Economic Development Committee
February 6, 2023

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www.modestogov.com
AGENDA
City of Modesto

ECONOMIC DEVELOPMENT COMMITTEE / COUNCIL

WORKSHOP
Held Via Teleconference
(To Access Meeting Please See Instructions Below)
Monday, February 06, 2023 at 4:00 PM
*Roll Call: Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
Eric Alvarez, Member
Alternates: David Wright, Nick Bavaro, Rosa Escutia-Braaton, Jeremiah Williams * Please Note: In order to respond to COVID-19, and pursuant to AB 361, the City will hold this meeting via teleconference and Committee Members will be calling in. “Wordly” can translate into 25+ different languages! To access written translation during the meeting, please scan the QR Code or click this link https://attend.wordly.ai/join/RJDY-6364.
"Wordly" puede traducir a más de 25 idiomas diferentes! Para acceder a la traducción durante la reunión, por favor escanee el código QR o haga clic en el enlace https://attend.wordly.ai/join/RJDY-6364.

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

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

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
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https://us02web.zoom.us/j/86945970570,
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To use Zoom, please visit: https://zoom.us/ and either sign-up for a free Zoom account or continue as a guest. Once you have downloaded the app onto your mobile device, joined from your web browser, or downloaded the Zoom software on your computer you will be ready for the upcoming Committee meeting.

Joining the Committee meeting via Telephone
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Providing Public Comment on Zoom and by Telephone
The Committee Chairman will request public comment during the Public Comment periods on the meeting agendas and during each Regular Calendar Item on the Committee Agenda. Once the Chairman has announced the public comment period, please do one of the following.

USING A COMPUTER OR SMART PHONE APP:
 Click on the “Raise Hand” feature in the webinar controls. This will notify City staff that you have raised your hand.
 City staff will unmute your microphone when it is your turn to provide - 2 -
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public comment.
 A prompt will appear to confirm you would like to be unmuted and then you will have three minutes to provide public comment.
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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.
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 You will hear “you are unmuted” and then you will have three minutes to provide public comment.
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Please visit Zoom’s website support page on helpful tips to prepare for the meeting:
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Council has not delegated directive or final approval authority to the Committees. Committee actions are recommendations to the full City Council, not final decisions on an issue. This meeting is also noticed as a City Council workshop.

PUBLIC COMMENTS
Please refer to special public comment instructions above.

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

CONSENT ITEMS – ROLL CALL VOTE REQUIRED:

Information concerning the consent items listed below has been forwarded to each Committee Member prior to this meeting for study. Unless some member of the audience or Committee Member has a question concerning an item and asks that it be withdrawn from the consent list, - 3 -
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the 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 First Amendment to the Agreement with Pacific Gas and Electric for Gas SmartMeter installation and forwarding to Council for approval. (Funding Source: Surface Transportation Fund)
 Motion approving the First Amendment to the Agreement with Pacific Gas and Electric for Gas SmartMeter installation and forwarding to Council for approval.

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

2. Consider approving an Agreement with CentralSquare Technologies, LLC (CentralSquare) for the Annual Maintenance of Lucity, a Computerized Maintenance Management System (CMMS)Software for a total amount not to exceed $226,415 over five years. (Funding Source: Wastewater Fund, Water Fund, Storm Drain Fund, General Fund)
 Motion approving the Sole Source Agreement with CentralSquare Technologies for the Annual Maintenance of Lucity, a Computerized Maintenance Management System for a five year Agreement with an estimated annual amount of $43,075 to include an annual increase of 2.5%, for a total amount not to exceed $226,415; and forwarding to Council for approval.

UTILITIES; Jason Farnsworth, 209-577-6255, [email protected] - 4 -
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Consent

3. Consider approving an Agreement with Stanislaus County for Engineering Review and Construction Inspection Services relating to the West Modesto County Area 9 Sewer Infrastructure, in an amount not to exceed $225,000. (Funding Source: Capital Improvement Support Fund)
 Motion approving an Agreement with Stanislaus County for Engineering Review and Construction Inspection Services for the West Modesto County Area 9 Sewer Infrastructure Project, in an amount not to exceed $225,000, authorizing the City Manager, or his designee, to execute the Agreement, and forwarding to Council for approval.

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

NEW BUSINESS

4. Consider approving a Revolving Loan Fund Program for Capital Facilities Fees, Water Connection and/or Wastewater Capacity Fees; and a Downtown Revolving Loan Fund Program for Construction Costs and Fees and forwarding to Council for approval. (Funding Source: American Rescue Plan Act)
 Motion approving a Revolving Loan Fund Program for Capital Facilities Fees, Water Connection and/or Wastewater Capacity Fees; and a Downtown Revolving Loan Fund Program for Construction Costs and Fees and forwarding to Council for approval.

CED; Peter Ibrahim, 209-577-5211, [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:

February 6, 2023
Date: December 27, 2022
TO: Economic Development Committee
Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
Eric Alvarez, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Bill Sandhu, Director of Public Works
SUBJECT: Pacific Gas and Electric Amendment for Gas SmartMeter Installation CONTACT: Mark G. Murphy, Traffic Engineer, [email protected], 209-577-5431 DESCRIPTION:

Consider approving the First Amendment to the Agreement with Pacific Gas and Electric for Gas SmartMeter installation and forwarding to Council for approval. (Funding Source: Surface Transportation Fund)
STRATEGIC PLAN ELEMENT:

This item is consistent with Council’s Strategic Commitment Area of Focus: “Quality of Life Goals and Strategies”; engage partners across the community to ensure the safety, resilience, and attractiveness of Modesto; Goal A: “Improve community safety and quality of life through a combination of prevention and intervention efforts that address safety and it’s underlying issues.”
BACKGROUND:

On July 1, 2008, by Resolution No. 2008-401, Council approved a 20-year license agreement with Pacific Gas & Electric (PG&E) for the installation of Gas SmartMeter equipment on all Cityowned streetlights. These communication devices are data collector units that automatically read customer gas meters and transmit the data to the PG&E central office.

There are several benefits to the Gas SmartMeter program, among them are:
1) Gas SmartMeters allow PG&E to read meters remotely, virtually eliminate estimated bills, detect energy theft remotely, eliminate the need to pro-rate billing following a change-of-party move, and provide customers with an opportunity to save money on their bills by switching to a demand-response rate option. #1..
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Economic Development Committee, February 6, 2023
Pacific Gas and Electric Amendment for Gas SmartMeter Installation

2) Customers receive more detailed energy usage information to better understand and manage their bills and be able to participate in future energy efficiency and demand response program.
3) PG&E can detect outages remotely and restore services faster.

The 20-year agreement with PG&E is summarized below:
1) Holds PG&E liable for any damages or injury that might occur because of its equipment. 2) Addresses visual esthetics by installing the Gas SmartMeters on existing streetlights, instead of locating additional poles. As a public utility, PG&E is authorized to install its own poles in the public right-of-way.
3) Provides the City with one-time revenue for each Gas SmartMeter installed paid in lump sum.

DISCUSSION:

In June of 2021, the City received a request from PG&E to add a Gas SmartMeter location at 4776 Parker Road. This is allowed per the agreement, so long as Exhibit A is updated identifying each of the locations the SmartMeters are approved for installation. 4776 Parker Road is within a flat rate service area, in which streetlights are paid for on a flat rate, not metered.

Modesto Irrigation District (MID) has had numerous policy updates since 2008, one of which is disallowing attachments requiring power to flat rated areas. MID now requires any additional item that requires power be installed on a metered service.

Therefore, the proposed Amendment now requires any additional SmartMeter location to be on a metered service or requires PG&E to install a service for the equipment to be metered.

FISCAL IMPACT:

The City currently charges a $780 licensee fee that is prorated from 2008 for the 20-year agreement term and an additional $120 administrative fee to process the request. Revenue shall be deposited in Surface Transportation Fund 1700-53520 – Electricity Utility Cost Center.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion approving the First Amendment to the Agreement with Pacific Gas and Electric for Gas SmartMeter installation and forwarding to Council for approval. #1..
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Economic Development Committee, February 6, 2023
Pacific Gas and Electric Amendment for Gas SmartMeter Installation

Approved by:

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

1. 2008 AT&T Agreement

2. Amendment Agreement
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EXHIBIT A

STREETLIGHT LICENSE AGREEMENT
To CITY OF MODESTO Date: July 31, 2022
JAMES ASHBY, TE Agreement: XXDC-00-0027
P.O. Box 642
MODESTO, CALIFORNIA, 95353
In accordance with that certain Streetlight License Agreement between the City of Modesto (“City”) and PG&E dated July 01, 2008 (the “Agreement”) we hereby request permission to place, relocate, or update data associated with the attachments on the City streetlights designated below.

1. Location of all streetlight attachments:

NLC # Street Device
Type NLC # Street Device Type
12171 W/S DALE RD DCU 12201 211 LAS PLAMAS AVE DCU
12172 W/S SISK RD DCU 12202 220 KINGSTON LN DCU
12173 3732 WOODGLEN DR DCU 12214 3716 LOUISBURG DCU
12178 827 WALNUT WAY DCU 12216 4776 Parker Rd DCU
12186 IFO 1341 MC WILLIAMS WAY DCU 12217 BTW 1900/1901 NATCHEZ WAY DCU 12187 E/S MORSE RD DCU 12218 3921 RUFFED GROUSE DCU
12190 3648 VENEMAN AVE DCU 12219 A/F 2717 MARINA DR DCU 12191 1417 LECOURBE DCU 12220 1720 BERGEN DR DCU
12192 2101 HISTORY WAY DCU 12221 1317 SHARONWOOD DR DCU 12193 948 SYLVAN MEADOWS DR DCU 12222 1002 E FAIRMONT AVE DCU 12194 200 ERICWOOD CT DCU 12223 511 TOULUMNE BLVD DCU
12195 1816 ROBBIE AVE DCU 12226 2316 USTICK RD DCU
12196 1520 GRAPE AVE DCU 12228 S/S HATCH RD DCU
12197 Calle De Rosas DCU 12229 508 CRATER AVE DCU
12198 ENSLEN AVE DCU 16369 ENCINA AVE @ PHOENIX AVE DCU 12199 L ST DCU 19444 3124 CLARKSBURG WY DCU
12200 SHERMAN AVE DCU
As locations are removed, available slots that have already been paid can be utilized for future installations with an updated Exhibit A. Current available slots are 0.

2. Schematic drawing of the attachments to be contracted under this permit are attached. Location of each streetlight shown as a pin by NLC on the map attached. Individual additions, relocations, removals outlined in Specific Modifications section.

Permittee: Pacific Gas and Electric Company Department: SmartMeter Operations Authorizing Name: Ping Zhao Phone: (877) 709-7662

3. City will update contact information for PG&E to receive all Notices, as indicated in the agreement, to the following address.

PART 1 REQUEST FOR ACCESS
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PG&E's Address:

Pacific Gas & Electric Company
SmartMeter Operation Center
c/o Patrick Mulshine
1850 Gateway Boulevard Ste 8020B,
Concord, CA 94520-3279
Subject to the terms and conditions of the Agreement, you are hereby authorized to install the attachments described in this Exhibit.

CITY OF Modesto:

BY: Execution Date:

PART 2 AUTHORIZATION
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Exhibit A - PG&E SmartMeter DCU Equipment Schematic
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Exhibit A - PG&E SmartMeter AP & Relay Equipment Schematic #1..
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Exhibit A - PG&E SmartMeter Equipment Specific Modifications NLC # Street City Latitude Longitude Device
Type
Ownership Power &
Mounting
Action
12216 4776 Parker Rd Modesto 37.667116 -120.907169 DCU City of Modesto Streetlight Addition #1..
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Exhibit A – Map of PG&E SmartMeter Equipment on Modesto City Streetlights #1..
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

February 06, 2023
Date: January 17, 2023
TO: Economic Development Committee
Sue Zwhalen, Chair
Chris Ricci, Vice-Chair
Eric Alvarez, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Computerized Maintenance Management System Annual Software Maintenance for Lucity
CONTACT: Jason Farnsworth, Wastewater Division Manager, [email protected], 209-577-6255
DESCRIPTION:

Consider approving an Agreement with CentralSquare Technologies, LLC (CentralSquare) for the Annual Maintenance of Lucity, a Computerized Maintenance Management System (CMMS)Software for a total amount not to exceed $226,415 over five years. (Funding Source:

Wastewater Fund, Water Fund, Storm Drain Fund, General Fund) STRATEGIC PLAN ELEMENT:

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

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

BACKGROUND:

In April 2014, the City Auditor, Moss Adams, issued a Water and Wastewater Efficiency Study Final Report. Finding #14 recommended the existing CMMS be replaced in Wastewater Collections, and Finding #15 recommended the City pursue mobile technologies that allow for data entry, work order receipting, and field communication.

On January 12, 2016, by Resolution No. 2016-08, Council approved an agreement with Lucity Inc., Overland Park, KS (Lucity), for the purchase and implementation of a CMMS for Wastewater Collections to improve critical business processes using the most effective and efficient system to support utilities operational needs.

In March 2017, the implementation of the Lucity CMMS was completed within Wastewater Collections.
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Economic Development Committee, February 06, 2023
Computerized Maintenance Management System Annual Software Maintenance for Lucity

On March 13, 2018, by Resolution No. 2018-117, Council approved an agreement for the purchase of a Utility Department enterprise license for Lucity and two additional implementations of Lucity in the Water Division and Wastewater Division Environmental Compliance Section with Lucity, Inc. for an initial cost of $276,075 and a total cost not to exceed $439,100 over five years.

On April 24, 2018, by Resolution No. 2018-171, Council approved an amendment to Agreement #137798 for additional funds related to the purchase of an enterprise license for ESRI Geographical Information Services (GIS) software and to account for the cost to integrate ESRI GIS and Lucity.

The current agreement the City holds with CentralSquare for the maintenance of Lucity is due to expire on March 20, 2023.

DISCUSSION:

Since the implementation of Lucity, the Utilities, Public Works and the Parks, Recreation and Neighborhoods (PRN) Departments have been able to successfully manage assets, respond to customer requests, conduct preventative maintenance, manage work orders, and generate reports.

Lucity CMMS software includes modules applicable to City-Wide Departmental use1. This software is fully integrated with GIS, which plays a vital role in effectively generating timely and accurate reports for internal and external customers, improves efficiency, data analysis and reporting, and allows management to make informed and timely decisions.

A new agreement is necessary to continue the uninterrupted support and maintenance of the City’s Lucity software and receive the full benefits of this Computerized Maintenance Management System.

Modesto Municipal Code (MMC) Section 8-3.203 generally requires all purchases, in excess of fifty thousand dollars ($50,000) to follow formal bid procedures. However, MMC 8-3.204(b) provides that a purchase may be exempted from the City’s formal bidding requirement where the Purchasing Agency’s requirements can be met solely by a single article or process.

Additionally, MMC 8-3.204(d) provides that a purchase may also be exempted where the Purchasing Manager, in her discretion, determines that a process other than the formal bid procedure set forth in Section 8-3.203 will result in a procurement for the City at the lowest possible cost commensurate with the desired quality. Here, CentralSquare Technologies, LLC should be exempt from the formal bidding procedure in accordance with Modesto Municipal Code 8-3.204(b) since they are the original manufacturer and the only vendor that is able to provide this software. Additionally, CentralSquare Technologies, LLC should be exempt from the formal bidding procedure in accordance with Modesto Municipal Code 8-3.204(d) it is only sold as a direct transaction between CentralSquare and end clients. Therefore, this purchase qualifies for exemption from the formal bidding procedure. 1 Lucity includes modules for Environmental, Sewer, Storm, Transportation, Water, Electrical, Gas, Trees/Parks, Fleet, Plant/Equipment, Facility, and Refuse/Recycling. #2..
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Economic Development Committee, February 06, 2023
Computerized Maintenance Management System Annual Software Maintenance for Lucity

FISCAL IMPACT:

All costs associated with the annual maintenance requirements of Lucity have been budgeted in the Fiscal Year 2022-2023 operating budget.

The cost analysis and summary for the previous five-year spend is represented in the following table. During this previous Agreement cycle, CentralSquare Technologies underwent an internal reorganization and Lucity Inc., was consolidated into Tritech Software Systems, a subsidiary of CentralSquare Technologies, LLC. This change is represented by the multiple contract numbers during the previous five-year summary2.

AGREEMENT YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 TOTAL
137798 $320,575 $0 $42,025 $0 $0 $362,600
195958 $0 $0 $4,123 $39,331 $42,024 $85,478
TOTAL $320,575* $0 $46,148 $39,331 $42,024 $448,078

LUCITY PAST FIVE-YEAR SUMMARY
*Cost included: Water and Stormwater implementation and the purchase of Lucity Enterprise License.

The anticipated costs have been funded within the Utilities, Public Works and PRN Department Funds and will continue to be budgeted according to future anticipated costs over the next five years. CentralSquare will implement a 2.5% increase in years two through five for maintenance fees. The entire scope of maintenance fees and associated costs can be found in the Exhibit A attachment.

Lucity Maintenance Fees YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 Total System Maintenance (4100-45020-53300) $3,309 $3,475 $3,649 $3,831 $4,023 $18,287 Construction (4100-45040-53300) $3,309 $3,475 $3,649 $3,831 $4,023 $18,287 Wells and Tanks (4100-45050-53300) $3,309 $3,475 $3,649 $3,831 $4,023 $18,287 Water Quality (4100-45055-53300) $3,309 $3,475 $3,649 $3,831 $4,023 $18,287 Service and Meters (4100-45060-53300) $3,309 $3,475 $3,649 $3,831 $4,023 $18,287 Sewer Collections (4210-44211-53300) $16,503 $17,328 $18,194 $19,104 $20,059 $91,188 Stormwater Compliance (4480-44111-53300) $4,457 $4,679 $4,913 $5,159 $5,417 $24,625 Park Operations (0100-35220-53300) $1,324 $1,390 $1,459 $1,532 $1,609 $7,314 Streets (1700-53130-53300) $883 $927 $973 $1,022 $1,073 $4,878 Concrete (Streets) (1700-53142-53300) $441 $463 $486 $511 $536 $2,437 Traffic Electrical (1700-53540-53300) $1,324 $1,390 $1,459 $1,532 $1,609 $7,314 Traffic Operations (1700-53550-53300) $1,324 $1,390 $1,459 $1,532 $1,609 $7,314 Forestry (4892-56040-53300) $1,324 $1,390 $1,459 $1,532 $1,609 $7,314 Total Cost $44,125 $46,332 $48,647 $51,079 $53,636 $243,819 Green Waste Fund
Surface Transportation Fund

LUCITY CMMS ESTIMATED COST BREAKDOWN BY ACCOUNTING STRING Water Fund
Wastewater Fund
Stormwater Fund
General Fund
2 Lucity Inc. Agreement #137798. CentralSquare Technologies, LLC Agreement #195958 #2..
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Economic Development Committee, February 06, 2023
Computerized Maintenance Management System Annual Software Maintenance for Lucity

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion approving the Sole Source Agreement with CentralSquare Technologies for the Annual Maintenance of Lucity, a Computerized Maintenance Management System for a five (5) year Agreement with an estimated annual amount of $43,075 to include an annual increase of 2.5%, for a total amount not to exceed $226,415; and forwarding to Council for approval.

Approved by:

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

1. Agreement_Draft

2. Financial Interest Disclosure

3. Bid Waiver
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CentralSquare Support and Maintenance Agreement
This CentralSquare Support and Maintenance Agreement (the "Agreement"), effective as of the latest date shown on the signature block below (the "Effective Date"), is entered into between CentralSquare Technologies, LLC, a Delaware Limited Liability Company with its principal place of business in Lake Mary, FL ("CentralSquare") and the City of Modesto, California ("Customer"), together with CentralSquare, the "Parties", and each, a "Party".

WHEREAS, Lucity, Inc and Customer have entered into an agreement on January 12, 2016; and WHEREAS, through asset purchase on or about 2018, CentralSquare Technologies, LLC., is the owner of all Lucity, Inc., products, services, and contractual obligations; and WHEREAS, this CentralSquare Support and Maintenance Agreement supersedes and replaces the Agreement dated January 12, 2016, and is entered into to provide continued Software Support for Customer’s licensed CentralSquare software applications for a period as further defined herein; and WHEREAS, CentralSquare licenses and gives access to certain software applications (“Solutions”) to its customers and also provides maintenance, support, migration, installation, and other professional services; and WHEREAS, Customer desires to license and/or gain access to certain Solutions and receive professional services described herein, and CentralSquare desires to grant and provide Customer license and access to such offerings as well as to support them with professional services, subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, by the signatures of their duly authorized representative below, the Parties intending to be legally bound, agree to all of the following provisions and exhibits of this Agreement:

CentralSquare Technologies, LLC City of Modesto, CA
1000 Business Center Dr.

Lake Mary, FL 32746
P.O. Box 642
Modesto, CA 95353
By: By:

Print Name: Print Name:

Print Title: Print Title:

Date Signed: Date Signed:

1. Solution: Enterprise Asset Management – Public Administration

2. Term.

2.1. Initial Term. The Initial Term of this Agreement commences as of the Effective Date and will continue in effect for five (5) years from such date unless terminated earlier pursuant to any of the Agreement’s express provisions (the “Initial Term”).

2.2. Renewal Term. This Agreement will automatically renew for additional successive one (1) year terms unless earlier terminated pursuant to any of the Agreement’s provisions (a “Renewal Term” and, collectively, with the Initial Term, the “Term”).

2.3. Non-Renewal. Either party may elect to end renewal of the contract by issuing a notice of non-renewal, in writing, to the other party six (6) months prior to the expiration of the current contract term.

3. Fees. In consideration of the rights and services granted by CentralSquare to Customer under this Agreement, Customer shall make payments to CentralSquare pursuant to the amounts and payment terms outlined in Exhibit 1 (the “Project Cost Summary”).

4. Definitions. Capitalized terms not otherwise defined in this Agreement have the meanings set forth below:

4.1. "Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory or other, whether at law, in equity, or otherwise. #2..
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2 4.2. "Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person.

4.3. "Authorized User" means Customer's employees, consultants, contractors, and agents who are authorized by Customer to access and use the Solutions under the rights granted to Customer pursuant to this Agreement, and for whom access to the Solutions has been purchased.

4.4. “Baseline” means the version of a Solution updated to the particular time in question through CentralSquare’s warranty services and maintenance, but without any other modification whatsoever.

4.5. “Component System” means any one of the Solutions identified in Exhibit 1, including all copies of Source Code, Object Code and all related specifications, Documentation, technical information, and all corrections, modifications, additions, development work, improvements and enhancements to and all Intellectual Property Rights for such Component System.

4.6. "Customer Data" means information, data, and content, in any form or medium, collected, downloaded, or otherwise received, directly or indirectly from Customer, an Authorized User or end-users by or through the Solutions, provided the data is not personally identifiable and not identifiable to Customer.

4.7. “Custom Modification” means a change that CentralSquare has made at Customer’s request to any Component System in accordance with a CentralSquare -generated specification, but without any other changes whatsoever by any Person.

4.8. "Customer Systems" means the Customer's information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated by Customer or through the use of third-party services.

4.9. “Defect” means a material deviation between the Baseline Solution and its Documentation, for which Defect Customer has given CentralSquare enough information to enable CentralSquare to replicate the deviation on a computer configuration that is both comparable to the Customer Systems and that is under CentralSquare’s control. Further, with regard to each Custom Modification, Defect means a material deviation between the Custom Modification and the CentralSquare generated specification and documentation for such Custom Modification, and for which Defect Customer has given CentralSquare enough information to enable CentralSquare to replicate the deviation on a computer configuration that is both comparable to the Customer Systems and that is under CentralSquare’s control.

4.10. "Documentation" means any manuals, instructions, or other documents or materials that CentralSquare provides or makes available to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Solutions, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.

4.11. “Enhancements” means general release (as opposed to custom) changes to a Baseline Component System or Custom Modification which increase the functionality of the Baseline Component System or Custom Modification in question.

4.12. "Harmful Code" means any software, hardware, device or other technology, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data Processed thereby; or (b) prevent Customer or any Authorized User from accessing or using the Solutions as intended by this Agreement.

4.13. "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

4.14. “Maintenance” means optimization, error correction, modifications, and updates to CentralSquare Systems to correct any known Defects and improve performance. Maintenance will be provided for each Component System, the hours and details of which are described in Exhibit 2 (“Support Standards”).

4.15. “New Releases” means new editions of a Baseline Component System or Custom Modification.

4.16. “Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.

4.17. "Personal Information" means any information that does or can identify a specific individual or by or from which a specific individual may be identified, contacted, or located. Personal Information includes all "nonpublic personal information" as defined under the Gramm-Leach-Bliley Act, "protected health #2..
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3 information" as defined under the Health and Insurance Portability and Accountability Act of 1996, "Personal Data" as defined in the EU General Data Protection Regulation (GDPR 2018), "Personal Information" as defined under the Children's Online Privacy Protection Act of 1998, and all rules and regulations issued under any of the foregoing.

4.18. “Professional Services” means installation, implementation, development work, training or consulting services including custom modification programming, support relating to custom modifications, on-site support services, assistance with data transfers, system restarts and reinstallations provided by CentralSquare.

4.19. “Representatives" means, with respect to a Party, that Party's employees, officers, directors, agents, subcontractors, and legal advisors.

4.20. "CentralSquare Personnel" means all individuals involved in the performance of Support Services and Professional Services as employees, agents, Subcontractors or independent contractors of CentralSquare.

4.21. "Solutions" means the Component Systems, Documentation, Custom Modifications, development work, CentralSquare Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, provided or used by CentralSquare or any Subcontractor in connection with Professional Services or Support Services rendered under this Agreement.

4.22. "CentralSquare Systems" means the information technology infrastructure used by or on behalf of CentralSquare to deliver Solutions, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by CentralSquare or through the use of third-party services.

4.23. “Support Services” means Maintenance, Enhancements, implementation of New Releases, and general support efforts to respond to incidents reported by Customer in accordance with the detailed Support Standards outlined in Exhibit 2.

4.24. "Third-Party Materials" means materials and information, in any form or medium, including any software, documents, data, content, specifications, products, related services, equipment, or components of or relating to the Solutions that are not proprietary to CentralSquare.

5. Use Restrictions. Customer shall not, and shall not permit any other Person to, access or use the Solutions except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, except as this Agreement expressly permits:

5.1. copy, modify, or create derivative works or improvements of the Solutions, or rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Solutions to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;

5.2. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Solutions, in whole or in part;

5.3. bypass or breach any security device or protection used by Solutions or access or use the Solutions other than by an Authorized User through the use of his or her own then valid access;

5.4. input, upload, transmit, or otherwise provide to or through the CentralSquare Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;

5.5. damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the CentralSquare Systems, or CentralSquare's provision of services to any third-party, in whole or in part;

5.6. remove, delete, alter, or obscure any trademarks, Specifications, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Documentation or Solutions, including any copy thereof;

5.7. access or use the Solutions in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third-party, or that violates any applicable law;

5.8. access or use the Solutions for purposes of competitive analysis of the Solutions, the development, provision, or use of a competing software service or product or any other purpose that is to CentralSquare's detriment or commercial disadvantage or otherwise access or use the Solutions beyond the scope of the authorization granted under this Section. #2..
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4 6. Customer Obligations.

6.1. Customer Systems and Cooperation. Customer shall at all times during the Term: (a) set up, maintain, and operate in good repair all Customer Systems on or through which the Solutions are accessed or used; (b) provide CentralSquare Personnel with such access to Customer's premises and Customer Systems as is necessary for CentralSquare to perform the Support Services in accordance with the Support Standards and Specifications; and (c) provide all cooperation as CentralSquare may reasonably request to enable CentralSquare to exercise its rights and perform its obligations under and in connection with this Agreement.

6.2. Effect of Customer Failure or Delay. CentralSquare is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of its obligations under this Agreement.

6.3. Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity prohibited by Section 6, Customer shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Solutions and permanently erasing from their systems and destroying any data to which any of them gained unauthorized access); and (b) notify CentralSquare of any such actual or threatened activity.

7. Professional Services.

7.1. Compliance with Customer Policies. While CentralSquare Personnel are performing services at Customer's site, CentralSquare will ensure that such personnel comply with Customer’s reasonable security procedures and site policies that are generally applicable to Customer’s other suppliers providing similar services and that have been provided to CentralSquare in writing or in advance. Customer shall promptly reimburse CentralSquare for any out-of-pocket costs incurred in complying with such procedures and policies.

7.2. Contributed Material. In the process of CentralSquare’s performing Professional Services, Customer may, from time to time, provide CentralSquare with designs, plans, or specifications, improvements, works or other material for inclusion in, or making modifications to, the Solutions, the Documentation or any other deliverables (“Contributed Material”). Customer grants to CentralSquare a nonexclusive, irrevocable, perpetual, transferable right, without the payment of any royalties or other compensation of any kind and without the right of attribution, for CentralSquare, CentralSquare’s Affiliates and CentralSquare’s licensees to make, use, sell and create derivative works of the Contributed Material.

8. Confidentiality.

8.1. Defined. Information that is conveyed orally shall be designated as confidential at the time of disclosure and shall be reduced to writing within ten (10) business days. Notwithstanding any provision in this Section 9, Customer specifically acknowledges that the Software, including without limitation the database architecture and sequence and Documentation, comprise Confidential Information and knowhow that are the exclusive property of CentralSquare.

8.2. Nondisclosure. The parties agree, unless otherwise provided in this Agreement or required by law, not to use or make each other's Confidential Information available to any third party for any purpose other than as necessary to perform under this Agreement. The recipient shall protect the Confidential Information from disclosure by using the same degree of care, but no less than a reasonable degree of care, that it uses to protect its own confidential information of a like nature to prevent its unauthorized use, dissemination or publication by its employees or agents. Customer further agrees that it will not allow any form or variation of the Software to enter the public domain. Both parties acknowledge that any breach of its obligations with respect to Confidential Information may cause the other irreparable injury for which there are inadequate remedies at law and that the non-disclosing party shall be entitled to equitable relief in addition to all other remedies available to it. Customer shall not disclose the results of any performance or functionality tests of the Software to any third party without CentralSquare’s prior written approval.

8.3. Exceptions. A party's Confidential Information shall not include information that: (a) is or becomes publicly available through no act or omission of the recipient; (b) was in the recipient’s lawful possession prior to the disclosure and was not obtained by the recipient either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the recipient by a third party without restriction on recipient’s disclosure, and where recipient was not aware that the information was the confidential information of discloser; (d) is independently developed by the recipient without violation of this Agreement; or (e) is required to be disclosed by law.
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5 9. Security.

9.1. CentralSquare will implement commercially reasonable administrative, technical and physical safeguards designed to ensure the security and confidentiality of Customer Data, protect against any anticipated threats or hazards to the security or integrity of Customer Data, and protect against unauthorized access or use of Customer Data. CentralSquare will review and test such safeguards on no less than an annual basis.

9.2. Customer shall maintain, in connection with the operation or use of the Solutions, adequate technical and procedural access controls and system security requirements and devices, necessary for data privacy, confidentiality, integrity, authorization, authentication and non-repudiation and virus detection and eradication.

9.3. To the extent that Authorized Users are permitted to have access to the Solutions, Customer shall maintain agreements with such Authorized Users that adequately protect the confidentiality and Intellectual Property Rights of CentralSquare in the Solutions and Documentation, and disclaim any liability or responsibility of CentralSquare with respect to such Authorized Users.

10. Personal Data. If CentralSquare processes or otherwise has access to any personal data or personal information on Customer’s behalf when performing CentralSquare’s obligations under this Agreement, then:

10.1. Customer shall be the data controller (where “data controller” means an entity which alone or jointly with others determines purposes for which and the manner in which any personal data are, or are to be, processed) and CentralSquare shall be a data processor (where “data processor” means an entity which processes the data only on behalf of the data controller and not for any purposes of its own);

10.2. Customer shall ensure that it has obtained all necessary consents and it is entitled to transfer the relevant personal data or personal information to CentralSquare so that CentralSquare may lawfully use, process and transfer the personal data and personal information in accordance with this Agreement on Customer’s behalf, which may include CentralSquare processing and transferring the relevant personal data or personal information outside the country where Customer and the Authorized Users are located in order for CentralSquare to provide the Solutions and perform its other obligations under this Agreement; and

10.3. CentralSquare shall process personal data and information only in accordance with lawful and reasonable instructions given by Customer and as set out in and in accordance with the terms of this Agreement; and

10.4. each Party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data and personal information or its accidental loss, destruction or damage so that, having regard to the state of technological development and the cost of implementing any measures, the measures taken ensure a level of security appropriate to the harm that might result from such unauthorized or unlawful processing or accidental loss, destruction or damage in relation to the personal data and personal information and the nature of the personal data and personal information being protected. If necessary, the parties will cooperate to document these measures taken.

11. Representations and Warranties.

11.1. LIMITED WARRANTY. CentralSquare warrants that it owns or otherwise has the rights in the Software and has the right to license the Software as described in this Agreement. CentralSquare further warrants and represents that the CentralSquare Software does not contain any “back door”, “time bomb”, “Trojan horse”, “worm”, “drop dead device” or other program routine or hardware device inserted and intended by CentralSquare to provide a means of unauthorized access to, or a means of disabling or erasing any computer program or data, or otherwise disabling the CentralSquare Software. Nothing herein shall be deemed to constitute a warranty against viruses. The provisions of section and its subsections below, shall constitute the agreement of the Parties with respect to viruses. Customer’s sole remedy with respect to the foregoing warranty shall be to receive an Update to the CentralSquare Software that does not contain any of the above-described routines or devices.

11.2. DISCLAIMER OF WARRANTY. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH

ABOVE, CENTRALSQUARE MAKES NO WARRANTIES WHATSOEVER, EXPRESSED OR

IMPLIED, WITH REGARD TO THE SOLUTIONS, PROFESSIONAL SERVICES, SUPPORT

SERVICES, AND/OR ANY OTHER MATTER RELATING TO THIS AGREEMENT, AND THAT #2..
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6 CENTRALSQUARE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY,

OR OTHER, INCLUDING ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR

TRADE PRACTICE, AND SPECIFICALLY DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. FURTHER, CENTRALSQUARE EXPRESSLY DOES NOT WARRANT THAT A

SOLUTION, ANY CUSTOM MODIFICATION OR ANY IMPROVEMENTS WILL BE USABLE BY

CUSTOMER IF THE SOLUTION OR CUSTOM MODIFICATION HAS BEEN MODIFIED BY ANYONE

OTHER THAN CENTRALSQUARE PERSONNEL, OR WILL BE ERROR FREE, WILL OPERATE

WITHOUT INTERRUPTION OR WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE TO THE EXTENT EXPRESSLY SET FORTH IN THE DOCUMENTATION. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS-IS” AND ANY REPRESENTATION OR WARANTY OF OR

CONCERNING ANY OF THEM IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER. THIS AGREEMENT DOES NOT AMEND, OR MODIFY CENTRALSQUARE’S WARRANTY UNDER ANY AGREEMENT OR ANY CONDITIONS, LIMITATIONS, OR RESTRICTIONS THEREOF.

12. Notices. All notices and other communications required or permitted under this Agreement must be in writing and will be deemed given when delivered personally, sent by United States registered or certified mail, return receipt requested; transmitted by facsimile or email confirmed by United States first class mail, or sent by overnight courier. Notices must be sent to a Party at its address shown below, or to such other place as the Party may subsequently designate for its receipt of notices in writing by the other Party.

If to
CentralSquare :

CentralSquare
1000 Business Center Dr.

Lake Mary, FL 32746
Phone: 407-304-3235 email: [email protected]
Attention: Senior Counsel / Contracts Department
If to Customer: City of Modesto, CA
P.O. Box 642
Modesto, CA 95353
Phone: (209)577-6255 email: [email protected]
Attention: Wastewater Division / Jason Farnsworth

13. Force Majeure. Neither Party shall be responsible for failure to fulfill its obligations hereunder or liable for damages resulting from delay in performance as a result of war, fire, strike, riot or insurrection, natural disaster, pandemic or epidemic, delay of carriers, governmental order or regulation, complete or partial shutdown of plant, unavailability of Equipment, software, or services from suppliers, default of a subcontractor or vendor to the Party if such default arises out of causes beyond the reasonable control of such subcontractor or vendor, the acts or omissions of the other Party, or its officers, directors, employees, agents, contractors, or elected officials, and/or other occurrences beyond the Party’s reasonable control (“Excusable Delay” hereunder). In the event of such Excusable Delay, performance shall be extended on a day for day basis or as otherwise reasonably necessary to compensate for such delay.

14. Indemnification.

14.1. CentralSquare Indemnification. CentralSquare shall indemnify, defend, and hold harmless Customer from any and all claims, lawsuits or liability, including attorneys' fees and costs, allegedly arising out of, in connection with, or incident to any loss, damage or injury to persons or property or arising solely from a wrongful or negligent act, error or omission of CentralSquare, its employees, agents, contractors, or any subcontractor as a result of CentralSquare’s or any subcontractor’s performance pursuant to this Agreement; however, CentralSquare shall not be required to indemnify Customer for any claims or actions caused to the extent of the negligence or wrongful act of Customer, its employees, agents, or contractors. Notwithstanding anything to the contrary in the foregoing, if a claim, lawsuit or liability results from or is contributed to by the actions or omissions of Customer, or its employees, agents or contractors, CentralSquare’s obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault.

14.2. Customer Indemnification. Customer shall indemnify, defend, and hold harmless CentralSquare from any and all claims, lawsuits or liability, including attorneys' fees and costs, allegedly arising out of, in connection with, or incident to any loss, damage or injury to persons or property or arising solely from a #2..
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7 wrongful or negligent act, error or omission of Customer, its employees, agents, contractors, or any subcontractor as a result of Customer’s or any subcontractor’s performance pursuant to this Agreement; however, Customer shall not be required to indemnify CentralSquare for any claims or actions caused to the extent of the negligence or wrongful act of CentralSquare, its employees, agents, or contractors.

Notwithstanding anything to the contrary in the foregoing, if a claim, lawsuit or liability results from or is contributed to by the actions or omissions of CentralSquare, or its employees, agents or contractors, Customer’s obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault.

14.3. Sole Remedy. THIS SECTION SETS FORTH CUSTOMER'S SOLE REMEDIES AND

CENTRALSQUARE'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR

ALLEGED CLAIMS THAT THE SERVICES AND SOLUTIONS OR ANY SUBJECT MATTER OF THIS

AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD-PARTY.

15. Termination. This Agreement may be terminated:

15.1. For cause by either Party, effective on written notice to the other Party, if the other Party materially breaches this Agreement and: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach.

15.2. For lack of payment by written notice to Customer, if Customer’s failure to pay amounts due under this Agreement has continued more than ninety (90) days after delivery of written notice of non-payment.

16. Effect of Termination or Expiration. On the expiration or earlier termination of this Agreement:

16.1. Upon the expiration or earlier termination of this Agreement, each Party shall continue to hold such Confidential Information in confidence pursuant to Section 9; and

16.2. Upon the expiration of this Agreement, each Party shall pay to the other all amounts accrued prior to and through the date of termination of this Agreement.

17. Assignment. Neither this Agreement nor any rights or obligations hereunder shall be assigned or otherwise transferred by either Party without the prior written consent of the other Party, which consent will not be unreasonably withheld; provided however, that in the event of a merger or acquisition of all or substantially all of CentralSquare’s assets, CentralSquare may assign this Agreement to an entity ready, willing and able to perform CentralSquare’s executory obligations hereunder, as evidenced by an express written assumption of the obligations hereunder by the assignee.

18. Dispute Resolution. Any dispute, controversy or claim arising out of or relating to this Agreement, including the breach, termination, or validity thereof, shall be resolved by final and binding arbitration.

18.1. Exclusive Dispute Resolution Mechanism. The Parties agree to resolve any dispute, controversy, or claim arising out of or relating to this Agreement (each, a "Dispute"), exclusively under the provisions of this Section. Either Party may seek interim or provisional relief in any court of competent jurisdiction if necessary, to protect the rights or property of that Party pending the appointment of the arbitrator or pending the arbitrator’s determination of the merits of the dispute.

18.2. Good Faith Negotiations. The Parties agree to send written notice to the other Party of any Dispute (“Dispute Notice”). After the other Party receives the Dispute Notice, the parties agree to undertake good faith negotiation between themselves to resolve the Dispute. Each Party shall be responsible for its associated travel costs. The parties agree to attend no fewer than three negotiation sessions attended Vice Presidents of each Party (or employees of equivalent or superior position).

18.3. Escalation to Mediation. If the Parties cannot resolve any Dispute during the good faith negotiations either Party must initiate mediation under Section 18.4.

18.4. Mediation. Subject to Sections 18.2 and 18.3, the Parties may escalate a Dispute to a mutually agreed to mediator. Parties agree to act in good faith in selecting a neutral mediator and in scheduling the mediation proceedings. The parties agree to use commercially reasonable efforts in participating in the mediation. The parties agree the mediator’s fees and expenses, and the mediator’s costs incidental to the mediation will be shared equally between the parties. The parties shall bear their own fees, expenses, and costs.

18.5. Confidential Mediation. The Parties further agree all written or oral offers, promises, conduct, and statements made in the course of the mediation are confidential, privileged, and inadmissible for any purpose in any litigation, arbitration or other proceeding involving the Parties. However, evidence that is #2..
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8 otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.

18.6. Litigation or Arbitration as a Final Resort. If the Parties cannot resolve a Dispute through mediation, then once an impasse is issued by the mediator either Party must commence binding arbitration in accordance with the provisions of 18.7 and 18.8.

18.7. Arbitration. The Parties agree that any dispute, controversy, or claim arising out of or related to the Employee’s employment with the Company or termination of employment, this Agreement, or any alleged breach of this Agreement shall be governed by the Federal Arbitration Act (FAA) and submitted to and decided by binding arbitration to be held in Florida. Parties agree to hold the deliberations in such arbitration confidential.

18.8. Arbitration Procedure. The Parties agree arbitration must be commenced by delivering a notice of arbitration to the other Party. The Notice must set out the nature of the claim(s), and the relief requested.

Within thirty (30) days of the receipt of the notice, the receiving Party shall deliver an answer, any counterclaim(s), and relief requested. Arbitration shall be heard by a single arbitrator. Each Party shall pay its own costs of arbitration. The Parties shall confer in good faith to attempt to agree upon a suitable arbitrator, and if unable to do so, they will select an arbitrator from the American Arbitration Association’s employment arbitration panel for the area. The arbitrator shall decide the procedures in the arbitration after consultation with the Parties. The arbitrator will have the power to grant any provisional or final remedy or relief it deems appropriate, including conservatory measures and an award of attorneys’ fees.

The decision of the arbitrator shall be final and binding upon the Parties hereto. The Parties agree that judgment may be entered upon the award by any court having jurisdiction.

19. Waiver/Severability. The failure of any Party to enforce any of the provisions hereof will not be construed to be a waiver of the right of such Party thereafter to enforce such provisions. If any provision of this Agreement is found to be unenforceable, that provision will be enforced to the maximum extent possible, and the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

20. LIABILITY. NOTWITHSTANDING ANY PROVISION WITHIN THIS AGREEMENT TO THE CONTRARY, AND

REGARDLESS OF THE NUMBER OF LOSSES, WHETHER IN CONTRACT, EQUITY, STATUTE, TORT, NEGLIGENCE, OR OTHERWISE:

20.1. NEITHER PARTY SHALL HAVE LIABILITY TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT,

INCIDENTAL, PUNITIVE, EXEMPLARY, LIQUIDATED, OR CONSEQUENTIAL DAMAGES OF ANY

KIND, AND NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR LOSSES OF PROFIT,

REVENUE, INCOME, BUSINESS, ANTICIPATED SAVINGS, DATA, REPUTATION, AND MORE

GENERALLY, ANY LOSSES OF AN ECONOMIC OR FINANCIAL NATURE, REGARDLESS OF

WHETHER SUCH LOSSES MAY BE DEEMED AS CONSEQUENTIAL OR ARISING DIRECTLY AND

NATURALLY FROM THE INCIDENT GIVING RISE TO THE CLAIM, AND REGARDLESS OF

WHETHER SUCH LOSSES ARE FORESEEABLE OR WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES; AND

20.2. CENTRALSQUARE’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS

AGREEMENT SHALL NOT EXCEED THE AMOUNT(S) ACTUALLY PAID BY CUSTOMER TO CENTRALSQUARE HEREUNDER FOR THE LAST TWELVE MONTHS.

21. Third-Party Materials. CentralSquare may from time to time, in its discretion engage third parties to perform services, provide software, or provide equipment. Customer acknowledges and agrees CentralSquare provides front-line support services for third parties, but these third parties assume all responsibility and liability in connection with the third-party software, equipment, or related services. CentralSquare is not authorized to make any representations or warranties that are binding upon the third-party or to engage in any other acts that are binding upon the third-party, excepting specifically that CentralSquare is authorized to represent third-party fees in the Agreement and to accept payment of such amounts from Customer on behalf of the third-party for as long as such third-party authorizes CentralSquare to do so. As a condition precedent to installing or accessing any third-party Materials, Customer may be required to execute a click-through, shrink-wrap End User License Agreement (EULA) or similar agreement provided by the Third-Party Materials provider. All thirdparty materials are provided “as-is” and any representation or warranty concerning them is strictly between Customer and the third-party.

22. Entire Agreement. This Agreement, and any Exhibits specifically incorporated therein by reference, constitutes the entire agreement between the Parties with respect to the subject matter. These documents supersede and merge all previous and contemporaneous proposals of sale, communications, representations, understandings and agreements, whether oral or written, between the Parties with respect to the subject hereof. #2..
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9 This Agreement may not be modified except by a writing subscribed to by authorized representatives of both Parties.

23. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person any legal or equitable right, benefit, or remedy of any nature under or by reason of this Agreement.

24. Counterparts. This Agreement may be executed in several counterparts, each of which when so executed shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. This Amendment shall be considered properly executed by a Party if executed by that Party and transmitted by facsimile or other electronic means including, without limitation, Docusign, Tagged Image Format Files (TIFF), or Portable Document Format (PDF).

25. Material Adverse Change. If any Law, Regulatory Approval, applicable standard, process, OEM requirement is changed or comes into force after the Effective Date, including but not limited to PCI standards (collectively, a “Material Adverse Change”), which is not explicitly addressed within this Agreement and results in significant extra costs for either Party in relation to the performance of this Agreement, both Parties shall promptly meet, discuss in good faith, and agree upon reducing the technical, operational, and/or commercial impact of such Material Adverse Change.

26. Cooperative Purchases. This Contract may be used by other government agencies. CentralSquare has agreed to offer similar services to other agencies under the same terms and conditions as stated herein except that the compensation may be negotiated between CentralSquare and other agencies based on the specific revenue expectations, agency reimbursed costs, and other agency requirements. The Customer will in no way whatsoever incur any liability in relation to specifications, delivery, payment, or any other aspect of purchases by such agencies.

27. Order of Precedence.

27.1. In the event of any conflict or inconsistency between this Agreement, the Exhibits, or any purchase order, then the following priority shall prevail:

27.1.1. The main body of this Agreement and any associated amendments or change orders.

27.1.2. The attached Exhibits to this Agreement.

27.1.3. Purchase Orders placed with CentralSquare in accordance with this Agreement.

Customer’s purchase terms and conditions or CentralSquare’s sales terms and conditions are not applicable and shall have no force and effect, whether referenced or not in any document in relation to this Agreement.

27.2. Incorporated Exhibits to this Agreement:

Exhibit 1 – Project Cost Summary
Exhibit 2 - Maintenance & Support Standards
Exhibit 3 – Travel Expense Guidelines
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Note: Pricing for Professional Services is a good faith estimate based on the information available to CentralSquare at the time of execution of this Agreement. The total amount that Customer may pay for these services can vary based on the actual number of hours required to complete the services.

If required, additional services will be provided on a time and materials basis at hourly rates equal to CentralSquare’s then-current list price rates for the services at issue.
1 EXHIBIT 1
Project Cost Summary
Product: Annual Maintenance Fees
4/05/2023 -
4/04/2024
4/05/2024 -
4/04/2025
4/05/2025 -
4/04/2026
4/05/2026 -
4/04/2027
4/05/2027 -
4/04/2028
Enterprise Asset Management Assets Site $7,740.74 $8,127.78 $8,534.17 $8,960.87 $9,408.92 Enterprise Asset Management GIS Desktop Site $3,872.47 $4,066.09 $4,269.40 $4,482.87 $4,707.01 Enterprise Asset Management GIS Web Site $1,549.59 $1,627.07 $1,708.42 $1,793.84 $1,883.54 Enterprise Asset Management Mobile Site $7,740.60 $8,127.63 $8,534.01 $8,960.71 $9,408.75 Enterprise Asset Management REST API Site $7,740.60 $8,127.63 $8,534.01 $8,960.71 $9,408.75 Enterprise Asset Management Citizen Portal Site $7,740.60 $8,127.63 $8,534.01 $8,960.71 $9,408.75 Enterprise Asset Management Work Site $7,740.60 $8,127.63 $8,534.01 $8,960.71 $9,408.75 Totals $44,125.20 $46,331.46 $48,648.03 $51,080.43 $53,634.46 Renewal Terms
PAYMENT TERMS:

Payment due in full 30 days from date of invoice.

RECURRING FEES
a. The Annual Access Fee is due: on the Execution Date, and annually thereafter on the anniversary of the Execution Date.
b. Commencing one year after Go Live, the “Anniversary Date”, the Annual Software Maintenance Fee will be due for CentralSquare support and maintenance. Thereafter, on the Anniversary Date, Annual Software Maintenance Fees will be due on or before the commencement of the subsequent renewal term. c. Annual Software Maintenance Fees and Annual Subscription Fees shall increase by 5% from the prior year.

ANCILLARY FEES
d. Reimbursement of travel and living expenses will be governed by Exhibit 3 (“Travel Expense Guidelines”) attached hereto and will be invoiced monthly in arrears and due within thirty (30) days from date of invoice. e. Customer is responsible for paying all taxes relating to this Agreement. Applicable tax amounts (if any) are not included in the fees set forth in this Agreement. If Customer is exempt from the payment of any such taxes, Customer must provide CentralSquare valid proof of exemption; otherwise, CentralSquare will invoice Customer and Customer will pay to CentralSquare all such tax amounts. f. If Customer fails to make any payment when due, then CentralSquare may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly, or, if lower, the highest rate permitted under applicable law; and If such failure continues for 90 days following written notice thereof, CentralSquare may suspend performance or access until past due amounts have been paid. #2..
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Note: Pricing for Professional Services is a good faith estimate based on the information available to CentralSquare at the time of execution of this Agreement.

The total amount that Customer may pay for these services can vary based on the actual number of hours required to complete the services. If required, additional services will be provided on a time and materials basis at hourly rates equal to CentralSquare’s then-current list price rates for the services at issue. 1 EXHIBIT 2
Support Standards
I. Support Hours: Hours During Which CentralSquare ’s Telephone Support Will be Available to Customer in Connection with the Provision of Maintenance: Unless otherwise noted in the Order as to Support Type, support hours are Monday through Friday, 8:00 A.M. to 5:00 P.M. Customer’s Local Time within the continental United States, excluding holidays (“5x9”).

II. Targeted Response Times.
“Notification” means a communication to CentralSquare ’s help desk by means of: (i) CentralSquare ’s web helpline; or (ii) the placement of a telephone call.

III. Support Terms.

Beginning on the Execution Date and continuing for twelve (12) months thereafter (“Initial Support Term”), CentralSquare shall provide the ongoing Support Services described herein for the corresponding Fees outlined in Exhibit 1. Upon expiration of the Initial Support Term, ongoing Support Services shall automatically renew, with customer paying for additional annual support periods, each a (“Renewal Support Term”). This renewal will continue until termination of this Agreement provided that, CentralSquare shall not give notice of termination if it would be effective prior to a period equal to two times the Agreement’s Initial Support Term.

With respect to CentralSquare ’s support obligations, CentralSquare will use diligent, commercially reasonable efforts to respond to Notifications from Customer relating to the Solution identified in the Order in accordance with the following guidelines with the time period to be measured beginning with the first applicable CentralSquare “Telephone Support” hour occurring after CentralSquare ’s receipt of the Notification:

Priority Description Response Goal Resolution Goal
Urgent
1 A support issue shall be considered
Urgent when it produces a Total
System Failure; meaning the
Solution is not performing a process
that has caused a complete work
stoppage.

Normal Customer Service Hours: Telephone
calls to (833) - CST - SUPP will be immediately
answered and managed by the first available
representative. CentralSquare initially
responds to a Priority 1 case within one hour
after opening.

After Normal Customer Service Hours: Thirty
(30) minute call back after Client telephone
contact to (833) - CST – SUPP for NaviLine
only.

Priority 1 issues must be called in via (833) -
CST - SUPP in order to receive this level of
response.

Critical
2 A support issue shall be considered
Critical when a critical failure in
operations occurs; meaning
CentralSquare ’s Solution is not
performing a critical process and
prevents the continuation of basic
operations. Critical problems do not
have a workaround. This
classification does not apply to
intermittent problems.

Normal Customer Service Hours: Telephone
calls to (833) - CST - SUPP will be immediately
answered and managed by the first available
representative. CentralSquare initially
responds to a Priority 2 case within two hours
after opening.

After Normal Customer Service Hours: One (1)
hour minute call back after Client telephone
contact to (833) - CST – SUPP for NaviLine
only.

Non-Urgent Priority issues may also be
reported via
Https://support.centralsquare.com/s/contracus
Although resolution
times vary
depending on the
exact issue and
customer
environment,
CentralSquare has a
stated goal to
resolve an urgent
issue within 24 hours
or provide a
resolution plan with
urgent issues within
24 hours of being
reported.

A resolution plan will
detail the steps
necessary to
understand and
possibly resolve the
issue.
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1 Non-Critical
3 A support issue shall be considered
Non-Critical when a non-critical
failure in operations occurs;
meaning the Solution is not
performing non-critical processes,
but the system is still usable for its
intended purpose or there is a
workaround.

Normal Customer Service Hours: Telephone
calls to (833) - CST - SUPP will be answered
and managed by the first available
representative. CentralSquare initially
responds to a Priority 3 case within eight
business hours after opening.

Non-Critical Priority issues may also be
reported via
Https://support.centralsquare.com/s/contracus
Non-Critical Priority issues are not managed
after Normal Customer Service Hours for PA
Products.

Minor
4 A support issue will be considered
Minor when the issue causes minor
disruptions in the way tasks are
performed, but does not affect
workflow or operations. This may
include cosmetic issues, general
questions, and how to use certain
features of the system.

Normal Customer Service Hours: Telephone
calls to 800-987-0911 will be answered and
managed by the first available representative.

CentralSquare initially responds the next
business day after the pint of opening a
Priority 4 case during CentralSquare’ s normal
local business hours or within two business
days after a P4 case is opened outside of
CentralSquare’ s normal local business hours.

Minor Priority issues may also be reported via
Https://support.centralsquare.com/s/contracus
Minor Priority issues are not managed after
Normal Customer Service Hours for PA
Products.

Response timing is measured from the moment a Case number is created. As used herein a “Case number” is created when a) CentralSquare ’s support representative has been directly contacted by Customer either by phone, in person, or through CentralSquare ’s online support portal, and b) when CentralSquare ’s support representative assigns a case number and conveys that case number to the Customer. Customer must provide remote access to its facility using a CentralSquare approved remote access Customer so that CentralSquare can perform the support obligations and/or services under this Agreement; and will provide appropriate security access and accounts for CentralSquare staff and each session participant #2..
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1 EXHIBIT 3
Travel Expense Guidelines
CentralSquare will adhere to the following guidelines when incurring travel expenses:

All arrangements for travel are to be made through the CentralSquare Corporate Travel Agent unless other arrangements have been made with the Customer and are documented in writing.

AIR TRAVEL – CentralSquare will use the least expensive class of service available with a minimum of seven (7) day, maximum of thirty (30) day, advance purchase. Upon request, CentralSquare shall provide the travel itinerary as the receipt for reimbursement of the airfare and any fees. Fees not listed on the itinerary will require a receipt for reimbursement.

Trips fewer than 250 miles round are considered local. Unless a flight has been otherwise approved by the Customer, Customer will reimburse the current IRS approved mileage rate for all local trips.

LODGING –CentralSquare will use the most reasonable accommodations possible, dependent on the city. All movies, and phone/internet charges are not reimbursable.

RENTAL CAR – Compact or Intermediate cars will be required unless there are three or more CentralSquare employees sharing the car in which case the use of a full-size car is authorized. Gas is reimbursable however, pre-paid gas purchases will not be authorized and all rental cars are to be returned with a full tank of gas. Upon request, receipts for car rental and gas purchases will be submitted to Customer. CentralSquare shall decline all rental car insurance offered by the car rental agency as staff members will be covered under the CentralSquare auto insurance policy. Fines for traffic violations are not reimbursable expenses.

OTHER TRANSPORTATION – CentralSquare staff members are expected to use the most economical means for traveling to and from the airport (Airport bus, hotel shuttle service). Airport taxi or mileage for the employee’s personal vehicle (per IRS mileage guidelines) are reimbursable if necessary. Upon request, receipt(s) for the taxi will be submitted to Customer. Proof of mileage may be required and may be documented by a readily available electronic mapping service. The mileage rate will be the then-current IRS mileage guideline rate (subject to change with any change in IRS guidelines).

OTHER BUSINESS EXPENSES – Parking at the airport is reimbursable. Tolls to and from the airport and while traveling at the Customer site are reimbursable. Tipping on cab fare exceeding 15% is not reimbursable. Porter tips are reimbursable, not exceeding $1.00 per bag. Laundry is reimbursable when travel includes a weekend day or Company Holiday, and the hotel stay is four nights or more. Laundry charges must be incurred during the trip and the limit is one shirt and one pair of pants/skirt per day. With the exception of tips, receipts shall be provided to Customer upon request for all the aforementioned items.

MEALS – Standard per Diem. Subject to change due to cost of living. #2..
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1 SOLE SOURCE # 2223-17
Annual License, Support, and Maintenace
Central Square Technologies

BID FORM F - FINANCIAL INTEREST DISCLOSURE
Any contract award to result from this IFB process and Bidder’s submission of a Bid therewith will require approval by a majority vote of the City of Modesto’s City Council. In order to have full transparency in any City of Modesto commercial actions, the City Council may not approve an agreement between the City and the Bidder until all person with a direct or indirect financial interest of greater than $2,000 in the Bidder are identified by name.

Bidder must therefore complete this Bid Form F – Financial Interest Disclosure, listing by name all parties that have a material financial interest in the agreement, contract or development right.

PLEASE NOTE, any Council action that requires a Financial Interest Disclosure cannot be considered by the City Council until the required reporting is made. That means that City Council agenda items without the disclosure will be removed from the Council agenda.

Financial Interest Disclosure to City of Modesto
The Bidder shall identify any person with a financial interest in the Bidder by name, below.

For the purposes of this disclosure, a “Financial Interest” shall have the meaning contained in Modesto Municipal Code section 2-10.02.

Persons having an aggregate economic interest in the Bidder less than two thousand dollars ($2,000.00) at all times prior to final Council action of the proposed contract are not required to be listed on the Financial Interest Disclosure.

Notwithstanding the foregoing, a Financial Interest Disclosure is not required for a Bidder meeting the financial criteria for listing on the New York or the Pacific Stock exchanges unless it is reasonably foreseeable that a City Council decision will increase or decrease that entity's gross revenues or expenses by one million dollars ($1,000,000) or more and the requirements of Modesto Municipal Code Section 2-

10.03(h) are satisfied.

It is the legal obligation of all applicants for approval of an agreement or of an application for development rights to verify in writing, under penalty of perjury, that the identity of each person having a material financial interest in the Bidder is true, correct and complete. By signing below, the applicant understands that this information is provided under penalty of perjury, and that intentionally supplying misinformation or deception may result in either invalidation of the agreement or application, or criminal prosecution for misdemeanor violation of the Modesto Municipal Code, or both. Negligent provision of misinformation shall be grounds for invalidation. In accordance with the Modesto Municipal Code, each applicant has a continuing obligation to maintain the truth, accuracy and completeness of the financial interest disclosure information provided below until after final consideration by the City Council of any matter arising out of or relating to the agreement or application.

DocuSign Envelope ID: 9E3E5976-D82A-4D50-BCFB-2A74EEEE4E29 #2..
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2 SOLE SOURCE # 2223-17
Annual License, Support, and Maintenace
Central Square Technologies
Print Names of Persons Having a Financial Interest in Bidder Receiving this Agreement:

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

Bidder Company Name:

Name of Bidder Signatory:

Signature of Bidder Representative:

CentralSquare Technologies, LLC
Ron A. Anderson, Chief Sales Officer
NONE
DocuSign Envelope ID: 9E3E5976-D82A-4D50-BCFB-2A74EEEE4E29 1/17/2023
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

February 6, 2023
January 17, 2023
TO: Economic Development Committee
Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
Eric Alvarez, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Agreement with Stanislaus County
West Modesto County Area 9 Sewer Infrastructure Project CONTACT: Robert Davalos, Senior Civil Engineer
[email protected], 209-571-5869
DESCRIPTION:

Consider approving an Agreement with Stanislaus County for Engineering Review and Construction Inspection Services relating to the West Modesto County Area 9 Sewer Infrastructure, in an amount not to exceed $225,000. (Funding Source: Capital Improvement Support Fund).

STRATEGIC PLAN ELEMENT:

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

BACKGROUND:

The Rouse/Colorado Community, referred to as County Area 9, is an unincorporated, disadvantaged community located in the west area of the City of Modesto with approximately 332 parcels that rely on septic systems for treatment of sewage. The Rouse/Colorado Community’s septic systems are failing and pose a threat to public health and groundwater.

The City owns and operates a sanitary sewer system adjacent to this area and is prepared to provide sewer services to the Rouse/Colorado Community.

Stanislaus County (County) will prepare preliminary plans for the construction of a sanitary sewer system for the Rouse/Colorado Community (West Modesto – County Area 9 Sewer Infrastructure Project or Project), which will be connected to the City’s sewer system. The County will submit a grant application to the State Water Resources Control Board for financing #3..
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Economic Development Committee, February 6, 2023
Agreement with Stanislaus County
West Modesto County Area 9 Sewer Infrastructure Project

through the Clean Water State Revolving Fund and will enter into a Grant Agreement for funding necessary to construct Project Improvements.

DISCUSSION:

The County has requested assistance to review and approve the project plans and specifications, and to provide construction inspection services. The City has qualified staff with experience to perform these services. The purpose of this Agreement is to facilitate cooperation between the City and the County for the above referenced services.

The project will be advertised for bids by the County. City staff will assist in review of bids and submittals as requested by the County.

FISCAL IMPACT:

The construction of the West Modesto – County Area 9 Sewer Infrastructure Project will connect residential properties within the Rouse/Colorado Community to the City’s sewer system and will cost approximately $11,326,865 which will be funded by the County. The City will be compensated by the County for Engineering Review and Construction Inspection Services in an amount not to exceed $225,000.

Revenue for services provided by the City will be deposited in the following Operating Account:
1300-42020-47020 Construction Administration - Refunds, Damages, and Cost Recovery This project will increase the Wastewater Operations Division’s area of sewer piping and manhole maintenance, as well as provide additional flows for wastewater treatment. The additional operating costs associated with these improvements will be offset by revenue received through connection fees and monthly service fees from the 332 parcels as they are connected.

ESTIMATED REVENUE:

Connection Fees (332 Parcels): $1,218,318
Annual Sewer Fees (332 Parcels): $9,745
City Review & Inspection Services: $225,000
TOTAL ESTIMATED REVENUE $1,453,063
CEQA/NEPA REQUIREMENTS:

The County will be conducting the environmental review and preparing the necessary reports for the project.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion approving an Agreement with Stanislaus County for Engineering Review and Construction Inspection Services for the West Modesto County Area 9 Sewer Infrastructure Project, in an amount not to exceed $225,000, authorizing the City Manager, or his designee, to execute the Agreement, and forwarding to Council for approval. #3..
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Economic Development Committee, February 6, 2023
Agreement with Stanislaus County
West Modesto County Area 9 Sewer Infrastructure Project

Approved by:

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

1. Agreement with Stanislaus County
West Modesto Sewer Infrastructure Project – Rouse/Colorado Neighborhood #3..
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West Modesto Sewer Infrastructure Project
Rouse/Colorado Neighborhood

AGREEMENT
This Agreement (“Agreement”) is entered into between City of Modesto (“City”) and Stanislaus County (“County”) as of ______________, 202_ (“Effective Date”). (The City and County are collectively referred to herein as “The Parties”.)

RECITALS
WHEREAS, the Rouse/Colorado Community (County Area 9) is an unincorporated, disadvantaged community located on the west side side of the City of Modesto with approximately 332, primarily residential, parcels that rely on septic systems for treatment of sewage (“Rouse/Colorado Community”); and WHEREAS, the Rouse/Colorado Community’s septic systems are failing and pose a threat to the public health and ground water; and
WHEREAS, City owns and operates a sanitary sewer system adjacent to Rouse/Colorado Community and is willing to provide sewer services to the Rouse/Colorado Community; and
WHEREAS, the County will prepare preliminary plans for the construction of a sanitary sewer system for the Rouse/Colorado Community (the “West Modesto – County Area 9 Sewer Infrastructure Project” or the “Project”), which will be connected to the City of Modesto’s sewer system; and
WHEREAS, prior to Project’s construction, the City will review and approve Project plans and specifications; and
WHEREAS, County will submit a grant application to the State Water Resources Control Board (“SWRCB”) for financing through the Clean Water State Revolving Fund and will enter into a “Grant Agreement” for funding necessary to construct Project Improvements (the “Grant”); and
WHEREAS, the terms of the Grant require certain continuing obligations with respect to the Project; and
WHEREAS, this Agreement is contingent upon County’s ability to secure appropriate funding for the construction of this project; and #3..
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WHEREAS, the Parties have agreed that upon completion of the project the County will transfer ownership of the Project to the City and the City will maintain and operate the Project; and
NOW THEREFORE, the parties agree as follows:

AGREEMENT

1. Recitals. The above Recitals and are incorporated hereto as though fully set forth herein.

2. Scope of Work. The Parties agree that the construction of the Project improvements will conform to the plans and specifications approved by the County and the City. County will be the official Construction Manager for this project. However, the Parties will jointly inspect the construction of the Project.

3. City’s Responsibilities. City will inspect the Project during construction for conformance with the plans and specifications and for conformance with City standards. The scope of City’s services consists of:
a. During the design phase, the City will review Project plans, specifications, flow calculation connection fees and other project related materials. The City will coordinate plan review process with various relevant City departments and staff. The City shall facilitate Project’s design by ensuring that the proposed City water improvements do not conflict with proposed project improvements. If any potential conflicts are identified during plan review process, the City shall immediately inform the County and assist the County with designing appropriate solution.
b. As necessary, City will supply to the County various information or documentation required for the Grant application.
c. Construction Inspection: City and County shall jointly inspect the construction of project improvements. City’s inspections will focus on the construction of the sewer system and associated facilities. d. Upon Project’s completion, on annual basis the City will provide the County with a count of parcels that have connected to the constructed project improvements.

4. County’s Responsibilities. County shall be responsible for all phases of project design. Prior to Project’s construction, the County will allow the City to review improvements plans and related documents. Upon completion of final design, the County will advertise the Project, conduct bid opening, award construction contract, and manage construction of project improvements. #3..
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5. County’s Costs. County will design and construct the Project at no cost to the City.

6. City’s Costs. County will reimburse City for “Construction Inspection” services described above. The City has estimated the total cost for the above-mentioned services to be $225,000.

7. City Acceptance of the Project. Once Project is constructed, County will file a Notice of Completion and submit a copy to the City. Within 60 days of the completion of the final inspection of the Project, City shall accept the County’s transfer of ownership of the Project improvements.

8. Connection Fees. Upon completion of the improvements, County will pre-pay the sewer connection fees for approximately 332 parcels as detailed in Attachment A.

The actual number of parcels serviced by this project is contingent on the Grant amount. The total estimated connection fees for the Project are shown in Attachment A and are estimated to be $1,218,318. This amount will satisfy all connection fees related to the 332 parcels, including the sewer sub-trunk fee, the Waste Water Capacity Charge (WWCC) and the Outside Service Agreement fee. By entering into this agreement, the City acknowledges that information in the Attachment A has been reviewed to City’s satisfaction and the total estimate shown above is consistent with the latest City requirements and charges. City shall verify information shown in the Attachment A and provide County with any credits for non-residential parcels. The actual pre-payment amount for the total connection fees shall be based on the actual numbers of parcels served with sanitary sewer. For the purposes of this agreement, the sewer connection fee rates shall be considered adopted by the City Council and are as shown in the Attachment A.

9. Grant Eligibility. The City certified that sewer service rates for Project’s community are at least 2.0% of the Project’s community median household income.

10. Project Access. The Parties agree to ensure that the SWRCB, the Governor of the State, or any authorized representative of the foregoing, will have safe and suitable access to the Project site at all reasonable times during Project construction and thereafter for the term of the County’s Obligation under the Grant. The Parties acknowledge that, except for a subset of archeological records, the Project records and locations are public records, including all of the submission accompanying the application, all of the following documents, and all reports, disbursement requests, and supporting documentation submitted under the Grant:
a. The Project improvement plans and specifications, which are the basis for the construction contract to be awarded by the County.
b. Waste Discharge Requirement Order No. R5-2022-0034.
#3..
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11. Project Completion; Initiation of Operation. Upon Completion of Construction of the Project, the City agrees to expeditiously initiate System Operations.

12. Continuous Use of Project: Lease or Disposal of Project. The City agrees that, except as provided in the Grant, it will not abandon, substantially discontinue use of, lease, or dispose of the Project or any significant part or portion thereof during the useful life of the Project without prior written approval of the State Water Board. Such approval may be conditioned as determined to be appropriate by the State Water Board.

13. As Needed Reports. The Parties agree to expeditiously provide, during the term of Grant, such reports, data, and information as may be reasonably required by the State Water Board, including but not limited to material necessary or appropriate for evaluation of the State Water Pollution Control Revolving Fund Small Community Grant Fund Program or to fulfill any reporting requirements of the federal government.

14. As Needed Records. The Parties agree, during the term of Grant, to establish such accounts and maintain such records as may be necessary for the State to fulfill federal reporting requirements, including any and all reporting requirements under federal tax statutes or regulations.

15. Keeping of Records. The Parties shall maintain separate books, records and other material relative to the Project. The Parties shall also retain such books, records, and other material for themselves and for each contractor or subcontractor who performed work on this project for a minimum of thirty‐six (36) years after Project Completion. The Parties shall require that such books, records, and other material be subject at all reasonable times (at a minimum during normal business hours) to inspection, copying, and audit by the SWRCB, the Bureau of State Audits, the Governor, or any authorized representatives of the aforementioned, and shall allow interviews during normal business hours of any employees who might reasonably have information related to such records. The Parties agree to include a similar right regarding audit, interviews, and records retention in any subcontract related to the performance of this Grant. The provisions of this section shall survive the term of this Agreement.

16. Audit. (a) The SWRCB, at its option, may call for an audit of financial information relative to the Project, where the SWRCB determines that an audit is desirable to assure program integrity or where such an audit becomes necessary because of federal requirements. Where such an audit is called for, the audit shall be performed by a certified public accountant independent of the audited Party and at the shared cost of the Parties. The audit shall be in the form required by the #3..
- 59 -
SWRCB; (b) Audit disallowances will be paid by the responsible party and returned to the SWRCB.

17. Accounting and Auditing Standards. The County and City will maintain separate Project accounts in accordance with generally accepted accounting principles. The City shall comply with "Standards for Audit of Governmental Organizations, Programs, Activities and Functions" promulgated by the U.S. General Accounting Office. (40 CFR § 35.3135, subd. (I).)

18. No Sale, Lease or Private Operation of the Project. The City will not sell or otherwise disposed of, in whole or in part, any portion of the Project to any person who is not a Governmental Unit during its useful life. The Project will not be leased to any person or entity that is not a Governmental Unit during its useful life. The City will not enter any contract or arrangement or cause or permit any contract or arrangement to be entered (to the extent of its reasonable control) with persons or entities that are not Governmental Units if that contract or arrangement would confer on such persons or entities any right to use the Project on a basis different from the right of members of the general public. The contracts or arrangements contemplated by the preceding sentence include but are not limited to management contracts, take or pay contracts or put or pay contracts, and capacity guarantee contracts. The economic useful life of the Project, commencing at Project Completion, is at least thirty years.

19. Indemnity.
a. Each Party mutually agrees, pursuant to Government Code section 894.5, to indemnify, hold harmless, and defend the other Party, its boards and commissions, officers, agents, employees, and volunteers (collectively, the “indemnified Parties”) in an amount equal to its proportionate share of liability on a comparative fault basis. This indemnity obligation shall exist with respect to any claim, loss, liability, damage, lawsuit, cost or expense that arises out of, or is any way related to, the performance of services pursuant to this Agreement. This indemnity obligation extends, without limitation, to any injury, death, loss, or damage which occurs in the performance of the Agreement and that is sustained by a third‐party, agent, or contractor of a Party. Each Party executing this Agreement certifies that it has adequate self‐ insured retention of funds to meet any obligation arising from this Agreement, and it shall continue to maintain such funds throughout the Term of this Agreement. Notwithstanding the foregoing, nothing herein shall be construed to require any Party to indemnify any other Party from any claim arising from the sole negligence or willful misconduct of another Party.

Nothing in this section shall be construed as authorizing an award of attorney fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any #3..
- 60 -
insurance policies are applicable. Any policy limits shall not act as a limitation upon the amount of indemnification to be provided.
b. At its sole discretion, the indemnified Party may participate at its own expense in the defense of any claim, action or proceeding, but such participation shall not relieve the indemnitor of any obligation imposed by this Agreement. The Parties shall notify each other promptly of any claim, action or proceeding and cooperate fully in the defense. The Parties agree to defend themselves from any claim, action or proceeding arising out of the concurrent acts or omissions of each Party. In such cases, the Parties agree to retain their own legal counsel, bear their own defense costs, and waive their right to seek reimbursement of such costs. Where a trial verdict or arbitration award allocates or determines the comparative fault of the Parties, the Parties may seek reimbursement and/or reallocation of defense costs, settlement payments, judgments and awards, consistent with such comparative fault. The provisions of this section shall survive the termination of this Agreement.

20. Amendments. This Agreement may be amended, or provisions contained herein may be altered, changed, or amended for the Project only by mutual written agreement signed and approved by the respective approving authorities of City and County. No oral understanding or agreement, not incorporated herein, shall be binding on any of the parties hereto.

21. Notices. Any notice which may be required under this Agreement shall be in writing and shall be given by personal service, first‐class mail, certified or registered mail return receipt requested, or overnight delivery to the addresses set forth below:

Stanislaus County: City of Modesto:

David Leamon, Director William Wong, Director
Department of Public Works Utilities Department
1716 Morgan Road 1010 10th Street, Suite 4500
Modesto CA 95358 Modesto, California 95354
All notices and other communications shall be deemed communicated as of actual receipt or after the second business day after the notice has been dispatched. The parties may change their respective address by giving notice of such change to the other party in the manner provided in this Section.

22. Necessary Documents. As may become necessary for the construction and delivery of the Project, through City and County cooperation, the Stanislaus County Director of Public Works and City’s Authorized Representative are authorized to administer and execute, by mutual written consent, all documents #3..
- 61 -
necessary to complete the Project, provided that such actions do not exceed the authority of this Agreement.

23. Enforceable Provisions. Should any of this Agreement be determined to be unenforceable, invalid, or beyond the authority of either of the Parties to enter and carry out, such determination shall not affect the validity of the remainder of this Agreement, which shall continue in full force and effect; provided that the remainder of this Agreement can, absent the excised portion, be reasonably interpreted to give effect to the intentions of the Parties.

24. Termination. This Agreement may be terminated only by mutual written agreement signed and approved by the respective approving authorities of City and County.

25. Counterpart. This Agreement may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument. [SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement in duplicate by its City Manager and attestation by its City Clerk under authority of Resolution No. ____________, adopted by the Council of the City of Modesto on the _____ day of _________, 202_, and County has authorized the execution of this Agreement in duplicate by the Director of the Department of Public Works under authority of Resolution No. _____________, adopted by the Board of Supervisors of Stanislaus County on the _____ day of ______, 202_.

CITY OF MODESTO, COUNTY OF STANISLAUS
A California municipal corporation a political subdivision of the State California
By: By:

JOSEPH P. LOPEZ, City Manager Terrance Withrow
Chairman of the Board of Supervisors
APPROVED AS TO CONTENT:

ATTEST: By:

David A. Leamon
Director of Public Works
By:

DIANE NAYARES-PEREZ, CMC, City Clerk ATTEST:

Elizabeth A. King
Clerk of the Board of Supervisors of the
County of Stanislaus, State of California
By:

Deputy Clerk
APPROVED AS TO FORM: APPROVED AS TO FORM:

Thomas E. Boze, County Counsel
By: By:

JOSE M. SANCHEZ, City Attorney Michael Ziman
Deputy County Counsel
#3..
- 63 -
No. APN # Address
Acres
(APN +
1/2 RW)
Use Code Dwelling
Confirm Size Sub-Trunk Fee WWCC Fee OSA Fee Total Fee Credit for NonResidential Lots 1 037-029-001 809 Colorado Ave 0.237 SF 1 4 $153 $2,643 $235 $3,031 $0 2 037-029-002 807 Colorado Ave 0.196 SF 1 4 $126 $2,643 $235 $3,004 $0 3 037-029-003 805 Colorado Ave 0.174 SF 1 4 $112 $2,643 $235 $2,990 $0 4 037-029-007 703 Colorado Ave 0.722 SF 1 4 $466 $2,643 $235 $3,344 $0 5 037-029-011 701 Adkinson Way 0.204 SF 1 4 $132 $2,643 $235 $3,010 $0 702
706
710
714
718
722
728
7 037-029-036 715 Colorado Ave 0.616 SF 1 4 $397 $2,643 $235 $3,275 $0 8 037-029-037 709 Colorado Ave 0.602 SF 1 4 $388 $2,643 $235 $3,266 $0 9 037-029-055 721 Colorado Ave 1.420 SF 1 6 $916 $2,643 $235 $3,794 $0 10 037-029-057 705 Adkinson Way 0.108 SF 1 4 $70 $2,643 $235 $2,948 $0 709
713
717
721
725
12 037-030-002 1406 South Ave 0.992 V-R1 1 4 $640 $2,643 $235 $3,518 OTHER 13 037-030-003 1324 South Ave 0.343 SF 1 4 $221 $2,643 $235 $3,099 $0 14 037-030-004 1318 South Ave 0.299 SF 1 4 $193 $2,643 $235 $3,071 $0 15 037-030-006 1310 South Ave 0.193 SF 1 4 $125 $2,643 $235 $3,003 $0 16 037-030-008 512 Leon Ave 0.226 SF 1 4 $146 $2,643 $235 $3,024 $0 17 037-030-009 518 Leon Ave 0.605 MF 2 6 $390 $4,302 $235 $4,927 $0 18 037-030-010 520 Leon Ave 0.288 SF 1 4 $186 $2,643 $235 $3,064 $0 522
524
526
528
530
21 037-030-013 602 Leon Ave 0.610 MF 2 6 $394 $4,302 $235 $4,931 $0 22 037-030-014 604 Leon Ave 0.610 SF 1 4 $393 $2,643 $235 $3,271 $0 620
624
628
630
1305 Rouse Ave
1421
1419
541 Sutter Ave
25 037-030-018 531 Sutter Ave 1.186 SF 1 4 $765 $2,643 $235 $3,643 $0 527
529
27 037-030-020 523 Sutter Ave 0.989 SF 1 4 $638 $2,643 $235 $3,516 $0 28 037-030-021 612 Leon Ave 0.266 MF 2 6 $172 $4,302 $235 $4,709 $0 616
614
30 037-030-024 519 Sutter Ave 0.325 SF 1 4 $210 $2,643 $235 $3,088 $0 31 037-030-025 1422 South Ave 0.431 SF 1 4 $278 $2,643 $235 $3,156 $0 32 037-030-026 1418 South Ave 0.243 SF 1 4 $157 $2,643 $235 $3,035 $0 33 037-030-028 504 Leon Ave 0.241 SF 1 4 $155 $2,643 $235 $3,033 $0 34 037-030-031 600 S Alturas Ave 0.172 SF 1 4 $111 $2,643 $235 $2,989 $0 35 037-030-032 604 S Alturas Ave 0.208 SF 1 4 $134 $2,643 $235 $3,012 $0 36 037-030-033 610 S Alturas Ave 0.207 SF 1 4 $134 $2,643 $235 $3,012 $0 37 037-030-034 616 S Alturas Ave 0.200 SF 1 4 $129 $2,643 $235 $3,007 $0 29 037-030-022 Leon Ave
24 0.532 MS 2 6 $343 $4,302 $235 $4,880 OTHER

1.401 MF 2 6
Elsie St
037-030-017
26 037-030-019 Sutter Ave 0.197 SF
$904 $4,302 $235 $5,441 $0

1.480 MS 5
1 4 $127 $2,643 $235 $3,005 $0
6 $955 $10,755 $235 $11,945 OTHER
20 037-030-012 Leon Ave
23 037-030-016
Leon Ave
19 0.605 MS 2 6 $390 $4,302 $235 $4,927 OTHER
037-030-011 Leon Ave 0.318 MF 2 6
$348 $10,755 $235 $11,338 OTHER
$205 $4,302 $235 $4,742 $0
$235 $15,619 OTHER
11 037-029-058 Adkinson Way 0.540 MS 5 6

0.507 MS 7 6 $327 $15,057

ATTACHMENT A
West Modesto Sewer County Area 9
(includes Colorado Subphase)
6 037-029-033 Adkinson Way
#3..
- 64 -
38 037-030-035 624 S Alturas Ave 0.200 SF
14 $129 $2,643 $235 $3,007 $0
39 037-030-036 628 S Alturas Ave 0.200 SF
14 $129 $2,643 $235 $3,007 $0
40 037-030-037 634 S Alturas Ave 0.200 SF
14 $129 $2,643 $235 $3,007 $0
41 037-030-038 638 S Alturas Ave 0.200 SF
14 $129 $2,643 $235 $3,007 $0
42 037-030-039 642 S Alturas Ave 0.200 SF
14 $129 $2,643 $235 $3,007 $0
43 037-030-040 646 S Alturas Ave 0.200 SF
14 $129 $2,643 $235 $3,007 $0
44 037-030-041 1309 Rouse Ave 0.350 SF
14 $225 $2,643 $235 $3,103 $0
45 037-030-042 605 S Alturas Ave 0.296 SF
14 $191 $2,643 $235 $3,069 $0
46 037-030-043 611 S Alturas Ave 0.210 SF
14 $136 $2,643 $235 $3,014 $0
47 037-030-044 615 S Alturas Ave 0.200 SF
14 $129 $2,643 $235 $3,007 $0
48 037-030-045 617 S Alturas Ave 0.200 SF
14 $129 $2,643 $235 $3,007 $0
49 037-030-046 621 S Alturas Ave 0.200 SF
14 $129 $2,643 $235 $3,007 $0
50 037-030-047 635 S Alturas Ave 0.200 SF
14 $129 $2,643 $235 $3,007 $0
51 037-030-048 645 S Alturas Ave 0.399 SF
14 $257 $2,643 $235 $3,135 $0
52 037-030-049 649 S Alturas Ave 0.200 MF
26 $129 $4,302 $235 $4,666 $0
53 037-030-050 651 S Alturas Ave 0.354 MF
26 $228 $4,302 $235 $4,765 $0
54 037-030-051 651 Sutter Ave 0.555 Store
16 $358 $2,643 $235 $3,236 OTHER
55 037-030-052 641 Sutter Ave 0.200 SF
14 $129 $2,643 $235 $3,007 $0
56 037-030-053 637 Sutter Ave 0.200 SF
14 $129 $2,643 $235 $3,007 $0
57 037-030-054 631 Sutter Ave 0.200 SF
14 $129 $2,643 $235 $3,007 $0
58 037-030-055 627 Sutter Ave 0.200 SF
14 $129 $2,643 $235 $3,007 $0
59 037-030-056 623 Sutter Ave 0.200 SF
14 $129 $2,643 $235 $3,007 $0
60 037-030-057 617 Sutter Ave 0.200 SF
14 $129 $2,643 $235 $3,007 $0
61 037-030-058 611 Sutter Ave 0.200 SF
14 $129 $2,643 $235 $3,007 $0
62 037-030-059 1420 Elsie St 0.307 SF
14 $198 $2,643 $235 $3,076 $0
63 037-030-060 508 Leon Ave 0.328 MS
26 $211 $4,302 $235 $4,748 OTHER
64 037-031-003 1224 Rouse Ave 0.988 SF
14 $637 $2,643 $235 $3,515 $0
65 037-031-004 1220 Rouse Ave 0.206 SF
14 $133 $2,643 $235 $3,011 $0
66 037-031-005 1210 Rouse Ave 0.957 SF
14 $618 $2,643 $235 $3,496 $0
67 037-031-008 1114 Rouse Ave 0.562 MS
26 $363 $4,302 $235 $4,900 OTHER
68 037-031-009 708 Colorado Ave 0.348 SF
14 $224 $2,643 $235 $3,102 $0
69 037-031-010 712 Colorado Ave 1.086 SF
16 $700 $2,643 $235 $3,578 $0
70 037-031-011 718 Colorado Ave 4.999 MS
26 $3,224 $4,302 $235 $7,761 OTHER
71 037-031-012 727 Sutter Ave 2.519 Church
16 $1,625 $2,643 $235 $4,503 $0
803
805
73 037-031-014 723 Sutter Ave 0.999 MF
26 $645 $4,302 $235 $5,182 $0
74 037-031-015 719 Sutter Ave 1.000 SF
14 $645 $2,643 $235 $3,523 $0
75 037-031-017 701 Sutter Ave 0.370 SF
14 $238 $2,643 $235 $3,116 $0
76 037-031-022 707 Sutter Ave 0.923 Indust.
16 $595 $2,643 $235 $3,473 OTHER
1306
1304
78 037-031-026 1330 Rouse Ave 0.527 SF
14 $340 $2,643 $235 $3,218 $0
1408
1412
80 037-031-028 1118 Rouse Ave 0.266 SF
14 $172 $2,643 $235 $3,050 $0
81 037-031-029 1202 Rouse Ave 0.597 SF
14 $385 $2,643 $235 $3,263 $0
807
809
83 037-032-006 1401 Figaro Ave 0.296 SF
14 $191 $2,643 $235 $3,069 $0
84 037-032-007 1323 Figaro Ave 0.296 V-R1
14 $191 $2,643 $235 $3,069 OTHER
85 037-032-008 1321 Figaro Ave 0.404 SF
14 $261 $2,643 $235 $3,139 $0
86 037-032-010 1205 Figaro Ave 3.022 MS
46 $1,949 $8,604 $235 $10,788 OTHER
812
810
88 037-032-012 822 Colorado Ave 0.993 SF
14 $640 $2,643 $235 $3,518 $0
89 037-032-013 902 Colorado Ave 0.371 MF
36 $239 $6,453 $235 $6,927 $0
90 037-032-014 1118 Figaro Ave 0.227 SF
14 $147 $2,643 $235 $3,025 $0
91 037-032-015 1124 Figaro Ave 0.995 SF
14 $642 $2,643 $235 $3,520 $0
92 037-032-016 1206 Figaro Ave 0.379 SF
14 $245 $2,643 $235 $3,123 $0
93 037-032-017 1210 Figaro Ave 0.304 SF
1 4 $196 $2,643 $235 $3,074 $0
94 037-032-018 1214 Figaro Ave 0.189 SF
14 $122 $2,643 $235 $3,000 $0
1220
1222
907 Leon Ave
Figaro Ave
95 037-032-019
87 0.306 MS26 $197 $4,302 $235 $4,734 OTHER
037-032-011 Colorado Ave 0.994 SF16
82 037-032-001 S Sutter Ave 0.502 SF
$641 $2,643 $235 $3,519 $0
79 037-031-027 Rouse Ave
14 $324 $2,643 $235 $3,202 $0
77 1.470 MS26 $948 $4,302 $235 $5,485 OTHER
037-031-025 Rouse Ave 1.256 MS26
72 037-031-013 Sutter Ave 0.473 MF
$810 $4,302 $235 $5,347 OTHER
26 $305 $4,302 $235 $4,842 $0
#3..
- 65 -
96 037-032-020 1302 Figaro Ave 0.312 MF
26 $202 $4,302 $235 $4,739 $0
1310
1306
98 037-032-022 1320 Figaro Ave 0.230 MS
26 $148 $4,302 $235 $4,685 OTHER
1322
1324
100 037-032-024 1402 Figaro Ave 0.273 SF
14 $176 $2,643 $235 $3,054 $0
101 037-032-025 1408 Figaro Ave 0.208 SF
14 $134 $2,643 $235 $3,012 $0
102 037-032-028 911 S Sutter Ave 0.153 SF
14 $99 $2,643 $235 $2,977 $0
103 037-032-029 913 S Sutter Ave 0.157 SF
14 $101 $2,643 $235 $2,979 $0
104 037-032-031 1407 Pelton Ave 0.249 SF
14 $161 $2,643 $235 $3,039 $0
105 037-032-033 911 Leon Ave 0.132 SF
14 $85 $2,643 $235 $2,963 $0
106 037-032-034 913 Leon Ave 0.189 SF
14 $122 $2,643 $235 $3,000 $0
107 037-032-035 917 Leon Ave 0.188 SF
14 $122 $2,643 $235 $3,000 $0
108 037-032-036 919 Leon Ave 0.323 SF
14 $209 $2,643 $235 $3,087 $0
109 037-032-037 920 Colorado Ave 0.334 SF
14 $215 $2,643 $235 $3,093 $0
110 037-032-038 916 Colorado Ave 0.330 SF
14 $213 $2,643 $235 $3,091 $0
111 037-032-039 912 Colorado Ave 0.330 MF
26 $213 $4,302 $235 $4,750 $0
112 037-032-040 906 Colorado Ave 0.394 SF
16 $254 $2,643 $235 $3,132 $0
1305
1301
1309
114 037-032-042 1317 Figaro Ave 0.370 SF
14 $238 $2,643 $235 $3,116 $0
115 037-032-045 Leon 0.744 V-R2
16 $480 $2,643 $235 $3,358 OTHER
116 037-032-046 922 Leon Ave 0.262 MF
26 $169 $4,302 $235 $4,706 $0
117 037-032-047 1409 Pelton Ave 0.748 MS
56 $483 $10,755 $235 $11,473 OTHER
118 037-033-001 915 Sutter Ave 0.140 MF
16 $90 $2,643 $235 $2,968 $0
119 037-033-002 1421 Pelton Ave 0.231 SF
14 $149 $2,643 $235 $3,027 $0
120 037-033-003 1417 Pelton Ave 0.104 SF
14 $67 $2,643 $235 $2,945 $0
121 037-033-004 1413 Pelton Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
122 037-033-005 1405 Pelton Ave 0.192 SF
14 $124 $2,643 $235 $3,002 $0
123 037-033-006 1403 Pelton Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
124 037-033-007 1401 Pelton Ave 0.178 MF
26 $115 $4,302 $235 $4,652 $0
125 037-033-008 1323 Pelton Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
126 037-033-009 1319 Pelton Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
127 037-033-010 1315 Pelton Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
128 037-033-011 1309 Pelton Ave 0.267 SF
14 $172 $2,643 $235 $3,050 $0
129 037-033-012 1305 Pelton Ave 0.157 SF
14 $101 $2,643 $235 $2,979 $0
130 037-033-013 1301 Pelton Ave 0.233 SF
14 $150 $2,643 $235 $3,028 $0
131 037-033-014 1217 Pelton Ave 0.340 MF
26 $219 $4,302 $235 $4,756 $0
132 037-033-015 1213 Pelton Ave 0.176 SF
14 $114 $2,643 $235 $2,992 $0
133 037-033-016 1209 Pelton Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
134 037-033-017 1205 Pelton Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
135 037-033-018 1201 Pelton Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
136 037-033-019 1123 Pelton Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
137 037-033-020 1119 Pelton Ave 0.178 MF
26 $115 $4,302 $235 $4,652 $0
138 037-033-021 1115 Pelton Ave 0.267 MF
26 $172 $4,302 $235 $4,709 $0
139 037-033-022 1109 Pelton Ave 0.178 MF
26 $115 $4,302 $235 $4,652 $0
140 037-033-023 1105 Pelton Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
141 037-033-024 1101 Pelton Ave 0.285 SF
14 $184 $2,643 $235 $3,062 $0
142 037-033-025 1102 Pelton Ave 0.293 Store
26 $189 $4,302 $235 $4,726 OTHER
143 037-033-026 1106 Pelton Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
144 037-033-027 1110 Pelton Ave 0.267 SF
14 $172 $2,643 $235 $3,050 $0
145 037-033-028 1116 Pelton Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
146 037-033-029 1120 Pelton Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
147 037-033-030 1124 Pelton Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
148 037-033-031 1202 Pelton Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
149 037-033-032 1206 Pelton Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
150 037-033-033 1210 Pelton Ave 0.178 MF
26 $115 $4,302 $235 $4,652 $0
151 037-033-034 1214 Pelton Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
152 037-033-035 1218 Pelton Ave 0.338 SF
14 $218 $2,643 $235 $3,096 $0
153 037-033-036 1302 Pelton Ave 0.250 SF
14 $161 $2,643 $235 $3,039 $0
154 037-033-037 1306 Pelton Ave 0.142 SF
14 $92 $2,643 $235 $2,970 $0
155 037-033-038 1310 Pelton Ave 0.267 SF
14 $172 $2,643 $235 $3,050 $0
156 037-033-039 1316 Pelton Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
113 037-032-041 Figaro Ave 1.608
99 MS36 $1,037 $6,453 $235 $7,725 OTHER
037-032-023 Figaro Ave 0.210 SF14
97 037-032-021 Figaro Ave 0.455 MS
$135 $2,643 $235 $3,013 $0
36 $293 $6,453 $235 $6,981 OTHER
#3..
- 66 -
157 037-033-040 1320 Pelton Ave 0.267 MF
26 $172 $4,302 $235 $4,709 $0
1404
1402
1400
159 037-033-042 1408 Pelton Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
160 037-033-043 1412 Pelton Ave 0.267 MF
26 $172 $4,302 $235 $4,709 $0
161 037-033-044 1416 Pelton Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
162 037-033-046 1423 Faustina Ave 0.397 SF
14 $256 $2,643 $235 $3,134 $0
163 037-033-047 1415 Faustina Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
164 037-033-048 1411 Faustina Ave 0.268 SF
14 $173 $2,643 $235 $3,051 $0
165 037-033-049 1405 Faustina Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
166 037-033-050 1401 Faustina Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
167 037-033-051 1323 Faustina Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
168 037-033-052 1319 Faustina Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
169 037-033-053 1315 Faustina Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
170 037-033-054 1311 Faustina Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
171 037-033-055 1307 Faustina Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
172 037-033-056 1303 Faustina Ave 0.309 SF
14 $199 $2,643 $235 $3,077 $0
173 037-033-057 1015 Leon Ave 0.339 SF
14 $219 $2,643 $235 $3,097 $0
174 037-033-058 1205 Faustina Ave 0.267 MF
26 $172 $4,302 $235 $4,709 $0
175 037-033-059 1203 Faustina Ave 0.356 SF
14 $230 $2,643 $235 $3,108 $0
176 037-033-060 1125 Faustina Ave 0.267 SF
14 $172 $2,643 $235 $3,050 $0
177 037-033-061 1119 Faustina Ave 0.267 MS
26 $172 $4,302 $235 $4,709 OTHER
178 037-033-063 1113 Faustina Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
179 037-033-065 1109 Faustina Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
180 037-033-066 1105 Faustina Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
181 037-033-067 1016 Colorado Ave 0.291 SF
14 $187 $2,643 $235 $3,065 $0
182 037-034-001 1422 Faustina Ave 0.316 SF
14 $204 $2,643 $235 $3,082 $0
183 037-034-002 1418 Faustina Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
184 037-034-003 1414 Faustina Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
185 037-034-004 1410 Faustina Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
186 037-034-005 1406 Faustina Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
187 037-034-006 1402 Faustina Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
188 037-034-007 1324 Faustina Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
189 037-034-008 1320 Faustina Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
190 037-034-009 1316 Faustina Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
191 037-034-010 1312 Faustina Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
192 037-034-011 1308 Faustina Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
193 037-034-012 1302 Faustina Ave 0.302 SF
14 $195 $2,643 $235 $3,073 $0
194 037-034-013 1218 Faustina Ave 0.346 SF
14 $223 $2,643 $235 $3,101 $0
195 037-034-014 1214 Faustina Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
196 037-034-015 1210 Faustina Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
197 037-034-016 1206 Faustina Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
198 037-034-017 1202 Faustina Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
199 037-034-018 1124 Faustina Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
200 037-034-019 1120 Faustina Ave 0.178 MF
26 $115 $4,302 $235 $4,652 $0
201 037-034-020 1116 Faustina Ave 0.178 SF
14 $115 $2,643 $235 $2,993 $0
202 037-034-021 1112 Faustina Ave 0.217 SF
14 $140 $2,643 $235 $3,018 $0
203 037-034-022 1106 Faustina Ave 0.222 MS
26 $143 $4,302 $235 $4,680 OTHER
204 037-034-023 1102 Faustina Ave 0.290 SF
14 $187 $2,643 $235 $3,065 $0
205 037-034-024 1110 Colorado Ave 0.200 SF
14 $129 $2,643 $235 $3,007 $0
206 037-034-025 1101 Avealon Ave 0.275 SF
14 $178 $2,643 $235 $3,056 $0
207 037-034-026 1111 Avealon Ave 0.264 MF
26 $170 $4,302 $235 $4,707 $0
208 037-034-027 1117 Avealon Ave 0.181 SF
14 $117 $2,643 $235 $2,995 $0
209 037-034-028 1121 Avealon Ave 0.227 SF
14 $146 $2,643 $235 $3,024 $0
210 037-034-029 1201 Avealon Ave 0.181 SF
14 $117 $2,643 $235 $2,995 $0
211 037-034-030 1205 Avealon Ave 0.181 SF
14 $117 $2,643 $235 $2,995 $0
212 037-034-031 1211 Avealon Ave 0.181 SF
14 $117 $2,643 $235 $2,995 $0
213 037-034-032 1215 Avealon Ave 0.181 SF
14 $117 $2,643 $235 $2,995 $0
214 037-034-033 1223 Avealon Ave 0.282 SF
14 $182 $2,643 $235 $3,060 $0
215 037-034-034 1115 S Leon Ave 0.205 SF
14 $132 $2,643 $235 $3,010 $0
216 037-034-035 1114 S Leon Ave 0.291 SF
14 $188 $2,643 $235 $3,066 $0
217 037-034-036 1307 Avealon Ave 0.181 SF
14 $117 $2,643 $235 $2,995 $0
218 037-034-037 1311 Avealon Ave 0.181 SF
14 $117 $2,643 $235 $2,995 $0
219 037-034-038 1315 Avealon Ave 0.181 SF
14 $117 $2,643 $235 $2,995 $0
158 037-033-041 Pelton Ave 0.356 MS
36 $230 $6,453 $235 $6,918 OTHER
#3..
- 67 -
220 037-034-039 1317 Avealon Ave 0.181 SF
14 $117 $2,643 $235 $2,995 $0
221 037-034-040 1401 Avealon Ave 0.181 SF
14 $117 $2,643 $235 $2,995 $0
222 037-034-041 1405 Avealon Ave 0.271 SF
14 $175 $2,643 $235 $3,053 $0
223 037-034-042 1409 Avealon Ave 0.271 SF
14 $175 $2,643 $235 $3,053 $0
224 037-034-043 1415 Avealon Ave 0.216 SF
14 $139 $2,643 $235 $3,017 $0
225 037-034-044 1123 Sutter Ave 0.207 SF
14 $133 $2,643 $235 $3,011 $0
226 037-034-045 1423 Avealon Ave 0.276 SF
14 $178 $2,643 $235 $3,056 $0
227 037-035-001 1424 Avealon Ave 0.297 SF
14 $192 $2,643 $235 $3,070 $0
228 037-035-002 1418 Avealon Ave 0.362 SF
14 $233 $2,643 $235 $3,111 $0
229 037-035-003 1412 Avealon Ave 0.181 SF
14 $117 $2,643 $235 $2,995 $0
230 037-035-004 1406 Avealon Ave 0.289 SF
14 $187 $2,643 $235 $3,065 $0
231 037-035-005 1402 Avealon Ave 0.181 SF
14 $117 $2,643 $235 $2,995 $0
232 037-035-006 1320 Avealon Ave 0.253 MS
26 $163 $4,302 $235 $4,700 OTHER
233 037-035-007 1316 Avealon Ave 0.181 SF
14 $117 $2,643 $235 $2,995 $0
234 037-035-008 1312 Avealon Ave 0.181 SF
14 $117 $2,643 $235 $2,995 $0
235 037-035-009 1310 Avealon Ave 0.181 SF
14 $117 $2,643 $235 $2,995 $0
236 037-035-010 1306 Avealon Ave 0.162 SF
14 $104 $2,643 $235 $2,982 $0
237 037-035-011 1302 Avealon Ave 0.163 SF
14 $105 $2,643 $235 $2,983 $0
238 037-035-012 1224 Avealon Ave 0.181 SF
14 $117 $2,643 $235 $2,995 $0
239 037-035-013 1220 Avealon Ave 0.181 SF
14 $117 $2,643 $235 $2,995 $0
240 037-035-014 1216 Avealon Ave 0.209 SF
14 $135 $2,643 $235 $3,013 $0
241 037-035-015 1212 Avealon Ave 0.217 SF
14 $140 $2,643 $235 $3,018 $0
242 037-035-016 1208 Avealon Ave 0.181 SF
14 $117 $2,643 $235 $2,995 $0
243 037-035-017 1204 Avealon Ave 0.181 SF
14 $117 $2,643 $235 $2,995 $0
244 037-035-018 1124 Avealon Ave 0.181 SF
14 $117 $2,643 $235 $2,995 $0
245 037-035-019 1120 Avealon Ave 0.181 SF
14 $117 $2,643 $235 $2,995 $0
246 037-035-020 1116 Avealon Ave 0.181 SF
14 $117 $2,643 $235 $2,995 $0
247 037-035-021 1112 Avealon Ave 0.181 SF
14 $117 $2,643 $235 $2,995 $0
248 037-035-022 1106 Avealon Ave 0.181 SF
14 $117 $2,643 $235 $2,995 $0
249 037-035-023 1102 Avealon Ave 0.296 MF
26 $191 $4,302 $235 $4,728 $0
501
503
505
507
509
511
513
1220 South Ave
251 037-039-006 520 Colorado Ave 0.332 MF
26 $214 $4,302 $235 $4,751 $0
252 037-039-009 526 Colorado Ave 0.208 SF
14 $134 $2,643 $235 $3,012 $0
253 037-039-010 534 Colorado Ave 0.538 MF
26 $347 $4,302 $235 $4,884 $0
254 037-039-011 550 Colorado Ave 0.622 SF
14 $401 $2,643 $235 $3,279 $0
255 037-039-012 606 Colorado Ave 0.633 SF
14 $408 $2,643 $235 $3,286 $0
256 037-039-013 608 Colorado Ave 0.521 SF
14 $336 $2,643 $235 $3,214 $0
257 037-039-014 610 Colorado Ave 0.537 SF
14 $347 $2,643 $235 $3,225 $0
258 037-039-015 612 Colorado Ave 0.539 MS
26 $348 $4,302 $235 $4,885 OTHER
259 037-039-016 620 Colorado Ave 1.380 SF
16 $890 $2,643 $235 $3,768 $0
260 037-039-017 628 Colorado Ave 0.181 SF
14 $117 $2,643 $235 $2,995 $0
261 037-039-019 1117 Rouse Ave 0.188 SF
14 $121 $2,643 $235 $2,999 $0
262 037-039-020 1121 Rouse Ave 0.212 SF
14 $137 $2,643 $235 $3,015 $0
263 037-039-021 1201 Rouse Ave 0.190 SF
14 $122 $2,643 $235 $3,000 $0
264 037-039-022 1205 Rouse Ave 0.991 MS
56 $639 $10,755 $235 $11,629 OTHER
265 037-039-023 1223 Rouse Ave 0.247 MF
26 $159 $4,302 $235 $4,696 $0
627
625
267 037-039-025 623 Leon Ave 0.205 MF
26 $132 $4,302 $235 $4,669 $0
268 037-039-026 621 Leon Ave 0.190 SF
14 $122 $2,643 $235 $3,000 $0
269 037-039-027 615 Leon Ave 1.001 SF
14 $646 $2,643 $235 $3,524 $0
270 037-039-028 611 Leon Ave 0.493 SF
14 $318 $2,643 $235 $3,196 $0
271 037-039-029 609 Leon Ave 0.508 SF
14 $328 $2,643 $235 $3,206 $0
272 037-039-030 605 Leon Ave 0.209 SF
14 $135 $2,643 $235 $3,013 $0
273 037-039-031 601 Leon Ave 0.804 SF
14 $518 $2,643 $235 $3,396 $0
274 037-039-032 527 Leon Ave 1.002 SF
14 $647 $2,643 $235 $3,525 $0
275 037-039-033 523 Leon Ave 0.380 SF
14 $245 $2,643 $235 $3,123 $0
276 037-039-034 519 Leon Ave 0.241 MF
26 $155 $4,302 $235 $4,692 $0
MS
MS
250 037-039-001 0.998
56 $643 $10,755 $235 $11,633 OTHER
Leon Ave
266 037-039-024 Leon Ave 0.417
26 $269 $4,302 $235 $4,806 OTHER
#3..
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277 037-039-035 517 Leon Ave 0.872 SF 1 4 $563 $2,643 $235 $3,441 $0 278 037-039-036 515 Leon Ave 0.502 SF 1 4 $324 $2,643 $235 $3,202 $0 279 037-039-037 1113 Rouse Ave 0.233 MF 2 6 $150 $4,302 $235 $4,687 $0 280 037-039-038 632 Colorado Ave 0.303 SF 1 4 $196 $2,643 $235 $3,074 $0 281 037-039-039 522 Colorado Ave 0.652 V-R2 1 4 $421 $2,643 $235 $3,299 OTHER 282 037-039-041 518 Colorado Ave 0.497 SF 1 6 $321 $2,643 $235 $3,199 $0 283 037-040-010 518 Roselawn Ave 0.985 MS 2 6 $635 $4,302 $235 $5,172 OTHER 284 037-040-011 520 Roselawn Ave 0.997 SF 1 4 $643 $2,643 $235 $3,521 $0 285 037-040-012 528 Roselawn Ave 0.997 SF 1 4 $643 $2,643 $235 $3,521 $0 286 037-040-016 917 Rouse Ave 0.432 SF 1 4 $279 $2,643 $235 $3,157 $0 1005
1009
1011
288 037-040-018 629 Colorado Ave 0.320 SF 1 4 $206 $2,643 $235 $3,084 $0 289 037-040-019 627 Colorado Ave 0.209 MF 2 6 $135 $4,302 $235 $4,672 $0 290 037-040-020 625 Colorado Ave 0.505 SF 1 6 $326 $2,643 $235 $3,204 $0 291 037-040-021 623 Colorado Ave 0.253 V-R1 1 4 $163 $2,643 $235 $3,041 OTHER 292 037-040-022 615 Colorado Ave 0.250 SF 1 4 $161 $2,643 $235 $3,039 $0 293 037-040-025 603 Colorado Ave 0.503 MF 2 6 $324 $4,302 $235 $4,861 $0 294 037-040-026 531 Colorado Ave 0.503 MF 2 6 $324 $4,302 $235 $4,861 $0 295 037-040-027 525 Colorado Ave 2.011 V-R1 1 6 $1,297 $2,643 $235 $4,175 OTHER 296 037-040-028 507 Colorado Ave 0.831 SF 1 6 $536 $2,643 $235 $3,414 $0 297 037-040-031 607 Colorado Ave 0.283 SF 1 4 $183 $2,643 $235 $3,061 $0 298 037-040-055 605 Colorado Ave 0.972 SF 1 6 $627 $2,643 $235 $3,505 $0 299 037-040-033 611 Colorado Ave 0.253 MF 2 6 $163 $4,302 $235 $4,700 $0 300 037-041-002 816 South Ave 0.311 SF 1 4 $200 $2,643 $235 $3,078 $0 301 037-041-003 810 South Ave 0.394 MF 2 6 $254 $4,302 $235 $4,791 $0 302 037-041-004 806 South Ave 0.303 SF 1 4 $196 $2,643 $235 $3,074 $0 303 037-041-005 802 South Ave 0.304 MF 2 6 $196 $4,302 $235 $4,733 $0 304 037-041-006 722 South Ave 0.303 MF 2 6 $196 $4,302 $235 $4,733 $0 305 037-041-007 718 South Ave 0.303 SF 1 4 $196 $2,643 $235 $3,074 $0 306 037-041-008 502 S Sunset Bl 1.144 MF 2 6 $738 $4,302 $235 $5,275 $0 307 037-041-009 514 S Sunset Bl 0.246 SF 1 4 $159 $2,643 $235 $3,037 $0 308 037-041-010 520 S Sunset Bl 0.498 MF 2 6 $321 $4,302 $235 $4,858 $0 309 037-041-011 524 S Sunset Bl 0.498 MF 2 6 $321 $4,302 $235 $4,858 $0 310 037-041-012 526 Sunset Ave 0.498 SF 1 4 $321 $2,643 $235 $3,199 $0 311 037-041-013 528 S Sunset Bl 0.498 SF 1 4 $321 $2,643 $235 $3,199 $0 312 037-041-014 532 Sunset Ave 0.996 SF 1 4 $642 $2,643 $235 $3,520 $0 313 037-041-015 604 Sunset 0.995 SF 1 4 $642 $2,643 $235 $3,520 $0 314 037-041-016 608 S Sunset Bl 0.498 SF 1 4 $321 $2,643 $235 $3,199 $0 315 037-041-017 612 S Sunset Bl 0.498 MF 2 6 $321 $4,302 $235 $4,858 $0 316 037-041-018 616 S Sunset Bl 0.497 SF 1 4 $321 $2,643 $235 $3,199 $0 317 037-041-019 620 S Sunset Bl 0.497 SF 1 4 $321 $2,643 $235 $3,199 $0 318 037-041-020 626 S Sunset Bl 0.995 SF 1 4 $642 $2,643 $235 $3,520 $0 319 037-041-021 715 Rouse 0.842 SF 1 4 $543 $2,643 $235 $3,421 $0 320 037-041-022 719 Rouse Ave 0.260 SF 1 4 $168 $2,643 $235 $3,046 $0 321 037-041-023 725 Rouse Ave 0.252 SF 1 4 $163 $2,643 $235 $3,041 $0 322 037-041-024 809 Rouse Ave 0.252 SF 1 4 $163 $2,643 $235 $3,041 $0 323 037-041-026 619 Roselawn Ave 0.502 SF 1 4 $324 $2,643 $235 $3,202 $0 324 037-041-027 615 Roselawn Ave 0.502 SF 1 4 $324 $2,643 $235 $3,202 $0 325 037-041-029 525 Roselawn Ave 0.354 SF 1 4 $228 $2,643 $235 $3,106 $0 326 037-041-030 515 Roselawn Ave 0.250 SF 1 4 $161 $2,643 $235 $3,039 $0 513
511
328 037-041-032 621 Roselawn Ave 0.502 SF 1 4 $324 $2,643 $235 $3,202 $0 329 037-041-033 623 Roselawn Ave 0.502 SF 1 4 $324 $2,643 $235 $3,202 $0 330 037-041-034 627 Roselawn Ave 0.610 MS 2 6 $393 $4,302 $235 $4,930 OTHER 331 037-041-035 519 Roselawn Ave 0.999 SF 1 4 $644 $2,643 $235 $3,522 $0 332 037-041-036 Roselawn Ave 3.420 V-R2 1 4 $2,206 $2,643 $235 $5,084 OTHER 138.15 332 $1,218,318
4-inch service: 247
6-inch service: 85
*WWCC fee rate for Single Family (SF) = $2,643
*WWCC fee rate for Multi Family (MF) = $2,151
Assuming one service per APN, Sub-Trunk Fee was
calculated using $645/Acre.
287 6 $702 $4,302 $235 $5,239 OTHER
327 037-041-031 Roselawn Ave 0.382 MS 2 6 $247 $4,302 $235 $4,784 OTHER 037-040-017 Rouse Ave 1.088 MS 2
#3..
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

February 6, 2023
Date: January 18, 2023
TO: Economic Development Committee
Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
Eric Alvarez, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Jessica Hill, Interim Director of Community and Economic Development SUBJECT: Revolving Loan Fund Program and Downtown Revolving Loan Fund Program CONTACT: Peter Ibrahim, Infrastructure Financing Program Supervisor [email protected], 209-577-5211
DESCRIPTION:

Consider approving a Revolving Loan Fund Program for Capital Facilities Fees, Water Connection and/or Wastewater Capacity Fees; and a Downtown Revolving Loan Fund Program for Construction Costs and Fees and forwarding to Council for approval. (Funding Source:

American Rescue Plan Act)
STRATEGIC PLAN ELEMENT:

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

Drive the success of a vibrant and economically sustainable climate.

BACKGROUND:

On March 11, 2021, President Joe Biden signed the American Rescue Plan Act (ARPA) of 2021 into law. The $1.9 trillion package is intended to provide relief to address the impact of COVID19. The City of Modesto received $45.89 million in relief funding for the six categories: Public Health Response, Address Negative Economic Impacts, Supporting the Hardest-Hit Communities and Families, Replacing Lost Public Sector Revenue, Investments in Water and Sewer Infrastructure, and Investments in Broadband Infrastructure.

The allocated federal funding deadline to encumber funds is December 31, 2024, and to expend funds in 2026. COVID-19 continues to have a significant global impact, and the City of Modesto recognizes the need to implement initiatives that can help move Modesto forward. The Modesto Forward, Pandemic Recovery Strategy, focuses on critical investments in Quality of Life, Economic Vitality and Governance and Service Delivery.
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Economic Development Committee, February 6, 2023
Revolving Loan Fund Program and Downtown Revolving Loan Fund Program

In May 2021, the City Council approved the Pandemic Recovery Strategy and American Rescue Plan Funding (Resolution No. 2021-194). The Revolving Loan Fund Program and the Downtown Revolving Loan Fund Program were identified in the plan, each being allocated $1,000,000 to support the expansion and retention of business in Modesto with the intention to improve the economic vitality of the community.

DISCUSSION:

The Community and Economic Development Department is driven by a desire to continue to stimulate commercial and industrial development in Modesto, while sustaining a thriving local economy. Staff is proposing two types of revolving loan fund programs that would support the expansion and retention of business in Modesto with the intent to improve the economic vitality of the community.

Sewer, Water, and/or Capital Facilities Fees Revolving Loan Fund The Revolving Loan Fund Program is designed to assist in reducing the immediate cost of new development and/or expansion of commercial or industrial development in the City. The program would waive up to thirty-five percent (35%) of Capital Facilities, Water Connection and/or Wastewater Capacity Fees (up to $90,000), with an option to defer the remaining fiftyfive percent (55%) of the above-mentioned fees, in no more than five annual installments. Ten percent (10%) of these fees would be due at the time of building permit issuance.

The installments shall be paid annually, starting one (1) year after the certificate of occupancy date. The annual interest rate shall be a standard rate of three percent (3%). Successful applicants have a two (2) year timeline from application approval to obtain a Certificate of Occupancy. Applicants may choose to accept the fee waiver and forego the deferral option.

Waiving thirty-five percent (35%) of the fees will likely trigger a requirement to pay prevailing wages. A fee waiver is a subsidy for the project and qualifies as the use of public funds triggering prevailing wage requirements. For example, the City’s normal policy of allowing fee deferrals over a five-year period does not trigger prevailing wage, since that option is available to all qualified applicants under the Capital Facilities Fees (CFF) Program Guidelines. Prevailing wage is not triggered when the applicant is entitled to the subsidy under the resolution/ordinance establishing the fee, rather than on a project-specific basis. Prevailing wage is also not triggered if the support from the City is “de minimis” (too trivial or minor), meaning it is both less than 2% of the project cost and less than $600,000.

All deferrals and waivers would require an agreement with the City, along with a promissory note and deed of trust recorded on the property to secure payment of the deferred fees, prior to building permit issuance. These documents will be drafted by the City and forwarded to the applicant for review, signature and notarization.

The Revolving Loan Fund Program offers a uniform and streamlined benefit to developers who are looking to alleviate and defer fees, allowing more flexibility for developers who may need funding to drive their projects in Modesto. As highlighted in the City of Modesto’s 2020-2025 Strategic Plan, the Economic Vitality Goals and Strategies are to retain and attract commercial and industrial development to meet the community’s needs today and for the next generation. #4..
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Economic Development Committee, February 6, 2023
Revolving Loan Fund Program and Downtown Revolving Loan Fund Program

The Revolving Loan Fund Program requires the following for consideration:
 Revolving Loan Fund Program Application
 Project description
 Proof of ownership
 Demonstrated Lien-to-Value must not exceed 100% of the property value  Administration Fee ($250)
 Title Report Fee ($500)
 Two-year timeline for project completion
 Deferral of Capital Facilities, Water Connection and/or Wastewater Capacity Agreement and Notice of Lien
 Promissory Note
 Deed of Trust
 Located in the City of Modesto or Sphere of Influence Downtown Revolving Loan Fund
The Downtown Revolving Loan Fund Program is designed to assist in reducing the immediate cost of development in Downtown Modesto. The program would offer a construction loan of up to twenty percent (20%) of project costs or $90,000, whatever is less.

The installments shall be paid annually, starting one (1) year after the certificate of occupancy date. The annual interest rate shall be a standard rate of three percent (3%). Successful applicants have a two (2) year timeline from application approval to obtain a Certificate of Occupancy.

The construction loans may trigger prevailing wage; the assumption being that a three percent (3%) interest rate is less than the market would currently charge for a construction loan.

Prevailing wage is not triggered if the subsidy from the City is “de minimis” (too trivial or minor), meaning it is both less than 2% of the total project cost and less than $600,000. It is possible that exceptions could apply for some of these construction loans, since only the difference in the interest rates, and not the loan amount itself, are relevant.

All deferrals and waivers would require an agreement with the City, along with a promissory note and deed of trust recorded on the property to secure payment of the deferred fees, prior to building permit issuance. These documents will be drafted by the City and forwarded to the applicant for review, signature, and notarization.

The Downtown Revolving Loan Fund Program benefits developers by providing an option to finance their construction costs and fees, allowing developers the flexibility to drive their projects in Downtown Modesto. The Community and Economic Development Department desires to stimulate commercial development in Downtown Modesto, as well as improve the availability for downtown housing and sustain a thriving local economy.

The Downtown Revolving Loan Fund Program requires the following for consideration:
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Economic Development Committee, February 6, 2023
Revolving Loan Fund Program and Downtown Revolving Loan Fund Program

 Downtown Revolving Loan Fund Program Application
 Project description
 Proof of ownership
 Demonstrated Lien-to-Value must not exceed 100% of the property value  Administration Fee ($250)
 Title Report Fee ($500)
 Two-year timeline for project completion
 Construction Loan Agreement
 Promissory Note
 Deed of Trust
 Located within the Downtown Modesto boundary area (see Attachment 3) FISCAL IMPACT:

The associated expenditure plan is intended to improve the economic vitality of the community.

All fee waivers and Infrastructure Finance Program staff time will be covered by City ARPA funds and will have no fiscal impact on the General Fund.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion approving a Revolving Loan Fund Program for Capital Facilities Fees, Water Connection and/or Wastewater Capacity Fees; and a Downtown Revolving Loan Fund Program for Construction Costs and Fees and forwarding to Council for approval.

Approved by:

Jessica Hill,
Interim Director of Community and
Economic Development
Joseph P. Lopez, City Manager
Attachments:

1. Revolving Loan Fund Program Policies and Procedures

2. Downtown Revolving Loan Fund Program Policies and Procedures

3. Downtown Revolving Loan Fund Program Boundaries
#4..
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Community & Economic
Development Department
P.O. Box 642
Modesto, California 95354
209.577.5200
Modestogov.com
Revolving Loan Fund Program
Overview
The Revolving Loan Fund (RLF) Program is designed to assist in reducing the immediate cost of new development or expansion of commercial, or industrial development in the City of Modesto. The program is designed to provide for a fee waiver and deferral of Capital Facilities, Water Connection and/or Wastewater Capacity Fees.

Policy
The RLF Program waives thirty-five percent (35%) of Capital Facilities, Water Connection and/or Wastewater Capacity Fees on any new or expansion of commercial, or industrial development where these fees are assessed. Applicants have the option to waive thirty-five percent (35%), or up to $90,000, pay ten percent (10%) at building permit issuance, and defer the remaining fifty-five percent (55%) plus interest, in no more than five (5) annual payments.

Qualifiers
 Located within the City of Modesto boundaries or sphere of influence  Loan-to-Value ratio must not exceed one hundred percent (100%) of the property value
 Two-year timeline from application approval to Certificate of Occupancy  Applicant must disclose any personal liens on the property Procedure
Prospective applicants should first contact the City of Modesto Infrastructure Financing Program (IFP) at (209) 577-5211.

Decide between one of two options:
 Fee Waiver and Deferral
o Thirty-five percent (35%) fee waiver off of total impact/connection/capacity fees, or up to $90,000
o Ten percent (10%) of total impact/connection/capacity fees due (deferred fees) at the time of building permit issuance
o Remaining fifty-five percent (55%) plus interest, in no more than five (5) annual payments
o Three percent (3%) interest on loan
o A lien will be placed on property and remain until deferred amount with interest is paid in full
#4..
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 Fee Waiver
o Thirty-five percent (35%) fee waiver off of total impact/connection/capacity fees due, or up to $90,000
o Remaining sixty-five percent (65%) of total impact/connection/capacity fees due at the time of building permit issuance
Application
The following items will be required and need to be submitted prior to loan approval and building permit issuance:
 Revolving Loan Fund Program Application
 Project description
 Proof of ownership
 Demonstrated Lien-to-Value must not exceed 100% of the property value  Administration Fee ($250)
 Title Report Fee ($500)
 Two-year timeline for project completion
 Deferral of Capital Facilities, Water Connection and/or Wastewater Capacity Agreement and Notice of Lien
 Promissory Note
 Deed of Trust
 Located in the City of Modesto or Sphere of Influence Staff Review
Only completed applications will be accepted, all required documentation needs to be provided at time of application. Once staff has accepted the application, it will require administrative approval, this process typically takes four (4) weeks.

Payment
 Fee Waiver and Deferral
o Thirty five percent (35%) fee waiver off of total impact/connection/capacity fees, or up to $90,000
o Ten percent (10%) of total impact/connection/capacity fees due (deferred fees) at the time of building permit issuance
o Once the Certificate of Occupancy is received, IFP staff will set up annual billing on remaining fifty five percent (55%) of total deferred fees, plus interest, in no more than five (5) annual payments
o Applicants will receive a copy of the approved agreement after it has been recorded with Stanislaus County
o The first payment will be due one (1) year after Certificate of Occupancy #4..
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o Each annual billing will include an invoice with amount due and due date o After balance and interest is paid the lien will be removed from your property o If an applicant would like to pay off their deferral early, please contact (209) 577-5211 and IFP staff can provide a written lien payoff quote o Once the deferral is paid in full, including all interest, IFP staff will have the lien removed from the property
 Fee Waiver
o Thirty five percent 35% fee waiver off total impact/connection/capacity fees due, or up to $90,000
o Remaining sixty five percent (65%) of total impact/connection/capacity fees due at the time of building permit issuance
Further Information
For more information, contact the City’s Infrastructure Financing Program at (209) 577- 5211.
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Community & Economic
Development Department
P.O. Box 642
Modesto, California 95354
209.577.5200
Modestogov.com
Downtown Revolving Loan Fund Program
Overview
The Downtown Revolving Loan Fund (DRLF) is designed to assist in reducing the immediate cost of development in Downtown Modesto, and provide a low interest loan of construction costs.

Policy
The DRLF Program offers construction loans at a low interest rate, for twenty percent (20%) of the total project cost up to $90,000, whichever is less.

Qualifiers
 Located within the identified Downtown Modesto area (map attached)  Loan-to-Value ratio must not exceed one hundred percent (100%) of the property value
 Loan must be twenty percent (20%) of the total project cost or $90,000, whichever is less
 Two-year timeline from application approval to Certificate of Occupancy  Applicant must disclose any personal liens on the property Procedure
Prospective applicants should first contact the City of Modesto Infrastructure Financing Program (IFP) at (209) 577-5211.
 Construction Loan
o Loan period is no more than five (5) annual payments following one (1) year after the Certificate of Occupancy
o Three percent (3%) interest on loan
o A lien will be placed on property and remain until loan amount with interest is paid in full
o Funding will be provided upfront
o Project must receive a Certificate of Occupancy within two (2) years #4..
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Application
The following items will be required and need to be submitted prior to loan approval and building permit issuance:
 Downtown Revolving Loan Fund Program Application
 Project description
 Proof of ownership
 Demonstrated Lien-to-Value must not exceed 100% of the property value  Administration Fee ($250)
 Title Report Fee ($500)
 Two-year timeline for project completion
 Construction Loan Agreement
 Promissory Note
 Deed of Trust
 Located within the Downtown Modesto boundary area (map attached) Staff Review
Only completed applications will be accepted, all required documentation needs to be provided at time of application. Once staff has accepted the application, it will require administrative approval, this process typically takes four (4) weeks.

Payment
 Construction Loan
o Once Certificate of Occupancy is received, IFP staff will set up annual billing of the Construction Loan
o Applicants will receive a copy of the approved agreement after it has been recorded with Stanislaus County
o The first payment will be due one (1) year after Certificate of Occupancy o Each annual billing will include an invoice with amount due and due date o If an applicant would like to pay off their deferral early, please contact (209) 577-5211 and IFP staff can provide a written lien payoff quote o Once the deferral is paid in full, including all interest, IFP staff will have the lien removed from the property
Further Information
For more information, contact the City’s Infrastructure Financing Program at (209) 577- 5211.
#4..
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S Washington St
Sierra Dr
Maze Blv
13th St
7th St
S Madison St
Virginia Ave
California Ave
Vine St
Roselawn Ave
10th St
11th St
12th St
17th St
Moose
Park
Cesar E.

Chavez Park
Brookway
Park
McClatchy
Square Park &
Rose Garden
George
Lucas
Plaza
Beard
Brook Park
S 7th
St
La Loma Ave
S Martin Luther King Dr
5th St
N 9th St
19th St
College Ave
Downey Ave
I St
1st St
J St
Kansas Ave
G St
B St
9th St
6th St
14th St
Needham Opas

PARADISE AVE

NEEDHAM ST
H ST
G ST

BURNEY ST

MC HENRY
AVE
L ST

MAZE BLV

SCENIC DR
D ST
K ST
1ST ST
9TH ST

YOSEM ITE BLV
S 9TH ST
City of Modesto
Downtown
0 0.05 0.1 0.2
Miles
Date: 8/22/2022
#4..
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