any other breach of the same or any other provision or covenant in this Agreement, including the time for performance of any obligation. An extension of time for performance of any obligation or act shall not be deemed an extension of time for performance of any other obligation or act.

The exercise by a Party of any remedy provided in this Agreement or at law shall not prevent the exercise by that Party of any other remedy provided in this Agreement or at law.

Section 17. SUCCESSORS. BINDING EFFECT.

This Agreement shall be binding on and inure to the benefit of the Parties to this Agreement and their heirs, personal representatives, successors, and assigns, except as otherwise provided in this Agreement.

Section 18. APPROVAL.

SELLERS acknowledge, understand and agree that this AGREEMENT is subject to the approval by City Council of the City of Modesto and this Agreement shall have no force or affect unless and until such approval by the City Council of the City of Modesto is obtained.

BUYER similarly acknowledges that this AGREEMENT is subject to approval by the City Council of the City of Ceres, City Council of the City of Modesto and Board of Supervisors of the County of Stanislaus.

Section 19. AUTHORITY OF SELLERS.

SELLERS hereby represent and warrant that the signatories to this Agreement are authorized to enter into this Agreement to convey the Subject Property and that no other authorizations are required to implement this Agreement on behalf of the SELLERS. 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.

Section 20. NOTICES.

All notices permitted or required to be given under this Agreement or which either SELLERS or BUYER desire to serve upon the other shall be in writing and shall be deemed to be properly given if delivered, mailed, or sent as follows:
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13 a. A nationally recognized overnight courier, in which case notice shall be deemed delivered one (1) business day after deposit with that courier;
b. Hand delivery, in which case notice shall be deemed delivered upon receipt;
c. By United States Mail, by postage prepaid, in which case notice shall be deemed delivered five (5) days after delivery in the United States Mail; or
All notices under this section shall be given as set forth below or to any other individual or addressed as may be designated by a Party:

Section 21. SEVERABILITY.

If any term or provision of this Agreement shall, to any extent, be held invalid or unenforceable, the remainder of the Agreement shall not be affected.

Section 22. GOVERNING LAW.

SELLERS: BUYER:

By United States Mail, Personal
Delivery or Overnight Mail:

City of Modesto
ATTN: City of Modesto (TRRP)
c/o Laurie A. Smith, Director of PRN
P.O. Box 642
1010 10th Street, Suite 4400
Modesto, CA 95353
Stanislaus County
ATTN: Stanislaus County
c/o Jody Hayes, CEO
1010 10th Street
Modesto, CA 95354
City of Ceres
ATTN: City of Ceres
c/o Alex Terrazas, City Manager
2220 Magnolia Street
Ceres, CA 95307
By United States Mail, Personal
Delivery or Overnight Courier:

City of Modesto
Attn: City of Modesto (Utilities)
c/o William Wong, Director of
Utilities
P.O. Box 642
1010 10th Street, Suite 4500
Modesto, CA 95353
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14 This Agreement shall be interpreted under and be governed by the laws of the State of California.

Section 23. REMEDIES
If, because of SELLERS’ default or breach of this Agreement, the purchase and sale of the Subject Property is not consummated as set forth herein by the Closing Date, BUYER shall be entitled to either (a) seek specific performance from SELLERS 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 AGENT 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 to each other hereunder. In the event of a breach or default hereunder by BUYER and the closing does not occur due to such default, BUYER shall be responsible for any fees owed to the Title Company and Escrow Officer.

The Parties agree that SELLERS 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.

Section 24. ATTORNEY’S FEES.

If any action, proceeding is commenced between the Parties arising out of or relating to this Agreement, the prevailing Party in that action or proceeding shall be entitled to receive from the other Party, in addition to any other relief that may be granted, the reasonable attorney’s fees, costs and expenses incurred in the action or proceeding by the prevailing Party.

Section 25. COUNTERPARTS SIGNATURE.

This Agreement may be executed in counterparts, each of which shall be an original, but all counterparts shall constitute one contract.

Section 26. ENTIRE AGREEMENT.

This Agreement and the documents referenced herein contain the entire Agreement between the Parties to this Agreement.

Section 27. TIME.

Time is of the essence of this Agreement.
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15 IN WITNESS WHEREOF, the City of Modesto, a charter city and municipal corporation, has authorized the execution of this Agreement by its City Manager and attestation by its City Clerk by Resolution No. 2023- adopted by the Council on the day of ____________, 2023, and Stanislaus County, a political subdivision of the State of California, and the City of Ceres, a municipal corporation, have caused this Agreement to be duly executed as of the Effective Date.

CITY OF MODESTO (As the BUYER & one of the SELLERS),
a municipal corporation
By:

JOSEPH P. LOPEZ, City Manager
ATTEST:

By:

DIANE NAYARES-PEREZ, CMC, City Clerk
APPROVED AS TO LEGAL FORM:

By:

JOSE M. SANCHEZ, City Attorney
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16 STANISLAUS COUNTY (As one of the SELLERS),
a political subdivision of the State of California
By: ___
JODY HAYES, Chief Executive Officer
ATTEST:

By:

ELIZABETH A. KING, Clerk of the Board
Approved as to Legal Form:

STANISLAUS COUNTY COUNSEL
Thomas E. Boze, County Counsel
By:

G. MICHAEL ZIMAN, Deputy County Counsel
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17 CITY OF CERES (As one of the SELLERS),
a municipal corporation
By:

ALEX TERRAZAS, City Manager
ATTEST:

By:

FALLON MARTIN, City Clerk
APPROVED AS TO LEGAL FORM:

By:

NUBIA GOLDSTEIN, City Attorney
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18 EXHIBIT A & B
Attached Plat & Legal Description
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Appraisal Report

TRRP PROPERTY
1500 ROBERTSON ROAD

MODESTO, CALIFORNIA

PREPARED FOR
CITY of MODESTO

PREPARED BY

CHAPMAN & PATTON

EFFECTIVE DATE OF VALUE
AUGUST 16, 2019
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CHAPMAN & PATTON
Real Estate Appraisers and Consultants
108 Club Terrace
Danville, California 94526
Phone (925) 831-1311
September 3, 2019
Ryan Daugherty, Property Agent
City of Modesto, Utilities Department
1010 10th Street
PO Box 642
Modesto, CA 95353
Dear Mr. Daugherty,
Pursuant to our agreement, an appraisal has been made of the Fair Market Value of the TRRP property identified as Assessor’s Parcel Number 037-023-002 located at 1500 Robertson Road in Modesto (Stanislaus County), California. The property being appraised will be referred to as the Subject property in this report.

The purpose of this appraisal is to provide you with an opinion of total compensation for the proposed acquisition of one fee parcel required from the Subject property for the Sutter Wastewater Treatment Plant Project.

This report contains a description of the entire property in the before condition, the acquisition, the effect of the acquisition upon the remainder, and estimated total compensation associated with the acquisition and project. The appraisal of the property in the before condition is made under the hypothetical condition that the proposed Sutter Wastewater Treatment Plant Project does not exist.

An onsite viewing of the Subject property was made on August 16, 2019 with Ryan Daugherty, Property Agent with the City of Modesto.

I have gathered pertinent information, sales and other data relevant to the valuation of the property, and analyzed the data to reach my conclusions. In my opinion, total just compensation for the property rights to be acquired from the Subject property as of August 16, 2019 was $191,000.

This is a Restricted Use appraisal report that may not be understood properly without additional information retained in the appraiser’s file. This report is performed in accordance with generally accepted reporting requirements for Uniform Standards of Professional Appraisal Practice 2-2(b). Please refer to the General Assumptions and Limiting Conditions found in the Introduction & Summary section of this report.

Very truly yours,

CHAPMAN & PATTON
Michelle Patton, MAI, SR/WA, R/W-AC
Certified General Real Estate Appraiser # AG030012
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TABLE of CONTENTS

INTRODUCTION & SUMMARY
Purpose of the Appraisal............................................................................................................................... 1 Appraisal Report Format............................................................................................................................... 1 Scope of the Assignment .............................................................................................................................. 1 Intended Use ................................................................................................................................................. 2 Intended User and Client .............................................................................................................................. 2 Definitions..................................................................................................................................................... 2 General Assumptions and Limiting Conditions............................................................................................ 4 Extraordinary Assumptions and Hypothetical Conditions............................................................................ 5 Certification of Appraiser ............................................................................................................................. 6

ANALYSIS
Subject Property Photographs....................................................................................................................... 7 Subject Property Identification ................................................................................................................... 13 Highest And Best Use - Before Condition.................................................................................................. 17 Project Description...................................................................................................................................... 18 Project Acquisition...................................................................................................................................... 18 Construction Contract Work ....................................................................................................................... 18 Effect of Acquisition Upon Remainder ...................................................................................................... 18 Highest And Best Use - After Condition .................................................................................................... 18

VALUATION
Approaches to Value................................................................................................................................... 20 Valuation Methodology Used for the Subject Property.............................................................................. 20 Sales Comparison Approach - Value of the Whole – As If Vacant............................................................ 20 Valuation of Rights Being Acquired........................................................................................................... 23 Remainder Values....................................................................................................................................... 23 Severance Damage/Benefits ....................................................................................................................... 24 Final Opinion of Value - Total Compensation............................................................................................ 24

ADDENDA
Addendum A – Qualifications of Appraiser ............................................................................................... 26 Addendum B – Preliminary Report ............................................................................................................ 32 Addendum C – Comparable Sales - Satellite Images & Photographs........................................................ 48 #3..
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TRRP Property
1500 Robertson Road, Modesto, CA

CHAPMAN & PATTON

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INTRODUCTION & SUMMARY
Purpose of the Appraisal
The purpose of this appraisal is to estimate total compensation for the acquisition of one fee parcel from a 28-acre open space property in Modesto, California.

Appraisal Report Format
This is a Restricted Use Appraisal Report, in accordance with the requirements identified in Standard Rule 2-2(b) of USPAP. It is intended to provide a brief description of the entire property in the before condition, the acquisition, the effect of the acquisition upon the remainder, and estimated total compensation associated with the acquisition and project. A Restricted Use appraisal reports limits the use of the report to the client (intended user). It should be noted that the appraiser’s opinions and conclusions set forth in the report may not be understood properly without additional information retained in the appraiser’s work file. The report format had been mutually agreed upon by the client prior to completion of this assignment. Additional supporting documentation and analyses, as appropriate, is retained in the appraiser’s file.

Scope of the Assignment
The scope of inspection consisted of an on-site viewing of the Subject property by Michelle Patton on August 16, 2019, accompanied by Ryan Daugherty, Property Agent with the City of Modesto.

A Notice of Decision to Appraise was sent to Laurie Smith, Director of the City of Modesto Department of Parks, Recreation and Neighborhoods.

The scope of comparative data verification included a conversation with at least one of the parties to the transactions and review of county recording data. Each comparable sale was viewed, photographed and verified by Michelle Patton. The comparables cited herein should be construed as being a pertinent sampling, which were selected based upon physical and location similarities relative to the property under appraisement and/or the credibility of the data.

The geographic scope of research was focused in Modesto and surrounding communities.

The following scope of resources was used in the development of the market value opinion expressed herein. Information provided by the client consisted of a prior appraisal of the property dated February 9, 2017 and completed by ARWS. The appraiser was instructed to use the acquisition exhibits from this prior appraisal report, as no recent engineering maps were made available.

Sources used in the process of analyzing the Subject property included:
• Assessor’s map
• Flood hazard map
• Discussions with local brokers
• Zoning ordinance for Modesto
• General Plan for Modesto
• Engineering maps for the property to be acquired
• Discussions with Modesto Planning Department planner Paul, Liu Sources used in the process of estimating value for the Subject included:
• Assessor’s records
• Multiple Listing Service (MLS)
• Local brokers
• CoStar
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TRRP Property
1500 Robertson Road, Modesto, CA

CHAPMAN & PATTON

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Intended Use
The intended use of the appraisal and report is to provide the City of Modesto and their legal representatives with a basis for determining total compensation for the proposed acquisition.

Intended User and Client
The intended user and client of this appraisal is the City of Modesto and their legal representatives.

Definitions
After Condition - The after condition refers to the property as it existed on the valuation date, but following the partial acquisition and project construction.

Appraisal Report - A written appraisal report prepared under Standards Rule 2-2(a) of the Uniform Standards of Professional Appraisal Practice.

Before Condition - The before condition is the condition of the property on the valuation date (as if) prior to the project, planning and steps leading up to the project.

Benefits - A benefit is an increase in value accruing specially to a remainder property as a result of a partial acquisition or project construction.1
Easement - Nonpossessory (incorporeal) interest in landed property conveying use, but not ownership, of a portion of that property.2
Encumbrance - Any claim or liability that affects or limits the title to property. An encumbrance can affect the title such as a mortgage or other lien, or it can affect the physical condition of the property such as an easement. An encumbrance cannot prevent the transfer of possession, but it does remain after the transfer.3
Extraordinary Assumption - An assumption, directly related to a specific assignment, as of the effective date of the assignment results, which, if found to be false, could alter the appraiser’s opinions or conclusions.”4 An extraordinary assumption may be used in an assignment only if:
• It is required to properly develop credible opinions and conclusions; • The appraiser has a reasonable basis for the extraordinary assumption; • Use of the extraordinary assumption results in a credible analysis; and • The appraiser complies with the disclosure requirements set forth in USPAP for extraordinary assumptions.

Fee Simple - Absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power and escheat.5 Highest And Best Use - The following explanation is taken directly from the 14th Edition of The Appraisal of Real Estate:

The reasonably probable and legal use of vacant land or an improved property that is physically possible, appropriately supported, financially feasible, and that results in the 1 Source: Section 1263.430 from the Code of Civil Procedure 2 Source: The Dictionary of Real Estate Appraisal, 5th Ed., published by the Appraisal Institute, 2010. 3 Source: The Dictionary of Real Estate Appraisal, 5th Ed., published by the Appraisal Institute, 2010. 4 Source: 2014-2015 Edition of USPAP, page U-3
5 Source: The Dictionary of Real Estate Appraisal, 5th Ed., published by the Appraisal Institute, 2010. Pg. 78 #3..
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TRRP Property
1500 Robertson Road, Modesto, CA

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highest value. The four criteria the highest and best use must meet are legal permissibility, physical possibility, financial feasibility, and maximum productivity.

Alternatively, the probable use of land or improved property – specific with respect to the user and timing of the use – that is adequately supported and results in the highest present value.

Hypothetical Condition - A Hypothetical Condition is “a condition, directly related to a specific assignment, which is contrary to what is known by the appraiser to exist on the effective date of the assignment results, but is used for the purpose of analysis.” Comment: “Hypothetical Conditions are contrary to known facts about physical, legal or economic characteristics of the subject property; or about conditions external to the property, such as market conditions or trends; or about the integrity of data used in the analysis.”6
Larger Parcel - In governmental land acquisitions, the tract or tracts of land that are under the beneficial control of a single individual or entity and have the same, or an integrated, highest and best use. Elements for consideration by the appraiser in making a determination in this regard are contiguity, or proximity, as it bears on the highest and best use of the property, unity of ownership, and unity of highest and best use.7 Market Value - The fair market value of the property taken is the highest price on the date of the valuation that would be agreed to by a seller, being willing to sell, but under no particular or urgent necessity of so doing nor obliged to sell, and a buyer, being ready, willing and able to buy, but under no particular necessity for so doing, each dealing with each other with full knowledge of the uses and purposes for which the property is reasonably adaptable and available.8 Severance Damage - Severance damage is a loss in value to a remainder property caused by a partial acquisition(s) and/or Project construction.9
Total Compensation - Total compensation is the estimated value of a partial acquisition plus any severance damage, from which any special benefits have been deducted.10 6 Source: 2014-2015 Edition of USPAP, page U-3
7 Source: The Dictionary of Real Estate Appraisal, 5th Ed., published by the Appraisal Institute, 2010. Pg. 110 8 Source: Code of Civil Procedure, Section 1263.320(a)
9 Source: Section 1263.420 from the Code of Civil Procedure 10 Source: Section 1263.410 from the Code of Civil Procedure #3..
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1500 Robertson Road, Modesto, CA

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General Assumptions and Limiting Conditions
The following Assumptions and Limiting Conditions have been relied upon and used in making this appraisal and estimating the respective values required by the purpose of the appraisal and its intended use.
1) No responsibility is assumed for legal or title considerations. Title to the property is assumed to be good and marketable unless otherwise stated in this report. 2) The property is appraised free and clear of any or all liens and encumbrances unless otherwise stated in this report.
3) Responsible ownership and competent property management are assumed unless otherwise stated in this report.
4) The information furnished by others is believed to be reliable. However, no warranty is given for its accuracy.
5) Sketches, plats, or photographs contained in this report are included to assist the reader in visualizing properties and no survey has been made of the property in the report. 6) The Appraiser assumes no responsibility for discovery of hidden or non-apparent conditions of the property, subsoil, or the structures that render it more or less valuable. Encroachment of real property improvements is assumed to not exist. No responsibility is assumed for arranging engineering studies or a survey, which may be required to discover these conditions. 7) It is assumed that there is full compliance with all applicable Federal, State, and local environmental regulations and laws unless otherwise stated in this report. 8) It is assumed that all applicable zoning and use regulations and restrictions have been complied with, unless nonconformity has been stated, defined, and considered in this appraisal report. 9) It is assumed that all required licenses, certificates of occupancy, or other legislative or administrative authority from any local, state, or national governmental or private entity or organization have been or can be obtained or renewed for any use on which the value conclusions contained in this report are based.
10) The Appraiser is not a soil expert. The existing soil and substructure has been assumed adequate for existing or proposed uses unless contrary information is provided and contained in this report. It is advisable to have a soil analysis and report completed by a qualified soil engineer or other qualified expert so that any interested party will become knowledgeable as to the important soil information including seismic data, soil contaminants, type of fill, if any, or other relevant matters. 11) Unless otherwise stated in this report, the subject property is appraised without a specific compliance survey having been conducted to determine if the property is or is not in conformance with the requirements of the Americans with Disabilities Act. 12) The distribution, if any, of the total valuation in this report between land and improvements applies only under the stated program of utilization. The separate allocations for land and improvements must not be used in conjunction with any other appraisal and are invalid if so used. #3..
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13) Possession of this report, or a copy thereof, does not carry with it the right of publication. It may not be used for any purpose by any person other than the party to whom it is addressed without the written prior consent of the Appraiser, and in any event, only with proper written qualifications and only in its entirety.
14) Neither all nor any part of the contents of this report (especially any conclusions as to value, the identity of the Appraiser, or the firm with which the Appraiser is connected) shall be disseminated to the public through advertising, public relations, news sales, or other media.

Extraordinary Assumptions and Hypothetical Conditions
Please note that all Extraordinary Assumptions and Hypothetical Conditions could have an effect on the results of this appraisal.

Extraordinary Assumptions
1) It is assumed that there are no hazardous or toxic substances on the Subject property or the soils comprising the Subject land.
2) It is assumed that no other easements exist on the entire property that could affect use and/or value other than those noted in this report.

Hypothetical Condition
1) This assignment was prompted by the Sutter Wastewater Treatment Plant Project. Therefore, the project will be disregarded in the appraisal of the Subject in the before condition. #3..
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Certification of Appraiser
I certify that, to the best of my knowledge and belief:
− the statements of fact contained in this report are true and correct. − the reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions and are my personal, impartial, and unbiased professional analyses, opinions, and conclusions.
− I have no present or prospective interest in the property that is the subject of this report and no personal interest with respect to the parties involved. − I have no bias with respect to the property that is the subject of this report or to the parties involved with this assignment.
− my engagement in this assignment was not contingent upon developing or reporting predetermined results.
− my compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal.
− I made a personal inspection of the property that is the subject of this report. − I have performed no services, as an appraiser or in any other capacity, regarding the property that is the subject of this report within the 3-year period immediately preceding acceptance of this assignment.
− no one provided significant real property appraisal assistance to the person signing this certification. − the reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the Uniform Standards of Professional Appraisal Practice. − the use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives.
− as of the date of this report, Michelle Patton has completed the continuing education program for designated members of the Appraisal Institute.
− as of the date of this report, Michelle Patton has completed the Standards and Ethics Education Requirement of the Appraisal Institute.

September 3, 2019
Date Michelle Patton, MAI, SR/WA, R/W-AC
Certified General Real Estate Appraiser # AG030012
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Subject Property Photographs
Westerly view of Robertson Road frontage – Subject on left Westerly view of Subject’s northerly boundary
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Southwesterly view of Subject from Robertson Road – approximate location of proposed fee parcel Southerly view of Subject from Robertson Road – approximate view of proposed fee parcel #3..
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Southerly view of Subject from Robertson Road – approximate view of proposed fee parcel – easterly boundary on left
Southeasterly view of Subject – existing entrance to Sutter Wastewater Treatment Plant in background #3..
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Southerly view of Subject’s northwesterly corner
Easterly view of Robertson Road frontage – Subject on right #3..
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Southerly view of Sutter Avenue – existing entrance to Sutter Wastewater Treatment Plant Southerly view existing entrance to Sutter Wastewater Treatment Plant #3..
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Southwesterly view of Subject’s northeasterly corner – approximate location of proposed fee parcel Southwesterly view of proposed fee parcel
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Subject Property Identification
Address
1500 Robertson Road, Modesto, California.

Location
South side of Robertson Road, west of Sutter Avenue, in the southwesterly portion of the city of Modesto.

Assessor’s Parcel Number
037-023-002
County
Stanislaus
Owners of Record
Public records indicate the property is owned by: MODESTO CITY OF ET AL. The Preliminary Report that was provided is dated October 2016. It reflects ownership vesting as follows:

County of Stanislaus, a political subdivision of the State of California, City of Modesto, a municipal corporation of the State of California, and the City of Ceres, a municipal corporation of the State of California.

The client has indicated that the ownership is vested in the Tuolumne River Regional Park (TRRP) Joint Powers Authority (JPA), which is comprised of Stanislaus County, the City of Ceres, and the City of Modesto, as referenced above.

History of Ownership
The property has been under the ownership of the TRRP JPA for many years; no recent transfers or listings of the property were found in public records.

Larger Parcel
The larger parcel includes the single Assessor’s parcel noted above.

Site Description
Size/Shape/Topography
The Subject property consists of one parcel of land with 28 acres. It has an atypical shape, with the northerly boundary paralleling Robertson Road and the southerly boundary following the contours of the adjacent City-owned sewer treatment plant. The site is generally level and at street grade.

Utilities
The Subject’s neighborhood is served with electricity and natural gas from Pacific Gas and Electric Company. The City of Modesto provides public water, sewer and storm drain services.

Access
The Subject has approximately 1,127 feet of frontage along the southerly side of Robertson Road, which is a two-lane, asphalt-paved public road. While the northerly perimeter of the street has off-site improvements such as concrete curbs, gutters and sidewalks, the southerly boundary along the Subject’s frontage is lacking any street improvements. Vehicular access to the Subject is unrestricted along the unimproved street frontage.

Satellite Image
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Assessor’s Parcel Map 037-023
Subject
Sutter Wastewater
Treatment Plant
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Current Use/Improvements
The property is primarily vacant, raw land. There is fencing along the southerly and easterly perimeters.

There appears to be a well or storage tank near the southerly portion of the property, enclosed by a fenced area. However, these improvements were not inspected and no information regarding the structure/improvements was provided. There were no other structural improvements noted.

Easements
An older Preliminary Report (Addendum B) was provided for the Subject; it was dated October 4, 2016.

The easements identified in that report include:
4) An easement for utilities purposes in favor of Pacific Telephone and Telegraph Company 5) An easement for electrical facilities including sewer pipeline in favor of the City of Modesto It is assumed the Subject may also be encumbered by typical utility easements. The Preliminary Report also refers to matters, rights, claims and instruments, for which the appraiser has not been provided a copy of. As such, it is assumed that no easements exist that could negatively affect the property’s value or marketability other than those mentioned in this report.

Zoning & General Plan: City of Modesto
The Subject is under the jurisdiction of the City of Modesto and has a zoning designation of R-1, Single Family Residential. It is within the Tuolumne River Comprehensive Planning District of the General Plan and has a General Plan designation of Open Space (OS). The surrounding properties to the north and west also have R-1 zoning. The Subject is slated to eventually be developed with a park facility, including a sports complex and parking facilities. It would be an extension of the existing Bellenita Park.

According to Modesto Planner, Paul Liu, the City of Modesto does not have a Public/Quasi-public zoning designation. As such, any City-owned park land is assigned an R-1 zoning designation. However, for R-1 uses to be allowed on the Subject site, various development challenges exist, including a General Plan amendment and various environmental hurdles. On the other hand, the OS general plan designation allows for development with one dwelling unit per 10 acres.

Probability of a Zoning Change
Since the Subject is owned by a public entity, there is no anticipated change of zoning for the Subject.

Legal Description
As per the Preliminary Report:

PARCEL A AS SHOWNON THAT CERTAIN PARCEL MAP FILED FOR RECORD JULY 7, 1966 IN BOOK 2 OF PARCEL MAPS, AT PAGE 12, STANISLAUS COUNTY RECORDS Hazardous Material Sites
No Environmental Site Assessments were provided for this assignment. There are no known or apparent adverse environmental conditions that would negatively impact the value of the Subject property. The appraisers are not qualified to make a hazardous waste determination. Please refer to the Limiting Conditions section of this report.

Seismic Hazard
The Subject is not located in a Special Earthquake Studies Zone, but is in an area subject to liquefaction and is also subject to ground shaking as are all properties in this region. #3..
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Zoning Map
General Plan Map
Subject
Subject
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FEMA Flood Hazard Area
As illustrated on the flood insurance rate map on the following page, the northerly portion of the Subject is shown in the unshaded Zone X flood hazard area. The Zone X designation is used for areas determined to be outside 500-year floodplain determined to be outside the 1% and 0.2% annual chance of floodplains. Flood insurance in this zone is not required.

However, over half of the site is located within Flood Zone AE, which includes areas subject to inundation by the 1-percent-annual-chance flood event determined by detailed methods. Base Flood Elevations (BFEs) are shown. Mandatory flood insurance purchase requirements and floodplain management standards apply.

FIRM Map
Assessed Value and Taxes (2019 – 2020)
Since the Subject property is owned by public entities, no assessed value has been established and no taxes have been imposed.

Highest and Best Use – Before Condition
Highest and best use is defined as that use, from among reasonably probable and legal alternative uses, found to be physically possible, appropriately supported, financially feasible, and which results in highest land value. It may also be referred to as the most efficient and profitable permissible use.

The development potential of the Subject is limited given its various property characteristics. The Subject property is zoned R-1, for single family residential uses. However, despite the R-1 zoning, the Subject has a general plan designation of Open Space. More intensive residential development of the site would require a general plan amendment. The site could also require an Environmental Impact Report (EIR) or Mitigated Negative Declaration, at the minimum, according to Modesto Planner, Paul Liu.

Subject
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Given its location adjacent to the City of Modesto wastewater treatment plant, the proximity of such a use could have an impact on the environmental impact for developing the property. Additionally, its location within a flood zone presents significant development challenges and potentially increased capital expenditures or limitations on development on that portion of the property. While the residential market in Stanislaus and surrounding communities is relatively strong, the viability of developing the Subject property is hindered by these characteristics.

While more intensive development of the Subject could be possible, there is no certainty that a developer would pay any premium for the Subject land just because it has R-1 zoning. There are too many other factors that would bring risk to the potential development of the site. As such, the highest and best use of the Subject is consistent with the historical and legally allowable uses of agricultural/open space.

Project Description
The project that prompted the Subject acquisition is the proposed Sutter Wastewater Treatment Plant Project. The project will include redesigning the main entrance to the Sutter Wastewater Treatment Plant and adding additional parking. The new entrance will be located westerly of the existing entrance and will provide a safer route of travel for incoming and outgoing traffic, as the existing entrance is located directly at the intersection of Sutter Avenue and Robertson Road.

Project Acquisition
Fee Parcel
The project will include the acquisition of one fee parcel that contains 5.01 acres (218,236 square feet).

The parcel is located at the northeasterly corner of the Subject property.

Except for a few mature trees, there are no improvements within the fee parcel. There are no known easements within the proposed project area.

Construction Contract Work
None.

Effect of Acquisition upon Remainder
In the after condition, the Subject will be 22.99 acres. It will still have an atypical shape, but the utility of the site is generally unchanged. It will still have significant frontage along Robertson Road and can still be assembled with Bellenita Park to the west.

Highest and Best Use – After Condition
The highest and best use in the after condition is unchanged from the highest and best use in the before condition.
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Engineer’s Map – Fee Parcel
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VALUATION
Approaches to Value
In valuing real estate, three valuation methodologies are typically accepted in the appraisal process.

These are the sales comparison approach, the income approach, and the cost approach. They are further described below.

Sales Comparison Approach
The sales comparison approach utilizes the principle of substitution, wherein recently sold comparable properties are found and analyzed for comparability to the subject property. The underlying assumption is that market support will be either similar to, or identical to any of a group of adjusted substitute properties; thus, the indicated value for the subject is based on a range of adjusted values for the “substitute” or “comparable” transactions.

Income Approach
Generally, the income approach converts income expectations into market value. The assumptions for the investment model can either be implicit in the model (direct capitalization, which converts a single year’s expected income into value using a ratio from the market), or explicit (yield capitalization, or DCF, which converts each year’s net income over a specified holding period).

Cost Approach
The cost approach identifies market supported improvements costs, subtracts a market supported amount assignable to accrued depreciation, adds land value, and derives a value based on the cost to reproduce the improvements. This “cost approach” presumes that a typical buyer would not pay more for an existing improved property (or a finished lot) than it would cost to reproduce the same improvements on a highly similar (substitute) site.

Value Methodology Used for the Subject Property
The Sales Comparison Approach is applicable when a sufficient number of recent, reliable transactions create a perceptible value pattern in the market. For properties that are bought and sold regularly, the Sales Comparison Approach provides a good indication of market value, as it generally reflects the motivations of buyers and sellers. The Sales Comparison Approach was used to estimate the value of the land (as vacant) in the before and after conditions.

The Cost and Income Approaches were not utilized in this assignment.

Sales Comparison Approach -Value of the Whole - As If Vacant The process of developing comparable sales included searching public record and published data sources for the most relevant sales of similar, competing properties in the Subject’s market area. Each sale was then verified by interviewing brokers, agents, buyers or sellers. The sales prices were adjusted as necessary for transactional elements such as financing, conditions of sale, post-sale expenditures, and market conditions. Finally, the sale properties were compared to the Subject for property characteristic differences. Primary elements of comparison are location, size, shape, access, topography and zoning.

Sales of agricultural properties with some urban influence in Modesto and surrounding communities were researched and analyzed. The selected sales are presented on the following comparable sales summary table and location map. Satellite Images of each comparable sale can be found as Addendum C. The most appropriate unit of comparison for this assignment is the price per acre of land. #3..
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# Address Size - Acres Shape Zoning Grantor Rec. Date
City Size - SF Access General Plan Grantee Price
County Topography Easements Doc. # Price/Acre
APN Offsites Flood Zone Allocated
1 713 Ladd Raod 58.19 Atypical A-2-40 Michelotti 8/28/2019 Modesto 2,534,756 Average Agriculture Grewal $3,200,000 Stanislaus Level Typical 49511 $54,992
004-076-003 None ZoneX
2 1740 Claus Road 51.12 Atypical SP-H Glick 7/6/2018
Modesto 2,226,787 Average BCR Carone $1,780,000
Stanislaus Level Typical 46414 $34,820
014-026-017 None Zone X
3 4200 Milnes Road 53.35 Atypical SP-H Claus & Milnes 4/12/2018 Modesto 2,323,926 Average BCR C&T Murphy $1,900,000
Stanislaus Level Typical 25111 $35,614
014-025-015 None Zone X
4 3800 Ruble Road 19.77 Typical I Zarek 3/7/2018
Turlock 861,181 Poor Industrial Cardenas $842,500
Stanislaus Level Typical 15591 $42,615
044-004-005 None Zone X
5 2224 Claus Road 29.2 Atypical SP-H Arocta 1/11/2018
Modesto 1,271,952 Average BCR RMG $1,100,000
Stanislaus Level Typical 1482 $37,671
014-025-002 None Zone X
6 2230 E Service Road 19.71 Typical A-2-10 Rossman 1/13/2017 Ceres 858,568 Average Planned Development SPNA LLC $650,000 Stanislaus Level Typical 2588 $32,978
041-010-001 None Zone X
Sub 1500 Robertson Road 28 Atypical R-1 N/A 8/16/2019
Modesto 1,219,680 Good Open Space N/A DOV
Stanislaus Level Typical N/A
037-023-002 None Zone X and AE
Comparable Land Sales
Sale Map
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Sale 1 ($54,992/ac) is the sale of 58.19 acres of land located at 713 Ladd Road just south of the community of Del Rio. It sold in August 2019 for $3,200,000. The property has been historically used for agricultural and rural residential purposes, but has some future development potential due to its proximity to existing residential development. It has an existing older, single-family dwelling. As compared to the Subject, it is superior for location and existing improvements, but inferior for size.

Overall, this sale is considered superior to the Subject and would indicate a lower unit value for the Subject property.

Sale 2 ($34,820/ac) is located at 1740 Claus Road and sold in July 2018. It consists of 51.12 acres of agricultural land in an area that is in transition to more urban uses. The property is zoned SH-H and has a general plan designation of Business Park. Although it was previously improved with rural residential structures, these improvements had no contributory value. Sale 4 is considered inferior for its larger size, but superior for location and zoning.

Sale 3 ($35,614/ac) is located at 4200 Milnes Road in the northwesterly portion of the city of Modesto. It sold in April 2018 for $1,900,000 and includes 53.35 acres of land with an older 2-bedroom, 1-bathroom dwelling. According to the listing agent, the existing structures had no contributory value. The property is within the Modesto city limits and is zoned Specific Plan H, with a general plan designation of Business Park. The property was marketed for its development potential, but the historical uses include only agricultural and rural residential uses. Overall, the location and zoning are superior to the Subject.

However, the size is inferior.

Sale 4 ($42,615/ac) is located at 3800 Ruble Road in the city of Turlock. The property sold in July 2018 and includes 19.77 acres of land slated for future industrial uses. The historical uses include agricultural and rural residential. As compared to the Subject, Sale 5 is superior for size and zoning. It is also superior for structural improvements, despite their interim nature. Overall, this sale indicates a lower unit value for the Subject.

Sale 5 ($37,671/ac) is located at 2224 Claus Road and sold in January 2018. The 29.20-acre property is within the Modesto city limits and is zoned SP-H, with a general plan designation of Business Park. As compared to the Subject, Sale 3 has a similar size and historical use. However, it is superior for zoning and location.

Sale 6 ($32,978/ac) is located at 2230 East Service Road just outside of Ceres. The property consists of

19.71 acres of land that sold in January 2017 for $650,000. Although the property is zoned for agricultural uses, it has a general plan designation of Planned Development, with a variety of potential mixed uses. As compared to the Subject, Sale 6 is superior for location and site size.

Summary of Sales Comparison Approach
All of the sales occurred between January 2017 and August 2019, a period of time with generally stable to values for agricultural and residential properties in this market area. As such, no time adjustment is warranted.

The sale prices range from $32,978 to $54,992 per acre. The upper end of the range is defined by Sales 1 and 2 (sale prices of $54,992 and $42,615/acre, respectively). Both of these sales are considered to be superior to the Subject for various reasons and indicate a lower unit value for the Subject property.

The remaining sales range from $32,978 to $37,671 per acre. Each of these sales has various differences in the elements of comparison, but generally bracket the Subject’s expected value, given their similarities.

The following ranking analysis includes the sales arrayed from highest to lowest based on the unit indicator with the Subject in its respective place.
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Price – As If Vacant
Sale No.

Overall
Comparison
Sale
Price/Acre Comments
1 Superior $54,992 58.19 ac – Superior location and existing improvements, inferior size 4 Superior $42,615 19.77 ac – Superior size and development horizon, inferior location Subject - $38,000 28.0 ac – R-1 zoning, Flood Zone X, AE, marginal location 5 Similar $37,671 29.2 ac – Similar size, superior location, inferior development horizon 3 Similar $35,614 53.35 ac – Inferior size, superior location, inferior development horizon 2 Similar $34,820 51.12 ac – Inferior size, superior location, inferior development horizon 6 Similar $32,978 19.71 ac – Superior size and location, inferior zoning Indicated Value of the Whole (Land Only) using the Sales Comparison Approach Taking into consideration the Subject’s location and accessibility, size and availability of utilities, redevelopment potential and corresponding development challenges, a value of $38,000 per acre of land is estimated for the Subject site in the before condition. As such, the estimated value of the Subject property (land only) in the before condition is $1,064,000, when rounded.

Summary of Value
Size Indicated Unit Value Total

28.00 acres $38,000/ac $1,064,000
Valuation of Rights Being Acquired
The estimated value of the land as if vacant in the before condition is equivalent to $38,000 per acre. This same figure will be used to calculate the value of the fee parcel. The entire fee parcel contains 5.01 acres.

Value of Fee Parcel to be Acquired
Parcel Size Ac Full Fee Value/Ac Total
Fee Parcel 5.01 x $38,000 = $190,380
Remainder Values
Before Condition - Land and Improvements__________________________ Value of Whole - Before Condition (Land Only): $1,064,000 Less Permanent Acquisition: $190,380
Remainder Value - Before Condition: $873,620
Remainder Values - After Condition (Disregarding Benefits) In the after condition, the project will not have a permanent adverse effect on the Subject remainder’s use and/or value.

In terms of value, the remainder in the after condition before considering benefits is unchanged from the remainder value in the before condition. Therefore, the same sales used in the valuation of the property in the before condition were used to estimate the value of the remainder in the after condition. The property’s value is still estimated to be $38,000 per acre #3..
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Severance Damage/Benefits
Severance damage is the difference between the remainder value in the before condition and the remainder value in the after condition. If the latter is less than the former, damages exist. In the case of the Subject, no severance damage is indicated.

No benefits were identified.

Final Opinion of Value - Total Compensation
Please refer to the Valuation Summary Table on the following page. #3..
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A Value of Whole $1,064,000
Land Only $1,064,000
B Value of Part Acquired as Part of the Whole
Fee Parcel $190,380 $190,380
C Value of Remainder as Part of the Whole (A-B)
$873,620
D Value of Remainder, After Condition, Before Benefits $873,620 E Severance Damages (C-D) $0
F Remainder Value after acquisition, considering benefits Land and Improvements $0
G Benefits (F-D)
Land $0
H Total Just Compensation $190,380
Rounded $191,000
Valuation Summary
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ADDENDA
ADDENDUM A – QUALIFICATIONS of APPRAISER
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CHAPMAN & PATTON
Danville Office Oakdale Office
108 Club Terrace P.O. Box 973
Danville, CA 94526 Oakdale, CA 95361
Phone: 925.831.1311 Phone: 209.484.3217
Email: [email protected] Email: [email protected] Michelle Patton MAI, SR/WA, R/W-AC
Senior Appraiser, Chapman & Patton
Experience:
2014 - Present Senior Appraiser: Chapman & Patton
Oakdale, California. (formerly Dean Chapman & Associates) 2008-2013 Senior Appraiser: Craig Owyang Real Estate, Inc.

Elk Grove, California.
2003-2008 Staff Appraiser: Robert Ford & Associates, Inc.

Modesto, California.

Memberships: The Appraisal Institute
International Right-of-Way Association
National Association of Realtors®
American Society of Farm Managers and Rural Appraisers (ASFMRA) Appraisal Designations: MAI (Designated Member of Appraisal Institute) Right-of-Way Designation: SR/WA (Senior Right-of-Way Agent – IRWA) R/W-AC (Right-of-Way Appraisal Certification – IRWA)
State Certification: Certified General Real Estate Appraiser State of California (AG030012)
Other Licensure: Real Estate Broker - Bureau of Real Estate State of California (BRE 01767847)
Appraiser Profile
Michelle Patton, MAI, SR/WA, R/W-AC was born and raised in California, originally from Danville but now resides near Oakdale.

Mrs. Patton began her appraisal career in 2003 with Robert Ford and Associates, a commercial appraisal firm in Modesto, California. In 2009, the firm was purchased by Craig Owyang Real Estate where Mrs. Patton was a senior appraiser for over four years. She officially joined Dean Chapman & Associates as a staff appraiser in 2014. She earned the MAI designation from the Appraisal Institute in 2012 and the SR/WA and R/W-AC (Right-of-Way Appraisal Certification) from the International Right of Way Association in 2017 and 2013, respectively. She served as President on the Northern California Chapter of the Appraisal Institute’s board of directors in 2018. In 2019, she co-authored an article entitled “Transitional Use TCE”, which appeared in Right of Way magazine published by the International Right of Way Association.

Ms. Patton has five children: two daughters and three sons. Her free time is spent hiking, running, woodworking and cheering for her kids on soccer fields all over California. #3..
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Examples of Appraisal Assignments by Chapman & Patton
Tax Assessment Appeals Encroachment Issues
Coca~Cola plant: San Leandro Residence: Orinda
Berkeley Farms plant: Hayward Residence: Los Angeles
Black Mountain Spring Water: Livermore
DeSilva Gates subdivision: Hayward Overhead Transmission Line Projects McCarthy Ranch: Milpitas
Channel Acquisitions Fremont Business Park: Fremont
Cypress Avenue: Oakley King and Lyons property: Fremont Downtown San José Souza property: Tracy
Near Washington Avenue: Petaluma Diablo Delta Sanitation District: Antioch Along Fremont Boulevard: Fremont Solar Project: Santa Nella Corridor: Vallejo
Road Widening/Improvement Projects
Highway 12: Sonoma* Gas Transmission Line Projects
Highway 92: Half Moon Bay* Variety of property types in Fremont, Roselle Avenue: Modesto Redwood City, Menlo Park, Santa Clara, Balfour Road/Highway 4: Brentwood* Oakland, Sunnyvale, Santa Nella, Atherton, Highway 92 Reliever Route: Hayward* Brentwood, Hillsborough, Fairfield, South Warm Springs Road: Fremont* San Francisco, Davis, Livermore, Benicia, Mission and Foothill Boulevards: Hayward* San Lorenzo and Sacramento El Camino Real Grade Separation: San Carlos* Vineyard property: Graton Adams Avenue: Fremont* Residential properties: Hillsborough Isabelle Avenue: Livermore Golf courses in Menlo Park & Redwood City North Connector: Fairfield
Claribel Avenue: Riverbank Possible Adverse Conditions
San Ramon Valley Blvd: Danville Stachybotrys (black) mold: Hayward Hartz Avenue: Danville Railroad proximity: Union City
South Main Street: Walnut Creek Residential contamination: Oakley Treat Blvd. at Concord Avenue: Concord Commercial contamination: Hayward & Emeryville Buskirk Avenue extension: Pleasant Hill Electrical transmission lines (stigma/EMF): various John Muir Parkway extension: Brentwood properties in Northern California Main Street realignment: Oakley* Gas transmission lines (stigma): Bay Area Highway 101/Cross Road: Prunedale Fire station proximity: Hayward Portola Ave. flyover: Livermore
Highway 101/Sonoma Narrows: Petaluma* Gas Transmission Line Fire Highway 101/Washington Avenue: Petaluma* San Bruno: 11 residential homes in Glenview Downtown Pleasant Hill: Pleasant Hill*
Pelandale Avenue: Modesto Forest Fire Damage
Farm property: Fairfield Raw acreage: Los Gatos (Santa Cruz mountains) Empire Avenue: Oakley and Brentwood*
O’Hara Avenue: Oakley* Loss of, or Altered Access
Interstate 580/Foothill Road: Pleasanton Multiple parcels: Cloverdale Interstate 880 widening: San Leandro Historic estate: Hayward Shaver property: Brentwood Orwood Road: Brentwood
Highway 4 Bypass: Marsh Creek Road* Claribel Road: Riverbank Highway 4: Antioch Ruby Hill: Pleasanton
Highway 101 Bypass: Willits
*Includes from 4 to 43 properties
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TRRP Property
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CHAPMAN & PATTON

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Public Trail Easement Acquisitions Railroad & Spur Track Corridor Golden Gate Fields: Albany Central Pacific: Santa Barbara Office parking lot: Emeryville Various properties: Emeryville 3,000-acre ranch: Fremont Albrae Avenue: Fremont
Numerous ranches: Castro Valley El Camino Real: Burlingame Loss of Parking Reservoir/Retention Basin Acquisitions
Shopping Center: Concord Dyer Road: Livermore
Office building: Walnut Creek Brooktrails: Willits
Office building: Emeryville Deer Valley Road: Antioch
Office buildings: Danville Los Vaqueros Reservoir: Brentwood Shopping center: Pleasant Hill
Loss of Right to Rent
Special Purpose Properties Provident Walk: Fairfield
Houses of Worship: Hayward, Bay Point,
and Walnut Creek Damage from Flooding
Waste Management facilities: Livermore, Vineyard: Livermore Antioch and Willits Residence: Hayward Hills
Teamsters Dispatch Hall: Oakland
Water Pump Station: Danville
Cemetery: Colma
Parking Structure: Hayward
Bowling Center: Pleasant Hill
Auto Wrecking Yards: Hayward
Schools: Throughout the Bay Area
Gas Stations: Throughout the Bay Area
Historic Movie Theatres: Alameda & Fremont
Mobile Home Parks: Hayward & Santa Clara
Funeral Homes: Concord, Livermore and E. Palo Alto
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Locations of properties appraised
by Chapman & Patton
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ADDENDUM B – PRELIMINARY REPORT
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ADDENDUM C – COMPARABLE SALES – SATELLITE IMAGES & PHOTOGRAPHS Land Sale 1 – Satellite Image
Land Sale 2 – Satellite Image
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Land Sale 3 – Satellite Image
Land Sale 4 – Satellite Image
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Land Sale 5 – Satellite Image
Land Sale 6 – Satellite Image
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COLLECTIONS
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ROBERTSON ROAD
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STORAGE SUTTER AVENUE
1-800-642-2444
05/2020
05/2020
CMR

MLY WWTP PARKING AND ENTRANCE MODESTO, CALIFORNIA UTILITIES DEPARTMENT - -
No. 39713 2020 Research Park Drive Suite 100 Davis, California 95618 (530) 756-5905
FAX (530) 756-5991
C01 OVERALL SITE PLAN
6 9/24/2020
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

January 11, 2023
Date: December 9, 2022
TO: Economic Development Committee
Sue Zwahlen, Chair
Chris Ricci, Vice Chair
Eric Alvarez, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: 2022 Urban Community Drought Relief Program
California Department of Water Resources
CONTACT: Juan Ochoa, Associate Engineer, [email protected], 209-577-5423 DESCRIPTION:

Consider approving the submission of a Grant Application to the California Department of Water Resources for the 2022 Urban Community Drought Relief Grant Program and forwarding to Council for approval. (Funding Source: Water Fund)
STRATEGIC PLAN ELEMENT:

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

BACKGROUND:

In June of 2022, the California State Legislature amended the Budget Act of 2021 allocating $545 million in additional funding to the Department of Water Resources (DWR) for the purpose of awarding drought relief grants that would provide water to communities that are facing the loss, or contamination of their water supplies, to address immediate impacts on human health and safety, to secure the future of California’s water supply and to protect fish and wildlife resources.

The Guidelines and Proposal Solicitation Package (GL/PSP) schedule for the 2022 Urban Community Drought Relief Grant Program is as follows:

October 10, 2022 DWR to Begin Accepting Applications
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California Department of Water Resources

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January 31, 2023 Deadline for Application Submittal to DWR DWR will announce grant awards in two phases; The first round in December of 2022 and the second in of March 2023.

DISCUSSION:

Staff is seeking grant funding for the following projects:

Empire – Water Main Crossing (Utilities)
In 2017, West Yost prepared a Technical Memorandum (TM) summarizing the hydraulic evaluation of the Empire Service Area, which is deemed an underrepresented community, per DWR’s severely disadvantaged criteria and mapping tool. The TM evaluated the performance of the water system, conducted a hydraulic analysis, and provided recommendations for needed improvements within the Empire Service Area.

The recommendations indicated that upgrades to the existing water main crossings on State Route 132/Yosemite Boulevard were needed. As a result, staff designed two potable water crossings that cross State Route 132/Yosemite Boulevard and upsize the distribution mains from an 8-inch main to a 12-inch main. These improvements will provide reliable volumes of potable water, redundancy, and alleviate the bottlenecks during maximum water peak demands.

Empire – Distribution Water Main Replacement (Utilities) As identified in the City of Modesto Water Master Plan and the TM prepared by West Yost; the Empire Service area requires the replacement and upgrade of deficient water mains and associated water valves, services and fire hydrants to increase service reliability, flows and pressures. The Empire Distribution Water Main Replacement project is one of the many prioritized areas within the City’s water service area that require replacement of current, aging water infrastructure.

The Empire Distribution Water Main Replacement project will replace and upgrade over 6,800 linear feet of deficient water mains, associated water valves, services, and fire hydrants to increase service reliability, improve peak demand flows, reliability, pressures and improve public health and safety. The project area is bounded by I Street on the East, E Street on the West, Center Avenue on the North, and Sunshine Court on the South.

Turf Replacement – City Parks (Parks, Recreation & Neighborhoods) The Parks Planning and Development Group, in an effort to reduce potable water consumption at City parks has identified several park locations throughout the City as candidates for turf removal; The areas have been assigned priority levels of 1-4.

This request for grant funding would focus on transitioning areas designated with priority levels of 1 or 2 to drought tolerant landscaping and would accomplish the following:

Total Turf Removed 12.54 Acres
Annual Water Savings 12.3 Million Gallons
Annual Cost Savings $33,000
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California Department of Water Resources

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Turf Replacement – Residential & Commercial Programs (Utilities) The Water Division currently oversees a turf replacement program offering a $2 per square foot rebate for qualifying artificial turf or drought tolerant projects to both residential and commercial customers. Rebate amounts can be up to $3,000 per residential City of Modesto water account and/or $6,000 per commercial City of Modesto water account.

Staff is seeking grant funding to financially support the continuation of this conservation program as outdoor landscaping is the single largest use of water in a typical California home or business.

FISCAL IMPACT:

The City is seeking approximately $4,000,000 in grant funding to benefit the Utilities and Parks, Recreation & Neighborhoods Departments as follows:

Participation in this program requires a non-state cost share of 25% of the total application costs, unless the project qualifies for a waiver. As part of the application process Staff will be requesting that the non-state cost share be waived for all project activity in underrepresented and/or disadvantaged communities per the GL/PSP guidelines.

Local match dollars are currently available through an American Rescue Plan Act (ARPA) allocation and Water Fund Reserves.

ENVIRONMENTAL REQUIREMENTS:

All CEQA requirements will be addressed through the Grant application work plan.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion approving the submission of a Grant Application to the California Department of Water Resources for the 2022 Urban Community Drought Relief Grant Program for the Underrepresented Community of Empire and City-Wide Turf Replacement Project for an amount up to $4,000,000 in grant funding with a local match requirement of $250,000 and forwarding to Council for approval.

Approved by:

William Wong, Director of Utilities
Joseph P. Lopez, City Manager
Project Department Request Match
Empire - Water Main Crossing Utilities $800,000 None
Empire - Distribution Water Main Replacement Utilities $2,200,000 None Turf Replacement - City Parks Parks $750,000 $187,500
Turf Replacement - Residential & Commercial Program Utilities $250,000 $62,500 $4,000,000 $250,000
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California Department of Water Resources

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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

January 11, 2023
Date: December 14, 2022
TO: Economic Development Committee
Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
Eric Alvarez, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Right of Way Dedication to the Public for Future Aria Way Extension CONTACT: Robert Davalos, Senior Civil Engineer
[email protected], 209-571-5869
DESCRIPTION:

Consider approving a Right-of-Way Dedication by the City of Modesto on behalf of the public for the future Aria Way extension for Public Use and Right of Way. (Funding Source: Not Applicable)
STRATEGIC PLAN ELEMENT:

BACKGROUND:

The Tivoli Specific Plan (TSP) area outlines the development of approximately 454 unincorporated acres located north of Sylvan Avenue, east of Oakdale Road, west of Roselle Road, with the northern boundary to be the future expansion of Claratina Avenue from Oakdale Road to Roselle Road.

Rising land values have triggered the need to consider and evaluate an alternative method for dedicating and/or purchasing the public land needed to develop the TSP. Since each area in the TSP cannot individually or independently construct a self-contained infrastructure system, a Volunteer Land Dedication Program (VLDP) was proposed by the City to support the development of the Tivoli area.

Property owners within the boundaries of the TSP recognized that for development to occur, the City would require the dedication of several land areas needed for roadways and other public facilities, such as a drainage basin. The VLDP will act as a mechanism to calculate the acreage #5..
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that each landowner in the TSP area will be required to provide to the community as their fair share or voluntary contribution to support the development of their property.

On April 23, 2019, per Resolution No. 2019-197, Council approved a Voluntary Land Dedication Program for the Tivoli Specific Plan Area.

DISCUSSION:

Built in 1995, Tank 4 is located at 3720 Aria Way (APN 083-004-084), within the identified TSP area, and is owned by the City of Modesto – Water Division. To facilitate development of the future Aria Way extension, City staff recommends the dedication of 14,400 square-feet of the

5.10 acre property where Tank 4 is located to the City of Modesto on behalf of the Public for public use and right of way.

FISCAL IMPACT:

There is no direct fiscal impact as a result of this action. The VLDP is allocated equally among the parcels based on their net acreage; as development occurs, fees will be paid by developers for the construction of the future Aria Way extension.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion approving a Right-of-Way Dedication by the City of Modesto on behalf of the public for the future Aria Way (APN 083-004-084) extension for Public Use and Right-of-Way, and forwarding to Council for approval.

Approved by:

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

1. Legal Description and Plat Map – APN 083-004-084

2. Certificate of Acceptance
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CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by the Right Of Way Dedication from the City of Modesto, to the City of Modesto, a municipal corporation, on behalf of the public for streets and public use and right of way, being a portion of a City-owned parcel located at 3720 Aria Way, Modesto, CA (Assessor’s Parcel Number: 083-004-084) is hereby accepted on behalf of the City of Modesto by its City Manager pursuant to authority conferred by Resolution No. 2023- , adopted by order of the Modesto City Council on ________________, 2023, and the Grantee consents to recordation thereof by its duly authorized officer.

Dated:_____________________ By:_____________________________ JOSEPH P. LOPEZ
City Manager
ATTEST:

By
DIANE NAYARES-PEREZ, City Clerk
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Economic Development CommitteeJanuary 11, 2023

Economic Development Committee
January 11, 2023