Safety and Communities Committee
January 18, 2023

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www.modestogov.com
AGENDA
City of Modesto

SAFETY AND COMMUNITIES COMMITTEE / COUNCIL

WORKSHOP
Held Via Teleconference
(To Access Meeting Please See Instructions Below)
Wednesday, January 18, 2023 at 4:00 PM
*Roll Call: Chris Ricci, Chair
Rosa Escutia-Braaton, Vice-Chair
Jeremiah Williams, Member
Alternates: Eric Alvarez, Sue Zwahlen, Nick Bavaro, David Wright * Please Note: In order to respond to COVID-19, and pursuant to AB 361, the City will hold this meeting via teleconference and Committee Members will be calling in. “Wordly” can translate into 25+ different languages! To access written translation during the meeting, please scan the QR Code or click this link https://attend.wordly.ai/join/RJDY-6364.
"Wordly" puede traducir a más de 25 idiomas diferentes! Para acceder a la traducción durante la reunión, por favor escanee el código QR o haga clic en el enlace https://attend.wordly.ai/join/RJDY-6364.

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

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

SUBMITTING COMMENTS BY E-MAIL
Written comments may be submitted via email to: [email protected] (include Agenda Item Number in the subject line). All comments will be shared with the Committee Members and placed in the record, but will not be read aloud during the meeting. Written comments must be received by 2:00 p.m. on the day of the meeting.

VIRTUAL PARTICIPATION BY ZOOM VIDEO

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

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

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

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

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

PUBLIC COMMENTS
Please refer to special public comment instructions above.

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

CONSENT ITEMS – ROLL CALL VOTE REQUIRED:

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

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

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

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

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

Consent

1. Consider approving the purchase of a 2019 Chevrolet Tahoe SUV from the Salida Fire Protection District (SFPD), Salida, CA, for a cost not to exceed $60,000 and forwarding to Council for approval. (Funding Source: General Fund)  Motion approving the purchase of a 2019 Chevrolet Tahoe SUV from the Salida Fire Protection District, Salida, CA, for a total amount not to exceed $60,000; and forwarding to Council for approval.

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

2. Consider approving an Agreement with Mark Thomas & Company, Inc. to prepare construction documentation for the Dry Creek Regional Park to Tuolumne River Regional Park (TRRP) Trail Connection Project for a total amount not to exceed $511,424, and forwarding to Council for approval. (Funding Source: Parks & Air Quality Capital Facility Fee Fund)
 Motion approving an Agreement with Mark Thomas & Company, Inc. to prepare construction documentation for the Dry Creek Regional Park to Tuolumne River Regional Park (TRRP) Trail Connection Project for an amount of $464,931, plus $46,493 for additional services, if needed, for an Agreement total not to exceed $511,424, and forwarding to Council for approval.

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

3. Consider approving an increase of the Director’s Authority of contingency amount of $74,455 with Gruendel Inc. DBA Ray’s Electric in an amount not to exceed $148,910 and forwarding to Council for approval. (Funding Source: Measure L Road Tax Fund)  Motion approving an increase of the Director’s Authority of contingency amount of $74,455 with Gruendel Inc. DBA Ray’s Electric from 10% ($74,455) to 20% ($148,910) in an amount not to exceed $148,910 and forwarding to Council for approval.

PUBLIC WORKS; James Ashby, 209-571-5116, [email protected]

NEW BUSINESS

4. Consider approving the Fourth Amendment to the Purchasing Agreement with Grover Landscape Services, Inc. of Modesto, CA for Landscape Maintenance Services to extend the term period for an additional three years and six months and increasing the amount of the Agreement by an amount not to exceed $10,141,509 for the extension period; and forwarding to Council for approval. (Funding Source: General Fund – Parks Operations, Community Facilities District Funds, Joint Powers Authority Tuolumne River Regional Park Fund, Various City and Enterprise Funds)  Motion approving the Fourth Amendment to the Purchasing Agreement with Grover Landscape Services, Inc. of Modesto, CA for Landscaping Maintenance Services to extend the term period for an additional three years and six months and increasing the amount of the Agreement by an amount not to exceed $10,141,509 for the extension period; and forwarding to Council for approval.

PRN; Kelly Gallagher, 209-342-2270, [email protected]

5. Consider approving a Land Exchange Agreement with E. J. Gallo Winery and Gallo Glass Company to acquire certain real property located along the Tuolumne River (a portion of APNs 035-016-010, 035-018-009, 035-018-013 and 035-024-007), in exchange for a portion of Beard Brook Park (APN 106-034-001); approving a Transfer Agreement with the State of California Department of Parks and Recreation, and forwarding to Council for approval. (Funding Source: Non-Motorized Local Transportation Fund and Parks & Air Quality Capital Facility Fees Fund)  Motion approving a Land Exchange Agreement with E. J. Gallo Winery and Gallo Glass Company to acquire certain real property located along the Tuolumne River (a portion of APNs 035-016-010, 035-018-009, 035-018-013 and 035-024-007), in exchange for a portion of Beard Brook Park (APN 106- 034-001); approving a Transfer Agreement with the State of California Department of Parks and Recreation, and forwarding to Council for approval.

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

6. Consider an Ordinance amending Section 3-2.1401.1 of Article 14, Chapter 2, Title 3 of the Modesto Municipal Code relating to speed limits to determine and designate speed limit changes. (Funding Source: Surface Transportation Fund (Gas Tax)) - 5 -
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 Motion approving an Ordinance amending Section 3-2.1401.1 of Article 14, Chapter 2, Title 3 of the Modesto Municipal Code relating to speed limits and forwarding to Council for approval.

PUBLIC WORKS; Mark Murphy, 209-577-5431, [email protected]

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

COMMITTEE AGENDA REPORT
DATE OF MEETING:

January 18, 2023
Date: December 21, 2022
TO: Safety and Communities Committee
Chris Ricci, Chair
Rosa Escutia-Braaton, Vice-Chair
Jeremiah Williams, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Alan Ernst, Fire Chief
SUBJECT: Purchase of 2019 Chevrolet Tahoe
CONTACT: Alan Ernst, Fire Chief, [email protected], 209-572-9590 DESCRIPTION:

Consider approving the purchase of a 2019 Chevrolet Tahoe SUV from Salida Fire Protection District (SFPD), Salida, CA, for a cost not to exceed $60,000 and forwarding to Council for approval. (Funding Source: General Fund)
STRATEGIC PLAN ELEMENT:

This action supports the City of Modesto 2020-2025 Strategic Plan focus on quality of life under Goal A: Improve Community Safety.

BACKGROUND:

As of September 13, 2022, by Resolution 2022-370, the Modesto Fire Department (MFD) entered into a contract for services with Salida Fire Protection District (SFPD). This created a need to cover a greater service area. In addition to the growing jurisdiction, there is a need to replace existing vehicles within the MFD fleet that have high mileage and have become unreliable.

On May 23, 2022, Finance Committee approved the Authorization to Purchase submitted by Fleet Services and issued on July 6, 2021. MFD is allotted one new addition to fleet. The costs associated with the purchase of a new vehicle and equipment buildup costs to outfit a Fire vehicle will be significantly more in the future than they are today. Additionally, there is also a concern that supply chain delays will increase the time it takes to put the vehicle in service.

Purchasing this specific vehicle from SFPD will bring significant savings in time and expenses.

Additionally, with the approval of this bid, MFD will be able to surplus an existing vehicle. #1..
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Safety and Communities Committee, January 18, 2023
Purchase of 2019 Chevrolet Tahoe

DISCUSSION:

Salida Fire Protection District (SFPD) is conducting a sealed bid for a 2019 Chevy Tahoe SUV that is fully outfitted with radios, a light package and command board. The vehicle has 26,000 miles and was appraised by SFPD with a minimum bid set at $45,000. According to Kelly Blue Book, a comparable Chevy Tahoe with similar mileage without the radios, light package, MDC mount, and command board is estimated at $46,355. Researching comparisons, staff found similar vehicles for sale with a listed price ranging from $42,000 to $50,000. With the additional specialized equipment already installed within the SFPD Chevy Tahoe, it is estimated to add a total value of $29,600 (see below for cost breakdown). MFD has submitted a bid of $55,000, which was accepted by SFPD pending Council approval.

Unit estimated cost breakdown for additional equipment on Salida Tahoe Chevy Tahoe Vehicle $46,355
Tri Band Radios $7000 X 3 $21,000
Docking Station for MDC $600
Command Board Build up $2,000
Code 3 Light Package $6,000
Total Vehicle Value $75,955
Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $50,000 for material, equipment, or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, in his or her discretion, determines that a process other than the formal bid procedure set for in Section 8-3.203 will result in procurement for the City at the lowest possible cost commensurate with the desired quality.” In purchasing this vehicle, MFD will procure an item with the highest operational quality available at a cost significantly less than market value.

FISCAL IMPACT:

SFPD accepted a bid of $55,000 for the Chevy Tahoe SUV as noted above. In addition to the bid amount, MFD will be responsible for paying $5,000 to support vehicle licensing fees and applying department logo decals to put the vehicle into service. Combined, these costs are estimated at approximately $60,000 and are budgeted within the department in the General Fund.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion approving the purchase of a 2019 Chevrolet Tahoe SUV from Salida Fire Protection District, Salida, CA, for a total amount not to exceed $60,000; and forwarding to Council for approval.

Approved by:

Alan Ernst, Fire Chief
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Safety and Communities Committee, January 18, 2023
Purchase of 2019 Chevrolet Tahoe

Joseph P. Lopez, City Manager
Attachments:

1. Bid for Purchase

2. Vehicle Comps

3. Bid Waiver
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

January 18, 2023
Date: December 19, 2022
TO: Safety and Communities Committee
Chris Ricci, Chair
Rosa Escutia-Braaton, Vice-Chair
Jeremiah Williams, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Laurie A. Smith, Director of Parks, Recreation and Neighborhoods Department SUBJECT: Dry Creek Regional Park to Tuolumne River Regional Park (TRRP) Trail Connection Design Award
CONTACT: Nathan Houx, Parks Planning and Development Manager, [email protected], 209-571-5526
DESCRIPTION:

Consider approving an Agreement with Mark Thomas & Company, Inc. to prepare construction documentation for the Dry Creek Regional Park to Tuolumne River Regional Park (TRRP) Trail Connection Project for a total amount not to exceed $511,424, and forwarding to Council for approval. (Funding Source: Parks & Air Quality Capital Facility Fee Fund) STRATEGIC PLAN ELEMENT:

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

BACKGROUND:

The Dry Creek Regional Park (Pamela Monterosso Trail) starts at Moose/Kewin Park and continues east to Claus Road. Additionally, Tuolumne River Regional Park (TRRP) has a developed trail that starts just south of Beard Brook Park. Historically, the gap between these trails has been a significant challenge for pedestrians and bike riders over the past few decades.

There have been some informal routes to traverse this gap; however, the main goal of this project is to formalize a safe pedestrian and bicycle connection between the Dry Creek Regional Park and the TRRP. This trail section will likely require construction of a trail side retaining wall structure along South Morton Blvd and various different classifications of trail sections, including separated Class I bike trail, bike lanes, bike routes and other innovative trail solutions. #2..
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Safety and Communities Committee, January 18, 2023
Dry Creek Regional Park to Tuolumne River Regional Park (TRRP) Trail Connection Design Award

DISCUSSION:

In accordance with Administrative Directive 3.1, “Selection Procedures for Professional Consultants Who Provide Architectural & Engineering for Capital Projects”, staff initiated a Request for Qualifications and Proposals (RFQ/P) to perform Professional Design Consulting Services.

On October 6, 2021, the City’s Parks Planning and Development Division issued a Request for Proposals (RFP) # PRN-21-101164 for professional design consulting services for the Tuolumne River Regional Park (TRRP) Three Trails Connection Project. On November 10, 2021, staff received two (2) consultant proposals. A consultant selection committee was formed and met to review the proposals received. The committee decided that the project be split into three different sections (Section One – TRRP Riverwalk Trail - Gateway to Neece, Section Two – TRRP Riverwalk Trail - Gateway to Legion, and Section Three – Dry Creek Regional Park to TRRP Trail Connection) and determined that the prospective professional design consultant, Mark Thomas & Company, Inc., is well qualified to design Section Three – Dry Creek Regional Park to TRRP Trail Connection, of the project.

Based on the results of the RFP, staff recommends the Council approve an agreement with Mark Thomas & Company, Inc, in the amount of $464,931 to design the Dry Creek Regional Park to TRRP Trail Connection Project.

In addition, staff recommends Council approve a 10% additional services budget in the amount of $46,493 to allow for additional services that may be required due to unforeseen conditions, delays or expenses for an agreement total not to exceed $511,424. This additional services budget does not commit the city to spend the additional funding, but allows the Department Director to approve change orders up to the additional services limit, without further council action.

In accordance with Modesto Municipal Code Sec. 8-3.204(a), Exceptions to Formal Bidding Requirements, the agreement is for professional services and, therefore, exempt from the bidding requirement. The approval of the agreement for construction documentation services for the Dry Creek Regional Park to TRRP Trail Connection Project to Mark Thomas & Company, Inc. of Fresno, CA conforms to Modesto Municipal Code 8-3.204, subsection (a).

FISCAL IMPACT:

The project design will be funded by the Parks & Air Quality Capital Facility Fee Fund. Funding is housed in Project 101233 – Dry Creek to TRRP Trail. The construction is currently not funded but completing the design of the project will make the City more competitive for grant funding to complete the construction of this project.

Revenue:

Current Budgeted Revenue (Fund 3140) $ 400,000
Additional Revenue from Parks & Air Quality Capital Facility Fee Fund $ 200,000 Total Revenue $ 600,000
Anticipated Expenses:
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Safety and Communities Committee, January 18, 2023
Dry Creek Regional Park to Tuolumne River Regional Park (TRRP) Trail Connection Design Award

Mark Thomas & Company Agreement (not to exceed) $ 511,424 Current staff cost $ 17,358
Additional staff and other incidental costs (Estimated) $ 71,218 Total Anticipated Expenses $ 600,000
CEQA/NEPA REQUIREMENTS:

No environmental review is needed for this action as it is an administrative action.

Environmental review of the project will be completed as a part of the design process for this project.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion approving an Agreement with Mark Thomas & Company, Inc. to prepare construction documentation for the Dry Creek Regional Park to Tuolumne River Regional Park (TRRP) Trail Connection Project for an amount of $464,931, plus $46,493 for additional services, if needed, for an Agreement total not to exceed $511,424, and forwarding to Council for approval.

Approved by:

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

1. Agreement – Mark Thomas & Company, Inc.
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MARK THOMAS AND COMPANY, INC AGREEMENT WITH THE CITY OF

MODESTO FOR THE DRY CREEK REGIONAL PARK TO TUOLUMNE RIVER

REGIONAL PARK (TRRP) TRAIL CONNECTION PROJECT
THIS AGREEMENT, made and entered into in the City of Modesto, State of California, this day of , 2023, (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "City", and MARK THOMAS & COMPANY, INC, a California corporation, hereinafter referred to as "Consultant".

This Agreement is made with regard to the following recitals:

A. The City has determined that construction documentation should be prepared; Profession Design Consulting Services are needed for the Dry Creek Regional Park to Tuolumne River Regional Park (TRRP) Trail Connection Project.

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

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

1. SCOPE OF SERVICES.

Consultant shall undertake and complete the preparation of the scope of work as set forth and described in the documents attached hereto and referred to as Exhibit "A" or "project". The Consultant shall perform the services as described in Exhibit "A" in a manner compatible with the standards of its profession, and shall produce a fully complete project that is acceptable to City.

2. TERM OF AGREEMENT.
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This Agreement is effective as of the date first written above and will continue in effect until City's acceptance of and payment for all services authorized by City and performed by Consultant, unless terminated earlier in accordance with the provisions of the termination clause in this Agreement.

Consultant shall undertake and complete the preparation of the scope of work as set forth and described in the documents commonly referred to as “project” attached hereto as Exhibit "A" and made a part hereof. City hereby gives Consultant notice to proceed with the preparation of the project in the manner described in Exhibit "A", as of the Effective Date of this agreement. Consultant shall diligently proceed with the Professional Design Consulting Services of the Project until the completion of items shown in Exhibit “A”.

3. COMPENSATION.

Consultant agrees to accept a sum not to exceed FOUR HUNDRED SIXTY-FOUR THOUSAND NINE HUNDRED THIRTY-ONE AND 00/100 DOLLARS ($464,931 maximum compensation) as full remuneration for performing all services and furnishing all staffing and materials for Modesto in accordance with Exhibit "A" attached hereto and for performance by Consultant of all of its duties and obligations under this Agreement, except that additional services may be compensated as described below.

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

City shall pay Consultant on a time and materials basis for Consultant’s actual costs for all work called for in Exhibit “A” to this Agreement. All work to be performed under this Agreement shall be billed at the hourly rates set forth in Exhibit “B” attached hereto, Consultant shall submit monthly invoices to City which include detailed tasks, hours worked, #2..
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and billable rates for all work completed, and detailed receipts for any out-of-pocket costs paid by Consultant in connection with work performed on this project.

No retainage will be withheld by City from progress payments due the Consultant. Retainage by the Consultant or subconsultants is prohibited, and no retainage will be held by the Consultant from progress due subconsultants. Any violation of this provision shall subject the violating Consultant or subconsultants to the penalties, sanctions, and other remedies specified in Section 7108.5 of the California Business and Professions Code. This requirement shall not be construed to limit or impair any contractual, administrative, or judicial remedies, otherwise available to the Consultant or subconsultant in the event of a dispute involving late payment or nonpayment by the Consultant or deficient subconsultant performance, or noncompliance by a subconsultant. This provision applies to both DBE and non-DBE Consultants and subconsultants.

Reimbursable Expenses including all printing and reproduction, travel, vehicle mileage, delivery and horticultural soils samples expenses will be billed at cost. The total cost for all reimbursable expenses for the Project shall not exceed $4,208, and is included in the not exceed figure of $464,931. It is the responsibility of the Consultant to manage reimbursable expenses to ensure that they do not exceed this budget. Reimbursable expenses shall be invoiced to the City by monthly invoices and shall itemize the reimbursable expenses incurred during the preceding month and indicate the amount due.

Additional services may be authorized by the Department Director in an amount up to, but not to exceed 10% of the agreed maximum compensation, or FORTY-SIX THOUSAND FOUR HUNDRED NINETY-THREE AND 00/100 DOLLARS ($46,493). In the event that additional services are deemed necessary, the Consultant shall provide a written #2..
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request to the Department Director, or designee, indicating the reason for additional work, scope and cost of such work. The Department Director, or designee, shall provide a written response to the request, either approving or denying the additional expenditure. If additional services are requested and approved, they will be billed at the hourly rates set forth in Exhibit “B” and may not exceed the amount requested and approved in writing by the Department Director. In that event, the new total compensation shall not exceed FIVE HUNDRED ELEVEN THOUSAND FOUR HUNDRED TWENTY-FOUR AND 00/100 DOLLARS ($511,424). If additional services in excess of this amount are deemed necessary by City Staff, an amendment to this Agreement will be required and must be approved by the City Council prior to commencing the work, as provided in Paragraph 9 of this agreement.

4. OBLIGATIONS OF CONSULTANT.

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

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

5. PERFORMANCE BY KEY EMPLOYEE.

Consultant has represented to City that Ed Noriega, Project Manager, will be the person primarily responsible for the performance of the services referred to in this Agreement. City has entered into this Agreement in reliance on that representation by #2..
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Consultant. Consultant therefore agrees that twenty percent (20%) or more of the time to be devoted to the project that is the subject of this Agreement will be that of the above-named person.

6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

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

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

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

7. NEWS AND INFORMATION RELEASE.

Consultant agrees that it will not issue any news releases in connection with either the award of this Agreement, or any subsequent amendment of or efforts under this #2..
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Agreement, without first obtaining review and approval of said news releases from City through the City Manager.

8. INTEREST OF CONTRACTOR.

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

Consultant warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the consultant; to solicit or secure this contract; and that he/she has not paid or agreed to pay any company or person other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award, or formation of this contract. For breach or violation of this warranty, City shall have the right to annul this contract without liability, or at its discretion; to deduct from the contract price or consideration, or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee.

9. AMENDMENTS.

Both parties to this Agreement understand that it may become desirable or necessary during the execution of this Agreement, for City or Consultant to modify the scope of services provided for under this Agreement. Any material extension or change in the scope of #2..
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work shall be discussed with City and the change and cost shall be memorialized in a written amendment to the original contract prior to the performance of the additional work.

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

10. INDEPENDENT CONTRACTOR.

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

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

No agent, officer, or employee of the City is to be considered an employee of Consultant. It is understood by both Consultant and City that this Agreement shall not under any circumstances be construed or considered to create an employer-employee relationship or a joint venture.

Consultant, its agents, officers and employees are and, at all times during the terms of this Agreement, shall represent and conduct themselves as independent contractors and not as employees of City.

Consultant shall determine the method, details and means of performing the work and services to be provided by Consultant under this Agreement. Consultant shall be responsible to City only for the requirements and results specified in this Agreement, and, except as expressly provided in this Agreement, shall not be subjected to City's control with respect to the physical action or activities of the Consultant in fulfillment of this Agreement. Consultant has control over the manner and means of performing the services under this Agreement. #2..
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Consultant is permitted to provide services to others during the same period service is provided to City under this Agreement. If necessary, Consultant has the responsibility for employing other persons or firms to assist Consultant in fulfilling the terms and obligations under this Agreement.

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

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

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

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

11. ASSIGNMENT.

Neither this Agreement nor any portion thereof shall be subcontracted or assigned without the express prior written consent of the City in each and every instance. #2..
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12. PATENT/COPYRIGHT MATERIALS.

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

13. NOTICES.

Notice required by this Agreement shall be given in writing and shall be deemed given and effective upon receipt provided that such are delivered in accordance with the provisions of this Section. Notices shall be delivered either by: (a) personal delivery (including delivery by an overnight courier service which obtains confirmation of receipt); or (b) by facsimile, provided that such transmission is followed by delivery by an overnight courier service which obtains confirmation of receipt; or (c) postage prepaid, return receipt requested, certified mail; or (d) by electronic transmission subject to reasonable proof that the notice was both transmitted and received. Each such notice shall be sent to the parties at the address respectively set forth below or to such other address as a party may designate by written notice given in accordance with the provisions of this Section:
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FOR CONSULTANT: Name: Mark Thomas & Company
Address: 7571 North Remington Ave, Suite 102
Fresno, CA 93711
Attention: Ed Noriega, Project Manager
Phone: Office: (559) 374-3111
Mobile: (530)484-1222
Facsimile: (559) 447-8586
Email: [email protected]
FOR CITY: Name: City of Modesto
Address: P.O. Box 642
Modesto, CA 95353
Attention: Laurie A. Smith
Phone: (209) 577-5344
Email: [email protected]

14. INSURANCE REQUIREMENTS.

The Consultant shall provide at its own expense and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the City as may be required by the Risk Manager of the City. The policies or certificates thereof shall provide that, thirty (30) days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the City by certified mail, return receipt requested, for all of the following stated insurance policies.

In the event the certificates of insurance required hereunder do not provide for notice of cancellation to the certificate holder and/or additional insureds, the Consultant shall provide, and shall require its subcontractors to provide, as an express condition precedent to payment hereunder, an endorsement from their insurers providing that the additional insureds identified herein shall be provided 30 days notice of the cancellation on the policies of insurance required hereunder (10 days notice if the policies are cancelled for non-payment of premium). In addition, the named insured on all such policies shall provide to the additional insureds identified #2..
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herein any notices of cancellation of said insurance policies within 5 business days of receipt of such notice. The Consultant shall, as a further express condition precedent to payment for work performed, affirm under penalty of perjury that the required insurance on the project remains in place and said insurance has not been cancelled.
(a) Worker's Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000. (b) General Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. This insurance shall indicate on the certificate of insurance the following coverages and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent consultants and subcontractors; products and completed operations as applicable.
(c) Automobile Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. This insurance shall cover any automobile for bodily injury and property damage.
(d) Professional Liability insurance with a minimum limit of $1,000,000 per claim and $2,000,000 policy aggregate. If coverage is on a claims made basis it shall be maintained for at least three (3) years following completion of the work.

If at any time any of said policies shall be unsatisfactory to the City or State of California, as to form or substance, or if a company issuing such policy shall be unsatisfactory to the City or State of California, the Consultant shall promptly obtain a new #2..
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policy, submit the same to the Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of the Consultant to furnish, deliver or maintain such insurance and certificates as above provided, this Agreement, at the election of the City or State of California, may be forthwith declared suspended or terminated. Failure of the Consultant to obtain and/or maintain any required insurance shall not relieve the Consultant from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Consultant concerning indemnification. The City and State of California, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation and Professional Liability. The Workers' Compensation insurer shall agree to waive all rights of subrogation against the City and State of California, its agents, officers, employees, and volunteers for losses arising from work performed by Consultant for the City or State of California. The Consultant's insurance policy(ies) shall include a provision that the coverage is primary as respects the City or State of California; shall include no special limitations to coverage provided to additional insured; and, shall be placed with insurer(s) with acceptable Best's rating of A:VII or with approval of the Risk Manager. The Consultant must deliver certificates evidencing existence of the insurance listed above to the City prior to the time the contract is signed.

CONSULTANT shall provide CITY with separate endorsements evidencing proof of the CITY’s additional insured status as to both the general liability and automobile liability insurance policies. In addition, CONSULTANT shall provide CITY with a Workers Compensation subrogation waiver by way of a separate endorsement. All endorsements referenced above must include the applicable policy number. #2..
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For any claims related to this project, the CONSULTANT’S insurance coverage shall be primary insurance as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the CONSULTANT’S insurance and shall not contribute with it.

15. TERMINATION OF AGREEMENT.

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

Termination by City for Convenience
TheCitymay also terminate theConsultant's performance underthe Agreement, eitherin whole orin part, at its own discretion, or when conditions encountered duringthe Work make it impossible orimpracticable to proceed, or when theCityis prevented fromproceeding with the Agreement by act of God, by law, or by official action of a public authority, or upon a determination by the City that such termination is in the best interest and convenience of the City, or whenever the City is prohibited from completing the Work for any reason. TheCityshall provide no lessthan ten (10) calendar days written notice of its intent to terminate the Agreement for convenience, and shall endeavor to provide the Consultant with consultation with the City prior to termination.
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Post-Termination Procedure
Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the Consultant shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subconsultants and agents are notified of such termination and act as specified in the notice of termination;
b. Terminate all orders and Subcontractors except as necessary to complete any portion of the Work that is not terminated; c. If directed in writing by the City to do so, assign all right, title and interest in subcontracts and materials in progress to City, in which case the City will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such subconsultants, but in no event shall recovery by any Consultant or subconsultant include lost profits for portions of the Work not completed or undertaken, including materials not delivered; d. Deliver or otherwise make available to the City all data, drawings, specifications, reports, estimates,summaries and such other information and material as mayhave been accumulated by the Consultant in performing the Work whether completed or in process; e. Settle outstanding liabilities and claims, subject to the approval of City;
f. Complete performance of such part of the Work as has not been #2..
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terminated;
g. Take such other actions as may be necessary, or as may be directed by the City for the protection and preservation of the Work and/or property related to the Work;
h. If City so requests, and at City's cost, Consultant shall provide sufficient oral or written status reports to make City reasonably aware of the status of Consultant's work on the project. i. The Consultant understands and agrees that City may, in City's sole discretion, refuse to pay Consultant for that portion of Consultant's services which were performed by Consultant on the project prior to the termination date and which remain
unacceptable and/or not useful to City as of the termination date.

City will pay Consultant an amount based on the percentage of satisfactory work completed in accordance with the notice of termination. The final payment to the Consultant after termination for convenience shall be limited to amounts due and owing under the Agreement at time of termination, including the following:
a. The cost of settling and paying valid claims arising out of the termination of the Work such as subconsultant agreements or contracts for materials;
b. The Agreement price allocable to the portion of the Work properly performed or goods supplied to the work site by the Consultant as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums #2..
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previously paid to the Consultant.

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

16. CERTIFIED PAYROLL REQUIREMENT.

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

17. INDEMNITY.

The Consultant shall hold the City and State of California, it agents , officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense, to the proportionate extent caused by any negligent or intentional wrongful act or omission of Consultant, or its agents, officers, employees, or volunteers relating to or #2..
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during the performance of its obligations under this Agreement. Consultant’s cost of defense shall not exceed the Consultant’s proportionate percentage of fault.

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

18. DISPUTE RESOLUTION.

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

This paragraph is not intended to and does not waive the claim filing requirements found in California Government Code section 900 et seq. In the event that a timely and legally sufficient, arbitrable claim is filed by Consultant with City, and the claim is rejected in whole or in part by City, this paragraph shall result in the conclusive, final, and binding resolution of all the issues presented in the claim by Consultant so long as any issues presented #2..
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by the claim are arbitrable. Claims rejected by City or by operation of law, shall be submitted by Consultant to arbitration pursuant to the Arbitration Rules of the American Arbitration Association within ninety (90) days after mailing of the written rejection by City to Consultant.

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

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

Both City and Consultant shall have the right, upon written notice, to take no more than three (3) depositions of the other as a matter of right in an arbitration proceeding under the “fast track” rules.

Whether or not City and Consultant may be engaged in interstate commerce, any controversy or dispute mentioned above shall be determined by, and the parties shall be bound by, the substantive law of the State of California, and not the Federal Arbitration Act at 9 USC Section 1 et seq.

The arbitrator may grant any remedy or relief deemed by the arbitrator just and equitable under the circumstances, whether or not such relief could be awarded in a court of law. The arbitrator shall be empowered to award monetary sanctions against a party for failure of cooperation in the arbitration. The arbitrator shall, in written award, allocate all the costs of the arbitration, including the fees of the arbitrator and the reasonable attorney fees of the prevailing party, against the party who did not prevail. The prevailing party shall be the party in whose favor the majority of the central issues in the case are resolved. #2..
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Notwithstanding anything in this provision to the contrary, the arbitrator shall have no power to award punitive damages or other damages not measured by the party’s actual damages (excluding litigation costs and fees) against any party. This limitation of the arbitrator’s powers under this Agreement shall not operate as an exclusion of the issue of punitive damages from this Agreement to Arbitrate sufficient to vest jurisdiction in a court with respect to that issue.

Consultant shall include in all subcontracts a specification whereby the subcontractor consents to being joined in an arbitration between City and Consultant involving the work of the subcontractor to be joined. Consultant’s failure to do so shall be a breach of this Agreement.

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

19. ENTIRE AGREEMENT.

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

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

21. WAIVER.

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

22. AUDIT.

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

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

23. GOVERNING LAW.

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

24. HEADINGS NOT CONTROLLING.

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

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

26. CITY BUSINESS LICENSE.

Consultant will have a City of Modesto business license.

IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement in duplicate by its City Manager and attestation by its City Clerk under authority of Resolution No. 2023- , adopted by the Council of the City of Modesto on the day of , 2023, and ____________ has caused this agreement to be duly executed in duplicate as of the Effective Date.
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Parks, Recreation and
Neighborhoods Department
Parks Planning and
Development Division
P.O. Box 642
Modesto, California 95354
209.577.5344
EXHIBIT ‘A’

SCOPE OF WORK

PROJECT DESCRIPTION

DRY CREEK REGIONAL PARK TO TUOLUMNE RIVER REGIONAL PARK (TRRP) TRAIL CONNECTION:

This project includes design construction documentation for a mixed Class 1, 2 and 3 trail connection along the east side of South Morton Blvd. from the south parking lot of Beardbrook Park traversing north through the intersection at Yosemite Blvd. and continuing to the Moose or Kewin Park Trailhead site. This trail section will likely require construction of trail side retaining wall structure along South Morton Blvd.

In addition to the Trail Section Components listed, construction plans and details shall include, at minimum, the following items:
• A 10’-12’ wide permeable concrete paved Class 1 trail. Trail design to include an adjacent 4’ wide decomposed granite trail running parallel to the paved path where applicable and space permits.
• Engineered retaining wall structure(s), where applicable. • Recreation trailheads, with small concrete paved plaza space, information kiosk, bench seating, waste receptacle and area lighting at South Morton Ave. intersection, Yosemite Blvd. intersection and Moose or Kewin Park.
• Pre-manufactured concrete park site signage at South Morton Avenue trailhead. • (5) Bench seating resting areas along trail section.
• Steel rail fencing adjacent to the trail along South Morton Drive and Yosemite Blvd.

The work to be accomplished in this project consists of preparation of construction documentation and completion of permit application documentation as necessary to obtain permit acceptance. Emphasis on continuing and improving the existing conceptual and Master Plan designs, value engineering, simplicity and quality design will be essential to the success of this project.

The project will require an experienced full-service consultant (team) with the ability to evaluate the existing conditions and make recommendations in a wide range of design services including but not limited to: structural engineering, civil engineering, electrical engineering, landscape architectural, and surveying. This project will also require the services of geotechnical specialists, archeological specialists, habitat restoration specialists and environmental consultants familiar with state and federal requirements and permit processes involving projects adjacent to or in navigable waters of the United States. Design services work shall be prepared by persons licensed by the State of California to undertake the type of design work required by the Project (engineer’s/landscape architect’s license number to appear on construction contract design documents).
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Plans and specifications shall conform with the most recent version of all applicable local building codes (City of Modesto), Stanislaus County Health Department codes, the TRRP Master Plan (and any applicable Master Plan Updates), TRRP MEIR, TRRP Gateway Precise Plan, Initial Study/Finding of Conformance for the TRRP Gateway Precise Plan, City of Modesto Standards and Caltrans Specifications, Modesto Urban Area General Plan and MEIR.

The Construction Documentation will be comprehensive and will include some, if not all, the following items:
• Rough grading and storm water pollution prevention.
• Site preparation, finish grading and drainages.
• Sensitive habitat protection plans and removal of non-native species. • Riparian habitat landscape plantings, with installation of a rigid temporary irrigation system to establish riparian habitat plantings for a period of three years, where applicable.
• Parkway landscaping and permanent irrigation system at roadway intersections and plaza spaces.
• Site Furnishings: bench(s), picnic table(s), bike rack(s), bollard(s), kiosks and comprehensive wayfinding signage.
• Street curb, gutter replacement and repair, where applicable. • 25’ light pole fixtures along trail sections. Fixtures to include hardwired and solar options.

General Project Assumptions – The project scope:
• Does not include R/W Acquisition Documents
• Does not include R/W Appraisal and Acquisition
• Assumes rights-of-entry will be provided by City.

PROFESSIONAL DESIGN CONSULTING SERVICES TO INCLUDE
Based on the above, the following scope of services to be performed in chronological order.

Listed below are tasks and conditions that the consultant is expected to perform and meet on this project. It is not intended the tasks shown are the only tasks required on this project. The City will provide electronic copies of the necessary background documentation TASK #1 – PROJECT MANAGEMENT / PERMITTING

1.1 Kick-off meeting (Meeting #1) in Modesto with City Staff to:
a. Confirm project description/schedule.
b. Obtain information and data regarding the project.
c. Advise the City of Modesto on the approach to be taken in preparing the Phase I/Environmental Site Assessment and Biological Assessment for this project. d. Provide utility coordination services to determine existing utilities to generate preliminary utility plans. Physical potholes are not included in the scope of work.

If needed, Mark Thomas will request authorization from the City prior to completing any work.
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1.2 Conduct a detailed site visit and collect and review all pertinent documentation including but not limited to the TRRP Master Plan (and any applicable Master Plan Updates), the Initial Study/Finding of Conformance for this project and the TRRP Master Plan MEIR.

1.3 Prepare a final project description through data collection, field work, and research which will be the basis for the preparation of the permits.

1.4 Conduct and prepare an Administrative Draft Phase I/Environmental Site Assessment as required by CEQA determinations and as directed by City of Modesto Staff.

1.5 Prepare Biological Assessment Report for use in permitting with State Agencies that includes site identification of plant species; tree species, location and DBH; and potentially impacted wildlife.

1.6 Complete Section 106 Report (Cultural Resources Inventory Report), Native American consultation, and Agency Coordination.

1.7 Provide the City with one (1) reproducible original and one (1) electronic copy of the above said documents for reproduction and distribution.

1.8 Based on comments from City staff, prepare a final Phase I/Environmental Site Assessment, Cultural Resources Inventory Report and Biological Assessment.

1.9 Coordinate and prepare all necessary permit applications and additional information if and as required by the CA Department of Fish and Wildlife, San Joaquin Valley Air Quality Control Board, Regional Water Quality Control Board, Department of Water Resources, Bureau of Reclamation. If additional permitting beyond the agencies listed above is required Mark Thomas will request authorization from the City prior to completing any work. Consultant shall assist City staff in ensuring the necessary permits are obtained prior to bidding the project.

1.10 Mark Thomas and Team will perform ongoing internal project coordination to share project information, identify critical issues, make decisions, assign project tasks, identify design criteria, and any other items critical to project delivery. Mark Thomas will prepare and maintain a project CPM schedule for the City and Design Teams’ review. Team will also submit monthly invoices and progress reports to the City.

1.11 Mark Thomas will perform ongoing general project coordination meetings with Caltrans.

Tasks include coordinating an encroachment permit to connect the trail to sidewalks along Yosemite Blvd. Scope assumes that no studies will be required by Caltrans.

1.12 Environmental Assumptions
• Tree inventory will be performed for trees that are in the project features alignments and no more than 25 feet outside of the alignments.
• Anticipate no built environment or other historic-era resources will be affected in the project area and therefore no built environment field survey is included or required. • Anticipate that there are no archaeological or Tribal cultural resources in the project area. Field surveys will take one 10-hour day.
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• GEI assumes that the City will make the necessary arrangements to provide access.

One GEI archaeological survey crew consisting of two archaeologists will conduct a cultural resources inventory of the APE to intensive standards. • Does not include Hydrology and Hydraulics Study. Assume Dry Creek Bridge will not require H&H study.
• Does not include preconstruction surveys.
• Does not include Traffic Study at SR 132.
• Does not include signal modification at SR 132.
• Does not include Phase 2 Hazmat Study.
• Fee for permits shall be City’s responsibility.

TASK #2 – ALIGNMENT ALTERNATIVES AND COMMUNITY MEETINGS

2.1 Draft Alignment Alternatives
The Design Team will prepare two (2) draft conceptual level trail alignment plans. Each plan will be color rendered and at a scale sufficient for clarity and legibility to facilitate the discussion of issues and opportunities with City staff and will depict alternate solutions to program needs, show pedestrian crossing locations, linkage to existing trails, sidewalks, and major utility locations. The main difference between the two conceptual level plans will be the method of crossing Yosemite Blvd and the placement of the trail north of Yosemite Boulevard. For the placement of the trail north of Yosemite, through the La Loma neighborhood, the alignments will depict a Class I trail along the east side of Dry Creek, the west side of Dry Creek, and the application of a Class III bike facility on the west side of Dry Creek in lieu of a Class 1. Prepare concept level cost estimate and up to three illustrative cross sections of critical locations for each plan.

2.2 Alignment Alternatives Review (Meeting #2)
The design team will present the draft alignment alternatives to City Staff for comment and feedback.

2.3 Public Outreach
The O’Dell team will work closely with City of Modesto staff to schedule and conduct community meetings and outreach efforts. The team intends to conduct a total of two community meetings, and individual stakeholder interviews during the course of the project. The City will be responsible for securing a meeting site. Mark Thomas and O'Dell will hold two public workshops throughout the process in an effort to better understand community issues and concerns, as well as develop consensus on the trail alignment.

The first workshop is to be held after the development of the initial conceptual alignment alternatives. The second workshop will be held after incorporating feedback and developing the preferred alternative. Workshop materials including workshop announcements (to be distributed by City), agendas, questionnaires, and other materials will be prepared. The design team will prepare audio/visual PowerPoint presentation for each workshop describing the project, process, alternatives and facilitate feedback. The #2..
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team will also provide design for meeting announcements, and coordinate online announcements.

City will be responsible for invitations and arranging the meeting location. a. Community Meeting 1 (Meeting #3)
b. Community Meeting 2 (Meeting #4)
TASK #3 – CONSTRUCTION DOCUMENTATION

3.1 Conduct an interdepartmental start up meeting in Modesto to begin the construction documentation process. (Meeting #5)

3.2 Topographic survey to locate the existing visible improvements and visible utilities. The Topographic Survey will include existing grades, any above ground utility structures, utility lines, trees (dbh) and all above ground structures, including the M&ET and La Loma Avenue bridges. For design options of the trail north of Yosemite Boulevard, it will be necessary to survey Morton Boulevard, and east and west sides of Dry Creek. The Topographic Survey limits include five feet behind the existing or proposed back of trail/sidewalk and extend out to the centerline of the road. Field Topographic Survey will be performed to cross-section each of the roadways on 50-foot stations to include the existing lip of gutter and crown. The Topographic Survey will include the existing pavement, striping, visible utilities (storm drain, sanitary sewer, water, dry utilities within the area of pavement), and fire hydrants.

Topographic base mapping to include an existing ground digital surface generated from Topographic Design Field Survey and refined using break lines to result in accurate surface triangulations and smooth, realistic contours. All surveyed field features will be included as a part of the base mapping. The Topographic Survey will be provided in an AutoCAD format that can operate with AutoCAD 2019 version and include the appropriate labeling.

3.3 Provide geotechnical evaluation of existing soils as warranted for pavements, walls, lighting foundations and minor grading. Utilize historical information, along with geologic and soil survey maps of the area to minimize field explorations. Obtain Boring and Encroachment permits as necessary and follow all required regulations for soil borings.

Submit geotechnical report to City staff and incorporate recommendations into the 30% construction documents. The following explorations are expected:
a. Three borings to between 5 and 40 feet deep (deeper boring located at the railroad crossing location) and two to three DCP tests. b. In general, explorations will be located about every 750 to 1,000 feet along the proposed trail and at key proposed amenity locations. DCP test will be advanced to depths ranging from 5 to 10 feet, or essential refusal. c. Selected soil samples will have laboratory tests for moisture content/unit weight, 200 wash analysis, grain size analysis, plasticity index, unconfined compressive and landscape suitability.
d. Geotechnical report shall contain a project description, summary of explorations and conditions, laboratory test results, Caltrans Seismic information for structure #2..
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design, CBC values assuming exemptions in code, potential for seismic impacts, recommendations for construction of project elements and grading, minimum unreinforced permeable and concrete flatwork sections, risk management and limitations, vicinity map, site plan with exploration locations and exploration logs with laboratory test results.

3.4 Provide a horticultural soils report for landscape soil preparation. Submit report to City staff and incorporate recommendations into the 30% construction documents.

3.5 Prepare preliminary 30% construction documents including:
e. Preliminary Site Plan
f. Preliminary Utility Relocation Plans
g. Preliminary Structural Wall Plans at the M&ET Rail Bridge h. Preliminary Trail Civil Plans, including plans and profiles i. Preliminary Landscape Plans with up to three (3) illustrative cross sections.

Including site furnishings, plant palette, irrigation equipment list, schematic irrigation design.
j. Preliminary construction cost estimate.
k. Preliminary Electrical Plans with photometric analysis as necessary. Provide options for solar and hardwired lighting, with plan and renderings of lighting options.

Deliver one (1) PDF sets of plans and specifications to City. City staff will require a minimum of four (4) weeks for review of 30% construction documents. In addition, provide a Final Rendered Plan (full color printed 24” x 36” in size and electronic image) to the City.

3.6 Conduct an interdepartmental review session in Modesto to review City comments on 30% plans and prepare a response to comments including intended resolution. (Meeting #6)

3.7 Based on comments received, prepare 75% construction documents including plans, specifications, and refined cost estimates. Submittal will include status of permits, comments from outside agencies and preliminary estimate of costs associated with permitting the project. Deliver one (1) PDF and four (4) hardcopy sets of plans and specifications to City. City staff will require a minimum of six (6) weeks for review of 75% construction documents. The 75% construction document submittal shall include updates/further development to all of the items listed in the 30% submittal.

3.8 Conduct an interdepartmental review session in Modesto to review City comments on 75% plans and prepare a response to comments including intended resolution. (Meeting #7)

3.9 Based on comments received, prepare 100% construction documents including plans, specifications, bid form and detailed estimate. In addition, provide a status of permits and final costs associated with permitting the project. Plans will be prepared to allow for deductive and additive alternates or phased construction as necessary. Deliver one (1) #2..
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PDF and five (5) hardcopy sets of plans and specifications to City. City staff may require a minimum of four (4) weeks for review of 100% construction documents.

The construction documents for the park will include, (as applicable):
• title sheet
• general notes
• project control
• typical sections
• demolition plan
• grading & drainage plan, with utility information & existing conditions and demolition (using 1’ contours, scaled at 1”=40’ minimum) • erosion and sediment control plans and details
• sign and trail marking plans and details
• site construction plans and details
• planting plan and details
• irrigation plan and details
• electrical plans and details
• structural details and calculations
• technical specifications (CSI format), city will provide boiler plate specifications • bid form
Provide one (1) set of final wet stamped Bond original plans and specifications for reproduction and a signed pdf of the plan set, one (1) AutoCAD (version 2019 compatible) drawings file. Use “D” size plan sheet and City of Modesto Title Block and Standards. All final plans & specifications shall be stamped & signed by a registered professional (Landscape Architect or Engineer), as appropriate.

Specifications should be CSI 6-digit provided in Microsoft Word and organized to match the format requested by the City during the design process. The Consultant must use the City of Modesto typical “front end” documents. Consultants may request additional sections be added to either division and/or recommend changes to the current “front ends”. Any changes must be requested in writing and are subject to review and approval by the City. Plans and Specifications shall meet all local, state and federal requirements as necessary. All construction shall be designed to be in accordance with current Americans with Disabilities Act and Title 24 requirements.

TASK #4 – BIDDING AND CONSTRUCTION SUPPORT

4.1 Assist City staff in bidding process as required, including helping answer questions from bidders.

4.2 Review and process shop drawings and submittals required by technical specifications; with use of digital E-Builder Construction Management software. Free training will be provided by City for E-Builder Software.
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4.3 Provide site visit review and prepare report on construction progress and quality, with recommendations for correction of any deficiencies (approximately one-(1) Field Meeting).

4.4 Assist in determining and processing requests for information and change orders.

PROJECT SCHEDULE
Proposed milestones for the project tasks are as follows:

MILESTONE DATE
Award Design Contract Tuesday, February 14, 2023
Design Start March 2023
Design Completion Approx. March 2024
PROPOSED COMPENSATION`
The following fees are based on the scope of work described previously in Exhibit ‘A’.

Payments will be made on a monthly basis when portions of the tasks are completed.

The monthly billing at the Hourly Rates included in Exhibit ‘B’, and verifiable documentation on any reimbursable expenses incurred.

Task #1 – Project Management / Permitting (not to exceed) $ 58,860 Task #2 – Community Meetings (not to exceed) $ 29,334
Task #3 – Construction Documentation (not to exceed) $ 343,725 Task #4 - Bidding and Construction Support (not to exceed) $ 28,804 Reimbursable Expenses (not to exceed) $ 4,208
Total Contract Amount $ 464,931
Additional Services (not to exceed 10%) $ 46,493
Grand Total $ 511,424
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Parks, Recreation and
Neighborhoods Department
Parks Planning and
Development Division
P.O. Box 642
Modesto, California 95354
209.577.5344
EXHIBIT ‘B’

HOURLY RATES
The following hourly rates will be used for billable hours within this Agreement and for additional work requested and approved. In addition, monthly progress payment invoices shall include the minimum attachments: Detailed description or itemization of work completed for the time period, task billing summary, hourly rates from all consultants.

Mark Thomas
Engineering & Planning
Engineer Manager $305
Design Engineer II $135
Design Engineer I $110
Sr. Project Manager $252
Sr. Project Engineer $177
Sr. Technician $138
LAUD Division Manager $246
LAUD Project Manager $201
Landscape Architect $141
Landscape Designer II $111
Sr. Project Coordinator $138
O’Dell Engineering
Survey/Outreach/Landscape
Principal $280
Senior Civil Engineer $215
Senior Engineer 2 $200
Senior Engineer 1 $185
Engineer 2 $180
Engineer 1 $170
Assistant Engineer 2 $145
Assistant Engineer 1 $130
Senior Landscape Architect 2 $200
Senior Landscape Architect 1 $180
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Landscape Architect 2 $170
Landscape Architect 1 $160
Landscape Designer 3 $155
Landscape Designer 2 $145
Landscape Designer 1 $135
Planner $175
Assistant Planner $140
Dry Utility Project Manager 2 $170
Dry Utility Project Manager 1 $150
Utility Engineer $135
CADD Operator 2 $115
CADD Operator 1 $95
Surveyor Manager $205
Senior Land Surveyor $195
Senior Surveyor 2 $190
Senior Surveyor 1 $170
Surveyor 2 $150
Surveyor 1 $140
Assistant Surveyor 2 $130
Assistant Surveyor 1 $115
Survey Crew 2-man/1-man $320/$180
Survey Crew 2-man/1-man (Prevailing
Wage) $396/$225
Administrative $96
GEI
Environmental/Permitting
Staff Professional – Grade 1 $ 89
Staff Professional – Grade 2 $ 105
Project Professional – Grade 3 $ 118
Project Professional – Grade 4 $ 143
Senior Professional – Grade 5 $ 164
Senior Professional – Grade 6 $ 188 - $ 205
Senior Professional – Grade 7 $ 243
Senior Consultant – Grade 8 $ 274
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Senior Consultant – Grade 9 $ 279
Senior Principal – Grade 10 $ 279
Senior Drafter and Designer $145
Drafter / Designer and Senior
Technician $118
Field Professional $106
Technician, Word Processor,
Administrative Staff $84
Office Aide $83
Fehr & Peers
Electrical
Principal $240 - $375
Senior Associate $205 - $300
Associate $175 - $225
Senior Engineer/Planner $160 - $215
Engineer/Planner $130 - $175
Senior Engineering Technician $150 - $215
Senior Project Accountant $170 - $190
Senior Project Coordinator $130 - $180
Project Coordinator $120 - $170
Technician $150 - $170
Intern $95 - $140
Crawford
Geotechnical
Principal $200
Senior Project Manager $180
Project Manager $175
Senior Geologist $155
Senior Engineer $155
Project Engineer II $145
Project Engineer I $135
Staff Engineer $115
Drafter $95
Project Assistant $70
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Technician (PW) $110
Technician (Non-PW) $95
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

January 18, 2023
Date: December 28, 2022
TO: Safety and Communities Committee
Chris Ricci, Chair
Rosa Escutia-Braaton, Vice-Chair
Jeremiah Williams, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Bill Sandhu, Director of Public Works
SUBJECT: Approve Increasing Director’s Authority for Contingency of the Rectangular Rapid Flashing Beacon Project
CONTACT: James Ashby, Associate Engineer, [email protected], 209-571-5116 DESCRIPTION:

Consider approving an increase of the Director’s Authority of contingency amount of $74,455 with Gruendel Inc. DBA Ray’s Electric in an amount not to exceed $148,910 and forwarding to Council for approval. (Funding Source: Measure L Road Tax Fund) STRATEGIC PLAN ELEMENT:

The recommended action supports the 2020-2025 City’s Strategic Plan Area of Focus: “Quality of Life Goals and Strategies”; engage partners across the community to ensure the safety, resilience, and attractiveness of Modesto; Goal D: “provide safe, efficient, and reliable infrastructure through proactive community investment, maintenance and sustainability efforts.” BACKGROUND:

The Rectangular Rapid Flashing Beacon (RRFB) Installation Project installs RRFBs at ten school locations throughout the City. RRFBs are pedestrian-actuated conspicuity enhancements used in combination with a pedestrian, school, or trail crossing warning sign to improve safety at uncontrolled, marked crosswalks. The device includes two rectangular shaped yellow indications, each with a Light Emitting Diode (LED)-array-based light source, that flash with high frequency when activated.

The ten chosen locations currently have inoperable in-roadway lighted crosswalks, or no lighted walk at all. In addition, all locations will be solar powered and will include American Disability Act (ADA) upgrades to curb ramps. Below is a list of the locations included in this project:

1. *Mt. Vernon Drive and Cheryl Lane

2. Rumble Road and Bay Lane
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Safety and Communities Committee, January 18, 2023
Approve Increasing Director’s Authority for Contingency of the Rectangular Rapid Flashing Beacon Project

3. Rumble Road and Wales Street

4. College Avenue and Morris Avenue

5. College Avenue and Terminal Avenue

6. Coldwell Avenue and Campus Way

7. Tully Road and Hetch-Hetchy Trail

8. Prescott Road and Hetch-Hetchy Trail

9. Maze Boulevard and Emerald Avenue

10. Teresa Street and Carver Road
*This location was converted to an all way stop, but will have ADA upgrades completed DISCUSSION:

The project was advertised for bids on September 21, 2021. Bids were publicly opened on October 19, 2021, and Gruendel Inc. DBA Ray’s Electric of Oakland, CA was the apparent low bidder. The bid tabulation is attached.

The bid analysis is:

Number of responsive bids received 3
Number of bids within 10% of engineer’s estimate 0
Number of bids below the engineer’s estimate 0
The engineer’s estimate and the bids are considered reasonable whenever any of the bids are within 10% of the engineer’s estimate. Gruendel Inc. DBA Ray’s Electric bid was 23.9% above the engineer’s estimate.

The engineer’s estimate was completed in February of 2021 and the first project within the City installing multiple RRFB locations. City staff was anticipating potential higher costs due to the unknown pricing within the area and increases in material prices due to COVID related delays.

On December 14, 2021, by Resolution 2021-499, Council approved an Agreement with Gruendel Inc. DBA Ray’s Electric of Oakland, CA in the amount of $744,555 for this project.

Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $50,000 for material, equipment, or contractual services to follow the formal bid procedures. An award and agreement for construction for Public Works Department to use Gruendel Inc. DBA Ray’s Electric of Oakland, CA, conforms to the Modesto Municipal Code, 8-

3.203.

The City’s “Change Order Approval Policy”, enacted by Council Resolution No. 94-443 on July 19, 1994, was updated by Resolution No. 2019-326 on July 9, 2019, establishing a contract change order authority of 10% for construction contracts at least $250,000 but less than $1,000,000. While the contingency policy is utilized for each construction contract awarded by the City, it is not written into each contract, nor is it a guaranteed amount included in the final compensation to the contractor. Prior to bidding a project, staff works diligently to ensure that all projects and bid packages contain well-defined scopes of work and that all projects stay within budget.

Additionally, considering the size and complexity of the project, with multiple unknowns, and requirements to comply with the Americans with Disabilities Act (ADA), additional work is needed to address unexpected conditions that require changes in the project scope that may #3..
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Safety and Communities Committee, January 18, 2023
Approve Increasing Director’s Authority for Contingency of the Rectangular Rapid Flashing Beacon Project

exceed the Director’s Authority of 10%. Throughout this project, there have been several unknown unmarked utilities found by the contractor that required significant design changes and extra work in the field. These unknown changes were also affected by and required more work due to requirements to comply with ADA accessibility such as extra sidewalk repair. Necessary unanticipated lighting had also been added to this project for pedestrian safety at crossings in low lighted areas.

Therefore, staff requests approval of increasing the Director’s Authority to approve changes in project scope in the amount from 10% ($74,455) to 20% ($148,910) in an amount not to exceed $148,910.

FISCAL IMPACT:

Funding for the construction, contingency, construction administration, and City staff engineering/design/administration support is budgeted in the current Fiscal Year (FY) 2022- 2023 Capital Improvement Program budget in Account:
101175 – Measure L - Streets CIP Projects - 3300 “Rectangular Rapid Flashing Beacon Installation”
DESIGN BUDGET:

Engineering/Design/Administration Support – City Staff $45,000 ANTICIPATED CONSTRUCTION EXPENDITURES Total
Original Construction Contract $744,555
Construction Contingency (20%) $148,910
Construction Admin City Staff (13%) $106,471
Design Support During Construction (2%) $16,380
TOTAL ANTICIPATED EXPENDITURES: $1,016,316
CEQA/NEPA REQUIREMENTS:

Environmental review has been provided through a Categorical Exemption under CEQA Section 15301, EA/PW 2019-022, filed July 10, 2019.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion approving an increase of the Director’s Authority of contingency amount of $74,455 with Gruendel Inc. DBA Ray’s Electric from 10% ($74,455) to 20% ($148,910) in an amount not to exceed $148,910 and forwarding to Council for approval. #3..
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Safety and Communities Committee, January 18, 2023
Approve Increasing Director’s Authority for Contingency of the Rectangular Rapid Flashing Beacon Project

Approved by:

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

1. Resolution No. 1994-443

2. Resolution No. 2019-326

3. Resolution No. 2021-499

4. 2022-09 Contract
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

January 18, 2023
Date: December 14, 2022
TO: Safety and Communities Committee
Chris Ricci, Chair
Rosa Escutia-Braaton, Vice-Chair
Jeremiah Williams, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Laurie A. Smith, Director of Parks, Recreation & Neighborhoods SUBJECT: Fourth Amendment to Landscape Maintenance Services Agreement CONTACT: Kelly Gallagher, Park Operations Manager, [email protected], 209-342-2270
DESCRIPTION:

Consider approving the Fourth Amendment to the Purchasing Agreement with Grover Landscape Services, Inc. of Modesto, CA for Landscape Maintenance Services to extend the term period for an additional three years and six months and increasing the amount of the Agreement by an amount not to exceed $10,141,509 for the extension period; and forwarding to Council for approval. (Funding Source: General Fund – Parks Operations, Community Facilities District Funds, Joint Powers Authority Tuolumne River Regional Park Fund, Various City and Enterprise Funds)
STRATEGIC PLAN ELEMENT:

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

BACKGROUND:

In Fiscal Year 2015-16, the City Manager authorized the Purchasing Manager to issue formal RFPs for Landscape Maintenance Services of City parks, landscape median walls, City buildings and Community Facilities Districts (CFDs).

On October 25, 2016, by Resolution 2016-436, Council authorized Service Agreement No. 108650 with Grover Landscape Services, Inc. to provide landscape services to parks, right-ofway areas and medians, Community Facilities Districts, and Enterprise fund sites.

On February 5, 2019, by Resolution 2019-46, Council approved the First Amendment increasing the agreement amount with Grover Landscape Services by $1.2M to a new total of $9.58M for #4..
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Safety & Communities Committee, January 18, 2023
Fourth Amendment to Landscape Maintenance Services Agreement

additional service sites, unanticipated and emergency repairs, and extra work.

On May 4, 2021, by Resolution 2021-172, Council approved the Second Amendment increasing the agreement amount with Grover Landscape Services, Inc., Modesto, CA, for landscape services by $3,457,775 from $9,584,472, to a new total amount of $13,042,247, and extending the term of the agreement for one year from October 24, 2021, to October 24, 2022.

On October 4, 2022, by Resolution 2022-407, Council approved the Third Amendment to extend the term period for up to an additional six months and increasing the amount of the Agreement by an amount not to exceed $1,331,868 for the extension period.

DISCUSSION:

The City is in its six-month extension of the current agreement with Grover Landscape Services.

This extension was to provide enough time to research the impact of inflation on related Request For Proposals (RFP) issued by the City and other surrounding jurisdictions. Staff was concerned with the dramatic increase of costs of goods and services and its impact on a new agreement.

The Finance Purchasing staff researched landscape agreements and RFPs from nearby municipalities to compare. There were three recently approved landscape agreements from the City of Elk Grove, City of Lodi, and City of Merced. Per the table below, each agreement saw significant increases; 52%, 22% and 66%, respectively.

No. Previous
Contract
Term Total
Cost
Current
Contract
Term Total Cost Difference %
Increase

1. City of Elk
Grove –
Professional
Landscape
Solutions
Inc.
2/24/16 –
2/28/19
$155,000 City of Elk
Grove –
Professional
Landscape
Solutions
Inc.
2/24/21 –
2/28/26
$325,000 $170,000 52.31%

2. City of Lodi
– Odyssey
Landscaping
Company
Inc.
7/1/18 –
6/30/20
$647,033 City of Lodi
– Odyssey
Landscaping
Company
Inc.
8/1/21 –
6/30/23
$864,457 $190,424 22.03%

3. City of
Merced –
Odyssey
Landscaping
Company
Inc.
7/1/19 –
7/20/21
$172,368 City of
Merced –
EMTS Inc.
7/1/21 –
6/30/23
$502,620 $330,252 65.71%
A recent RFP for landscape services for the City of Los Banos also resulted with significant increases. Their current agreement cost $532,586 annually. The lowest bid received was 57% higher at $840,000 per year. As a result, the City of Los Banos extended their current agreement until a revised RFP could be issued with limited scopes and costs more in-line with their current landscaping budget.

Purchasing agreed that, given the current economic conditions, it was likely that if a request for bids for a new agreement was advertised, the City would receive bid significantly higher than the cost of the current agreement. It was determined that the City would be able to obtain a better price by negotiating directly with Grover Landscaping for a new extension to the existing agreement. Pursuant to Municipal Code section 8-3.204(d), the City is not required to follow the #4..
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Safety & Communities Committee, January 18, 2023
Fourth Amendment to Landscape Maintenance Services Agreement

normal competitive bidding procedures when the Purchasing Manager determines that a different process will result in a procurement for the City at the lowest possible cost commensurate with the desired quality. This extension will be for the remaining term through October 24, 2026.

The Fourth Amendment will extend the agreement for the remaining term of the extension through October 2026. Annual increases will not exceed the Western Urban Consumer Price Index. Price adjustments for fuel increases will be considered and be based on the fuel index by the Energy Information Administration.

Each department will be absorbing the increases in their respective budget for the first year.

Budget increases for subsequent years will be included during the budget process.

FISCAL IMPACT:

Staff requests an increase of $10,141,509 to the Agreement with Grover Landscape Services to a new total not to exceed $24,515,624. Annual increases will not exceed the Western Urban Consumer Price Index. Price adjustments for fuel increases will be considered and be based on the fuel index by the Energy Information Administration. The table below breaks down the cost by year and department.

If approved, each department will absorb their corresponding increases in their budget for the first year. Budget increases for subsequent years will be included during the budget process.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion approving the Fourth Amendment to the Purchasing Agreement with Grover Landscape Services, Inc. of Modesto, CA for Landscaping Maintenance Services to extend the term period for an additional three years and six months and increasing the amount of the Agreement by an amount not to exceed $10,141,509 for the extension period; and forwarding to Council for approval.

Approved by:

Laurie A. Smith, Director of Parks, Recreation &
Neighborhoods
Joseph P. Lopez, City Manager
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Safety & Communities Committee, January 18, 2023
Fourth Amendment to Landscape Maintenance Services Agreement

Attachments:

1. Grover Landscape Services Agreement #108650

2. Grover Landscape Services – First Amendment

3. Grover Landscape Services – Second Amendment

4. Grover Landscape Services – Third Amendment

5. Grover Landscape Services – Fourth Amendment

6. Grover Landscape Services – Exhibit D
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AGREEMENT
This Agreement for landscape services, made and entered into in the City of Modesto, · State of California, this 25th day of October, 2016, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and Grover Landscape Services, Inc., Modesto, CA, hereinafter called CONTRACTOR, The CITY and the CONTRACTOR shall be collectively referred to as the "parties."
W IT NE S S ETH:

WHEREAS, the Modesto City Council adopted Resolution No. 2016-436 authorizing the award of proposal and contract for the furnishing of landscape maintenance services, attached hereto as Exhibit "A" and made a part hereof, and
WHEREAS, the CONTRACTOR provided a responsive and responsible submittal that best meets the CITY needs, attached hereto as Exhibit "B" and made a part hereof, and WHEREAS, the CITY and CONTRACTOR shall enter into a separate agreement for the furnishing of landscape maintenance services as described in RFP No. 1516-25, attached hereto as Exhibit "C" and made a part hereof, and
NOW , THEREFORE, the parties hereto mutually agree as follows:

I. SCOPE OF WORK:
a. CONTRACTOR shall perform services as specified in Exhibit "C", and in strict accordance with the conditions of this Agreement, including any exhibits attached hereto.
b. CONTRACTOR shall do and perform the work contemplated hereby in a good and workmanlike manner under the direction of and to the satisfaction of the City Representative.
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c. CONTRACTOR will perform its duties under this Agreement in accordance with the standard(s) of care prevailing in its industry .. d. CONTRACTOR shall maintain proper insurance with the CITY for the duration of the contract.
e. CONTRACTOR shall maintain a CITY business license for the duration of the contract.
f. CONTRACTOR will pay prevailing wages and keep certified payroll for the duration of the contract, and maintain the certified payroll records for three (3) years after completion of the contract
g. CONTRACTOR shall furnish the work for the estimated annual contracted amount of: $1,670,589.84.

SITE NO.
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P-001
P-002
P-003
P-004
P-005
P-006
P-007
P-008
P-009
P-010
P-011
P-012
P-013
P-014
P-015
P-016
P-017
P-018
P-019
Contractor's Bid

PARK NAME
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Ashbv
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Chabot Comt
Chavez
Chrysler 99
Chrysler
Coleman F. Brown
Creekwood
Davis
Downev & Annex
E. La Loma
Eisenhut
Elk
Everett
Fairwav Soccer
Desired Service
Acreage Level
-;,.,_;,: :,,_: .. ,
.
-
.·::•i, �>;,,:->
t,f_,,;;)f.'-'- -,· ,_.;·, '-· . .-:-,i.\/-:";.;·, ·,: ··,'i,:.S!;. <. \/:'i;;,-/,i •'lf•.'<f .

0.50 5.14

0.76 11.43

20.00 0.70

0.10 6.03

6.13 6.64

5.23 5.00

17.50 . 21.00

16.20 5.37

1.15 4.57

7.22 2
$254.07
$933.75
$227.09
$2,036.58
$3,522.23
$209. 16
$50.81
$1,007.88
$1.113.59
$1,206.24
$993.64
$1.001.74
$2,766.59
$3,704.17
$2,839.06
$975.53
$206.93
$830.20
$1,206.78
#4..
- 92 -
P-020 Floyd #2 (Brewer Rose)
P-021 Garrison
P-022 Gateway Village (City Gate)
P-023 Graceada
P-024 Grogan Community(Soccer)
P-025 Hetch-Hetchy Bike Path
P-026 John Muir
P-027 Kewin
P-028 Lakewood
P-029 Mark Twain
P-030 McKinnev Colonv
P-031 Mellis
P-032 MID Lateral #2
P-033 Mildred Perkins
P-034 Monterosso
p,035 Moran
P-036 Muncy
P-037 Orchard
P-038 George Rogers
P-039 Patricia Lane
P-040 Pierre
P-041 Pike
P-042 Ralston Tower
P-043 Revard
P-044 Riverside
P-045 Robe11son Road
P-046 Roosevelt
P-047 Rose
P-048 Sharp
P-049 Sherwood
P-050 Sipherd
P-051 Sonoma
P-052 Stockard Coffee
P-053 Sutter
P-054 Sylvan
P-055 T.B. Scott
P-057 Thurman Soccer
P-058 Virginia Corridor Phase 2
P-059 Virginia Corridor Phase 3
P-060 Virginia Corridor Phase 4
P-061 Virginia Corridor Phase 5
P-062 Virginia Corridor Phase 6
P-063 Whitmore
P-064 Woodrow
. -__ ·-.-. ·-- . ·'
-
. _- ,'-. . '. ... _,_ . >.: _.,
_., ',
_
_ '
' .
3 .
·•
...
.
.. · .. .

9. 16

6.21 1.20

8.96 39.00

33.00 2.94

8.80 4.98

7.58 5.30

9.21 1.78

6. 12

0.38 2.77

3.40 11.00

3.27 0.27

0.54 6.23

0.75 3.59

12.00 6.74

8.54 4.56

5.93 6.21

5.36 4.99

4.72 3.82

5.22 2.6

4.19 7.94

1.12 5.06

1.52 3.91

5.33 4.93
$1,930.07
$98 I. 74
$358.57
$1,612.22
$4,570.02
$692.88
$878.49
$1,542.20
$868.74
$1,486.4 I
$953,66
$1,539.40
$356.62
$1,101.20
$329.27
$485.44
$617.65
$1,940.28
$573.07
$137.20
$274.40
$984.91
$224.11
$626.26
$2,404.17
$1,126.55
$1,350.10
$804.33
$1,162.85
$1,083.3 I
$935.03
$870.48
$831.25
$666.38
$919.30
$455.65
$700.33
$326.96
$1,595.89
$513.80
$1,401.27
$2,335.45
$842.62
$779.39
• .
.
..
#4..
- 93 -
Planters
Turf Sq. Sq. Desired Service
SITE NO. PARK.NAME Footage Footage Level
ROW-001 Bluegum EB, Poust to Rosemore
Wall 7,539 $135.47
ROW-002 Bluegum EB, Morse to Poust Wall 2,445 $43.94
ROW-003 Bluegum WE, Poust to Morse Wall 1,350 $24.26
ROW-004 Bluegum Medians (3) 5,390 $96.86
ROW-005 Briggsmore Sunrise Av I 0,500 $188.68
ROW-006 FoodMax Planter 12,000 $82.32
ROW-007. Krispy Creme Planter 43,275 $777.63
ROW-008 Winning Street Closure 135 $8.00
ROW-009 Bronson Street Closure 900 $8.00
ROW-010 Carlton Street Closure 180 $8.00
ROW-011 Briggsmore Fence/Wall 39,300 $706.20
ROW-012 Calle De Rosa Street Closure 330 $8.00
ROW-013 Elmhurst Street Closure 1,296 $8.00
ROW-014 Carpenter/Houser Wall 2,155 $38.72
ROW-015 Carpenter/Ehn Wall 1,010 $18.15
ROW-016 Carpenter Rd Medians 6,778 $121.80
ROW-017 Claus NB Orangeburg to Parker 8,725 $175 .00
ROW-018 Claus Rd/Yosemite Wall 14,240 $497.97
ROW-019 Cummins Dr at Carpenter 192 $3.45
ROW-020 Cummins Dr at Bluegum 1,929 $34.66
ROW-021 Hatch EB 75,891 $1,363.72
ROW-022 Hatch WB 31,890 $573.05
ROW-023 I Street Medians 4000 $71.88
ROW-024 I Street E/side 950 $17.07
ROW-025 I Street W /side 950 $17.07
ROW-026 Kansas Wall 3245 $58.31
ROW-027 Lakewood SB, Orangeburg to
Middleborro 1500 $26.95
ROW-028 Lakewood Wall 1325 $23.81
ROW-029 Lincoln Wall, north 1905 $34.23
ROW-030 Lincoln Wall, south 3715 $66.76
ROW-031 Morse Wall 8ft. Sidewalk 49940 $897.39
ROW-032 Muriel Street Closure 96 $8.00
ROW-033 Oakdale Wall 6300 $113.21
ROW-034 Paradise Wall 13000 $233.60
ROW-035 Parker/Boyette Wall 4000 $71.88
ROW-036 Prescott/Vernon Wall 9345 $167.92
ROW-037 Prescott Wall 7580 $136.21
ROW-038 Sandburg Street Closure 58 $8.00
ROW-039 Scenic/Brighton Wall 225 $4.04
ROW-040 Scenic Wall 16000 $287.51
4 #4..
- 94 -
ROW-041
ROW-042
.

ROW-043
ROW-044
ROW-045
ROW-046
ROW-047
ROW-048
ROW-049
ROW-050
ROW-051
ROW-052
RQW-053
ROW-054
ROW-055
ROW-056
ROW-057
ROW-058
ROW-059
ROW-060
ROW-061
ROW-062
ROW-063
ROW-064
:,,/tt:, .... ··
TRRP-01
TRRP-02
TRRP-03
TRRP-04
TRRP-05
'.';!fr'):;,:,.:

CFD-001
CFD-002
CFD-003
CFD-004
CFD-005
CFD-006
CFD-007
CFD-008
CFD-009
Scenic WB, Springcreek to
Cedarbrook
Sisk - Target Ctr. (Ethan Allen)
Median
Sisk- Target Ctr. (Ethan Allen) Wall
Standiford Medians -Dale to Prescott
Standiford - Landscaped Medians (3)
Standiford Av, WB
Sylvan Av, EB
Svlvan Av, WB
Tennyson Street Closure
Whitmore WB
Briggsmore & Rose
Senior Citizen Center
Scenic Bend
El Rio Median
La Loma Roundabout
Santa Barbara Point
Sunrise and Bodem Point
La Loma Point
Needham/ L / 14th
Needham & 13th
Needham & 14th
Needham& K
Paradise & Tuolumne
3'd & Washington NEAT
', __ - . ,_. '::: .
:.�' •. -::·:�_-·._;_, ), -,'.,,-:'�- <: : . .;,:,; •·,::"-:_,:,::1 Bellenita Park
Legion Park
Legion Hall
Mancini Park
Tuolumne Regional Park
.. : .
.
·
. ........ f.".i'' - ,_ -
·.·•. , .. ,-.

Twin Ponds - South Basin
Twin Ponds - N011h Basin
Pelandale to Snyder Redwood Planter
Pelandale to Snyder Landscape Wall
Pelandale Wall, North Point to
Prescot
Carver/Bangs
Carver/Bangs
Carver/Bangs
Pelandale-Snyder/Carver Bangs
1,285 $23.09
4,555 $81.85
12,352 $221.96
540 $9.70
40,200 $722.37
1465.00 $26.33
15,893 $285.59
11,090 $199.28
425 $8.00
5,272 $94.73
11,300 $203.05
1,922 8,563 $763 .03
13,000 $233.60
5,000 $89.85
5,531 $99.39
11,750 0 $137.07
22,801 $271.12
. 8,400 $97.99
2,100 705 $310.84
360 $39.89
450 $49.87
2,925 785 $411.12
2,611 $30.46
1,220 $14.23
·1?, ::_>-: ,-, .. :' ,: �:.:, ,--_,, Cc·-_ ','· i· .. .: ·•···�/ . 154,276 $591.97
339,768 $694.90
4,700 3,900 $35 .18
478,100 1,710 $1,962.63
544,500 29,266 $2,346.95
.
•• ·.•):"{'·, .• , ::.· .. ·,;_; •.·. ,<.: '"'•};.· '; . .
... ,, .... ·+:;;;
6,300 $111.63
35,170 $623.16
2,640 $46,78
6,457 $114.41
2,905 $51.47
14 256 21,106 $626.56
125 2,795 $51.74
21,762 $385.59
2,550 $45.18
5 #4..
- 95 -
CFD-010 Pelandale-Snyder/Carver Bangs 5,685 $100.73
CFD-011 Chateau Provence 24,705 21,035 $810.44
CFD-012 Costco Medians 8,440 $149.54
CFD-013 Chapman Medians 2,240
$39.69
CFD-014 Ustach Basin 318,820 32,615
$2,099.04
CFD-015 Ustach Park 323,026 48,545 $2,219.31
CFD-016 Wild Flower 12,054 19,320 $825.80
CFD-017 Symphony Park 10,920 18,000 $595.03
CFD-018 Silverado 30,190 24,297 $1,121.08
CFD-019 Fairmont Point II 28,300 24,276 $1,081.76
CFD-020 Atherton Place 37,620 27,834 $1,175.20
CFD-021 Vill
age Highlands 4-5 16,100 23,620
$
7 13.16
CFD-022 Village Highlands 6 (Roundabout) 70 $5.00
CFD-023 Village Highlands 6 2,954 42,200 $595.
61 CFD-024 Windmere (2-Roundabouts, 1-
Median) 24,500 12,036
$481.93
CFD-025 Fernwood 2,3 9,800 14,700
$
5 0
4 .09
CFD-026 Legends 9,800 10,500 $267.77
CFD-027 Legends (Roundabout) Incl. $0.00
CFD-028 Millbrook 1,200 13,900 $296.14
CFD-029 Lawsons Twenty 6,090 9,420
$304.18
CFD-030 Legends Village 4-5 6,500 6,750 $174.78
CFD-031 Olympic Park 4 2,500 3,400 $115.71
CFD-032 Davante Villas plus Roundabout 14,925 23,025 $7

44.27 CFD-033 Davante Villas 7,500 $147.09
CFD-034 Charleston Place (Center Court) 22,000
$431.46
CFD-035 Roselle Median Strip (Center Ct.) 7,900 13,500
$419.69
CFD-036 Renaissance 100 $5.00
CFD-037 Bellhabour Streetscape V-1 3,500 2,300 $113.75
CFD-038 Fine Ave. Streetscape V-1 8,700 5,000 $281.88
CFD-039 Sienna (Sequoia Estates) 6,000 6,000
$235
.34
CFD-040 Palisases (Sierra View) 6,000 3,600 $188.27
CFD-041 Nottingham (Bradley Estates) 6,000 3,600 $188.27 CFD-042 Adriana 4,000 2,000 $79.14
CFD-043 SSP, Lot 400 $10.00
CFD-044 2500 Sylvan/Terrazo 4,300 5,300 $197.52
CFD-045 Bellharbour & Addition 6,700 3,900 $207.89
CFD-046 Brooks Landing
- Turf Strip 1,200 $23.53
CFD-047 Burkshire Estates/Burkshire II 1,200 9,000 $200.04 CFD-048 Caden 8,500 $223.73
CFD-049 Cambrooke Estates 2,500 $5 I .44
CFD-050 Central Basin-Merle LIS Wall 1,400 2,265 $71.88 CFD-051 Dermond 15,000 11,700 $523.64
CFD-052 Enochs Medians/Overpass 35,000 $628.41
CFD-053 Falling Leaf 5,700 2,600 $109.48
6 #4..
- 96 -
CFD-054 Floyd Shrubs .. ·-··
CFD-05.5 Floyd/Fine Streetscape 27,000
CFD-056 Floyd I Fine to Roselle 51,325
CFD-057 Floyd from Roselle to Oakdale 36,000
CFD-058 Freedom Park 211,000
CFD-059 Graham Estates 3,500
CFD-060 Hillglen/Caden 18,000
CFD-061 La Force 42,575
CFD-062 Lincoln Oak Streetscape 17,000
CFD-063 Merle Addition 1,500
CFD-064 Merle Roundabout
CFD-065 Orchard Park 6,000
CFD-066 Pinnacles Sunrise Subdivision 17,500
CFD-067 Roselle Lawn/Floyd/Roundabout 35,000
CFD-068 Roselle/Kodiak/Lincoln Oak 23000
CFD-069 Sanders Park 202,800
CFD-070 Sharon Extension 2,200
CFD-071 Temescal 11,200
CFD-072 Thomas Terrace Wall/LS 450
CFD-073 Hatch Wall & Rancho Encantado
CFD-074 Rancho Encantado Bike Path 15,000
CFD-075 Fairview Park 167,223
CFD-076 Coffee Claratina Park 260203
CFD-077 Claratina/Lifescape Wall
CFD-078 Enterprise Business Park/Wall

1.>:.:\t'i? 'Ji . :./.··•, •:. .·.·. '·:,::/t}': h .,,.,:•\F'•:;;/':

DC-001 Claus Wall
DC-002 Creekwood Wall - Yosemite
DC-003 Creekwood Wall - Claus
DC-004 Creekwood Medians
DC-005 Claus Rd Overpass at Creekwood
DC-006 Claus Rd Wall
DC-007 Yosemite Wall
DC-008 756 Codington (Shrub Area) Wall
:•\>' c. :, " :.:\x · .. .... :., ,;. \i''·· .. { :': ·C:'\<• .. i .:, TS-001 Transportation Center
TS-002 Amtrack Station 2700
42,000 $554.01
- 25,500 $692.51
65,980 $1,704.43
73,375 $2,608.62
16,051 $1,587.75
$92.12
$473.78
22,100 $1,859.44
9,500 $593.97
$29.42
300 $ 10.00
3,400 $247.42
17000 $619.44
18,000 $951.60
28,000 $1,143.10
58,400 $1,791.72
$45.27
4,000 $340.69
1,225 $75.00
38,500 $643.70
37000 $962.05
15,000 $1,088.38
50,558 $2,087.73
112 $50.00
?.875 $
]� .,.
.. ?;, •.••.. , ... ,
2,850 $89.82
15,800 $497.97
17,224 $542.85
1,575 $49.64
17,230 $543.04
38,046 $1,199.09
360 $11.35
444 $13.99
,:f/).•i)',( :' i!}cf :;>Z:"0:
18,399 $918.78
19,000 $892. 19
"t[/ii:: > . ' . :• . ·- -:' .'. .. ··· "''' ·:,, .. ·.Co' :": ·,;s,, . ,, .,.',:,,, , ..... : ., \,-,, ,,J•· ... ·,.

PD-001
PD-002
PD-003
. ::, .. · .'i
LOT-001
LOT-002
LOT-003
Old Police Department Parking Lot
New PD Parking Lot
New PD Planters
'
. . . •·
Centre Plaza Surface Lot
Library Parkin� Lot
McDonalds Parking Lot
' ·_ : }:>• ·: · .
7 400 $]9.97,
800 $39.95
3,839 $191.70
.. ' . ·• . : ·: ... · •··: :.+ ·· c': .. ,, ' ",-' ., , .. 895 3,121 $200.54
2,857 $142.67
3,239 $161.74
#4..
- 97 -
LOT-004
LOT-005
LOT-006
9 th & I Parking Lot
Centre Plaza Parking Lot
10th & H St. lot
------1
-
-
338 $16.88
925 $46.19
1,041 $51.98
. ,.,, ,,.,.,.,, ;>''( .'· .. . : ,,,, . ; . ·, ' ., '. . ' .... •. . . _ :,. _ :;' . ' --.
. ·'·. :ci:. ,;- . .· . ..
- ·, ·:; .
. �-::,-,-_;-,::::

G-001
G-002
11th St. Garage
9 th St. Garage
'.',(/'.]/·,·.,,,., ;-.-. -.... .:-,._·. '. - :
.
-.-.:: __ -. . _-
·
,
::·,:: ;..,;,
-
:•.
· . :.-
.
·
.
"
:
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:
_:. ·_
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. . ·.- '· >· .-_ . •., ·'-. ."--,,,,
P-079 Gallo Memorial Park (McClatchy
Square)
LOT-012 McHenry Museum
LOT-012 McHenry Mansion
BS-001 McClure Country Place
364 $18.18
4,200 $209.73
: ..
.. _-_ _ ·::
3,820 2,861 $845.76
3,000 2,340 $129.04
10,300 8,800 $461.54
20,000 15,000 $161.44
I ' .< ,., . ,.,,;;·',''' -
, ·:_,;= ;:.·': ....
·
.·
: ... ... . . ·
. '. , _·•.· _ .:;, -., - -;\<<; = ·-'-: ,_ -. r_
\:.:;:

SR-076 Kansas Overpass
SR-077 Bowen Roundabouts .

SR-078 Briggsmore Overpass NW
SR-079 Briggsmore Overpass SW
SR-080 Briggsmore Orangeburg SE
SR-081 Encina Medians
Total Monthlv Cost
Total Annnal Cost
5-Year Total Cost
Faithful Performance Bond Annual
Cost
-W'tJ1r;n• Pa ment Bond Annual Cost
.·•.NNffeir';,,,. .�?r·J}f
,
1 ;�.1·:..

Irri11:ation Reoairs Hourly Rate
Miscellaneous Work Assignments
Hourlv Rate

2. CITY REPRESENTATIVE;
The CITY Representative for this project is:
31,000 $1,113.75
600 $ I 5.78
10,000 $359.27
6800 $244.31
8,000 $287.42
1,000 $19.97
$139,215.82
$1,670,589.84
$8,352,949.20
$2,550.00
<1''1 (;:Cf\(\(\
. .. ,.. ' ';
!
ti',�,){ , .. ·',;:.,.fY';Ii'i''T ',': , . ' ,, .·.·::.: _.'. ti
$60.00
$60.00
Kelly Gallagher Ph: (209) 342-2270
The City Representative is not authorized to commit the CITY to changes in specifications, requirements, or scope of work, changes in price(s), period of performance or delivery date(s) or 8 #4..
- 98 -
method of shipment. Changes of a contractual or business nature shall be effected only by written . change to the contract, issued by the City of Modesto, Purchasing Division.

3. TERM OF CONTRACT:

The term of the contract shall be for a period of five (5) years.

Initial Term: Notice to proceed through October 24, 2019 Year 4: October 25, 2019 through October 24, 2020
Year 5: October 25, 2020 through October 24, 2021
Pricing shall remain firm for the first three (3) years of the contract.

Pricing shall be negotiated on a year-by year basis, starting in the fourth year of the contract, sixty (60) days prior to the contract annual anniversary date, and shall be negotiated through the Purchasing Division.

The parties agree that the CITY shall have the sole and exclusive right to renegotiate the contract for an additional five (5) year period. At least three hundred and sixtyfive (365) days prior to the expiration date of the initial contract term, the CITY shall give written notice to the CONTRACTOR to begin negotiating a possible five (5) year extension, under new terms and provisions, or shall advise the CONTRACTOR that services shall be terminated at the expiration date of the initial contract term. In the event CITY provides no such notice to the CONTRACTOR, the parties agree that the initial contract shall terminate on October 24, 2021.

4. GENERAL INFORMATION: The CONTRACTOR shall furnish the CITY within fifteen (15) days after approval of the contract, a work schedule showing the proposed dates and time of work for the locations.

The CONTRACTOR shall accomplish all of the work at the minimum standards 9 #4..
- 99 -
as defined in Exhibit C. Turf and plant material shall be maintained in a healthy, well-groomed condition, and all areas shall be kept weed and debris free to the degree that the service levels permit. Turf maintenance shall consist of mowing, trimming, aerating, fertilizing, pest control and any other procedures consistent with good horticultural practices, to ensure normal, vigorous, aesthetically pleasing and healthy growth of turf areas.

The CITY may, at its discretion, advise the CONTRACTOR to increase or decrease service levels or locations. Any adjustments shall be made by written change order to the scope of work, and shall include adjustments to the contractual price and schedules based on the negotiated price.

5. EQUIPMENT: Beginning on the effective date of the contract, the CONTRACTOR shall provide, at their expense, all necessary equipment to perform all tasks required in the contract.

If at any time after the first year of the term of the contract, and prior to the expiration of the contract, or any extension thereof, or if the contract is terminated by either party, pursuant to the rights of termination, the CITY shall have the right, but not the duty, to purchase from the CONTRACTOR, any of the equipment owned by the CONTRACTOR that is used to service the contract. The CITY's purchase price for any of said equipment shall be at the equipment's fair market value on the date of the notice oftennination.

The CONTRACTOR shall, at all times, furnish and maintain equipment necessary to perform all of the work under any resulting contract. If the equipment breaks down, the CONTRACTOR shall be responsible to complete the work within twenty-four (24) hours. If the CONTRACTOR is unable to complete the work within that time period, the CITY shall deduct the applicable portions, pro-rata, from the payment to the CONTRACTOR. 10 #4..
- 100 -

6. MATERIALS AND EQUIPMENT: Material�shalLinclude, but are not limited to the following:

A. All necessary gas, oil and parts for all equipment.

B. All necessary fe1tilizers and pesticides.

C. All necessary horticultural supplies and plant materials.

D. All necessary irrigation repair parts and components.

E. All required licenses and certificates.

7. WORK SCHEDULE: The CONTRACTOR shall schedule landscape maintenance Monday through Friday, from the hours of 7:00 AM. to 4:00 P.M., excluding all major holidays.

Deviation from this schedule shall not be permitted without the written permission of the Technical Liaison or his designated representative. The CONTRACTOR' s activities shall in no case interfere with recreational programs, organized leagues, or other CITY sanctioned activities.

From time to time, the CITY may conduct improvement projects, maintenance and repairs, or other construction, at sites described in this proposal. The CONTRACTOR shall cooperate with the CITY, or its agents, while said work is underway.

8. WORKMANSHIP AND QUALITY: All work shall be performed by experienced landscape and gardening professionals, directly employed and supervised by the CONTRACTOR. The CONTRACTOR shall provide management and technical supervision through a qualified and competent foreman, as required to implement modern methods and newly developed hmticultural procedures.

The CONTRACTOR shall be responsible for the skills, methods and actions of all of their employees and for all of the work done by the CONTRACTOR's personnel. The 1 1
#4..
- 101 -
CONTRACTOR shall work directly __ with the CITY's Technical Liaison in determining the quality of the work being performed. The CONTRACTOR shall give personal supervision to the work performed and shall be available for consultation with the Technical Liaison or his designated representative.

9. REPORTING PROBLEMS: The CONTRACTOR shall be a CITY a primary contact with park users and neighbors, and as such, the CONTRACTOR shall make every effort to CITY respond to the users and neighbors in a professional and attentive manner. When a park user or neighbor brings an issue to the CONTRACTOR that is not part of the CONTRACTOR's formal responsibility, the CONTRACTOR shall inform the Technical Liaison of the issue in a timely manner.

10. REPORTING WORK: The CONTRACTOR's Manager shall meet with the Technical Liaison on a monthly basis, and at other times that may be required by the Technical Liaison, to review the CONTRACTOR's performance of the contract, and to discuss any problems or matters as determined by the Technical Liaison. Additionally, the CONTRACTOR, or their designated representative, shall meet on a weekly basis with the Technical Liaison, to review landscape conditions and park use schedules, to ensure that public use of the parks is not interfered with.

11. CORRECTIVE WORK: The CONTRACTOR shall perform the work described herein, under the direction and satisfaction of the Technical Liaison, or his designated representative. The Technical Liaison or his designated representative, may make inspections of the work at any time, and request the CONTRACTOR make corrections to any work that does not meet the standards outlined in this RFP. If corrective work is required, the CITY shall provide the CONTRACTOR with a written list of items that need correcting, and the CONTRACTOR shall 12 #4..
- 102 -
make the necessary corrections within forty-eight ( 48) hours. If the corrections are not made, the CITY shall deduct those applicable portions, pro-rata, from the CONTRACTOR's payment. repeated failures to provide services at the standards stated in these specifications, or failure to respond to requests for corrective work, may result in the termination of the contract.

12. CONTRACTOR MARKUP: The CONTRACTOR may apply a markup of tenpercent (10%) on all parts, components or materials used in the furnishing of services and repairs.

The markup shall be applied to the CONTRACTOR's landed cost, plus sales tax on the landed cost less any earned discounts. The CONTRACTOR shall provide the CITY with a copy of all supplier invoices upon request.

13. RECORDS: The CONTRACTOR shall prepare a weekly maintenance repmi outlining the work to be performed for that week, and submit the report to the Technical Liaison.

In addition to this report, the CONTRACTOR shall submit a report to the Technical Liaison of all approved "extra work" to be done that week, listing the description of the work, including laborhours, equipment and material cost breakdowns used to accomplish the work performed. Except for emergencies acknowledged in writing by the Technical Liaison, payment for "extra work" shall not be authorized unless the Technical Liaison thereof, first approves the additional work, and costs.

The CONTRACTOR shall, within thirty (30) days from the "Notice to Proceed" date of the contract, prepare and submit a written annual maintenance schedule to the Technical Liaison.

This maintenance calendar shall clearly indicate all of the major maintenance tasks required in the contract, including the weeks of the year the tasks are scheduled to be performed. This calendar shall be prepared in coordination with all public reservations and special events. 13 #4..
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14. EMERGENCY SERVICES: The CONTRACTOR shall provide the Technical Liaison with the names, telephone numbers and pager numbers of the Superintendent and two (2) qualified employees who have twenty-four (24) hour communication availability. CITY representatives may contact these employees when emergency maintenance conditions occur during hours when the CONTRACTOR's normal work force is not present.

15. CONTRACTOR'S EMPLOYEES: The CONTRACTOR shall employ sufficient, properly trained personnel, to perform all of the work outlined in RFP 1516-25. This shall include ISA certified Arborist, Licensed Pest Control Advisor, Certified Pest Control Applicators and Maxicom Level II System Operator. The CONTRACTOR's employees assigned to this contract shall be well groomed and dressed in a uniform that clearly identifies the employee's name and company. The CONTRACTOR shall provide sufficient supervisory personnel that can represent the CONTRACTOR at all times.

The CONTRACTOR's equipment shall also be easily identified as such.

16. STAFFING REQUIREMENTS:

A. CONTRACTOR shall provide, at all times, adequate and expert managerial and administrative supervision for its employees in the service area. CONTRACTOR agrees that all persons working for or on behalf of CONTRACTOR whose duties bring them upon the premises shall obey the rules and regulations that are established by the CITY and shall comply with the reasonable directions of its officers.

B. CONTRACTOR shall provide sufficient back-up in times of staff shortages due to vacations.

17. CONTRACTOR'S UNSATISFACTORY EMPLOYEES: Ifat any timethe CITY determines that any person employed by the CONTRACTOR providing maintenance 14 #4..
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services under the contract requires corrective action, the CITY shall notify the CONTRACTOR who shall take immediate corrective action. The CONTRACTOR shall be solely responsible for the hiring, supervising, training, disciplinary actions and termination of their employees.

If any person employed by the CONTRACTOR fails or refuses to carry out the direction of the Technical Liaison, or appears to be incompetent, or acts in a disorderly or improper manner, that person shall be discharged immediately from the project on the request of the Technical Liaison or Purchasing Manager, and such person shall not again work on any CITY project.

18. CONTRACTOR EMPLOYEE UNIFORMS: All employees of the CONTRACTOR shall wear uniform-style shirts bearing the CONTRACTOR's business name while performing contracted services on CITY sites. Upon award of a contract, the CONTRACTOR shall furnish a list of their employees to the CITY Technical Liaison.

19. PARKS OUT OF OPERATION: In the event that any park is unusable for any reason, including acts of nature or vandalism, the Technical Liaison may declare, for purposes of maintenance, that an emergency condition exists and that the park(s) is out of operation. The Technical Liaison and CONTRACTOR shall then jointly determine what changes in the normal level of maintenance, if any, may be necessary,.including additional or reduction of hours oflabor and/or materials. The normal consideration shall be paid to the CONTRACTOR under the terms of the contract on a pro-rata basis, determined by the CITY, during the period of such emergency.

A decrease in consideration shall be calculated on the basis of value of labor and materials, which the CONTRACTOR does not have to expend as a result of an emergency condition.

20. AMENDMENTS: Both parties to this Agreement understand that it may become desirable or necessary during the execution of this Agreement, for CITY or CONTRACTOR to 15 #4..
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modify the scope of services provided for under this Agreement. Any material extension or change in the scope of work shall be discµssed with CITY and the change and cost shall be memorialized in a written amendment to the original contract prior to the performance of the additional work.

Until a written amendment is so executed, CITY will not be responsible to pay any charges CONTRACTOR may incur in performing such additional services, and CONTRACTOR shall not be required to perform any such additional services.

21. INDEPENDENT CONTRACTOR: All acts of CONTRACTOR, its agents, officers, and employees and all others acting on behalf of CONTRACTOR relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers, or employees of CITY. CONTRACTOR, by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of CITY. CONTRACTOR has no authority or responsibility to exercise any rights or power vested in the CITY. No agent, officer, or employee of the CITY is to be considered an employee of CONTRACTOR. It is understood by both CONTRACTOR and CITY that this Agreement shall not under any circumstances be construed or considered to create an employeremployee relationship or a joint venture.

CONTRACTOR, its agents, officers and employees are and, at all times during The terms of this Agreement, shall represent and conduct themselves as independent contractors and not as employees of CITY.

CONTRACTOR shall determine the method, details and means of performing the work and services to be provided by CONTRACTOR under this Agreement. CONTRACTOR shall be responsible to CITY only for the requirements and results specified in this Agreement, and, except as expressly provided in this Agreement, shall not be subjected to CITY's control with respect to the physical action or activities of the CONTRACTOR in fulfillment of this Agreement. 16 #4..
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CONTRACTOR has control over the manner and means of performing the services under this Agreement. CONTRACTOR is permitted to provide services to others during the same period service is provided to CITY under this Agreement. If necessary, CONTRACTOR has the responsibility for employing other persons or firms to assist CONTRACTOR in fulfilling the terms and obligations under this Agreement.

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

It is understood and agreed that as an independent contractor and not an employee of CITY neither the CONTRACTOR nor CONTRACTOR's assigned personnel shall have any entitlement as a CITY employee, right to act on behalf of the CITY in any capacity whatsoever as an agent, or to bind the CITY to any obligation whatsoever.

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

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

22. REPORTING/REPAIRING VANDALISM: When the Contractor finds landscape vandalism, the CONTRACTOR shall immediately notify the Technical Liaison and the Technical Liaison shall either instruct the CONTRACTOR to do repairs or reserve repairs for CITY 17 #4..
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CITY staff.

23. LIABILITY INSURANCE:

CONTRACTOR shall provide at its own expense and maintain at all times the following insurance with insurance companies currently licensed in the State of California and shall provide evidence of such insurance to the CITY as may be required by the Risk Manager of the CITY. The policies or certificates thereof shall provide that, 30 calendar days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the CITY by certified mail, return receipt requested, for all of the following stated insurance policies. (a) Worker's Compensation Insurance - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000. (b) General Liability Insurance - a minimum limit of liability per occurrence of$1,000,000 for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. This insurance shall indicate on the certificate of insurance the following coverages and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent CONTRACTORs and subcontractors; products and completed operations as applicable.
(c) Automobile Liability Insurance - a minimum limit of liability per occurrence of$1,000,000 for bodily injury and property damage. This insurance shall cover any automobile for bodily injury and property damage.

If at any time any of said insurance policies are unsatisfactory to the CITY, as to form or substance, or if an insurance company issuing such policy is unsatisfactory to the CITY, the 18 #4..
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CONTRACTOR shall promptly obtain a new policy, submit the same to the Risk Manager for approval and submit a certificate thereof as herein required. Upon failure ofthe CONTRACTOR to furnish, deliver or maintain such insurance and certificates. as herein required, this Contract, at the election of the CITY, may be forthwith declared suspended, or terminated. Failure of the CONTRACTOR to obtain and/or maintain any required insurance shall not relieve the CONTRACTOR from any liability under this Contract, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the CONTRACTOR concerningindemnification. The CITY, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Worker's Compensation. The Worker's Compensation insurer shall agree to waive all rights of subrogation against the CITY, its agents, officers, employees, and volunteers for losses arising from work performed by CONTRACTOR for the CITY. The CONTRACTOR'S insurance policy(ies) shall include a provision that the coverage is primary as respects the CITY; shall include no special limitations to coverage provided to additional insured; and, shall be placed with insurer(s) with acceptable Best's rating of A:VII or with approval of the CITY Risk Manager. The CONTRACTOR must deliver certificates evidencing existence of the insurance listed above to the CITY Clerk at the time the Contract is signed.

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

For any claims related to this project, the CONTRACTOR'S insurance coverage shall 19 #4..
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be primary insurance as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the CONTRACTOR'S insurance and shall not contribute with it.

24. INDEMNITY:

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

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

In the indemnity clause contained herein, CONTRACTOR agrees to defend, indemnify and hold CITY harmless from the negligence of its employees, among other risks. With reference to the foregoing, the parties agree that all risk of loss, including but not limited to damages, property losses and defense of third patty suits, arising out of or relating to the operation of CITY owned vehicles by CONTRACTOR's employees is apportioned to CONTRACTOR in accordance with the provisions contained herein.
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25. BONDS.

The CONTRACTOR shall furnish CITY the following separate surety bonds:
a. Faithful Performance Bond. Within ten (10) days of the execution of this Contract and prior to commencement of work, the CONTRACTOR shall furnish a separate surety bond in an amount of$8,352,935, and shall be for the faithful performance of the contract, shall be approved by CITY, and shall be secured from a surety or sureties satisfactory to CITY. b. Payment Bond. Within ten (I 0) days of the execution of this Contract and prior to commencement of work, the CONTRACTOR shall furnish a separate surety bond in an amount of $8,352,935, as security for the payment of all persons for furnishing materials, provisions, or other supplies, or items, used in, upon, for, or about the performance of the work contracted to be done; or for performing any work or labor thereon of any kind, and for the payment of amounts due under the Unemployment Insurance Code with respect to such work or labor in connection with this Contract, and for the payment of a reasonable attorney's fee to be fixed by the court in case suit is brought upon the bond.

The CONTRACTOR shall only be obligated for the cost of the bonds contained in the bid, which contemplated lower value bonds. The CITY has exercised its discretion, as provided in Section 2.7 of the General Terms and Conditions of the Request for Proposal, and CONTRACTOR agrees, that CONTRACTOR will obtain both bonds for the full value of the contract. CITY will pay the difference related to the costs of the Faithful Performance and Payment Bonds required herein and the cost of the bonds contained in the bid, attached hereto as Exhibit B.

26. PREVAILING WAGES: The payment of prevailing wages is required for maintenance under this contract and all provisions of Section 7.04 of the General Provisions contained within the CITY standards' shall apply ..
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CALIFORNIA LABOR CODE SECTION 1771.1 (a)
1771.1. (a) A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.

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

28. PAYMENT:

The CONTRACTOR shall invoice the CITY monthly in arrears. All invoices shall be paid in full within thirty (30) days after completion and acceptance of the service by the CITY, and receipt of a properly prepared invoice in duplicate, subject to cash discounts allowed and stated in this proposal document.

Invoice to: City of Modesto
Attn: Accounts Payable
P.O. Box 642
Modesto, CA 95353
[email protected]
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29. ARBITRATION:

Any dispute or claim arising or related to this Agreement, its performance, breach, or interpretation (including issues about its validity or enforceability), shall be exclusively, (except as approved below) resolved by final binding arbitration before the American Arbitration Association (AAA), utilizing its Commercial Arbitration Rules. One Arbitrator shall be selected using AAA procedures. The Arbitrator shall use all reasonable efforts to minimize discovery and to complete the arbitration proceedings as expeditiously as possible. The Arbitrator shall render a written decision within thirty (30) calendar days of the hearing. The Arbitrator will not award attorney's fees, or punitive, incidental, consequential, treble or other multiple or exemplary damages, and the parties hereby agree to waive and not seek such damages. Either party may seek judicial relief to compel the other party to comply with the provisions of this Section, or injunctive or other equitable relief to protect its intellectual property rights, provided (unless prohibited by applicable law) that the remainder of the dispute or claim is submitted to arbitration. The arbitration shall be held in Modesto California; both parties give their irrevocable consent to jurisdiction of courts of or in the State of California, as well as processes of the AAA in California. Awards shall be final, binding and non-appealable ( except on the minimal grounds required under the Federal Arbitration Act or other applicable law). All awards may be filed with one or more courts, state, federal or foreign having jurisdiction over the party against whom such award is rendered or its property, as a basis of judgment and of the issuance of excicution for its collection.

30. GOVERNING LAW.:

This Agreement shall be deemed made in, governed by, performed in, and construed and enforced in accordance with the laws of the State of California, U.S.A., without giving effect to its conflicts of laws provisions or principles.
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31. COMMENCEMENT AND COMPLETION OF THE WORK:

The work contemplated herein shall be commenced as soon as possible after receipt of the Notice to Proceed for this contract. The Notice to Proceed shall not be issued until the contract administrator receives and has on file:

Proofs of insurance (approved by Risk Management);
Executed Agreement;
a. Resolution No. 2016-436 attached hereto as Exhibit "A" and made a part hereof;
b. CONTRACTOR submittal, attached hereto as Exhibit "B" and made a part hereof;
c. RFP No. 1516-25 -Landscape Maintenance Services, attached hereto as Exhibit "C" and a part hereof;
d. Bonds;
e. CITY business license

32. TERMINATION OF CONTRACT.

Termination by CITY for Default of Contractor
Should CONTRACTOR default in the performance of this Contract or materially breach any of its provisions, at its option, CITY may terminate this Contract by giving written notification to CONTRACTOR. The termination date shall be the effective date of the notice. For the purposes of this section, material breach of this Contract shall include, but not be limited to, any of the following: failure to perform required services or duties, willful destruction of CITY's property by CONTRACTOR, dishonesty or theft. Such termination shall be in accordance with Section 8.06 of the General Provisions ofCITY's Standard Specifications. c' 24 #4..
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If this Contract is terminated, CONTRACTOR shall cease all its work on the project as of the termination date and shall see to it that its employees, subcontractors and agents are notified of such termination and cease their work.

The CONTRACTOR understands and agrees that CITY may, in CITY's sole discretion, refuse to pay CONTRACTOR for that portion of CONTRACTOR's services which were performed by CONTRACTOR on the project prior to the termination date and which remain unacceptable and/or not useful to CITY as of the termination date. When these provisions contradict those found in the General Provisions of CITY's Standard Specifications, the latter shall prevail.

Termination by CTIY for Convenience
The CITY may tenninate the CONTRACTOR's performance under the Contract, either in whole or in part, at its own discretion or when conditions encountered during the Work make it impossible or impracticable to proceed, or when the CITY is prevented from proceeding with the Contract by act of God, by law, or by official action of a public authority, or upon a determination that such tennination is in the best interest and convenience of the CITY, or whenever the CITYis prohibited from completing the Work for any reason. The CITY shall provide no less than ten (l 0) days written notice of its intent to terminate the Contract for convenience, and shall endeavor to provide the CONTRACTOR with consultation with the CITY prior to termination.

A. Upon receipt of a written notice of termination pursuant to this section, the CONTRACTOR shall:

I. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subcontractors and agents are notified of such termination and act as specified in the notice of tennination;
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2. Terminate all orders and Subcontractors except as necessary to complete any portion of the Work that is not terminated;

3. If directed in writing by the CITY to do so, assign all right, title and interest in subcontracts and materials in progress to CITY, in which case the CITY will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such subcontractors, but in no event shall recovery by any CONTRACTOR or subcontractor include lost profits for portions of the Work not completed or undertaken, inclµding materials not delivered;

4. Deliver or otherwise make available to the CITY all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the CONTRACTOR in performing the Work whether completed or in process;

5. Settle outstanding liabilities and claims, subject to the approval of CITY;

6. Complete performance of such part of the Work as has not been terminated;
. 7. Take such other actions as may be necessary, or as may be directed by the CITY for the protection and preservation of the Work and/or property related to the Work;

8. IfCITY so requests, and at CITY's cost, CONTRACTOR
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shall provide sufficient oral or written status reports to make CITY reasonably aware of the status of CONTRACTOR's
work on the project.

B. CITY will pay CONTRACTOR an amount based on the percentage of work completed in accordance with the notice of termination. The final payment to the CONTRACTOR after termination for convenience shall be limited to amounts due and owing under the Contract at time of termination, including the following:

1. Any actual costs incurred by the CONTRACTOR for
restocking charges;

2. The agreed upon price of protecting the Work in any manner, if any, as directed by the CITY;

3. The cost of settling and paying valid claims arising out of the termination of the Work such as subcontract agreements or contracts for materials;

4. The contract price allocable to the portion of the Work properly performed or goods supplied by the
CONTRACTOR as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the CONTRACTOR.

C. The CITY shall have the right to withhold any portion or the whole of the final payment under this provision in the event there are any outstanding Claims for compensation asserted either by the CITY against the CONTRACTOR or by any third party against the CITY or the CONTRACTOR which arise out of the CONTRACTOR's work.
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Voluntary Termination
The parties may also terminate this Contract upon mutual written agreement.

Authorization to Terminate Contract
Termination of the Contract may be invoked by the CITY Manager, or his/her designee, subject to the right of the CONTRACTOR to appeal the CITY Manager, or his/her designee's, decision to the CITY Council. The CONTRACTOR shall appeal by notifying the CITY Clerk in writing within ten (I 0) business days of receipt of notification from CITY to terminate the Contract. In the event that termination of this contract is upheld by the CITY Council, any cessation of payment of delay claims, extended claims, Eichleay claims, or any other claims for delay shall be retroactive to the date of termination selected by the CITY Manager, or his/her designee.

33. COMPLIANCE WITH ALL LAWS:

CONTRACTOR hereby agrees that CONTRACTOR and its subcontractors, if any, in the performance of the work described, designated and shown upon the plans or exhibits herein referred to, will comply with all federal, state, county and municipal laws, rules and regulations which may be applicable to the work herein contracted for, whether now in existence or hereafter adopted, including but not limited to, complying with Municipal Codes relating to the dumping of waste into streets/and or alleys.

3. CONTRACT DOCUMENTS:

The complete contract between the parties hereto consists of this agreement and the following documents, which are incorporated herein by this reference:
a. Resolution No. 2016-436;
b. CONTRACTOR submittal;
c. RFP No. I 5 I 6-25 -Landscape Maintenance Services;
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d. Bonds;
e. Insurance Certificates;
f. CITY business license, and
g. CITY of Modesto Standard Specifications which includes the General Provisions.

These documents include important legal requirements, procedures and restrictions and should be reviewed by CONTRACTOR. They are available for review during normal business hours in the Department of Finance, Purchasing Division). AU documents specified above are intended to operate so that any work called for in any one and not mentioned in the other, or vice versa, is to be executed the same as if mentioned in all said documents.

35. NOTICES:

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

CONTRACTOR:

CITY:

Grover Landscape Services, Inc.
6224 Stoddard Road
Modesto,.CA 95356
(209) 545-4401
City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.
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36. ENTIRE AGREEMENT: This Agreement and its exhibits contain the entire understanding between CONTRACTOR and CITY. Additional or new terms contained in this Agreement which vary from CONTRACTOR's proposal are controlling and are deemed accepted by CONTRACTOR by shipment of any article or other commencement of performance hereunder. All previous proposals, offers and communications relative to this Agreement, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this Agreement. No future waiver of or exception to any of the terms, conditions, and provisions of this Agreement shall be considered valid unless specifically agreed to in writing by all the parties.

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

38. WAIVER: The waiver by any paiiy to this Agreement of a breach of any provision hereof shall be in writing and shall not operate or be construed as a waiver of any other or subsequent breach hereof unless specifically state4 in writing.

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

CONTRACTOR agrees to retain reports, records, documents, and files related to charges under this Agreement for a period of three (3) years following the date of final payment for CONTRACTOR services. CITY's representative shall have the right to reproduce any of the aforesaid documents.
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40. SIGNATOR(!ES) FOR CONTRACTOR: ·
The undersigned signator(ies) for CONTRACTOR warrant(s) and represent(s) that he/she/they is/are legally competent to execute the contract and has/have full authority to execute this contract.

41. ASSIGNMENT:

Neither this agreement nor any portion thereof shall be subcontracted or assigned without the written consent of the CITY in each and every instance.

42. MISCELLANEOUS:

Time is of the essence in every provision of this contract. 31 #4..
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IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this Agreement in duplicate by its City Manager and attested by its City Clerk under authority of Resolution No. 2016-436, adopted by the Council of the City of Modesto on ili
.
the 25 day of October, 2016 and CONTRACTOR has caused this Agreement to be duly executed.

CITY OF MODESTO,
A municipal corporation
ATTEST:

By
. STEPANIELOPEi ,_ 0 �
City Clerk
(SEAL)
APPROVED AS TO FORM:

ADAM U. LINDGREN
City Attorney
By: ---;�mf',��.:i:7,_____
32 GROVER LANDSCAPE SERVICES, INC.

By: l1-iAl!k :--;; · r:.;,.q o t;1;'/S: (Name and Title) Date: /0 ·-c.? 7- /<;,
By: ____________ _
(Signature)
(Name and Title)
Date: --------------
Signature Requirements
Corporation:
!.Signature of two (2) officers
or

2.Signature of one (1) officer plus the
corporate seal.

Partnership: Signature of one partner
Sole Proprietorship: Signature of proprietor
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1 SECOND AMENDMENT TO AGREEMENT
THIS SECOND AMENDMENT to the AGREEMENT (“SECOND AMENDMENT”), made and entered into in the City of Modesto, County of Stanislaus, State of California, this _____ day of , 2021, by and between the CITY OF MODESTO, a municipal corporation of the State of California ("CITY") and GROVER LANDSCAPE SERVICES, INC., Modesto, CA, hereinafter collectively referred to as "CONTRACTOR".

This SECOND AMENDMENT to AGREEMENT is made with reference to the following recitals:

A. An Agreement (“AGREEMENT”) was entered into by and between CITY and CONTRACTOR on the 25
th day of October 2016 to provide landscape services to parks, right-ofway areas and medians, Community Facilities Districts and Enterprise Fund sites.

B. A First Amendment to Agreement was entered into by and between CITY and CONTRACTOR on the 5th day of February 2019 which increased compensation paid for the additional scope of services identified in the amendment and set budget limits for service level increases, irrigation repairs and miscellaneous repair work, and unanticipated repairs/extra work.

C. The CITY wishes to extend the agreement for (1) additional year through October 24, 2022 to allow enough time to prepare a Request for Proposals for Landscape Maintenance services.

D. The CITY estimates that an additional $3.46M will be needed to ensure sufficient landscape services through the extension of the AGREEMENT, dated October 24, 2022.

E. CITY AND CONTRACTOR desire to amend the provisions of the AGREEMENT to remove budget thresholds for service level increases, irrigation repairs and miscellaneous repairs and additional unanticipated repairs/extra work.

DocuSign Envelope ID: 4AD8A565-B511-4D6D-99A6-3FA619602466 4th MAY
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2 F. CITY AND CONTRACTOR desire to amend the provisions of the AGREEMENT to increase the compensation paid for services identified in the AGREEMENT.

G. CITY AND CONTRACTOR desire to amend the provisions of the AGREEMENT to extend the agreement for (1) additional year to October 24, 2022.

H. All other provisions of the AGREEMENT shall remain in effect.

NOW, THEREFORE, the parties hereto mutually agree to the following:

1. Paragraph (g), Section 1 “SCOPE OF WORK shall be deleted in its entirety and amended to read as follows:
“1. SCOPE OF WORK
g. CONTRACTOR shall furnish all the landscaping work attached hereto as Exhibit “D” for a total contracted amount not to exceed $13,042,247.00 over the term of the AGREEMENT.

2. Paragraph (1) of Section 3 “TERM OF CONTRACT” shall be deleted in its entirety and amended to read as follows:
“3. TERM OF CONTRACT
The term of the contract shall be for a period of six (6) years.

Initial Term: Notice to proceed through October 24, 2019 Year 4: October 25, 2019 through October 24, 2020
Year 5: October 25, 2020 through October 24, 2021
Year 6: October 25, 2021 through October 24, 2022.”

3. Except as modified and amended by this SECOND AMENDMENT to AGREEMENT, all other provisions of the AGREEMENT shall remain unchanged and in full force and effect.” DocuSign Envelope ID: 4AD8A565-B511-4D6D-99A6-3FA619602466 #4..
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3 IN WITNESS WHEREOF, the CITY, a Municipal Corporation, has authorized the execution of this SECOND AMENDMENT to AGREEMENT in duplicate by its City Manager and attestation by its City Clerk (under authority of Resolution No. , adopted by the Council of the City of Modesto) on the ___ day of ___________, 2021, and GROVER LANDSCAPE SERVICES, INC., has caused this First Amendment to Agreement to be duly executed.

DocuSign Envelope ID: 4AD8A565-B511-4D6D-99A6-3FA619602466 4TH MAY
2021-172
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CITY OF MODESTO,
a municipal corporation
BY: ____________________________
JOSEPH P. LOPEZ, City Manager
ATTEST:
(Seal)
BY: ____________________________
STEPHANIE LOPEZ, 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: ____________________________
JILES SMITH II, Risk Manager
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: 4AD8A565-B511-4D6D-99A6-3FA619602466 GROVER LANDSCAPE SERVICES INC.
80-0507137
Mark S. Grover President
5/12/2021
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EXHBITI D - AMENDED SITE LIST FOR GROVER LANDSCAPING AGREEMENT #108650 FUND SITE NO. NAME Acreage Monthly Cost Annual Cost
GenFund-PRND P-001 Alberta Martone Tot-Lot 0.50 $254.07 $3,048.84 GenFund-PRND P-002 Aqueduct 5.14 $933.75 $11,205.00
GenFund-PRND P-003 Ashby 0.76 $227.09 $2,725.08
GenFund-PRND P-004 Beardbrook 11.43 $2,036.58 $24,438.96 GenFund-PRND P-005 Beyer 20.00 $3,522.23 $42,266.76
GenFund-PRND P-006 Brookway 0.70 $209.16 $2,509.92
GenFund-PRND P-007 Chabot Court 0.10 $50.81 $609.72
GenFund-PRND P-008 Chavez 6.03 $1,007.88 $12,094.56
GenFund-PRND P-009 Chrysler 99 6.13 $1,113.59 $13,363.08 GenFund-PRND P-010 Chrysler 6.64 $1,206.24 $14,474.88
GenFund-PRND P-011 Coleman F. Brown 5.23 $993.64 $11,923.68 GenFund-PRND P-012 Creekwood 5.00 $1,001.74 $12,020.88
GenFund-PRND P-013 Davis 17.50 $2,766.59 $33,199.08
GenFund-PRND P-014 Downey & Annex 21.00 $3,704.17 $44,450.04 GenFund-PRND P-015 E. La Loma 16.20 $2,839.06 $34,068.72 GenFund-PRND P-016 Eisenhut 5.37 $975.53 $11,706.36
GenFund-PRND P-017 Elk 1.15 $206.93 $2,483.16
GenFund-PRND P-018 Everett 4.57 $830.20 $9,962.40
GenFund-PRND P-019 Fairway Soccer 7.22 $1,206.78 $14,481.36 GenFund-PRND P-020 Floyd #2 (Brewer Rose) 9.16 $1,930.07 $23,160.84 GenFund-PRND P-021 Garrison 6.21 $981.74 $11,780.88
GenFund-PRND P-022 Gateway Village (City Gate) 1.20 $358.57 $4,302.84 GenFund-PRND P-023 Graceada 8.96 $1,612.22 $19,346.64
GenFund-PRND P-024 Grogan Community (Soccer) 39.00 $4,570.02 $54,840.24 GenFund-PRND P-025 Hetch-Hetchy Bike Path 33.00 $692.88 $8,314.56 GenFund-PRND P-026 John Muir 2.94 $878.49 $10,541.88
GenFund-PRND P-027 Kewin 8.80 $1,542.20 $18,506.40
GenFund-PRND P-028 Lakewood 4.98 $868.74 $10,424.88
GenFund-PRND P-029 Mark Twain 7.58 $1,486.41 $17,836.92 GenFund-PRND P-030 McKinney Colony 5.30 $953.66 $11,443.92 GenFund-PRND P-031 Mellis 9.21 $1,539.40 $18,472.80
GenFund-PRND P-032 MID Lateral #2 1.78 $356.62 $4,279.44 GenFund-PRND P-033 Mildred Perkins 6.12 $1,101.20 $13,214.40 GenFund-PRND P-034 Monterosso 0.38 $329.27 $3,951.24
GenFund-PRND P-035 Moran 2.77 $485.44 $5,825.28
GenFund-PRND P-036 Muncy 3.40 $617.65 $7,411.80
Grover #108650, Amended Site List P.1 of 8
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GenFund-PRND P-037 Orchard 11.00 $1,940.28 $23,283.36
GenFund-PRND P-038 George Rogers 3.27 $573.07 $6,876.84 GenFund-PRND P-039 Patricia Lane 0.27 $137.20 $1,646.40 GenFund-PRND P-040 Pierre 0.54 $274.40 $3,292.80
GenFund-PRND P-041 Pike 6.23 $984.91 $11,818.92
GenFund-PRND P-042 Ralston Tower 0.75 $224.11 $2,689.32 GenFund-PRND P-043 Revard 3.59 $626.26 $7,515.12
GenFund-PRND P-044 Riverside 12.00 $2,404.17 $28,850.04 GenFund-PRND P-045 Robertson Road 6.74 $1,126.55 $13,518.60 GenFund-PRND P-046 Roosevelt 8.54 $1,350.10 $16,201.20
GenFund-PRND P-047 Rose 4.56 $804.33 $9,651.96
GenFund-PRND P-048 Sharp 5.93 $1,162.85 $13,954.20
GenFund-PRND P-049 Sherwood 6.21 $1,083.31 $12,999.72
GenFund-PRND P-050 Sipherd 5.36 $935.03 $11,220.36
GenFund-PRND P-051 Sonoma 4.99 $870.48 $10,445.76
GenFund-PRND P-052 Stockard Coffee 4.72 $831.25 $9,975.00 GenFund-PRND P-053 Sutter 3.82 $666.38 $7,996.56
GenFund-PRND P-054 Sylvan 5.22 $919.30 $11,031.60
GenFund-PRND P-055 T.B. Scott 2.60 $455.65 $5,467.80
GenFund-PRND P-056 Eliminated - - -
GenFund-PRND P-057 Thurman Soccer 4.19 $700.33 $8,403.96 GenFund-PRND P-058 Virginia Corridor Phase 2 7.94 $326.96 $3,923.52 GenFund-PRND P-059 Virginia Corridor Phase 3 1.12 $1,595.89 $19,150.68 GenFund-PRND P-060 Virginia Corridor Phase 4 5.06 $513.80 $6,165.60 GenFund-PRND P-061 Virginia Corridor Phase 5 1.52 $1,401.27 $16,815.24 GenFund-PRND P-062 Virginia Corridor Phase 6 3.91 $2,335.45 $28,025.40 GenFund-PRND P-063 Whitmore 5.33 $842.62 $10,111.44
GenFund-PRND P-064 Woodrow 4.93 $779.39 $9,352.68
GenFund-PRND ROW-001 Bluegum EB, Poust to Rosemore Wall - 7,539 $135.47 $1,625.64 GenFund-PRND ROW-002 Bluegum EB, Morse to Poust Wall - 2,445 $43.94 $527.28 GenFund-PRND ROW-003 Bluegum WE, Poust to Morse Wall - 1,350 $24.26 $291.12 GenFund-PRND ROW-004 Bluegum Medians (3) - 5,390 $96.86 $1,162.32 GenFund-PRND ROW-005 Briggsmore Sunrise Av - 10,500 $188.68 $2,264.16 GenFund-PRND ROW-006 FoodMax Planter 12,000 - $82.32 $987.84 GenFund-PRND ROW-007 Krispy Crème Planter - 43,275 $777.63 $9,331.56 GenFund-PRND ROW-008 Winning Street Closure - 135 $8.00 $96.00 GenFund-PRND ROW-009 Bronson Street Closure - 900 $8.00 $96.00 GenFund-PRND ROW-010 Carlton Street Closure - 180 $8.00 $96.00 Grover #108650, Amended Site List P.2 of 8
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GenFund-PRND ROW-011 Briggsmore Fence/Wall - 39,300 $706.20 $8,474.40 GenFund-PRND ROW-012 Calle De Rosa Street Closure - 330 $8.00 $96.00 GenFund-PRND ROW-013 Elmhurst Street Closure - 1,296 $8.00 $96.00 GenFund-PRND ROW-014 Carpenter/Houser Wall - 2,155 $38.72 $464.64 GenFund-PRND ROW-015 Carpenter/Elm Wall - 1,010 $18.15 $217.80 GenFund-PRND ROW-016 Carpenter Rd Medians - 6,778 $121.80 $1,461.60 GenFund-PRND ROW-017 Claus NB Orangeburg to Parker - 8,725 $175.00 $2,100.00 GenFund-PRND ROW-018 Claus Rd/Yosem.Wall; Duplicate (DC-002) - - - - GenFund-PRND ROW-019 Cummins Dr at Carpenter - 192 $3.45 $41.40 GenFund-PRND ROW-020 Cummins Dr at Bluegum - 1,929 $34.66 $415.92 GenFund-PRND ROW-021 Hatch EB - 75,891 $1,363.72 $16,364.64 GenFund-PRND ROW-022 Hatch WB - 31,890 $573.05 $6,876.60 GenFund-PRND ROW-023 I Street Medians - 4,000 $71.88 $862.56 GenFund-PRND ROW-024 I Street E/side - 950 $17.07 $204.84 GenFund-PRND ROW-025 I Street W/side - 950 $17.07 $204.84 GenFund-PRND ROW-026 Kansas Wall - 3,245 $58.31 $699.72 GenFund-PRND ROW-027 Lakewood SB, Orangeburg to Middleborro - 1,500 $26.95 $323.40 GenFund-PRND ROW-028 Lakewood Wall - 1,325 $23.81 $285.72 GenFund-PRND ROW-029 Lincoln Wall, north - 1,905 $34.23 $410.76 GenFund-PRND ROW-030 Lincoln Wall, south - 3,715 $66.76 $801.12 GenFund-PRND ROW-031 Morse Wall 8ft. Sidewalk - 49,940 $897.39 $10,768.68 GenFund-PRND ROW-032 Muriel Street Closure - 96 $8.00 $96.00 GenFund-PRND ROW-033 Oakdale Wall - 6,300 $113.21 $1,358.52 GenFund-PRND ROW-034 Paradise Wall - 13,000 $233.60 $2,803.20 GenFund-PRND ROW-035 Parker/Boyette Wall - 4,000 $71.88 $862.56 GenFund-PRND ROW-036 Prescott/Vernon Wall - 9,345 $167.92 $2,015.04 GenFund-PRND ROW-037 Prescott Wall - 7,580 $136.21 $1,634.52 GenFund-PRND ROW-038 Sandburg Street Closure - 58 $8.00 $96.00 GenFund-PRND ROW-039 Scenic/Brighton Wall - 225 $4.04 $48.48 GenFund-PRND ROW-040 Scenic Wall - 16,000 $287.51 $3,450.12 GenFund-PRND ROW-041 Scenic WB, Springcreek to Cedarbrook - 1,285 $23.09 $277.08 GenFund-PRND ROW-042 Sisk – Target Ctr. (Ethan Allen) Median - 4,555 $81.85 $982.20 GenFund-PRND ROW-043 Sisk – Target Ctr. (Ethan Allen) Wall - 12,352 $221.96 $2,663.52 GenFund-PRND ROW-044 Standiford Medians – Dale to Prescott - 540 $9.70 $116.40 GenFund-PRND ROW-045 Standiford – Landscaped Medians (3) - 40,200 $722.37 $8,668.44 GenFund-PRND ROW-046 Standiford Av, WB - 1,465 $26.33 $315.96 GenFund-PRND ROW-047 Sylvan Av, EB - 15,893 $285.59 $3,427.08 Grover #108650, Amended Site List P.3 of 8
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GenFund-PRND ROW-048 Sylvan Av, WB - 11,090 $199.28 $2,391.36 GenFund-PRND ROW-049 Tennyson Street Closure - 425 $8.00 $96.00 GenFund-PRND ROW-050 Whitmore WB - 5,272 $94.73 $1,136.76 GenFund-PRND ROW-051 Briggsmore & Rose - 11,300 $203.05 $2,436.60 GenFund-PRND ROW-052 Senior Citizen Center 1,922 8,563 $763.03 $9,156.36 GenFund-PRND ROW-053 Scenic Bend - 13,000 $233.60 $2,803.20 GenFund-PRND ROW-054 El Rio Median - 5,000 $89.85 $1,078.20 GenFund-PRND ROW-055 La Loma Roundabout [Corrected] - 5,531 $235.00 $2,820.00 GenFund-PRND ROW-056 Santa Barbara Point 11,750 - $137.07 $1,644.84 GenFund-PRND ROW-057 Sunrise and Bodem Point - 22,801 $271.12 $3,253.44 GenFund-PRND ROW-058 La Loma Point - 8,400 $97.99 $1,175.88 GenFund-PRND ROW-059 Needham / L / 14th 2,100 705 $310.84 $3,730.08 GenFund-PRND ROW-060 Needham & 13th - 360 $39.89 $478.68 GenFund-PRND ROW-061 Needham & 14th - 450 $49.87 $598.44 GenFund-PRND ROW-062 Needham & K 2,925 785 $411.12 $4,933.44 GenFund-PRND ROW-063 Paradise & Tuolumne 2,611 - $30.46 $365.52 GenFund-PRND ROW-064 3rd & Washington NEAT - 1,220 $14.23 $170.76 GenFund-PRND SR-076 Kansas Overpass - 31,000 $1,113.75 $13,365.00 GenFund-PRND SR-077 Bowen Roundabouts - 600 $15.78 $189.36 GenFund-PRND SR-078 Briggsmore Overpass NW - 10,000 $359.27 $4,311.24 GenFund-PRND SR-079 Briggsmore Overpass SW - 6,800 $244.31 $2,931.72 GenFund-PRND SR-080 Briggsmore Orangeburg SE - 8,000 $287.42 $3,449.04 GenFund-PRND SR-081 Encina Medians - 1,000 $19.97 $239.64 GenFund-PRND *P-065 Lyon's Junction (Coldwell to Morris) $350.00 $4,200.00 GenFund-PRND *P-066 Salas Island (Scenic/Burney) $55.00 $660.00 GenFund-PRND *P-067 X-mas Tree Park (Burney) $155.00 $1,860.00 GenFund-PRND *P-068 Enslen $1,995.00 $23,940.00
GenFund-PRND *P-069 Marshall $1,475.00 $17,700.00
GenFund-PRND *P-070 Moose $945.83 $11,349.96
GenFund-PRND *P-071 Standiford $1,150.00 $13,800.00
GenFund-PRND *P-072 Wesson Ranch $2,275.00 $27,300.00
GenFund-PRND *P-073 99/Pelandale Weed Program $450.00 $5,400.00 GenFund-PRND *P-074 99/Pelandale Trash Program $235.00 $2,820.00 GenFund-PRND *ROW-065 Roselle Wall, Floyd to Briggsmore W. $1,375.00 $16,500.00 GenFund-PRND *ROW-066 Pelandale Wall, Entry/Costco to Honeycreek S. $1,750.00 $21,000.00 GenFund-PRND *ROW-067 Briggsmore Rose Garden S., Tully x College $750.00 $9,000.00 GenFund-PRND *BS-001 McClure Country Place 20,000 15,000 $161.44 $1,937.28 Grover #108650, Amended Site List P.4 of 8
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GenFund-PRND *ROW-068 10th St. Planters between I and J Streets $425.00 $5,100.00 Total Change for Parks Operations (General Fund): $13,547.27 $162,567.24 New Total for Parks Operations (General Fund): $98,071.50 $1,176,858.00

TUOLUMNE RIVER REGIONAL PARK (TRRP) SITES
FUND SITE NO. NAME Turf Sq Ft Planters Sq Ft Per Month Per Year JPA-TRRP TRRP-01 Bellenita Park 154,276 - $591.97 $7,103.64 JPA-TRRP TRRP-02 Legion Park 339,768 - $694.90 $8,338.80 JPA-TRRP TRRP-03 Legion Hall 4,700 3,900 $35.18 $422.16 JPA-TRRP TRRP-04 Mancini Park 478,100 1,710 $1,962.63 $23,551.56 JPA-TRRP TRRP-05 Tuolumne Regional Park 544,500 29,266 $2,346.95 $28,163.40 JPA-TRRP *TRRP-06 Gateway Weed Ctrl- Spring, Summer, Fall/Wtr $245.00 $2,940.00 JPA-TRRP *TRRP-07 Legion Park $1,350.00 $16,200.00
JPA-TRRP *TRRP-08 Hillsdale Drive & Tioga Weed Program $245.00 $2,940.00 Total Change for TRRP Fund: $1,840.00 $22,080.00
New Total for TRRP Fund: $7,471.63 $89,659.56

COMMUNITY FACILITIES DISTRICT (CFD) SITES
FUND SITE NO. NAME Turf Sq Ft Planters Sq Ft Per Month Per Year CFD Funds CFD-001 Twin Ponds – South Basin - 6,300 $111.63 $1,339.56 CFD Funds CFD-002 Twin Ponds – North Basin - 35,170 $623.16 $7,477.92 CFD Funds CFD-003 Pelandale to Snyder Redwood Planter - 2,640 $46.78 $561.36 CFD Funds CFD-004 Pelandale to Snyder Landscape Wall - 6,457 $114.41 $1,372.92 CFD Funds CFD-005 Pleandale Wall, North Point to Prescot - 2,905 $51.47 $617.64 CFD Funds CFD-006 Carver/Bangs 14,256 21,106 $626.56 $7,518.72 CFD Funds CFD-007 Carver/Bangs 125 2,795 $51.74 $620.88 CFD Funds CFD-008 Carver/Bangs - 21,762 $385.59 $4,627.08 CFD Funds CFD-009 Pelandale-Snyder/Carver Bangs - 2,550 $45.18 $542.16 CFD Funds CFD-010 Pelandale-Snyder/Carver Bangs - 5,685 $100.73 $1,208.76 CFD Funds CFD-011 Chateau Provence 24,705 21,035 $810.44 $9,725.28 CFD Funds CFD-012 Costco Medians - 8,440 $149.54 $1,794.48 CFD Funds CFD-013 Chapman Medians - 2,240 $39.69 $476.28 CFD Funds CFD-014 Ustach Basin 318,820 32,615 $2,099.04 $25,188.48 CFD Funds CFD-015 Ustach Park 323,026 48,545 $2,219.31 $26,631.72 CFD Funds CFD-016 Wild Flower 12,054 19,320 $825.80 $9,909.60 CFD Funds CFD-017 Symphony Park 10,920 18,000 $595.03 $7,140.36 CFD Funds CFD-018 Silverado 30,190 24,297 $1,121.08 $13,452.96 Grover #108650, Amended Site List P.5 of 8
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CFD Funds CFD-019 Fairmont Point II 28,300 24,276 $1,081.76 $12,981.12 CFD Funds CFD-020 Atherton Place 37,620 27,834 $1,175.20 $14,102.40 CFD Funds CFD-021 Village Highlands 4-5 16,100 23,620 $713.16 $8,557.92 CFD Funds CFD-022 Village Highlands 6 (Roundabout) - 70 $5.00 $60.00 CFD Funds CFD-023 Village Highlands 6 2,954 42,200 $595.61 $7,147.32 CFD Funds CFD-024 Windmere (2-Roundabouts, 1-Median) 24,500 12,036 $481.93 $5,783.16 CFD Funds CFD-025 Fernwood 2,3 9,800 14,700 $504.09 $6,049.08 CFD Funds CFD-026 Legends 9,800 10,500 $267.77 $3,213.24 CFD Funds CFD-027 Legends (Roundabout) - Incl. $0.00 $0.00 CFD Funds CFD-028 Millbrook 1,200 13,900 $296.14 $3,553.68 CFD Funds CFD-029 Lawsons Twenty 6,090 9,420 $304.18 $3,650.16 CFD Funds CFD-030 Legends Village 4-5 6,500 6,750 $174.78 $2,097.36 CFD Funds CFD-031 Olympic Park 4 2,500 3,400 $115.71 $1,388.52 CFD Funds CFD-032 Davante Villas plus Roundabout 14,925 23,025 $744.27 $8,931.24 CFD Funds CFD-033 Davante Villas - 7,500 $147.09 $1,765.08 CFD Funds CFD-034 Charleston Place (Center Court) - 22,000 $431.46 $5,177.52 CFD Funds CFD-035 Roselle Median Strip (Center Ct.) 7,900 13,500 $419.69 $5,036.28 CFD Funds CFD-036 Renaissance - 100 $5.00 $60.00
CFD Funds CFD-037 Bellhabour Streetscape V-1 3,500 2,300 $113.75 $1,365.00 CFD Funds CFD-038 Fine Ave. Streetscape V-1 8,700 5,000 $281.88 $3,382.56 CFD Funds CFD-039 Sienna (Sequoia Estates) 6,000 6,000 $235.34 $2,824.08 CFD Funds CFD-040 Palisades (Sierra View) 6,000 3,600 $188.27 $2,259.24 CFD Funds CFD-041 Nottingham (Bradley Estates) 6,000 3,600 $188.27 $2,259.24 CFD Funds CFD-042 Adriana 4,000 2,000 $79.14 $949.68
CFD Funds CFD-043 SSP, Lot - 400 $10.00 $120.00
CFD Funds CFD-044 2500 Sylvan/Terrazo 4,300 5,300 $197.52 $2,370.24 CFD Funds CFD-045 Bellharbour & Addition 6,700 3,900 $207.89 $2,494.68 CFD Funds CFD-046 Brooks Landing – Turf Strip 1,200 - $23.53 $282.36 CFD Funds CFD-047 Burkshire Estates/Burkshire II 1,200 9,000 $200.04 $2,400.48 CFD Funds CFD-048 Caden 8,500 - $223.73 $2,684.76
CFD Funds CFD-049 Cambrooke Estates 2,500 - $51.44 $617.28 CFD Funds CFD-050 Central Basin-Merle L/S Wall 1,400 2,265 $71.88 $862.56 CFD Funds CFD-051 Dermond 15,000 11,700 $523.64 $6,283.68 CFD Funds CFD-052 Enochs Medians/Overpass 35,000 - $628.41 $7,540.92 CFD Funds CFD-053 Falling Leaf 5,700 2,600 $109.48 $1,313.76 CFD Funds CFD-054 Floyd Shrubs - 42,000 $554.01 $6,648.12 CFD Funds CFD-055 Floyd / Fine Streetscape 27,000 25,500 $692.51 $8,310.12 Grover #108650, Amended Site List P.6 of 8
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CFD Funds CFD-056 Floyd / Fine to Roselle 51,325 65,980 $1,704.43 $20,453.16 CFD Funds CFD-057 Floyd from Roselle to Oakdale 36,000 73,375 $2,608.62 $31,303.44 CFD Funds CFD-058 Freedom Park 211,000 16,051 $1,587.75 $19,053.00 CFD Funds CFD-059 Graham Estates 3,500 - $92.12 $1,105.44 CFD Funds CFD-060 Hillglen/Caden 18,000 - $473.78 $5,685.36 CFD Funds CFD-061 La Force 42,575 22,100 $1,859.44 $22,313.28 CFD Funds CFD-062 Lincoln Oak Streetscape 17,000 9,500 $593.97 $7,127.64 CFD Funds CFD-063 Merle Addition 1,500 - $29.42 $353.04 CFD Funds CFD-064 Merle Roundabout - 300 $10.00 $120.00 CFD Funds CFD-065 Orchard Park 6,000 3,400 $247.42 $2,969.04 CFD Funds CFD-066 Pinnacles Sunrise Subdivision 17,500 17,000 $619.44 $7,433.28 CFD Funds CFD-067 Roselle Lawn/Floyd/Roundabout 35,000 18,000 $951.60 $11,419.20 CFD Funds CFD-068 Roselle/Kodiak/Lincoln Oak 23,000 28,000 $1,143.10 $13,717.20 CFD Funds CFD-069 Sanders Park 202,800 58,400 $1,791.72 $21,500.64 CFD Funds CFD-070 Sharon Extension 2,200 - $45.27 $543.24 CFD Funds CFD-071 Temescal 11,200 4,000 $340.69 $4,088.28 CFD Funds CFD-072 Thomas Terrace Wall/LS 450 1,225 $75.00 $900.00 CFD Funds CFD-073 Hatch Wall & Rancho Encantado - 38,500 $643.70 $7,724.40 CFD Funds CFD-074 Rancho Encantado Bike Path 15,000 37,000 $962.05 $11,544.60 CFD Funds CFD-075 Fairview Park 167,223 15,000 $1,088.38 $13,060.56 CFD Funds CFD-076 Coffee Claratina Park 260,203 50,558 $2,087.73 $25,052.76 CFD Funds CFD-077 Claratina/Lifescape Wall - 112 $50.00 $600.00 CFD Funds CFD-078 Enterprise Business Park/Wall - 2,875 $175.19 $2,102.28 LMAD Funds DC-001 Claus Wall - 2,850 $89.82 $1,077.84
LMAD Funds DC-002 Creekwood Wall – Yosemite - 15,800 $497.97 $5,975.64 LMAD Funds DC-003 Creekwood Wall – Claus - 17,224 $542.85 $6,514.20 LMAD Funds DC-004 Creekwood Medians - 1,575 $49.64 $595.68 LMAD Funds DC-005 Claus Rd Overpass at Creekwood - 17,230 $543.04 $6,516.48 LMAD Funds DC-006 Claus Rd Wall - 38,046 $1,199.09 $14,389.08 LMAD Funds DC-007 Yosemite Wall - 360 $11.35 $136.20
LMAD Funds DC-008 756 Codington (Shrub Area) Wall - 444 $13.99 $167.88 CFD Funds *CFD-079 Rose Villas Park Basin - $3,395.00 $40,740.00 CFD Funds *CFD-080 Sylvan/Litt (New Section) - $2,375.00 $28,500.00 CFD Funds *CFD-081 Kaiser/Dale (Frontage Strip) - $1,575.00 $18,900.00 CFD Funds *CFD-082 Healthcare Way Ext. (ES of Dale) - $795.00 $9,540.00 CFD Funds *CFD-083 Roselle between Kodiak & Hillglen - $3,325.00 $39,900.00 CFD Funds *CFD-084 Lincoln Oak Shrub Addition - $650.00 $7,800.00 Grover #108650, Amended Site List P.7 of 8
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Total Change for CFD/LMAD Funds: $12,115.00 $145,380.00 Monthly Limit Annual Limit
New Total for CFD/LMAD Funds: $56,304.32 $675,651.84

MISCELLANEOUS CITY & ENTERPRISE SITES
SITE NO. NAME Turf Sq Ft Planters Sq Ft Annual Cost
Transp Ctr Fund TS-001 Transportation Center - 18,399 $918.78 $11,025.36 Transp Ctr Fund TS-002 Amtrak Station 2,700 19,000 $892.19 $10,706.28 GenFund-MPD PD-001 Old Police Department Parking Lot - 400 $19.97 $239.64 GenFund-MPD PD-002 New PD Parking Lot - 800 $39.95 $479.40 GenFund-MPD PD-003 New PD Planters - 3,839 $191.70 $2,300.40 Parking Fund G-001 11th St. Garage; eliminated 1/26/17 $18.18 $218.16 Parking Fund G-002 9th St. Garage - 4,200 $209.73 $2,516.76 Parking Fund LOT-001 Centre Plaza Surface Lot 895 3,121 $200.54 $2,406.48 Parking Fund LOT-002 Library Parking Lot - 2,857 $142.67 $1,712.04 Parking Fund LOT-003 McDonalds Parking Lot - 3,239 $161.74 $1,940.88 Parking Fund LOT-004 9th & I Parking Lot - 338 $16.88 $202.56 Parking Fund LOT-005 Centre Plaza Parking Lot - 925 $46.19 $554.28 Parking Fund LOT-006 10th & H St. lot; eliminated 1/26/17 $51.98 $623.76 GenFund-PRND P-079 Gallo Memorial Park (McClatchy Square) 3,820 2,861 $845.76 $10,149.12 GenFund-PRND LOT-012 McHenry Museum 3,000 2,340 $129.04 $1,548.48 GenFund-PRND LOT-012 McHenry Mansion 10,300 8,800 $461.54 $5,538.48 Bldg Svcs Fund BS-001 McClure Country Place; Moved to Parks $161.44 $1,937.28 ComCenter Fund-PRND *LOT-A-101 Modesto Centre Plaza Lot $795.00 $9,540.00 Fleet Mgmt Fund *BMF Bus Maintenance Facility $575.00 $6,900.00 Total Change for Miscellaneous City & Enterprise Sites: $1,138.40 $13,660.80 Monthly Limit Annual Limit
New Total for Miscellaneous City & Enterprise Sites: $6,785.08 $81,420.96 FIVE-YEAR SPENDING LIMIT FOR AGREEMENT #108650: $9,584,471.72 AMENDED FIVE-YEAR SPENDING LIMIT FOR AGREEMENT #108650: $10,814,213.00 Annual Cost
Faithful Performance Bond $2,550.00
Payment Bond $2,550.00
Grover #108650, Amended Site List P.8 of 8
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1 THIRD AMENDMENT TO AGREEMENT
THIS THIRD AMENDMENT to the AGREEMENT (“THIRD AMENDMENT”), made and entered into in the City of Modesto, County of Stanislaus, State of California, this _____ day of , 2022, by and between the CITY OF MODESTO, a municipal corporation of the State of California ("CITY") and GROVER LANDSCAPE SERVICES, INC., Modesto, CA, hereinafter collectively referred to as "CONTRACTOR".

This THIRD AMENDMENT to AGREEMENT is made with reference to the following recitals:

A. An Agreement (“AGREEMENT”) was entered into by and between CITY and CONTRACTOR on the 25
th day of October 2016 to provide landscape services to parks, right-ofway areas and medians, Community Facilities Districts and Enterprise Fund sites.

B. A First Amendment to Agreement was entered into by and between CITY and CONTRACTOR on the 5th day of February 2019 which increased compensation paid for the additional scope of services identified in the amendment and set budget limits for service level increases, irrigation repairs and miscellaneous repair work, and unanticipated repairs/extra work.

C. A Second Amendment to Agreement was entered into by and between the CITY and CONTRACTOR on the 4th day of May 2021 to amend the provisions of the AGREEMENT to remove budget thresholds, to increase the compensation paid for services, and, to extend the agreement for one (1) additional year to October 24, 2022, to allow enough time to prepare a Request for Proposals for Landscape Maintenance services.

D. The CITY wishes to extend the agreement for six (6) additional months through April 24, 2023, to allow additional time for staff to complete research of recent Request for Proposals that resulted in significant increases to service agreements.

DocuSign Envelope ID: C34F299E-6B72-48A3-9FA6-75CF18EEBDB6 4th October
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2 E. The CITY estimates that an additional $1.3 million will be needed to ensure sufficient landscape services through the extension of the AGREEMENT, dated April 24, 2023.

F. CITY AND CONTRACTOR desire to amend the provisions of the AGREEMENT to increase the compensation paid for services identified in the AGREEMENT.

G. CITY AND CONTRACTOR desire to amend the provisions of the AGREEMENT to extend the agreement for six (6) additional months to April 24, 2023.

H. All other provisions of the AGREEMENT shall remain in effect.

NOW, THEREFORE, the parties hereto mutually agree to the following:

1. Paragraph (g), Section 1 “SCOPE OF WORK shall be deleted in its entirety and amended to read as follows:
“1. SCOPE OF WORK
g. CONTRACTOR shall furnish all the landscaping work attached hereto as Exhibit “D” for a total contracted amount not to exceed $14,374,115 over the term of the AGREEMENT.

2. Paragraphs (1) and (2) of Section 3 “TERM OF CONTRACT” shall be deleted in its entirety and amended to read as follows:
“3. TERM OF CONTRACT
The term of the contract shall be for a period of six (6) years and six (6) months.

Initial Term: Notice to proceed through October 24, 2022 Six-month extension: October 25, 2022 through April 24, 2023.”

3. Except as modified and amended by this THIRD AMENDMENT to AGREEMENT, all other provisions of the AGREEMENT shall remain unchanged and in full force and effect.” DocuSign Envelope ID: C34F299E-6B72-48A3-9FA6-75CF18EEBDB6 #4..
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3 IN WITNESS WHEREOF, the CITY, a Municipal Corporation, has authorized the execution of this THIRD AMENDMENT to AGREEMENT in duplicate by its City Manager and attestation by its City Clerk (under authority of Resolution No. , adopted by the Council of the City of Modesto) on the ___ day of ___________, 2022, and GROVER LANDSCAPE SERVICES, INC., has caused this Third Amendment to Agreement to be duly executed.

DocuSign Envelope ID: C34F299E-6B72-48A3-9FA6-75CF18EEBDB6 2022-407
4th October
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CITY OF MODESTO,
a municipal corporation
BY: ____________________________
JOSEPH P. LOPEZ, City Manager
ATTEST:
(Seal)
BY: ____________________________

DIANE NAYARES-PEREZ, CMC,
City Clerk
________________________________
BY: ____________________________
By _____________________________
Name Title
BY: ____________________________
By _____________________________
Name Title
APPROVED AS TO FORM:

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

BY: ____________________________
JOE F. RODRIGUEZ, Risk Manager
Federal ID # ___________
DocuSign Envelope ID: C34F299E-6B72-48A3-9FA6-75CF18EEBDB6 Grover Landscape Services, Inc.

Mark Grover President
80-0507137
10/10/2022
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EXHBIT D - 3RD AMENDMENT - SITE LIST FOR GROVER LANDSCAPING AGREEMENT #108650 FUND SITE NO. NAME Planters Sq Ft Turf Sq Ft Acreage 3rd Amendment Monthly Cost Annual CostGeneral Fund (0100) P-001 Alberta Martone Tot-Lot 0.50 $309.27 $3,711.24General Fund (0100) P-002 Aqueduct 5.14 $1,136.60 $13,639.20General Fund (0100) P-003 Ashby 0.76 $276.42 $3,317.04General Fund (0100) P-004 Beardbrook - - -General Fund (0100) P-005 Beyer 20.00 $4,287.42 $51,449.04General Fund (0100) P-006 Brookway 0.70 $254.60 $3,055.20General Fund (0100) P-007 Chabot Court 0.10 $61.85 $742.20General Fund (0100) P-008 Chavez 6.03 $1,226.84 $14,722.08General Fund (0100) P-009 Chrysler 99 6.13 $1,355.51 $16,266.12General Fund (0100) P-010 Chrysler 6.64 $1,468.29 $17,619.48General Fund (0100) P-011 Coleman F. Brown 5.23 $1,209.50 $14,514.00General Fund (0100) P-012 Creekwood 5.00 $1,219.36 $14,632.32General Fund (0100) P-013 Davis 17.50 $3,367.62 $40,411.44General Fund (0100) P-014 Downey & Annex 21.00 $4,508.89 $54,106.68General Fund (0100) P-015 E. La Loma 16.20 $3,455.84 $41,470.08General Fund (0100) P-016 Eisenhut 5.37 $1,187.46 $14,249.52General Fund (0100) P-017 Elk 1.15 $251.88 $3,022.56General Fund (0100) P-018 Everett 4.57 $1,010.56 $12,126.72General Fund (0100) P-019 Fairway Soccer 7.22 $1,468.95 $17,627.40General Fund (0100) P-020 Floyd #2 (Brewer Rose) 9.16 $2,349.37 $28,192.44General Fund (0100) P-021 Garrison 6.21 $1,195.02 $14,340.24General Fund (0100) P-022 Gateway Village (City Gate) 1.20 $436.47 $5,237.64General Fund (0100) P-023 Graceada 8.96 $1,962.47 $23,549.64General Fund (0100) P-024 Grogan Community (Soccer) 39.00 $5,562.84 $66,754.08General Fund (0100) P-025 Hetch-Hetchy Bike Path 33.00 $843.41 $10,120.92General Fund (0100) P-026 John Muir 2.94 $1,069.34 $12,832.08General Fund (0100) P-027 Kewin 8.80 $1,877.24 $22,526.88General Fund (0100) P-028 Lakewood 4.98 $1,057.47 $12,689.64General Fund (0100) P-029 Mark Twain 7.58 $1,809.33 $21,711.96General Fund (0100) P-030 McKinney Colony 5.30 $1,160.84 $13,930.08General Fund (0100) P-031 Mellis 9.21 $1,873.83 $22,485.96General Fund (0100) P-032 MID Lateral #2 1.78 $434.09 $5,209.08General Fund (0100) P-033 Mildred Perkins 6.12 $1,340.43 $16,085.16General Fund (0100) P-034 Monterosso 0.38 $400.80 $4,809.60

PARKS, RIGHT-OF-WAYS, AND STREETSCAPES SITES
Grover #108650, Amended Site List P.1 of 8
DocuSign Envelope ID: C34F299E-6B72-48A3-9FA6-75CF18EEBDB6 #4..
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General Fund (0100) P-035 Moran 2.77 $590.90 $7,090.80
General Fund (0100) P-036 Muncy 3.40 $751.83 $9,021.96General Fund (0100) P-037 Orchard 11.00 $2,361.80 $28,341.60General Fund (0100) P-038 George Rogers 3.27 $697.57 $8,370.84General Fund (0100) P-039 Patricia Lane 0.27 $167.01 $2,004.12General Fund (0100) P-040 Pierre 0.54 $334.01 $4,008.12General Fund (0100) P-041 Pike 6.23 $1,198.88 $14,386.56General Fund (0100) P-042 Ralston Tower 0.75 $272.80 $3,273.60General Fund (0100) P-043 Revard 3.59 $762.31 $9,147.72General Fund (0100) P-044 Riverside 12.00 $2,926.47 $35,117.64General Fund (0100) P-045 Robertson Road 6.74 $1,371.29 $16,455.48General Fund (0100) P-046 Roosevelt 8.54 $1,643.40 $19,720.80General Fund (0100) P-047 Rose 4.56 $979.07 $11,748.84General Fund (0100) P-048 Sharp 5.93 $1,415.47 $16,985.64General Fund (0100) P-049 Sherwood 6.21 $1,318.66 $15,823.92General Fund (0100) P-050 Sipherd 5.36 $1,138.16 $13,657.92General Fund (0100) P-051 Sonoma 4.99 $1,059.59 $12,715.08General Fund (0100) P-052 Stockard Coffee 4.72 $1,011.84 $12,142.08General Fund (0100) P-053 Sutter 3.82 $811.15 $9,733.80General Fund (0100) P-054 Sylvan 5.22 $1,119.01 $13,428.12General Fund (0100) P-055 T.B. Scott 2.60 $554.64 $6,655.68General Fund (0100) P-056 Eliminated - - -General Fund (0100) P-057 Thurman Soccer 4.19 $852.47 $10,229.64General Fund (0100) P-058 Virginia Corridor Phase 2 7.94 $397.99 $4,775.88General Fund (0100) P-059 Virginia Corridor Phase 3 1.12 $1,942.59 $23,311.08General Fund (0100) P-060 Virginia Corridor Phase 4 5.06 $625.42 $7,505.04General Fund (0100) P-061 Virginia Corridor Phase 5 1.52 $1,705.69 $20,468.28General Fund (0100) P-062 Virginia Corridor Phase 6 3.91 $2,842.82 $34,113.84General Fund (0100) P-063 Whitmore 5.33 $1,025.68 $12,308.16General Fund (0100) P-064 Woodrow 4.93 $948.71 $11,384.52General Fund (0100) P-065 Lyon's Junction (Coldwell to Morris) $426.04 $5,112.48General Fund (0100) P-066 Salas Island (Scenic/Burney) $66.95 $803.40General Fund (0100) P-067 X-mas Tree Park (Burney) $188.67 $2,264.04General Fund (0100) P-068 Enslen $2,428.41 $29,140.92General Fund (0100) P-069 Marshall $1,795.44 $21,545.28General Fund (0100) P-070 Moose - -General Fund (0100) P-071 Standiford $1,399.83 $16,797.96General Fund (0100) P-072 Wesson Ranch $2,769.24 $33,230.88 Grover #108650, Amended Site List P.2 of 8
DocuSign Envelope ID: C34F299E-6B72-48A3-9FA6-75CF18EEBDB6 #4..
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General Fund (0100) P-073 99/Pelandale Weed Program $547.76 $6,573.12 General Fund (0100) P-074 99/Pelandale Trash Program $286.05 $3,432.60General Fund (0100) P-075 Beardbrook Dog Park $729.64 $8,755.68General Fund (0100) P-076 Myrtle at Harvard Planter $198.73 $2,384.76General Fund (0100) ROW-001 Bluegum EB, Poust to Rosemore Wall - 7,539 $164.90 $1,978.80General Fund (0100) ROW-002 Bluegum EB, Morse to Poust Wall - 2,445 $53.49 $641.88General Fund (0100) ROW-003 Bluegum WE, Poust to Morse Wall - 1,350 $29.53 $354.36General Fund (0100) ROW-004 Bluegum Medians (3) - 5,390 $117.90 $1,414.80General Fund (0100) ROW-005 Briggsmore Sunrise Av - 10,500 $229.67 $2,756.04General Fund (0100) ROW-006 FoodMax Planter 12,000 - $100.20 $1,202.40General Fund (0100) ROW-007 Krispy Crème Planter - 43,275 $946.57 $11,358.84General Fund (0100) ROW-008 Winning Street Closure - 135 $9.74 $116.88General Fund (0100) ROW-009 Bronson Street Closure - 900 $9.74 $116.88General Fund (0100) ROW-010 Carlton Street Closure - 180 $9.74 $116.88General Fund (0100) ROW-011 Briggsmore Fence/Wall - 39,300 $859.62 $10,315.44General Fund (0100) ROW-012 Calle De Rosa Street Closure - 330 $9.74 $116.88General Fund (0100) ROW-013 Elmhurst Street Closure - 1,296 $9.74 $116.88General Fund (0100) ROW-014 Carpenter/Houser Wall - 2,155 $47.13 $565.56General Fund (0100) ROW-015 Carpenter/Elm Wall - 1,010 $22.09 $265.08General Fund (0100) ROW-016 Carpenter Rd Medians - 6,778 $148.26 $1,779.12General Fund (0100) ROW-017 Claus NB Orangeburg to Parker - 8,725 $213.02 $2,556.24General Fund (0100) ROW-018 Claus Rd/Yosem.Wall; Duplicate (DC-002) - - - -General Fund (0100) ROW-019 Cummins Dr at Carpenter - 192 $4.20 $50.40General Fund (0100) ROW-020 Cummins Dr at Bluegum - 1,929 $42.19 $506.28General Fund (0100) ROW-021 Hatch EB - 75,891 $1,659.98 $19,919.76General Fund (0100) ROW-022 Hatch WB - 31,890 $697.54 $8,370.48General Fund (0100) ROW-023 I Street Medians - 4,000 $87.50 $1,050.00General Fund (0100) ROW-024 I Street E/side - 950 $20.78 $249.36General Fund (0100) ROW-025 I Street W/side - 950 $20.78 $249.36General Fund (0100) ROW-026 Kansas Wall - 3,245 $70.98 $851.76General Fund (0100) ROW-027 Lakewood SB, Orangeburg to Middleborro - 1,500 $32.80 $393.60General Fund (0100) ROW-028 Lakewood Wall - 1,325 $28.98 $347.76General Fund (0100) ROW-029 Lincoln Wall, north - 1,905 $41.67 $500.04General Fund (0100) ROW-030 Lincoln Wall, south - 3,715 $81.26 $975.12General Fund (0100) ROW-031 Morse Wall 8ft. Sidewalk - 49,940 $1,092.34 $13,108.08General Fund (0100) ROW-032 Muriel Street Closure - 96 $9.74 $116.88General Fund (0100) ROW-033 Oakdale Wall - 6,300 $137.80 $1,653.60General Fund (0100) ROW-034 Paradise Wall - 13,000 $284.35 $3,412.20 Grover #108650, Amended Site List P.3 of 8
DocuSign Envelope ID: C34F299E-6B72-48A3-9FA6-75CF18EEBDB6 #4..
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General Fund (0100) ROW-035 Parker/Boyette Wall - 4,000 $87.50 $1,050.00 General Fund (0100) ROW-036 Prescott/Vernon Wall - 9,345 $204.40 $2,452.80General Fund (0100) ROW-037 Prescott Wall - 7,580 $165.80 $1,989.60General Fund (0100) ROW-038 Sandburg Street Closure - 58 $9.74 $116.88General Fund (0100) ROW-039 Scenic/Brighton Wall - 225 $4.92 $59.04General Fund (0100) ROW-040 Scenic Wall - 16,000 $349.97 $4,199.64General Fund (0100) ROW-041 Scenic WB, Springcreek to Cedarbrook - 1,285 $28.11 $337.32General Fund (0100) ROW-042 Sisk – Target Ctr. (Ethan Allen) Median - 4,555 $99.63 $1,195.56General Fund (0100) ROW-043 Sisk – Target Ctr. (Ethan Allen) Wall - 12,352 $270.18 $3,242.16General Fund (0100) ROW-044 Standiford Medians – Dale to Prescott - 540 $11.81 $141.72General Fund (0100) ROW-045 Standiford – Landscaped Medians (3) - 40,200 $879.30 $10,551.60General Fund (0100) ROW-046 Standiford Av, WB - 1,465 $32.05 $384.60General Fund (0100) ROW-047 Sylvan Av, EB - 15,893 $347.63 $4,171.56General Fund (0100) ROW-048 Sylvan Av, WB - 11,090 $242.57 $2,910.84General Fund (0100) ROW-049 Tennyson Street Closure - 425 $9.74 $116.88General Fund (0100) ROW-050 Whitmore WB - 5,272 $115.31 $1,383.72General Fund (0100) ROW-051 Briggsmore & Rose - 11,300 $247.16 $2,965.92General Fund (0100) ROW-052 Senior Citizen Center 1,922 8,563 $928.80 $11,145.60General Fund (0100) ROW-053 Scenic Bend - 13,000 $284.35 $3,412.20General Fund (0100) ROW-054 El Rio Median - 5,000 $109.37 $1,312.44General Fund (0100) ROW-055 La Loma Roundabout [Corrected] - 5,531 $286.05 $3,432.60General Fund (0100) ROW-056 Santa Barbara Point 11,750 - $166.85 $2,002.20General Fund (0100) ROW-057 Sunrise and Bodem Point - 22,801 $330.02 $3,960.24General Fund (0100) ROW-058 La Loma Point - 8,400 $119.28 $1,431.36General Fund (0100) ROW-059 Needham / L / 14th 2,100 705 $378.37 $4,540.44General Fund (0100) ROW-060 Needham & 13th - 360 $48.56 $582.72General Fund (0100) ROW-061 Needham & 14th - 450 $60.70 $728.40General Fund (0100) ROW-062 Needham & K 2,925 785 $500.43 $6,005.16General Fund (0100) ROW-063 Paradise & Tuolumne 2,611 - $37.08 $444.96General Fund (0100) ROW-064 3rd & Washington NEAT - 1,220 $17.32 $207.84General Fund (0100) ROW-065 Roselle Wall, Floyd to Briggsmore W. $1,673.71 $20,084.52General Fund (0100) ROW-066 Pelandale Wall, Entry/Costco to Honeycreek S. $2,130.18 $25,562.16General Fund (0100) ROW-067 Briggsmore Rose Garden S., Tully x College $912.93 $10,955.16General Fund (0100) ROW-068 10th St. Planters between I and J Streets $517.33 $6,207.96General Fund (0100) SR-076 Kansas Overpass - 31,000 $1,355.71 $16,268.52General Fund (0100) SR-077 Bowen Roundabouts - 600 $19.21 $230.52General Fund (0100) SR-078 Briggsmore Overpass NW - 10,000 $437.32 $5,247.84General Fund (0100) SR-079 Briggsmore Overpass SW - 6,800 $297.39 $3,568.68 Grover #108650, Amended Site List P.4 of 8
DocuSign Envelope ID: C34F299E-6B72-48A3-9FA6-75CF18EEBDB6 #4..
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General Fund (0100) SR-080 Briggsmore Orangeburg SE - 8,000 $349.86 $4,198.32 General Fund (0100) SR-081 Encina Medians - 1,000 $24.31 $291.72 Total for Park Operations (General Fund): $116,478.72 $1,397,744.64 FUND SITE NO. NAME Planters Sq Ft Turf Sq Ft Acreage 3rd Amendment Monthly Cost Annual CostJPA-TRRP (6700) TRRP-01 Bellenita Park 154,276 - $720.57 $8,646.84JPA-TRRP (6700) TRRP-02 Legion Park 339,768 - $845.86 $10,150.32JPA-TRRP (6700) TRRP-03 Legion Hall 3,900 4,700 $42.82 $513.84JPA-TRRP (6700) TRRP-04 Mancini Park 478,100 1,710 $2,389.00 $28,668.00JPA-TRRP (6700) TRRP-05 Tuolumne Regional Park 544,500 29,266 $2,856.82 $34,281.84JPA-TRRP (6700) TRRP-06 Gateway Weed Ctrl- Spring, Summer, Fall/Wtr $298.23 $3,578.76JPA-TRRP (6700) TRRP-07 Legion Park $1,643.28 $19,719.36JPA-TRRP (6700) TRRP-08 Hillside Drive & Tioga Weed Program $298.23 $3,578.76 Total for Tuolumne River Regional Park (TRRP Fund): $9,094.81 $109,137.72 FUND SITE NO. NAME Planters Sq Ft Turf Sq Ft Acreage 3rd Amendment Monthly Cost Annual CostCFD Funds (3270) CFD-001 Twin Ponds – South Basin 6,300 - $136.29 $1,635.48CFD Funds (3270) CFD-002 Twin Ponds – North Basin 35,170 - $760.84 $9,130.08CFD Funds (3270) CFD-003 Pelandale to Snyder Redwood Planter 2,640 - $57.12 $685.44CFD Funds (3270) CFD-004 Pelandale to Snyder Landscape Wall 6,457 - $139.69 $1,676.28CFD Funds (3270) CFD-005 Pelandale Wall, North Point to Prescott 2,905 - $62.84 $754.08CFD Funds (3270) CFD-006 Carver/Bangs 21,106 14,256 $764.99 $9,179.88CFD Funds (3270) CFD-007 Carver/Bangs 2,795 125 $63.17 $758.04CFD Funds (3270) CFD-008 Carver/Bangs 21,762 - $465.85 $5,590.20CFD Funds (3270) CFD-009 Pelandale-Snyder/Carver Bangs 2,550 - $55.16 $661.92CFD Funds (3270) CFD-010 Pelandale-Snyder/Carver Bangs 5,685 - $122.99 $1,475.88CFD Funds (3270) CFD-011 Chateau Provence 21,035 24,705 $989.50 $11,874.00CFD Funds (3265) CFD-012 Costco Medians 8,440 - $182.58 $2,190.96CFD Funds (3265) CFD-013 Chapman Medians 2,240 - $48.46 $581.52CFD Funds (3200/3290) CFD-014 Ustach Basin 318,820 32,615 $2,562.81 $30,753.72CFD Funds (3200/3290) CFD-015 Ustach Park 323,026 48,545 $2,709.64 $32,515.68CFD Funds (3200/3290) CFD-016 Wild Flower 19,320 12,054 $1,008.25 $12,099.00CFD Funds (3200/3290) CFD-017 Symphony Park 18,000 10,920 $726.50 $8,718.00CFD Funds (3200/3290) CFD-018 Silverado 24,297 30,190 $1,368.77 $16,425.24CFD Funds (3200/3290) CFD-019 Fairmont Point II 24,276 28,300 $1,320.77 $15,849.24CFD Funds (3200/3290) CFD-020 Atherton Place 27,834 37,620 $1,434.85 $17,218.20

TUOLUMNE RIVER REGIONAL PARK (TRRP) SITES
COMMUNITY FACILITIES DISTRICTS (CFD) & DRY CREEK ASSESMENT DISTRICTS 1&2 Grover #108650, Amended Site List P.5 of 8
DocuSign Envelope ID: C34F299E-6B72-48A3-9FA6-75CF18EEBDB6 #4..
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CFD Funds (3200/3290) CFD-021 Village Highlands 4-5 23,620 16,100 $870.72 $10,448.64 CFD Funds (3200/3290) CFD-022 Village Highlands 6 (Roundabout) 70 - $6.10 $73.20CFD Funds (3200/3290) CFD-023 Village Highlands 6 42,200 2,954 $727.21 $8,726.52CFD Funds (3200/3290) CFD-024 Windmere (2-Roundabouts, 1-Median) 12,036 24,500 $588.41 $7,060.92CFD Funds (3200/3290) CFD-025 Fernwood 2,3 14,700 9,800 $615.47 $7,385.64CFD Funds (3200/3290) CFD-026 Legends 10,500 9,800 $326.93 $3,923.16CFD Funds (3200/3290) CFD-027 Legends (Roundabout) Incl. - - -CFD Funds (3200/3290) CFD-028 Millbrook 13,900 1,200 $361.57 $4,338.84CFD Funds (3200/3290) CFD-029 Lawsons Twenty 9,420 6,090 $371.39 $4,456.68CFD Funds (3200/3290) CFD-030 Legends Village 4-5 6,750 6,500 $213.39 $2,560.68CFD Funds (3200/3290) CFD-031 Olympic Park 4 3,400 2,500 $141.28 $1,695.36CFD Funds (3200/3290) CFD-032 Davante Villas plus Roundabout 23,025 14,925 $908.71 $10,904.52CFD Funds (3200/3290) CFD-033 Davante Villas 7,500 - $179.58 $2,154.96CFD Funds (3200/3290) CFD-034 Charleston Place (Center Court) 22,000 - $526.79 $6,321.48CFD Funds (3200/3290) CFD-035 Roselle Median Strip (Center Ct.) 13,500 7,900 $512.41 $6,148.92CFD Funds (3200/3290) CFD-036 Renaissance 100 - $6.10 $73.20CFD Funds (3200/3290) CFD-037 Bellhabour Streetscape V-1 2,300 3,500 $138.88 $1,666.56CFD Funds (3200/3290) CFD-038 Fine Ave. Streetscape V-1 5,000 8,700 $344.16 $4,129.92CFD Funds (3200/3290) CFD-039 Sienna (Sequoia Estates) 6,000 6,000 $287.34 $3,448.08CFD Funds (3200/3290) CFD-040 Palisades (Sierra View) 3,600 6,000 $229.87 $2,758.44CFD Funds (3200/3290) CFD-041 Nottingham (Bradley Estates) 3,600 6,000 $229.87 $2,758.44CFD Funds (3200/3290) CFD-042 Adriana 2,000 4,000 $96.63 $1,159.56CFD Funds (3200/3290) CFD-043 SSP, Lot 400 - $12.21 $146.52CFD Funds (3200/3290) CFD-044 2500 Sylvan/Terrazo 5,300 4,300 $241.17 $2,894.04CFD Funds (3200/3290) CFD-045 Bellharbour & Addition 3,900 6,700 $253.83 $3,045.96CFD Funds (3200/3290) CFD-046 Brooks Landing – Turf Strip 1,200 - $28.73 $344.76CFD Funds (3200/3290) CFD-047 Burkshire Estates/Burkshire II 9,000 1,200 $244.24 $2,930.88CFD Funds (3200/3290) CFD-048 Caden 8,500 - $273.16 $3,277.92CFD Funds (3200/3290) CFD-049 Cambrooke Estates 2,500 - $62.82 $753.84CFD Funds (3200/3290) CFD-050 Central Basin-Merle L/S Wall 2,265 1,400 $87.76 $1,053.12CFD Funds (3200/3290) CFD-051 Dermond 11,700 15,000 $639.33 $7,671.96CFD Funds (3200/3290) CFD-052 Enochs Medians/Overpass 35,000 - $767.25 $9,207.00CFD Funds (3200/3290) CFD-053 Falling Leaf 2,600 5,700 $133.67 $1,604.04CFD Funds (3200/3290) CFD-054 Floyd Shrubs 42,000 - $676.41 $8,116.92CFD Funds (3200/3290) CFD-055 Floyd / Fine Streetscape 25,500 27,000 $845.52 $10,146.24CFD Funds (3200/3290) CFD-056 Floyd / Fine to Roselle 65,980 51,325 $2,081.01 $24,972.12CFD Funds (3200/3290) CFD-057 Floyd from Roselle to Oakdale 73,375 36,000 $3,184.96 $38,219.52CFD Funds (3200/3290) CFD-058 Freedom Park 211,000 16,051 $1,938.55 $23,262.60 Grover #108650, Amended Site List P.6 of 8
DocuSign Envelope ID: C34F299E-6B72-48A3-9FA6-75CF18EEBDB6 #4..
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CFD Funds (3200/3290) CFD-059 Graham Estates 3,500 - $112.48 $1,349.76 CFD Funds (3200/3290) CFD-060 Hillglen/Caden 18,000 - $578.34 $6,940.08CFD Funds (3200/3290) CFD-061 La Force 22,100 42,575 $2,270.27 $27,243.24CFD Funds (3200/3290) CFD-062 Lincoln Oak Streetscape 17,000 9,500 $725.20 $8,702.40CFD Funds (3200/3290) CFD-063 Merle Addition 1,500 - $35.91 $430.92CFD Funds (3200/3290) CFD-064 Merle Roundabout 300 - $12.21 $146.52CFD Funds (3200/3290) CFD-065 Orchard Park 3,400 6,000 $302.08 $3,624.96CFD Funds (3200/3290) CFD-066 Pinnacles Sunrise Subdivision 17,000 17,500 $756.30 $9,075.60CFD Funds (3200/3290) CFD-067 Roselle Lawn/Floyd Roundabout 18,000 35,000 $1,161.86 $13,942.32CFD Funds (3200/3290) CFD-068 Roselle/Kodiak/Lincoln Oak 28,000 23,000 $1,395.66 $16,747.92CFD Funds (3200/3290) CFD-069 Sanders Park 202,800 58,400 $2,187.58 $26,250.96CFD Funds (3200/3290) CFD-070 Sharon Extension 2,200 - $55.28 $663.36CFD Funds (3200/3290) CFD-071 Temescal 11,200 4,000 $415.96 $4,991.52CFD Funds (3200/3290) CFD-072 Thomas Terrace Wall/LS 1,225 450 $91.57 $1,098.84CFD Funds (3240) CFD-073 Hatch Wall & Rancho Encantado 38,500 - $785.92 $9,431.04CFD Funds (3240) CFD-074 Rancho Encantado Bike Path 37,000 15,000 $1,174.61 $14,095.32CFD Funds (3240) CFD-075 Fairview Park 167,223 15,000 $1,328.85 $15,946.20CFD Funds (3275) CFD-076 Coffee Claratina Park 260,203 50,558 $2,548.99 $30,587.88CFD Funds (3275) CFD-077 Claratina/Lifescape Wall 112 - $61.05 $732.60CFD Funds (3260) CFD-078 Enterprise Business Park/Wall 2,875 - $213.89 $2,566.68CFD Funds (3235) CFD-079 Rose Villas Park Basin - $4,145.09 $49,741.08CFD Funds (3200/3290) CFD-080 Sylvan/Litt (New Section) - $2,899.73 $34,796.76CFD Funds (3210) CFD-081 Kaiser Business Park-West - $1,922.98 $23,075.76CFD Funds (3212) CFD-082 Healthcare Way Ext. (ES of Dale) - $970.65 $11,647.80CFD Funds (3200/3290) CFD-083 Roselle between Kodiak & Hillglen - $4,059.63 $48,715.56CFD Funds (3200/3290) CFD-084 Lincoln Oak Shrub Addition - $793.61 $9,523.32CFD Funds (3212) CFD-085 Kaiser Business Park-East $995.07 $11,940.84CFD Funds (3215) CFD-086 Vintage $2,625.02 $31,500.24CFD Funds (3200/3290) CFD-087 Roselle - Hillglen Expansion $928.20 $11,138.40CFD Funds CFD-088 Chandon Drive $554.54 $6,654.48LMAD Funds (6480) DC-001 Claus Wall (LMAD#1) 2,850 - $109.66 $1,315.92LMAD Funds (6490) DC-002 Creekwood Wall – Yosemite (LMAD#2) 15,800 - $231.24 $2,774.88LMAD Funds (6490) DC-003 Creekwood Wall – Claus (LMAD#2) 17,224 - $251.51 $3,018.12LMAD Funds (6480) DC-004 Creekwood Medians (LMAD#1) 1,575 - $60.61 $727.32LMAD Funds (6480) DC-005 Claus Rd Overpass at Creekwood (LMAD#1) 17,230 - $663.02 $7,956.24LMAD Funds (6490) DC-006 Claus Rd Wall (LMAD#2) 38,046 - $556.66 $6,679.92LMAD Funds (6490) DC-007 Yosemite Wall (LMAD#2) 360 - $5.27 $63.24LMAD Funds (6480) DC-008 756 Codington (Shrub Area) Wall (LMAD#1) 444 - $17.08 $204.96 Grover #108650, Amended Site List P.7 of 8
DocuSign Envelope ID: C34F299E-6B72-48A3-9FA6-75CF18EEBDB6 #4..
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Total for CFD/LMAD Funds: $72,138.08 $865,656.96
FUND SITE NO. NAME Planters Sq Ft Turf Sq Ft Acreage 3rd Amendment Monthly Cost Annual CostGeneral Fund (0100) PD-001 Old Police Department Parking Lot 400 - $24.31 $291.72General Fund (0100) PD-002 New PD Parking Lot 800 - $48.63 $583.56General Fund (0100) PD-003 New PD Planters 3,839 - $233.35 $2,800.20General Fund (0100) BS-001 McClure Country Place 15,000 20,000 $196.51 $2,358.12General Fund (0100) LOT-012 McHenry Museum 2,340 3,000 $157.07 $1,884.84General Fund (0100) LOT-012 McHenry Mansion 10,300 8,800 $561.81 $6,741.72General Fund (0100) P-079 Gallo Memorial Park (McClatchy Square) 2,861 3,820 $1,029.50 $12,354.00ComCenter Fund (4700) LOT-A-101 Modesto Centre Plaza Lot $967.71 $11,612.52Parking Fund (4000) G-001 11th St. Garage - -Parking Fund (4000) G-002 9th St. Garage 4,200 - $255.29 $3,063.48Parking Fund (4000) LOT-001 Centre Plaza Surface Lot 3,121 895 $244.11 $2,929.32Parking Fund (4000) LOT-002 Library Parking Lot 2,857 - $173.66 $2,083.92Parking Fund (4000) LOT-003 McDonalds Parking Lot 3,239 - $196.88 $2,362.56Parking Fund (4000) LOT-004 9th & I Parking Lot 338 - $20.55 $246.60Parking Fund (4000) LOT-005 Centre Plaza Parking Lot 925 - $56.22 $674.64Parking Fund (4000) LOT-006 10th & H St. lot - -Fleet Mgmt Fund (4540) BMF Bus Maintenance Facility $699.92 $8,399.04Bldg Svcs Fund (5800) TS-001 Transportation Center 18,399 - -Bldg Svcs Fund (5800) TS-002 Amtrak Station 19,000 - -Bldg Svcs Fund (5800) TS-003 Amtrak Parking Lot Expansion - - Total for Miscellaneous City & Enterprise Sites: $4,865.52 $58,386.24 Annual Cost
TOTAL FOR LANDSCAPING SERVICES: $2,430,926
TOTAL FOR EXTRA SERVICES/IRRIGATION REPAIR WORK: $232,803 ANNUAL TOTAL FOR LANDSCAPING SERVICES AND EXTRA SERVICES/IRRIGATION REPAIR WORK: $2,663,728 SIX MONTH EXTENSION TOTAL FOR LANDSCAPING SERVICES AND EXTRA SERVICES/IRRIGATION REPAIR WORK: $1,331,868 CURRENT AGREEMENT TOTAL FOR SIX (6) YEARS: $13,042,247
GRAND TOTAL OF LANDSCAPE AGREEMENT FOR SIX YEARS AND SIX MONTHS: $14,374,115

MISCELLANEOUS CITY & ENTERPRISE SITES
Grover #108650, Amended Site List P.8 of 8
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1 FOURTH AMENDMENT TO AGREEMENT
THIS FOURTH AMENDMENT to the AGREEMENT (“FOURTH AMENDMENT”), made and entered into in the City of Modesto, County of Stanislaus, State of California, this _____ day of , 2023, by and between the CITY OF MODESTO, a municipal corporation of the State of California ("CITY") and GROVER LANDSCAPE SERVICES, INC., Modesto, CA, hereinafter collectively referred to as "CONTRACTOR".

This FOURTH AMENDMENT to AGREEMENT is made with reference to the following recitals:

A. An Agreement (“AGREEMENT”) was entered into by and between CITY and CONTRACTOR on the 25th day of October 2016 to provide landscape services to parks, right-ofway areas and medians, Community Facilities Districts and Enterprise Fund sites.

B. A First Amendment to Agreement was entered into by and between CITY and CONTRACTOR on the 5th day of February 2019 which increased compensation paid for the additional scope of services identified in the amendment and set budget limits for service level increases, irrigation repairs and miscellaneous repair work, and unanticipated repairs/extra work.

C. A Second Amendment to Agreement was entered into by and between the CITY and CONTRACTOR on the 4th day of May 2021 to amend the provisions of the AGREEMENT to remove budget thresholds, to increase the compensation paid for services, and, to extend the agreement for one (1) additional year to October 24, 2022, to allow enough time to prepare a Request for Proposals for Landscape Maintenance services.

D. A Third Amendment to Agreement was entered into by and between the CITY and CONTRACTOR on the 4th day of October 2022 to extend the agreement for six (6) additional months through April 24, 2023, to allow additional time for staff to complete research of recent #4..
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2 Request for Proposals that resulted in significant price increases to service agreements.

E. The CITY found three nearby municipalities with recently completed landscaping bids whose increases ranged from 22 percent to 66 percent. At 19 percent, the CONTRACTOR’S increase is lower than the lowest bid found.

F. As such, the City’s Finance Director recommends extending the current agreement with the CONTRACTOR for these services.

G. The CITY wishes to extend the agreement for three and a half (3.5) additional years through October 24, 2026, to execute the extension provided in section 3 “Term of Contract” of the original agreement.

H. The CITY estimates that an additional $10.1 million will be needed to ensure sufficient landscape services through the extension of the AGREEMENT, dated October 24, 2026.

I. CITY AND CONTRACTOR desire to amend the provisions of the AGREEMENT to increase the compensation paid for services identified in the AGREEMENT.

J. CITY AND CONTRACTOR desire to amend the provisions of the AGREEMENT to extend the agreement for three and a half (3.5) additional years to October 24, 2026.

K. All other provisions of the AGREEMENT shall remain in effect.

NOW, THEREFORE, the parties hereto mutually agree to the following:

1. Paragraph (g), Section 1 “SCOPE OF WORK shall be deleted in its entirety and amended to read as follows:
“1. SCOPE OF WORK
g. CONTRACTOR shall furnish all the landscaping work attached hereto as Exhibit “D” for a total contracted amount not to exceed $24,515,624 over the term of the AGREEMENT.

2. Paragraphs (1) and (2) of Section 3 “TERM OF CONTRACT” shall be deleted in its #4..
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3 entirety and amended to read as follows:
“3. TERM OF CONTRACT
The term of the contract shall be for a period of seven (7) years, with three (3) one-year extension options.

Initial Term: Notice to proceed through October 24, 2023 Year 8: October 25, 2023 through October 24, 2024
Year 9: October 25, 2024 through October 24, 2025
Year 10: October 25, 2025 through October 24, 2026.

This Agreement may be renewed for three (3) additional one-year terms by mutual, written agreement of the parties. Such renewal shall be in written form. Price increases for subsequent contract years eight (8) through ten (10) shall not exceed the Western Urban Consumer Price Index in any one contract year and shall be negotiated through the Purchasing Division. Request for price increases shall be submitted by CONTRACTOR in writing, sixty (60) days prior to the annual anniversary date of the contract to be effective for the subsequent year. Price adjustments for diesel fuel fluctuations may be considered. A thirty (30) day written notice is required for consideration.

Any price adjustment shall be negotiated through the Purchasing Division and approved at the sole discretion of the City. The index used to determine price adjustments on diesel fuel shall come from the Energy Information Administration.”

3. Except as modified and amended by this FOURTH AMENDMENT to AGREEMENT, all other provisions of the AGREEMENT shall remain unchanged and in full force and effect.” #4..
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4 IN WITNESS WHEREOF, the CITY, a Municipal Corporation, has authorized the execution of this FOURTH AMENDMENT to AGREEMENT in duplicate by its City Manager and attestation by its City Clerk (under authority of Resolution No. , adopted by the Council of the City of Modesto) on the ___ day of ___________, 2023, and GROVER LANDSCAPE SERVICES, INC., has caused this Fourth Amendment to Agreement to be duly executed. #4..
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EXHBIT D - 4TH AMENDMENT - SITE LIST FOR GROVER LANDSCAPING AGREEMENT #108650 FUND SITE NO. NAME Planters Sq Ft Turf Sq Ft Acreage 4th Amendment Monthly Cost Annual Cost General Fund (0100) P-001 Alberta Martone Tot-Lot 0.50 $309.27 $3,711.24 General Fund (0100) P-002 Aqueduct 5.14 $1,136.60 $13,639.20General Fund (0100) P-003 Ashby 0.76 $276.42 $3,317.04General Fund (0100) P-004 Beardbrook - - -General Fund (0100) P-005 Beyer 20.00 $4,287.42 $51,449.04General Fund (0100) P-006 Brookway 0.70 $254.60 $3,055.20General Fund (0100) P-007 Chabot Court 0.10 $61.85 $742.20General Fund (0100) P-008 Chavez 6.03 $1,226.84 $14,722.08General Fund (0100) P-009 Chrysler 99 6.13 $1,355.51 $16,266.12General Fund (0100) P-010 Chrysler 6.64 $1,468.29 $17,619.48General Fund (0100) P-011 Coleman F. Brown 5.23 $1,209.50 $14,514.00General Fund (0100) P-012 Creekwood 5.00 $1,219.36 $14,632.32General Fund (0100) P-013 Davis 17.50 $3,367.62 $40,411.44General Fund (0100) P-014 Downey & Annex 21.00 $4,508.89 $54,106.68General Fund (0100) P-015 E. La Loma 16.20 $3,455.84 $41,470.08General Fund (0100) P-016 Eisenhut 5.37 $1,187.46 $14,249.52General Fund (0100) P-017 Elk 1.15 $251.88 $3,022.56General Fund (0100) P-018 Everett 4.57 $1,010.56 $12,126.72General Fund (0100) P-019 Fairway Soccer 7.22 $1,468.95 $17,627.40General Fund (0100) P-020 Floyd #2 (Brewer Rose) 9.16 $2,349.37 $28,192.44General Fund (0100) P-021 Garrison 6.21 $1,195.02 $14,340.24General Fund (0100) P-022 Gateway Village (City Gate) 1.20 $436.47 $5,237.64General Fund (0100) P-023 Graceada 8.96 $1,962.47 $23,549.64General Fund (0100) P-024 Grogan Community (Soccer) 39.00 $5,562.84 $66,754.08General Fund (0100) P-025 Hetch-Hetchy Bike Path 33.00 $843.41 $10,120.92General Fund (0100) P-026 John Muir 2.94 $1,069.34 $12,832.08General Fund (0100) P-027 Kewin 8.80 $1,877.24 $22,526.88General Fund (0100) P-028 Lakewood 4.98 $1,057.47 $12,689.64General Fund (0100) P-029 Mark Twain 7.58 $1,809.33 $21,711.96General Fund (0100) P-030 McKinney Colony 5.30 $1,160.84 $13,930.08General Fund (0100) P-031 Mellis 9.21 $1,873.83 $22,485.96General Fund (0100) P-032 MID Lateral #2 1.78 $434.09 $5,209.08General Fund (0100) P-033 Mildred Perkins 6.12 $1,340.43 $16,085.16General Fund (0100) P-034 Monterosso 0.38 $400.80 $4,809.60

PARKS, RIGHT-OF-WAYS, AND STREETSCAPES SITES
Grover #108650, Amended Site List P.1 of 8
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General Fund (0100) P-035 Moran 2.77 $590.90 $7,090.80
General Fund (0100) P-036 Muncy 3.40 $751.83 $9,021.96General Fund (0100) P-037 Orchard 11.00 $2,361.80 $28,341.60General Fund (0100) P-038 George Rogers 3.27 $697.57 $8,370.84General Fund (0100) P-039 Patricia Lane 0.27 $167.01 $2,004.12General Fund (0100) P-040 Pierre 0.54 $334.01 $4,008.12General Fund (0100) P-041 Pike 6.23 $1,198.88 $14,386.56General Fund (0100) P-042 Ralston Tower 0.75 $272.80 $3,273.60General Fund (0100) P-043 Revard 3.59 $762.31 $9,147.72General Fund (0100) P-044 Riverside 12.00 $2,926.47 $35,117.64General Fund (0100) P-045 Robertson Road 6.74 $1,371.29 $16,455.48General Fund (0100) P-046 Roosevelt 8.54 $1,643.40 $19,720.80General Fund (0100) P-047 Rose 4.56 $979.07 $11,748.84General Fund (0100) P-048 Sharp 5.93 $1,415.47 $16,985.64General Fund (0100) P-049 Sherwood 6.21 $1,318.66 $15,823.92General Fund (0100) P-050 Sipherd 5.36 $1,138.16 $13,657.92General Fund (0100) P-051 Sonoma 4.99 $1,059.59 $12,715.08General Fund (0100) P-052 Stockard Coffee 4.72 $1,011.84 $12,142.08General Fund (0100) P-053 Sutter 3.82 $811.15 $9,733.80General Fund (0100) P-054 Sylvan 5.22 $1,119.01 $13,428.12General Fund (0100) P-055 T.B. Scott 2.60 $554.64 $6,655.68General Fund (0100) P-056 Eliminated - - -General Fund (0100) P-057 Thurman Soccer 4.19 $852.47 $10,229.64General Fund (0100) P-058 Virginia Corridor Phase 2 7.94 $397.99 $4,775.88General Fund (0100) P-059 Virginia Corridor Phase 3 1.12 $1,942.59 $23,311.08General Fund (0100) P-060 Virginia Corridor Phase 4 5.06 $625.42 $7,505.04General Fund (0100) P-061 Virginia Corridor Phase 5 1.52 $1,705.69 $20,468.28General Fund (0100) P-062 Virginia Corridor Phase 6 3.91 $2,842.82 $34,113.84General Fund (0100) P-063 Whitmore 5.33 $1,025.68 $12,308.16General Fund (0100) P-064 Woodrow 4.93 $948.71 $11,384.52General Fund (0100) P-065 Lyon's Junction (Coldwell to Morris) $426.04 $5,112.48General Fund (0100) P-066 Salas Island (Scenic/Burney) $66.95 $803.40General Fund (0100) P-067 X-mas Tree Park (Burney) $188.67 $2,264.04General Fund (0100) P-068 Enslen $2,428.41 $29,140.92General Fund (0100) P-069 Marshall $1,795.44 $21,545.28General Fund (0100) P-070 Moose - -General Fund (0100) P-071 Standiford $1,399.83 $16,797.96General Fund (0100) P-072 Wesson Ranch $2,769.24 $33,230.88 Grover #108650, Amended Site List P.2 of 8
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General Fund (0100) P-073 99/Pelandale Weed Program $547.76 $6,573.12 General Fund (0100) P-074 99/Pelandale Trash Program $286.05 $3,432.60General Fund (0100) P-075 Beardbrook Dog Park $729.64 $8,755.68General Fund (0100) P-076 Myrtle at Harvard Planter $198.73 $2,384.76General Fund (0100) ROW-001 Bluegum EB, Poust to Rosemore Wall - 7,539 $164.90 $1,978.80General Fund (0100) ROW-002 Bluegum EB, Morse to Poust Wall - 2,445 $53.49 $641.88General Fund (0100) ROW-003 Bluegum WE, Poust to Morse Wall - 1,350 $29.53 $354.36General Fund (0100) ROW-004 Bluegum Medians (3) - 5,390 $117.90 $1,414.80General Fund (0100) ROW-005 Briggsmore Sunrise Av - 10,500 $229.67 $2,756.04General Fund (0100) ROW-006 FoodMax Planter 12,000 - $100.20 $1,202.40General Fund (0100) ROW-007 Krispy Crème Planter - 43,275 $946.57 $11,358.84General Fund (0100) ROW-008 Winning Street Closure - 135 $9.74 $116.88General Fund (0100) ROW-009 Bronson Street Closure - 900 $9.74 $116.88General Fund (0100) ROW-010 Carlton Street Closure - 180 $9.74 $116.88General Fund (0100) ROW-011 Briggsmore Fence/Wall - 39,300 $859.62 $10,315.44General Fund (0100) ROW-012 Calle De Rosa Street Closure - 330 $9.74 $116.88General Fund (0100) ROW-013 Elmhurst Street Closure - 1,296 $9.74 $116.88General Fund (0100) ROW-014 Carpenter/Houser Wall - 2,155 $47.13 $565.56General Fund (0100) ROW-015 Carpenter/Elm Wall - 1,010 $22.09 $265.08General Fund (0100) ROW-016 Carpenter Rd Medians - 6,778 $148.26 $1,779.12General Fund (0100) ROW-017 Claus NB Orangeburg to Parker - 8,725 $213.02 $2,556.24General Fund (0100) ROW-018 Claus Rd/Yosem.Wall; Duplicate (DC-002) - - - -General Fund (0100) ROW-019 Cummins Dr at Carpenter - 192 $4.20 $50.40General Fund (0100) ROW-020 Cummins Dr at Bluegum - 1,929 $42.19 $506.28General Fund (0100) ROW-021 Hatch EB - 75,891 $1,659.98 $19,919.76General Fund (0100) ROW-022 Hatch WB - 31,890 $697.54 $8,370.48General Fund (0100) ROW-023 I Street Medians - 4,000 $87.50 $1,050.00General Fund (0100) ROW-024 I Street E/side - 950 $20.78 $249.36General Fund (0100) ROW-025 I Street W/side - 950 $20.78 $249.36General Fund (0100) ROW-026 Kansas Wall - 3,245 $70.98 $851.76General Fund (0100) ROW-027 Lakewood SB, Orangeburg to Middleborro - 1,500 $32.80 $393.60General Fund (0100) ROW-028 Lakewood Wall - 1,325 $28.98 $347.76General Fund (0100) ROW-029 Lincoln Wall, north - 1,905 $41.67 $500.04General Fund (0100) ROW-030 Lincoln Wall, south - 3,715 $81.26 $975.12General Fund (0100) ROW-031 Morse Wall 8ft. Sidewalk - 49,940 $1,092.34 $13,108.08General Fund (0100) ROW-032 Muriel Street Closure - 96 $9.74 $116.88General Fund (0100) ROW-033 Oakdale Wall - 6,300 $137.80 $1,653.60General Fund (0100) ROW-034 Paradise Wall - 13,000 $284.35 $3,412.20 Grover #108650, Amended Site List P.3 of 8
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General Fund (0100) ROW-035 Parker/Boyette Wall - 4,000 $87.50 $1,050.00 General Fund (0100) ROW-036 Prescott/Vernon Wall - 9,345 $204.40 $2,452.80General Fund (0100) ROW-037 Prescott Wall - 7,580 $165.80 $1,989.60General Fund (0100) ROW-038 Sandburg Street Closure - 58 $9.74 $116.88General Fund (0100) ROW-039 Scenic/Brighton Wall - 225 $4.92 $59.04General Fund (0100) ROW-040 Scenic Wall - 16,000 $349.97 $4,199.64General Fund (0100) ROW-041 Scenic WB, Springcreek to Cedarbrook - 1,285 $28.11 $337.32General Fund (0100) ROW-042 Sisk – Target Ctr. (Ethan Allen) Median - 4,555 $99.63 $1,195.56General Fund (0100) ROW-043 Sisk – Target Ctr. (Ethan Allen) Wall - 12,352 $270.18 $3,242.16General Fund (0100) ROW-044 Standiford Medians – Dale to Prescott - 540 $11.81 $141.72General Fund (0100) ROW-045 Standiford – Landscaped Medians (3) - 40,200 $879.30 $10,551.60General Fund (0100) ROW-046 Standiford Av, WB - 1,465 $32.05 $384.60General Fund (0100) ROW-047 Sylvan Av, EB - 15,893 $347.63 $4,171.56General Fund (0100) ROW-048 Sylvan Av, WB - 11,090 $242.57 $2,910.84General Fund (0100) ROW-049 Tennyson Street Closure - 425 $9.74 $116.88General Fund (0100) ROW-050 Whitmore WB - 5,272 $115.31 $1,383.72General Fund (0100) ROW-051 Briggsmore & Rose - 11,300 $247.16 $2,965.92General Fund (0100) ROW-052 Senior Citizen Center 1,922 8,563 $928.80 $11,145.60General Fund (0100) ROW-053 Scenic Bend - 13,000 $284.35 $3,412.20General Fund (0100) ROW-054 El Rio Median - 5,000 $109.37 $1,312.44General Fund (0100) ROW-055 La Loma Roundabout [Corrected] - 5,531 $286.05 $3,432.60General Fund (0100) ROW-056 Santa Barbara Point 11,750 - $166.85 $2,002.20General Fund (0100) ROW-057 Sunrise and Bodem Point - 22,801 $330.02 $3,960.24General Fund (0100) ROW-058 La Loma Point - 8,400 $119.28 $1,431.36General Fund (0100) ROW-059 Needham / L / 14th 2,100 705 $378.37 $4,540.44General Fund (0100) ROW-060 Needham & 13th - 360 $48.56 $582.72General Fund (0100) ROW-061 Needham & 14th - 450 $60.70 $728.40General Fund (0100) ROW-062 Needham & K 2,925 785 $500.43 $6,005.16General Fund (0100) ROW-063 Paradise & Tuolumne 2,611 - $37.08 $444.96General Fund (0100) ROW-064 3rd & Washington NEAT - 1,220 $17.32 $207.84General Fund (0100) ROW-065 Roselle Wall, Floyd to Briggsmore W. $1,673.71 $20,084.52General Fund (0100) ROW-066 Pelandale Wall, Entry/Costco to Honeycreek S. $2,130.18 $25,562.16General Fund (0100) ROW-067 Briggsmore Rose Garden S., Tully x College $912.93 $10,955.16General Fund (0100) ROW-068 10th St. Planters between I and J Streets $517.33 $6,207.96General Fund (0100) SR-076 Kansas Overpass - 31,000 $1,355.71 $16,268.52General Fund (0100) SR-077 Bowen Roundabouts - 600 $19.21 $230.52General Fund (0100) SR-078 Briggsmore Overpass NW - 10,000 $437.32 $5,247.84General Fund (0100) SR-079 Briggsmore Overpass SW - 6,800 $297.39 $3,568.68 Grover #108650, Amended Site List P.4 of 8
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General Fund (0100) SR-080 Briggsmore Orangeburg SE - 8,000 $349.86 $4,198.32 General Fund (0100) SR-081 Encina Medians - 1,000 $24.31 $291.72 Total for Park Operations (General Fund): $116,478.72 $1,397,744.64 FUND SITE NO. NAME Planters Sq Ft Turf Sq Ft Acreage 4th Amendment Monthly Cost Annual Cost JPA-TRRP (6700) TRRP-01 Bellenita Park 154,276 - $720.57 $8,646.84 JPA-TRRP (6700) TRRP-02 Legion Park 339,768 - $845.86 $10,150.32JPA-TRRP (6700) TRRP-03 Legion Hall 3,900 4,700 $42.82 $513.84JPA-TRRP (6700) TRRP-04 Mancini Park 478,100 1,710 $2,389.00 $28,668.00JPA-TRRP (6700) TRRP-05 Tuolumne Regional Park 544,500 29,266 $2,856.82 $34,281.84JPA-TRRP (6700) TRRP-06 Gateway Weed Ctrl- Spring, Summer, Fall/Wtr $298.23 $3,578.76JPA-TRRP (6700) TRRP-07 Legion Park $1,643.28 $19,719.36JPA-TRRP (6700) TRRP-08 Hillside Drive & Tioga Weed Program $298.23 $3,578.76 Total for Tuolumne River Regional Park (TRRP Fund): $9,094.81 $109,137.72 FUND SITE NO. NAME Planters Sq Ft Turf Sq Ft Acreage 4th Amendment Monthly Cost Annual Cost CFD Funds (3270) CFD-001 Twin Ponds – South Basin 6,300 - $136.29 $1,635.48 CFD Funds (3270) CFD-002 Twin Ponds – North Basin 35,170 - $760.84 $9,130.08CFD Funds (3270) CFD-003 Pelandale to Snyder Redwood Planter 2,640 - $57.12 $685.44CFD Funds (3270) CFD-004 Pelandale to Snyder Landscape Wall 6,457 - $139.69 $1,676.28CFD Funds (3270) CFD-005 Pelandale Wall, North Point to Prescott 2,905 - $62.84 $754.08CFD Funds (3270) CFD-006 Carver/Bangs 21,106 14,256 $764.99 $9,179.88CFD Funds (3270) CFD-007 Carver/Bangs 2,795 125 $63.17 $758.04CFD Funds (3270) CFD-008 Carver/Bangs 21,762 - $465.85 $5,590.20CFD Funds (3270) CFD-009 Pelandale-Snyder/Carver Bangs 2,550 - $55.16 $661.92CFD Funds (3270) CFD-010 Pelandale-Snyder/Carver Bangs 5,685 - $122.99 $1,475.88CFD Funds (3270) CFD-011 Chateau Provence 21,035 24,705 $989.50 $11,874.00CFD Funds (3265) CFD-012 Costco Medians 8,440 - $182.58 $2,190.96CFD Funds (3265) CFD-013 Chapman Medians 2,240 - $48.46 $581.52CFD Funds (3200/3290) CFD-014 Ustach Basin 318,820 32,615 $2,562.81 $30,753.72CFD Funds (3200/3290) CFD-015 Ustach Park 323,026 48,545 $2,709.64 $32,515.68CFD Funds (3200/3290) CFD-016 Wild Flower 19,320 12,054 $1,008.25 $12,099.00CFD Funds (3200/3290) CFD-017 Symphony Park 18,000 10,920 $726.50 $8,718.00CFD Funds (3200/3290) CFD-018 Silverado 24,297 30,190 $1,368.77 $16,425.24CFD Funds (3200/3290) CFD-019 Fairmont Point II 24,276 28,300 $1,320.77 $15,849.24CFD Funds (3200/3290) CFD-020 Atherton Place 27,834 37,620 $1,434.85 $17,218.20

TUOLUMNE RIVER REGIONAL PARK (TRRP) SITES
COMMUNITY FACILITIES DISTRICTS (CFD) & DRY CREEK ASSESMENT DISTRICTS 1&2 Grover #108650, Amended Site List P.5 of 8
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CFD Funds (3200/3290) CFD-021 Village Highlands 4-5 23,620 16,100 $870.72 $10,448.64 CFD Funds (3200/3290) CFD-022 Village Highlands 6 (Roundabout) 70 - $6.10 $73.20CFD Funds (3200/3290) CFD-023 Village Highlands 6 42,200 2,954 $727.21 $8,726.52CFD Funds (3200/3290) CFD-024 Windmere (2-Roundabouts, 1-Median) 12,036 24,500 $588.41 $7,060.92CFD Funds (3200/3290) CFD-025 Fernwood 2,3 14,700 9,800 $615.47 $7,385.64CFD Funds (3200/3290) CFD-026 Legends 10,500 9,800 $326.93 $3,923.16CFD Funds (3200/3290) CFD-027 Legends (Roundabout) Incl. - - -CFD Funds (3200/3290) CFD-028 Millbrook 13,900 1,200 $361.57 $4,338.84CFD Funds (3200/3290) CFD-029 Lawsons Twenty 9,420 6,090 $371.39 $4,456.68CFD Funds (3200/3290) CFD-030 Legends Village 4-5 6,750 6,500 $213.39 $2,560.68CFD Funds (3200/3290) CFD-031 Olympic Park 4 3,400 2,500 $141.28 $1,695.36CFD Funds (3200/3290) CFD-032 Davante Villas plus Roundabout 23,025 14,925 $908.71 $10,904.52CFD Funds (3200/3290) CFD-033 Davante Villas 7,500 - $179.58 $2,154.96CFD Funds (3200/3290) CFD-034 Charleston Place (Center Court) 22,000 - $526.79 $6,321.48CFD Funds (3200/3290) CFD-035 Roselle Median Strip (Center Ct.) 13,500 7,900 $512.41 $6,148.92CFD Funds (3200/3290) CFD-036 Renaissance 100 - $6.10 $73.20CFD Funds (3200/3290) CFD-037 Bellhabour Streetscape V-1 2,300 3,500 $138.88 $1,666.56CFD Funds (3200/3290) CFD-038 Fine Ave. Streetscape V-1 5,000 8,700 $344.16 $4,129.92CFD Funds (3200/3290) CFD-039 Sienna (Sequoia Estates) 6,000 6,000 $287.34 $3,448.08CFD Funds (3200/3290) CFD-040 Palisades (Sierra View) 3,600 6,000 $229.87 $2,758.44CFD Funds (3200/3290) CFD-041 Nottingham (Bradley Estates) 3,600 6,000 $229.87 $2,758.44CFD Funds (3200/3290) CFD-042 Adriana 2,000 4,000 $96.63 $1,159.56CFD Funds (3200/3290) CFD-043 SSP, Lot 400 - $12.21 $146.52CFD Funds (3200/3290) CFD-044 2500 Sylvan/Terrazo 5,300 4,300 $241.17 $2,894.04CFD Funds (3200/3290) CFD-045 Bellharbour & Addition 3,900 6,700 $253.83 $3,045.96CFD Funds (3200/3290) CFD-046 Brooks Landing – Turf Strip 1,200 - $28.73 $344.76CFD Funds (3200/3290) CFD-047 Burkshire Estates/Burkshire II 9,000 1,200 $244.24 $2,930.88CFD Funds (3200/3290) CFD-048 Caden 8,500 - $273.16 $3,277.92CFD Funds (3200/3290) CFD-049 Cambrooke Estates 2,500 - $62.82 $753.84CFD Funds (3200/3290) CFD-050 Central Basin-Merle L/S Wall 2,265 1,400 $87.76 $1,053.12CFD Funds (3200/3290) CFD-051 Dermond 11,700 15,000 $639.33 $7,671.96CFD Funds (3200/3290) CFD-052 Enochs Medians/Overpass 35,000 - $767.25 $9,207.00CFD Funds (3200/3290) CFD-053 Falling Leaf 2,600 5,700 $133.67 $1,604.04CFD Funds (3200/3290) CFD-054 Floyd Shrubs 42,000 - $676.41 $8,116.92CFD Funds (3200/3290) CFD-055 Floyd / Fine Streetscape 25,500 27,000 $845.52 $10,146.24CFD Funds (3200/3290) CFD-056 Floyd / Fine to Roselle 65,980 51,325 $2,081.01 $24,972.12CFD Funds (3200/3290) CFD-057 Floyd from Roselle to Oakdale 73,375 36,000 $3,184.96 $38,219.52CFD Funds (3200/3290) CFD-058 Freedom Park 211,000 16,051 $1,938.55 $23,262.60 Grover #108650, Amended Site List P.6 of 8
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CFD Funds (3200/3290) CFD-059 Graham Estates 3,500 - $112.48 $1,349.76 CFD Funds (3200/3290) CFD-060 Hillglen/Caden 18,000 - $578.34 $6,940.08CFD Funds (3200/3290) CFD-061 La Force 22,100 42,575 $2,270.27 $27,243.24CFD Funds (3200/3290) CFD-062 Lincoln Oak Streetscape 17,000 9,500 $725.20 $8,702.40CFD Funds (3200/3290) CFD-063 Merle Addition 1,500 - $35.91 $430.92CFD Funds (3200/3290) CFD-064 Merle Roundabout 300 - $12.21 $146.52CFD Funds (3200/3290) CFD-065 Orchard Park 3,400 6,000 $302.08 $3,624.96CFD Funds (3200/3290) CFD-066 Pinnacles Sunrise Subdivision 17,000 17,500 $756.30 $9,075.60CFD Funds (3200/3290) CFD-067 Roselle Lawn/Floyd Roundabout 18,000 35,000 $1,161.86 $13,942.32CFD Funds (3200/3290) CFD-068 Roselle/Kodiak/Lincoln Oak 28,000 23,000 $1,395.66 $16,747.92CFD Funds (3200/3290) CFD-069 Sanders Park 202,800 58,400 $2,187.58 $26,250.96CFD Funds (3200/3290) CFD-070 Sharon Extension 2,200 - $55.28 $663.36CFD Funds (3200/3290) CFD-071 Temescal 11,200 4,000 $415.96 $4,991.52CFD Funds (3200/3290) CFD-072 Thomas Terrace Wall/LS 1,225 450 $91.57 $1,098.84CFD Funds (3240) CFD-073 Hatch Wall & Rancho Encantado 38,500 - $785.92 $9,431.04CFD Funds (3240) CFD-074 Rancho Encantado Bike Path 37,000 15,000 $1,174.61 $14,095.32CFD Funds (3240) CFD-075 Fairview Park 167,223 15,000 $1,328.85 $15,946.20CFD Funds (3275) CFD-076 Coffee Claratina Park 260,203 50,558 $2,548.99 $30,587.88CFD Funds (3275) CFD-077 Claratina/Lifescape Wall 112 - $61.05 $732.60CFD Funds (3260) CFD-078 Enterprise Business Park/Wall 2,875 - $213.89 $2,566.68CFD Funds (3235) CFD-079 Rose Villas Park Basin - $4,145.09 $49,741.08CFD Funds (3200/3290) CFD-080 Sylvan/Litt (New Section) - $2,899.73 $34,796.76CFD Funds (3210) CFD-081 Kaiser Business Park-West - $1,922.98 $23,075.76CFD Funds (3212) CFD-082 Healthcare Way Ext. (ES of Dale) - $970.65 $11,647.80CFD Funds (3200/3290) CFD-083 Roselle between Kodiak & Hillglen - $4,059.63 $48,715.56CFD Funds (3200/3290) CFD-084 Lincoln Oak Shrub Addition - $793.61 $9,523.32CFD Funds (3212) CFD-085 Kaiser Business Park-East $995.07 $11,940.84CFD Funds (3215) CFD-086 Vintage $2,625.02 $31,500.24CFD Funds (3200/3290) CFD-087 Roselle - Hillglen Expansion $928.20 $11,138.40CFD Funds CFD-088 Chandon Drive $554.54 $6,654.48LMAD Funds (6480) DC-001 Claus Wall (LMAD#1) 2,850 - $109.66 $1,315.92LMAD Funds (6490) DC-002 Creekwood Wall – Yosemite (LMAD#2) 15,800 - $231.24 $2,774.88LMAD Funds (6490) DC-003 Creekwood Wall – Claus (LMAD#2) 17,224 - $251.51 $3,018.12LMAD Funds (6480) DC-004 Creekwood Medians (LMAD#1) 1,575 - $60.61 $727.32LMAD Funds (6480) DC-005 Claus Rd Overpass at Creekwood (LMAD#1) 17,230 - $663.02 $7,956.24LMAD Funds (6490) DC-006 Claus Rd Wall (LMAD#2) 38,046 - $556.66 $6,679.92LMAD Funds (6490) DC-007 Yosemite Wall (LMAD#2) 360 - $5.27 $63.24LMAD Funds (6480) DC-008 756 Codington (Shrub Area) Wall (LMAD#1) 444 - $17.08 $204.96 Grover #108650, Amended Site List P.7 of 8
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Total for CFD/LMAD Funds: $72,138.08 $865,656.96
FUND SITE NO. NAME Planters Sq Ft Turf Sq Ft Acreage 4th Amendment Monthly Cost Annual Cost General Fund (0100) PD-001 Old Police Department Parking Lot 400 - $24.31 $291.72 General Fund (0100) PD-002 New PD Parking Lot 800 - $48.63 $583.56General Fund (0100) PD-003 New PD Planters 3,839 - $233.35 $2,800.20General Fund (0100) BS-001 McClure Country Place 15,000 20,000 $196.51 $2,358.12General Fund (0100) LOT-012 McHenry Museum 2,340 3,000 $157.07 $1,884.84General Fund (0100) LOT-012 McHenry Mansion 10,300 8,800 $561.81 $6,741.72General Fund (0100) P-079 Gallo Memorial Park (McClatchy Square) 2,861 3,820 $1,029.50 $12,354.00ComCenter Fund (4700) LOT-A-101 Modesto Centre Plaza Lot $967.71 $11,612.52Parking Fund (4000) G-001 11th St. Garage - -Parking Fund (4000) G-002 9th St. Garage 4,200 - $255.29 $3,063.48Parking Fund (4000) LOT-001 Centre Plaza Surface Lot 3,121 895 $244.11 $2,929.32Parking Fund (4000) LOT-002 Library Parking Lot 2,857 - $173.66 $2,083.92Parking Fund (4000) LOT-003 McDonalds Parking Lot 3,239 - $196.88 $2,362.56Parking Fund (4000) LOT-004 9th & I Parking Lot 338 - $20.55 $246.60Parking Fund (4000) LOT-005 Centre Plaza Parking Lot 925 - $56.22 $674.64Parking Fund (4000) LOT-006 10th & H St. lot - -Fleet Mgmt Fund (4540) BMF Bus Maintenance Facility $699.92 $8,399.04Bldg Svcs Fund (5800) TS-001 Transportation Center 18,399 - -Bldg Svcs Fund (5800) TS-002 Amtrak Station 19,000 - -Bldg Svcs Fund (5800) TS-003 Amtrak Parking Lot Expansion - - Total for Miscellaneous City & Enterprise Sites: $4,865.52 $58,386.24 Annual Cost
TOTAL FOR LANDSCAPING SERVICES: $2,430,926
TOTAL FOR EXTRA SERVICES/IRRIGATION REPAIR WORK: $232,803 ANNUAL TOTAL FOR LANDSCAPING SERVICES AND EXTRA SERVICES/IRRIGATION REPAIR WORK: $2,663,728 GRAND TOTAL OF LANDSCAPE AGREEMENT FOR TEN (10) YEARS: $24,515,624

MISCELLANEOUS CITY & ENTERPRISE SITES
Grover #108650, Amended Site List P.8 of 8
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

January 18, 2023
Date: January 6, 2023
TO: Safety and Communities Committee
Chris Ricci, Chair
Rosa Escutia-Braaton, Vice-Chair
Jeremiah Williams, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Laurie A. Smith, Director of Parks, Recreation and Neighborhoods Department SUBJECT: Land Exchange with Gallo for Property along the Tuolumne River CONTACT: Nathan Houx, Parks Planning and Development Manager [email protected], 209-571-5526
DESCRIPTION:

Consider approving a Land Exchange Agreement with E. J. Gallo Winery and Gallo Glass Company to acquire certain real property located along the Tuolumne River (a portion of APNs 035-016-010, 035-018-009, 035-018-013 and 035-024-007), in exchange for a portion of Beard Brook Park (APN 106-034-001); approving a Transfer Agreement with the State of California Department of Parks and Recreation, and forwarding to Council for approval. (Funding Source:

Non-Motorized Local Transportation Fund and Parks & Air Quality Capital Facility Fees Fund.) STRATEGIC PLAN ELEMENT:

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

BACKGROUND:

The City of Modesto acquired Beard Brook Park in 1919. There have been numerous improvements to the park over the years, but since the 1990’s, the park’s usage by the general public has significantly declined for a variety of reasons. Unlike most City parks, Beard Brook Park is surrounded by industrial uses. Along with decreased use by the general public, the park has also experienced an increase in undesirable usage, such as transient encampments, illegal waste dumping, drug use and other criminal activity. Although some improvements have been made in recent years to try to counteract these undesirable uses, the new amenities have not resulted in an increase in positive use.

Beard Brook Park currently has two parking lots, a dilapidated restroom building, playground, baseball field and a dog park. The existing condition of the park is poor and is exacerbated by flooding, excessive vandalism and the abundance of undesirable usage. #5..
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Safety and Communities Committee, January 18, 2023
Land Exchange with Gallo for Property along the Tuolumne River

In the early 2000’s, the City received grant funding under the Per Capita Program in the Safe Neighborhood Parks, Clean Water, Clean Air and Coastal Protection Bond Act of 2000 (the “Grant”). The City used approximately $39,000 of the Grant to install the playground at Beard Brook Park. Both the grant agreement and State statute provide that, by using Grant funds at the park, the City committed to maintain and operate the property as a public park in perpetuity.

Based on conversations between the City and the California Department of Parks and Recreation (CA State Parks), CA State Parks indicated that the City could not sell or otherwise transfer the park without an act of the California State Legislature.

Adjacent to the Tuolumne River, between Dry Creek and Legion Park Drive, there is a section of land that is owned by E. J. Gallo Winery and Gallo Glass Company (Gallo): portions of Stanislaus County Assessor’s Parcel Numbers 035-016-010, 035-018-009, 035-018-013 and 035-024-007. Approximately 5 years ago, staff approached Gallo to begin discussions about acquiring the property that they own along the Tuolumne River. Gallo expressed an interest in exchanging their property for a portion of Beard Brook Park. Staff proposes transferring ownership of Beard Brook Park to Gallo Winery in exchange for the property they own along the Tuolumne River. Gallo recognizes the mutual benefit that the exchange would bring and has agreed to exchange their property along the Tuolumne River for a portion of Beard Brook Park.

DISCUSSION:

In 2018 and 2019, staff began discussions with CA State Parks regarding the transfer of a portion of Beard Brook Park. As noted, CA State Parks indicated that an act of the State Legislature would be required for the City to dispose of Beard Brook Park.

From 2019 to 2021, staff worked with then-Assembly Member Gray and CA State Parks to propose and adopt legislation. Unfortunately, the Legislature’s focus on the outbreak of the COVID-19 pandemic prevented the adoption of special legislation during 2020. However, staff successfully continued the effort in 2021. Subsequently, AB 1476, which was signed into law by Governor Newsom on October 10, 2021, authorizes the City to dispose of Beard Brook Park in exchange for other property, subject to certain requirements. Significantly, in order to dispose of Beard Brook Park, the City is required to restrict a property of equal or greater value to Beard Brook Park as a park in perpetuity. The Gallo property that the City will receive as part of the land exchange will be the equal alternative land as required by AB 1476. The Transfer Agreement with CA State Parks and AB 1476 establishes certain other minor requirements the City must satisfy prior to the transaction being considered as complete. The City has satisfied, or is in the process of satisfying, all of the conditions.

As part of the proposed land exchange, Gallo will retain an easement over the portion of the property the City will be receiving in order to access and maintain a small pump station.

Similarly, the City will retain an easement over a portion of Beard Brook Park to accommodate City utility lines. These easements will not interfere with the City’s planned use of the Gallo property. In addition, the City will reserve ownership of sufficient land along the edge of Morton Blvd. to construct a Class I bike trail ensuring a vital connection from the Dry Creek Trail to the Tuolumne River Regional Park’s Riverwalk Trail.

The subject Gallo property is a scenic river frontage with existing dirt trails, as well as stately oak trees and rich riparian habitat vegetation. The addition of this property to the Tuolumne River Regional Park (TRRP) will allow the City to construct a permanent trail connection (a #5..
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Safety and Communities Committee, January 18, 2023
Land Exchange with Gallo for Property along the Tuolumne River

pedestrian bridge over Dry Creek and a Class I Trail) necessary to complete the Riverwalk Trail within TRRP. This linkage will also close the existing gap within TRRP and provide 7.5 miles of continuous trail along the Tuolumne River.

When completed, the TRRP Riverwalk Trail will make connections between three low-income neighborhood areas to downtown Modesto job centers, transportation hubs and multiple community destinations. These connections will not only create recreational benefits, but will also provide increased non-motorized commuting opportunities. The vision of the TRRP is to create a premier recreational facility for the community.

In May of 2021, staff contracted with Chapman & Patton to complete an appraisal of the parcels.

The portion of the Beard Brook Park property (11.99 Acres) appraised at $240,000 and the portion of the Gallo Parcels (12.13 Acres) appraised at $243,000. The land that the City would acquire in this transaction is of greater monetary and use value than the property that the City would dispose of, as required by the legislation. As required by AB 1476, the City also retained another qualified appraiser to peer review Chapman & Patton’s appraisal. That peer review confirmed the accuracy of the appraisal. The appraisals also take into consideration the easements to be retained by the parties.

As part of the proposed land transaction, ownership of all of the above-mentioned improvements at Beard Brook Park will be transferred to Gallo Winery, and no longer accessible to the public.

Pursuant to the Subdivision Map Act, Government Code Section 66428 (a)(2), the creation of parcels of land conveyed to and/or from a public agency is exempt from requirements of a parcel map. Therefore, the creation of the 5.01-acre parcel is allowed by the attached legal description, then transferred between the parties by grant deed. Additionally, disposal of Beard Brook Park is not subject to the requirements of the Surplus Land Act, because the City is exchanging Beard Brook Park for comparable property that will be put to a public use, as well as pursuant to the authority of AB 1476.

Portions of the Gallo property the City will be acquiring are currently owned by two closely related entities, the E. J. Gallo Winery and Gallo Glass Company. The proposed Land Exchange Agreement is with both entities. However, the final executed agreement may only be with the E.J.

Gallo Winery, given their ability to act on behalf of the entire Gallo property by that time.

Staff recommends the City Council approve the Land Exchange Agreement with E. J. Gallo Winery and Gallo Glass Company to acquire certain real property located along the Tuolumne River, also known as a portion of Stanislaus County Assessor’s Parcel Numbers 035-016-010, 035-018-009, 035-018-013 and 035-024-007, in exchange for a portion of Beard Brook Park, also known as a portion of Stanislaus County Assessor’s Parcel Number 106-034-001 and approve a Transfer Agreement with CA State Parks.

FISCAL IMPACT:

This is a land exchange; therefore, there is no additional compensation to either party. Closing costs for the transaction are anticipated not to exceed $20,000. The City’s portion of the closing costs is budgeted in project #101232 (TRRP Riverwalk Gateway-Legion). #5..
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Safety and Communities Committee, January 18, 2023
Land Exchange with Gallo for Property along the Tuolumne River

Though the land being acquired will be owned by the City of Modesto, it will be added to the Tuolumne River Regional Park and be managed as part of the TRRP.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendation:

Motion approving a Land Exchange Agreement with E. J. Gallo Winery and Gallo Glass Company to acquire certain real property located along the Tuolumne River (a portion of APNs 035-016- 010, 035-018-009, 035-018-013 and 035-024-007), in exchange for a portion of Beard Brook Park (APN 106-034-001); approving a Transfer Agreement with the State of California Department of Parks and Recreation, and forwarding to Council for approval.

Approved by:

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

1. Land Exchange Agreement

2. Property Exchange Exhibits (Exhibit A – Beard Brook Park & Exhibit B – Gallo Property)

3. Transfer Agreement with the California Department of Parks and Recreation

4. Beard Brook Park Appraisal from Chapman & Patton, May 8, 2021

5. Gallo Property Appraisal from Chapman & Patton, May 19, 2021

6. Concept Design for Beard Brook Park Trail Connection

7. Concept Design for TRRP Riverwalk Trail – Gallo Property #5..
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5117295.1
Beard Brook Land Exchange Agreement
City of Modesto and Gallo
1 LAND EXCHANGE AGREEMENT BETWEEN
CITY OF MODESTO, GALLO GLASS COMPANY, AND E. & J. GALLO WINERY THIS LAND EXCHANGE AGREEMENT (this “Agreement”) is entered into as of ____________, 2023 (“Effective Date”) by and between the City of Modesto, a California charter city (“City”), Gallo Glass Company, a California Corporation (“Gallo Glass”), and E. & J. Gallo Winery, a California corporation (“Gallo”). City, Gallo Glass, and Gallo are hereinafter collectively referred to as the “Parties.”

RECITALS
A. City is the fee owner of certain real property consisting of approximately

11.99 acres (the “City Property”), located between South Morton Blvd. and the Dry Creek stream in the City of Modesto, commonly known known Beard Brook Park, as more particularly described on Exhibit A and as depicted on Exhibit B, both of which are attached hereto and incorporated herein by this reference.

B Gallo is the fee owner of real property adjacent to the City Property, including certain real property located along the northern side of the Tuolumne River between Dry Creek Stream and Legion Park Drive in Stanislaus County (the “Gallo Property”), as more particularly described in Exhibit C and as depicted on Exhibit D, both of which are attached hereto and incorporated herein by this reference.

C. Gallo Glass is the fee owner of real property adjacent to the Gallo Property, including certain real property located along the northern side of the Tuolumne River between Dry Creek Stream and Legion Park Drive in Stanislaus County (the “Gallo Glass Property”), as more particularly described in Exhibit E and as depicted on Exhibit F, both of which are attached hereto and incorporated herein by this reference.

D. The Gallo Property and Gallo Glass Property are approximately 12.13 acres combined (the “Replacement Park Property”). The Replacement Park Property and the City Property may be collectively referred to herein as the “Property”.

E. The Tuolumne River Regional Park’s Riverwalk Trail (“Riverwalk Trail”) is a Class I trail that runs adjacent to Tuolumne River and provides recreational opportunities to residents of the greater Modesto area.

F. City desires to obtain ownership of the Replacement Park Property in order to construct the final trail connection necessary to complete the Riverwalk Trail within the Tuolumne River Regional Park and provide for a continuous 7.5 miles of trail along the Tuolumne River.

G. When completed, the Riverwalk Trail will make connections among three low-income neighborhood areas to downtown Modesto job centers, transportation hubs #5..
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5117295.1
Beard Brook Land Exchange Agreement
City of Modesto and Gallo
2 and multiple community destinations, as well as create enhanced recreational benefits and opportunities for increased non-motorized commuting opportunities.

H. Gallo and Gallo Glass are related entities under beneficial ownership and control.

I. Gallo has agreed to transfer the Gallo Property to City, and Gallo Glass has agreed to transfer the Gallo Glass Property to City, in exchange for the City transferring the City Property to Gallo. The City Property excludes certain easements and right-of-way reserved by City, as set forth in Exhibit A and Exhibit B. The Gallo Property excludes certain easements reserved by Gallo, as set forth in Exhibit C and Exhibit D.

J. The fair market value of the Park Replacement Property is $243,000 and the fair market value of the City Property is $240,000, as determined by independent appraisals completed by certified appraisals at the firm of Chapman and Patton, in accordance with the requirements of the California Department of Parks and Recreation.

K. The transaction contemplated herein is subject to the requirements of AB 1476 (Stats. 2021, ch. 718) and an agreement between the City and the California Department of Parks and Recreation ensuring that the City has complied with all requirements of such legislation.

L. The City Property is currently used for recreational purposes, and the City Council has determined that recreational opportunities for the public would be increased and improved by the City exchanging the City Property for the Park Replacement Property. The City has determined that the disposition of the City Property and acquisition of the Park Replacement Property pursuant to this Agreement is consistent with the City’s General Plan.

M. City finds that the transactions contemplated hereby further the health, safety and welfare of the City’s residents and are in conformity with the City’s economic development plans and municipal code.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows.

1. Recitals. The Parties acknowledge that the foregoing recitals are true and correct and are incorporated herein by this reference.

2. Conveyance of Property.

2.1 Conveyance. Subject to satisfaction of the conditions precedent set forth in this Section, City shall convey the City Property to Gallo, Gallo shall convey the Gallo #5..
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3 Property to City, and Gallo Glass shall convey the Gallo Glass Property to City, in accordance with the terms, covenants and conditions set forth herein, including the reservation of certain easements. The conveyance of the City Property from City to Gallo shall be accomplished by recordation of a grant deed, substantially in the form attached hereto as Exhibit G (“City Grant Deed”). The conveyance of the Gallo Property from Gallo to City shall be accomplished by recordation of a grant deed, substantially in the form attached hereto as Exhibit H (“Gallo Grant Deed”). The conveyance of the Gallo Glass Property from Gallo Glass to City shall be accomplished by recordation of a grant deed, substantially in the form attached hereto as Exhibit I (“Gallo Glass Grant Deed”).

2.2 Conditions Precedent in Favor of City. Notwithstanding anything to the contrary set forth herein, Gallo’s conveyance of the Gallo Property to City, and Gallo Glass’s conveyance of Gallo Glass Property to City, is expressly conditioned upon satisfaction of the following conditions, unless waived by City in writing (“City Conditions Precedent”):
(a) City has approved the condition of the title to Gallo Property and Gallo Glass Property, and all due diligence items;
(b) Gallo and Gallo Glass have performed all obligations to be performed by Gallo and Gallo Glass pursuant to this Agreement; (c) Gallo and Gallo Glass’s representations and warranties herein are true and correct in all material respects as of the Closing Date; (d) The Title Company is irrevocably committed to issue to City a 2006 ALTA Extended Coverage Owner’s Policy of Title Insurance (6-17-2006) in the full amount of the value of the Replacement Park Property as set forth in Section 3, effective as of the Closing Date, insuring title to City subject only to the Permitted Exceptions, and together with such endorsements as City may reasonably require.

2.3 Conditions Precedent in Favor of Gallo. Notwithstanding anything to the contrary set forth herein, City’s conveyance of the City Property to Gallo is expressly conditioned upon satisfaction of the following conditions, unless waived by Gallo in writing (“Gallo’s Conditions Precedent”):
(a) Gallo has approved the condition of the title to City Property, and all due diligence items;
(b) City has corrected any objected to environmental conditions identified during the environmental review process defined in Section 8 below, which are located on the City Property;
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4 (c) City has performed all obligations to be performed by City pursuant to this Agreement;
(d) City’s representations and warranties herein are true and correct in all material respects as of the Closing Date.
(e) The Title Company is irrevocably committed to issue to Gallo a 2006 ALTA Extended Coverage Owner’s Policy of Title Insurance (6-17-2006) in the full amount of the value of the City Property as set forth in Section 3, effective as of the Closing Date, insuring title to Gallo subject only to the Permitted Exceptions, and together with such endorsements as Gallo may reasonably require.

2.4 Required Authorization from State Parks. Notwithstanding anything to the contrary set forth herein, the conveyance of the Property contemplated by this Agreement is expressly conditioned upon the execution of a written agreement between the City and the California Department of Parks and Recreation ensuring that the City has complied with all requirements of AB 1476 (Stats. 2021, ch. 718) .

3. Value of Property. Based on an independent appraisals completed by Chapman & Patton dated January 26, 2021, and a third party independent review of such appraisals completed by Bender Rosenthal Incorporated and dated May 25, 2021, both in accordance with the requirements of the California Department of Parks and Recreation, City and Gallo agree that:
(a) The fair market value of the City Property, including reserved easements, is Two Hundred and Forty Thousand Dollars ($240,000); and (b) The fair market value of the Park Replacement Property, including reserved easements, is Two Hundred and Forty Three Thousand Dollars ($243,000).

4. Closing & Payment of Costs

4.1 Escrow; Escrow Instructions. Not later than five (5) days following the Effective Date, Gallo and City shall open an escrow at the office of Chicago Title Company (“Title Company” or “Escrow Agent”) or such other title company as may be mutually agreed upon by the Parties. Upon the opening of escrow, the Parties shall deposit with the Escrow Agent an executed copy of this Agreement, which together with such additional instructions as may be executed by either Party and delivered to the Escrow Agent, shall serve as the escrow instructions of Gallo, Gallo Glass, and City for the conveyance of the Park Replacement Property to City and the conveyance of the City Property to Gallo.

4.2 Close of Escrow; Closing Costs. Each Party shall pay the cost of any title insurance such Party elects to purchase with respect to the property to be acquired by such Party pursuant to this Agreement. Gallo and City shall each pay one-half (1/2) of all other closing costs and escrow fees (including without limitation recording fees and #5..
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5 escrow charges) associated with the close of escrow for the conveyance of the Park Replacement Property to City and the conveyance of the City Property to Gallo (collectively, the “Close of Escrow”). Notwithstanding the foregoing, Gallo shall be responsible for paying any real estate transfer taxes and documentary transfer taxes applicable to the transfer of either Property. City is a public agency and is exempt from the payment of such taxes.

4.3 Closing Date; Documents and Funds; Timing. Provided that the conditions set forth in Section 2 have been satisfied, and no Party has terminated this Agreement prior to the end of the Due Diligence Period, the Close of Escrow shall take place as soon as practicable following the deposit into escrow of all the documents described in this Section, but in no event later than June 30, 2023 (the “Closing Date”).

The Parties each agree that they shall not unreasonably condition, delay, or withhold consent to an extension of either Closing Date.

A. Deposits into Escrow. Prior to the Close of Escrow, the Parties shall deposit the following documents into escrow:
(a) Executed agreement between the City and the California Department of Parks and Recreation.
(b) City shall deposit the fully-executed City Grant Deed substantially in the form attached hereto as Exhibit G sufficient to convey to Gallo good and marketable fee simple title to the City Property free of all title defects and encumbrances except the Permitted Exceptions (as defined in Section 7);
(c) Gallo shall deposit a fully-executed Gallo Grant Deed substantially in the form attached hereto as Exhibit H sufficient to convey to City good and marketable fee simple title to the Gallo Property free of all title defects and encumbrances except the Permitted Exceptions;
(d) Gallo Glass shall deposit a fully-executed Gallo Glass Grant Deed substantially in the form attached hereto as Exhibit I sufficient to convey to City good and marketable fee simple title to the Gallo Glass Property free of all title defects and encumbrances except the Permitted Exceptions;
(d) Gallo and City shall each deposit into escrow their share of closing costs as set forth in Section 4.2, as well as funds sufficient to satisfy their respective share of the Prorations as set forth in Section 4.4.
(e) City, Gallo Glass, and Gallo shall each deposit such additional duly executed instruments and documents as the Escrow Agent may reasonably require to consummate the conveyance of the City Property to Gallo and the Park Replacement Property to City;
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6 (f) Parties shall each deposit an affidavit or qualifying statement which satisfies the requirements of paragraph 1445 of the Internal Revenue Code of 1986, as amended, any regulations thereunder (the “Non-Foreign Affidavit”); and (g) Parties shall each deposit a California Franchise Tax Board form 590 to satisfy the requirements of California Revenue and Taxation Code Section 18805(b) and 26131 (the “California Certificate”).

4.4 Prorations. In connection with the conveyance of the Replacement Park Property to City and the City Property to Gallo, the Escrow Agent shall make the following prorations: (i) property taxes and assessments shall be prorated as of the Closing Date based upon the most recent tax bill available, including any property taxes which may be assessed after the Closing Date but which pertain to the period prior to the transfer of title, regardless of when or to whom notice thereof is delivered; (ii) any bond or assessment that constitutes a lien on the Replacement Park Property on the Closing Date shall be assumed by City and any lien on the City Property shall be assumed by Gallo (provided however, it shall be a condition to Closing that any such bond or assessment be paid current by each Party). Any utility and sewer service charges shall be prorated as of the respective Closing Date. City is a public agency exempt from the payment of property taxes and shall not be responsible for the payment of any portion of property taxes due on either Property.

4.5 Closing. The Escrow Agent shall close escrow for the conveyance of the Park Replacement Property to City and the City Property to Gallo by:

(i) causing the City Grant Deed, Gallo Glass Grant Deed, and the Gallo Grant Deed to be recorded in the official records of Stanislaus County; (ii) issuing the Title Policies (defined in Section 6), if applicable, for the Park Replacement Property and the City Property and delivering same to City and Gallo, respectively;
(iii) delivering to City and Gallo a conformed copy of the grant deeds for the property to be conveyed to each, indicating recording information thereon; and (v) delivering to the City, Gallo Glass, and Gallo, as applicable, the NonForeign Affidavit, and the California Certificate. (vi) distributing to itself the payment of escrow fees and expenses required hereunder.

On each respective Closing Date, possession of the Replacement Park Property shall be delivered to City and possession of the City Property shall be delivered to the Gallo.
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7 5. Title Documents. No later than ten (10) business days following the Effective Date, each Party shall deliver or cause to be delivered to the other Party an updated title report for its Property (“Preliminary Report”) setting forth all liens, encumbrances, easements, restrictions, conditions, and other matters of record affecting title to that Property (“Title Exceptions”) together with copies of all instruments referred to therein.

Each Party shall approve or disapprove each Title Exception within thirty (30) days following receipt of the Preliminary Report and documents relating to the Title Exceptions. Upon failure to object within such period, any Title Exceptions that are not disapproved shall be deemed to be Permitted Exceptions (as defined in Section 7).

If either Party objects to any Title Exception, the other Party shall use its best efforts at its sole expense to remove from title or otherwise satisfy each such exception in a form that is reasonably satisfactory to the requesting Party within thirty (30) days following the date that the objecting Party objects to such exception.

6. Title Policy. It shall be a condition to the close of escrow that Title Company shall deliver to each Party, no later than seven (7) days prior to each Closing Date, a title commitment for an ALTA Owner's Title Insurance Policy ("Title Policy") to be issued by Title Company in an amount equal to the value of the relevant Property as set forth in Section 3 or such other amount approved by the Parties , showing title to each Property, subject only to the Permitted Exceptions (as defined in Section 7), including such endorsements as may reasonably be requested by each Party and committing Title Company to issue each Title Policy to its respective Party upon the Close of Escrow.

7. Conveyance of Title. Each Party shall convey by grant deed to the other Party marketable fee simple title to its respective Property, free and clear of all recorded and unrecorded liens, encumbrances, restrictions, easements, and leases, except: (i) liens for nondelinquent general and special taxes, assessments and/or bonds; and (ii) such other conditions, liens, encumbrances, restrictions, easements and exceptions as approved in writing by the Party receiving the Property or deemed approved as provided in Section 5 (all of the foregoing, are collectively hereinafter referred to as the “Permitted Exceptions”).

8. Due Diligence.

8.1 Due Diligence. Gallo and City have both undertaken such inspection, review and testing of both the Gallo Property and the City Property, respectively, as each determined to be necessary in its sole judgment.

8.2 Contracts, Reports and Investigations. Gallo, Gallo Glass, and City each represent that they have previously made available to the other Parties any and all information, studies, reports, investigations, contracts, leases, rental agreements and other obligations concerning or relating to the Property each Party has agreed to convey pursuant to this Agreement which are in such Party’s possession or which are reasonably available to such Party, including without limitation any Phase I #5..
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8 Environmental Site Assessments, surveys, studies, reports and investigations concerning the property's physical, environmental or geological condition, habitability, or the presence or absence of Hazardous Substances in, on or under the Property and its compliance with Environmental Laws.

9. “As Is” Purchase. Except as otherwise specified in this Agreement, each Party agrees to accept the Property conveyed to it pursuant to this Agreement, including the land, all buildings, structures, improvements, equipment, and operating systems located on or under the land “AS IS, WHERE IS” and in its current state and condition, without any warranties whatsoever regarding its condition except as specifically described in this Agreement, and with all faults and defects, including Hazardous Substances and any other environmental conditions or hazards, if any, that may be located on, under, or around the Property, whether known or unknown, suspected or unsuspected, actual or potential, and each Party assumes all responsibility for any such faults, defects, and conditions as of the Close of Escrow.

10. Representations, Warranties, and Covenants.

10.1 Representations and Warranties. Each Party hereby represents, warranties, and covenants that except as disclosed in writing to the other Party, as of the Effective Date and as of the Close of Escrow: (i) no contracts, licenses, leases or commitments regarding the maintenance or use of the Property or allowing any third party rights to use the Property are in force; (ii) Party knows of no pending actions, suits, condemnation or other proceedings against or affecting the Property or any portion thereof or the interest of Party in the Property; (iii) there are no threatened or pending condemnation, eminent domain, or similar proceedings affecting the Property or any portion thereof; (iv) Party knows of no receipt of notice, warning, notice of violation, administrative complaint, judicial complaint, or other formal or informal notice alleging that conditions on the Property are in violation of any Environmental Law; (v) Party has disclosed all material facts concerning the Property; and (vi) Party shall comply with all local entitlement processes.

10.2 Additional Representations. Each Party further represents and warrants that this Agreement and all other documents to which it is a party and delivered or to be delivered in connection herewith shall at the time of their delivery: (a) have been duly authorized, executed, and delivered; (b) be the binding obligations of that Party; (c) collectively be sufficient to transfer all of that Party's right, title and interest in and to the Property; and (d) not be in violation of the provisions of any agreement to which Party is a party or which affects the Property. Each Party further represents and warrants that the persons who have executed this Agreement on behalf of that Party are authorized to do, that it has the legal right to enter into this Agreement and to perform all of its terms and conditions, and that this Agreement is enforceable against the Party in accordance with its terms.

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9 10.3 Covenants. Each Party covenants that from the Effective Date and through the Close of Escrow, it: (i) shall not willingly permit any liens, encumbrances, or easements to be placed on its Property other than Permitted Exceptions; (ii) shall not without the prior written consent of the other Party, enter into any agreement regarding the sale, rental, management, repair, improvement, or any other matter affecting the Property that would be binding on the other Party or the Property after the Close of Escrow; (iii) shall not permit any act of waste or act that would tend to diminish the value of the Property for any reason, except that caused by ordinary wear and tear; and (iv) shall maintain the Property in its condition as of the date hereof, ordinary wear and tear excepted.

10.4 Notification. Each Party shall notify the other Party of any facts that would cause any of the representations contained in this Agreement to be untrue as of the Close of Escrow. If either Party reasonably believes that any fact materially and adversely affects the Property, such Party shall have the option to terminate this Agreement by delivering written notice thereof to other Party. In the event either Party elects to terminate this Agreement, all funds and documents deposited into escrow by or on behalf of each Party shall be returned to that Party, and all rights and obligations hereunder shall terminate.

11. Mutual Release & Indemnity. Each Party (i) releases and forever discharges the other Party from any and all claims and causes of action under or with respect to any Environmental Laws, including without limitation the California Hazardous Substance Account Act, California Health and Safety Code Section 25300 et seq., (including section 25359.7), the Comprehensive Environmental Response, Compensation, and Liability Act, (“CERCLA”) title 42 U.S.C. section 9601 et seq., the Resource Conservation and Recovery Act (“RCRA”) title 42 U.S.C. section 6901 et seq.; and the Clean Water Act, title 33 U.S.C. section 2601 et seq., as these laws may be amended in the future; and (ii) agrees to defend (with counsel approved by both Parties, which approval will not be unreasonably withheld) indemnify, protect and hold the other Party free and harmless from any claim, liability, damages of any kind, attorneys’ fees, costs, etc. arising out of or resulting from the physical condition or use of the Property on or after Close of Escrow, including, without limitation, due to the presence of Hazardous Substances on the Property, as well as any claims or causes of action threatened or made by anyone relating to the condition or use of the Property, including, without limitation, third parties adjoining property owners, governmental agencies, or claims brought under Proposition 65, California Health and Safety Code Sections 25249.5-25249.13.

11.1 “Hazardous Substances” means any chemical, compound, material, mixture, or substance that is now or may in the future be defined or listed in, or otherwise classified pursuant to any Environmental Laws (defined below) as a “hazardous substance”, “hazardous material”, “hazardous waste”, “extremely hazardous waste”, “infectious waste”, “toxic substance”, “toxic pollutant”, or any other formulation intended to define, list or classify substances by reason of deleterious properties such #5..
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10 as ignitability, corrosivity, reactivity, carcinogenicity, or toxicity. The term “hazardous substances” shall also include asbestos or asbestos-containing materials, radon, methyl tertiary butyl ether, perchlorate, polychlorinated biphenyls, petroleum, petroleum products or by-products, petroleum components, oil, mineral spirits, natural gas, natural gas liquids, liquefied natural gas, and synthetic gas usable as fuel, whether or not defined as a hazardous waste or hazardous substance in the Environmental Laws.

11.2 “Environmental Laws” means any and all federal, state and local statutes, ordinances, orders, rules, regulations, guidance documents, judgments, governmental authorizations, or any other requirements of governmental authorities, as may presently exist, or as may be amended or supplemented, or hereafter enacted, relating to the presence, release, generation, use, handling, treatment, storage, transportation or disposal of Hazardous Substances, or the protection of the environment or human, plant or animal health.

12. Miscellaneous Provisions.

12.1 Notices. Except as otherwise specified in this Agreement, all notices to be sent pursuant hereto shall be made in writing, and sent to the parties at their respective addresses specified below or to such other address as a party may designate by written notice delivered to the other parties in accordance with this Section. All such notices shall be sent by:
(i) personal delivery, in which case notice shall be deemed delivered upon receipt;
(ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered two (2) business days after deposit, postage prepaid in the United States mail; or
(iii) nationally recognized overnight courier, in which case notice shall be deemed delivered one (1) day after deposit with such courier.

City: City of Modesto
1010 10th Street
Modesto, CA 95354
Attention: City Manager
Gallo: E. & J. Gallo Winery
600 Yosemite Blvd.

Modesto, CA 95354
Attention: Tim Byrd, Deputy General Counsel
Gallo Glass: Gallo Glass Company
600 Yosemite Blvd.
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11 Modesto, CA 95354
Attention: Tim Byrd, Deputy General Counsel

12.2 Attorneys’ Fees. In any action at law or in equity, arbitration or other proceeding arising in connection with this Agreement, the prevailing party shall recover reasonable attorneys’ fees and other costs, including but not limited to court costs and expert and consultants fees incurred in connection with such action, in addition to any other relief awarded.

12.3 Escrow Cancellation Charges. If the escrow fails to close by reason of a default by Gallo, Gallo Glass, or City hereunder, such defaulting party shall pay all escrow or other Title Company charges. If the escrow fails to close for any reason other than default by a Party, then Gallo and City shall each pay one-half of such charges.

12.4 Amendments; Assignment. This Agreement may be amended only by a written instrument executed by the Parties hereto or their successors in title. This Agreement may not be assigned without written authorization from both Parties.

12.5 Severability. If any term, provision, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect unless the rights and obligations of the Parties have been materially altered or abridged thereby.

12.6 Waiver. A waiver by either party of the performance of any covenant or condition herein shall not invalidate this Agreement nor shall it be considered a waiver of any other covenant or condition, nor shall the delay or forbearance by either party in exercising any remedy or right be considered a waiver of, or an estoppel against, the later exercise of such remedy or right.

12.7 Default and Remedies. An event of default (“Default”) under this Agreement shall occur if either Party fails to comply with any of such Party’s covenants or obligations set forth herein and does not commence to cure such default within ten (10) days and fails to thereafter proceed with due diligence to cure such default. Upon the occurrence of an event of default hereunder the Parties may pursue all remedies at law or in equity including the remedy of specific performance. The rights and remedies of the Parties hereunder are cumulative, and the exercise or failure to exercise one or more of such rights or remedies by either Party shall not preclude the exercise by it, at the same time or different times, of any right or remedy for the same default or any other default.

12.8 Entire Agreement. This Agreement, together with Exhibits A through I which are hereby incorporated by reference, contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, documents and discussions pertaining thereto.
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12 12.9 Binding Effect; Due Authorization. This Agreement shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest and assigns of each of the Parties hereto. Any reference in this Agreement to a specifically named party shall be deemed to apply to any successor, heir, administrator, executor or assign of such party who has acquired an interest in compliance with the terms of this Agreement, or under law.

12.10 Parties Not Co-Venturers; No Brokers. Nothing in this Agreement is intended to or does establish the parties as partners, co-venturers, or principal and agent with one another. Each Party hereby represents and warrants to the other Party that it has retained no broker or other party to whom a commission or finder's fee is due with respect to the transactions contemplated hereby. Each Party agrees to defend, indemnify, and hold the other Party harmless from and against all claims, losses, costs, expenses and liabilities arising in connection with a breach of this representation and warranty by the indemnifying party. The terms of this Section shall survive the expiration or earlier termination of this Agreement and shall survive Close of Escrow.

12.11 No Third Party Beneficiaries. Nothing contained in this Agreement is intended by the Parties, nor shall any provision of this Agreement be deemed or construed by the Parties or by any third person, to be for the benefit of any third party, nor shall any third party have any right to enforce any provision of this Agreement or be entitled to damages for any breach by Gallo, Gallo Glass, or City of any of the provisions of this Agreement.

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

12.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

12.14 Further Assurances. The Parties each agree to execute, acknowledge and deliver to the other such other documents and instruments, and to undertake such actions, as either shall reasonably request or as may be necessary to carry out the intent of this Agreement.

12.15 Governing Law; Time is of the Essence. This Agreement shall be interpreted under and pursuant to the laws of the State of California without regard to principle of conflicts of laws. Venue for any dispute arising out of this Agreement shall #5..
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13 be in the state or federal courts of Stanislaus County. Time is of the essence and is a material term for all conditions and provisions contained in this Agreement.

12.16 No Merger; Survival of Representations. The obligations stated herein which are intended to operate after the Close of Escrow, including without limitation indemnification obligations, shall not merge with the transfer of title but shall remain in effect until fulfilled as provided herein. Without limiting the generality of the foregoing, the representations and warranties made by each Party shall survive Close of Escrow.

12.17 Indemnification. Each Party shall indemnify, defend and hold harmless the other Party and its respective boards, commissions, and elected and appointed officials, employees, agents and contractors (collectively “Indemnitees”) from and against all claims, actions, proceedings, demands, liabilities, judgments, losses, expenses (including reasonable attorneys’ fees and expenses) and costs (collectively “Claims”) arising out of or related to (i) any breach by the indemnifying party of this Agreement; (ii) any liability or obligation of indemnifying Party which the indemnified Party is not required to assume hereunder or accruing prior to such assumption; or (iii) the inaccuracy or breach of any of the representations, warranties, or covenants made by the indemnifying Party. Each Party shall promptly notify the other Party of any such Claim. Nothing contained in this Section shall prohibit a Party from participating in a defense of any Claim, and if it chooses to do so, it shall be reimbursed for its reasonable attorneys’ fees and expenses. The provisions of this Section shall survive the expiration or termination of this Agreement and Close of Escrow.

SIGNATURES ON FOLLOWING PAGE
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14 IN WITNESS WHEREOF, the City and Gallo have executed this Agreement as of the Effective Date first written above.

CITY OF MODESTO
By: _______________________________
Joseph P. Lopez, City Manager
ATTEST:

By:

Diane Nayares-Perez, City Clerk
(SEAL)

APPROVED AS TO LEGAL FORM
By: _______________________________
Jose M. Sanchez, City Attorney
E. & J. Gallo Winery
By: ________________________________
Its: _____________________________
Gallo Glass Company
By: ________________________________
Its: _____________________________
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15 Exhibit A

CITY PROPERTY
(Attach legal description)
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B-1
Exhibit B

CITY PROPERTY
(Attach Depiction)
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C-1
Exhibit C

GALLO PROPERTY
(Attach legal description)
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Exhibit D

GALLO PROPERTY
(Attach Depiction)
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Exhibit E

GALLO GLASS PROPERTY
(Attach Legal Description)
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Exhibit F

GALLO GLASS PROPERTY
(Attach Depiction)
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Exhibit H

CITY GRANT DEED
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Exhibit H

GALLO GRANT DEED
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Exhibit I

GALLO GLASS GRANT DEED
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1 State of California - The Natural Resources Agency

DEPARTMENT OF PARKS AND RECREATION

TRANSFER AGREEMENT

1. RECITALS
This AGREEMENT is entered into between the California DEPARTMENT of Parks and Recreations (“hereinafter referred to as “DEPARTMENT” and the CITY of Modesto (hereinafter referred to as “CITY”).

The CITY received $38,902 in grant funds from The Safe Neighborhood Parks, Clean Water, Clean Air, and Coastal Protection Bond Act of 2000 (the Villaraigosa-Keeley Act), Public Resources Code Division 5, Chapter 1.692 (hereinafter referred to as the “ACT”) for the purpose of making improvements to Beard Brook Park, located in the City of Modesto.

The CITY and the DEPARTMENT entered into a contract (identified as Contract Number C2003515) for the disbursal and use of these funds, which is attached as Exhibit A.

The ACT requires grant recipients to agree to use the property funded by the ACT only for the purposes of the ACT unless authorized by specific act of the Legislature.

The CITY seeks to dispose of Beard Brook park for a use not consistent with the terms of the ACT.

Chapter 718, statutes of 2021, authorizes the disposition of Beard Brook Park if all of the following conditions are met:
(1) The CITY obtains an independent appraisal of the fair market value of the Beard Brook Park property, as approved by the DEPARTMENT, and submits the appraisal to the DEPARTMENT no later than January 7, 2022.
(2) The CITY obtains an independent appraisal of the fair market value of the proposed replacement park property to be acquired, as approved by the DEPARTMENT, and submits the appraisal to the department no later than January 7, 2022.
(3) The fair market value of the proposed replacement park property is equal to or greater than the highest of the following:
(A) The original amount of the grant received by the CITY for the acquisition or development of Beard Brook Park.
(B) The fair market value of the Beard Brook Park property. (C) The actual sales price of the Beard Brook Park property. (4) The recreational utility to the public of the proposed replacement park property is equal to or greater than that of the Beard Brook Park property, as approved by the DEPARTMENT.
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2 (5) No later than January 7, 2022, the CITY provides the DEPARTMENT with all of the following:
(A) Preliminary title reports that set forth all liens, encumbrances, easements, restrictions, conditions, exceptions, and other matters of record affecting title to the Beard Brook Park property and the proposed replacement park property. (B) A written environmental site assessment on the proposed replacement park property that describes the presence, absence, and nature of all known hazardous substances, environmental problems, faults, defects, and violations located in, on, under, or around the proposed replacement park property. (C) A written attestation from the CITY regarding the presence and nature of all known hazardous substances, environmental problems, faults, defects, and violations located in, on, under, or around the proposed replacement park property, including whether the city objects to those hazardous substances, environmental problems, faults, defects, or violations. (D) A written feasibility study that evaluates the suitability of the proposed replacement park property for public recreation.
(E) A complete and detailed list of the “Permitted Exceptions” listed in the preliminary title reports for the Beard Brook Park property and the proposed replacement park property that the city and current owner of the proposed replacement park property have agreed on.
(F) A complete and detailed list of all rights, liens, mortgages, and bonds that remain in force against both the Beard Brook Park property and the proposed replacement park property, and the details of all agreements between the CITY and the current owner of the proposed replacement park property regarding the nature, payment, or retirement of those rights, liens, mortgages, and bonds. (6) No later than June 25, 2023, and before the CITY disposes of the Beard Brook Park property, the CITY provides the department with final title reports that set forth all liens, encumbrances, easements, restrictions, conditions, exceptions, and other matters of record, including a detailed list of the “Permitted Exceptions” listed in the final title reports that the city and current owner of the replacement park property have agreed on, that affect title to the Beard Brook Park property or the proposed replacement park property.
(7) No later than June 25, 2023, and before the CITY’s acquisition of the proposed replacement park property, the owner of the proposed replacement park property corrects all known hazardous substances, environmental problems, faults, defects, and violations located in, on, under, or around the proposed replacement park property that the CITY objected to in the written attestation provided to the department pursuant to subparagraph (C) of paragraph (5). (8) No later than June 25, 2023, and before the CITY’s acquisition of the proposed replacement park property, the CITY provides the department with a detailed written report of all known hazardous substances, environmental problems, faults, defects, and violations located in, on, under, or around the proposed replacement park #5..
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3 property that have been corrected and a list of all those hazardous substances, environmental problems, faults, defects, or violations that have not been corrected. (9) Upon the requirements of paragraphs (1) to (8), inclusive, being met, and before the city disposes of the Beard Brook Park property, the CITY enters into a final written agreement with the DEPARTMENT, approved by the DEPARTMENT, to transfer all of the CITY’s responsibilities and obligations pursuant to any grant contract applicable to the Beard Brook Park property to the proposed replacement park property in perpetuity.
(d) Replacement park property acquired pursuant to subdivision (c) shall be used for the Beard Tuolumne River Park purposes and shall be subject to all applicable requirements of the Safe Neighborhood Parks, Clean Water, Clean Air, and Coastal Protection Bond Act of 2000 (the Villaraigosa-Keeley Act). (e) Replacement park property acquired pursuant to subdivision (c) shall be acquired before or simultaneous with disposing of the Beard Brook Park property pursuant to subdivision (c).

2. General Provisions
A. Definitions

1. The term “Act” as used herein means the Appropriation for the Program.

2. The term “Application” as used herein means the individual Application and its required attachments for grants pursuant to the enabling legislation and/or program.

3. The term “Development” as used herein means improvements to real property by construction of new facilities or renovation or additions to existing facilities.

4. The term “Project” as used herein means the Riverwalk Trail, which will be part of the Tuolumne River Regional Park (TRRP). The TRRP already includes 4.1 miles of Class 1 Trail, more than 6.2 miles of naturalized recreation trails, and other existing recreation features. The Project will include the Gateway Parcel to Mary Grogan Grove Section of trail to be designed and constructed.

5. The term “State” as used herein means the State of California Department of Parks and Recreation.

6. The term “Replacement Park Property” or “Replacement Property” means the

12.13-acre portion of Assessor’s Parcel Numbers 035-016-010 and 035-018- 009, which are owned by E&J Gallo Winery, as well as portions of 035-018- 013 and 035-024-007, which are owned by Gallo Glass Company. The Replacement property is located west of South Santa Cruz Avenue, south of Yosemite Avenue in Modesto, California.
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4 B. Project Execution
CITY agrees to the following:

1. CITY shall ensure that the Replacement Property identified in 2.A.6. is maintained and operated in perpetuity for park purposes.

2. The CITY shall provide for public access to Project facilities in accordance with the intent and provisions of the enabling legislation and/or program.

3. The Grantee shall maintain and operate the Replacement Property in perpetuity. With the approval of the State, the CITY, or the CITY’S successor in interest in the Replacement Property, may transfer the responsibility to maintain and operate the Replacement Property in accordance with this section. CITY shall use the Replacement Property only for the purposes for which the grant was made and shall make no other use or sale or other disposition of the property, except as authorized by specific act of the Legislature. The agreements specified in this section shall not prevent the transfer of the Replacement Property from CITY to a public agency, if the successor public agency assumes the obligations imposed by those agreements. If the use of the Replacement Property is changed to a use that is not permitted by the category from which the grant funds were appropriated, or if the Replacement Property is sold or otherwise disposed of, legislative approval shall be obtained by CITY. If the Replacement Property sold or otherwise disposed of is less than the entire interest in the Replacement Property, an amount equal to either the proceeds from the sale or other disposition of the interest or the fair market value of the interest sold or otherwise disposed of, whichever is greater, shall be used by the CITY for a purpose authorized by the category from which the funds were appropriated, pursuant to agreement with the State as specified in this section, or shall be reimbursed to the fund and be available for Appropriation by the Legislature only for a use authorized by that category.

C. Hold Harmless

1. CITY shall waive all claims and recourse against the State including the right to contribution for loss or damage to persons or property arising from, growing out of, or in any way connected to this Agreement, except claims arising from the concurrent or sole negligence of the State, its officers, agents, and employees.

2. CITY agrees that in the event the State is named as codefendant under the provisions of Government Code Section 895 et. seq., the CITY shall notify the State of such fact and shall represent the State in the legal action unless the State undertakes to represent itself as codefendant in such legal action in which event the State shall bear its own litigation costs, expenses, and attorney’s fees.

3. CITY shall indemnify, hold harmless and defend the State, its officers, agents and employees against any and all claims, demands, costs, expenses or liability costs arising out of legal actions pursuant to items to which CITY has certified. #5..
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5 CITY acknowledges that it is solely responsible for compliance with items to which it has certified.

D. Nondiscrimination

1. CITY shall not discriminate against any person on the basis of sex, race, color, national origin, age, religion, ancestry, sexual orientation, or disability in the use of any property or facility acquired or developed pursuant to this Agreement.

2. CITY shall not discriminate against any person on the basis of residence except to the extent that reasonable differences in admission or other fees may be maintained on the basis of residence and pursuant to law.

3. All facilities shall be open to members of the public generally, except as noted under the special provisions of this Agreement or under provisions of the enabling legislation and/or program.

E. Severability
If any provision of this Agreement is held invalid by a court of competent jurisdiction, that invalidity shall not affect other provisions of the Agreement which can be given effect without the invalid provision, and to this end the provisions of this Agreement are severable.

DPR:

California Department of Parks and
Recreation
Signature:______________________
Printed Name: __________________
Title: __________________________
Dated: ________________________
DPR Legal Counsel:

California Department of Parks and
Recreation
Signature:_____________________
Printed
Name:________________________
Title:__________________________
Dated: ________________________
City:

City of Modesto
Signature:_____________________
Printed
Name:________________________
Title:_________________________
Dated: _______________________
City Legal Counsel:

City of Modesto
Signature:____________________
Printed
Name:________________________
Title:_________________________
Dated: _______________________
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6 EXHIBIT A - Contract Number C2003515
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Appraisal Report

PREPARED FOR

RYAN DAUGHERTY, PROPERTY AGENT

CITY OF MODESTO

PREPARED BY

CHAPMAN & PATTON

EFFECTIVE DATE OF VALUE
JANUARY 26, 2021
BEARD BROOK PARK – CITY OF MODESTO PROPERTY
PORTION OF APN 106-034-001

SOUTH MORTON BOULEVARD

MODESTO, CALIFORNIA
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Po Box 973
Oakdale, CA 95361
Phone (209) 484-3217
Fax (209) 844-0320
www.chapmanandpatton.com
May 8, 2021
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 unencumbered fee simple interest of an 11.99-acre portion of Assessor’s Parcel Number 106-034-001, which is owned by the City of Modesto. The parcel is located along the easterly side of South Morton Boulevard, south of Yosemite Avenue in Modesto, California. The property being appraised will be referred to as the Subject property in this report.

The purpose of the appraisal report is to provide Ryan Daugherty with the City of Modesto with a basis for determining the fair market value of the fee simple interest of the Subject as of a current valuation date. It is understood that the appraisal will be used by the City of Modesto to help establish a basis of value for a potential land swap with E&J Gallo Winery in connection with the Tuolumne Regional River Park District Riverwalk Project. This report serves to update a prior report with additional information.

The accompanying report contains a brief description of the property to be appraised. A site visit was conducted on January 26, 2021 in the company of Nathan Houx, City of Modesto representative.

I have gathered pertinent information, sales and other data relevant to the valuation, and analyzed the data to reach my conclusions. In my opinion, the market value of the Subject property as of January 26, 2021 was $240,000.

This is an Appraisal Report that is performed in accordance with generally accepted reporting requirements for Uniform Standards of Professional Appraisal Practice 2-2(a). Please refer to the General Assumptions and Limiting Conditions, as well as the Extraordinary Assumptions and Hypothetical Conditions found in the Introduction 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 ................................................................................................................................................. 1 Intended User and Client .............................................................................................................................. 2 Definitions..................................................................................................................................................... 2 General Assumptions and Limiting Conditions............................................................................................ 3 Extraordinary Assumptions and Hypothetical Conditions............................................................................ 4 Certification of Appraiser ............................................................................................................................. 5 Summary of Salient Facts............................................................................................................................. 6

ANALYSIS
Market Update .............................................................................................................................................. 7 Market Conditions ........................................................................................................................................ 7 Area, City and Neighborhood Data............................................................................................................... 9 Subject Property Photographs..................................................................................................................... 12 Subject Property Identification ................................................................................................................... 15 Property Data .............................................................................................................................................. 15 Highest And Best Use - As Vacant............................................................................................................. 23 Highest And Best Use Conclusion.............................................................................................................. 23

VALUATION
Approaches to Value................................................................................................................................... 24 Sales Comparison Approach....................................................................................................................... 24 Indicated Value using the Sales Comparison Approach............................................................................. 28 Exposure Time............................................................................................................................................ 28

ADDENDA
Addendum A – Qualifications of Appraiser ............................................................................................... 29 Addendum B – Preliminary Report ........................................................................................................... 34 Addendum C – Comparable Sales - Satellite Images................................................................................. 52 Addendum D – Zoning Ordinance.............................................................................................................. 56 #5..
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Beard Brook Park - City of Modesto Property
South Morton Boulevard, Modesto, CA

CHAPMAN & PATTON