Agenda packet — Economic Development Committee, June 5, 2023 (part 1 of 3)

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www.modestogov.com
AGENDA
City of Modesto

ECONOMIC DEVELOPMENT COMMITTEE / COUNCIL

WORKSHOP
Room 2001-40 Del Puerto Room
Tenth Street Place, 1010 10th Street
Modesto, California
Monday, June 05, 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 “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.

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You may observe a livestream of the meeting at http://media.modestogov.com. You may also participate in the meeting as indicated below.
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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 Unless some member of the audience or Committee Member has a question concerning an item and asks that it be withdrawn from the consent list, the Committee approves the items at one time.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. - 3 -
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Any and all of the following agenda items are subject to action by the Modesto City Council.

This Agenda is on file in the City Clerk’s Office, Sixth Floor, 10th Street Place, Posting Board at entry of 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 Amended and Restated Measure L Regional Control Project Cooperative Agreement with Stanislaus Council of Governments (StanCOG) for the Project Initiation Document (PID) and Project Approval and Environmental Document (PAED) Phases of the Briggsmore Avenue at State Route 99 Interchange Reconstruction Project, and forwarding to Council for approval. (Funding Source:

Regional Surface Transportation Funds (RSTP) and Regional Measure L Funds)  Motion approving the Amended and Restated Measure L Regional Control Cooperative Agreement with Stanislaus Council of Government for the Briggsmore Avenue at State Route 99 Interchange Improvement Project and authorizing all task items of work for the AECOM Design Services Agreement and forwarding to Council for approval.

CED; Toby Wells, 209-571-5542, [email protected]
Consent

2. Consider approving the Amended and Restated Measure L Regional Control Project Cooperative Agreement with Stanislaus Council of Governments (StanCOG) for the Project Initiation Document (PID) and Project Approval and Environmental Document (PAED) Phases of the Standiford Avenue at State Route 99 Interchange Improvement Project, and forwarding to Council for approval. (Funding Source: Capital Facilities Fees (CFF) and Regional Measure L Funds)
 Motion approving the Amended and Restated Measure L Regional Control Cooperative Agreement with Stanislaus Council of Government for the - 4 -
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Standiford Avenue at State Route 99 Interchange Improvement Project and forwarding to Council for approval.

CED; Toby Wells, 209-571-5542, [email protected]
Consent

3. Consider approving the Consultant Services Agreement with De Novo Planning Group for Environmental Planning Services, for a total amount not to exceed $900,000 over three years and forwarding to Council for approval. (Funding Source: Developer Fees)  Motion approving the Consultant Services Agreement with De Novo Planning Group, for a total annual estimated amount of $300,000, and a total amount not to exceed $900,000 over three years for Environmental Planning Services and forwarding to Council for approval.

CED; Peter Ibrahim, 209-577-5211, [email protected] Consent

4. Consider approving the First Amendment to the Agreement with Kosmont Companies, for Enhanced Infrastructure Financing District (EIFD) Feasibility Study Services, increasing the Agreement to a revised total amount not to exceed $200,000 and forwarding to Council for approval. (Funding Source: American Rescue Plan Act (ARPA) Funds)
 Motion approving a First Amendment to the Professional Services Agreement with Kosmont Companies for an Enhanced Infrastructure Financing District Feasibility Study Services to increase the Agreement amount by $150,066 from $49,734 to a revised total amount not to exceed $200,000 and forwarding to Council for approval.

CED; Robert Kimball, 209-571-5540, [email protected] Consent

5. Consider approving a Memorandum of Understanding (MOU) for a Mutual Pay Agreement for the Far-Field Dilution and Constituents of Emerging Concern Studies between the City of Modesto, the City of Turlock and the Del Puerto Water District to comply with State Permit requirements, and forwarding to Council for approval. (Funding Source: Sewer Operations Fund)
 Motion approving a Memorandum of Understanding for a Mutual Pay Agreement for the Far-Field Dilution and Constituents of Emerging Concern Studies between the City of Modesto, the City of Turlock and the Del Puerto Water District and forwarding to Council for approval.

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

6. Consider approving an Agreement for the furnishing of Cathodic Protection Testing and Reporting Services to Corrpro Companies, Inc., Hayward, CA, for a total amount not to exceed $896,192 over five years and forwarding to Council for approval. (Funding Source: Sewer Operations Fund)
 Motion approving the Award of Bid and Agreement for the furnishing of Cathodic Protection Testing and Reporting Services to Corrpro Companies, - 5 -
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Inc., Hayward, CA, for a two year Agreement with three one-year extension options, for an annual estimated amount of $240,000 for the first year, and a total amount not to exceed $896,192 over five years and forwarding to Council for approval.

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

7. Consider approving an Agreement with West Yost Associates, Davis, CA, for Engineering Services for the Pump Station at Jennings Water Quality Control Plant Project for a total amount not to exceed $510,177 and forwarding to Council for approval. (Funding Source: Wastewater Fund)
 Motion approving an Agreement with West Yost Associates, Davis, CA, for Engineering Services for the Pump Station at Jennings WQCP Project in the amount of $463,797, plus $46,380 in additional services, if needed, for a total amount not to exceed $510,177 and forwarding to Council for approval.  Motion amending the Fiscal Year 2022-23 Capital Improvement Program Budget in the amount of $3,000,000 to be transferred into the Project from Wastewater Reserves to fund the Pump Station at Jennings Water Quality Control Plant Project and authorizing the City Manager, or his Designee, to implement the provisions of the resolution and forwarding to Council for approval.

UTILITIES; Cristian Ciotau, 209-577-5260, [email protected] Consent

8. Consider approving three Agreements for On-Call Land Surveying Services with Siegfried Engineering, Inc., of Modesto, CA., NorthStar Engineering, Inc., of Modesto, CA., and O’Dell Engineering of Modesto, CA., for a one-year Agreement with two one-year extension options, for an annual estimated amount not to exceed $75,000 per consultant, and a total amount not to exceed $225,000 per consultant over three years. (Funding Source: Various Capital Improvement Program Projects)  Motion to approve an Agreement with Siegfried Engineering, Inc., Modesto, CA., NorthStar Engineering, Inc., Modesto, CA., and O’Dell Engineering, Inc., Modesto, CA., for On-Call Land Surveying Services for a one-year Agreement with two one-year extension options, for an annual amount not to exceed $75,000 per consultant, and a total amount not to exceed $225,000 per consultant over three years, and authorizing the City Manager, or his designee, to execute the Agreement and forwarding to Council for approval.

UTILITIES; Peter Kambel, 209-577-5444, [email protected]

NEW BUSINESS

9. Consider approving two Agreements, one with the Stanislaus Community Foundation for the implementation of the Stanislaus 2030 Investment Blueprint for a total amount not to exceed $225,000 over three years; and one with Digital Nest to provide Technical and Professional Skills to underserved youth for a total amount not to exceed - 6 -
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$150,000 over three years and forwarding to Council for approval. (Funding Source:

American Rescue Plan Act Funds)
 Motion approving an Agreement with Stanislaus 2030 for the implementation of the Stanislaus 2030 Investment Blueprint for a total amount not to exceed $225,000 over three years and forwarding to Council for approval.  Motion approving an Agreement with Digital Nest to provide Technical and Professional Skills to Underserved Youth for a total amount not to exceed $150,000 over three years and forwarding to Council for approval.

CED; Edgar Garcia, 209-571-5101, [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:

June 5, 2023
Date: May 17, 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: Amended and Restated Measure L Regional Control Cooperative Agreement with Stanislaus Council of Government for Briggsmore at State Route 99 Interchange Reconstruction Project
CONTACT: Toby Wells, City Engineer, [email protected], 209-571-5542 DESCRIPTION:

Consider approving the Amended and Restated Measure L Regional Control Project Cooperative Agreement with Stanislaus Council of Governments (StanCOG) for the Project Initiation Document (PID) and Project Approval and Environmental Document (PAED) Phases of the Briggsmore Avenue at State Route 99 Interchange Reconstruction Project, authorizing all task items of work for the AECOM Design Services Agreement and forwarding to Council for approval. (Funding Source: Regional Surface Transportation Funds (RSTP) and Regional Measure L Funds)
STRATEGIC PLAN ELEMENT:

This action for the Briggsmore Avenue at State Route 99 (SR99) Interchange Reconstruction Project is consistent with the Council’s 2020-2025 Strategic Plan Goal D, Ensure Safe, Efficient and Reliable Infrastructure. Specifically, this item supports the City’s goal to expand alternative modes of travel, improve transportation flow, and drive economic vitality.

BACKGROUND:

The Briggsmore Avenue at SR99 Interchange Improvement Project Interchange was constructed incrementally in response to changing demands and available funding over time.

Now deficiencies are such that a complete overhaul is necessary to maintain flows into the future. As such, an analysis must be performed to understand the traffic engineering first and then look for ways to make improvements. Staff anticipates this could result in significant changes to local roadways, resulting in a net increase in safety and efficiency for movement of goods and services throughout the vicinity of Briggsmore Avenue and SR99. #1..
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Economic Development Committee, June 5, 2023
Amended StanCOG Cooperative Agreement for Briggsmore Avenue at SR99 Interchange

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The initial direction to staff is that the SR99 overcrossing needs to be reconstructed to accommodate 8 lanes of traffic on the SR99 mainline. This work is complicated by the presence of traffic signals at less than ideal spacing in the immediate vicinity of the interchange.

Interchange reconstruction and roadway realignment will be further complicated by the presence of several big box retail stores north and east of the existing interchange. This interchange also serves as a grade separated crossing of the Union Pacific Railroad and future expansion of the ACE Rail system.

On September 1, 2020, by Resolution No. 2020-338, Council approved amending the Capital Improvement Plan budget in the amount of $2,847,879 for Project Initiation Document and Project Approval and Environmental Document phases for the Briggsmore Avenue at SR99 Interchange Improvement Project.

On September 1, 2020, by Resolution No. 2020-337, Council approved accepting Regional Surface Transportation Program (RSTP) funds in the amount of $2,298,879 in FY 20/21, and $2,297,953 in FY 21/22 to fund the Project Initiation Document and Project Approval and Environmental Document phases for the Briggsmore Avenue at SR99 Interchange Improvement Project.

On September 1, 2020, by Resolution No. 2020-336, Council approved a Measure L Cooperative Agreement with Stanislaus Council of Governments funding up to $549,000 of Measure L funds for the Project Initiation Document and Project Approval and Environmental Document phases for the Briggsmore Avenue at SR99 Interchange Improvement Project.

On April 13, 2021, by Resolution No. 2021-127, Council approved Cooperative Agreement with Caltrans for Project Initiation Document and Project Approval Environmental Document Phases of the Briggsmore Avenue at SR99 Interchange Improvement Project.

On May 2, 2023, by Resolution No. 2023-195, Council approved a Design Services Agreement with AECOM of Sacramento for the Briggsmore Avenue at State Route 99 Interchange Improvement Project in the amount of $6,380,010, plus $638,001 for additional services, if needed, for a total amount not to exceed $7,018,011.

DISCUSSION:

The purpose of this project is to reduce traffic congestion, improve regional and interregional traffic operation, and enhance safety on the SR99 highway and within the vicinity of the local transportation network of the Briggsmore Avenue at SR99 Interchange through reconstruction.

The first project phase is termed the Project Initiation Document (PID) phase. This is the first formal project phase in developing a solution for a specific transportation problem. The outcome of the project initiation process is a document that establishes a well-defined purpose-and-need statement, proposed project scope tied to a reliable cost estimate, and a schedule. Additionally, the use of State funds for capital improvements on the State Highway System (SHS) requires an approved PID. Any major work on the State Highway System regardless of how it is funded requires an approved PID.

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transportation deficiencies. The PID is a record of the existing information, initial assumptions, identified risks, and constraints that generated the development of the project work plan. The PID is used to obtain approval for inclusion of a project into a programming document or to get conceptual approval by Caltrans as a project-funded-by-others.

Caltrans requires development of a PID prior to approval to begin the environmental project phase or PAED. The Project Approval and Environmental Document (PAED) phase develops and establishes the State and Federal approvals necessary for the project to move to the final Plans, Specifications and Estimate (PS&E) project phase. Approval of the PID, PAED, and PS&E phases are all milestone events that provide the basis for funding of subsequent phases concluding with the construction phase.

Current Schedule (approximate): Date:

Project Initiation Document October 2024
PAED (Mitigated Negative Declaration) April 2025
PAED (Environmental Impact Report/Summary) November 2027 The PS&E and final project construction schedule will be determined after completion of the PAED process.

StanCOG is the designated Regional Transportation Planning Agency, the designated Metropolitan Planning Organization, and the designated Council of Governments for Stanislaus County. StanCOG has designated the Briggsmore Avenue at SR99 Interchange Improvement Project as a priority project for delivery in Measure L’s first 10 years. As a Measure L regional funding priority, this project is designated to receive up to $14.9M (2019 dollars) of the regional project share of Measure L funds, and StanCOG will reimburse the City of Modesto for identified costs associated with development of this project.

The City of Modesto and StanCOG entered into the original Cooperative Agreement on September 1, 2020 for funding for the PID and PAED phase of the project. The original agreement allocated $549,000 of Regional Measure L funds for this phase of the project. With the final negotiations of the AECOM agreement, City staff requested an amendment to the Cooperative Agreement to allocate $2M in additional funding to fully cover the cost of the AECOM agreement and associated staff costs to complete the PID and PAED phase of the project. City Council Resolution 2023-195 approving the AECOM agreement included a provision requiring additional Council approval of the final task item in the AECOM agreement after the additional funding per the attached Amended Cooperative Agreement is secured.

StanCOG staff expects the Amended and Restated Cooperative Agreement to be reviewed by the respective committees in June. The StanCOG Policy Board is expected to consider the Amended and Restated Cooperative Agreement on June 21. Due to the lack of a scheduled Economic Development Committee meeting for July, the item is being considered prior to StanCOG policy Board meeting. If approval is recommended by both bodies, the Amended and Restated Cooperative Agreement would be presented to Council on July 11.

Staff recommends approval of the Amended and Restated Cooperative Agreement with StanCOG that provides for full funding of this phase of the project. With the full funding now secured, Staff also recommends approval of all task items in the AECOM design services agreement.
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Economic Development Committee, June 5, 2023
Amended StanCOG Cooperative Agreement for Briggsmore Avenue at SR99 Interchange

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FISCAL IMPACT:

This Project is not included in the City’s Capital Facilities Fee (CFF) program, therefore other funding sources are necessary to fund the design efforts. The available funding sources are:

Briggsmore Avenue at SR 99 Interchange Improvement Project Measure L Regional Funding per Amended Cooperative Agreement $2,549,000 Regional Surface Transportation Program (RSTP) $5,113,482 Total Funding (PID & PAED) $7,662,482
RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Motion approving the Amended and Restated Measure L Regional Control Cooperative Agreement with Stanislaus Council of Government for the Briggsmore Avenue at State Route 99 Interchange Improvement Project, authorizing all task items of work for the AECOM Design Services Agreement and forwarding to Council for approval.

Approved by:

Jessica Hill, Interim Director of CEDD
Joseph P. Lopez, City Manager
Attachments:

1. Amended and Restated Measure L Cooperative Agreement #1..
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1 Amended and Restated Measure L Cooperative Agreement: Briggsmore PID and PAED v2

AMENDED AND RESTATED

MEASURE L

REGIONAL CONTROL PROJECT COOPERATIVE AGREEMENT FOR

THE PROJECT INITIATION DOCUMENT (PID) AND PROJECT

APPROVAL AND ENVIRONMENTAL DOCUMENT (PA&ED) PHASES
OF THE BRIGGSMORE AT STATE ROUTE 99 (SR 99) INTERCHANGE

RECONSTRUCTION PROJECT CITY OF MODESTO
This Amended and Restated Cooperative Agreement ("Agreement") is made and entered into on June _____ , 2023, by and between the CITY OF MODESTO ("Sponsor") and the STANISLAUS COUNCIL OF GOVERNMENTS, acting as the Local Transportation Authority ("Authority").

RECITALS
A. WHEREAS, Authority and Sponsor entered into a Cooperative Agreement, dated September 1, 2020 (“2020 Agreement”), for funding of the Project Initiation Document (PID); Project Approval and Environmental Document (PA&ED) and for associated support services described in Exhibit "A", attached hereto and incorporated herein, pursuant to the authority provided by Measure "L" Local Roads First Transportation Funding Measure Ordinance and Expenditure Plan ("Measure L"), which was approved by the voters of Stanislaus County on November 8, 2016; and B. WHEREAS, Sponsor desires to receive funding from the Authority for the PID and PA &ED Phases of the transportation improvement project entitled "Briggsmore at State Route 99 (SR 99) Interchange Reconstruction Project", the PID and PA&ED phases of which are· described in Exhibit "A" and are referred to respectively herein as the "PID" and "PA&ED" phases and collectively the "Project"; and C. WHEREAS, the Project is an eligible project of the Regional Control category of Measure L; and
D. WHEREAS, the Project is identified in the 2022 Measure L Strategic Plan Update; and
E. WHEREAS, the Authority is authorized to issue Measure L funds to the Sponsor; and
F. WHEREAS, Authority shall issue Measure L reimbursement payments as provided in Section 2.1 to the Sponsor pursuant to a request for reimbursement submitted by the Sponsor; however, the Sponsor understands that in no event shall reimbursement payments for eligible expenses under this Agreement, when aggregated with the previously #1..
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2 Amended and Restated Measure L Cooperative Agreement: Briggsmore PID and PAED v2 approved reimbursement requests, exceed the amount identified in Section 2.1; and G. WHEREAS, any cost savings which result in less than the Reimbursable Amount, defined below, being spent on the Project will be retained by the Authority and may be re-programmed for other Measure L eligible projects; and H. WHEREAS, the Sponsor agrees to abide by the terms and conditions of the Authority as set forth herein for the receipt of Measure L funds; and I. WHEREAS, Authority agrees to provide funding for the transportation improvements of the Sponsor's Project according to the terms and conditions set forth herein; and
J. WHEREAS, the Sponsor and Authority desire to amend the 2020 Agreement to identify additional Measure L funding for the Project and to extend the timeline for Project completion.

K. WHEREAS, the Parties desire that this Agreement, as set forth in Section 3.7, will amend, restate, supercede and replace in its entirety the 2020 Agreement.

NOW, THEREFORE, in consideration of the mutual promises and undertakings herein made and the mutual benefits to be derived therefrom, the parties hereto represent, covenant and agree as follows:

AGREEMENT

SECTION I
Covenants of Sponsor

1.1. Project Application. The complete Project description, scope of work, delivery schedule, estimate of cost by activity, anticipated amount and type of funds that willsupplement Measure Lfunds, and the anticipated timing for release of Measure L funds are specified in the application, which is attached as Exhibit "A," and incorporated herein by thisreference.

1.2. Change In Project Scope. A change in the Project scope as described in Exhibit "A" may not be implemented until it has been approved in writing by the Authority.

Changes in scope implemented prior to Authority approval will not be eligible for reimbursement and in no event will a change in scope result in the Authority reimbursing more than $2,549,000 (“Reimbursable Amount”).

1.3. Eligible Reimbursement Costs. Eligible reimbursement costs are the costs as specified in Exhibit "A" or as may be approved from time to time by the Authority pursuant to Section 1.2. In no event shall expenses incurred by Sponsor prior to the execution of this #1..
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3 Amended and Restated Measure L Cooperative Agreement: Briggsmore PID and PAED v2 Agreement be considered eligible reimbursement costs.

1.4. Invoices and Progress Reports. Starting one month after the execution of this Agreement, Sponsor will submit monthly progress reports and invoices for activities conducted over the prior unbilled month. These documents will include the following specified information:

1.4.1. Invoices. Sponsor will provide the Authority with one (1) copy of all invoices submitted to Sponsor by every contractor, subcontractor, consultant, or subconsultant performing work related to the Project, timecards reflecting hours invoiced for reimbursement by Sponsor's employees and staff, and invoices supporting direct expenses billed to project by Sponsor.

1.4.2. Progress Reports. The monthly progress reports will include a brief description of the status of the Project including the work completed to date. This summary may be included on the invoices submitted to the Authority or be attached to those invoices.

1.5. Use of Funds. Sponsor will use existing Measure L funds consistent with the Project scope of work described in Exhibit "A" or approved by the Authority pursuant to Section 1.2. Sponsor shall encumber the funds no later than the Project schedule as listed in Exhibit "A." Sponsor may submit extension requests which will be considered and evaluated by Authority.

1.6. Submittal of Documents. Sponsor will provide copies to the Authority of all executed contracts which relate to the Projectscope as described in Exhibit "A" or approved by the Authority pursuant to Section 1.2. Sponsor will retain records pertaining to the Project for a five (5) year period following completion of the Project.

1.7. Completion of Project. Sponsor will be responsible for the timely completion of the Project, including meeting any timely use of funds deadlines, if applicable, set forth in Exhibit "A" and provide management of consultant and contractor activities, including responsibility for schedule, budget and oversight of the services, consistent with the scope of work. Since Sponsor is responsible for the Project management and oversight, any and all costs which exceed the Reimbursable Amount, as set forth in Exhibit "A" shall be the sole responsibility of Sponsor. This provision shall apply in all instances, including situations where a change in scope has been approved by the Authority pursuant to Section

1.2. 1.7.1. Letter of PID and PA&ED Completion. Sponsor will submit to Authority a "Letter of PID and PA&ED Completion" which includes final costs of the PID and PE&AD Phases. This letter shall accompany the final invoice for payment from the Authority to Sponsor and will act as notice of account closing by Authority for the PID and PA&ED Phases of the Project.
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4 Amended and Restated Measure L Cooperative Agreement: Briggsmore PID and PAED v2

1.8. Cost Savings and Excess Costs.

1.8.1. Cost Savings. After payment of the final invoice by the Authority, any positive difference between the cost, as listed in Exhibit "A" or approved by the Authority pursuant to Section 1.2, and the total amount invoiced to the Authority shall be considered cost savings. One Hundred Percent (100%) of the cost savings will be re-credited to the Measure L program for re-programming by the Authority on other eligible projects.

1.8.2. Excess Costs. In the event the actual Project cost exceeds the estimate shown in Exhibit "A," this amount will be considered an excess cost. Sponsor is solely responsible for all costs over the amount identified in Section 1.2.

1.8.3. Reconciliation of Excess Costs. Excess project costs to complete a project are not eligible for reimbursement. The amount of Measure L funds as identified in Section

1.2 are the 'maximum' funds available for reimbursement to the Sponsor and will not be exceeded by the Sponsor without an approved amendment to this Agreement. The Sponsor shall request an amendment if needed for this purpose in writing to the Authority. Such amended Agreement shall be effective only if approved by the governing body of and signed· by the duly authorized representatives of both the Authority and the Sponsor.

1.9. Errors and Omissions. Sponsor shall diligently monitor and manage all aspects of the Project and shall aggressively pursue any and all remedies, including full restitution and damages from any consultant, contractor or sub-contractor and their insureds and sureties suspected of any acts, errors, or omissions committed during business activities that economically or legally damage the Project.

SECTION II
Covenants of
Authority

2.1. Reimbursement Payments. The Authority shall make reimbursement payments to Sponsor for eligible Project costs as specified in Exhibit "A". To receive monthly reimbursement payments for work completed on the Project, Sponsor shall comply with the following reimbursement procedures:

2.1.1. Deadline to Submit Reimbursement Requests. All invoices and progress reports shall be submitted to Authority on or before 5:00 p.m. on the tenth (10th) calendar day of the month in which the Sponsor requests reimbursement payments. Copies of invoices must be complete and legible, or the Reimbursement Request will be returned.

Reimbursement requests should be accompanied by a cover letter stating the time period #1..
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5 Amended and Restated Measure L Cooperative Agreement: Briggsmore PID and PAED v2 for which reimbursement is requested, name of the project, total amount requested and contact name and telephone number. Authority shall issue reimbursement payments to Sponsor on or before the last day of the month for all timely submittals. Invoices are deemed ineligible without the accompanying progress reports. The Authority reserves the right to stop reimbursement payments of invoices without progress reports.

2.1.2. Late Submittals. If Sponsor fails to submit documents to Authority as set forth in Section 2.1.1, above, then Authority may provide reimbursement payments for late submittals in the following calendar month.

2.1.3. Ineligible Costs. The Authority reserves the right to adjust current or future reimbursement payments to Sponsor if an invoice includes ineligible costs. Measure L funds will not be used to reimburse costs if funding sources, other than Measure L, have been secured, granted, committed or provided to fund that specific cost or element as such costs are deemed ineligible costs.

2.1.4. Reimbursement Amount. The amount of reimbursement payments to Sponsor shall not exceed the Reimbursable Amount of eligible expenditures submitted to the Authority as specified in Exhibit "A". All reimbursements will be made subject to available Measure L program cash-flow. Reimbursement of expenditures may be spread over three fiscal years consistent with the adopted Measure L Strategic Plan.

2.1.5. Suspension of Reimbursement. If the Authority determines that any costs in an invoice are not allowable, or the lack of supporting documentation or progress reports, the Authority shall return the invoice to Sponsor, with an invoice dispute notice outlining the reason forthe return and the proposed remedy, if one exists, which would make the invoice acceptable for payment. Sponsor may re-submit the invoice for payment after reviewing the invoice dispute notice and making any necessary corrections. Sponsor may also immediately submit a new invoice representing only the amounts which are not in dispute, while setting aside the disputed amounts for reviewin accordance with the provisions set forth in this Section 2.1.

2.1.5.1. Meeting. Once a dispute has occurred, the Authority shall arrange a meeting between the Authority and the Sponsor staff to discuss and attempt to resolve the dispute. If the invoice was received on or before 5:00 p.m. on the 10th day of the month, the meeting shall be held no later than the 20th day of the same month. If the invoice was received after this date and time, then the meeting shall be held no later than the 20th day of the following month.

2.1.5.2. Executive Committee. If an agreement cannot be reached at the meeting, then the Sponsor or the Authority shall have the option to take the dispute to the Authority's Executive Committee, with the understanding that by doing so the reimbursement for the disputed cost item(s) will be delayed until a resolution of the matter #1..
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6 Amended and Restated Measure L Cooperative Agreement: Briggsmore PID and PAED v2 isreached.

2.1.5.3. Authority's Board Decision. If the Sponsor or the Authority disagrees with the resolution by the ExecutiveCommittee then the dispute shall be submitted to the Authority's Board for resolution. If the Board determines that the disputed cost item(s) is ineligible, the Authority shall not provide reimbursement payment to the Sponsor for the disputed item(s). If the Board determines that the disputed cost item(s) is eligible, then the Authority shall provide reimbursement payment to the Sponsor for the disputed cost.

2.1.5.4. Reservation of Rights. By utilizing the above procedures, the Sponsor does not surrender any rights to pursue available legal remedies if the Sponsor disagrees with the Board decision.

2.1.5.5. Acceptance of Work Does Not Result In Waiver. Neither acceptance of the work nor issuance of reimbursement payments will result in a waiver of the right of the Authority to require fulfillment of all terms of this Agreement.

2.2. Right to Conduct Audit. The Authority shall have the right to conduct an audit of all Sponsors' records pertaining to the Project at any time during the course of the Project and uptoa five (5) year period after completion of the Project. For purposes of audit, the date of completion of the Agreement shall be the date of the Authority's payment of Sponsor's final billing (so noted on the invoice) under this Agreement. This audit provision shall extend to and/or be included in contracts with Sponsor's contractors.

2.3. Maximum Obligation. Authority's maximum obligation for all costs under this Agreement shall not exceed Two Million Five Hundred Forty-Nine Thousand Dollars ($2,549,000.00) unless such maximum obligation is increased by an amendment to this Agreement. The parties agree that Measure L funds shall not be used for reimbursement of expenses incurred by the Sponsor for the Project that are not covered by this Agreement.

SECTION III
Mutual
Covenants

3.1. This Agreement shall remain in effect until discharged or terminated as provided in Section 3.2 or Section 3.15.

3.2. Discharge. This Agreement shall be subject to discharge asfollows:

3.2.1. Termination by Mutual Consent. This Agreement may be terminated at any time only by mutual consent of the parties.
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7 Amended and Restated Measure L Cooperative Agreement: Briggsmore PID and PAED v2

3.2.2. Discharge Upon Completion of Project. Except as to any rights or obligations which survive discharge as specified in Section 3.14, this Agreement shall be discharged, and the parties shall have no further obligation to each other, upon completion of the Project and payment of the final invoice by the Authority.

3.3. Indemnity. It is mutually understood and agreed, relative to the reciprocal indemnification of Authority and Sponsor:

3.3.1. Sponsorshall fully defend, indemnify and hold harmless Authority, and any officer or employee of Authority, against any damage or liability occurring by reason of anything done or omitted to be done by Sponsor under the Agreement. It is also fully understood and agreed that, pursuant to Government Code Section 895.4, Sponsor shall fully defend, indemnify and hold the Authority harmless from any liability imposed for injury as defined by Government Code Section 810.8 occurring by reason of anything done or omitted to be done by Sponsor under this Agreement or in connection with any work, authority, or jurisdiction delegated to Sponsor under this Agreement.

3.3.2. Authority shall fully defend, indemnify and hold harmless Sponsor, and any officer or employee of Sponsor, against any damage or liability occurring by reason of anything done or omitted to be done by Authority under or in connection with any work, authority or jurisdiction delegated to Authority under the Agreement. It is also understood and agreed that, pursuant to Government Code Section 895.4, Authority shall fully defend, indemnify and hold the Sponsor harmless from any liability imposed for injury as defined by Government Code Section 810.8 occurring by reason of anything done or omitted to be done by Authority under this Agreement or in connection with any work, authority, or jurisdiction delegated to Authority under this Agreement.

3.4. Liability. As Authority is not the primary or responsible agency for carrying out the Project herein identified, the Authority is not liable for any loss, cost, liability, damage, claim, lien, action, cause of action, demand or expense which may arise as a result of the acts or omissions of Sponsor or its agents, contractors, consultants, engineers, or representatives. Nor shall the Authority be liable for any loss, cost, liability, damage, claim, lien, action, cause of action, demand or expense which may arise as a result of Authority's provision of funds which may be utilized in, but not limited to the acquisition of, the design, implementation, or construction of the Project herein described.

TO AUTHORITY: TO SPONSOR:
1111 “I” Street, Suite 308
Modesto, CA 95354
Attention: Executive Director
1010 Tenth Street, Suite 3100
Modesto, CA 95354
Attention: Joseph Lopez, City Manager
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8 Amended and Restated Measure L Cooperative Agreement: Briggsmore PID and PAED v2 Either party may change its address by giving notice of such change to the other party in the manner provided in this Section 3.5. All notices and other communications shall be deemed communicated as of actual receipt or after the second business day after deposit in the United States mail. '

3.6. Additional Acts and Documents. Each party agrees to do allsuch things and take all such actions, and to make, execute and deliver such other documents and instruments, asshall be reasonably requested to carry out the provisions, intent and purpose of the Agreement.

3.7. Amended and Restated Agreement. This Agreement amends, restates, supercedes and replaces in its entirety the 2020 Agreement.

3.8. Integration. This Agreement represents the entire Agreement of the parties with respect to the subject matter hereof. No representations, warranties, inducements or oral agreements have been made by any of the parties except as expressly set forth herein, or in other contemporaneous written agreements.

3.9. Amendment. This Agreement may not be changed, modified or rescinded except in writing, signed by all parties hereto, and any attempt at oral modification of this Agreement shall be void and of no effect.

3.9. Independent Agency. Sponsor and Authority render services under this Agreement each as an independent agency under the terms of this Agreement. None of the Sponsor's agents or employees shall be agents or employees of the Authority and none of the Authority's agents or employees shall be agents or employees of Sponsor.

3.10. Assignment. The Agreement may not be assigned, transferred, hypothecated, or pledged by any party without the express written consent of the other party.

3.11. Binding on Successors. This Agreement shall be binding upon the successor(s), assignee(s) or transferee(s) of the Authority or Sponsor, as the case may be.

This provision shall not be construed as an authorization to assign, transfer, hypothecate or pledge this Agreement other than as provided above.

3.12. Severability. Should any part of this Agreement be determined to be unenforceable, invalid, or beyond the authority of either party to enter into or 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.

3.13. Counterparts and Electronic Signatures. This Agreement may be executed in one or more counterparts and shall become effective when one or more counterparts have been signed by all of the parties; each counterpart shall be deemed an original but all #1..
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9 Amended and Restated Measure L Cooperative Agreement: Briggsmore PID and PAED v2 counterparts shall constitute a single document. Each party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

3.14. Survival. The following provisions in this Agreement shall survive discharge:

3.14.1. Sponsor. As to Sponsor, the following sections shall survive discharge: Section 1.5 (obligation to apply funds to Project), Section 1.6 (obligation to provide copies and retain records), Section 1.7 (obligation to continue to manage Project).

3.14.2. Authority. As to Authority, the following section shall survive discharge: Section 2.2 (right to conduct audit).

3.14.3. Both Parties. As to both parties, the following section shall survive discharge: Section 3.3. (mutual indemnities).

3.15. Limitation. All obligations of Authority under the terms of this Agreement are expressly contingent upon the Authority's continued authorization to collect and expend the sales tax proceeds provided by Measure L and the availability of Measure L funds from which reimbursement can be made. If for any reason the Authority's right or ability to collect or expend such sales tax proceeds is terminated or suspended in whole or part, or the amount of sales tax proceeds declines such that it materially affects the Authority's ability to fund the Project, the Authority shall promptly notify Sponsor, and the partiesshall consult on a course of action. If, after twenty-five (25) working days, a course of action is not agreed upon by the parties, this Agreement shall be deemed terminated by mutual or joint consent. Any future obligation to fund this Project or any other project or projects of Sponsor, not already specifically covered by separate Agreement, shall arise only upon execution of a new Agreement.

3.16. Attorneys' Fees. Should any litigation commence between the parties concerning the rights and duties of any party pursuant to, related to, or arising from, this Agreement, the prevailing party in such litigation shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as and for its attorneys' fees and costs of such litigation, or in a separate action brought for that purpose.

3.17. Time. Time is and shall be of the essence of this Agreement and each and all of its provisions in which performance is a factor.

3.18. Remedies Cumulative. No remedy or election of remedies provided for in this Agreement shall be deemed exclusive, but shall be cumulative with all other remedies at law or in equity. Each remedy shall be construed to give the fullest effect allowed bylaw. #1..
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10 Amended and Restated Measure L Cooperative Agreement: Briggsmore PID and PAED v2

3.19. Applicable Law. This Agreement shall be governed by, and construed and enforced in accordance with the laws of the State of California.

3.20. Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement. The captions do not in any way limit or amplify the provisions of this Agreement and shall not affect the construction or interpretation of any of its provisions.

3.21. No Continuing Waiver. The waiver by any party of any breach of any of the provisions of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of the same, or of any other provision of this Agreement.

3.22. No Rights in Third Patties. Nothing in this Agreement, express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any third party, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third party to any party to this Agreement, nor shall any provision of this Agreement give any third party any right ofsubrogation or action over or against any party to this Agreement.

3.23. Signator's Warranty. Each party warrants to each other that he or she is fully authorized and competent to enter into this Agreement in the capacity indicated by his or her signature and agrees to be bound by this Agreement as of the day and year first mentioned above upon the execution of this Agreement by each other party. ***Signatures contained on next page***
/ / /
/ / /
/ / /
/ / /
/ / /
/ / /
/ / /
/ / /
/ / /
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11 Amended and Restated Measure L Cooperative Agreement: Briggsmore PID and PAED v2 IN WITNESS WHEREOF, the undersigned parties have executed this Agreement on the day and year first written above.

CITY OF MODESTO
By:______________________________
Joseph Lopez
City Manager

STANISLAUS COUNCIL OF
GOVERNMENTS, acting as the LOCAL

TRANSPORTATION AUTHORITY
By:_______________________________
Javier Lopez
Chairperson
ATTEST:
_________________________________
City Clerk
ATTEST:

By:_______________________________
Rosa De León Park
Executive Director
APPROVED AS TO FORM:

By:______________________________
Jose Sanchez
City Attorney
APPROVED AS TO FORM:

By:_______________________________
Monica Streeter
General Counsel
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12 Amended and Restated Measure L Cooperative Agreement: Briggsmore PID and PAED v2

EXHIBIT A

PROJECT SCOPE, COST, SCHEDULE AND FUNDING PLAN
Project Name: BRIGGSMORE AT STATE ROUTE 99 (SR 99) INTERCHANGE

RECONSTRUCTION PROJECT CITY OF MODESTO
Project Contact: Toby Wells, City Engineer, City of Modesto

PROJECT SCOPE
Responsible Agency: City of Modesto
Project Limits:

Project Phase:

Project Initiation Document (PID) and
Project Approval and Environmental Document (PA&ED)
Project Phase Scope:

In coordination with Caltrans and StanCOG, the City of Modesto will perfo1m preliminary engineering studies and draft project report, perfo1m environmental studies and prepare draft environmental documents, circulate draft environmental documents and select preferred project alternative identification, prepare and approve project report and final environmental documents, obtain permits, agreements, and route adoptions.

Project Purpose:

The purpose of this project is to complete the project initiation document (PID) and project approval and environmental document (PA&ED) phases of the Briggsmore at State Route 99 (SR 99) Interchange Reconstruction Project City of Modesto. #1..
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13 Amended and Restated Measure L Cooperative Agreement: Briggsmore PID and PAED v2

PROJECT COST AND FUNDING PLAN
Fund Source Fund Amount
Measure L Regional Funds $2,549,000
• Project Initiation Document $100,000
• Project Approval and Environmental
Document
$2,449,000
RSTP Funds $5,113,482
TOTAL PID and PA&ED FUNDS $7,662,482

PROJECT SCHEDULE
Timely Use of Funds
Project Phase Start
* End Deadline (if applicable)
PID 07/01/2020 03/01/2029 N/A
PA&ED 07/01/2020 03/01/2029 N/A
*Start date from 2020 Agreement
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

June 5, 2023
Date: May 17, 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: Amended and Restated Measure L Regional Control Cooperative Agreement with Stanislaus Council of Governments for Standiford Avenue at State Route 99 Interchange Improvement Project
CONTACT: Toby Wells, City Engineer, [email protected], 209-571-5542 DESCRIPTION:

Consider approving the Amended and Restated Measure L Regional Control Project Cooperative Agreement with Stanislaus Council of Governments (StanCOG) for the Project Initiation Document (PID) and Project Approval and Environmental Document (PAED) Phases of the Standiford Avenue at State Route 99 Interchange Improvement Project, and forwarding to Council for approval. (Funding Source: Capital Facilities Fees (CFF) and Regional Measure L funds)
STRATEGIC PLAN ELEMENT:

This action for the Standiford Avenue at State Route 99 (SR99) Interchange Improvement Project is consistent with the Council’s 2020-2025 Strategic Plan Goal D, Ensure Safe, Efficient and Reliable Infrastructure. Specifically, this item supports the City’s goal to expand alternative modes of travel, improve transportation flow, and drive economic vitality.

BACKGROUND:

The Standiford Avenue at SR99 Interchange was constructed incrementally in response to changing demands and available funding over time. Now deficiencies are such that a complete overhaul is necessary to maintain flows into the future. As such, an analysis must be performed to understand the regional traffic impacts first and then look for ways to make improvements.

Staff anticipates that this could result in significant changes to local roadways, with the end result a net increase in safety and efficiency for movement of goods and services throughout the vicinity of Standiford and SR99.

The initial direction from Caltrans to staff is the SR99 overcrossing needs to be reconstructed to accommodate 8 lanes of traffic on the SR99 mainline. This work is complicated by the presence #2..
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Economic Development Committee, June 5, 2023
Amended Cooperative Agreement with StanCOG for Standiford Avenue at SR99 Interchange

Page 2 of 4 ends

of traffic signals at less than ideal spacing in the immediate vicinity of the interchange.

Interchange reconstruction and roadway realignment will be further frustrated by the presence of a major electrical substation and drainage facility in the northeast quadrant of the existing facility. This interchange also serves as a grade separated crossing of the Union Pacific Railroad and future expansion of the ACE Rail System.

On September 1, 2020, by Resolution No. 2020-340, Council approved amending the Capital Improvement Plan budget in the amount of $1,098,000 for Project Initiation Document and Project Approval and Environmental Document phases for the Standiford Avenue at SR99 Interchange Improvement Project.

On September 1, 2020, by Resolution No. 2020-339, Council approved a Measure L Cooperative Agreement with Stanislaus Council of Governments (StanCOG) funding up to $1,098,000 of Measure L funds for the Project Initiation Document and Project Approval and Environmental Document phases for the Standiford Avenue at SR99 Interchange Improvement Project.

On April 6, 2021, by Resolution No. 2021-127, Council approved Cooperative Agreement with Caltrans for Project Initiation Document and Project Approval Environmental Document Phases of the Standiford Avenue at SR99 Interchange Improvement Project.

On April 4, 2023, by Resolution No. 2023-128, Council approved a Design Services Agreement with WMH Corporation for the Standiford Avenue at State Route 99 Interchange Improvement Project in the amount of $6,450,665, plus $645,066 for additional services, if needed, for a total amount not to exceed $7,095,731.

DISCUSSION:

The purpose of this project is to reduce traffic congestion, improve regional and interregional traffic operation, and enhance safety on the SR99 highway and within the vicinity of the local transportation network of the Standiford Avenue at SR99 interchange through reconstruction.

The PID is a technical engineering report that documents the scope, cost, and schedule of a project. The PID is the product of the project scoping effort, becomes the record of the purposeand-need for the project, and it defines the approach that will be taken to meet or reduce transportation deficiencies. The PID is a record of the existing information, initial assumptions, identified risks, and constraints that generated the development of the project work plan. The PID is used to obtain approval for inclusion of a project into a programming document or to get conceptual approval by Caltrans as a project-funded-by-others.

Caltrans requires development of a PID prior to approval to begin the environmental project phase or PAED. The Project Approval and Environmental Document (PA&ED) phase develops #2..
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Economic Development Committee, June 5, 2023
Amended Cooperative Agreement with StanCOG for Standiford Avenue at SR99 Interchange

Page 3 of 4 ends

and establishes the State and Federal approvals necessary for the project to move to the final PS&E project phase. Approval of the PID, PAED, and Plans, Specifications and Estimate (PSE) phases are all milestone events that provide the basis for funding of subsequent phases concluding with the construction phase.

Current Schedule (approximate): Date:

Project Initiation Document September 2023
PAED (Mitigated Negative Declaration) October 2025
PAED (Environmental Impact Report and Statement) April 2026 The PS&E and final project construction schedule will be determined after completion of the PAED process.

StanCOG is the designated Regional Transportation Planning Agency, the designated Metropolitan Planning Organization, and the designated Council of Governments for Stanislaus County. StanCOG has designated the Standiford Avenue at SR99 Interchange as a priority project for delivery in Measure L’s first 10 years. As a Measure L regional funding priority, this project is designated to receive up to $1,098,000 of the regional project share of Measure L funds for this phase of the project. StanCOG will reimburse the City of Modesto for identified costs associated with development of this project. Per the StanCOG adopted 2022 Measure L Update, the project is allocated and additional $6,948,000 for the future PSE phase.

Staff recommends approval of the Amended and Restated Cooperative Agreement with StanCOG that provides for full funding of this phase of the project and updates the scheduled reimbursements consistent with the current project timeline.

FISCAL IMPACT:

This Project is included in the City’s Capital Facilities Fee (CFF) program. It is also included in the Measure L Strategic Plan managed by StanCOG. These initial phases of the project are supported by a combination of funding from both Measure L and CFF. The Project #101182 currently has $6,000,000 of CFF funds budgeted and $1,098,000 via Measure L Cooperative Agreement for the initial phase of work. The expenses for this project will be tracked in Oracle Project #101182 – Standiford SR-99 Interchange. The CFF program includes $16,936,923 for the Standiford/Beckwith Interchange at SR-99.
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Economic Development Committee, June 5, 2023
Amended Cooperative Agreement with StanCOG for Standiford Avenue at SR99 Interchange

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RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Motion approving the Amended and Restated Measure L Regional Control Cooperative Agreement with Stanislaus Council of Government for the Standiford Avenue at State Route 99 Interchange Improvement Project and forwarding to Council for approval.

Approved by:

Jessica Hill, Interim Director of CEDD
Joseph P. Lopez, City Manager
Attachments:

1. Amended and Restated Measure L Cooperative Agreement #2..
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1 FINAL Amended and Restated Measure L Cooperative Agreement: Standiford PID and PAED

AMENDED AND RESTATED

MEASURE L

REGIONAL CONTROL PROJECT COOPERATIVE AGREEMENT FOR

THE PROJECT INITIATION DOCUMENT (PID) AND PROJECT

APPROVAL AND ENVIRONMENTAL DOCUMENT (PA&ED) PHASES
OF THE STANDIFORD AT STATE ROUTE 99 (SR 99) INTERCHANGE

RECONSTRUCTION PROJECT CITY OF MODESTO
This Amended and Restated Cooperative Agreement ("Agreement") is made and entered into on June ____, 2023 by and between the CITY OF MODESTO ("Sponsor") and the STANISLAUS COUNCIL OF GOVERNMENTS, acting as the Local Transportation Authority ("Authority").

RECITALS
A. WHEREAS, Authority and Sponsor entered into a Cooperative Agreement, dated September 1, 2020 (“2020 Agreement”), for funding of the Project Initiation Document (PID) and Project Approval and Environmental Document (PA&ED) and for associated support services described in Exhibit "A", attached hereto and incorporated herein, pursuant to the authority provided by Measure "L" Local Roads First Transportation Funding Measure Ordinance and Expenditure Plan ("Measure L"), which was approved by the voters of Stanislaus County on November 8, 2016; and
B. WHEREAS, Sponsor desires to receive funding from the Authority for the PID arid PA&ED Phases of the transportation improvement project entitled "Standiford at State Route 99 (SR 99) Interchange Reconstruction Project", the PID and PA&ED phases of which are described in Exhibit "A", and are referred to respectively herein as the "PID" and "PA&ED" phases and collectively the "Project"; and
C. WHEREAS, the Project is an eligible project of the Regional Control category of Measure L; and
D. WHEREAS, the Project is identified in the 2022 Measure L Strategic Plan Update; and
E. WHEREAS, the Authority is authorized to issue Measure L funds to the Sponsor; and
F. WHEREAS, Authority shall issue Measure L reimbursement payments as provided in Section 2.1 to the Sponsor pursuant to a request for reimbursement submitted by #2..
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2 FINAL Amended and Restated Measure L Cooperative Agreement: Standiford PID and PAED the Sponsor; however, the Sponsor understands that in no event shall reimbursement payments for eligible expenses under this Agreement, when aggregated with the previously approved reimbursement requests, exceed the amount identified in Section 2.1.; and G. WHEREAS, any cost savings which result in less than Reimbursable Amount, defined below, being spent on the Project will be retained by the Authority and may be reprogrammed for other Measure L eligible projects; and H. WHEREAS, the Sponsor agrees to abide by the terms and conditions of the Authority as set forth herein for the receipt of Measure L funds; and I. WHEREAS, Authority agrees to provide funding for the transportation improvements of the Sponsor's Project according to the terms and conditions set forth herein; and
J. WHEREAS, the Authority and Sponsor desire to amend and restate the 2020 Agreement to extend the timeline for Project completion.

K. WHEREAS, the Parties desire that this Agreement, as set forth in Section 3.7, will amend, restate, supersede and replace in its entirety the 2020 Agreement.

NOW, THEREFORE, in consideration of the mutual promises and undertakings herein made and the mutual benefits to be derived therefrom, the parties hereto represent, covenant and agree as follows:

AGREEMENT

SECTION I
Covenants of Sponsor

1.1. Project Application. The complete Project description, scope of work, delivery schedule, estimate of cost by activity, anticipated amount and type of funds that will supplement Measure L funds, and the anticipated timing for release of Measure L funds are specified in the application, which is attached as Exhibit "A," and incorporated herein by this reference.

1.2. Change In Project Scope. A change in the Project scope as described in Exhibit "A" may not be implemented until it has been approved in writing by the Authority. Changes in scope implemented prior to Authority approval will not be eligible for reimbursement and in no event will a change in scope result in the Authority reimbursing more than $1,098,000 (“Reimbursable Amount”).
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3 FINAL Amended and Restated Measure L Cooperative Agreement: Standiford PID and PAED

1.3. Eligible Reimbursement Costs. Eligible reimbursement costs are the costs as specified in Exhibit "A" or as may be approved from time to time by the Authority pursuant to Section 1.2. In no event shall expenses incurred by Sponsor prior to the execution of this Agreement be considered eligible reimbursement costs.

1.4. Invoices and Progress Repmts. Starting one month after the execution of this Agreement, Sponsor will submit monthly progress reports and invoices for activities conducted over the prior unbilled month. These documents will include the following specified information:

1.6. Submittal of Documents. Sponsor will provide copies to the Authority of all executed contracts which relate to the Project scope as described in Exhibit "A" or approved by the Authority pursuant to Section 1.2. Sponsor will retain records pertaining to the Project for a five (5) year period following completion of the Project.

1.7.1. Letter of PID and PA&ED Completion. Sponsor will submit to Authority a "Letter of PID and PA&ED Completion" which includes final costs of the PID #2..
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4 FINAL Amended and Restated Measure L Cooperative Agreement: Standiford PID and PAED and PA&ED Phases. This letter shall accompany the final invoice for payment from the Authority to Sponsor and will act as notice of account closing by Authority for the PID and PA&ED Phases of the Project.

1.8. Cost Savings and Excess Costs.

1.8.3. Reconciliation of Excess Costs. Excess project costs to complete a project are not eligible for reimbursement. The amount of Measure L funds as identified in Section

1.2 are the 'maximum' funds available for reimbursement to the Sponsor and will not be exceeded by the Sponsor without an approved amendment to this Agreement. The Sponsor shall request an amendment if needed for this purpose in writing to the Authority. Such amended Agreement shall be effective only if approved by the governing body of and signed by the duly authorized representatives of both the Authority and the Sponsor.

SECTION II
Covenants of Authority

2.1.1. Deadline to Submit Reimbursement Requests. All invoices and progress repmts shall be submitted to Authority on or before 5:00 p.m. on the tenth (10th) calendar day of the month in which the Sponsor requests reimbursement payments. Copies of invoices must be complete and legible, or the Reimbursement Request will be returned. #2..
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5 FINAL Amended and Restated Measure L Cooperative Agreement: Standiford PID and PAED Reimbursement requests should be accompanied by a cover letter stating the time period for which reimbursement is requested, name of the project, total amount requested and contact name and telephone number. Authority shall issue reimbursement payments to Sponsor on or before the last day of the month for all timely submittals. Invoices are deemed ineligible without the accompanying progress reports. The Authority reserves the right to stop reimbursement payments of invoices without progress reports.

2.1.5. Suspension of Reimbursement. If the Authority determines that any costs in an invoice are not allowable, or the lack of supporting documentation or progress reports, the Authority shall return the invoice to Sponsor, with an invoice dispute notice outlining the reason for the return and the proposed remedy, if one exists, which would make the invoice acceptable for payment. Sponsor may re-submit the invoice for payment after reviewing the invoice dispute notice and making any necessary corrections. Sponsor may also immediately submit a new invoice representing only the amounts which are not in dispute, while setting aside the disputed amounts for review in accordance with the provisions set forth in this Section 2.1.

2.1.5.1. Meeting. Once a dispute has occorred, the Authority shall arrange a meeting between the Authority and the Sponsor staff to discuss and attempt to resolve the dispute. If the invoice was received on or before 5:00 p.m. on the 10th day of the month, the meeting shall be held no later than the 20th day of the same month. If the invoice was received after this date and time, then the meeting shall be held no later than the 20th day of the following month.

2.1.5.2. Executive Committee. If an agreement cannot be reached at the meeting, then the Sponsor or the Authority shall have the option to take the dispute to the #2..
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6 FINAL Amended and Restated Measure L Cooperative Agreement: Standiford PID and PAED Authority's Executive Committee, with the understanding that by doing so the reimbursement for the disputed cost item(s) will be delayed until a resolution of the matter is reached.

2.1.5.3. Authority's Board Decision. If the Sponsor or the Authority disagrees with the resolution by the Executive Committee then the dispute shall be submitted to the Authority's Board for resolution. If the Board determines that the disputed cost item(s) is ineligible, the Authority shall not provide reimbursement payment to the Sponsor for the disputed item(s). If the Board determines that the disputed cost item(s) is eligible, then the Authority shall provide reimbursement payment to the Sponsor for the disputed cost.

2.1.5.4. Reservation of Rights. By utilizing the above procedures, the Sponsor does not surrender any rights to pursue available legal remedies if the Sponsor disagrees with the Board decision.

2.2. Right to Conduct Audit. The Authority shall have the right to conduct an audit of all Sponsors' records pertaining to the Project at any time during the course of the Project and up to a five (5) year period after completion of the Project. For purposes of audit, the date of completion of the Agreement shall be the date of the Authority's payment of Sponsor's final billing (so noted on the invoice) under this Agreement. This audit provision shall extend to and/or be included in contracts with Sponsor's contractors.

2.3. Maximum Obligation. Authority's maximum obligation for all costs under this Agreement shall not exceed One Million Ninety-Eight Thousand Dollars ($1,098,000.00), unless such maximum obligation is increased by an amendment to this Agreement. The parties agree that Measure L funds shall not be used for reimbursement of expenses incurred by the Sponsor for the Project that are not covered by this Agreement.

SECTION III
Mutual Covenants

3.1. This Agreement shall remain in effect until discharged or terminated as provided in Section 3.2 or Section 3.15.

3.2. Discharge. This Agreement shall be subject to discharge as follows:

3.2.1.Termination by Mutual Consent. This Agreement may be terminated at any time only by mutual consent of the parties.
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7 FINAL Amended and Restated Measure L Cooperative Agreement: Standiford PID and PAED

3.2.2.Discharge Upon Completion of Project. Except as to any rights or obligations which survive discharge as specified in Section 3.15, this Agreement shall be discharged, and the parties shall have no further obligation to each other, upon completion of the Project and payment of the final invoice by the Authority.

3.3. Indemnity. It is mutually understood and agreed, relative to the reciprocal indemnification of Authority and Sponsor:

3.3.1. Sponsor shall fully defend, indemnify and hold harmless Authority, and any officer or employee of Authority, against any damage or liability occurring by reason of anything done or omitted to be done by Sponsor under the Agreement. It is also fully understood and agreed that, pursuant to Government Code Section 895.4, Sponsor shall fully defend, indemnify and hold the Authority harmless from any liability imposed for injury as defined by Government Code Section 810.8 occurring by reason of anything done or omitted to be done by Sponsor under this Agreement or in connection with any work, authority, or jurisdiction delegated to Sponsor under this Agreement.

Nor shall the Authority be liable for any loss, cost, liability, damage, claim, lien, action, cause of action, demand or expense which may arise as a result of Authority's provision of funds which may be utilized in, but not limited to the acquisition of, the design, implementation, or construction of the Project herein described.

3.5. Notices. Any notice which may be required under this Agreement shall be in writing and shall be given by personal service, or by certified or registered mail, return receipt requested, to the addresses set forth below:
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8 FINAL Amended and Restated Measure L Cooperative Agreement: Standiford PID and PAED TO AUTHORITY:
1111 "I" Street, Suite 308
Modesto, CA 95354
Attention: Executive Director

TO SPONSOR
P.O. Box 642
Modesto, CA 95353
Attention: Joseph Lopez, City Manager
Either party may change its address by giving notice of such change to the other party in the manner provided in this Section 3.5. All notices and other communications shall be deemed communicated as of actual receipt or after the second business day after deposit in the United States mail.

3.6. Additional Acts and Documents. Each party agrees to do all such things and take all such actions, and to make, execute and deliver such other documents and instruments, as shall be reasonably requested to carry out the provisions, intent and purpose of the Agreement.

3.7. Amended and Restated Agreement. This Agreement amends, restates, supersedes and replaces in its entirety the 2020 Agreement.

3.10. Independent Agency. Sponsor and Authority renders services under this Agreement each as an independent agency under the terms of this Agreement. None of the Sponsor's agents or employees shall be agents or employees of the Authority and none of the Authority's agents or employees shall be agents or employees of Sponsor.

3.11. Assignment. The Agreement may not be assigned, transferred, hypothecated, or pledged by any party without the express written consent of the other party.

3.12. Binding on Successors. This Agreement shall be binding upon the successor(s), assignee(s) or transferee(s) of the Authority or Sponsor, as the case may be. This provision shall not be construed as an authorization to assign, transfer, hypothecate or pledge this Agreement other than as provided above.

3.13. Severability. Should any part of this Agreement be determined to be unenforceable, invalid, or beyond the authority of either party to enter into or carry out, such #2..
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9 FINAL Amended and Restated Measure L Cooperative Agreement: Standiford PID and PAED 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 pmtion, be reasonably inte1preted to give effect to the intentions of the parties.

3.14. Counterparts. This Agreement may be executed in one or more counterparts and shall become effective when one or more counterparts have been signed by all of the parties; each counterpart shall be deemed an original but all counterparts shall constitute a single document.

3.15. Survival. The following provisions in this Agreement shall survive discharge:

3.15.1.Sponsor. As to Sponsor, the following sections shall survive discharge: Section 1.5 (obligation to apply funds to Project), Section 1.6 (obligation to provide copies and retain records), Section 1.7 (obligation to continue to manage Project).

3.15.2. Authority. As to Authority, the following section shall survive discharge: Section 2.2 (right to conduct audit).

3.15.3.Both Parties. As to both parties, the following section shall survive discharge: Section 3.3. (mutual indemnities).

3.16. Limitation. All obligations of Authority under the terms of this Agreement are expressly contingent upon the Authority's continued authorization to collect and expend the sales tax proceeds provided by Measure L and the availability of Measure L funds from which reimbursement can be made. If for any reason the Authority's right or ability to collect or expend such sales tax proceeds is terminated or suspended in whole or part, or the amount of sales tax proceeds declines such that it materially affects the Authority's ability to fund the Project, the Authority shall promptly notify Sponsor, and the parties shall consult on a course of action. If, after twenty-five (25) working days, a course of action is not agreed upon by the parties, this Agreement shall be deemed terminated by mutual or joint consent. Any future obligation to fund this Project or any other project or projects of Sponsor, not already specifically covered by separate Agreement, shall arise only upon execution of a new Agreement.

3.17. Attorneys' Fees. Should any litigation commence between the parties concerning the rights and duties of any party pursuant to, related to, or arising from, this Agreement, the prevailing party in such litigation shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as and for its attorneys' fees and costs of such litigation, or in a separate action brought for that purpose.

3.18. Time. Time is and shall be of the essence of this Agreement and each and all of its provisions in which performance is a factor.
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10 FINAL Amended and Restated Measure L Cooperative Agreement: Standiford PID and PAED

3.19. Remedies Cumulative. No remedy or election of remedies provided for in this Agreement shall be deemed exclusive, but shall be cumulative with all other remedies at law or in equity. Each remedy shall be construed to give the fullest effect allowed by law.

3.20. Applicable Law. This Agreement shall be governed by, and construed and enforced in accordance with the laws of the State of California.

3.21. Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement. The captions do not in any way limit or amplify the provisions of this Agreement and shall not affect the construction or interpretation of any of its provisions.

3.22. No Continuing Waiver. The waiver by any party of any breach of any of the provisions of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of the same, or of any other provision of this Agreement.

3.23. No Rights in Third Parties. Nothing in this Agreement, express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any third party, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third party to any party to this Agreement, nor shall any provision of this Agreement give any third party any right of subrogation or action over or against any party to this Agreement.

3.24. Signator's Wananty. Each party warrants to each other that he or she is fully authorized and competent to enter into·this Agreement in the capacity indicated by his or her signature and agrees to be bound by this Agreement as of the day and year first mentioned above upon the execution of this Agreement by each other party. *** Signatures contained on next page ***
/ / /
/ / /
/ / /
/ / /
/ / /
/ / /
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11 FINAL Amended and Restated Measure L Cooperative Agreement: Standiford PID and PAED IN WITNESS WHEREOF, the undersigned parties have executed this Agreement on the day and year first written above.

CITY OF MODESTO
By:______________________________
Joseph Lopez
City Manager

STANISLAUS COUNCIL OF
GOVERNMENTS, acting as the LOCAL

TRANSPORTATION AUTHORITY
By:_______________________________
Javier Lopez
Chairperson
ATTEST:
_________________________________
Diane Nayares-Perez
City Clerk
ATTEST:

By:_______________________________
Rosa De León Park
Executive Director
APPROVED AS TO FORM:

By:______________________________
Jose M. Sanchez
City Attorney
APPROVED AS TO FORM:

By:_______________________________
Monica Streeter
General Counsel
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12 FINAL Amended and Restated Measure L Cooperative Agreement: Standiford PID and PAED

EXHIBIT A

PROJECT SCOPE, COST, SCHEDULE AND FUNDING PLAN
Project Name: STANDIFORD AT STATE ROUTE 99 (SR 99) INTERCHANGE

RECONSTRUCTION PROJECT CITY OF MODESTO
Project Contact: Toby Wells, City Engineer, City of Modesto

PROJECT SCOPE
Responsible Agency: City of Modesto
Project Limits:

Project Phase:

Project Initiation Document (PID) and
Project Approval and Environmental Document (PA&ED)
Project Phase Scope:

In coordination with Caltrans and StanCOG, the City of Modesto will perform preliminary engineering studies and draft project report, perform environmental studies and prepare draft environmental documents, circulate draft environmental documents and select preferred project alternative, prepare and approve project report and final environmental documents, obtain permits, and agreements.

Project Purpose:

The purpose of this project is to complete the project initiation document (PID) and project approval and environmental document (PA&ED) phases of the Standiford at State Route 99 (SR 99) Interchange Reconstruction Project City of Modesto. #2..
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13 FINAL Amended and Restated Measure L Cooperative Agreement: Standiford PID and PAED

PROJECT COST AND FUNDING PLAN
Fund Source Fund Amount
Measure L Regional Funds $1,098,000
• Project Initiation Document $100,000
• Project Approval and Environmental
Document $998,000
City CFF Funds $6,000,000
TOTAL PID and PA&ED FUNDS $7,098,000

PROJECT SCHEDULE
Project Phase Start* End
Timely Use of Funds
Deadline (if applicable)
PID 07/01/2020 12/31/2026 N/A
PA&ED 07/01/2020 12/31/2026 N/A
*Start date from 2020 Agreement
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Measure L Cooperative Agreement Form Page 1
Measure L Project Cooperative Agreement Form
NOTE: The purpose of this form is to assist StanCOG and the Local Agency with the development of a cooperative agreement or coop. amendment for a Measure L Regional, Community Connections, or Rail Services project.

Once the form is sufficiently filled out by Local Agency staff, an initial draft coop. or coop. amendment can be produced by StanCOG based on the cooperative agreement template approved by the StanCOG board. The initial draft coop. or coop. amendment will be submitted to the Local Agency for review and circulated for review within StanCOG before being submitted to the respective policy bodies for adoption.

Local Agency Information
Local Agency Name City of Modesto
Contact Name Toby Wells Job Title City Engineer
Street Address 1010 Tenth Street
City Modesto State CA ZIP Code 95353
Office Phone ( 209 ) 571-5542 Email Address [email protected] Who will sign\approve this Agreement for Local Agency?
Name Joseph P Lopez Title City Manager
Who will witness or attest on behalf of the Local Agency? Name Diane Nayares-Perez Title City Clerk
Attorney for Local Agency?
Name Jose M. Sanchez
Title Acting City Attorney
Is there more than one Local Agency involved? Yes  No  Name of other Local Agency N/A
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Measure L Cooperative Agreement Form Page 2
Project Information
Project Name Standiford@SR99 Interchange Reconstruction Project Measure L Project Category: (circle one) Regional \ Community Connections \ Rail Services Previous cooperative agreements with StanCOG for this PROJECT None Coop No.: Sept. 1,2020
Coop No.:

Coop No.:

Phase:PID & PAED
Phase:

Phase:

Deliverables completed to date: Completed by (CALTRANS or Local Agency)? (Check all that apply)
 Project Initiation Document None
 Project Report
 Environmental Document
 Plans, Specifications and Estimate
 Right of Way Certification
Is this a request to amend a prior agreement or a request for a new agreement? New Agreement X Amendment to a Previous Agreement Coop No. Sept 1, 2020 Agr FILL OUT PAGES 1 and 2 ONLY FOR AMENDMENTS
What aspect(s) of the prior agreement needs to be amended and why? Request for time extension from original agreement. New completion date is 12/31/2026.

New Cooperative Agreement (select all phases that apply below) PID
PA&ED
 PS&E
 R/W Capital
 R/W Support
 Construction
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Measure L Cooperative Agreement Form Page 3

FILL OUT ALL SIX PAGES FOR NEW AGREEMENTS
Agreement Information
Project description: Even if this agreement is only for one phase of work, please describe the project that is proposed to be built.

City proposes to reconstruct the Standiford/Beckwith over crossing of State Route 99 and the Union Pacific Rail Road. This will include an analysis of the area traffic within a 1 mile radius of the existing interchange.

Estimated Term of Cooperative Agreement:

Begin Date July 1 2020
End Date December 31, 2026
Scheduling
Describe any special schedule conditions or restraints that need to be documented:

None
Identification of Funding Commitments
The parties responsible for fully funding all commitments under this agreement. (If more than one Sponsor, indicate the percent distribution. The total sum must equal 100%).

X StanCOG \ Measure L %
X City CFF %
% Please name “other” funding agencies:_____
Maintenance
Describe the maintenance arrangement required as a result of the project.

The Local Agency will assume full responsibility for maintenance ....................................  The Local Agency will amend an existing maintenance agreement with a Partner Agency .  An existing maintenance agreement exists and will NOT require amendment… .................  The Local Agency will execute a new maintenance agreement with a Partner Agency .......  Caltrans will assume full responsibility for maintenance after work is complete… .............  #2..
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Measure L Cooperative Agreement Form Page 4
Scope Summary / Delegation of Activities
What work is being done in this cooperative agreement, and Who is doing it? If any of the activities below are shared, check all the appropriate parties and define the arrangement in the section on the next page.

Project Delivery Workplan Standards
Activity Description
Who is doing the work?
Caltrans Local
Agency
Environmental (PA&ED)

PERFORM PRELIMINARY ENGINEERING STUDIES

AND DRAFT PROJECT REPORT
X

PERFORM ENVIRONMENTAL STUDIES AND

PREPARE DRAFT ENVIRONMENTAL DOCUMENT
X

CIRCULATE DRAFT ENVIRONMENTAL

DOCUMENT AND SELECT PREFERRED PROJECT

ALTERNATIVE IDENTIFICATION
X

PREPARE AND APPROVE PROJECT REPORT AND

FINAL ENVIRONMENTAL DOCUMENT
X

OBTAIN PERMITS, AGREEMENTS, AND ROUTE

ADOPTIONS
X
Design (PS&E)

PREPARE BASE MAPS AND PLAN SHEETS

STRUCTURES GENERAL PLANS AND

PRELIMINARY DESIGN DATA

PREPARE DRAFT PS&E

MITIGATE ENVIRONMENTAL IMPACTS AND

CLEAN UP HAZARDOUS WASTE

DRAFT STRUCTURES PS&E

PREPARE FINAL STRUCTURES PS&E PACKAGE

CIRCULATE, REVIEW AND PREPARE FINAL

DISTRICT PS&E PACKAGE

CONTRACT BID DOCUMENTS READY TO LIST
Right of Way (R/W)

RIGHT OF WAY PROPERTY MANAGEMENT AND

EXCESS LAND

UTILITY RELOCATION

PERFORM RIGHT OF WAY ENGINEERING

OBTAIN RIGHT OF WAY INTERESTS FOR
PROJECT RIGHT OF WAY CERTIFICATION*
POST RIGHT OF WAY CERTIFICATION WORK*

PERFORM FINAL RIGHT OF WAY ENGINEERING

ACTIVITIES
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Measure L Cooperative Agreement Form Page 5
WBS
Code
Project Delivery Workplan Standards
Activity Description
Who is doing the work?
Caltrans Local
Agency
Construction

3.265 AWARDED AND APPROVED CONSTRUCTION

CONTRACT

5.270 CONSTRUCTION ENGINEERING AND GENERAL
CONTRACT ADMINISTRATION**

5.285 CONTRACT CHANGE ORDER ADMINISTRATION

5.290 RESOLVE CONTRACT CLAIMS

5.295 ACCEPT CONTRACT, PREPARE FINAL

CONSTRUCTION ESTIMATE AND FINAL REPORT
Identify and described any activities that will be shared:

None
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Measure L Cooperative Agreement Form Page 6
Funding Information (Note: A spreadsheet format is available for the table below.) Fund Type Fund
Source

PID PA&ED PS&E R/W
Capital
R/W
Support
CON
Capital
CON
Support
Total
match:_(type)_
Measure L –
Regional
Regional $100k $998,000 $1,098,000
Measure L –
Community
Connections
Regional
Measure L –
Rail Services
Regional
Measure L –
Local Roads
Regional
City CFF Local $3,000,000
6,000,000
$3,000,000
$6,000,000
STIP/RIP State
STIP/IIP State
SHOPP State
Minor A Funds State
Minor B Funds State
SB-1 Active
Transportation
State
SB-1 Local
Streets & Roads
State
SB-1 Local
Partnership
State
SB-1 Congested
Corridors
State
SB-1 Trade
Corridors
Federal
RSTP Federal
CMAQ Federal
DEMO-HPP Federal
Other:

Other:

Total $100k $6,998,000 $7,098,000
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

June 5, 2023
Date: May 10, 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: Consultant Services Agreement for Environmental Planning Services CONTACT: Peter Ibrahim, Infrastructure Financing Program Supervisor [email protected], 209-577-5211
DESCRIPTION:

Consider approving the Consultant Services Agreement with De Novo Planning Group for Environmental Planning Services, for a total amount not to exceed $900,000 over three years and forwarding to Council for approval. (Funding Source: Developer Fees) STRATEGIC PLAN ELEMENT:

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

Provide Safe, Efficient, and Reliable Infrastructure through proactive community investment, maintenance and sustainability efforts.

BACKGROUND:

Since 2022, the Planning Division experienced significant staff turnover, and is having to deal with ongoing vacancies for critical planning positions. To prevent interruptions in development services provided to the public, and to ensure the continuity of uninterrupted planning support that includes, but is not limited to, the preparation of National Environmental Policy Act (NEPA) required reports, California Environmental Quality Act (CEQA) required reports associated with proposed development projects, environmental impact reports (EIRs), mitigated negative declarations (MNDs), negative declarations (NDs), hazard mitigation, climate action plans and associated technical studies.

DISCUSSION:

The Planning Division continues to be impacted by unanticipated staffing shortages as the recruitment process continues for several positions. To continue providing uninterrupted environmental planning services, the Community and Economic Development Department has #3..
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Economic Development Committee, June 5, 2023
Consultant Services Agreement for Environmental Planning Services

Page 2 of 3 ends

determined the most efficient way to achieve this assistance is to contract with private firms to assist with environmental planning services.

Through an informal Request for Qualifications (RFQ) process, staff received two Statement of Qualifications (SOQ) for consideration.

In order to ensure a thorough process to retain qualified firms , staff followed the general principles as described in Administrative Directive 3.1 by informally advertising the Request for Qualifications (RFQ).

City staff from the Community and Economic Development Department rated each of the RFQs based on the firm’s specific experience, qualifications, references, familiarity with the services and pricing. The following firm was deemed qualified to perform environmental planning services:
 De Novo Planning Group El Dorado Hills, CA
Having a contract with the De Novo Planning Group for Environmental Planning Services eliminates the need to send out repetitive Request for Proposals (RFPs) for projects or services of similar size as well as reducing staff time and project costs. All City departments can utilize the services of De Novo Planning Group for future projects of a similar nature. The City reserves the right to request proposals, negotiate a scope of work and contract from consultants other than De Novo Planning Group in the future.

In accordance with Modesto Municipal Code 8-3.204(a), “Exceptions to Formal Bidding Requirements,” agreements for professional services are exempt from the bidding requirements of Modesto Municipal Code 8-3.203. The approval for environmental planning services to De Novo Planning Group conforms to Modesto Municipal Code 8-3.204, subsection (a) as they are providing professional services for on-call consultant support services, including the review of environmental and planning documents.

FISCAL IMPACT:

The cost for environmental planning services will be based upon time required for each specific project and scope of work. The consultant will be paid by the City based on their contract hourly rate. The Consultant Services Agreement will be limited to $300,000 annually, with a total not to exceed amount of $900,000. There is no impact to the General Fund, as this agreement will be funded via developer fees.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion approving the Consultant Services Agreement with De Novo Planning Group, for a total annual estimated amount of $300,000, and a total amount not to exceed $900,000 over three years for Environmental Planning Services and forwarding to Council for approval. #3..
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Economic Development Committee, June 5, 2023
Consultant Services Agreement for Environmental Planning Services

Page 3 of 3 ends

Approved by:

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

1. Agreement with De Novo Planning Group

2. Exhibit A (De Novo Planning Group SOQ)
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De Novo Planning Group A-1 City of Modesto
Consultant Services Agreement for Environmental Planning Services

CONSULTANT SERVICES AGREEMENT

FOR ENVIRONMENTAL PLANNING SERVICES
THIS AGREEMENT, made and entered into in the City of Modesto, State of California, this ________, (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "City", and DE NOVO PLANNING GROUP, a California corporation, hereinafter referred to as "Consultant".

This Agreement is made with regard to the following recitals:

A. City has determined that Environmental Consultant Services should be performed for the City.

B. Consultant represents that it is qualified, willing and able to provide the requested services.

C. This Agreement is for City requested on-call services only; City will assign projects to the Consultant the City feels is best suited for the project. No promise of work is guaranteed or assumed by the making of this Agreement.

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

1. SCOPE OF SERVICES.

Services to be provided by Consultant under this Agreement shall generally fall under, but are not limited to, one or more of the categories as set forth and described in the documents attached hereto and referred to as Exhibit “A” and made a part hereof. The Consultant shall perform the services as described in Exhibit “A” in a manner compatible with the standards of its profession, and shall produce a fully complete project that is acceptable to City. #3..
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De Novo Planning Group A-2 City of Modesto
Consultant Services Agreement for Environmental Planning Services

2. TERM OF AGREEMENT
a. The City and Consultant hereto agree and enter into this Agreement for a term of three (3) years commencing on the Effective Date. b. In the event Consultant is not in default of any material covenants required by it to be performed under this Agreement, the City shall have the right and option to extend the term of this Agreement for a period of three (3) years on the same terms and conditions, except as otherwise set forth herein. City shall notify Consultant in writing of the exercise of said right not later than thirty (30) days prior to the expiration of the initial three (3) year term set forth in Paragraph 2(a).
c. Following the one (1) year term extension set forth in Paragraph 2(b), and if the Consultant is not in default of any material covenants required by it to be performed under this Agreement, the City shall have the right and option to extend this Agreement for a second period of one (1) year on the same terms and conditions, except as otherwise provided herein. City shall notify Consultant in writing of the exercise of said right not later than thirty (30) days prior to the expiration of the one (1) year term extension set forth in Paragraph 2(b).

3. COMPENSATION.

Consultant agrees to accept payment based on Exhibit “A” on a time and materials basis as full remuneration for performing all services and furnishing all staffing and materials called for in Exhibit "A" and for performance by Consultant of all of its duties and obligations under this Agreement.

The Compensation shall be paid pursuant in the manner and at the times set forth below:
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De Novo Planning Group A-3 City of Modesto
Consultant Services Agreement for Environmental Planning Services City shall pay Consultant for work performed as outlined in Exhibit “A” and based upon the schedule of hourly rates set forth in Exhibit “A” not to exceed $900,000; Unless otherwise approved by City, the hourly rates shown in Exhibit “A” shall remain in effect for the entire term of this Agreement, including all extensions.

Consultant shall submit monthly invoices to City which include a detailed running balance, description of completed tasks, hours worked, and billable rates for all work completed, and detailed receipts for any out-of-pocket costs paid by Consultant in connection with work performed on a Project.

4. OBLIGATIONS OF CONSULTANT.

Throughout the term of this Agreement, Consultant shall possess, or secure all licenses, permits, qualifications and approvals legally required to conduct business. Consultant warrants that it has all of the necessary professional capabilities and experience, as well as all tools, instrumentalities, facilities and other resources necessary to provide the City with the services contemplated by this Agreement. Consultant further warrants that it will follow the best current, generally accepted and professional practices to make findings, render opinions, prepare factual presentations, and provide professional advice and recommendations regarding this project.

5. PERFORMANCE BY KEY EMPLOYEE.

Consultant has represented to City that Beverly Choi, Community Planning Program Manager, will be the person primarily responsible for the performance of the services referred to in this Agreement. City has entered into this Agreement in reliance on that representation by Consultant. Consultant therefore agrees that ____ percent (__%) or more of the time to be devoted to the project that is the subject of this Agreement will be that of the abovenamed person. #3..
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De Novo Planning Group A-4 City of Modesto
Consultant Services Agreement for Environmental Planning Services

6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

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

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

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

7. NEWS AND INFORMATION RELEASE.

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

8. FINANCIAL INTEREST OF CONSULTANT.
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De Novo Planning Group A-5 City of Modesto
Consultant Services Agreement for Environmental Planning Services Consultant warrants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. Consultant warrants that, in performance of this Agreement, Consultant shall not employ any person having any such interest.

Consultant agrees to file a Statement of Economic Interests with the City Clerk at the start and end of this Agreement if so required at the option of City.

9. AMENDMENTS.

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

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

10. INDEPENDENT CONTRACTOR.

All acts of Consultant, its agents, officers, and employees and all others acting on behalf of Consultant relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers, or employees of City. Consultant, by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of City. Consultant has no authority or responsibility to exercise any rights or power vested in the City. No agent, officer, or employee of the City is to be considered an employee of Consultant. It is understood #3..
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De Novo Planning Group A-6 City of Modesto
Consultant Services Agreement for Environmental Planning Services by both Consultant and City that this Agreement shall not under any circumstances be construed or considered to create an employer-employee relationship or a joint venture.

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

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

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

It is understood and agreed that as an independent contractor and not an employee of City neither the Consultant or Consultant's assigned personnel shall have any entitlement as a City employee, right to act on behalf of the City in any capacity whatsoever as an agent, or to bind the City to any obligation whatsoever. #3..
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De Novo Planning Group A-7 City of Modesto
Consultant Services Agreement for Environmental Planning Services It is further understood and agreed that Consultant must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Consultant's personnel.

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

11. ASSIGNMENT.

Neither this Agreement nor any portion thereof shall be subcontracted or assigned without the express prior written consent of the City in each and every instance.

12. PATENT/COPYRIGHT MATERIALS.

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

13. NOTICES.

Notice required by this Agreement shall be given in writing and shall be deemed given and effective upon receipt provided that such are delivered in accordance with the provisions of this Section. Notices shall be delivered either by: (a) personal delivery (including delivery by an overnight courier service which obtains confirmation of receipt); or (b) by facsimile, provided that such transmission is followed by delivery by an overnight courier service which obtains confirmation of receipt; or (c) postage prepaid, return receipt requested, certified mail; or (d) by electronic transmission subject to reasonable proof that the notice was both transmitted and received. Each such notice shall be sent to the parties at the address respectively set forth below #3..
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De Novo Planning Group A-8 City of Modesto
Consultant Services Agreement for Environmental Planning Services or to such other address as a party may designate by written notice given in accordance with the provisions of this Section:

FOR CONSULTANT: Name: De Novo Planning Group
Address: 1020 Suncast Ln #106
El Dorado Hills, CA 95762
Attention: Steve McMurty, Principal
Phone: (916) 580-9818
E-mail: [email protected]
FOR CITY: Name: City of Modesto
Address: P.O. Box 642
Modesto, CA 95353
Attention: Peter Ibrahim, Infrastructure Financing Program Supervisor
Phone: (209) 577-5211
E-mail: [email protected]

14. INSURANCE REQUIREMENTS.

In the event the certificates of insurance required hereunder do not provide for notice of cancellation to the certificate holder and/or additional insureds, the Consultant shall provide, and shall require its subcontractors to provide, as an express condition precedent to payment hereunder, an endorsement from their insurers providing that the additional insureds identified herein shall be provided thirty (30) days notice of the cancellation on the policies of insurance required hereunder (ten (10) days notice if the policies are cancelled for non-payment of #3..
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De Novo Planning Group A-9 City of Modesto
Consultant Services Agreement for Environmental Planning Services premium). In addition, the named insured on all such policies shall provide to the additional insureds identified herein any notices of cancellation of said insurance policies within five (5) business days of receipt of such notice. The Consultant shall, as a further express condition precedent to payment for work performed, affirm under penalty of perjury that the required insurance on the project remains in place and said insurance has not been cancelled. (a) General Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. This insurance shall indicate on the certificate of insurance the following coverages and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent consultants and subcontractors; products and completed operations as applicable.
(b) Automobile Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. This insurance shall cover any automobile for bodily injury and property damage.
(c) Worker's Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000. (d) Professional Liability (Errors and Omissions) Insurance appropriate to the Consultant’s profession, with limits not less than $1,000,000 per occurrence or claim, $2,000,000 aggregate. If coverage is on a claims made basis it shall be maintained for at least three (3) years following completion of the work.
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De Novo Planning Group A-10 City of Modesto
Consultant Services Agreement for Environmental Planning Services If at any time any of said policies shall be unsatisfactory to the City, as to form or substance, or if a company issuing such policy shall be unsatisfactory to the City, the Consultant shall promptly obtain a new policy, submit the same to the Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of the Consultant to furnish, deliver or maintain such insurance and certificates as above provided, this Agreement, at the election of the City, may be forthwith declared suspended or terminated. Failure of the Consultant to obtain and/or maintain any required insurance shall not relieve the Consultant from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Consultant concerning indemnification. The City, its agents, officers, officials, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation and Professional Liability. The Workers' Compensation insurer shall agree to waive all rights of subrogation against the City, its agents, officers, officials, employees, and volunteers for losses arising from work performed by Consultant for the City. The Consultant's insurance policy(ies) shall include a provision that the coverage is primary as respects the City; shall include no special limitations to coverage provided to additional insured; and, shall be placed with insurer(s) with acceptable Best's rating of A:VII or with approval of the Risk Manager. The Consultant must deliver certificates evidencing existence of the insurance listed above to the City prior to the time this Agreement is signed.

CONSULTANT shall provide CITY with separate endorsements evidencing proof of the CITY’s additional insured status as to both the general liability and automobile liability insurance policies. In addition, CONSULTANT shall provide CITY with a Workers Compensation subrogation waiver by way of a separate endorsement. All endorsements referenced above must include the applicable policy number. #3..
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De Novo Planning Group A-11 City of Modesto
Consultant Services Agreement for Environmental Planning Services For any claims related to this project, the CONSULTANT’S insurance coverage shall be primary insurance as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the CONSULTANT’S insurance and shall not contribute with it.

15. TERMINATION OF AGREEMENT.

For the purposes of this section, material breach of this Agreement shall include, but not be limited to, any of the following: failure to perform required services or duties, willful destruction of City's property by Consultant, dishonesty or theft.

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

Post-Termination Procedure
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De Novo Planning Group A-12 City of Modesto
Consultant Services Agreement for Environmental Planning Services Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the Consultant shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subconsultants and agents are notified of such termination and act as specified in the notice of termination;
b. Terminate all orders and Subcontractors except as necessary to complete any portion of the Work that is not terminated; c. If directed in writing by the City to do so, assign all right, title and interest in subcontracts and materials in progress to City, in which case the City will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such subconsultants, but in no event shall recovery by any Consultant or subconsultant include lost profits for portions of the Work not completed or undertaken, including materials not delivered; d. Deliver or otherwise make available to the City all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Consultant in performing the Work whether completed or in process; e. Settle outstanding liabilities and claims, subject to the approval of City;
f. Complete performance of such part of the Work as has not been terminated;
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De Novo Planning Group A-13 City of Modesto
Consultant Services Agreement for Environmental Planning Services g. Take such other actions as may be necessary, or as may be directed by the City for the protection and preservation of the Work and/or property related to the Work;
h. If City so requests, and at City's cost, Consultant shall provide sufficient oral or written status reports to make City reasonably aware of the status of Consultant's work on the project. i. The Consultant understands and agrees that City may, in City's sole discretion, refuse to pay Consultant for that portion of Consultant's services which were performed by Consultant on the project prior to the termination date and which remain unacceptable and/or not useful to City as of the termination date.

City will pay Consultant an amount based on the percentage of satisfactory work completed in accordance with the notice of termination. The final payment to the Consultant after termination for convenience shall be limited to amounts due and owing under this Agreement at time of termination, including the following:
a. The cost of settling and paying valid claims arising out of the termination of the Work such as subconsultant agreements or contracts for materials;
b. The Agreement price allocable to the portion of the Work properly performed or goods supplied to the work site by the Consultant as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the Consultant.
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De Novo Planning Group A-14 City of Modesto
Consultant Services Agreement for Environmental Planning Services Authorization to Terminate Agreement
Termination of this Agreement may be invoked by the City Manager, or his/her designee, subject to the right of the Consultant to appeal the City Manager, or his/her designee’s, decision to the City Council. The Consultant shall appeal by notifying the City Clerk in writing within ten (10) calendar days of receipt of written notification from City of termination of the Agreement. In the event that termination of this Agreement is upheld by the City Council, any cessation of payment of delay claims, extended claims, Eichleay claims, or any other claims for delay shall be retroactive to the date of termination selected by the City Manager, or his/her designee.

16. CERTIFIED PAYROLL REQUIREMENT.

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

17. INDEMNITY.

The Consultant shall hold the City, its agents, officers, officials, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent, reckless or willful misconduct of Consultant, or its agents, officers, employees, or volunteers relating to or during the performance of its obligations under this Agreement. #3..
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De Novo Planning Group A-15 City of Modesto
Consultant Services Agreement for Environmental Planning Services In no event shall the cost to defend charged to the Consultant exceed the Consultant’s proportionate percentage of fault. However, notwithstanding the foregoing, in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the Consultant shall meet and confer with other parties regarding unpaid defense costs. Consultant's obligation to defend, indemnify, and hold the City, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this Agreement for Consultant to procure and maintain a policy of insurance.

18. DISPUTE RESOLUTION.

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

This paragraph is not intended to and does not waive the claim filing requirements found in California Government Code section 900 et seq. In the event that a timely and legally sufficient, arbitrable claim is filed by Consultant with City, and the claim is rejected in #3..
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De Novo Planning Group A-16 City of Modesto
Consultant Services Agreement for Environmental Planning Services whole or in part by City, this paragraph shall result in the conclusive, final, and binding resolution of all the issues presented in the claim by Consultant so long as any issues presented by the claim are arbitrable. Claims rejected by City or by operation of law, shall be submitted by Consultant to arbitration pursuant to the Arbitration Rules of the American Arbitration Association within ninety (90) days after mailing of the written rejection by City to Consultant. Otherwise, the claim or claims shall be deemed waived in their entirety.

The “fast track’ rules of the American Arbitration Association shall apply to any claim or counterclaim less than ONE HUNDRED FIFTY THOUSAND AND 00/100 ($150,000.00) DOLLARS. In arbitration not proceeding under the “fast track” rules, the arbitrator shall have the power to order that depositions be taken and other discovery be made. Both City and Consultant shall have the right, upon written notice, to take no more than three (3) depositions of the other as a matter of right in an arbitration proceeding under the “fast track” rules.

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

The arbitrator may grant any remedy or relief deemed by the arbitrator just and equitable under the circumstances, whether or not such relief could be awarded in a court of law. The arbitrator shall be empowered to award monetary sanctions against a party for failure of cooperation in the arbitration. The arbitrator shall, in written award, allocate all the costs of the arbitration, including the fees of the arbitrator and the reasonable attorney fees of the prevailing party, against the party who did not prevail. The prevailing party shall be the party in whose favor the majority of the central issues in the case are resolved. #3..
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De Novo Planning Group A-17 City of Modesto
Consultant Services Agreement for Environmental Planning Services Notwithstanding anything in this provision to the contrary, the arbitrator shall have no power to award punitive damages or other damages not measured by the party’s actual damages (excluding litigation costs and fees) against any party. This limitation of the arbitrator’s powers under this Agreement shall not operate as an exclusion of the issue of punitive damages from this Agreement to Arbitrate sufficient to vest jurisdiction in a court with respect to that issue.

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

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

19. ENTIRE AGREEMENT.

This Agreement and its exhibits contain the entire understanding between Consultant and City. Additional or new terms contained in this Agreement which vary from Consultant's proposal are controlling and are deemed accepted by Consultant by shipment of any article or other commencement of performance hereunder. All previous proposals, offers and communications relative to this Agreement, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this Agreement. No future waiver of or exception to any of the terms, conditions, and provisions of this Agreement shall be considered valid unless specifically agreed to in writing by all the parties. #3..
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De Novo Planning Group A-18 City of Modesto
Consultant Services Agreement for Environmental Planning Services

20. PARTIAL INVALIDITY.

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

21. WAIVER.

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

22. AUDIT.

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

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

23. GOVERNING LAW.

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

24. HEADINGS NOT CONTROLLING.

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

25. COMPLIANCE WITH LAWS.
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De Novo Planning Group A-19 City of Modesto
Consultant Services Agreement for Environmental Planning Services Consultant shall insure compliance with all safety and hourly requirements for employees, in accordance with federal, state, and county safety and health regulations and laws.

Consultant shall fully comply with all applicable federal, state, and local laws, ordinances, regulations and permits.

26. CITY BUSINESS LICENSE.

Consultant will have a City of Modesto business license. #3..
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De Novo Planning Group A-20 City of Modesto
Consultant Services Agreement for Environmental Planning Services IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement in duplicate by its City Manager and attestation by its City Clerk under authority of Resolution No. 2023-________, adopted by the Council of the City of Modesto on the day of , 2023, and Consultant has caused this Agreement to be duly executed in duplicate as of the Effective Date. (Signatures on next page)
12/9/2022 Reviewed by PH
5249084.1
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De Novo Planning Group
1020 Suncast Lane, Suite 106
El Dorado Hills, CA 95762
Statement of Qualifications
Environmental Consulting Services
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DE NOVO PLANNING GROUP
Environmental Review Services
1 March 24, 2023
Peter Ibrahim, Infrastructure Financing Program Supervisor City of Modesto
PO Box 642
Modesto, CA 95353
SUBJECT: Statement of Qualifications for Environmental Review Services to the City of Modesto Dear Mr. Ibrahim,
We understand that the City of Modesto is seeking a Statement of Qualifications (SOQs) from experienced environmental planning firms for environmental preparation and review support services. We understand that from time to time, the City has development projects that require the preparation of CEQA documentation, such as a Negative Declaration (ND), Mitigated Negative Declaration (MND), or Environmental Impact Report (EIR), that cannot be prepared by City staff due to time constraints or the complexity of the project specific issues. The Community and Economic Development Department requires planning support services to temporarily augment staff resources to fulfill increased workloads, temporary unexpected reductions in staff, and expedited project review services. This work will be concentrated primarily on preparation of CEQA required reports associated with proposed development projects (EIRs, MNDs, NDs), and associated technical studies. Also, from time to time, the City may also desire expert review, as City’s agent, of environmental documents for proposals in adjoining or nearby jurisdictions, as well as mitigation compliance monitoring and reporting, and other expert environmental review and reporting work.

De Novo Planning Group is a land use and environmental planning firm with 19 employees, specializing in community planning, environmental studies, urban design, and development services. The firm’s principal-level staff have successfully completed hundreds of projects consisting of comprehensive general plans, specific plans, housing elements, environmental impact reports, negative declarations, initial studies, NEPA analyses, climate action plans, hazard mitigation plans, biological assessments, wetland delineations, and development projects throughout California. De Novo Planning Group has fullservice offices in northern California (Corporate Office – 1020 Suncast Lane, Suite 106, El Dorado Hills, CA 95762) and southern California (180 East Main Street, Suite 108, Tustin, CA 92780).

The De Novo team is experienced in providing Municipal Agencies with the desired services and brings the following unique benefits:

Success Providing On-Call Environmental Planning Services and Contract Staff Services. De Novo’s Principals have served as contract planning/environmental staff and provide on-call services for several agencies throughout California, including but not limited to: Citrus Heights, Tracy, Lincoln, Manteca, Lathrop, Brentwood, Davis, Rancho Cordova, Lake Forest, Santa Ana, Irvine, Rancho Santa Margarita, Fullerton, West Hollywood, Burbank, Lancaster, San Clemente, and Long Beach. We understand the role of staff in the planning and CEQA compliance processes, and we pride ourselves on providing prompt and responsive services to our clients. Our team is well experienced with managing complex environmental documents for a range of projects including hotel, office, mixed use, industrial, residential, alternative energy, hospitals, schools, and parks. Our past success has resulted in professional relationships that last years, and we continue to serve as resources for our clients well after individual projects have been completed.
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DE NOVO PLANNING GROUP
Statement of Qualifications
2 Utilization of Technical Staff and Subconsultants. De Novo technical team members provide expertise in the areas of air quality, climate change, biological resources, health risk assessments, aesthetics, land use/planning, population/housing, and public services and utilities. De Novo regularly teams with the region’s top subconsultants for transportation, infrastructure, noise, cultural studies, and specialized hazards and geology/soils studies, all of whom are leaders in their fields and have experience working on a wide range of projects throughout California.

Diversified Professional Expertise. One of the key things that sets our firm apart from our competitors is the unparalleled experience and diverse skill sets of our Principals. Our team members are experts in a wide range of planning disciplines, including environmental compliance, long-range planning (preparation of comprehensive general plans, specific plans, zoning codes, housing elements, and various ordinances), and development processing. Our team excels at providing meaningful and engaging public and community outreach, consensus building, and workshop facilitation.

Unparalleled Energy and Enthusiasm. All of De Novo’s principal-level planners greatly enjoy our line of work, and rather than spend our time managing large and cumbersome project teams comprised of junior-level planners, we prefer to roll up our sleeves and work on our projects ourselves. As managers of the company, we take great pride in our work products, and we strive to build a strong connection with each of our clients. Providing superior products and client services is a matter of tremendous pride for us, and we bring our high level of energy, creativity and enthusiasm to each project we undertake.

Benefits of a Boutique Planning Firm. All of De Novo’s principal-level staff have served as senior project managers with larger consulting firms, and through this experience we have gained intimate knowledge of some of the operational inefficiencies of large firms. We achieve cost savings through use of a streamlined team composed of De Novo Principals and principal- and senior-level staff of our subconsultants. Because we remain relatively small, we are able to offer our clients significantly lower rates, while still providing Principal-level attention to each project.

We are confident that our experience, record of success, and Principal-level attention to projects will prove to be extremely valuable to the City. We encourage you to contact our references regarding our ability to provide our services at the highest level of legal adequacy while consistently maintaining schedule and budget. Please contact Steve McMurtry at (916) 580-9818 or [email protected] if you have any questions or need any additional information.

Sincerely,

DE NOVO PLANNING GROUP
Steve McMurtry, Principal
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DE NOVO PLANNING GROUP
Environmental Review Services
3 Table of Contents
A. Firm’s Qualifications......................................................................................................................................................................4 B. Proposed Consultant Team.........................................................................................................................................................5 C. Technical Approach ................................................................................................................................................................... 24 D. Fee Schedule................................................................................................................................................................................ 27 E. Related Experience and References........................................................................................................................................ 29 F. Samples of Work......................................................................................................................................................................... 30 #3..
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DE NOVO PLANNING GROUP
Statement of Qualifications
4 A. Firm’s Qualifications
De Novo Planning Group is a land use and environmental planning firm specializing in community planning, environmental studies, urban design, and development services. Incorporated in July 2008, De Novo Planning Group has successfully operated in the Sacramento, San Francisco Bay Area, Central Valley, Tahoe Basin, northern California coastal and inland regions. In 2017, De Novo opened an office in southern California, which has served clients throughout the Los Angeles basin, Orange County, and the Inland Empire. The firm’s principal-level staff have successfully completed hundreds of projects consisting of comprehensive general plans, specific plans, housing elements, environmental impact reports, negative declarations, initial studies, NEPA analyses, climate action plans, hazard mitigation plans, biological assessments, wetland delineations, and development projects.

Our Mission
Our mission is to provide municipal and private sector clients with worldclass professional services, through principal-level attention to every project. We pride ourselves on our ability to work with clients to balance the often-conflicting goals of economic, social, environmental, legal, and political forces. Our services result in an integrated planning and environmental solution for every project that is technically sound, cost effective, and delivered within the client's schedule.

Our Philosophy
Our philosophy is to proactively plan and design projects in such a way that public and environmental concerns are addressed and accommodated early in the process. We strongly believe in the use of our knowledge for developing sensible and cost-effective solutions to concerns. Our solutions integrate local knowledge with the best available resources to achieve recognized national and international standards for planning and environmental management, to achieve a balance in local economic, social, and environmental goals. De Novo Planning Group is dedicated to fostering a partnership with each agency we serve, through listening to the community and stakeholders and reflecting the ideas and concerns we hear in the approach developed for each project.

Official Name
De Novo Planning Group
Firm Locations
Northern California (Corporate):
1020 Suncast Lane, Suite 106
El Dorado Hills, CA 95762
916-580-9818
Southern California:
180 E. Main Street, Suite 108
Tustin, CA 92780
Years in Business/Providing
Service
15 Entity Type
California S-Corporation
Employees
19 Ownership
De Novo Planning Group is owned
by Principals Ben Ritchie, Steve
McMurtry, Beth Thompson, and
Amanda Tropiano.

Primary Point of Contact
Steve McMurtry
Principal Planner
916-580-9818
[email protected]
1020 Suncast Lane, Suite 106
El Dorado Hills, CA 95762
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DE NOVO PLANNING GROUP
Environmental Review Services
5 B. Proposed Consultant Team
De Novo Planning Group serves as the Prime Consultant and lead preparer of environmental compliance documents. De Novo’s project management and technical staff have a deep knowledge of CEQA and have prepared environmental compliance documentation for a variety of projects throughout southern California. Our in-house team undertake peer review of technical studies and preparation of air quality and greenhouse gas analyses, health risk assessments, visual simulations, light and glare assessments, and biological studies. Additionally, our team members have served as contract staff to local agencies and are familiar with the planning process and future uses of a CEQA document, which allows us to craft mitigation language that will be effective and straight-forward to implement.

De Novo has a project management team with exceptional experience, CEQA knowledge and on-call planning experience. To complement our in-house services, we have well-established partnerships with highly experienced technical consultants who specialize in the areas of transportation, infrastructure, noise, cultural studies, and specialized hazards and geology/soils studies. This section identifies the key personnel who are assigned to CEQA projects, their responsibilities, and qualifications. The proposed team members have the demonstrated capacity to perform all required services and all team members are adequately staffed and trained to perform the required services, as described in this section and demonstrated in the resumes that follow.

PROJECT MANAGEMENT TEAM
The De Novo project team will be under the management of Steve McMurtry, serving as the point of contact for the City. Steve will be supported by Co-Project Managers and Firm Principals, Christina Erwin, Ben Ritchie, Beth Thompson, who will further ensure supporting team members and resources are readily available and provide overall quality assurance.

Located in the El Dorado Hills office, Steve has over 22 years of experience preparing and managing environmental compliance documents throughout California. Steve will be responsible for the day-to-day management and supervision of the De Novo team on all future assignments and will ensure the environmental and technical analyses are thorough and comply with CEQA requirements. Steve will review all internal and external work products and be responsible for overseeing and conducting any revisions and providing overall quality control and quality assurance throughout the project’s duration.

Starla will also attend scheduled meetings, and in addition to key team members, will represent the project team at public hearings. Starla prides herself on being an integrated project manager who conducts research, analyzes data, and writes sections, and is eager to commit herself for the project duration.

Depending upon the nature of future project assignments, Starla will be joined by one of De Novo’s Principals, identified above. The Co-Project Manager will serve as a second point of contact to the City and be responsible for ensuring De Novo’s successful completion of each task, as well as ensuring that the City’s goals and expectations are being met. This includes assisting with review of documents prior to formal submittal and providing quality assurance/quality control. This principal-level attention to each detail of the project ensures a high-quality work product as well as continuity throughout the project. #3..
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DE NOVO PLANNING GROUP
Statement of Qualifications
6 De Novo Planning Group
Management Team
Steve McMurtry, Principal Planner
Project Manager, Primary Point of Contact
- Lead document preparer
- Issue area study preparer
- Biology
- Air quality/health risk assessments
- Greenhouse gas emissions/energy
Christina Erwin, Principal Planner
Co-Project Manager
- Lead document preparer
- Issue area study preparer
- Public outreach and communications
- Quality control
Ben Ritchie, Principal Planner
Co-Project Manager
- Lead document preparer
- Issue area study preparer
- Public outreach and communications
- Quality control
Beth Thompson, Principal Planner
Co-Project Manager
- Lead document preparer
- Issue area study preparer
- Public outreach and communications
- Quality control
Technical Team
Elise Laws
Senior Planner Josh Smith, AICP, LEED-AP Senior Planner Erik Anderson
Associate Planner
Courtney Marchi
Assistant Planner
Jeff Setterlund
Assistant Planner
Subconsultant Team
Fehr and Peers
Traffic
Ellen Polling, TE – Senior Associate
Ian Barnes, PE – Senior Associate
Saxelby Acoustic
Noise
Luke Saxelby – Principal Consultant
Rex Crane – Acoustic and Vibration Engineer
West Yost (Utility Engineering)
Elizabeth Drayer, PE – Principal
Amy Kwong, PE – Principal
Roger Chu, PE - Associate
Peak Associates (Cultural)
Melinda Peak – Principal Investigator
#3..
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EDUCATION
BS, Natural Resources
Management,
Cal Poly San Luis Obispo

ORGANIZATIONS
Licensed Real Estate Broker,
#01380263
Mr. McMurtry is a Principal with De Novo Planning Group and is responsible for project management, preparation of environmental documents, land use plans, air quality modeling, biological assessments, LESA modeling, regulatory permitting, litigation support, and expert witness testimony. He has successfully led multidisciplinary teams to complete hundreds of environmental, land use planning, and development projects in 32 California counties. Mr. McMurtry’s experience includes service in engineering and planning firms, as well as in the building industry. He has served as the project manager for thirteen RTP EIRs in California and is known as an expert in transportation environmental planning. His environmental experience encompasses public outreach/facilitation, policy/program development, document writing/processing, and permitting. Mr.

McMurtry has extensive experience preparing environmental documents and obtaining regulatory permits for state and federally funded projects, including projects within the State Highway System. Because of his expertise, he has been called on for litigation support and expert witness testimony relative to environmental and CEQA issues.

Steve McMurtry

PRINCIPAL
South Lathrop Specific Plan EIR,
City of Lathrop
Truckee Planned Community 3
(Specific Plan 3) EIR,
Town of Truckee
Cannery Park Master Plan EIR,
City of Davis
Crossroads West Specific Plan EIR,
City of Riverbank
PA-1 Specific Plan and EIR,
City of Brentwood
5175 Vincent Avenue Initial
Study/MND,
City of Irwindale
Seraphina Initial Study/MND,
City of Temecula
LDS Church Initial Study/MND,
City of San Juan Capistrano
Griffin Park Master Plan EIR,
City of Manteca
Whisper Ridge Hotel Resort and Golf
Course Master Plan EIR,
City of Oroville
Silverado Master Plan EIR,
City of Elk Grove
Tra Vigne Master Plan EIR,
City of Stockton
Ventana Specific Plan EIR,
City of Merced
Madera 5-Bridges Specific Plan EIR,
City of Merced
Atwater South Specific Plan EIR,
City of Atwater
Morgan Ranch Specific Plan EIR,
City of Turlock
Family Entertainment Zone Master
Plan EIR,
City of Manteca
Pilot Flying J EIR,
City of Tulare
Pilot Flying J EIR,
City of Lathrop
2015 Placer County RTP EIR,
Placer County Regional Transportation
Planning Agency
2011 San Joaquin County RTP EIR
San Joaquin Council of Governments,
2012 Butte County MTP and SCS
EIR,
Butte County Association of
Governments
2015 Amador County RTP EIR,
Amador County Transportation
Commission
Merced County 2014 RTP EIR,
Merced County Association of
Governments

RELEVANT PROJECT EXPERIENCE
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EDUCATION
BS, Environmental Policy Analysis
and Planning, University of California,
Davis

ORGANIZATIONS
Urban Land Institute
Christina Erwin is a principal planner with De Novo Planning Group and has more than 22 years of experience in environmental planning for public- and privatesector clients throughout the California Central Valley. She has successfully managed many environmental planning projects involving urban infill, new land development, major sports and entertainment venues, general plans, and largescale specific plans. Christina’s specialty is working on technically and politically complex, multifaceted projects that require a high degree of coordination and interface with multiple stakeholders. She develops and guides the strategic application of CEQA for projects, with a focus on streamlining environmental review, providing rigorous environmental analysis, identifying implementable mitigation measures, and helping clients achieve their project objectives. Christina has significant experience working on prominent projects and delivering high quality environmental documents within strict timeframes.

Christina Erwin

PRINCIPAL PLANNER
Downtown Specific Plan Addendum,
City of Vacaville*
Innovation Park Planned Unit
Development EIR,
City of Sacramento*
Central City Specific Plan EIR,
City of Sacramento*
Sacramento Entertainment and Sports
Center & Related Development
(Golden 1 Center) EIR,
City of Sacramento*
Sacramento Railyards Specific Plan
Update, Kaiser Permanente Medical
Center, Major League Soccer Stadium
& Stormwater Outfall Subsequent EIR,
City of Sacramento*
Village 5 Specific Plan EIR,
City of Lincoln*
Upper Westside Specific Plan EIR,
Sacramento County*
Inglewood Basketball and
Entertainment Center EIR,
City of Inglewood*
Lakeside at Sutter Pointe Addendum,
Sutter County*
Burbank2035 EIR,
City of Burbank*
2030 General Plan Master EIR,
City of Sacramento*
Convention Center Renovation and
Expansion & 15th/K Street Hotel
Projects EIR,
City of Sacramento*
Richards Boulevard Office Complex
Project EIR,
City of Sacramento*
Sacramento Valley Station Area Plan
Addendum,
City of Sacramento*
Tower 301 EIR,
City of Sacramento*
Campus Oaks/Hewlett-Packard
Master Plan EIR Addendum,
City of Roseville*
Element Hotel and Coca Cola
Building Project Addendum,
City of Sacramento*
Arden Gateway Village Infill
Environmental Checklist,
City of Sacramento*
Ice Blocks Mixed Use Development
Project Tiered MND
City of Sacramento*
Sutter County Truck Yard Study,
Sutter County*
Natomas Quad B Office Project
(Centene Corporation Headquarters)
Addendum,
City of Sacramento*

RELEVANT PROJECT EXPERIENCE
* Project was completed by Ms. Erwin while she was employed at another environmental firm #3..
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EDUCATION
MA, City and Regional Planning,
Cal Poly San Luis Obispo
BA, Political Science and History,
Cal Poly San Luis Obispo

ORGANIZATIONS
American Planning Association
Association of Environmental
Professionals
Mr. Ritchie is a founding principal at De Novo Planning Group with over 17 years of experience. Mr. Ritchie’s expertise includes managing long range planning documents, completing complex and controversial CEQA documents, and facilitating community outreach and public communications efforts for the firm. His experience includes a variety of land use, transportation, and sustainability projects throughout California. Mr. Ritchie has extensive knowledge of the California Environmental Quality Act (CEQA) and has assisted jurisdictions in drafting and updating their local CEQA implementation guidelines. He served as the Environmental Coordinator for the City of Rancho Cordova, where he oversaw the environmental planning division and the preparation of all CEQA documents prepared by staff and outside consultants. This experience has given him the knowledge of how local agencies use and implement planning documents, and specifically general plans, on a day to day basis.

Ben Ritchie

PRINCIPAL
General Plan Update and EIR,
City of Lake Forest
General Plan Update and EIR,
City of La Verne
General Plan Update, Zoning Code
Update, Climate Action Plan, and EIR,
City of San Jacinto
General Plan Update, Housing
Element, and EIR,
City of Brentwood
PA-1 Specific Plan and EIR,
City of Brentwood
General Plan and Zoning Code
Update, Housing Element, and EIR,
City of Sebastopol
General Plan Update, Housing
Element and EIR,
City of Cotati
General Plan Update, Housing
Element, Zoning Code Update and
EIR,
Colusa County
General Plan Update EIR and Climate
Action Plan,
City of Foster City
Sustainability Element and Climate
Action Plan EIR,
City of Elk Grove
General Plan Update and EIR, General
Plan Annual Report, Genera Plan
Implementation Plan, Housing
Element Updates, and EIR Addendum
City of Lakeport
General Plan Update, Climate Action
Plan, and EIR,
City of Campbell
General Plan Update and EIR,
City of Milpitas
General Plan Update and EIR,
City of Lakeport
General Plan Update and EIR,
City of Manteca
Seraphina MND,
City of Temecula
LDS Church Initial Study/MND,
City of San Juan Capistrano
The Cannery EIR,
City of Davis
West Area Specific Plan EIR,
City of Salinas
Joerger Ranch Specific Plan EIR,
Town of Truckee
Sterling 5th Street Apartments EIR,
City of Davis
Home2Suites MND,
City of Tracy

RELEVANT PROJECT EXPERIENCE
#3..
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EDUCATION
BS, Environmental and Resource
Science,
University of California, Davis

ORGANIZATIONS
American Planning Association
Beth is a principal with De Novo with over 25 years of professional planning experience. Her responsibilities include general plan preparation and management, senior review of environmental documents, environmental planning, Housing Element updates, policy document preparation, and contract planning. Beth specializes in community planning as well as CEQA and NEPA compliance. Her experience includes the preparation and management of numerous General Plan projects. She also has extensive experience preparing and managing General Plan EIRs, development EIRs for a range of project types from ski resort master plans to hospital facilities to subdivisions. Beth is an industry leader in the field of Housing Elements and General Plans, and she has a proven track record of successfully completing environmental and planning documentation for complex projects. While with Laurin Associates (now a subsidiary of Raney Planning and Management) Ms.

Thompson prepared over sixty housing feasibility and market studies for single family and multifamily residential projects in urban and rural areas throughout the US). The market and feasibility studies identified market demand for the proposed housing types, estimated capture rates, identified applicable fees, and known constraints to development.

Beth Thompson

PRINCIPAL
General Plan Update, Housing
Element, and EIR
City of Brentwood
General Plan Update and EIR,
Housing Element
City of Cotati
General Plan Update and EIR
City of Manteca
General Plan Update and EIR, Zoning
Code Update, Housing Element, and
On-Call Staffing
City of Sebastopol
General Plan Update EIR and Climate
Action Plan
City of Foster City
Sustainability Element and Climate
Action Plan EIR/Housing Element EIR
City of Elk Grove
General Plan Annual Report & Implementation Plan, Housing Element Updates (4th, 5th, & 6th Cycles), and
EIR Addendum
City of Lakeport
Springs Specific Plan and EIR
Sonoma County
Housing Element – 4th Cycle
City of Half Moon Bay
Housing Element – 5th Cycle;
Focused General Plan Update
City of Oakley
Housing Element – 4th & 5th Cycle
City of Ripon
Housing Element – 5th & 6th Cycle
City of Winters
Housing Element – 6th Cycle
Shasta County
Housing Element (6th Cycle),
Inclusionary Housing Study, and
Zoning Code Update
Yolo County
Housing Element Update EIR – 5th
Cycle
City of Novato
Cottage Senior Apartments NEPA
City of Manteca
Blue Mountain Terrace NEPA
City of Manteca
The Ranch EIR,
City of Rancho Cordova
Vineyards at El Dorado Hills EIR
El Dorado County
Brownfields Site Reuse and
Revitalization Planning
City of Pittsburg
CEQA Documentation: General Plan
Update and Zoning Code Update
Town of Yountville

RELEVANT PROJECT EXPERIENCE
#3..
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EDUCATION
BS, Environmental Policy and
Planning,
University of California, Davis
Elise is a Senior Planner with De Novo. She has over 10 years of environmental consulting experience completing both CEQA and NEPA documentation in the public and private sectors, as well as collaborating on long-rang planning documents. Elise has worked on a variety of projects throughout California, including large-scale, controversial development projects, Specific and Master Plans, and General Plan Updates. Examples include the West Davis Active Adult Community EIR (City of Davis), Eastview Specific Plan and Annexation EIR (City of Galt), College Park EIR (City of Rocklin), Sebastopol Zoning Code Update (City of Sebastopol), and City of Campbell General Plan Update. Her other skills include air quality modeling using the California Emissions Estimator Model (CalEEMod), California Natural Diversity Database and RareFind research, public outreach and facilitation, and project organization and management.

Elise Laws

SENIOR PLANNER
Sonoma Springs Specific Plan and EIR,
Sonoma County
Tra Vigne Development Project EIR,
City of Stockton
West Davis Active Adult Community
EIR,
City of Davis
College Park EIR,
City of Rocklin
5175 Vincent Avenue EIR,
City of Irwindale
South Lathrop SP EIR,
City of Lathrop
Truckee PC-3 SP EIR,
Town of Truckee
Pilot Flying J EIR,
City of Tulare
West Area Specific Plan EIR,
City of Salinas
Oakwood Trails EIR,
City of Manteca
Oakwood Landing EIR,
City of Manteca
Griffin Park Master Plan EIR,
City of Manteca
Calaveras SR 49 Land Use Study,
Calaveras Council of Governments
Sunrise Tomorrow Specific Plan EIR,
City of Citrus Heights
Crossroads West Specific Plan EIR,
City of Riverbank
Griffin Park Master Plan Project EIR,
City of Manteca
Milpitas General Plan Update,
City of Milpitas
Campbell General Plan Update,
City of Campbell
Manteca General Plan Update,
City of Manteca
Sebastopol Zoning Code Update,
City of Sebastopol
Legacy Trail CEQA and NEPA
Documents,
Town of Truckee
Pilot Flying J EIR,
City of Lathrop
Vineyards at El Dorado Hills,
El Dorado County

RELEVANT PROJECT EXPERIENCE
#3..
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EDUCATION
BS, Environmental Policy Analysis
and Planning,
University of California, Davis

ORGANIZATIONS
American Planning Association

ACREDITATIONS
AICP
LEED AP O+M
Josh Smith, AICP, is a Senior Planner with De Novo. He has twelve years of experience and is responsible for the preparation of CEQA/NEPA documents (Initial Studies, Negative Declaration, Environmental Impact Reports, and Environmental Assessments), the development of air quality and greenhouse gas technical plans and reports, and climate change planning for local governments.

Josh has extensive experience with air quality, greenhouse gas, and energy modeling, including criteria air pollutant and air dispersion modeling. Josh also has substantial experience developing Climate Action Plans, Energy Action Plans, and toxic air contaminant (TAC) Health Risk Assessments. He served as the primary technical analyst on the Pleasanton, Oakdale, and Hughson Climate Action Plans, and has managed EIRs such as the Manteca Annexation #1 EIR, Placer County RTP EIR, and Amador County RTP EIR. Josh has additional expertise utilizing best-practice standards for developing greenhouse gas (GHG) inventories and context-specific GHG mitigation measures, as well as developing custom air pollutant emissions calculators for complex projects.

Josh Smith, AICP, LEED AP

SENIOR PLANNER
5175 Vincent Avenue MND,
City of Irwindale
South Lathrop SP EIR,
City of Lathrop
Truckee PC-3 SP EIR,
Town of Truckee
Pilot Flying J EIR and HRA,
City of Tulare
Amador County RTP EIR,
Amador County Council of Governments
Placer County RTP EIR,
Placer County Regional Transportation
Planning Agency
Pilot Flying J EIR and HRA,
City of Lathrop
West Area Specific Plan EIR,
City of Salinas
Oakwood Trails EIR,
City of Manteca
Oakwood Landing EIR,
City of Manteca
Griffin Park Master Plan EIR,
City of Manteca
Legacy Trail CEQA and NEPA
Documents,
Town of Truckee
Sonoma Springs Specific Plan and
EIR,
Sonoma County
Sterling Apartments EIR,
City of Davis
Milpitas General Plan Update,
City of Milpitas
Campbell General Plan Update,
City of Campbell
Manteca General Plan Update,
City of Manteca
Manteca Annexation #1 EIR,
City of Manteca
Tra Vigne Development Project EIR,
City of Stockton
Gardena U-haul MND,
City of Gardena
Citrus Heights Sunrise Tomorrow EIR
City of Citrus Heights
Fullerton 1901 Via Burton MND
City of Fullerton
Pleasanton Climate Action Plan
City of Pleasanton*
Hughson Climate Action Plan
City of Hughson*
Hughson Climate Action Plan
City of Hughson*
Rialto Travel Center EIR and HRA
City of Rialto
Palmdale HRA
City of Palmdale

RELEVANT PROJECT EXPERIENCE
* Project was completed by Mr. Smith while she was employed at another planning firm
#3..
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EDUCATION
BA, Political Science,
University of California, Los Angeles
Master of City and Regional
Planning,
Cal Poly, San Luis Obispo

ORGANIZATIONS
American Planning Association
Association of Environmental
Professionals
Congress for the New Urbanism
AWARDS
2019 California Planning Foundation,
Central Coast Section Scholarship
2019 & 2020 Errett Fisher Foundation
Scholarship
Erik has worked on a diverse range of projects for public and private sector clients, with a focus on environmental and sustainability planning, land-use planning, and policy development. Erik provides project support in the preparation of CEQA documentation and long-range planning documents, including General Plans, Housing Elements, and Zoning updates. His experience includes grassroots lobbying with a non-profit environmental organization and work in the legal field.

Erik is passionate about serving communities and creating innovative work through place-based development strategies.

Erik Anderson

ASSOCIATE PLANNER
General Plan Update, Zoning Update,
and EIR
City of San Jacinto
General Plan Update, Hawthorne Blvd
Specific Plan Update, and EIR
City of Lawndale
Zoning Update and Addendum to
General Plan EIR
City of Westminster
General Plan Update and EIR
City of Jackson
General Plan Update and EIR
City of Red Bluff
Mountain House Incorporation IS/ND
San Joaquin County
SR-120 Interchange IS/MND
City of Lathrop/Caltrans
Circulation Element Update IS/ND
City of Bell Gardens
U-Haul Expansion IS/MND
City of Gardena
Pilot Travel Center IS/MND
City of Moreno Valley
Applied Medical Expansion IS/MND
City of Lake Forest
2500 North Hollywood Way EIR
City of Burbank
Harper Project EIR
City of West Hollywood
Focused General Plan Update
City of Glendale
Local Hazard Mitigation Plan
Laguna Hills, CA
Housing and Safety Element Update
City of Rancho Santa Margarita
Housing Element Update (6th Cycle)
Cities of Lawndale, Glendale,
Hawthorne, La Verne, Avalon, Lake
Forest, Rancho Santa Margarita,
Westminster, Temecula, and San
Jacinto
General Plan Update
City of McFarland*
McFarland Zoning Code Update
City of McFarland*

RELEVANT PROJECT EXPERIENCE
* Project was completed by Mr. Anderson while enrolled as a Graduate Student in City and Regional Planning at Cal Poly, San Luis Obispo
#3..
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Courtney is an Assistant Planner with De Novo Planning. She earned a B.S. in City and Regional Planning with a minor in Sustainable Environments from Cal Poly, San Luis Obispo. Courtney has a passion for community planning and has participated in public outreach efforts for cities throughout Southern California.

Courtney work focuses on environmental projects and has worked on a variety of CEQA projects for land development and public policy document projects. She has worked on projects at the programmatic level and at the project-specific level, allowing her to better understand the impacts planning decisions have on both the surrounding communities and individuals.

Courtney has worked on a range of planning projects, including Climate Vulnerability Assessments and General Plan Updates throughout California.

Courtney Marchi

ASSISTANT PLANNER

EDUCATION
BS, City and Regional Planning,
California Polytechnic State University,
San Luis Obispo

ORGANIZATIONS
American Planning Association
AWARDS
2021 Academic Award of Excellence,
APA Central Coast Division
General Plan Update, Zoning Update,
and EIR
City of San Jacinto
General Plan Update EIR,
City of La Verne
General Plan Update EIR,
City of Martinez
Housing Element Update EIR,
City of Sausalito
Pilot Travel Center Project EIR,
City of Moreno Valley
Pilot Travel Center Project EIR,
City of Perris
Harper Project EIR,
City of West Hollywood
2500 North Hollywood Way EIR,
City of Burbank
Great Scott Tree Service IS/MND,
City of Lake Forest
Applied Medical Expansion Project
EIR,
City of Lake Forest
Soma Apartments IS/MND,
City of Manteca
U-Haul Expansion Project IS/MND,
City of Gardena
Climate Vulnerability Assessment,
Cities of Lake Forest, Gardena,
Stanton, and Bradbury
Environmental Justice Element
Update,
City of Anaheim
Environmental Justice Element
Update,
City of Gardena
General Plan Update,
City of San Marcos
General Plan Annual Progress
Report,
City of San Marcos
Background Report & General
Plan Policy Update,*
City of San Joaquin
Downtown Tracy Light Rail
Specific Plan,*
City of Tracy
Urban Design Visions,*
City of San Martin
General Plan Update,
County of Orange

RELEVANT PROJECT EXPERIENCE
* Project was completed by Marchi while enrolled as an Undergraduate Student in City and Regional Planning at the California Polytechnic State University, San Luis Obispo #3..
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EDUCATION
BS, City and Regional Planning,
California Polytechnic State University,
San Luis Obispo

ORGANIZATIONS
American Planning Association
AWARDS
2014 1st Place Sacramento Regional
Design Competition, ACE Mentorship
Program, Sacramento Valley Section
Jeff is an Assistant Planner with De Novo and joins our team having recently earned his B.S. in City and Regional Planning from Cal Poly San Luis Obispo. Jeff is passionate about serving communities and creating innovative work through land use planning and design. He is an active member of the APA ambassador program and the APA Small Town & Rural program. Jeff works on a variety of projects for De Novo, including General Plan updates and CEQA documentation.

Jeffrey Setterlund

ASSISTANT
Glenn County General Plan Update,
Glenn County
Willows General Plan Update,
City of Willows
West Area Specific Plan EIR,
City of Fresno
College Park EIR,
City of Rocklin
Lathrop General Plan Update,
City of Lathrop
Wackerly Annexation Plan,
City of Manteca
Campbell General Plan Update,
City of Campbell
Milpitas General Plan Update,
City of Milpitas
Housing Element Update,
City of Escalon
Housing Element Update,
City of Lakeport
Housing Element Update,
Shasta County
Parlier Community Plan Update,
City of Parlier*
Bickford Ranch Specific Plan,
Placer County*
Sunset Industrial Area Specific
Plan,
Placer County*
Placer Ranch Specific Plan,
Placer County*
High Speed Rail Station Area Plan
(Practicum),
City of Riverside*
Downtown Plan (Practicum),
City of San Luis Obispo*
Waterfront Resiliency Project,
City of San Francisco*
Community Plan Update
(Practicum),
Avila Beach*
Corridor Redevelopment Vision,
Meadow Vista*
Secondary Dwelling Code Update,
Placer County*
Housing Element Update,
Placer County*

RELEVANT PROJECT EXPERIENCE
* Project was completed by Mr. Setterlund while enrolled as an Undergraduate Student in City and Regional Planning at the California Polytechnic State University, San Luis Obispo or while he was employed at another planning firm
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Ellen Poling
Senior Associate
100 Pringle Avenue.

Suite 600
Walnut Creek, CA 94596
925.930.7100
Walnut Creek | Denver | Honolulu | Inland Empire | Oakland | Orange County | Roseville Sacramento | Salt Lake City | San Diego | San Francisco | San José | Seattle | Washington DC about
Ellen has 30 years of experience managing transportation planning and traffic engineering projects. Her projects have included traffic impact studies, environmental impact report transportation chapters, general and specific plan transportation elements, neighborhood traffic calming
studies, freeway interchange project reports, and
university-related studies covering a wide array of issues, including origin-destination surveys, trip generation
surveys, and policy analysis. Her particular areas of
expertise include university and city planning studies, environmental review under CEQA, and development site
traffic engineering review. Her recent city clients include Benicia, Fairfield, Lafayette, Moraga, Pleasant Hill, San Ramon, Stockton, and Vallejo; recent college and
university clients include UC Berkeley, UC Davis, UC
Riverside, UC Merced, CSU East Bay, Stanford University, Mills College, and University of San Francisco.
education
B.S. in Aeronautical Engineering, University of California, Davis, 1986
affiliations
Institute of Transportation Engineers: Member
registrations
Licensed Traffic Engineer, State of California (#1723)
Licensed Mechanical Engineer, State of California (#27941) expertise
• General Plans
• Specific Plans
• University and College Campus Planning
• Traffic Impact Analysis
• Site Access and Circulation Evaluation
• Parking Studies
• Highway Project Development
public service
Lafayette Circulation Commission: 1997 – 2011
publications & presentations
Downtown at the Crossroads: Balancing Capacity Needs
with Quality of Life in Lafayette, CA (Institute of
Transportation Engineers, 2000 National Meeting)
The Roundabout Solution for a Campus Gateway
(Transportation Research Board 4th International
Conference on Roundabouts, April 2014)
project experience
North Downtown Specific Plan (Walnut Creek, CA)
Fehr & Peers is kicking off the transportation planning work for the North Downtown Specific Plan in Walnut
Creek. The Plan area is bounded by Parkside Drive, Civic Drive, California Avenue, Pringle Avenue, and I-680. Our tasks include a baseline traffic operations and
transportation infrastructure report, developing land use and transportation alternatives, multi-modal evaluation of alternatives, preparing the transportation chapter of the Specific Plan, and completing the transportation
impact analysis for the Specific Plan EIR.
#3..
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Ian Barnes, PE
Senior Associate/Stockton Office Leader

EDUCATION
Master of Science in Civil Engineering,
University of California, Berkeley, 2011
Bachelor of Science in Civil Engineering,
Magna Cum Laude, California Polytechnic
State University – San Luis Obispo, 2010

REGISTRATIONS
Professional Engineer, State of California
(#C81389)

AFFILIATIONS
Institute of Transportation Engineers (ITE),
Legislative Chair
Founding Officer of the San Francisco Bay
Area chapter of the Young Professionals in
Transportation

PUBLICATIONS
Impact of Peak and Off Peak Tolls on Traffic in
the San Francisco-Oakland Bay Bridge Corridor
(lead author), UC Berkeley Global Metropolitan
Studies, 2011

EXPERTISE
• Traffic operations analysis for PID and PA/ED
• Arterial Traffic Operations
• Senate Bill 743 CEQA VMT analysis for
transportation infrastructure projects
• Technical Software: VISSIM; SYNCHRO/
SIMTRAFFIC; HCS; TRAFFIX
• Microsimulation modeling
ABOUT
Ian Barnes is an award-winning Senior Associate in Fehr & Peers’ Stockton office, where he also serves as Office Leader. Mr. Barnes has over 10 years of experience in multimodal planning and operations analysis over a broad spectrum of settings in the Bay Area and Northern California. He is an expert in microsimulation modeling, including extensive experience with the VISSIM and SimTraffic software analysis packages. His studies focus on complex arterial networks, as well as complex freeway systems. He previously served as the Legislative Chair of the Institute of Transportation Engineers San Francisco Bay Area Section, and was a founding officer of the San Francisco Bay Area chapter of the Young Professionals in Transportation professional society.

SELECT PROJECT EXPERIENCE
State Route 120/Union Road Diverging Diamond Interchange (Manteca, CA)
The SR 120/Union Road interchange serves as a key regional transportation mobility node for the City of Manteca and San Joaquin County as a whole; efficient and safe multimodal operations at the interchange are critical to maintain the quality of life for residents, employees and visitors of the area, while continuing to ensure the function of key economic drivers for the local community. Given the high traffic demands placed on the interchange, an innovative, first-in-California Diverging Diamond Interchange (DDI) concept, along with a grade separated bicycle/pedestrian “ribbon path,” was advanced as the preferred alternative for the project.

Fehr & Peers provided transportation consulting services for the SR 120 / Union Road Diverging Diamond Interchange (DDI) Project in the City of Manteca, including completed the PA&ED phase Traffic Operations Analysis Report (TOAR) for the project. Being committed to providing an efficient and cost-effective analysis of the transportation impacts of the proposed project, we used as much information from prior studies completed by Fehr & Peers for transportation infrastructure and land use projects in the area. The analysis fully evaluated the Diverging Diamond Interchange (DDI) Project and provided improved access from southbound Union Road into the Promenade Shops – Orchard Valley. The TOAR was conducted in conjunction with Caltrans District 10’s policies for transportation analysis and traffic forecasting; relationships with District 10 staff were critical in advancing this innovative interchange design through the Caltrans process. Ian served as the Deputy Project Manager and Technical Manager for this project.
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LUKE SAXELBY, INCE Bd. Cert.

Principal Consultant at Saxelby Acoustics
915 Highland Pointe Drive, Suite 250 | (916) 760-8821 | [email protected] | SaxNoise.com Mr. Saxelby has been practicing acoustic and noise control engineering for the past 21 years and is a Board Certified member of the Institute of Noise Control Engineering (INCE). He is an expert in the requirements of the California Environmental Quality Act (CEQA) relating to noise impacts and has been involved in the preparation of hundreds of noise studies, including CEQA Environmental Impact Reports (EIR) and Mitigated Negative Declarations (MND). He is also a recognized expert witness in issues relating to building acoustics and noise control and has given testimony on various legal projects including construction defect claims and CEQA litigation.

Mr. Saxelby has extensive experience in the use of complex noise modeling programs including the Federal Highway Administration (FHWA) Traffic Noise Model (TNM), the CadnaA (Computer Aided Noise Abatement) sound prediction model, SoundPLAN acoustic model, the Federal Aviation Administration’s (FAA) Integrated Noise Model (INM), and the Enhanced Acoustic Simulator for Engineers (EASE) model. He has also developed many custom computer models used in his practice. Special interests and areas of practice include the application of noise control techniques for mechanical systems, building noise control design, low noise HVAC systems, and architectural acoustics.

KEY EXPERIENCE
▪ Airstrip/Helipad Noise Assessment
▪ Architectural Acoustics Design and Testing
▪ Community Noise Ordinance Development
▪ Compliance Monitoring
▪ Construction Noise/Vibration Analysis
▪ EIR / MND / EIS / HUD Noise Assessments
▪ Expert Witness
▪ General Plan Noise Element Development
▪ Green Building Code Analysis
▪ Industrial Noise Control
▪ Low Noise HVAC Design
▪ Master Plan / Community Plan Noise
▪ Mining Noise Assessment
▪ Peer Review
▪ Transportation Noise Studies
▪ Wind Turbine Noise Analyses

EDUCATION/TRAINING/PROFESSIONAL AFFILIATIONS
▪ Institute of Noise Control Engineering (INCE) | Board Certified (2011) ▪ FHWA Traffic Noise Model (TNM) Training Course | Burlington, MA (2005 ▪ B.S. Mechanical Engineering | California State University | Sacramento, California (1999-2004) ▪ Board for Professional Engineers and Land Surveyors: Engineer-In-Training (EIT) #116045 (2003)

PUBLICATIONS
▪ Noise Control for a Metal Shredder and Recycling System | Sound & Vibration Magazine | August 2012 PROJECT EXPERIENCE – ACOUSTICAL DESIGN AND NOISE CONTROL ENGINEERING ▪ 4045 Broadway Multi-Family Development. Oakland, California. ▪ 401 29th Street Multi-Family Development. Oakland, California ▪ Scotia Apartments Multi-Family Development. San Jose, California ▪ California School for the Deaf Acoustical Design. Riverside, California. ▪ Jackson Street Multi-Family Housing. Seattle, Washington.

PROJECT EXPERIENCE – ENVIRONMENTAL NOISE ASSESSMENT
▪ Bethel Church Collyer Drive Campus. City of Redding, California. ▪ Isabella Dam Safety Modification EIS. Lake Isabella, California. ▪ Central Trunk Sewer Rehabilitation Construction Project. Sacramento, California. #3..
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Steve McMurtry, De Novo Planning Group March 24, 2023 www.SaxNoise.com

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G:\Shared drives\De Novo Marketing (Internal)\Nor Cal Proposals\Modesto\2023_Modesto_RFQ Environmental Planning_On-call\Saxelby\Saxelby.docx Rex Crayne
Acoustic and Vibration Engineer at Saxelby Acoustics
915 Highland Pointe Drive, Suite 250 | (916) 760-8821 | [email protected] | SaxNoise.com Mr. Crayne has been practicing acoustic and noise control engineering since graduating with his BS in Mechanical Engineering in 2019. He is an associate member of the Institute of Noise Control Engineering (INCE). He has extensive experience in the use of complex noise modeling programs including the Federal Highway Administration (FHWA) Traffic Noise Model, the SoundPLAN sound prediction model, and VBA script writing for complex data processing techniques.

KEY EXPERIENCE
▪ Architectural Acoustics Testing
▪ Compliance Monitoring
▪ Construction Noise/Vibration Analysis
▪ EIR / MND / EIS / HUD Noise Assessments
▪ General Plan Noise Element Development
▪ Green Building Code Analysis
▪ Industrial Noise Control
▪ Low Noise HVAC Design
▪ Mining Noise Assessment
▪ Transportation Noise Studies

PROFESSIONAL EXPERIENCE
▪ Student Research Assistant | CSUS Mechanical Engineering Department | 2019 ▪ Materials Laboratory Assistant | CSUS Mechanical Engineering Department | 2018-2019

EDUCATION/TRAINING/PROFESSIONAL AFFILIATIONS
▪ Environmental Noise Analysis Training Course | Fullerton, CA (2019) ▪ B.S. Mechanical Engineering | California State University | Sacramento, California (2015-2019) #3..
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Elizabeth Drayer, PE
Principal-in-Charge
Elizabeth specializes in water resources engineering and coordinating multi-discipline projects. She has experience leading water resources planning studies and design projects. She specializes in water supply and infrastructure master planning and has prepared more than 24 water and utility master plans, more than 20 water supply assessments, and more than 30 urban water management plans. She has also prepared many other studies and plans for clients including groundwater studies, drought response and water shortage contingency plans, facility operations plans, and emergency operations plans involving the evaluation of existing facilities, evaluation of existing and future water demands, identification of system deficiencies and needs, evaluation of water supply alternatives, and development of recommendations for capital improvements. She has prepared preliminary and detailed designs for water supply facilities such as pipelines, pump stations, reservoirs, and canals. Elizabeth is a West Yost Vice President and serves on West Yost’s Board of Directors.

EXPERIENCE

URBAN WATER MANAGEMENT PLANS
2010, 2015, 2020 Urban Water Management Plans, City of Modesto and Modesto Irrigation District, CA: QA/QC Reviewer for the preparation of a 2020 Joint Urban Water Management Plan (UWMP) for the City of Modesto and Modesto Irrigation District, Project Manager for the 2015 UWMP for the City of Modesto, and Project Engineer for the preparation of a Joint 2010 UWMP for the City of Modesto and Modesto Irrigation District. Tasks include review of water demand projections, water supply availability and reliability from surface water and groundwater, SB X7-7 compliance, demand management measures, and the City’s water shortage contingency plan. The UWMPs were prepared in compliance with the retail and wholesale water supplier requirements of the California Water Code and the Department of Water Resources Guidebook.
2020 Urban Water Management Plan, City of Stockton, CA: Project Manager for the preparation of the 2020 Urban Water Management Plan (UWMP). Project tasks include review of the City’s water demands and water supplies for the last five years, projection of future water demands and water supplies through 2045, a report on the City’s compliance with its SB X7-7 per capita water use target for 2020, consideration of the impacts of Senate Bill 606 and Assembly Bill 1668 on the City’s future water demands, an update of the City’s on-going and planned water demand measures, and an update of the City’s water shortage contingency plan. West Yost assisted City staff during the public hearing and City Council adoption of the 2020 UWMP and uploaded the final plan to the Department of Water Resources Water Use Efficiency data portal. 2020 Urban Water Management Plan, Zone 7 Water Agency, Livermore, CA: QA/ QC reviewer for the preparation of a 2020 Urban Water Management Plan (UWMP) for the Zone 7 Water Agency. Tasks included coordination with Zone 7 staff and the internal project team to prepare the Administrative Draft, Public Draft, and Final 2020 UWMP, preparation for Board meetings and public meetings, and completion of the 2020 UWMP for submittal to the Department of Water Resources.

STAFF TITLE: Vice President
YEARS OF EXPERIENCE: 33

PROFESSIONAL REGISTRATIONS
Professional Civil Engineer,
California No. 46872

EDUCATION
MS, Structural Engineering,
University of California, Berkeley
BS, Civil Engineering, University
of California, Berkeley

CERTIFICATIONS
Underground Storage Tank
Installation
UC Davis Extension, 32-hour
Course, Groundwater Hydrology
UC Davis Extension, 32-hour
Course, Principles of Toxicology

PROFESSIONAL AFFILIATIONS
American Society of Civil
Engineers
American Water Works
Association
Association of California Water
Agencies
WateReuse Association
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Amy Kwong, PE
Amy Kwong is a water resources engineer with a focus in water master planning, water supply and facilities planning, hydraulic modeling, and the design of water system infrastructure. She has contributed to the development of many water master plans throughout California.

EXPERIENCE
2020 Urban Water Management Plan, City of Modesto and Modesto Irrigation District, CA: Project Manager for the preparation of a 2020 Joint Urban Water Management Plan for the City of Modesto and Modesto Irrigation District. Tasks include review of water demand projections, water supply availability and reliability from surface water and groundwater, SB X7-7 compliance, demand management measures, and the City’s water shortage contingency plan.

Water Master Plan, City of Modesto, CA: Project Engineer responsible for developing the City’s buildout water demand projections and updating the water demands in the hydraulic model. Directed and performed QA/QC on the hydraulic model calibration (using steady state hydrant test simulations) and verification (using extended period simulations) as well as the existing and buildout water system hydraulic evaluations. Results from the existing and buildout water system evaluations will be used to develop a comprehensive capital improvement program.

Modesto Water System Planning, Engineer’s Report, City of Modesto, CA:

Staff Engineer responsible for updating current and buildout water demands, and completing buildout system hydraulic model analysis to determine necessary capital improvements. Worked with Project Manager to develop a methodology to justify recommended transmission and distribution facilities, and to allocate costs to existing and future customers. The report, which addressed both a 5-year and 20-year planning horizon, required an update to the City’s hydraulic model using H2ONET, and evaluation of the feasibility of the City’s continued participation in the Turlock Irrigation District’s Regional Surface Water Supply Project. 2020 Urban Water Management Plan, City of Napa, CA: Project Manager for the preparation of a 2020 Urban Water Management Plan (UWMP) for the City of Napa. Tasks included coordination with City staff and internal project team to review available data and direct the development of UWMP sections. Sections were included in a comprehensive Administrative Draft UWMP, and subsequent Public Draft and Final 2020 UWMP for City Council adoption.
2020 Urban Water Management Plan, City of San Bruno, CA: Project Manager for the preparation of a 2020 Urban Water Management Plan (UWMP) for the city of San Bruno. Tasks included coordination with City staff and internal project team to review available data and direct the development of UWMP sections. Sections were included in a comprehensive Administrative Draft UWMP, and subsequent Public Draft and Final 2020 UWMP for City Council adpotion.

STAFF TITLE: Principal Engineer II
YEARS OF EXPERIENCE: 16

PROFESSIONAL REGISTRATIONS
Professional Civil Engineer,
California No. 73213

EDUCATION
MS, Civil and Environmental
Engineering, Stanford University,
Stanford, CA
BS, Civil and Environmental
Engineering, San Jose State
University, San Jose, CA

PROFESSIONAL AFFILIATIONS
American Water Works
Association
American Society of Civil
Engineers
Bay Area Water Works
Association
Water Education Foundation,
2013 Water Leaders Class
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Roger Chu, PE
Roger Chu is an engineer focused on the planning and design of water and recycled water projects, including master planning, hydraulic modeling, and preparing unidirectional flushing (UDF) plans. Proficient in ArcGIS and InfoWater, Roger has conducted hydraulic modeling training sessions and developed detailed model training materials. In addition, Roger has designed pipelines and pump stations using AutoCAD Civil 3D.

EXPERIENCE
2020 Urban Water Management Plan, City of Modesto and Modesto Irrigation District, CA: Staff Engineer for the preparation of a 2020 Joint UWMP for the City of Modesto and Modesto Irrigation District. Reviewed water demand projections, water supply availability and reliability from groundwater and MID, SB X7-7 compliance, demand management measures, and the City’s water shortage contingency plan. Also supported development of the City’s Water Conservation Plan. 2020 Urban Water Management Plan, Zone 7 Water Agency, Livermore, CA: Staff Engineer for the preparation of a 2020 Urban Water Management Plan (UWMP) for the Zone 7 Water Agency (Zone 7). Reviewed water demand projections for Zone 7 and its retailers (California Water Service, City of Pleasanton, City of Livermore, and Dublin San Ramon Services District), water supply availability and reliability from the State Water Project and the Zone 7’s local groundwater supply, demand management measures, and the Zone 7’s water shortage contingency plan. 2020 Urban Water Management Plan, City of Pleasanton, CA: Staff Engineer for the preparation of the 2020 UWMP for the City of Pleasanton. Reviewed water demand projections for the City, water supply availability and reliability from Zone 7 Water Agency (Zone 7) the City’s local groundwater supply, SB X7-7 compliance, demand management measures, and the City’s water shortage contingency plan. 2020 Urban Water Management Plan, City of Napa, CA: Staff Engineer for the preparation of a 2020 UWMP for the City of Napa. Reviewed water demand projections for the City, water supply availability and reliability from the State Water Project and the City’s local surface water supply, SB X7-7 compliance, demand management measures, and the City’s water shortage contingency plan. 2020 Urban Water Management Plan Update, Mountain House Community Services District, Mountain House CA: Staff Engineer for preparation of the 2020 Urban Water Management Plan Update for the Mountain House Community Services District in compliance with the Urban Water Management Planning Act, as amended.

The UWMP was prepared in compliance with the retail and wholesale water supplier requirements of the California Water Code and the Department of Water Resources Guidebook. Supported the update of the MHCSD hydraulic model and simulating various demand conditions for the existing and future water system.

STAFF TITLE: Associate Engineer II
YEARS OF EXPERIENCE: 7

PROFESSIONAL REGISTRATIONS
Professional Civil Engineer,
California No. 87591

EDUCATION
MS, Civil and Environmental
Engineering, University of
California, Davis
BA, Economics, Boston College
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PEAK & ASSOCIATES, INC.

RESUME
MELINDA A. PEAK
Senior Historian/Archeologist
3941 Park Drive, Suite 20 #329
El Dorado Hills, CA 95762
(916) 939-2405

PROFESSIONAL EXPERIENCE
Ms. Peak has served as the principal investigator on a wide range of prehistoric and historic excavations throughout California. She has directed laboratory analyses of archeological materials, including the historic period. She has also conducted a wide variety of cultural resource assessments in California, including documentary research, field survey, Native American consultation and report preparation.

In addition, Ms. Peak has developed a second field of expertise in applied history, specializing in sitespecific research for historic period resources. She is a registered professional historian and has completed a number of historical research projects for a wide variety of site types.

Through her education and experience, Ms. Peak meets the Secretary of Interior Standards for historian, architectural historian, prehistoric archeologist and historic archeologist.

EDUCATION
M.A. - History - California State University, Sacramento, 1989 Thesis: The Bellevue Mine: A Historical Resources Management Site Study in Plumas and Sierra Counties, California
B.A. - Anthropology - University of California, Berkeley

PROJECTS
In recent years, Ms. Peak has led the team completing the cultural resource sections for General Plan and General Plan Updates, for a number of cities/neighborhoods including Campbell, Milpitas, Yountville, Manteca, The Springs, Sebastopol, Martinez, Brentwood, Colusa County and Foster City. Older General Plan efforts include Wheatland, Rocklin, Sheridan, Granite Bay and South Sutter County.

In recent months, Ms. Peak has completed a number of determinations of eligibility and effect documents in coordination with the Corps of Engineers for projects requiring federal permits, assessing the eligibility of a number of sites for the National Register of Historic Places.

She has also completed historical research projects on a wide variety of topics for a number of projects including the development of a winery in a ranch in Folsom, commercial buildings in the City of Davis, a lumber mill in Clovis, older farmhouses dating to the 1860s, an early roadhouse, bridges, canals, former small town site, and a section of an electric railway line. #3..
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DE NOVO PLANNING GROUP
Statement of Qualifications
24 C. Technical Approach
The De Novo team has provided CEQA documentation and environmental technical studies for a diverse range of development projects, as well as regulatory/policy documents, such as General Plans and zoning ordinances. We are proud of our history of working with local agencies on an on-call basis. We will work with the Lead Agency to prepare a detailed and accurate scope of work tailored for the project being proposed at that time. Our scope of work will identify the specific tasks the De Novo team will undertake from project initiation to project closeout. The work program, including technical studies and level of analysis, will vary depending upon a project’s location and characteristics. All technical studies and environmental documents will be completed in accordance with the adopted CEQA Guidelines and the Lead Agency’s adopted Guidelines and Procedures for implementing CEQA requirements.

Our team understands that the Lead Agency is responsible for preparing and approving environmental documents. De Novo will work side-by-side with the Lead Agency’s staff and the Client and provide principal-level attention to ensure the entire review process is conducted in a comprehensive manner and will consider recent legislation and reviewing agency requirements. Our approach outlines a collaborative process for preparation of sound CEQA compliance documentation.

De Novo is committed to providing exceptional technical analysis and environmental review services. Our team will prepare technical analyses and write comprehensive and legally-defensible CEQA documents in compliance with all applicable federal, state, regional, and local legislation and requirements. De Novo prides itself on crafting a project-specific technical approach for each project it pursues. However, below is a summary of key considerations we apply in our approach to every project:
• Compliance with state legislation
• Close coordination with stakeholder, resource, and responsible agencies • Principal attention to every aspect of the project
• Dedicated Project Manager and Co-Project Manager
• Strict Adherence to Schedule and Budget
• Quality Assurance and Quality Control
Compliance with State Legislation
The De Novo team is well-versed in the CEQA Statute (Public Resources Code Section 21000-21189) and the CEQA Guidelines (California Code of Regulations, Title 14, Division 6, Chapter 3, Sections 15000- 15387). The firm’s Principals regularly lecture on CEQA and have been asked to prepare and provide expert testimony on complex environmental topics on projects throughout California. The firm maintains a keen understanding of future legislation which has the potential to impact CEQA and environmental documents and works with clients to prepare for future changes to the CEQA statute and/or guidelines, such as the changes to measuring traffic impacts via vehicle-miles-traveled versus level of service.

Close Coordination with Stakeholder, Resource, and Responsible Agencies Given our experience in preparing environmental documents, we understand the strong need for early and on-going coordination with stakeholders and resource agencies as well as other agencies that regulate and/or permit activities within the City (e.g., Caltrans, SCAG, LAFCO, ALUC, EPA, FAA etc.). Coordination with applicants/developers, neighborhood and civic groups may also be needed during the project. Our team will consult all relevant resource and regulatory agencies as part of any project, as well as during the Noticing and during the preparation of the draft documents. Multiple consultations assure that the agencies have #3..
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DE NOVO PLANNING GROUP
Environmental Review Services
25 considered the direction of the project and have provided input to the analysis and mitigation measures presented in the document. We will also prepare draft tribal consultation letters for the City to distribute in compliance with Assembly Bill 52 and Senate Bill 18 and we will manage the schedule to ensure all consultation timeframes are adhered to and support the overall project schedule.

Principal Attention to Every Aspect of the Project
We do not identify principal staff in our proposal, then hand the project out to junior staff members to complete for our review. Rather, our Principal staff identified in this proposal as the Project Manager, CoProject Managers, and Principal Planners will work on every aspect of each project and will write and review each document we provide to the Applicant/City. This senior-level attention to each detail of the project ensures a high-quality work product as well as continuity throughout each project.

Dedicated Project Manager and Co-Project Manager
Our team dedicates two De Novo principals and/or principal planners as Project Manager and a Co-Project Manager who will be in attendance at all public and stakeholder meetings and will be intimately involved in every aspect of the project. Although the Project Manager will serve as the primary point of contact, we feel that the use of two managers will ensure that all members of our team are constantly up to speed regarding changes in project direction, staff preferences, and all of the other nuances of CEQA projects.

Additionally, having two project managers provides an exceptional level of quality control so that products reviewed by the City are technically accurate and complete.

Strict Adherence to Schedule and Budget
Our project team is fully committed to bringing our projects to public hearings as quickly and effectively as possible while always delivering products of exceptional quality. We thrive under deadlines, and we have a track record of meeting or exceeding our project schedules. Our use of Principal-level staff throughout all stages of the project allows us to work quickly, efficiently, and produce preliminary draft documents of superior quality. Our project managers take a very active and hands-on role, and we diligently manage our team and coordinate with City staff and the Applicant team to ensure that all parties are continuously aware of pending deadlines, outstanding tasks, and draft work products that will require staff review.

We take tremendous pride in our ability to adhere to our project budgets. Our project managers are also principals and senior managers of the firm, and to this end, we have the authority to take any steps necessary to ensure that our projects remain on budget. We are in this business for the long-term, and building trust and confidence with our clients is the single greatest thing we can do to build loyalty and repeat business.

Quality Assurance and Quality Control
Coordinating closely with City staff, De Novo’s management team will ensure that our deliverables address regulatory requirements and are completed in a timely and professional manner. Our internal quality control review includes review of our environmental documents by a Principal Planner.

The first stage of review includes verification of the technical adequacy of the analysis, that the document addresses the format and content requirements of the client, technical information, and that all components of the project, as described in the project description and analyzed throughout the document, are correct. The second stage of review consists of a comprehensive, detailed review of the document by an individual knowledgeable about CEQA, other applicable laws, and applicable court cases. #3..
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DE NOVO PLANNING GROUP
Statement of Qualifications
26 This review involves senior staff not directly involved in the project to provide a clean set of eyes and encompasses all sections of the document.

Working closely with City staff throughout the project will ensure early identification and resolution of critical issues. Our approach of a Project Manager and Principal of the firm serving as a Co-Project Manager, ensures consistent and regular interaction and communication between City staff and the De Novo team. This allows for frequent exchange of information without loss of time or resources and will provide all parties with advance input on any issues that may arise. Early and consistent coordination with the City’s Project Manager and between the De Novo Project Manager maintains the flow of data and allows for timely response to any issues, and ensures the work program stays on track.

We view the project kickoff meeting as a key component to setting up the project for success. This meeting serves as an opportunity to discuss expectations, responsibilities, and communication procedures. The De Novo team will work with City staff at project initiation to create a detailed and realistic project schedule, making sure to identify all critical path items and any constraints. Throughout project development, we will review the status of all project tasks regularly to ensure they are progressing within the scheduled timeframe. A monthly progress report will identify the tasks accomplished, deliverables submitted, anticipated tasks/progress for the next month, and any pending issues. If issues arise that could result in schedule delays, we will make it a priority to coordinate with the City to find the necessary solutions to move the project forward.
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DE NOVO PLANNING GROUP
Environmental Review Services
27 D. Fee Schedule

D E N O V O P L A N N I N G G R O U P
Principal $185-235
Principal Planner $160-210
Senior Planner $125-175
Associate Planner $115-145
Assistant Planner $95-125
GIS Analyst $105-145
Legal Assistance/Expert Witness $350-450

F E H R A N D P E E R S
Principal $325
Project Manager $285
Forecasting & Traffic Operations Senior Staff $255
Project Planner/Engineer $160
Graphics/GIS/CAD $175
Project Coordinator $105-145

W E S T Y O S T
Principal/Vice President $338
Engineer/Scientist/Geologist Manager I / II $319 / $334 Principal Engineer/Scientist/Geologist I / II $288 / $307 Senior Engineer/Scientist/Geologist I / II $259 / $272
Associate Engineer/Scientist/Geologist I / II $215 / $231 Engineer/Scientist/Geologist I / II $173 / $201
Engineering Aide $101
Field Monitoring Services $125
Administrative I / II / III / IV $92 / $115 / $138 / $152 Engineering Tech Manager I / II $332 / $334
Principal Tech Specialist I / II $305 / $315
Senior Tech Specialist I / II $279 / $291
Senior GIS Analyst $252
GIS Analyst $239
Technical Specialist I / II / III / IV $178 / $203 / $228 / $254 Technical Analyst I / II $128 / $152
Technical Analyst Intern $103
Cross-Connection Control Specialist I / II / III / IV $133 / $144 / $162 / $180 CAD Manager $201
CAD Designer I / II $156 / $176

ENGINEE
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DE NOVO PLANNING GROUP
Statement of Qualifications
28 S A X E L B Y A C O U S T I C S
Principal Consultant $200/hr
Technical Staff $150/hr.

Administrative Staff $100/hr.

Sound Level Meter
Basic (daily)
Basic (weekly)
Advanced (daily)
Advanced (weekly)
Very Low Noise (daily)
Very Low Noise (weekly)
Sound Meter – Advanced Outdoor Setup
Very low noise, wind measurement, audio recording, solar panels, environmental protection shroud, etc.
$100/day
$400/week
$150/day
$600/week
$200/day
$800/week
$1,000/week
IIC Tapping Machine $500/day
$2000/week
Sound System for Acoustic Testing $200/day
$800/week
Vibration Sensor with Calibrator $200/day
$800/week

P E A K A S S O C I A T E S
Principal Investigator $150
Senior Archaeologist $140
Archaeological Technician $110
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DE NOVO PLANNING GROUP
Environmental Review Services
29 E. Related Experience and References
The De Novo team has a wide range of experience providing environmental services for private and public agency clients throughout California. Below is a brief summary of recent environmental projects that have been completed or are in process by De Novo team members. We have also provided a brief listing of additional projects that highlight De Novo’s range of capabilities for environmental review followed by references.

On-Call Environmental Services, City of Tracy
The De Novo team has been providing on-call environmental services to the City of Tracy since 2009.

During this time, our team has completed over 20 environmental documents, including EIRs, MNDs, and detailed exemption findings. These documents have covered a wide range of planning and public works projects, including hotels, sport park complexes, residential subdivisions, apartment development projects, water rights transfers, cogeneration power plants, and recycled water infrastructure projects.

Reference: William Dean, Assistant Director of Development Services, City of Tracy (209) 831-6427 | [email protected]
On-Call Environmental Services, City of Brentwood
The De Novo team completed a comprehensive update to the City of Brentwood's General Plan, including preparation of the General Plan EIR. Following completion of this successful project, our team was invited to provide on-call planning and environmental services for the City. Since 2014 we have completed approximately eight environmental documents for the City, consisting primarily of mitigated negative declarations for a wide range of project types from churches to residential subdivisions. In addition to our ongoing environmental review services for the City, we are also in the process of preparing a detailed specific plan and EIR that will guide future development in the last remaining large-scale vacant area in the City. The Priority Area 1 Specific Plan will guide the development of a high-tech jobs center and highdensity residential development that will meet the requirements of the Metropolitan Transportation Commission's (MTC) Priority Development Area (PDA) criteria, and position the City to attract a future extension of the BART transit system.

Reference: Casey McCann, Community Development Director, City of Brentwood (925) 354-9080 |[email protected]
Oakwood Landing Master Plan EIR
De Novo Planning Group prepared an EIR for the Oakwood Landing project in Manteca. The project encompassed 258.29 acres and included 290 high density residential units and up to 975 low density residential units.

Additionally, the proposed Project includes 13.0 acres of general commercial uses anticipated to provide up to approximately 237,838 square feet of commercial. The Project would provide approximately

16.06 acres of parkland and would maintain approximately 6.77 acres of open space. Steve McMurtry served as the project manager for the project. The project is currently under construction.

Reference: Lea C. Simvoulakis, Deputy Director-Planning, City of Manteca (209) 456-8516 | [email protected]
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DE NOVO PLANNING GROUP
Statement of Qualifications
30 F. Samples of Work
Per the request in the RFQ, we are providing a work sample for an Initial Study/Negative Declaration, an Initial Study/Mitigated Negative Declaration, Draft EIR, and a Final EIR. These document are large and a Dropbox link will be provided to Peter Ibrahim.

San Joaquin County Local Agency Formation Commission
Project: Mountain House Incorporation Initial Study and Negative Declaration, 2022 City of Lathrop
Project: Scannell Properties Initial Study and Negative Declaration, 2021 City of Manteca
Project: Lumina Ranch Draft Environmental Impact Report, 2021 City of Rocklin
Project: College Park Final Environmental Impact Report, 2022 #3..
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

June 5, 2023
Date: May 9, 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: First Amendment to Agreement with Kosmont Companies for Enhanced Infrastructure Financing District Feasibility Study
CONTACT: Robert Kimball, Economic Development Marketing Specialist, [email protected], 209-571-5540
DESCRIPTION:

Consider approving the First Amendment to the Agreement with Kosmont Companies, for Enhanced Infrastructure Financing District (EIFD) Feasibility Study Services, increasing the Agreement to a revised total amount not to exceed $200,000 and forwarding to Council for approval. (Funding Source: American Rescue Plan Act (ARPA) Funds) STRATEGIC PLAN ELEMENT:

The recommended action is consistent with the City Council’s 2020-2025 Strategic Plan, Goal E:

Drive Economy Vitality.

BACKGROUND:

As of February 1, 2012, California Assembly Bill (ABX1 26) dissolved all redevelopment agencies (RDAs) and designated successor agencies. RDAs were first founded to combat urban blight and they give local agencies the authority to use tax increment to help revitalize deteriorated areas.

On September 24, 2014, Governor Jerry Brown approved Senate Bill (SB 628), which authorized the formation of an Enhanced Infrastructure Financing District (EIFD). An EIFD is a limited tax increment financing district that can provide funds for redevelopment post-RDA. A tax increment is tax receipts in excess of the established baseline on the date of district formation. Baseline receipts continue to existing recipient funds and the increment is used for infrastructure and other investments in the established district to help catalyze future development. #4..
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Economic Development Committee, June 5, 2023
First Amendment to the Agreement with Kosmont Companies for Enhanced Infrastructure Financing District Feasibility Study

Page 2 of 4 ends

An EIFD allows one or more governmental entities to agree to secure a portion of tax increment revenue, generated within the district boundaries, for the construction of infrastructure and other capital needs. A key difference between EIFDs and former redevelopment agencies is, that tax increment contributed to a district excludes property taxes associated with school districts.

Participation in the district is voluntary. An EIFD is not a new tax.

On March 11, 2021, President Joe Biden signed the American Rescue Plan Act (ARPA) into law.

The City of Modesto received approximately $45.8 million in ARPA funds in two tranches to help address the continued impact of the COVID-19 pandemic on the economy, public health, individuals, and businesses.

The City of Modesto may use ARPA funds to address a number of areas, including:

1. Replace revenue that was lost, delayed, or decreased as determined based on the projections as of January 27, 2020 as a result of the COVID-19 emergency;

2. Respond to the COVID-19 emergency and address its economic effects, including through aid to households, small businesses, nonprofits, and industries such as tourism and hospitality;

3. Cost overruns incurred as a result of the COVID-19 emergency On May 25, 2021, the City Council approved Resolution No. 2021-194 approving the Pandemic Recovery Strategy, Modesto Forward, and the associated spending plan for the American Rescue Plan funds; and authorizing the City Manager to carry out the necessary steps to implement the strategy and spending plan. The Modesto Forward plan allocated $200,000 in funding to support the exploration of an EIFD, which would be used to create a sustainable funding model for infrastructure needs in support of economic development in the City.

DISCUSSION:

On September 29, 2021, the City posted (RFP) INF-22-02 for an EIFD Feasibility Study on the PlanetBids system to qualified companies with demonstrated experience in providing EIFD consulting services. Nineteen (19) prospective bidders registered to review the RFP. In addition, City staff reached out to five qualified firms to review the RFP.

The RFP yielded one response by the November 12, 2021 deadline from Kosmont Companies.

After a thorough departmental review of the proposal, the City accepted the Kosmont Companies proposal because of their depth and breadth of experience in assessing feasibility of and guiding the formation of EIFDs in California. Under the City Manager’s authority, the City entered into a Professional Services Agreement for an Enhanced Infrastructure Financing District Feasibility Study on February 8, 2022 with Kosmont Companies with a fixed price of $49,734.

Since this time, City staff and Kosmont Companies worked closely together, completing the EIFD Feasibility Study Scope of Work Tasks:
 Task 1 – Identify Potential EIFD Boundaries and Initial Screening Criteria  Task 2 – Tax Increment Analysis
 Task 3 – Identify Infrastructure Needs
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Economic Development Committee, June 5, 2023
First Amendment to the Agreement with Kosmont Companies for Enhanced Infrastructure Financing District Feasibility Study

Page 3 of 4 ends

 Task 4 – Next Steps for Implementation
Deliverables within Task 4 included:
 A summary of the Advantages and Disadvantages of a single EIFD versus multiple EIFDs was prepared. Larger cities (500,000 or more) tend to create multiple EIFDs while smaller cities tend to create single, multi-area EIFDs.  An analysis of Debt Issuance
 An analysis of EIFD Formation Costs
 Task 5 – Study Results
Since completion of the EIFD Feasibility Study, City staff has presented this item during an Economic Development Committee Meeting in September 2022. At the City Manager’s direction, staff initiated discussion with Stanislaus County Chief Executive Office to determine interest in participating in the EIFD as a taxing entity.

During committee presentation and subsequent discussion with Stanislaus County Chief Executive Office staff, questions regarding the proposed EIFD boundary definition have arisen:
 Tradeoffs between establishing a single or multiple EIFDs  If one EIFD contains multiple areas, as is the case with the EIFD Feasibility Study proposal, what are the controls and tradeoffs in allocation of tax increment – should it be available to the EIFD as a whole regardless of where it was generated, or should it be invested only in the area it was generated in?
 What potential complications arise from including a State Highway corridor (i.e., McHenry Avenue), and what are the tradeoffs between keeping the McHenry Avenue corridor in the EIFD with option to remove later, or removing before EIFD formation?  What potential EIFD boundary adjustments could increase Stanislaus County’s interest in joining the EIFD as a taxing entity, such as inclusion or exclusion of county islands and other county property? What fiscal consequences would result to taxing entities? If Stanislaus County declines to participate what if any EIFD boundary definition is viable? Answering the foregoing questions will require evaluating additional EIFD boundary options and further engagement by Kosmont with city management, City Council and Stanislaus County.

Staff worked closely with Kosmont Companies in the performance of the EIFD Feasibility Study.

Given Kosmont’s experience and expertise, and familiarity with the specifics of a potential Modesto EIFD, staff recommends amending the Kosmont Professional Services Agreement. The amendment to the existing Agreement will provide for further comprehensive boundary alternatives analysis, additional stakeholder outreach and revision to proposed EIFD implementation steps.

In accordance with Modesto Municipal Code 8-3.204(a), Exceptions for Formal Bidding Requirements, this agreement is for professional services, and therefore, exempt from the bid requirement.
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Economic Development Committee, June 5, 2023
First Amendment to the Agreement with Kosmont Companies for Enhanced Infrastructure Financing District Feasibility Study

Page 4 of 4 ends

FISCAL IMPACT:

The EIFD Feasibility Study cost of $49,734 has been funded by a Council-approved ARPA grant allocation.

The cost to amend the Agreement will be funded by the balance in the Modesto Forward EIFD ARPA grant allocation, Project Number 101406, which was $157,806 as of April 26, 2023.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion approving a First Amendment to the Professional Services Agreement with Kosmont Companies for an Enhanced Infrastructure Financing District Feasibility Study Services to increase the Agreement amount by $150,066 from $49,734 to a revised total amount not to exceed $200,000 and forwarding to Council for approval.

Approved by:

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

1. Kosmont EIFD Feasibility Study Report

2. EIFD Feasibility Study Professional Services Agreement with Kosmont Companies dated February 8, 2022

3. Draft First Amendment to Professional Services Agreement with Kosmont Companies

4. Kosmont Companies Work Plan for EIFD Implementation Advisory dated May 9, 2023 #4..
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Kosmont Companies
Mailing Address: 1601 N. Sepulveda Blvd., #382 (424) 297-1070 Physical Address: 1230 Rosecrans Ave., #630 Manhattan Beach, CA 90266 www.kosmont.com Manhattan Beach, CA 90266

Memorandum
To: City of Modesto
Robert Kimball, Community and Economic Development Marketing Specialist Jaylen French, Director of Community and Economic Development

From: Kosmont Companies
Joseph Dieguez, Senior Vice President
Fernando Sanchez, Vice President
Stephanie Ontiveros, Vice President
Date: April 19, 2022

Subject: Enhanced Infrastructure Financing District (EIFD) Potential Boundary Scenarios
I. BACKGROUND AND PURPOSE
Pursuant to Task 1.1 (Determine Boundary Scenarios) of the Scope of Services under the Professional Services Agreement between the City of Modesto (“City”) and Kosmont Companies (“Kosmont”) for an Enhanced Infrastructure Financing District (“EIFD”) Feasibility Study, this Memorandum summarizes the identification of the potential Boundary Areas within the City for inclusion in Tax Increment Financing (“TIF”) District, such as an EIFD.

II. BOUNDARY SCENARIO DEFINITION AND RATIONALE
Three (3) potential Boundary Areas were identified by Kosmont in collaboration with City staff:

1. Downtown Modesto Area1

2. McHenry Avenue Corridor Area

3. Kiernan Business Park Area
Table 1 summarizes acreage and assessed value metrics for each Boundary Area. Ultimately, the City would have the option of including all three areas within a single EIFD, forming three separate EIFDs, or some combination thereof. Financial, operational, and administrative advantages and disadvantages would be discussed in a later phase of the current study. 1 Includes non-contiguous area encompassing the Municipal Golf Course and John Thurman Field #4..
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City of Modesto
EIFD Boundary Scenarios
April 19, 2022
Kosmont Companies 2 | Page
(424) 297-1070
www.kosmont.com
In total, the three Boundary Areas comprise approximately 4,689 acres, or approximately 16.4% of the total acreage within the City. In terms of existing assessed property value, the three areas together comprise approximately 5.3% of the total assessed property value within the City as of fiscal year 2021-2022 (total land value plus improvement value plus other taxable value, net of exempt value).

Table 1: Summary Metrics for Potential Boundary Areas
Boundary Areas
Land Size
(AC)
Estimated
Percent of City
by Acreage
Estimated Net
Assessed
Property Value
Estimated
Percent of
City by A/V
Downtown Modesto 909 3.2% $589,073,895 3.2%
McHenry Ave. Corridor 447 1.6% $323,071,371 1.8%
Kiernan Business Park 515 1.8% $47,793,887 0.3%
Total EIFD Areas 1,795 6.3% $959,939,153 5.3%
The attached exhibits provide maps of the Boundary Areas.

The Boundary Areas were carefully outlined over multiple discussions and screen-sharing exercises with City staff to include parcels well-positioned for future investment, development, and/or rehabilitation. As will be discussed further in the Task 1.2 Initial Screening deliverable, these Boundary Areas reflect preliminary EIFD feasibility based on a number of key metrics, including, but not limited to, the following:
• Current zoning and potential for new density
• Economic development potential
• Capacity to benefit from catalytic infrastructure investment • General fund fiscal benefit (balance of EIFD funding capacity and positive net fiscal impact to the general fund)
• Overlap with Disadvantaged Community (DAC) census tracts • Overlap with Federal Opportunity Zone (OZ) census tracts III. NEXT STEPS
Pursuant to Scope of Work Task 1.2 (Initial Screening), Kosmont will prepare a matrix illustrating the screening of the boundaries identified herein against metrics of EIFD implementation feasibility for review by City staff.
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I
Legend
Modesto City Boundaries
Downtown Modesto
Golf Course / Thurman Field
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I
Legend
Modesto City Boundaries
McHenry Corridor
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Potential
Annexation Area
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City of Modesto
Enhanced Infrastructure Financing District (EIFD) Initial Screening Matrix April 28, 2022
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 I ph 424.297.1070 I www.kosmont.com EIFD Feasibility
Screening Variable
Boundary Area #1:

Downtown Modesto
Boundary Area #2:

McHenry Avenue Corridor
Boundary Area #3:

Kiernan Business Park
1) Zoning and
Density
• Notwithstanding the General Plan 2050
Comprehensive Update, this Boundary
Area includes the Downtown Master Plan
Area, which enables the type of higherintensity development that is consistent with current and forecasted private sector
investor interest, beneficial for generating
large increases in assessed property values
(creating tax increment for an EIFD), and
supportive for diversifying the City’s tax
base.
• Notwithstanding the General Plan 2050
Comprehensive Update, this Boundary Area
mostly includes the C Commercial General
Plan land use designation, and a mix of C-2
General Commercial, C-3 Highway
Commercial, P-O Professional Office, C-M
Commercial Industrial, and P-D Planned
Development zoning.
• It is understood by Kosmont that in-process
General Plan updates may likely facilitate
mixed-use development that is consistent
with current and forecasted private sector
investor interest, beneficial for generating
large increases in assessed property values
(creating tax increment for an EIFD), and
supportive for diversifying the City’s tax base.
• Notwithstanding the General Plan 2050
Comprehensive Update, this Boundary Area
mostly includes the BP Business Park, MU
Mixed Use, and RC Regional Commercial
General Plan land use designations, and a
mix of P-D Planned Development and SP
Specific Plan zoning consistent with the
Kiernan Business Specific Plan.
• Subject to in-process General Plan updates,
current land use guidance, particularly in the
Med-High Density Residential, Mixed Use,
and Mixed Use 2 zones would likely facilitate
the type of higher-intensity development that
is consistent with current and forecasted
private sector investor interest, beneficial for
generating large increases in assessed
property values (creating tax increment for
an EIFD), and supportive for diversifying the
City’s tax base.
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City of Modesto
Enhanced Infrastructure Financing District (EIFD) Initial Screening Matrix April 28, 2022
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 I ph 424.297.1070 I www.kosmont.com EIFD Feasibility
Screening Variable
Boundary Area #1:

Downtown Modesto
Boundary Area #2:

McHenry Avenue Corridor
Boundary Area #3:

Kiernan Business Park
2) Economic
Development
Potential
• Significant near-, mid-, and long-term
economic development potential, as this
Boundary Area encompasses a multitude of
opportunity sites with great potential for
assessed value increases from new
development and rehabilitation of
underutilized property
• Various sites identified in the Downtown
Master Plan (e.g., Transit Center Area at
9th and J Streets, Old Courthouse Block at
11th and I Streets, 10th Street Mixed-Use
Node at 9th, 10th, D, E and F Streets, and
West Modesto Node at 4th and H Streets)
• Potential expansion area to the west across
the railway and the 99 Freeway, and
adjacent to the Tuolumne River Regional
Park
• Potential sports and events center and
other sites with demonstrated private sector
future development interest
• Includes Municipal Golf Course and John
Thurman Field sites with significant
potential for redevelopment
• Significant mid- and long-term economic
development potential along a key northsouth arterial within the City north of Downtown
• Many surface parking lots and older
commercial centers with capacity for
residential density in a blended-use format,
including affordable housing
• Significant near-, mid-, and long-term
economic development potential with Kaiser
Permanente Modesto Medical Center at its
core
• Many vacant lots with potential for residential
and non-residential uses in a “modern
neighborhood” blended-use format
#4..
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City of Modesto
Enhanced Infrastructure Financing District (EIFD) Initial Screening Matrix April 28, 2022
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 I ph 424.297.1070 I www.kosmont.com EIFD Feasibility
Screening Variable
Boundary Area #1:

Downtown Modesto
Boundary Area #2:

McHenry Avenue Corridor
Boundary Area #3:

Kiernan Business Park
3) Project Location
and Infrastructure
Needs
• Very high potential for properties in this
Boundary Area to benefit from catalytic
infrastructure, such as regional recreation
infrastructure, Transit-Center connectivity,
streets, sidewalks, and other improvements
that are critical and supportive of new
private development
• Downtown Master Plan identifies approx.
$62.4 million in recommended streetscape
and active transportation improvements and
approx. $16.7 million in water infrastructure
improvements, among parking, traffic, and
other projects
• Less compared to Downtown, but still good
potential for properties in this Boundary Area
to benefit from catalytic infrastructure such as
streetscape improvements and other housingsupportive infrastructure enhancements to convert older commercial parcels into
blended-use projects
• Originally envisioned as office / business
park center, and thus significant potential for
catalytic infrastructure to enable residential
and blended-use development, which require
open space and other basic infrastructure in
excess of office / business park needs
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City of Modesto
Enhanced Infrastructure Financing District (EIFD) Initial Screening Matrix April 28, 2022
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 I ph 424.297.1070 I www.kosmont.com EIFD Feasibility
Screening Variable
Boundary Area #1:

Downtown Modesto
Boundary Area #2:

McHenry Avenue Corridor
Boundary Area #3:

Kiernan Business Park
4) Potential
Infrastructure
Financing
Solutions
• Relatively high property tax capture rate for
the City at 9 cents per dollar of property tax,
plus approx. 10 cents equivalent in property
tax in lieu of motor vehicle license fees
(MVLF); City has the capacity to pursue an
EIFD either alone, or with another taxing
entity partner
• High potential for complementary grant
funding based on comprehensive overlap
with Disadvantaged Community (DAC)
census tracts
• Significant potential for complementary
private sector funding based on
comprehensive overlap with Federal
Opportunity Zone census tracts, the
Downtown Improvement District, and the
Modesto Tourism Marketing District
• Relatively high property tax capture rate for
the City at 11 cents per dollar of property tax,
plus approx. 10 cents equivalent in property
tax in lieu of MVLF; City has the capacity to
pursue an EIFD either alone, or with another
taxing entity partner
• High potential for complementary grant
funding based on almost comprehensive
overlap with Disadvantaged Community
(DAC) census tracts
• Lower property tax capture rate for the City
at 3 cents per dollar of property tax, plus
approx. 10 cents equivalent in property tax in
lieu of MVLF; City has the capacity to pursue
an EIFD either alone, or with another taxing
entity partner
• High potential for complementary special
district funding based on overlap with four
community facilities districts (CFDs);
NorthPointe CFD No. 2002-1, Kiernan
Business Park West CFD No. 2007-2,
Kiernan Business Park South CFD No.
2012-1, and Kiernan Business Park East
CFD No. 2016-1
5) Disadvantaged
Community (DAC)
Census Tract
Overlap
• Yes, comprehensive overlap • Yes almost comprehensive overlap (except for far north end of the
• No
6) Federal
Opportunity Zone
(OZ) Census Tract
Overlap
• Yes, comprehensive overlap • No • No
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City of Modesto
Enhanced Infrastructure Financing District (EIFD) Initial Screening Matrix April 28, 2022
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 I ph 424.297.1070 I www.kosmont.com EIFD Feasibility
Screening Variable
Boundary Area #1:

Downtown Modesto
Boundary Area #2:

McHenry Avenue Corridor
Boundary Area #3:

Kiernan Business Park
7) Former
Redevelopment
Agency (RDA)
Overlap
• Yes, essentially the entire Downtown area
overlaps with former Redevelopment
Agency Project Area boundaries
• Due to overlap with former RDA
boundaries, property tax from overlapping
areas will be subordinate to outstanding
ROPS obligations of approx. $48.1M
through 2033 (residual revenues are
available to EIFD on an annual basis)
• Redevelopment Property Tax Trust Fund
(RPTTF) residual revenues still available to
EIFD after payment of each period
Recognized Obligation Payment Schedule
(ROPS) obligations
• Finding of Completion from State
Department of Finance achieved (Kosmont
will confirm with Finance)
• Complied with all State Controller findings
from Due Diligence Reviews (Kosmont will
confirm with Finance)
• No assets related to EIFD boundary under
litigation with State (Kosmont will confirm
with City Attorney’s Office)
• No • No
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City of Modesto
Enhanced Infrastructure Financing District (EIFD) Initial Screening Matrix April 28, 2022
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 I ph 424.297.1070 I www.kosmont.com EIFD Feasibility
Screening Variable
Boundary Area #1:

Downtown Modesto
Boundary Area #2:

McHenry Avenue Corridor
Boundary Area #3:

Kiernan Business Park
8) Overlap with other
Financing
Districts
• Modesto Downtown Improvement District
funded through special business license tax
(cleaning, landscaping, security, promotion,
parking and alley improvements)
• Modesto Tourism Marketing District funded
by hotel room night assessments, the
Owners Association of which is The
Modesto Convention and Visitors Bureau,
Inc. (CVB), a 501C6 California Corporation
as a Destination Marketing Organization
(DMO)
• None identified • NorthPointe Community Facilities District (CFD) No. 2002-1 (Storm Drain Basin
maintenance)
• Kiernan Business Park West CFD No. 2007-
2 (maintenance and repair of parkways,
landscaped medians, bike path, well site,
storm drainage pump and basin, and related
facilities, Dale Road, Healthcare Way, Bangs
Avenue)
• Kiernan Business Park South CFD No.
2012-1 (Transportation, Landscaping and
Lighting System, Storm Drain System,
maintenance, repair and replacement of
parkways, landscape medians, bike path,
well site, storm drainage pump and basin,
and related facilities)
• Kiernan Business Park East CFD No. 2016-1
(Water System, Wastewater System,
Transportation, Landscaping and Lighting
System, Storm Drain System, maintenance,
repair and replacement of parkways,
landscaped medians, storm drainage pump
and basin facilities, catch basins, manholes,
underground infiltration trenches and pipes,
landscaped bio-swale lots and medians,
storm water treatment devices and filters,
shrubs, vines, ground cover, and irrigation
systems, litter and debris removal, pruning,
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City of Modesto
Enhanced Infrastructure Financing District (EIFD) Initial Screening Matrix April 28, 2022
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 I ph 424.297.1070 I www.kosmont.com EIFD Feasibility
Screening Variable
Boundary Area #1:

Downtown Modesto
Boundary Area #2:

McHenry Avenue Corridor
Boundary Area #3:

Kiernan Business Park
staking, fertilizing, mowing, plant
replacement and restoration, fire and weed
control, erosion control, trimming of
vegetation, and storm drain system, bioswale maintenance, replacement of plants and materials, replacement of storm water
treatment filters and other storm drainage
facilities
9) Land Ownership • Includes some publicly owned properties with potential for future development (large
potential increases in assessed value when
properties are placed on the tax rolls), such
as the Municipal Golf Course and John
Thurman Field
• Many landowners and residents for
consideration of noticing and public hearing
requirements (e.g., majority protest hearing)
• Includes very few publicly owned properties
with potential for future development (large
potential increases in assessed value when
properties are placed on the tax rolls)
• Many landowners and residents for
consideration of noticing and public hearing
requirements (e.g., majority protest hearing)
• Includes very few publicly owned properties
with potential for future development (large
potential increases in assessed value when
properties are placed on the tax rolls)
• Fewest number of landowners and residents
for consideration of noticing and public
hearing requirements (e.g., majority protest
hearing)
#4..
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City of Modesto
Enhanced Infrastructure Financing District (EIFD) Initial Screening Matrix April 28, 2022
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 I ph 424.297.1070 I www.kosmont.com EIFD Feasibility
Screening Variable
Boundary Area #1:

Downtown Modesto
Boundary Area #2:

McHenry Avenue Corridor
Boundary Area #3:

Kiernan Business Park
10) Benefitting
Taxing Entities
• County is major potential partner at approx.
10 cents per dollar of property tax plus 13
cents equivalent in property tax in-lieu of
MVLF (school entities not eligible to
participate)
• High level of feasibility for taxing entity
partnership, given major potential regional
tourist and visitor draw, sites for future
development that will create jobs, and
potential future development that can
substantially increase future property tax
revenues to all affected taxing entities
• Largest Boundary Area, which may cause
hesitation for potential taxing entity
partners, but still very high potential fiscal
return on investment due to high ratio of
new potential value creation compared to
existing assessed value
• County is major potential partner at approx.
12 cents per dollar of property tax plus 13
cents equivalent in property tax in-lieu of
MVLF (school entities not eligible to
participate)
• Average level of feasibility for taxing entity
partnership, given sites for future
development that can produce housing, and
potential future development that can
substantially increase future property tax
revenues to all affected taxing entities
• Very focused boundary in terms of size and
existing value, creates high potential fiscal
return on investment for taxing entity partners
along with high ratio of new potential value
creation compared to existing assessed value
• County is major potential partner at approx.
13 cents per dollar of property tax plus 13
cents equivalent in property tax in-lieu of
MVLF (school entities not eligible to
participate)
• Better than average feasibility for taxing
entity partnership, given a regional medical
center amenity that borders unincorporated
jurisdiction, sites for future development that
can produce housing, and potential future
development that can substantially increase
future property tax revenues to all affected
taxing entities
• Very focused boundary in terms of size and
existing value, creates high potential fiscal
return on investment for taxing entity
partners along with high ratio of new
potential value creation compared to existing
assessed value
#4..
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City of Modesto
Enhanced Infrastructure Financing District (EIFD) Initial Screening Matrix April 28, 2022
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 I ph 424.297.1070 I www.kosmont.com EIFD Feasibility
Screening Variable
Boundary Area #1:

Downtown Modesto
Boundary Area #2:

McHenry Avenue Corridor
Boundary Area #3:

Kiernan Business Park
11) City General
Fund Exposure
• Highest level of potential fiscal risk
exposure to General Fund among Boundary
Areas (i.e., via property tax revenues being
diverted away from General Fund) given
largest existing assessed value
• 3.2% of total City by land area
• 3.2% of total City by existing AV
• However, given ratio of percentage of City
by acreage compared to percentage of City
by existing assessed value (AV), this
Boundary Area exhibits significant undervaluation compared to the rest of the City, signifying potential for AV growth far in
excess of existing AV (i.e., opportunity for
value-capture)
• Low level of potential fiscal risk exposure to
General Fund, given smaller size and
relatively little existing assessed value
• 1.6% of total City by land area
• 1.8% of total City by existing AV
• Given large degree of focus, such a Boundary
Area would be well-positioned to capture
value from new development on vacant and
underutilized parcels, while not encumbering
the incremental growth of other, built-out
areas of the City that are generating property
tax that is substantially earmarked to fund
critical, ongoing City services (e.g., public
safety, community services, administration) –
question is whether there is enough EIFD tax
increment funding capacity from such a small
area to fund meaningful infrastructure
improvements
• Low level of potential fiscal risk exposure to
General Fund, given smaller size relatively
little existing assessed value
• 1.8% of total City by land area
• 0.3% of total City by existing AV
• Given large degree of focus, such a
Boundary Area would be well-positioned to
capture value from new development on
vacant and underutilized parcels, while not
encumbering the incremental growth of
other, built-out areas of the City that are
generating property tax that is substantially
earmarked to fund critical, ongoing City
services (e.g., public safety, community
services, administration) – question is
whether there is enough EIFD tax increment
funding capacity from such a small area to
fund meaningful infrastructure improvements
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I
Legend
Modesto City Boundaries
Downtown Modesto
Golf Course / Thurman Field
Kiernan Business Park
McHenry Corridor
SB 535 Disadvantaged Communities
#4..
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I
Legend
Modesto City Boundaries
Downtown Modesto
Golf Course / Thurman Field
Kiernan Business Park
McHenry Corridor
Opportunity Zones
#4..
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I
Legend
Modesto City Boundaries
Downtown Modesto
Golf Course / Thurman Field
Publicly-Owned Parcels
#4..
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I
Legend
Modesto City Boundaries
McHenry Corridor
Publicly-Owned Parcels
#4..
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Potential
Annexation Area #4..
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Kosmont Companies
Mailing Address: 1601 N. Sepulveda Blvd., #382 (424) 297-1070 Physical Address: 1230 Rosecrans Ave., #630 Manhattan Beach, CA 90266 www.kosmont.com Manhattan Beach, CA 90266

Memorandum
To: City of Modesto
Robert Kimball, Community and Economic Development Marketing Specialist Jaylen French, Director of Community and Economic Development

From: Kosmont Companies
Joseph Dieguez, Senior Vice President
Fernando Sanchez, Vice President
Stephanie Ontiveros, Vice President
Date: April 19, 2022

Subject: Enhanced Infrastructure Financing District (EIFD) Summary of Strategic Considerations and Market and Future Investment Analysis I. BACKGROUND AND PURPOSE
Pursuant to Task 1.3 (Strategic Considerations) of the Scope of Services under the Professional Services Agreement between the City of Modesto (“City”) and Kosmont Companies (“Kosmont”) for an Enhanced Infrastructure Financing District (“EIFD”) Feasibility Study, this Memorandum builds upon Task 1.2 Initial Screening and summarizes additional key factors affecting EIFD feasibility, with emphasis on current and forecasted real estate market data and planned development projects in the study area.

This Memorandum additionally recommends the preferred boundary scenarios to be analyzed further in Task 2 (Tax Increment Analysis), along with which types of districts should be further evaluated. In summary, Kosmont is recommending that all three preliminary Boundary Areas identified in Task 1.1 should continue to be evaluated further in Task 2:

1. Downtown Modesto Area1

2. McHenry Avenue Corridor Area

3. Kiernan Business Park Area.

Additionally, Kosmont recommends that EIFD continues to be the primary type of tax increment financing district evaluated. Other complementary funding sources and financing mechanisms, such as Mello-Roos Community Facilities District (CFD) financing and grants, will subsequently be evaluated under Scope of Services Task 3.2.
1 Includes non-contiguous area encompassing the Municipal Golf Course and John Thurman Field #4..
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City of Modesto
EIFD Summary of Strategic Considerations
April 19, 2022
Kosmont Companies 2 | Page
(424) 297-1070
www.kosmont.com
The Task 1.1 Memorandum Summarizing the preliminary Boundary Areas and the Task 1.2 Initial Screening Matrix are attached as separate documents. Kosmont is requesting feedback from the City on revision or approval of the three preferred Boundary Alternatives so that Kosmont may continue into Tax Increment Analysis pursuant to Agreement Scope of Services Task 2.

II. HIGH-LEVEL MARKET AND FUTURE INVESTMENT ANALYSIS
In addition to initial screening criteria as evaluated in the Task 1.2 Screening Matrix (e.g., economic development potential, current zoning and density, land ownership, potential for catalytic infrastructure, City general fund risk exposure), Kosmont evaluated high-level market statistics and potential future investments. A written summary is provided below, and supporting high-level graphics are provided as an attachment.

A. Residential
ESRI demographic data estimates that there are approximately 72,622 households within the City, approximately 55% of which are owner-occupied, and approximately 45% of which are renter-occupied. The growth in number of owner-occupied units is expected to outpace the growth in number of renter-occupied units. The Zillow home value index for Modesto is approximately $435,511 as of February 2022, increasing approximately 21.3% over the previous 12 months.

Real estate market data from CoStar estimates the number of multifamily (attached) residential units in Modesto at approximately 12,783 units as of Q4 2021. Average rent is approximately $1,457 per unit per month, and current vacancy is low at approximately 2.5%. Approximately 187 multifamily units were absorbed in the previous five years. The Downtown Master Plan and previous City Downtown Intensification Analysis illustrate capacity for over 1,400 new units in the Downtown area alone. Large parking lots along the McHenry Avenue Corridor and portions of Kiernan Business park are additionally well-suited for future residential uses.

CoStar forecasts a slow increase in rents and decrease in vacancy over the next five years, particularly as California continues to face a significant housing shortage statewide. Potential future investments in Downtown infrastructure, such as regional sports and event infrastructure and ACE Rail public transit infrastructure, would be expected to catalyze private sector investment and development in the local residential market.

B. Hotel
According to CoStar real estate market data, there are approximately 26 hotels in Modesto (that report data to CoStar / Smith Travel Research), representing approximately 1,907 rooms. Annual average daily room rate is approximately $122 per night with occupancy averaging approximately

70.9% for the 12-month period ending in March 2022. Relative to other hotel markets in California, this is relatively positive performance for this COVD / nascent post-COVID recovery period. #4..
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City of Modesto
EIFD Summary of Strategic Considerations
April 19, 2022
Kosmont Companies 3 | Page
(424) 297-1070
www.kosmont.com
While the hotel market segment has been the most negatively impacted segment of real estate overall in response to the pandemic, industry experts forecast recovery in the next two to three years (i.e., by 2025).

Several historical landmarks are well preserved in the City, while newer visitor amenities include the Gallo Center for the Arts, Vintage Faire Mall, and modern medical centers. Potential future investments in Downtown infrastructure would be expected to catalyze private sector investment and development in the local hotel market, potentially more so than any other real estate market sector.

C. Retail
CoStar estimates that there are approximately 15.2 million square feet (SF) of retail land uses within the City with an average triple-net lease rate of $15.80 per SF annually ($1.32 per SF monthly). The retail vacancy rate is approximately 5.2% as of Q4 2021, which is relatively low, especially considering the large amount of existing retail space. Approximately 110,487 SF of retail was absorbed in the previous five years. The Downtown Master Plan and previous City Downtown Intensification Analysis illustrate capacity for over 550,000 SF of new retail and restaurants in the Downtown area alone.

Industry-wide trends in consumer spending (e.g., online retail sales, retailer footprint shrinkage), notwithstanding the pandemic, continue to have an impact on new retail development. Much of the potential new retail within the City is anticipated to be in the context of hotel / residential / retail blended-use concepts, with a larger focus on food / beverage / restaurants than in the past.

D. Office
According to CoStar market data, there is approximately 6.7 million SF of office space within the City, with an average gross rent of $20.80 per SF annually ($1.73 per SF monthly) and vacancy rate of 4.5%. This vacancy is relatively low, especially considering increasing work-from-home trends among the office-using labor force. CoStar and other industry professionals are actually forecasting increased interest in office space in suburban markets compared to urban markets, spurred in part by suburban migration during the pandemic.

Approximately 185,563 SF of office was absorbed in the previous five years. The Downtown Master Plan and previous City Downtown Intensification Analysis illustrate capacity for over 2 million SF of new office in the Downtown area alone.

E. Industrial
CoStar estimates that there is approximately 35.8 million SF of industrial space within the City with an average lease rate of $2.63 per SF annually ($0.22 per SF monthly). The industrial vacancy rate is approximately 2.4% as of Q4 2021, which is relatively low but consistent with the surging industrial market elsewhere within the State and nationally. #4..
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City of Modesto
EIFD Summary of Strategic Considerations
April 19, 2022
Kosmont Companies 4 | Page
(424) 297-1070
www.kosmont.com
Approximately 2.0 million SF of industrial was absorbed in the previous five years. Modesto has not traditionally competed with nearby markets such as Stockton or Tracy for typical warehouse industrial uses, but has rather seen growth within “specialty” and advanced manufacturing industrial uses. The Downtown Master Plan and previous City Downtown Intensification Analysis illustrate capacity for over 580,000 SF of new industrial in the Downtown area alone.

III. CONCLUSIONS AND NEXT STEPS
Based on initial screening, high-level market and future investment analysis, and other key quantitative and qualitative factors, Kosmont recommends that all three preliminary Boundary Area identified in Task 1.1 should continue to be evaluated in Task 2 (Tax Increment Analysis):

1. Downtown Modesto Area2

2. McHenry Avenue Corridor Area

3. Kiernan Business Park Area.

Kosmont is requesting feedback from the City on revision or approval of the three preferred Boundary Areas so that Kosmont may begin Tax Increment Analysis pursuant to Scope of Services Task 2.

Attachment: High-Level Market Statistics
2 Includes non-contiguous area encompassing the Municipal Golf Course and John Thurman Field #4..
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DRAFT
KOSMONT COMPANIES | 1

MODESTO MARKET SUMMARY
Q4 2021
Source: CoStar (Accessed March 2022); Notes: NNN rents for retail and industrial uses. Gross rent for office uses.

Multifamily properties do not include dormitories or mobile homes but does include condominiums and co-ops. Numbers in red and parentheses indicate a negative number. For example, a negative net absorption indicates more tenants leaving than arriving (or absorbing SF/units) during the quarter.

Commercial and
Residential Metrics Retail Office Industrial Residential (Multifamily) Existing SF / Units 15,154,208 SF 6,655,158 SF 35,761,328 SF 12,783 units Rent $15.80 PSF / Yr $20.80 PSF / Yr $2.63 PSF / Yr $1,457 per unit / month Vacancy Rate 5.2% 4.5% 2.4% 2.5%
Vacant SF or Units 792,431 SF 297,979 SF 871,224 SF 316 units 5-Yr. Net Absorption 110,487 SF 185,563 SF 2,029,404 SF 187 units Hotel Metrics Hospitality
(Hotel)
Existing Inventory 26 hotels / 1,907 rooms
Avg. Daily Rate $122.24 per night
Avg. Occupancy 70.9%
Supply of Room Nights 175,444
Demand for Room Nights 124,312
Revenue Per Avail. Room $86.80
#4..
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DRAFT
KOSMONT COMPANIES | 2

MODESTO MARKET SALES COMPS
1/1/19 TO 3/8/22
Source: CoStar (Accessed March 2022); Notes: Parameters include all final sales within the City of Modesto from 1/1/19 to 3/8/22 for all land uses.

Portfolio/Multi-property sales and individual space sales (for commercial users) were excluded. Multifamily properties do not include dormitories or mobile homes but does include condominiums and co-ops.

Land Use Retail Office Industrial Residential
(Multifamily)
Hospitality
(Hotel)
# of Sales Comps 120 86 68 64 6
Avg. Sale Price $1,259,317 $1,153,000 $2,880,684 $4,172,102 $5,185,602 Sale Price PSF / Per Unit / Per Room
Min. $8.59 PSF $2.64 PSF $29 PSF $11,905 per unit $16,364 per room Max. $2,051 PSF $543 PSF $446 PSF $277,500 per unit $72,973 per room Median $154 PSF $171 PSF $76 PSF $138,883 per unit $44,812 per room Avg. $254 PSF $179 PSF $92 PSF $140,614 per unit $45,634 per room #4..
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Prepared by:

Kosmont Companies
Enhanced Infrastructure
Financing District (EIFD)
Tax Increment Analysis
June 2022
#4..
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Map of EIFD Study Areas
2 Source: City of Modesto, Stanislaus County Auditor-Controller (2022) • Approx.1,795 acres (6.3% of Citywide acreage)
• Approx.$960M in existing assessed value (5.3%
of Citywide A/V)
Kiernan
Business Park
Downtown /
Golf Course /
Thurman Field
Area Acreage Existing AV
Downtown 909 AC $589M
McHenry Ave 447 AC $323M
Kiernan BP 515 AC $48M
Total 1,795 AC $960M
McHenry Ave.

Corridor
#4..
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3 Future Development Assumptions – Downtown
Absorption Assumed over 30 Years
Note: AV at buildout values in current 2022 dollars..

Source: City of Modesto Downtown Master Plan, discussion with Economic Development and Planning staff, CoStar (2022) Area # Units / SF Estimated
AV Factor
Estimated
Total AV at Buildout
Sports / Event Center 5,000 seats $15,000 per seat $75 million Rental Residential 1,250 units $250,000 per unit $313 million Hotel 250 rooms $225,000 per room $56 million
Commercial / Retail 250,000 SF $225 PSF $56 million
Office 740,000 SF $195 PSF $144 million
Industrial / Flex 582,000 SF $145 PSF $84 million
Total New Development Assumed within EIFD Study Area $729 million #4..
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4 Future Development Assumptions –McHenry Ave Corridor
Absorption Assumed over 30 Years
Note: AV at buildout values in current 2022 dollars..

Source: City of Modesto General Plan and Zoning Code, discussion with Economic Development and Planning staff, CoStar (2022) Area # SF or Units Estimated
AV Factor
Estimated
Total AV at Buildout
Rental Residential 300 units $250,000 per unit $75 million Hotel 125 rooms $225,000 per room $28 million
Industrial / Flex 175,000 SF $145 PSF $25 million
Total New Development Assumed within EIFD Study Area $129 million #4..
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5 Future Development Assumptions –Kiernan Business Park Absorption Assumed over 30 Years
Area # SF or Units Estimated
AV Factor
Estimated
Total AV at Buildout
For-sale Residential 600 units $500,000 per unit $300 million Rental Residential 1,000 units $250,000 per unit $250 million Hotel 200 rooms $225,000 per room $45 million
Commercial / Retail 75,000 SF $225 PSF $17 million
Office 100,000 SF $195 PSF $20 million
Industrial / Flex 175,000 SF $145 PSF $25 million
Total New Development Assumed within EIFD Study Area $657 million Note: AV at buildout values in current 2022 dollars..

Source: City of Modesto Kiernan Business Park Specific Plan, discussion with Economic Development and Planning staff, CoStar (2022) #4..
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6 Potential Partner Agencies
Property Tax Distribution
 Primary non-school recipients and potential
contributors of property tax are City of Modesto
and County of Stanislaus
 City share varies by area and averages ~10% of
every $1 collected in property taxes within the
EIFD Study Area
 City additionally receives equivalent of ~10% of
property tax in lieu of MVLF, also available to EIFD
 County share varies by area and averages ~11%
 County additionally receives equivalent of ~13%
of property tax in lieu of MVLF, also available to
EIFD, but not incorporated into this analysis to be
conservative
 School-related entities cannot participate
As counties tend to rely more heavily on property tax revenue sources generated by new development within incorporated jurisdictions, it is Kosmont’s experience that it is not reasonable to assume allocation of property tax in lieu of MVLF by the County. As cities benefit from additional non-property tax revenue sources (e.g., sales tax, transient occupancy tax) from new development, it is Kosmont’s experience that it is reasonable for cities to consider contributing property tax in lieu of MVLF.

Tax Rate Area (TRA) weighted average distributions for EIFD Study Area shown. Post-ERAF (Education Revenue Augmentation Fund) distribution.

Parcels within former Redevelopment Agency Project Areas are subject to RPTTF revenue flow until expiration of ROPS obligations of ~$53.4M anticipated in 2031.

Source: Stanislaus County Auditor Controller (2022)
City
9% County
11%
Other / School
Entities (not eligible)
80%
Weighted Average Property Tax Distribution
within EIFD Study Area
#4..
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7 Revenue and Bonding Capacity by
Revenue Allocation Scenario – Downtown Only
EIFD Revenue
Allocation Scenario
Year 5
Accumulated
Revenue +
Bonding
Capacity*
Year 10
Accumulated
Revenue +
Bonding
Capacity*
50-Year
Present-Value
@ 6%
Discount Rate
50-Year
Nominal
Total
A) City 25% $1,052,000 $3,300,000 $6,325,000 $35,949,000 B) City 50% $2,765,000 $7,261,000 $12,650,000 $71,898,000 C) City 25% + County 25% $1,912,000 $5,288,000 $9,500,000 $53,996,000 D) City 50% + County 50% $4,486,000 $11,239,000 $19,000,000 $107,993,000 City allocation includes allocation from both AB8 + MVLF in-lieu. County allocation does not include MVLF in-lieu. * Bonding capacity assumes Year 5 is first bond issuance for EIFD. “Year 5 means fifth year of revenue following district formation. Net proceeds shown. Bondable revenue assumes $25,000 admin charge, 125% debt service coverage. 6.0% interest rate; 30-year term. Proceeds net of 2% underwriter's discount, estimated reserve fund (maximum annual debt service), costs of issuance estimated at $350,000.

Source: Kosmont Transactions Services (KTS), registered municipal advisor. #4..
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8 Revenue and Bonding Capacity by
Revenue Allocation Scenario –McHenry Only
EIFD Revenue
Allocation Scenario
Year 5
Accumulated
Revenue +
Bonding
Capacity*
Year 10
Accumulated
Revenue +
Bonding
Capacity*
50-Year
Present-Value
@ 6%
Discount Rate
50-Year
Nominal
Total
A) City 25% $69,000 $529,000 $1,911,000 $11,111,000
B) City 50% $165,000 $1,719,000 $3,822,000 $22,222,000
C) City 25% + County 25% $108,000 $1,194,000 $2,979,000 $17,321,000 D) City 50% + County 50% $628,000 $3,051,000 $5,957,000 $34,642,000 City allocation includes allocation from both AB8 + MVLF in-lieu. County allocation does not include MVLF in-lieu. * Bonding capacity assumes Year 5 is first bond issuance for EIFD. “Year 5 means fifth year of revenue following district formation. Net proceeds shown. Bondable revenue assumes $25,000 admin charge, 125% debt service coverage. 6.0% interest rate; 30-year term. Proceeds net of 2% underwriter's discount, estimated reserve fund (maximum annual debt service), costs of issuance estimated at $350,000.

Source: Kosmont Transactions Services (KTS), registered municipal advisor. #4..
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9 Revenue and Bonding Capacity by
Revenue Allocation Scenario –Kiernan Only
EIFD Revenue
Allocation Scenario
Year 5
Accumulated
Revenue +
Bonding
Capacity*
Year 10
Accumulated
Revenue +
Bonding
Capacity*
50-Year
Present-Value
@ 6%
Discount Rate
50-Year
Nominal
Total
A) City 25% $160,000 $1,441,000 $3,253,000 $17,107,000
B) City 50% $751,000 $3,544,000 $6,505,000 $34,215,000
C) City 25% + County 25% $747,000 $3,532,000 $6,488,000 $34,122,000 D) City 50% + County 50% $2,156,000 $7,727,000 $12,975,000 $68,244,000 City allocation includes allocation from both AB8 + MVLF in-lieu. County allocation does not include MVLF in-lieu. * Bonding capacity assumes Year 5 is first bond issuance for EIFD. “Year 5 means fifth year of revenue following district formation. Net proceeds shown. Bondable revenue assumes $25,000 admin charge, 125% debt service coverage. 6.0% interest rate; 30-year term. Proceeds net of 2% underwriter's discount, estimated reserve fund (maximum annual debt service), costs of issuance estimated at $350,000.

Source: Kosmont Transactions Services (KTS), registered municipal advisor. #4..
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10 Revenue and Bonding Capacity by
Revenue Allocation Scenario –Total All Areas
EIFD Revenue
Allocation Scenario
Year 5
Accumulated
Revenue +
Bonding
Capacity*
Year 10
Accumulated
Revenue +
Bonding
Capacity*
50-Year
Present-Value
@ 6%
Discount Rate
50-Year
Nominal
Total
A) City 25% $2,172,000 $6,593,000 $11,488,000 $64,168,000 B) City 50% $5,006,000 $13,849,000 $22,977,000 $128,335,000 C) City 25% + County 25% $3,966,000 $11,339,000 $18,967,000 $105,439,000 D) City 50% + County 50% $8,595,000 $23,341,000 $37,933,000 $210,879,000 City allocation includes allocation from both AB8 + MVLF in-lieu. County allocation does not include MVLF in-lieu. * Bonding capacity assumes Year 5 is first bond issuance for EIFD. “Year 5 means fifth year of revenue following district formation. Net proceeds shown. Bondable revenue assumes $25,000 admin charge, 125% debt service coverage. 6.0% interest rate; 30-year term. Proceeds net of 2% underwriter's discount, estimated reserve fund (maximum annual debt service), costs of issuance estimated at $350,000.

Source: Kosmont Transactions Services (KTS), registered municipal advisor. #4..
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11 Potential Cash Flow / Debt Issuance Approaches
• Kosmont Transactions Services is in active discussions with public finance underwriters regarding EIFD debt issuances in other jurisdictions
• Underwriters have proposed several approaches for the leverage of EIFD tax increment for accelerated debt issuance (e.g., 2-3 years from EIFD formation), for example:
a) EIFD increment only, based on completed (or nearly completed) improvements b) EIFD increment only, based on completed improvements PLUS near-term growth c) Overlapping EIFD and CFD (CFD Backstop) – landowners / developers must be willing to pay CFD special taxes in the short term (e.g., 5-10 years) until EIFD increment reaches a level to cover debt service d) EIFD increment with City or County general fund backstop • There are advantages and disadvantages with each approach (e.g., upfront proceeds available, public agency risk, cost of capital)
• Additional alternatives are available if private sector partners (e.g., landowners / developers are willing to advance infrastructure funding in exchange for reimbursement from EIFD proceeds) #4..
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12 Next Steps
• Receive and incorporate feedback from City Staff
• Identification of potential infrastructure to be funded, evaluation of complementary funding sources, and preparation of a roadmap for implementation • Discussion with City Council and potential partners (e.g., County) to determine feasibility for implementation and cooperation
• Pursue district formation to establish base year for incremental value growth as soon as feasible (first action would be City/County adoption of a Resolution of Intent) • Pursue opportunities for external funding sources (e.g., IIG and AHSC grants), ideally under joint City/County EIFD platform for greater priority
#4..
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13 THANK YOU
Questions?
Kosmont Companies
1601 N. Sepulveda Blvd. #382 Manhattan Beach, CA 90266
Ph: (424) 297-1070 | Fax: (424) 286-4632
www.kosmont.com
#4..
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Disclaimer
14 The analyses, projections, assumptions, rates of return, and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Project pro forma and tax analyses are projections only. Actual results may differ from those expressed in this analysis.

Discussions or descriptions of potential financial tools that may be available to the City are included for informational purposes only and are not intended to be to be “advice” within the context of this Analysis.

Tax Increment Funding Capacity by Revenue Category, Allocation Level, and by Project Area:
a) Downtown / Golf Course / Thurman Field
b) McHenry Avenue Corridor
c) Kiernan Business Park
d) Total All Areas
#4..
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Modesto EIFD - Available Revenues by Category - Downtown ONLY 1 2023 2024 $30,421 $32,895 $63,316 $31,786 $95,101
2 2024 2025 $61,838 $66,867 $128,705 $64,612 $193,317
3 2025 2026 $94,278 $101,947 $196,225 $98,509 $294,734
4 2026 2027 $127,772 $138,165 $265,936 $133,505 $399,441 5 2027 2028 $271,049 $293,096 $564,145 $283,212 $847,357 6 2028 2029 $308,909 $334,036 $642,945 $322,771 $965,716 7 2029 2030 $347,955 $376,257 $724,212 $363,568 $1,087,780 8 2030 2031 $388,218 $419,796 $808,014 $405,638 $1,213,652 9 2031 2032 $429,732 $464,686 $894,418 $449,015 $1,343,433 10 2032 2033 $505,263 $546,360 $1,051,623 $527,935 $1,579,558 11 2033 2034 $550,036 $594,775 $1,144,811 $574,717 $1,719,528 12 2034 2035 $596,177 $644,669 $1,240,846 $622,928 $1,863,775 13 2035 2036 $643,723 $696,083 $1,339,806 $672,608 $2,012,414 14 2036 2037 $692,712 $749,057 $1,441,769 $723,795 $2,165,564 15 2037 2038 $743,183 $803,633 $1,546,815 $776,531 $2,323,346 16 2038 2039 $795,175 $859,854 $1,655,028 $830,855 $2,485,884 17 2039 2040 $848,728 $917,763 $1,766,491 $886,812 $2,653,304 18 2040 2041 $903,885 $977,407 $1,881,292 $944,444 $2,825,737 19 2041 2042 $960,689 $1,038,831 $1,999,519 $1,003,797 $3,003,316 20 2042 2043 $1,019,182 $1,102,082 $2,121,264 $1,064,915 $3,186,179 21 2043 2044 $1,079,411 $1,167,209 $2,246,620 $1,127,846 $3,374,465 22 2044 2045 $1,141,420 $1,234,262 $2,375,682 $1,192,637 $3,568,320 23 2045 2046 $1,205,257 $1,303,292 $2,508,549 $1,259,339 $3,767,889 24 2046 2047 $1,270,971 $1,374,351 $2,645,322 $1,328,002 $3,973,324 25 2047 2048 $1,338,611 $1,447,492 $2,786,103 $1,398,676 $4,184,779 26 2048 2049 $1,408,227 $1,522,771 $2,930,998 $1,471,416 $4,402,414 27 2049 2050 $1,479,872 $1,600,243 $3,080,115 $1,546,276 $4,626,391 28 2050 2051 $1,553,599 $1,679,967 $3,233,566 $1,623,311 $4,856,877 29 2051 2052 $1,629,462 $1,762,001 $3,391,463 $1,702,579 $5,094,042 30 2052 2053 $1,707,518 $1,846,406 $3,553,924 $1,784,137 $5,338,062 31 2053 2054 $1,752,696 $1,895,259 $3,647,955 $1,831,342 $5,479,297 32 2054 2055 $1,798,777 $1,945,089 $3,743,866 $1,879,492 $5,623,357 33 2055 2056 $1,845,780 $1,995,915 $3,841,695 $1,928,604 $5,770,299 34 2056 2057 $1,893,723 $2,047,757 $3,941,481 $1,978,698 $5,920,179 35 2057 2058 $1,942,625 $2,100,637 $4,043,262 $2,029,794 $6,073,057 36 2058 2059 $1,992,505 $2,154,574 $4,147,079 $2,081,913 $6,228,992 37 2059 2060 $2,043,383 $2,209,590 $4,252,973 $2,135,073 $6,388,046 38 2060 2061 $2,095,278 $2,265,706 $4,360,984 $2,189,297 $6,550,281 39 2061 2062 $2,148,211 $2,322,945 $4,471,156 $2,244,605 $6,715,761 40 2062 2063 $2,202,203 $2,381,328 $4,583,531 $2,301,019 $6,884,550 41 2063 2064 $2,257,274 $2,440,879 $4,698,153 $2,358,562 $7,056,715 42 2064 2065 $2,313,447 $2,501,621 $4,815,068 $2,417,256 $7,232,324 43 2065 2066 $2,370,743 $2,563,578 $4,934,322 $2,477,123 $7,411,445 44 2066 2067 $2,429,186 $2,626,774 $5,055,960 $2,538,188 $7,594,148 45 2067 2068 $2,488,797 $2,691,234 $5,180,031 $2,600,474 $7,780,505 46 2068 2069 $2,549,600 $2,756,983 $5,306,584 $2,664,006 $7,970,589 47 2069 2070 $2,611,620 $2,824,047 $5,435,667 $2,728,808 $8,164,475 48 2070 2071 $2,674,880 $2,892,453 $5,567,332 $2,794,906 $8,362,239 49 2071 2072 $2,739,405 $2,962,226 $5,701,631 $2,862,327 $8,563,958 50 2072 2073 $2,805,220 $3,033,395 $5,838,615 $2,931,096 $8,769,711 100% of Available Revenues:
$69,088,625 $74,708,246 $143,796,871 $72,188,756 $215,985,627 50-Year Present Value @ 6% $12,155,592 $13,144,319 $25,299,911 $12,701,035 $38,000,946 50% Contribution Scenario
$34,544,313 $37,354,123 $71,898,435 $36,094,378 $107,992,813 50-Year Present Value @ 6% $6,077,796 $6,572,160 $12,649,955 $6,350,518 $19,000,473 25% Contribution Scenario
$17,272,156 $18,677,061 $35,949,218 $18,047,189 $53,996,407 50-Year Present Value @ 6% $3,038,898 $3,286,080 $6,324,978 $3,175,259 $9,500,236 50-Year Nominal Total
Total County AB8
Fiscal Year Available
50-Year Nominal Total
50-Year Nominal Total
Total City AB8 Available Total City + County
Total City MVLF
Available Total City Available
5/10/2023 Appendix Page 1 of 4
#4..
146
Modesto EIFD - Available Revenues by Category - McHenry ONLY 1 2023 2024 $7,056 $6,540 $13,596 $7,599 $21,194
2 2024 2025 $14,253 $13,210 $27,463 $15,349 $42,813
3 2025 2026 $21,594 $20,014 $41,608 $23,255 $64,863
4 2026 2027 $29,082 $26,955 $56,036 $31,319 $87,355
5 2027 2028 $71,614 $66,376 $137,990 $77,123 $215,112
6 2028 2029 $83,865 $77,731 $161,596 $90,316 $251,913
7 2029 2030 $96,437 $89,383 $185,820 $103,855 $289,675
8 2030 2031 $109,336 $101,340 $210,676 $117,747 $328,423 9 2031 2032 $122,572 $113,608 $236,180 $132,001 $368,181 10 2032 2033 $174,340 $161,589 $335,929 $187,751 $523,680 11 2033 2034 $189,038 $175,212 $364,249 $203,579 $567,828 12 2034 2035 $204,112 $189,184 $393,296 $219,813 $613,109 13 2035 2036 $219,573 $203,514 $423,086 $236,463 $659,549 14 2036 2037 $235,429 $218,210 $453,640 $253,539 $707,179 15 2037 2038 $251,691 $233,283 $484,974 $271,052 $756,025 16 2038 2039 $268,368 $248,740 $517,108 $289,011 $806,119 17 2039 2040 $285,470 $264,591 $550,061 $307,429 $857,490 18 2040 2041 $303,008 $280,846 $583,854 $326,316 $910,170 19 2041 2042 $320,992 $297,515 $618,507 $345,683 $964,190 20 2042 2043 $339,433 $314,607 $654,040 $365,543 $1,019,583 21 2043 2044 $358,342 $332,134 $690,475 $385,907 $1,076,382 22 2044 2045 $377,731 $350,104 $727,835 $406,787 $1,134,621 23 2045 2046 $397,610 $368,530 $766,140 $428,196 $1,194,336 24 2046 2047 $417,993 $387,422 $805,415 $450,146 $1,255,561 25 2047 2048 $438,891 $406,791 $845,682 $472,652 $1,318,334 26 2048 2049 $460,316 $426,650 $886,966 $495,725 $1,382,691 27 2049 2050 $482,282 $447,009 $929,291 $519,381 $1,448,672 28 2050 2051 $504,801 $467,881 $972,682 $543,632 $1,516,315 29 2051 2052 $527,887 $489,279 $1,017,166 $568,494 $1,585,660 30 2052 2053 $545,501 $505,604 $1,051,105 $587,462 $1,638,567 31 2053 2054 $563,467 $522,256 $1,085,723 $606,810 $1,692,533 32 2054 2055 $581,792 $539,241 $1,121,033 $626,545 $1,747,578 33 2055 2056 $600,484 $556,566 $1,157,049 $646,675 $1,803,724 34 2056 2057 $619,549 $574,237 $1,193,786 $667,207 $1,860,993 35 2057 2058 $638,996 $592,261 $1,231,257 $688,150 $1,919,407 36 2058 2059 $658,832 $610,646 $1,269,478 $709,511 $1,978,989 37 2059 2060 $679,064 $629,399 $1,308,463 $731,300 $2,039,764 38 2060 2061 $699,702 $648,527 $1,348,228 $753,525 $2,101,753 39 2061 2062 $720,751 $668,037 $1,388,789 $776,194 $2,164,983 40 2062 2063 $742,222 $687,938 $1,430,160 $799,316 $2,229,477 41 2063 2064 $764,123 $708,236 $1,472,359 $822,901 $2,295,260 42 2064 2065 $786,461 $728,941 $1,515,402 $846,958 $2,362,360 43 2065 2066 $809,246 $750,060 $1,559,306 $871,496 $2,430,802 44 2066 2067 $832,487 $771,601 $1,604,088 $896,524 $2,500,612 45 2067 2068 $856,193 $793,573 $1,649,765 $922,053 $2,571,819 46 2068 2069 $880,372 $815,984 $1,696,356 $948,093 $2,644,449 47 2069 2070 $905,036 $838,843 $1,743,879 $974,654 $2,718,533 48 2070 2071 $930,192 $862,160 $1,792,352 $1,001,745 $2,794,098 49 2071 2072 $955,852 $885,943 $1,841,795 $1,029,379 $2,871,174 50 2072 2073 $982,025 $910,202 $1,892,227 $1,057,565 $2,949,792 100% of Available Revenues:
$23,065,459 $21,378,503 $44,443,962 $24,839,725 $69,283,687 50-Year Present Value @ 6% $3,966,661 $3,676,548 $7,643,209 $4,271,788 $11,914,997 50% Contribution Scenario
$11,532,730 $10,689,252 $22,221,981 $12,419,863 $34,641,844 50-Year Present Value @ 6% $1,983,330 $1,838,274 $3,821,604 $2,135,894 $5,957,499 25% Contribution Scenario
$5,766,365 $5,344,626 $11,110,991 $6,209,931 $17,320,922 50-Year Present Value @ 6% $991,665 $919,137 $1,910,802 $1,067,947 $2,978,749 Fiscal Year
50-Year Nominal Total
50-Year Nominal Total
50-Year Nominal Total
Total City AB8 Available
Total City MVLF
Available Total City Available
Total County AB8
Available Total City + County
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Modesto EIFD - Available Revenues by Category - Kiernan ONLY 1 2023 2024 $9,279 $40,262 $49,541 $31,202 $80,744
2 2024 2025 $18,924 $82,109 $101,033 $63,634 $164,667
3 2025 2026 $28,945 $125,589 $154,535 $97,330 $251,865
4 2026 2027 $39,354 $170,751 $210,105 $132,330 $342,435 5 2027 2028 $50,161 $217,644 $267,805 $168,671 $436,476 6 2028 2029 $61,380 $266,319 $327,699 $206,394 $534,093 7 2029 2030 $89,905 $390,087 $479,992 $302,313 $782,305 8 2030 2031 $102,320 $443,951 $546,271 $344,057 $890,328 9 2031 2032 $115,189 $499,789 $614,978 $387,330 $1,002,308 10 2032 2033 $128,526 $557,658 $686,184 $432,178 $1,118,362 11 2033 2034 $142,345 $617,617 $759,962 $478,645 $1,238,607 12 2034 2035 $165,421 $717,738 $883,159 $556,238 $1,439,397 13 2035 2036 $180,420 $782,820 $963,240 $606,676 $1,569,916 14 2036 2037 $195,948 $850,193 $1,046,141 $658,889 $1,705,030 15 2037 2038 $212,019 $919,923 $1,131,942 $712,929 $1,844,870 16 2038 2039 $228,649 $992,076 $1,220,725 $768,847 $1,989,572 17 2039 2040 $245,853 $1,066,724 $1,312,576 $826,697 $2,139,274 18 2040 2041 $263,648 $1,143,935 $1,407,583 $886,535 $2,294,118 19 2041 2042 $282,051 $1,223,783 $1,505,833 $948,416 $2,454,250 20 2042 2043 $301,079 $1,306,342 $1,607,421 $1,012,398 $2,619,819 21 2043 2044 $307,952 $1,336,165 $1,644,117 $1,035,511 $2,679,629 22 2044 2045 $314,975 $1,366,634 $1,681,608 $1,059,124 $2,740,733 23 2045 2046 $322,149 $1,397,762 $1,719,911 $1,083,248 $2,803,159 24 2046 2047 $329,478 $1,429,563 $1,759,042 $1,107,894 $2,866,935 25 2047 2048 $336,966 $1,462,053 $1,799,019 $1,133,073 $2,932,092 26 2048 2049 $344,616 $1,495,245 $1,839,862 $1,158,796 $2,998,658 27 2049 2050 $352,432 $1,529,156 $1,881,587 $1,185,076 $3,066,664 28 2050 2051 $360,416 $1,563,799 $1,924,215 $1,211,925 $3,136,140 29 2051 2052 $368,573 $1,599,192 $1,967,765 $1,239,354 $3,207,119 30 2052 2053 $376,907 $1,635,350 $2,012,257 $1,267,376 $3,279,632 31 2053 2054 $384,733 $1,669,305 $2,054,038 $1,293,691 $3,347,728 32 2054 2055 $392,715 $1,703,940 $2,096,655 $1,320,532 $3,417,186 33 2055 2056 $400,857 $1,739,267 $2,140,124 $1,347,910 $3,488,034 34 2056 2057 $409,162 $1,775,301 $2,184,462 $1,375,836 $3,560,298 35 2057 2058 $417,633 $1,812,055 $2,229,688 $1,404,320 $3,634,008 36 2058 2059 $426,273 $1,849,544 $2,275,818 $1,433,374 $3,709,191 37 2059 2060 $435,086 $1,887,784 $2,322,870 $1,463,009 $3,785,879 38 2060 2061 $444,076 $1,926,788 $2,370,864 $1,493,236 $3,864,100 39 2061 2062 $453,245 $1,966,572 $2,419,817 $1,524,068 $3,943,885 40 2062 2063 $462,598 $2,007,152 $2,469,749 $1,555,517 $4,025,267 41 2063 2064 $472,137 $2,048,543 $2,520,680 $1,587,595 $4,108,276 42 2064 2065 $481,868 $2,090,762 $2,572,630 $1,620,314 $4,192,945 43 2065 2066 $491,793 $2,133,826 $2,625,619 $1,653,688 $4,279,307 44 2066 2067 $501,917 $2,177,751 $2,679,667 $1,687,729 $4,367,397 45 2067 2068 $512,243 $2,222,554 $2,734,797 $1,722,452 $4,457,248 46 2068 2069 $522,775 $2,268,254 $2,791,029 $1,757,868 $4,548,897 47 2069 2070 $533,518 $2,314,867 $2,848,385 $1,793,993 $4,642,378 48 2070 2071 $544,476 $2,362,413 $2,906,889 $1,830,840 $4,737,730 49 2071 2072 $555,654 $2,410,909 $2,966,563 $1,868,425 $4,834,988 50 2072 2073 $567,055 $2,460,376 $3,027,431 $1,906,760 $4,934,191 100% of Available Revenues:
$15,685,693 $68,058,191 $83,743,884 $52,744,242 $136,488,126 50-Year Present Value @ 6% $2,982,277 $12,939,712 $15,921,989 $10,028,114 $25,950,103 50% Contribution Scenario
$7,842,847 $34,029,095 $41,871,942 $26,372,121 $68,244,063 50-Year Present Value @ 6% $1,491,138 $6,469,856 $7,960,994 $5,014,057 $12,975,051 25% Contribution Scenario
$3,921,423 $17,014,548 $20,935,971 $13,186,061 $34,122,032 50-Year Present Value @ 6% $745,569 $3,234,928 $3,980,497 $2,507,029 $6,487,526 Fiscal Year
50-Year Nominal Total
50-Year Nominal Total
50-Year Nominal Total
Total City AB8 Available
Total City MVLF
Available Total City Available
Total County AB8
Available Total City + County
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Modesto EIFD - Available Revenues by Category - TOTAL All Areas 1 2023 2024 $46,756 $79,697 $126,453 $70,587 $197,039
2 2024 2025 $95,015 $162,187 $257,202 $143,595 $400,797 3 2025 2026 $144,817 $247,551 $392,368 $219,094 $611,462 4 2026 2027 $196,207 $335,870 $532,077 $297,153 $829,231 5 2027 2028 $392,824 $577,116 $969,940 $529,005 $1,498,946 6 2028 2029 $454,154 $678,086 $1,132,240 $619,481 $1,751,721 7 2029 2030 $534,297 $855,728 $1,390,024 $769,736 $2,159,760 8 2030 2031 $599,874 $965,086 $1,564,960 $867,442 $2,432,402 9 2031 2032 $667,493 $1,078,083 $1,745,576 $968,346 $2,713,923 10 2032 2033 $808,129 $1,265,608 $2,073,737 $1,147,864 $3,221,600 11 2033 2034 $881,418 $1,387,604 $2,269,022 $1,256,941 $3,525,963 12 2034 2035 $965,709 $1,551,592 $2,517,301 $1,398,980 $3,916,281 13 2035 2036 $1,043,716 $1,682,417 $2,726,133 $1,515,747 $4,241,880 14 2036 2037 $1,124,089 $1,817,460 $2,941,550 $1,636,223 $4,577,773 15 2037 2038 $1,206,893 $1,956,838 $3,163,731 $1,760,511 $4,924,242 16 2038 2039 $1,292,191 $2,100,670 $3,392,861 $1,888,714 $5,281,574 17 2039 2040 $1,380,051 $2,249,078 $3,629,129 $2,020,939 $5,650,067 18 2040 2041 $1,470,541 $2,402,188 $3,872,729 $2,157,295 $6,030,024 19 2041 2042 $1,563,731 $2,560,128 $4,123,860 $2,297,896 $6,421,756 20 2042 2043 $1,659,694 $2,723,031 $4,382,725 $2,442,856 $6,825,581 21 2043 2044 $1,745,705 $2,835,508 $4,581,213 $2,549,264 $7,130,476 22 2044 2045 $1,834,125 $2,951,000 $4,785,125 $2,658,548 $7,443,673 23 2045 2046 $1,925,016 $3,069,584 $4,994,600 $2,770,783 $7,765,383 24 2046 2047 $2,018,442 $3,191,336 $5,209,778 $2,886,042 $8,095,820 25 2047 2048 $2,114,468 $3,316,337 $5,430,804 $3,004,401 $8,435,205 26 2048 2049 $2,213,159 $3,444,666 $5,657,826 $3,125,938 $8,783,764 27 2049 2050 $2,314,586 $3,576,408 $5,890,994 $3,250,733 $9,141,727 28 2050 2051 $2,418,816 $3,711,648 $6,130,464 $3,378,868 $9,509,332 29 2051 2052 $2,525,923 $3,850,472 $6,376,394 $3,510,426 $9,886,821 30 2052 2053 $2,629,926 $3,987,360 $6,617,286 $3,638,975 $10,256,261 31 2053 2054 $2,700,895 $4,086,820 $6,787,715 $3,731,843 $10,519,559 32 2054 2055 $2,773,284 $4,188,269 $6,961,553 $3,826,569 $10,788,122 33 2055 2056 $2,847,121 $4,291,747 $7,138,868 $3,923,188 $11,062,056 34 2056 2057 $2,922,434 $4,397,295 $7,319,729 $4,021,741 $11,341,470 35 2057 2058 $2,999,254 $4,504,953 $7,504,207 $4,122,264 $11,626,471 36 2058 2059 $3,077,610 $4,614,765 $7,692,375 $4,224,797 $11,917,173 37 2059 2060 $3,157,534 $4,726,773 $7,884,306 $4,329,382 $12,213,688 38 2060 2061 $3,239,055 $4,841,021 $8,080,076 $4,436,058 $12,516,134 39 2061 2062 $3,322,207 $4,957,554 $8,279,762 $4,544,867 $12,824,629 40 2062 2063 $3,407,023 $5,076,418 $8,483,440 $4,655,853 $13,139,294 41 2063 2064 $3,493,534 $5,197,659 $8,691,193 $4,769,059 $13,460,251 42 2064 2065 $3,581,776 $5,321,325 $8,903,101 $4,884,528 $13,787,629 43 2065 2066 $3,671,783 $5,447,464 $9,119,246 $5,002,307 $14,121,553 44 2066 2067 $3,763,589 $5,576,126 $9,339,715 $5,122,442 $14,462,156 45 2067 2068 $3,857,232 $5,707,361 $9,564,593 $5,244,979 $14,809,572 46 2068 2069 $3,952,748 $5,841,221 $9,793,968 $5,369,967 $15,163,935 47 2069 2070 $4,050,174 $5,977,758 $10,027,931 $5,497,455 $15,525,386 48 2070 2071 $4,149,548 $6,117,025 $10,266,574 $5,627,492 $15,894,066 49 2071 2072 $4,250,910 $6,259,079 $10,509,989 $5,760,130 $16,270,119 50 2072 2073 $4,354,300 $6,403,973 $10,758,272 $5,895,421 $16,653,694 100% of Available Revenues:
$107,839,778 $164,144,940 $271,984,717 $149,772,723 $421,757,440 50-Year Present Value @ 6% $19,104,529 $29,760,579 $48,865,108 $27,000,938 $75,866,046 50% Contribution Scenario
$53,919,889 $82,072,470 $135,992,359 $74,886,362 $210,878,720 50-Year Present Value @ 6% $9,552,265 $14,880,290 $24,432,554 $13,500,469 $37,933,023 25% Contribution Scenario
$26,959,944 $41,036,235 $67,996,179 $37,443,181 $105,439,360 50-Year Present Value @ 6% $4,776,132 $7,440,145 $12,216,277 $6,750,234 $18,966,511 Fiscal Year
50-Year Nominal Total
50-Year Nominal Total
50-Year Nominal Total
Total City AB8 Available
Total City MVLF
Available Total City Available
Total County AB8
Available Total City + County
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Kosmont Companies
Mailing Address: 1601 N. Sepulveda Blvd., #382 (424) 297-1070 Physical Address: 1230 Rosecrans Ave., #630 Manhattan Beach, CA 90266 www.kosmont.com Manhattan Beach, CA 90266

Memorandum
To: City of Modesto, Community and Economic Development Bob Kimball, Marketing Specialist
Jorge T. Barrera, J.D., Economic Development Manager

From: Kosmont Companies
Joseph Dieguez, Senior Vice President
Fernando Sanchez, Vice President
Stephanie Ontiveros, Vice President
Date: July 28, 2022

Subject: Enhanced Infrastructure Financing District (EIFD) Feasibility Study Proposed Infrastructure Projects
I. BACKGROUND AND PURPOSE
Pursuant to Task 3 (Proposed Infrastructure Projects) of the Scope of Services under the Professional Services Agreement between the City of Modesto (“City”) and Kosmont Companies (“Kosmont”) for an Enhanced Infrastructure Financing District (“EIFD”) Feasibility Study, this Memorandum summarizes a preliminarily list of potential infrastructure projects to be funded with proceeds from a Tax Increment Financing (“TIF”) District, such as an EIFD, within the City (Task

3.1). This Memorandum additionally identifies potential complementary funding and financing sources to assist in funding the targeted projects (Task 3.2).

II. PRELIMINARY OUTLINE OF PROJECTS
The following categories of improvements have been identified as potential projects to be funded, at least in part, with TIF District proceeds (in no particular order):

Project Category Estimated Costs (where available)
1) Downtown
Master Plan
Supportive
Infrastructure
• $13.9M+ in roadway improvements in Transit Center Area • $11.3M+ in roadway improvements in Old Courthouse Block Area • $5.6M+ in roadway improvements in 10th Street Node Area • $10.7M+ in roadway improvements in West Modesto Node Area #4..
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• $62.4M+ in Streetscape and Active Transportation Improvements across Downtown (improves connectivity to Transit Center and Tuolumne River Regional Park)
• $16.7M+ in water infrastructure improvements across Downtown • $50M+ in open space and recreational infrastructure
2) Housing Plan
Supportive
Infrastructure
• Potential water, stormwater, sewer, telecommunications, natural gas, and electricity infrastructure improvements across the various Housing Development Opportunity Sites (costs TBD) 3) Miscellaneous • McHenry Avenue utility undergrounding (costs TBD) • Kiernan Business Park Specific Plan public improvements • Various fire suppression line improvements (costs TBD) • Water line replacements / improvements citywide (costs TBD) • Various potential parks, parking, public safety, storm drainage, transportation, wastewater, and water improvements in the City’s Capital Improvement Program (CIP) that may be unfunded or only partially funded
This preliminary list has been informed by Kosmont review of various planning documentation outlined in Section III below and discussions between Kosmont and City staff, reflecting significant previous stakeholder discussions in the context of previous planning and analysis exercises, such as the Downtown Master Plan.

Very importantly, it is expected that the ultimate list of targeted projects to be funded, as identified in the governing documentation for a TIF District (e.g., EIFD Infrastructure Financing Plan, or “IFP”), would continue to be revised through the evaluation and district formation process. In Kosmont’s experience, revisions have occurred during the actual formation hearings. It is additionally important to recognize that the governing documentation, including targeted projects, may additionally be revised over time.

This Memorandum is intended to outline preliminarily proposed infrastructure projects as a foundation for continued evaluation throughout the District evaluation and potential formation process.

III. SUPPORTING INFORMATION FOR INITIAL PROPOSED PROJECTS Projects eligible for TIF District funding have been identified in various planning and feasibility analyses and related documentation, including various levels of corresponding environmental analysis:
a) Modesto Downtown Master Plan (August 2020)1
b) Draft Modesto Housing Plan (March 2022)
1 https://www.modestogov.com/DocumentCenter/View/15439/Downtown-Master-Plan-PDF?bidId= #4..
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c) Modesto Capital Improvement Program 2022/2023 through 2026/20272 d) Kiernan Business Park Specific Plan3
TIF District funding is not envisioned as the only funding source for the identified projects, but rather one component of a larger funding and financing strategy. To this end, we are providing suggestions for potential complementary funding and financing sources.

IV. COMPLEMENTARY FUNDING AND FINANCING SOURCES
With or without TIF District implementation, the identified projects are well-suited to take advantage of other, complementary funding and financing tools, including:
a) Established impact fee programs
b) Overlapping special districts, such as Community Facilities Districts (“CFD”), where certain landowners are willing to approve additional special taxes on their properties to fund infrastructure improvements (and special taxes can be phased out as TIF district revenues grow)
c) State and federal grants
d) Sale or lease revenues from publicly owned properties e) Refinancing opportunities related to outstanding municipal debt (i.e., to general interest cost savings and/or near-term liquidity for revenue-generating economic development projects).

It is important to recognize that if the City did indeed pursue a TIF District, it would be able to leverage the TIF platform and its local funding commitment for increased priority / higher ranking for grant funding for these projects. These districts have been recognized explicitly by organizations such as the California Department of Housing and Community Development (“HCD”) as strong indications of a jurisdiction’s “pro-housing” or “pro-infrastructure” policy, exhibiting a local match for grant funds with long-term commitment via a special purpose entity (that can only fund housing and infrastructure by statute) and, in the ideal scenario, a partnership between multiple taxing entities, such as a city and a county. These types of commitments are interpreted by grant providers (and by potential private sector development and investment partners) as much stronger and “safer” than a simple general fund budget allocation, which can change as municipal administrations turnover (as has been evidenced time and time again).

To this end, Kosmont highlights below numerous specific grant programs that are well-suited as complementary funding for value capture implementation. 2 https://www.modestogov.com/ArchiveCenter/ViewFile/Item/3567 3 https://www.modestogov.com/817/Kiernan-Business-Park #4..
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1. California Infill Infrastructure Grant (“IIG”)
The IIG program is administered by the California Department of Housing and Community Development (HCD). The purpose of the program is to provide grants as gap funding for infrastructure improvements required for specific residential or mixed-use infill development.

Funds are allocated through a competitive process for public agencies, based on the merits of the individual infill projects and areas. Application selection criteria include housing density, project readiness, access to transit, proximity to amenities, and housing affordability. Historically, projects awarded have funded parks and open space, water, sewer, utilities, roadway, parking, transit linkages, sidewalks, streetscape and other related improvements.

Individual grants under this program can range up to $30 million in one application; however, a single project or area may receive up to $60 million over multiple cycles of the life of the IIG program. Eligible applicants for IIG funding for the Project would include a city, county, or a nonprofit or for-profit developer applying jointly with a city or county. Round 7 of this program was included in the Multifamily “Super NOFA” (Notice of Funding Availability) by California HCD with an application deadline of June 28, 2022. Subsequent rounds of funding are expected.

The Super NOFA also includes the Multifamily Housing Program (“MHP”) program by HCD, which offers low-interest, long-term deferred-payment loans for new construction, rehabilitation, and preservation of permanent and transitional rental housing for lower-income households.

2. California Affordable Housing and Sustainable Communities (“AHSC”) Grant The AHSC grant program is administered by the California Strategic Growth Council (SGC) and implemented by HCD (similar to IIG). AHSC funds land-use, housing, transportation, and land preservation projects to support infill and compact development that reduce greenhouse gas (GHG) emissions. Funding for the AHSC Program is provided from the Greenhouse Gas Reduction Fund (GGR”), an account established to receive Cap-and-Trade auction proceeds.

Projects eligible for funding include affordable housing developments, housing-related infrastructure, sustainable transportation infrastructure, transportation-related amenities, and certain program costs (e.g., transit ridership, workforce development partnerships).

AHSC provides grants and loans through a competitive application process, and no grant/loan award may exceed $30 million. Eligible applicants include any of the following:
• A locality, public housing authority, redevelopment successor agency, transit agency or transit operator, Regional Transportation Planning Agency (RTPA), local Transportation Commissions, Congestion Management Agencies, Joint Powers Authority (JPA), school district, facilities district, university or community college district • A developer or program operator
• A Federally Recognized Indian Tribe.

If a public agency has a financial or real property interest in the proposed project, the application must either include the public agency as a co-applicant or otherwise include a commitment to #4..
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enter into a contractual agreement to develop the project, if it is awarded. The most recent application period for AHSC (Round 6) closed June 8, 2021. Round 7 is expected to be released October 2022.

3. California Department of Transportation (CalTrans) – Active Transportation Program (ATP) Grants
• Eligible expenditures include biking and walking infrastructure and programs – community wide plans, active transportation projects with GHG reduction, safety enhancements, reduce childhood obesity, Safe Routes to Schools Program • Eligible applicants include cities, counties, transportation commissions, regional transportation planning agencies, metropolitan planning organizations (MPOs), school districts, and transit districts
• $250,000+ grants, no local match required, disadvantaged community preference (average award in 2019 was $4.4 million)
• Cycle 6 Call for Projects recently closed on June 15, 2022. Subsequent rounds of funding are expected.

4. CA State Transportation Agency (CTA) / Caltrans – Highway Safety Improvement Program (HSIP) Grants
• Federal aid program under FAST (2015) to reduce fatalities and serious injuries on all public roads – any public road or publicly owned bicycle or pedestrian pathway or trail • Local HSIP projects must be identified on the basis of crash experience, crash potential, crash rate, or other data-supported means
• Eligible applicants include cities and counties that can receive federal-aid highway funds • Awards of $100,000 to $10 million; 10% match requirement • HSIP Cycle 11 application due date is September 12, 2022.

5. CA Department of Parks and Recreation (DPR) – Prop 68 Grants • Various funding programs, including the Statewide Park Program (SPP) and Regional Park Program (RPP), for acquisition, development, expansion, or renovation of parks and open space
• Depending on the specific program, eligible applicants include cities, counties, district, joint powers authorities (JPAs), and nonprofits
• Award amounts depend on the program, but as an example, SPP grants range from $200,000 to $8.5 million per application (average award ~$4.1 million) • Application deadlines by program:
o Recreational Trails Program - April 7, 2022 (subsequent rounds expected) o Habitat Conservation Fund - April 7, 2022 (subsequent rounds expected) o Land and Water Conservation Fund – February 1, 2022 (subsequent rounds expected)
o Regional Parks Program –January 20, 2022 (subsequent rounds expected) #4..
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o Rural Recreation and Tourism Program (RRT) – January 20, 2022 (subsequent rounds expected)
o Outdoor Equity Grants Program – October 8, 2021 (subsequent rounds expected) o Locally-Operated State Parks Program –August 31, 2021 (subsequent rounds expected)
o Outdoor Recreation Legacy Partnership (ORLP) Program – June 18, 2021 (subsequent rounds expected)
o Statewide Park Program (SPP) - Round 4: $548.3 Million Available – March 12, 2021 (subsequent rounds expected)

6. U.S. Economic Development Administration (EDA) CARES Act Economic Adjustment Assistance (EAA) Grant
The EDA published an addendum to its fiscal year 2020 Public Works and Economic Adjustment Assistance (EAA) Notice of Funding Opportunity (“NOFO”) making $1.467 billion in Coronavirus Aid, Relief, and Economic Security (CARES) Act funding available to eligible grantees in communities impacted by the coronavirus pandemic.

Awards range from $100,000 to $30 million. Eligible projects to be funded include the construction of infrastructure, public works, or other facilities that will support economic recovery. Other eligible activities less relevant to the Project include, but are not limited to:
• Economic recovery planning
• Preparing technical assistance strategies to address economic dislocations caused by the pandemic
• Preparing, developing, or updating pandemic recovery and resilience strategies, including industry supply chain, cluster analyses, econometric analyses, diversification efforts, and travel and tourism-related marketing campaigns
• Implementing entrepreneurial support programs to diversify economies, including through Revolving Loan Funds or innovation grants
Eligible applicants include state and local governmental entities, institutions of higher education, not for-profit entities, and federally recognized tribes. There are no submission deadlines under this opportunity. Applications will be accepted on an ongoing basis until the publication of a new Notice of Funding Opportunity. Future funding allocations for this program are expected.

7. U.S. Department of Transportation: Reconnecting Communities Pilot Program - Planning Grants and Capital Construction Grants
• Deadline: October 13, 2022
• Amount:
o Planning grants are $100,000 to $2 million;
o Construction grants are $5 million to $100 million
• Match: Yes - Planning grants match is 20%; Capital construction grants are 50%. • Eligibility: States, local government, tribal government, MPO or nonprofit. • https://www.transportation.gov/grants/reconnecting-communities #4..
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• Reconnecting Communities Pilot Program will restore community connectivity by removing, retrofitting, or mitigating highways or other transportation facilities that create barriers to community connectivity, including to mobility, access, or economic development.

The Table below provides a high-level overview key characteristics for the grant programs identified.

Tool Estimated Funding
Capacity
Estimated Timing of
Funding
Process for
Implementation
1) IIG $2 to $30 million Pre-construction
(ideally shovel-ready)
Competitive application
(state level)
2) AHSC Grant $12 to $30 million Pre-construction
(ideally shovel-ready)
Competitive application
(state level)
3) CalTrans ATP
Grant $250K + Pre-construction (ideally shovel-ready)
Competitive application
(state level)
4) CTA /
Caltrans HSIP
Grant
$100K to $10 million Pre-construction
(ideally shovel-ready)
Competitive application
(state level)
5) CA Parks &
Recreation Prop
68 Grants
$200K to
$8.5 million +
Pre-construction
(ideally shovel-ready)
Competitive application
(state level)
6) EDA Cares
ACT EAA Grant $100K to $30 million Pre-construction (ideally shovel-ready) Competitive application
(federal level)
7) DOT
Reconnecting
Communities
$100K to $100 million Pre-construction
(ideally shovel-ready)
Competitive application
(federal level)

8. Federal Opportunity Zones (OZ)
While not strictly a funding or financing mechanisms that public agencies can deploy unilaterally, it is important to note that the EIFD study area has significant overlap with federally designated Opportunity Zone (OZ) census tracts.

OZs are census tracts that represent economically distressed communities where new investments may, under certain conditions, be eligible for preferential federal tax treatment and/or preferential consideration for federal grants and programs. The primary federal tax incentives available for OZs as of the time of this report are:
a) Capital Gains Tax Deferral: Can defer payment of federal taxes on the realized gains of the private sector investment into a qualifying business or real estate project as late as December 31, 2026;
b) Elimination of Taxes on Future Gains: If investment qualifies and is held in a qualifying investment for at least ten years, there is no requirement to pay federal capital gains taxes on any realized gains from the original investment.
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There is currently draft legislation in discussion at the federal level to extend the timeframe for these potential incentives beyond the current 2026 deadline.

While local agencies such as the City cannot control the designation or the benefits of the OZ program, there is opportunity to align these geographic areas with local value capture mechanisms such as TIF districts, such that value creation incentivized by the OZ program can be “captured” locally and utilized to set aside funding for public amenities and other infrastructure with community benefit.

V. SOURCES, USES, AND POTENTIAL TIMING
While the total costs of the potential projects eligible for TIF funding exceeds the current estimates of TIF funding and financing capacity, it would be expected that the complementary sources identified herein, among others, would be pursued in parallel. Importantly, it has been demonstrated in other jurisdictions that a TIF district would improve a jurisdictions competitiveness for such complementary funding sources, particularly in the case of grants.

The exact phasing and timing of potential projects to be funded has not yet been identified by staff and the Consultant team. In many cases, this does not occur until even after a TIF district is formed. It is Kosmont’s expectation that complementary funding sources such as impact fees, grants, developer advanced funding, and overlapping CFDs would be potentially well-suited as initial sources of funding for early phase / near-term infrastructure projects. TIF District revenues would then be expected to materialize as near-term / early phase private development occurs, generating new assessed property value within the TIF District and property tax increment funding capacity available for later phase / mid-term and long-term infrastructure improvements.

VI. NEXT STEPS
This Memorandum is intended to outline preliminarily proposed infrastructure projects as a foundation for continued evaluation throughout the District evaluation and potential formation process. This Memorandum additionally identifies potential complementary funding and financing sources which should additionally be considered and prioritized to assist in funding the targeted projects as evaluation and potential implementation move forward. #4..
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Kosmont Companies
Mailing Address: 1601 N. Sepulveda Blvd., #382 (424) 297-1070 Physical Address: 1230 Rosecrans Ave., #630 Manhattan Beach, CA 90266 www.kosmont.com Manhattan Beach, CA 90266

Memorandum
To: City of Modesto, Community and Economic Development Bob Kimball, Marketing Specialist
Jorge T. Barrera, J.D., Economic Development Manager

From: Kosmont Companies
Joseph Dieguez, Senior Vice President
Fernando Sanchez, Vice President
Stephanie Ontiveros, Vice President
Date: July 28, 2022

Subject: Enhanced Infrastructure Financing District (EIFD) Feasibility Study Next Steps for Implementation
I. BACKGROUND AND PURPOSE
Pursuant to Task 4 (Next Steps for Implementation) of the Scope of Services under the Professional Services Agreement between the City of Modesto (“City”) and Kosmont Companies (“Kosmont”) for an Enhanced Infrastructure Financing District (“EIFD”) Feasibility Study, this Memorandum summarizes potential next steps for implementation of an EIFD, including timing, administrative actions, and estimated budget.

II. EIFD FORMATION PROCESS AND TIMING
If the City desires to move forward with EIFD formation, there are a series of required steps as outlined in the table below, which includes an illustrative schedule of potential district formation milestones.

Formation of an EIFD would ideally occur prior to significant new development being completed and assessed for property value and property tax purposes, so that the value could indeed be “captured” by the EIFD, creating near-term funding capacity to fund targeted infrastructure and public improvement projects.
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Potential
Timing Task
Q3-Q4 2022 a) Conduct outreach / discussion among City staff and Council, County staff and Board of Supervisors, other relevant stakeholders
Q4 2022
b) Final determination of EIFD boundaries, tax increment contributions, targeted projects, governing Public Financing Authority (PFA) Board composition
Q4 2022 c) Participating taxing agencies adopt Resolution(s) of Intent (ROI) to form EIFD and formally establish PFA Board
Q1 2023 d) PFA directs the drafting of the Infrastructure Financing Plan (IFP) Q1 2023
e) Distribute draft IFP to property owners, affected taxing entities, City Council, County Board of Supervisors, planning commission, with corresponding projectrelated CEQA documentation Q1 2023 f) PFA holds an initial public meeting to present the draft IFP to the public and property owners
Q2 2023 g) PFA holds first “official” public hearing to hear written and oral comments but take no action (noticing must occur at least 30 days after “f”) Q2 2023 h) City Council / legislative bodies of other affected taxing entity contributing increment adopt resolution(s) approving IFP
Q2 2023 i) PFA holds second public hearing to hear additional comments and take action to modify or reject IFP (at least 30 days after “g”) Q3 2023
j) PFA holds third public hearing to consider oral and written protests and take action to terminate proceedings or adopt IFP and form the EIFD by resolution (at least 30 days after “j”)
Importantly, there is no formal vote required for EIFD formation (not a new tax). However, as noted in letter “j” above, landowners and residents within the EIFD have the opportunity to protest in writing or verbally at the third public hearing, if they object to the formation of the EIFD. There has not been a majority protest for any attempted EIFD formation so far in the state.

III. EIFD GOVERNING BOARD (PFA) COMPOSITION
The composition of the governing board of the EIFD, the Public Financing Authority (PFA), depends on the number of taxing entities allocating property tax increment to the EIFD. If the City were to implement an EIFD without participation from another taxing entity, the PFA would be comprised of three members of the City Council and two members of the public appointed by the City Council, for a total of five members.

There are no strict eligibility requirements for the public members, such as residence requirements (i.e., they are not required to live within the EIFD boundaries or even within the City). The process to appoint the public members is flexible under EIFD law. In Kosmont’s #4..
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experience, some City Councils choose to conduct an application process similar to other City boards and commissions. In other jurisdictions, the staff recommends specific individuals for City Council consideration, based on expertise in matters of economic development, public finance, infrastructure, or other related experience.

In the case of a multi-jurisdictional partnership, for example a situation where both the City and the County of Stanislaus (“County”) are allocating property tax increment to the EIFD, the membership is more flexible. The PFA is required to be at least five members (i.e., could be more), where the majority of the members are either members of the City Council or County Supervisors, and in any case, there must be at least two members of the public appointed by either the City Council or the County Board of Supervisors.

In other City/County EIFD partnerships across the state, the typical membership has been five members, including two members of the City Council, one County Supervisor (typically the Supervisor who represents the subject district), one public member appointed by the City Council, and one public member appointed by the County Board of Supervisors.

IV. SINGLE EIFD VS. MULTIPLE EIFDS
The City would have the option to pursue EIFD implementation as a single, non-contiguous district including multiple areas of the City, or as multiple, separate EIFDs within the City. Each option has advantages and disadvantages as outlined in the table below.

TIF District
Implementation
Approach
Advantages Disadvantages
A) Single, NonContiguous
EIFD including
Multiple Areas
of the City
• More overall funding and
financing flexibility and
efficiency (e.g., ability to
utilize revenues generated in
one area to pay for
improvements in another
area, fixed costs of future
debt issuance could be
spread across the entire
EIFD)
• Ease of administration (e.g.,
coordinating governing PFA
hearings, mailing notices to
property owners and
residents within the District)
• Potential less transparent
nexus between funding
generated within one area
and improvements paid for
to benefit that specific area
• Potential lower feasibility to
achieve County
partnership and funding
“match” in the TIF District,
if County is only interested
in specific areas and not all
EIFD areas
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• Ability to utilize “sub-areas”
not authorized for EIFDs via
recent legislation, which
allows for greater
transparency for larger
EIFDs including multiple,
non-contiguous areas
B) Multiple
EIFDs within
Modesto
• More transparent nexus
between funding generated
within an area and
improvements paid for to
benefit that area
• Potential higher feasibility to
achieve County partnership
and funding “match” in the
TIF District, if County is only
interested in specific areas
and not all EIFD areas
• Less overall funding and
financing flexibility and
efficiency (e.g., ability to
utilize revenues generated
in one area to pay for
improvements in another
area, fixed costs of future
debt issuance could be
spread across Cities)
• More difficult
administration (e.g.,
coordinating governing
PFA hearings, mailing
notices to property owners
and residents within the
District)
In Kosmont’s experience, the largest cities in the state (e.g., with population of approximately 500,000 or more) that have implemented or evaluated EIFDs, such as Los Angeles, Sacramento, and San Diego have been inclined to pursue multiple EIFDs due to the very different communities and objectives for various neighborhoods within those cities. Smaller cities, including most cities in the state that have implemented or evaluated EIFDs, have been inclined to pursue single, noncontiguous EIFDs, largely due to ease of administration and funding flexibility.

V. FUTURE DEBT ISSUANCE(S)
For EIFDs that have already been formed in California, underwriters of municipal securities have proposed several approaches for the leverage of tax increment for debt issuances, for example:
a) Leverage of tax increment only, based on completed (or nearly completed) new development / growth;
b) Leverage of tax increment only, based on completed improvements plus near-term future development / growth;
c) Overlapping EIFD and Community Facilities District (“CFD”) – Owners/developers in a specific area must be willing to pay CFD special taxes in the short term (e.g., 5-10 years) until EIFD tax increment reaches a level to cover debt service; #4..
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d) Tax increment with City or County general fund backstop (i.e., utilizing public agency credit, revenues, and/or assets to improve access to capital, at the expense of greater general fund risk exposure).

There are advantages and disadvantages with each approach (e.g., upfront proceeds available, public agency risk, cost of capital), and any potential EIFD/CFD debt structuring would necessitate close collaboration with City and/or County finance staff and advisors.

As with most special district financings, the process for a TIF district to issue debt (if debt is issued at all) is a separate undertaking, comprised of several major steps, which may vary based on specific financing structure:

1. Assemble financing team (e.g., municipal advisor, bond counsel, underwriter, appraiser, absorption study consultant)

2. Identify financing structure, key terms, gather information for credit package

3. Prepare bond documents, authorizing resolutions, other documents as appropriate (certifications, appraisal, absorption analysis, preliminary official statement – documentation may vary based on structure)

4. PFA adopts resolution approving bond documents, bond purchase contract, official statement, continuing disclosure agreements, etc.

5. Bond sale (negotiate pricing, finalize terms and official statement)

6. Bond closing (agreements executed and delivered, bond proceeds wired to PFA for projects, bonds released to purchaser(s).

It is estimated that the timing for such a debt issuance would be in the range of six (6) to nine (9) months.

VI. PRIVATE SECTOR PARTNERSHIP APPROACHES
Additional funding alternatives are available if private sector partners (e.g., landowners, developers, major employers) are willing to advance infrastructure funding in exchange for reimbursement from future EIFD revenues, as has been done in other California jurisdictions (e.g., County of Madera, City of Carson). Such structures may be documented via reimbursement agreement, development agreement, or other alternatives.

VII. ESTIMATED COSTS
The table below provides an estimated of potential costs to the City for formation of an EIFD. #4..
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Formation Task Estimated One-Time Costs
Economic consultant or municipal advisor for
preparation of Infrastructure Financing Plan
(IFP), financial / fiscal / bonding capacity
analyses, drafting of staff reports, public notices,
public meeting and hearing presentations
$75,000 to $100,000
Special counsel for review of resolutions, legal
opinions on structure
Optional (City Attorney’s office may
alternatively provide internally) - $25,000
to $75,000
Engineer / surveyor for preparation of map and
legal description
Optional (Public Works / Engineering staff
may alternatively provide internally) -
$35,000 to $65,000
Clerk costs for mailing notices, newspaper
notices
Largely depends on size of the district,
number of property owners and residents
$2,500 to $10,000
Estimated Total Formation Costs $77,500 to $250,000
Ongoing administrative costs would be estimated between $20,000 and $40,000 for annual public hearing and reporting requirements, as well as any revenue calculation work by the County. This could be outsourced to economic consultant or municipal advisor or handled by City staff.

Costs for any future debt issuance(s) would largely be funded from the proceeds from such debt issuance(s).
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Prepared by:

Kosmont Companies
Enhanced Infrastructure
Financing District (EIFD)
Feasibility Analysis Summary
September 2022
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Introduction and Background
2 • City is evaluating EIFD as a potential funding and financing tool for infrastructure in multiple opportunity site areas across the City (e.g., Downtown, Golf Course, Thurman Field, McHenry Avenue Corridor, Kiernan Business Park)
• Goal is to fund public projects and infrastructure to catalyze economic development (not adding a new tax)
• Greatest fiscal benefit would include County partnership (not a guarantee, requires negotiation) • Subject to feedback from City staff and Council, immediate next steps could include initial County outreach to determine viability for partnership
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Outline
Communicating in a Digital World
3 1. Overview of TIF / EIFD

2. District Boundary and Strategic Considerations

3. Targeted Infrastructure

4. Potential Financing and Funding Plan

5. Next Steps
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4 $0M
$100M
$200M
$300M
$400M
$500M
$600M
0 5 10 15 20 25 30 35 40 45 50 55
Baseline Property Value
Property taxes continue to flow to City / County / Schools / Other Taxing Entities as normal New Property Value from
New Development / Rehabilitation
Available to TIF District
Years from District Formation
Assessed
Property Value
(A/V) within
TIF District
Boundaries
New Total
Value After
TIF District
Benefits all
Taxing Entities
Period of New
Development
Note: Illustrative. Conservative 2% growth of existing assessed value (A/V) shown; does not include mark-to-market increases associated with property sales.

What is Tax Increment Financing (TIF) –Not a New Tax
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5 Mechanics of TIF / EIFD
Private property
investment or new
development
Increased property
tax revenue from
new property value
Deposited in
separate EIFD
fund
Funds pay for public
improvements

NOT A NEW TAX
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EIFD Fundamentals
Communicating in a Digital World
6 45 years from first bond issuance Long Term
Districts
Governance Public Financing Authority (PFA) implements Infrastructure Financing Plan (IFP) Approvals Mandatory public hearings for formation with protest opportunity; no public vote Any property with useful life of 15+ years & of communitywide significance; purchase, construction, expansion, improvement, seismic retrofit, rehabilitation, and maintenance Eligible
Projects

NOT A NEW TAX
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Types of Projects EIFD Can Fund
Partial List
7 Roadway / Parking / Transit
Brownfield Remediation
Water / Sewer / Storm / Flood Parks / Open Space / Recreation Childcare Facilities & Libraries Affordable Housing
Broadband Small Business /
Nonprofit Facilities
Wildfire Prevention / Other
Climate Change Response
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Why are Public Agencies Authorizing EIFDs?
Communicating in a Digital World
8 1. Return on Investment: Private sector investment induced by district commitment accelerates growth of net fiscal revenues, job creation, housing production, essential infrastructure improvements

2. Ability to attract additional funds (“OPM”) – tax increment from other entities (county, special districts), federal / state grants / loans (e.g., for transit oriented development, water, housing, parks, remediation)
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TIF Districts in Progress
Statewide
(Partial List)
Fully Formed In Formation Process Under Evaluation
Jurisdiction Purpose
Azusa Housing and transit-supportive infrastructure
Brentwood Housing and transit-supportive infrastructure Buena Park Mall reimagination, housing-supportive infrastructure Carson + L.A. County Remediation, housing infrastructure, recreation Coachella Valley Association of Govts (CVAG) Cities Housing and transit-supportive infrastructure Covina Housing and transit-supportive infrastructure
El Cajon Housing and transit-supportive infrastructure
El Segundo + L.A. County Various infrastructure, regional connectivity Fairfield Housing and transit-supportive infrastructure Fontana Housing, mixed-use and industrial infrastructure Fresno Housing and transit-supportive infrastructure
Fresno County Industrial and commercial supportive infrastructure Humboldt County Coastal mixed-use & energy supportive infrastructure Indian Wells Housing and tourism-supportive infrastructure Imperial County Housing and greenfield infrastructure
La Verne + L.A. County Housing and transit-supportive infrastructure Long Beach (Multiple Areas) Housing and transit-supportive infrastructure Los Angeles (Downtown, San Pedro) Housing and transit-supportive infrastructure Los Angeles County Uninc. West Carson Housing / bio-science / tech infrastructure Madera County (3 Districts) Greenfield infrastructure (water / sewer) Modesto + Stanislaus County Housing, transit, recreation-supportive infrastructure Mount Shasta + Siskoyou County Rural Brownfield site mixed-use infrastructure Napa Housing and transit-supportive infrastructure
Oakland Affordable housing and housing-supportive infrastructure Ontario Housing and transit-supportive infrastructure
Palmdale + L.A. County Housing and transit-supportive infrastructure Pittsburg Housing and transit-supportive infrastructure Placentia + Orange County Housing and transit-supportive infrastructure Rancho Cucamonga Housing and transit-supportive infrastructure Redlands Housing and mixed-use supportive infrastructure Redondo Beach + L.A. County Parks / open space, recreation infrastructure Riverside Housing and transit-supportive infrastructure Sacramento County (Unincorporated) Industrial / commercial supportive infrastructure San Bernardino County (Unincorporated) Transit-supportive infrastructure San Jose Housing and transit-supportive infrastructure
Sanger Housing and commercial supportive infrastructure Santa Ana Housing and transit-supportive infrastructure South Gate Housing and transit-supportive infrastructure West Santa Ana Branch Transit Corridor Cities Housing and transit-supportive infrastructure Yucaipa Housing and transit-supportive infrastructure
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Map of EIFD Study Areas
10 Source: City of Modesto, Stanislaus County Auditor-Controller (2022) • Approx.1,795 acres (6.3% of Citywide acreage)
• Approx.$960M in existing assessed value (5.3%
of Citywide A/V)
• Areas positioned for future growth, adopted
plans, in need of catalytic infrastructure
Kiernan
Business Park
Downtown /
Golf Course /
Thurman Field
McHenry Ave.

Corridor
Area Acreage Existing AV
Downtown 909 AC $589M
McHenry Ave 447 AC $323M
Kiernan BP 515 AC $48M
Total 1,795 AC $960M
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11 Source: Modesto Downtown Master Plan (August 2020), Draft Modesto Housing Plan (March 2022), Modesto Capital Improvement Program 2022/2023 through 2026/2027 Potential Targeted Infrastructure Improvements
Preliminary List
• Even after district formation, additional projects could be prioritized in the future, based on future planning and study • Projects are often prioritized based on capacity to catalyze and support future development while delivering significant communitywide benefits
Potential Project
Categories Estimated Costs (where available)
1) Downtown Master
Plan Supportive
Infrastructure
• $13.9M+ in roadway improvements in Transit Center Area • $11.3M+ in roadway improvements in Old Courthouse Block Area • $5.6M+ in roadway improvements in 10th Street Node Area • $10.7M+ in roadway improvements in West Modesto Node Area • $62.4M+ in Streetscape and Active Transportation Improvements across Downtown (inc. transit / park connectivity) • $16.7M+ in water infrastructure improvements across Downtown • $50M+ in open space and recreational infrastructure
2) Housing Plan
Supportive
Infrastructure
• Potential water, stormwater, sewer, telecommunications, natural gas, and electricity infrastructure improvements across the various Housing Development Opportunity Sites (costs TBD) 3) Miscellaneous
• McHenry Avenue utility undergrounding (costs TBD)
• Kiernan Business Park Specific Plan public improvements • Various fire suppression line improvements (costs TBD) • Water line replacements / improvements citywide (costs TBD) • Various potential parks, parking, public safety, storm drainage, transportation, wastewater, and water improvements in the City’s Capital Improvement Program (CIP) that may be unfunded or only partially funded #4..
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12 Potential Partner Agencies
Property Tax Distribution
 Primary non-school recipients and potential
contributors of property tax are City of Modesto
and County of Stanislaus
 City share varies by area and averages ~10% of
every $1 collected in property taxes within the
EIFD Study Area
 City additionally receives equivalent of ~10% of
property tax in lieu of MVLF, also available to EIFD
 County share varies by area and averages ~11%
 County additionally receives equivalent of ~13%
of property tax in lieu of MVLF, also available to
EIFD, but not incorporated into this analysis to be
conservative
 School-related entities cannot participate
As counties tend to rely more heavily on property tax revenue sources generated by new development within incorporated jurisdictions, it is Kosmont’s experience that it is not reasonable to assume allocation of property tax in lieu of MVLF by the County. As cities benefit from additional non-property tax revenue sources (e.g., sales tax, transient occupancy tax) from new development, it is Kosmont’s experience that it is reasonable for cities to consider contributing property tax in lieu of MVLF.

Tax Rate Area (TRA) weighted average distributions for EIFD Study Area shown. Post-ERAF (Education Revenue Augmentation Fund) distribution.

Parcels within former Redevelopment Agency Project Areas are subject to RPTTF revenue flow until expiration of ROPS obligations of ~$53.4M anticipated in 2031.

Source: Stanislaus County Auditor Controller (2022)
City
9% County
11%
Other / School
Entities (not eligible)
80%
Weighted Average Property Tax Distribution
within EIFD Study Area
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13 Revenue and Bonding Capacity by
Revenue Allocation Scenario –Total All Areas
EIFD Revenue
Allocation Scenario
Year 5
Accumulated
Revenue +
Bonding
Capacity*
Year 10
Accumulated
Revenue +
Bonding
Capacity*
50-Year
Present-Value
@ 6%
Discount Rate
50-Year
Nominal
Total
A) City 25% $2,172,000 $6,593,000 $11,488,000 $64,168,000 B) City 50% $5,006,000 $13,849,000 $22,977,000 $128,335,000 C) City 25% + County 25% $3,966,000 $11,339,000 $18,967,000 $105,439,000 D) City 50% + County 50% $8,595,000 $23,341,000 $37,933,000 $210,879,000 City allocation includes allocation from both AB8 + MVLF in-lieu. County allocation does not include MVLF in-lieu. * Bonding capacity assumes Year 5 is first bond issuance for EIFD. “Year 5 means fifth year of revenue following district formation. Net proceeds shown. Bondable revenue assumes $25,000 admin charge, 125% debt service coverage. 6.0% interest rate; 30-year term. Proceeds net of 2% underwriter's discount, estimated reserve fund (maximum annual debt service), costs of issuance estimated at $350,000.

Source: Kosmont Transactions Services (KTS), registered municipal advisor. #4..
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14 Potential Cash Flow / Debt Issuance Approaches
• Kosmont Transactions Services is in active discussions with public finance underwriters regarding EIFD debt issuances in other jurisdictions
• Underwriters have proposed several approaches for the leverage of EIFD tax increment for accelerated debt issuance (e.g., 2-3 years from EIFD formation), for example:
a) EIFD increment only, based on completed (or nearly completed) improvements b) EIFD increment only, based on completed improvements PLUS near-term growth c) Overlapping EIFD and CFD (CFD Backstop) – landowners / developers must be willing to pay CFD special taxes in the short term (e.g., 5-10 years) until EIFD increment reaches a level to cover debt service
d) EIFD increment with City or County general fund backstop • There are advantages and disadvantages with each approach (e.g., upfront proceeds available, public agency risk, cost of capital)
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15 Private Sector Partnership Approaches
• Outside of debt issuance alternatives, certain other EIFDs have negotiated partnerships with private sector landowner / developer partners (e.g., Madera County EIFDs, Carson / L.A.

County EIFD)
• Private sector may be willing to advance infrastructure funding in exchange for reimbursement from EIFD proceeds
• Could be documented via Reimbursement Agreement, Development Agreement, other alternatives
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16 EIFDs work better with a City/County Partnership
Other Public Sources
 Cap-and-Trade / HCD grant & loan
programs (AHSC, IIG, TCC,CERF)
 Prop 68 parks & open space grants
 Prop 1 water/sewer funds
 Caltrans ATP / HSIP grants
 Federal EDA / DOT / EPA funding
 Federal ARPA, Invest Act, IIJ Act
Other Private Sources
 Development Agreement / impact fees
 Benefit assessments (e.g., contribution from CFD)
 Private investment
• Ideal strategy includes City and County partnership
• EIFDs which involve a City / County joint effort are more likely to win state grant funding sources • EIFDs explicitly increase scoring for CA state housing grants (e.g., IIG, AHSC, TCC) #4..
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17 Illustrative EIFD Formation Schedule
 Tax increment allocation begins fiscal year following district formation  Debt issuance, if desired, would occur after a stabilized level of tax increment has been established Target Date Task
Q3-Q4 2022 a) Conduct outreach / discussion among City staff and Council, County staff and Board of Supervisors, other relevant stakeholders
Q4 2022 b) Final determination of EIFD boundaries, tax increment contributions, targeted projects, governing Public Financing Authority (PFA) Board composition
Q4 2022 c) Participating taxing agencies adopt Resolution(s) of Intent (ROI) to form EIFD and formally establish PFA Board Q1 2023 d) PFA directs the drafting of the Infrastructure Financing Plan (IFP) Q1 2023 e) Distribute draft IFP to property owners, affected taxing entities, City Council, County Board of Supervisors, planning commission, with corresponding project-related CEQA documentation Q1 2023 f) PFA holds an initial public meeting to present the draft IFP to the public and property owners Q2 2023 g) PFA holds first “official” public hearing to hear written and oral comments but take no action (noticing must occur at least 30 days after “f”)
Q2 2023 h) City Council / legislative bodies of other affected taxing entity contributing increment adopt resolution(s) approving IFP
Q2 2023 i) PFA holds second public hearing to hear additional comments and take action to modify or reject IFP or CRIA Plan (at least 30 days after “g”)
Q3 2023 j) PFA holds third public hearing to consider oral and written protests and take action to terminate proceedings or adopt IFP and form the EIFD by resolution (at least 30 days after “j”) #4..
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18 Next Steps
• Receive and incorporate feedback from City staff and City Council • Refinement of assumptions accordingly (e.g., boundaries, targeted projects) • Discussion with potential partners (e.g., County) to determine feasibility for implementation and cooperation, “return on investment” / fiscal impact analysis for City and potential partners • Pursue district formation to establish base year for incremental value growth as soon as feasible (first action would be City/County adoption of a Resolution of Intent) • Pursue opportunities for external funding sources (e.g., IIG and AHSC grants), ideally under joint City/County EIFD platform for greater priority
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19 THANK YOU
Questions?
Kosmont Companies
1601 N. Sepulveda Blvd. #382 Manhattan Beach, CA 90266
Ph: (424) 297-1070 | Fax: (424) 286-4632
www.kosmont.com
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Disclaimer
20 The analyses, projections, assumptions, rates of return, and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Project pro forma and tax analyses are projections only. Actual results may differ from those expressed in this analysis.

Municipal Advisory activities are conducted through Kosmont Companies’ affiliate, Kosmont Transaction Services, which is Registered as a Municipal Advisor with the SEC and MSRB. #4..
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Communicating in a Digital World
21 Appendix
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Public Financing Authority (PFA) Members
Communicating in a Digital World
22 • City-Only EIFD Scenario: PFA consist of five members, including, three members of the City Council and two members of the public appointed by the City Council • If partnering with other taxing entity (e.g., City / County): PFA consist of five members, including two members of the City Council, one member of the County Board of Supervisors, one public member appointed by the City Council, and one public member appointed by the County • Public member appointment is flexible (e.g., open application process versus specific recommendations by staff / Council)
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23 EIFD versus Former Redevelopment Agencies
Sample of Differences
Former RDAs EIFDs
Eligible Use of Funds • Infrastructure and affordable
housing
• Market-rate housing
• Land clearing and parcel assembly
• Tax and other private business /
developer subsidies
• Public infrastructure (e.g., roads,
sewers, open space, utilities)
• Affordable housing
Eminent Domain /
Condemnation
• Allowed • Not allowed
Eligible Areas • Must qualify as “blighted” • No “blight” finding required Governance • City Council or County Board
• School entity participation
• Public Financing Authority including
Public Members (no school entities)
Formation • Vote of governing body • 3 public hearings, majority protest opportunity
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EIFDs as a Component of the Economic Development
and Public Financing Toolkit
Communicating in a Digital World
24 • There are advantages / disadvantages to EIFD compared to other mechanisms, such as general obligation (GO) bonds, lease revenue bonds / COPs, Mello-Roos Community Facilities District (CFD) financing, assessment districts, and other tools
• Advantages of EIFD include no encumbrance of existing city/county resources, can attract tax increment contributions from other taxing entities, increased priority for grant funding, ability to demonstrate commitment to multiple infrastructure (and/or affordable housing) projects to catalyze private sector development, capacity to fund maintenance, no additional taxes to property owners / residents / businesses, and ease of voter approval • Disadvantages of EIFD include lack of comparable financings thus far, statutory vs. constitutional authority to issue debt, and subordination to redevelopment successor agency obligations • Advantages of EIFD vs. Other CA TIF Tools (e.g., CRIA, IFD, IRFD, AHA, SIFD) include flexibility in delineating project areas, capacity to dedicate property tax in lieu of MVLF, district duration, and governing board composition and corresponding implications for taxing entity partnership • Complementary Tool: EIFD should not be considered a replacement for other useful financing mechanisms, but rather a complementary tool; other jurisdictions have been successful in utilizing EIFD as well as other tools for different projects within the same community
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Comparison of TIF/EIFD and Other Tools
Communicating in a Digital World
25 District Type Description Revenue
Source
Approval
Structure
Use of
Funds
TIF (e.g. EIFD, CRIA,

IFD, IRFD)
Incremental property tax
revenues from new
development used to fund
local infrastructure.

Max term is 45 years from
approval to issue debt.

Incremental (new
development) property tax
revenues (incl. VLF) – does not
increase taxes
District formation – No vote,
but majority protest
opportunity by landowners
and registered voters
Bond issuance – None
• Infrastructure of regional or
communitywide significance
• Maintenance
• Affordable housing
Mello-Roos Community
Facilities District (CFD)
and/or Assessment
District
Additional assessment or
“special tax” used to fund
infrastructure / services that
benefit property.

Max term is 40 years from
date of debt issuance.

New property assessment or
tax – appears as separate line
item on tax bill
District formation – 2/3 vote of
landowners or registered
voters in district*
Bond issuance – vote of elected
body (City)
• Infrastructure capital
expenditures of benefit to
landowners
• Maintenance
• Public services (e.g. safety,
programs)
General Obligation Voter-approved debt that is
repaid with “override” to 1%
tax levy; City-wide
Direct property tax levied on
all properties at same millage
rate
2/3 vote of registered voters in
entire City
• In accordance with bond
plebiscite
Lease Revenue / COPs General Fund-supported
borrowing, generally utilizing
City-owned assets to be
leased and leased back
General Fund (or other legally
available revenues as
determined by City)
Vote of elected body (City) • In accordance with bond
authorization
 Potential funding strategy can utilize MULTIPLE mechanisms * For CFD formation, a vote of registered voters within the district boundary is required if 12 or more registered voters live therein (otherwise a vote of landowners prorated by acreage). #4..
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26 Future Development Assumptions – Downtown
Absorption Assumed over 30 Years
Note: AV at buildout values in current 2022 dollars..

Source: City of Modesto Downtown Master Plan, discussion with Economic Development and Planning staff, CoStar (2022) Area # Units / SF Estimated
AV Factor
Estimated
Total AV at Buildout
Community Recreational Infrastructure TBD TBD $75 million Rental Residential 1,250 units $250,000 per unit $313 million Hotel 250 rooms $225,000 per room $56 million
Commercial / Retail 250,000 SF $225 PSF $56 million
Office 740,000 SF $195 PSF $144 million
Industrial / Flex 582,000 SF $145 PSF $84 million
Total New Development Assumed within EIFD Study Area $729 million #4..
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27 Future Development Assumptions –McHenry Ave Corridor Absorption Assumed over 30 Years
Note: AV at buildout values in current 2022 dollars..

Source: City of Modesto General Plan and Zoning Code, discussion with Economic Development and Planning staff, CoStar (2022) Area # SF or Units Estimated
AV Factor
Estimated
Total AV at Buildout
Rental Residential 300 units $250,000 per unit $75 million Hotel 125 rooms $225,000 per room $28 million
Industrial / Flex 175,000 SF $145 PSF $25 million
Total New Development Assumed within EIFD Study Area $129 million #4..
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28 Future Development Assumptions –Kiernan Business Park Absorption Assumed over 30 Years
Area # SF or Units Estimated
AV Factor
Estimated
Total AV at Buildout
For-sale Residential 600 units $500,000 per unit $300 million Rental Residential 1,000 units $250,000 per unit $250 million Hotel 200 rooms $225,000 per room $45 million
Commercial / Retail 75,000 SF $225 PSF $17 million
Office 100,000 SF $195 PSF $20 million
Industrial / Flex 175,000 SF $145 PSF $25 million
Total New Development Assumed within EIFD Study Area $657 million Note: AV at buildout values in current 2022 dollars..

Source: City of Modesto Kiernan Business Park Specific Plan, discussion with Economic Development and Planning staff, CoStar (2022) #4..
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29 Revenue and Bonding Capacity by
Revenue Allocation Scenario – Downtown Only
EIFD Revenue
Allocation Scenario
Year 5
Accumulated
Revenue +
Bonding
Capacity*
Year 10
Accumulated
Revenue +
Bonding
Capacity*
50-Year
Present-Value
@ 6%
Discount Rate
50-Year
Nominal
Total
A) City 25% $1,052,000 $3,300,000 $6,325,000 $35,949,000 B) City 50% $2,765,000 $7,261,000 $12,650,000 $71,898,000 C) City 25% + County 25% $1,912,000 $5,288,000 $9,500,000 $53,996,000 D) City 50% + County 50% $4,486,000 $11,239,000 $19,000,000 $107,993,000 City allocation includes allocation from both AB8 + MVLF in-lieu. County allocation does not include MVLF in-lieu. * Bonding capacity assumes Year 5 is first bond issuance for EIFD. “Year 5 means fifth year of revenue following district formation. Net proceeds shown. Bondable revenue assumes $25,000 admin charge, 125% debt service coverage. 6.0% interest rate; 30-year term. Proceeds net of 2% underwriter's discount, estimated reserve fund (maximum annual debt service), costs of issuance estimated at $350,000.

Source: Kosmont Transactions Services (KTS), registered municipal advisor. #4..
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30 Revenue and Bonding Capacity by
Revenue Allocation Scenario –McHenry Only
EIFD Revenue
Allocation Scenario
Year 5
Accumulated
Revenue +
Bonding
Capacity*
Year 10
Accumulated
Revenue +
Bonding
Capacity*
50-Year
Present-Value
@ 6%
Discount Rate
50-Year
Nominal
Total
A) City 25% $69,000 $529,000 $1,911,000 $11,111,000
B) City 50% $165,000 $1,719,000 $3,822,000 $22,222,000
C) City 25% + County 25% $108,000 $1,194,000 $2,979,000 $17,321,000 D) City 50% + County 50% $628,000 $3,051,000 $5,957,000 $34,642,000 City allocation includes allocation from both AB8 + MVLF in-lieu. County allocation does not include MVLF in-lieu. * Bonding capacity assumes Year 5 is first bond issuance for EIFD. “Year 5 means fifth year of revenue following district formation. Net proceeds shown. Bondable revenue assumes $25,000 admin charge, 125% debt service coverage. 6.0% interest rate; 30-year term. Proceeds net of 2% underwriter's discount, estimated reserve fund (maximum annual debt service), costs of issuance estimated at $350,000.

Source: Kosmont Transactions Services (KTS), registered municipal advisor. #4..
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31 Revenue and Bonding Capacity by
Revenue Allocation Scenario –Kiernan Only
EIFD Revenue
Allocation Scenario
Year 5
Accumulated
Revenue +
Bonding
Capacity*
Year 10
Accumulated
Revenue +
Bonding
Capacity*
50-Year
Present-Value
@ 6%
Discount Rate
50-Year
Nominal
Total
A) City 25% $160,000 $1,441,000 $3,253,000 $17,107,000
B) City 50% $751,000 $3,544,000 $6,505,000 $34,215,000
C) City 25% + County 25% $747,000 $3,532,000 $6,488,000 $34,122,000 D) City 50% + County 50% $2,156,000 $7,727,000 $12,975,000 $68,244,000 City allocation includes allocation from both AB8 + MVLF in-lieu. County allocation does not include MVLF in-lieu. * Bonding capacity assumes Year 5 is first bond issuance for EIFD. “Year 5 means fifth year of revenue following district formation. Net proceeds shown. Bondable revenue assumes $25,000 admin charge, 125% debt service coverage. 6.0% interest rate; 30-year term. Proceeds net of 2% underwriter's discount, estimated reserve fund (maximum annual debt service), costs of issuance estimated at $350,000.

Source: Kosmont Transactions Services (KTS), registered municipal advisor. #4..
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32 Kosmont Proposed Work Plan for EIFD Formation
1) Stakeholder Outreach and Resolution of Intention
2) Fiscal and Economic Impact Analysis
3) Infrastructure Financing Plan (IFP) Preparation
4) IFP Approval and EIFD Formation Hearings
Estimated budget of $62,500 (not to exceed)
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AGREEMENT TRANSMITTAL SHEET
Subject of Agreement:

Vendor Name: Division:

Contact Person: Extension:

Attorney Reviewer Name:

The attached agreement is the final agreement approved by Council on and pulled from Unity for routing via DocuSign.

The attached agreement is the final version approved through the under $50,000 Unity Workflow review and pulled from Unity for routing via DocuSign.

PINS Approval Business License
Council Agenda Report 700 Form (for Consultants)
Signed or Unsigned Resolution W-9
Council Meeting Minutes (Only if unsigned
Resolution is provided)
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB

ENHANCED INFRASTRUCTURE FINANCING DISTRICT (EIFD) FEASABILITY STUDY
Economic
Development
Erica Hunt
X
X
X
X
75270
Alex Mog
Kosmont Companies, LLC
Enter Council Date
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CITY OF MODESTO PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT, made and entered into in the City of Modesto, State of California, this day of , 2022 (“Effective Date”), by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "City", and Kosmont & Associates, Inc., a California corporation, doing business as “Kosmont Companies,” hereinafter referred to as "Consultant."
This Agreement is made with regard to the following recitals:

A. The City has determined that a Feasibility Study should be prepared for the City to assist it in assessing the merit of establishing an Enhanced Infrastructure Financing District (EIFD).

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

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

1. SCOPE OF SERVICES.

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

2. TERM OF AGREEMENT.

This Agreement is effective as of the date first written above and will continue in effect until City's acceptance of and payment for all services authorized by City and DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB 8th February
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performed by Consultant, unless terminated earlier in accordance with the provisions of the termination clause in this Agreement.

City hereby gives Consultant notice to proceed with the preparation of the project in the manner described in Exhibit "A", as of the Effective Date of this agreement.

Consultant shall diligently proceed with the preparation of the project and agrees to complete said preparation within the time period set forth in Exhibit "A".

3. COMPENSATION.

Consultant agrees to accept a sum not to exceed FORTY-NINE THOUSAND, SEVEN HUNDRED THIRTY-FOUR AND 00/100 DOLLARS ($49,734.00) as full remuneration for performing all services and furnishing all staffing and materials called for in Exhibit "A" and for performance by Consultant of all of its duties and obligations under this Agreement.

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

All work to be performed under this Agreement shall be billed at the rates set forth in Exhibit “B” attached hereto, Consultant shall submit monthly invoices to City which include detailed tasks, hours worked, and billable rates for all work completed, and detailed receipts for any out-of-pocket, reimbursable costs paid by Consultant in connection with work performed on this project.

4. OBLIGATIONS OF CONSULTANT.

Throughout the term of this Agreement, Consultant shall possess, or secure all licenses, permits, qualifications and approvals legally required to conduct business. Consultant warrants that it has all of the necessary professional capabilities and experience, as well as all tools, instrumentalities, facilities and other resources necessary to provide the City with the services DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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contemplated by this Agreement. Consultant further warrants that it will follow the best current, generally accepted and professional practices to make findings, render opinions, prepare factual presentations, and provide professional advice and recommendations regarding this project.

5. PERFORMANCE BY KEY EMPLOYEE.

Consultant has represented to City that JOSEPH DIEGUEZ, SENIOR VICE PRESIDENT, will be the person primarily responsible for the performance of the services referred to in this Agreement. City has entered into this Agreement in reliance on that representation by Consultant. Consultant therefore agrees that fifty percent (50%) or more of the time to be devoted to the project that is the subject of this Agreement will be that of the abovenamed person.

6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

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

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

All materials, documents, data or information obtained from the City data files or any City medium furnished to Consultant in the performance of this Agreement will at all DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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times remain the property of the City. Such data or information may not be used or copied for direct or indirect use by Consultant after termination of this Agreement without written consent of the City.

7. NEWS AND INFORMATION RELEASE.

8. INTEREST OF CONTRACTOR.

Consultant warrants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. Consultant warrants that, in performance of this Agreement, Consultant shall not employ any person having any such interest.

9. AMENDMENTS.

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

10. INDEPENDENT CONTRACTOR.

All acts of Consultant, its agents, officers, and employees and all others DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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acting on behalf of Consultant relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers, or employees of City. Consultant, by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of City. Consultant has no authority or responsibility to exercise any rights or power vested in the City. No agent, officer, or employee of the City is to be considered an employee of Consultant. It is understood by both Consultant and City that this Agreement shall not under any circumstances be construed or considered to create an employer-employee relationship or a joint venture.

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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It is understood and agreed that as an independent contractor and not an employee of City neither the Consultant or Consultant's assigned personnel shall have any entitlement as a City employee, right to act on behalf of the City in any capacity whatsoever as an agent, or to bind the City to any obligation whatsoever.

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

11. ASSIGNMENT.

Neither this Agreement nor any portion thereof shall be subcontracted or assigned without the express prior written consent of the City in each and every instance.

12. PATENT/COPYRIGHT MATERIALS.

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

13. NOTICES.

Any and all notices permitted or required to be given hereunder shall be deemed duly given and effective (a) upon actual delivery, if delivery is by hand; or (b) five (5) days after delivery into the United States mail if delivery is by postage paid registered or certified (return receipt requested) mail. Each such notice shall be sent to the parties at the address respectively indicated below or to any other address as the respective parties may designate from time to time.

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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FOR Consultant:

Name: Kosmont Companies
Mailing Address: 1601 N. Sepulveda Blvd., #382, Manhattan Beach, CA 90266
Attention: Larry J. Kosmont
Phone: (424) 297-1070
FOR CITY:

Name: City of Modesto, Economic Development Division
Address: 1010 Tenth St., Suite 3300, Modesto CA 95354
Attention: Robert Kimball
Phone: (209) 571-5540

14. INSURANCE REQUIREMENTS.

The Consultant shall provide at its own expense and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the City as may be required by the Risk Manager of the City. The policies or certificates thereof shall provide that, thirty (30) days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the City by certified mail, return receipt requested, for all of the following stated insurance policies. (a) Worker's Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000. (b) General Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and $1,000,000 for property damage or $1,000,000 combined single limit. If commercial general liability insurance or other form with a general DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required per-occurrence limit. This insurance shall indicate on the certificate of insurance the following coverages and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent consultants and subcontractors; products and completed operations. (c) Automobile Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and $1,000,000 property damage or $1,000,000 combined single limit. This insurance shall cover any automobile for bodily injury and property damage.
(d) Professional Liability (Errors and Omissions) Insurance with limits not less than $1,000,000 per claim, $2,000,000 aggregate. If coverage is on a claims made basis it shall be maintained for at least three (3) years following completion of the work.

If at any time any of said policies shall be unsatisfactory to the City, as to form or substance, or if a company issuing such policy shall be unsatisfactory to the City, the Consultant shall promptly obtain a new policy, submit the same to the Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of the Consultant to furnish, deliver or maintain such insurance and certificates as above provided, this Agreement, at the election of the City, may be forthwith declared suspended or terminated. Failure of the Consultant to obtain and/or maintain any required insurance shall not relieve the Consultant from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with the obligations of the Consultant concerning indemnification. The City, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation and Professional Liability. CONSULTANT shall provide CITY with separate endorsements evidencing proof of the CITY’s additional insured status as to both the DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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general liability and automobile liability insurance policies. The Workers' Compensation insurer shall agree to waive all rights of subrogation against the City, its agents, officers, employees, and volunteers for losses arising from work performed by Consultant for the City. In addition, CONSULTANT shall provide CITY with a Workers Compensation subrogation waiver by way of a separate endorsement. The Consultant's insurance policy(ies) shall include a provision that the coverage is primary as respects the City; shall include no special limitations to coverage provided to additional insured; and, shall be placed with insurer(s) with acceptable Best's rating of A:VII or with approval of the Risk Manager. The Consultant must deliver certificates evidencing existence of the insurance listed above to the City prior to the time the contract is signed.

All endorsements referenced above must include the applicable policy number.

15. TERMINATION OF AGREEMENT.

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

Termination by City for Convenience
TheCitymay also terminate theConsultant's performance underthe Agreement, eitherin whole orin part, at its own discretion, or when conditions encountered duringtheWork make it impossible orimpracticable to proceed, or when theCityis prevented fromproceedingwith the Agreement by act of God, by law, or by official action of a public authority, or upon a determination by the City that DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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such termination is in the best interest and convenience of the City, or whenever the City is prohibited from completing the Work for any reason. TheCityshall provide no lessthan ten (10) calendar days written notice of its intent to terminate the Agreement for convenience, and shall endeavor to provide the Consultant with consultation with the City prior to termination.

Termination by City for Lack of Budgeted Funds
The City may terminate this Agreement effective July 1 of any given year upon the City's determination to not appropriate sufficient funds for this Agreement for the ensuing fiscal year. In such event City shall give Consultant not less than 30 days written notice of termination.

Termination by City for Change of Consultant's Tax Status If City determines that Consultant does not meet the requirements of federal and state tax laws for independent contractor status, City may terminate this Agreement by giving written notice to Consultant. The termination date shall be the effective date of the notice.

Post-Termination Procedures
If this Agreement is terminated pursuant to this Section, Consultant shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subconsultants and agents are notified of such termination and act as specified in the notice of termination;
b. Terminate all orders and Subcontractors except as necessary to complete any portion of the Work that is not terminated; c. If directed in writing by the City to do so, assign all right, title and interest in subcontracts and materialsin progress to City, in which case the City will have the right at its discretion to settle, or DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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pay any or all claims arising out of the termination of such subconsultants, but in no event shall recovery by any Consultant or subconsultant include lost profits for portions of the Work not completed or undertaken, including materials not delivered; d. Deliver or otherwise make available to the City all data, drawings, specifications, reports, estimates,summaries and such other information and material as mayhave been accumulated by the Consultant in performing the Work whether completed or in process; e. Settle outstanding liabilities and claims, subject to the approval of City;
f. Complete performance of such part of the Work as has not been terminated;
g. Take such other actions as may be necessary, or as may be directed by the City for the protection and preservation of the Work and/or property related to the Work;
h. If City so requests, and at City's cost, Consultant shall provide sufficient oral or written status reports to make City reasonably aware of the status of Consultant's work on the project. i. The Consultant understands and agrees that City may, in City's sole discretion, refuse to pay Consultant for that portion of Consultant's services which were performed by Consultant on the project prior to the termination date and which remain unacceptable and/or not useful to City as of the termination date.

City will pay Consultant an amount based on the percentage of satisfactory DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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work completed in accordance with the notice of termination. If the Agreement is terminated pursuant to the subparagraph entitled Termination by City for Default of Consultant, Consultant understands and agrees that City may, in City's sole discretion, refuse to pay Consultant for that portion of Consultant's services which were performed by Consultant on the project prior to the termination date and which remain unacceptable and/or not useful to City as of the termination date. The final payment to the Consultant after termination for convenience shall be limited to amounts due and owing under the Agreement at time of termination, including the following:
a. The cost of settling and paying valid claims arising out of the termination of the Work such as subconsultant agreements or contracts for materials;
b. The Agreement price allocable to the portion of the Work properly performed or goods supplied to the work site by the Consultant as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the Consultant.

16. CERTIFIED PAYROLL REQUIREMENT.

17. INDEMNITY.

The Consultant shall hold the City, its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any act or omission of Consultant.

18. ENTIRE AGREEMENT.

19. PARTIAL INVALIDITY.

20. WAIVER.

21. AUDIT.

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

22. GOVERNING LAW.

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

23. HEADINGS NOT CONTROLLING.

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

24. COMPLIANCE WITH LAWS.

Consultant shall insure compliance with all safety and hourly requirements for employees, in accordance with federal, state, and county safety and health regulations and laws.

Consultant shall fully comply with all applicable federal, state, and local laws, ordinances, regulations and permits.

25. CITY BUSINESS LICENSE.

Consultant shall have a City of Modesto business license.

IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement in duplicate by its City Manager and attestation by its City Clerk on the day of 22, and Kosmont Companies has caused this Agreement to be duly executed in duplicate as of the Effective Date.

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB 8th February 20
#4..
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EXHIBIT A: PROJECT REQUIREMENTS AND PROPOSAL
Attached under separate cover:

INF 22-02 EIFD-Feasibility-Study.pdf – Scope of Work
Kosmont EIFD Proposal to Modesto (INF 22-02) – VF.pdf
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EXHIBIT B: BILLING RATES
KOSMONT COMPANIES 2022 FEE SCHEDULE
Professional Services
Chairman & CEO
President
Senior Vice President/Senior Advisor
Vice President
$395.00 / hour
$365.00 / hour
$325.00 / hour
$225.00 / hour
Senior Project Analyst
Project Analyst/Project Research
Assistant Project Analyst/Assistant Project
Manager
Project Promotion/Graphics/GIS Mapping
Services
Clerical Support
$195.00 / hour
$165.00 / hour
$125.00 / hour
$ 95.00 / hour
$ 70.00 / hour
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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CITY OF MODESTO,
a municipal corporation
BY: ____________________________
JOSEPH P. LOPEZ, City Manager
ATTEST:
(Seal)
BY: ____________________________
DANA SANCHEZ, Interim City Clerk
________________________________
BY: ____________________________
By _____________________________
Name Title
BY: ____________________________
By _____________________________
Name Title
APPROVED AS TO FORM:

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

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

Partnership - signature of a partner required Sole
Proprietorship - signature of proprietor
required
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB Kosmont Companies, LLC
Larry J. Kosmont CEO
95-4257431
Ken K. Hira President
2/8/2022
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CITY OF MODESTO
REQUEST FOR PROPOSALS INF 22-02
FOR

ENHANCED INFRASTRUCTURE FINANCING DISTRICT (EIFD) FEASIBILITY STUDY PROPOSAL OPENING: Friday, November 12, 2021 at 4:30 P.M.

CITY OF MODESTO CONTACT: Robert Kimball, Marketing Specialist, Economic Development E-MAIL ADDRESS: [email protected]
PHONE: (209) 571-5540
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2 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02

TABLE OF CONTENTS
NOTICE TO PROPOSERS ..................................................................................................... 3 Introduction ....................................................................................................................... 4 Project Goals ...................................................................................................................... 5 Scope of Work .................................................................................................................... 5 Task 1 – Identify Potential Boundaries and Initial Screening Criteria. ....................................... 5 Task 2 – Tax Increment Analysis. ......................................................................................... 6 Task 3 – Identify Infrastructure Needs. ................................................................................. 7 Task 4 – Next Steps for Implementation. .............................................................................. 7 Task 5 – Study Results. ....................................................................................................... 8 REQUIRED INFORMATION AND FORMAT OF SUBMITTALS ..................................................... 8 GENERAL INFORMATION ..................................................................................................... 9 ELECTRONIC PAYMENT INFORMATION ............................................................................... 10 INSTRUCTIONS AND QUESTIONS ....................................................................................... 11 PROPOSAL SCHEDULE ....................................................................................................... 11 CONSULTANT AGREEMENT & INSURANCE REQUIREMENTS .................................................. 12 PROPOSAL SUBMISSION CHECKLIST ................................................................................... 13 PROPOSAL ACKNOWLEDGEMENT ........................................................................................ 14 PRICING SCHEDULE ........................................................................................................... 16 EXCEPTIONS, CLARIFICATIONS, AMENDMENTS ................................................................... 17 REFERENCES ..................................................................................................................... 18 FINANCIAL INTEREST DISCLOSURE .................................................................................... 20 COMPANY HISTORY STATEMENT ........................................................................................ 23 ADDENDA ACKNOWLEDGEMENT ......................................................................................... 24 ATTACHMENT 1: OPPORTUNITY AREA/SITE MAP ................................................................. 25 ATTACHMENT 2: CITY OF MODESTO AMENDED 1995 GENERAL PLAN ................................... 26 ATTACHMENT 3: INSURANCE INFORMATION....................................................................... 27 ATTACHMENT 4: SAMPLE PROFESSIONAL SERVICES AGREEMENT ........................................ 29 DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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3 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 REQUEST FOR PROPOSALS INF 22-02

PROFESSIONAL SERVICES

CITY OF MODESTO

EIFD FEASIBILITY STUDY

NOTICE TO PROPOSERS
The City of Modesto is inviting qualified firms to submit written proposals for Professional Services to perform an Enhanced Infrastructure Financing District (EIFD) feasibility study to determine how the City may utilize this Tax Increment Financing (TIF) tool to finance downtown and transit-oriented development, affordable housing, and other City economic development goals.

Each proposal shall be submitted to the City of Modesto Economic Development Division no later than 4:30 PM Pacific Time, November 12, 2021.

Proposals shall be submitted electronically via email to Robert Kimball, Economic Development Marketing Specialist at [email protected] and should reference in the subject line, EIFD FEASIBILITY STUDY RFP (INF 22-02). Please follow up with a phone call to Robert at (209) 571-5540 to ensure receipt. Email time stamp will be considered time of receipt.

Proposals shall be received by email prior to the time indicated. Any proposal received at or after said time and/or date, cannot be considered. The City of Modesto assumes no responsibility for delay in the delivery of the proposal.

The City reserves the right to reject any or all proposals or to waive any informalities or minor irregularities in a proposal.

No proposer may withdraw his/her proposal for a period of one-hundred twenty (120) days after the date set for the opening thereof.

Addenda will be posted on the City’s PlanetBids portal along with the RFP. Access the City of Modesto PlanetBids portal from:
https://www.modestogov.com/257/Contracting-Bid-Opportunities Prospective proposers must check the website for addenda or other relevant new information during the response period. The City is not responsible for the failure of any prospective proposer to receive such addenda. All addenda so issued shall become a part of this Request for Proposal. In addition, any questions submitted (due by 4:30 PM, October 15, 2021) shall be posted on the City of Modesto’s PlanetBids portal.

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4 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 Introduction
The City of Modesto is a balanced industrial-commercial-residential city with a strong jobs base and affordable quality of life. The City is a regional hub for food and beverage manufacturing, distribution, healthcare, retail and hospitality in the Northern San Joaquin Valley. The City, together with the County of Stanislaus is developing tourism branding and marketing as a regional destination and as an access gateway to Yosemite and the Sierras. The City has an approved Downtown Master Plan and is beginning a major General Plan Update. The City’s Transit Center will be upgraded as Modesto joins the ACE (Altamont Corridor Express) Rail commuter line at the end of 2022, connecting it with Stockton, Sacramento, BART (Bay Area Rapid Transit) and the Bay Area. Modesto has eleven Federal Opportunity Zones including most of the area under consideration for this feasibility study.

The City believes the property in and around its Downtown, the Transit Center and the adjacent Tuolumne River Regional Park area has good potential for revitalization and development supporting a growing population and is interested in accelerating that development by making necessary infrastructure investments. The City is seeking professional guidance on ways to accelerate economic development in the study area while maintaining a balance with quality of life.

The City of Modesto Economic Development Division is seeking proposals from qualified consultant(s) with expertise in identifying potential EIFD projects, financing and potential district boundaries, engaging with the County for potential participation and next steps.

The Consultant shall have a proven ability to assess a City’s current conditions and demonstrate knowledge of current State and County regulations as it applies to the creation of an EIFD.

The City anticipates the feasibility study be completed and ready for Council consideration within six (6) months from execution of the consultant contract. Documents are to be prepared in a format that is clear, concise, and easy to read and be graphically driven, user-friendly documents that will take advantage of current technology to the extent reasonably and practically possible. Project value is estimated to be less than $50,000.

All proposals will be compared on the basis of understanding the scope of work to be performed, methods and procedures to be used, management, personnel and experience, and consultation and coordination with the City of Modesto.

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5 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 Project Goals

1. Support the Downtown Master plan
(https://www.modestogov.com/2404/Downtown-Master-Plan), adding housing, commercial and quality of life amenities including open space and a sports stadium, and expanding downtown development to the west across the railway and the 99 freeway, and to and around the Tuolumne River Regional Park.

2. Improve connectivity to the Transit Center to increase transit ridership within Modesto and take advantage of ACE Rail service particularly among long-distance commuters.

3. Support and implement sustainable development principles.

Scope of Work
This project will require careful coordination, frequent communication and collaboration with City staff, and a unified team. It is the desire of the City to complete the entire process within six months. The Project Manager will maintain regular communication with the City’s Economic Development Division to monitor and review project progress ensuring key milestones are being met.

Task 1 – Identify Potential Boundaries and Initial Screening Criteria.

1.1 Determine boundary scenarios. Identify potential boundaries to study for preliminary screening of eligibility for an EIFD. Chosen boundaries should meet wellaccepted, publicly available criteria.

Deliverables: Maps and written descriptions of a variety of boundary scenarios for consideration of an EIFD and concise written explanation for development of boundaries.

1.2 Initial Screening. Using data available from City of Modesto GIS, Stanislaus County GIS, ArcGIS and/or other publicly available data sources, prepare a matrix of primary screening criteria, including, but not limited to:
 Current zoning and density in project area (including consideration of anticipated zoning from land use planning updates underway)  Project location and infrastructure needs
 Potential infrastructure financing solutions (property tax capture rate, eligibility for grant funding, etc.)
 Whether the proposed EIFD boundaries overlap a former California Redevelopment Project Area
 Economic Development potential (planned projects, existing parcel values, etc.)  Technical screening; determine any former RDA project areas, existing ROPs obligations or other bond/financing obligations, EIFD Successor Agency DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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6 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 Prerequisites, etc.

Deliverable: Matrix showing screening variables for each boundary scenario.

1.3 Strategic considerations. Identify quantitative and qualitative factors affecting feasibility, which may include:
 Market statistics
 Land ownership (public/private)
 Proposed developments
 Anticipated infrastructure investments (public transit, grant-funded projects, etc.) Use the data to make final recommendations for which boundary scenario(s) should continue into the next phase of analysis as well as determining whether an EIFD district should be studied. If other forms of benefit assessment district are appropriate (Community Facilities District, BID, etc.) identify those.

Deliverable: Market and future investment analysis
Task 2 – Tax Increment Analysis.

This task is focused on determining a range of tax increment or other benefit assessment district funds which could be generated upon formation of a district.

2.1 Revenue Generation. Key assumptions for the revenue generation analysis include:
 Analysis of potential boundary scenarios and potential assessment districts.  Taxing entity proportional shares should be current (redevelopment era shares were pre-ERAF) and come from County Auditor-Controller.  For TIF districts, include one set of revenues projections with both County and City participation and one set with only City participation in tax increment.  Project revenues at the 10, 20, 30 and 45-year timeframe.  Provide some “But/For analysis,” i.e., is it likely that the proposed infrastructure projects would not produce the subsequent growth in development without the EIFD.
 Is the project viable without contributions from other taxing entities? Revenue generation assumptions should also meet any EIFD criteria and policies adopted by the Stanislaus County Board of Supervisors.

2.2 Bonding capacity. For each scenario, determine the bonding capacity of the TIF/assessment revenue assuming that the governing authority bonds against the future proceeds.

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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7 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 Deliverables: Tax increment revenue and present value analysis Task 3 – Identify Infrastructure Needs.

3.1. Identify infrastructure and community development investments.

Working with the City/County, the consultant shall determine a range of infrastructure and community development projects/programs, consistent with the regulations for any assessment district, which could make up the funding plan for the EIFD district(s).

The projects shall include estimated funding needs whenever available.

While the City has begun the process of updating its General Plan, the 1995 adopted Plan and associated Elements and Amendments should be used as references in the process of identifying projects and boundaries.

Deliverable: Summary of potential infrastructure and community investment projects, with an estimated range of costs.

3.2 Identify other funding sources. In the event that the total desired investment exceeds the net revenues generated by the EIFD/special assessment district, the consultant shall identify other funding sources that could be leveraged by the EIFD district(s), including grants, special district fees, development impact fees, and other public funding sources including incentive programs, funding sources (including regional, State, and Federal infrastructure funding sources), and/or financing structures and other strategies as may be applicable.

Deliverable: Summary memo providing a rough order of magnitude funding plan for the EIFD district(s), inclusive of projects, project costs and potential funding sources.

Task 4 – Next Steps for Implementation.

Consultant shall prepare a summary memo outlining next steps for implementation, a timeline, and a budget for the implementation activities. The memo should include recommendations for the make-up of a Public Financing Authority if districting is recommended and identify other factors such as CEQA considerations and community engagement. The memo should function as a realistic action plan for moving forward.

Deliverable: Next Steps Summary Memo
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8 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 Task 5 – Study Results.

Deliverables:
 One (1) electronic copy of all documents (PDF and Word/Excel Versions).  Ten (10) bound hard-copies and one (1) unbound camera-ready copy of Study results.

REQUIRED INFORMATION AND FORMAT OF SUBMITTALS
In order to be considered for selection, the responding individuals or firms shall submit a proposal using the following criteria as a minimum, which shall be evaluated by representatives from the City of Modesto:

1. Letter of Introduction
a. A letter of introduction signed by a Principal or Senior Officer of the organization.
b. The firm(s) shall state why it believes it is qualified to provide the services described in this Request for Proposal (RFP).
c. If submitting as a team, note which team member is the prime consultant or lead joint venture partner (if applicable). The City intends to contract with a single firm, not multiple firms doing business as a joint venture. d. Include the name and resume of the individual leading the team. 2) Firm Information and Qualifications
a) Number of years the firm(s) has been in business.
b) Location of principal office that will be responsible for the implementation of this contract, and the distance from the City of Modesto.
c) List company and individual team members experience in providing similar services. Resumes for each team member shall be provided as well as recent and pertinent references, contact names, telephone numbers and addresses.

2. Scope of Work. (Up to 5 pages)
Provide a statement demonstrating your firm’s or team’s ability to accomplish the scope of services in a thorough manner to meet needs of the City. Specifically, cite recent and relevant experience in completing similar projects. Summarize the approach, activities and timeline that best reflect the firm’s understanding of the scope of work and technical capabilities.

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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9 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02

3. COST - Professional Services Fees
a. Provide a proposal of the total fees proposed for this work and a listing of other estimated direct costs using Attachment 5: Fee Schedule. b. Provide a listing of hourly rates for service. Provide a matrix describing the allocation of hours assigned for each major work task and the personnel or contractor assigned to accomplish each task.
c. Add 15% as a separate contingency budget for unexpected work requests.

4. References
a. Provide at least three municipal client references for Enhanced Infrastructure Finance District feasibility study engagements, using the form in Attachment 6: References.

GENERAL INFORMATION
Respondents are asked to submit one electronic copy of their proposal by email. The proposal should be in sufficient detail to allow for a thorough evaluation and comparative analysis. The proposal should include, at a minimum, the following information in sectionalized format addressing all phases of the work in the requested scope of work.

Please provide a fee estimate, on a task-by-task basis including extra meeting costs if required. The proposal shall include a spreadsheet identifying personnel, hourly rates, and project responsibilities and estimated amount of time expected for each task, expressed in staff-hours. The proposed budget is to be presented as not-to-exceed, with all overhead/expenses included in the figure. The consultant should outline the terms of payment, based on monthly billings to the City. The costs shall be presented in a format that allows identification of total costs for the completion of an EIFD Feasibility Study.

Proposer will bear all cost of preparing and submitting the proposal.

By submitting a proposal, each consultant represents that it has thoroughly examined and become familiar with the work required under this RFP and that it is capable for performing quality work to achieve the stated objectives of City.

City shall not be liable for any pre-contractual expenses incurred by consultants in the preparation of proposal. Pre-contractual expenses shall not be included in the fee proposal.

The City of Modesto reserves the right to reject any of the proposals, to select more than one consultant, and/or accept that proposal or portion of a proposal which will, in its opinion, best serve the public interest.

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10 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02

ELECTRONIC PAYMENT INFORMATION
The City of Modesto provides an Epay Program which involves payment of invoices by a secure Visa account number assigned to the supplier after award of bid or contract.

Notification of payments and required invoice information is issued to the supplier’s designated Accounts Receivable contact by email remittance advice at time of payment.

During the evaluation process preference may be shown to proposers that agree to accept Epay for payment of invoices. Please indicate on the Pricing Schedule whether or not your company will accept the City’s Epay Program.

Invoice to: City of Modesto
Attn: Accounts Payable
P.O. Box 642
Modesto, CA 95353
Email to: [email protected]
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11 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02

INSTRUCTIONS AND QUESTIONS
All questions regarding these specifications, terms, and conditions shall be submitted to Robert Kimball, Economic Development Marketing Specialist, via email at [email protected]. Questions must be submitted by 4:30 PM, October 1, 2021.

Questions and responses will be made available to all potential proposers on the City of Modesto PlanetBids portal.

PROPOSAL SCHEDULE
RFP Posting Date .......................................... September 29, 2021 Questions Due .............................................. October 15, 2021, 4:30 PM Response to Questions .................................. October 22, 2021 Proposal Due (Opening) Date ........................ November 12, 2021, 4:30 PM Interviews (if necessary, as deemed by City) . November 19, 2021 Select Consultant .......................................... November 2021 * Council Approval/Award ............................... December 2021 * * Dates are estimates and are subject to change.

NOTE: Upon receipt of proposals, the City may elect to shortlist firms.

Interviews will only be conducted with the shortlisted firms if the City determines that additional information is needed to make a selection. The City reserves the right to select a successful firm without conducting any interviews.

Information must be furnished in compliance with the terms, conditions, provisions and specifications of the RFP. The information requested and the manner of submission is essential to permit prompt evaluation of all proposals on a fair and uniform basis.

Accordingly, the City reserves the right to declare as non-responsive and reject any proposal in which material information requested is not furnished or where indirect or incomplete answers or information are provided.

Faxed or mailed proposals will not be accepted. Late proposals will not be accepted.

Any proposals received subsequent to the date and hour set forth herein, because of delayed delivery or any other reason, will not be considered by the City.

The City reserves the right to reject any or all proposals received, to negotiate with qualified firms, or to cancel the request for proposals in part or in its entirety without DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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12 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 explanation to the proposers.

The City of Modesto reserves the right to revise or amend the request for proposal up to the due date of proposals. Such revisions and amendments, if any, shall be announced by addenda to this solicitation on the City of Modesto PlanetBids portal. It is the prospective bidder’s responsibility to review the portal for updates, addenda, responses to questions and any other relevant information posted by the City. If the changes are substantive, the date set for closing the proposal period and award of contract may be extended.

CONSULTANT AGREEMENT & INSURANCE REQUIREMENTS
The selected firm shall enter into an agreement with the City, which requires insurance to be maintained in force at all times during the performance of the work and/or duration of the contract.

Please refer to Attachment 3: Insurance Information and Attachment 4: Sample Professional Services Agreement.

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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13 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 REQUEST FOR PROPOSALS INF 22-02

PROFESSIONAL SERVICES CITY OF MODESTO

EIFD FEASIBILITY STUDY

PROPOSAL SUBMISSION CHECKLIST
The bidder shall provide a complete bid no later than the Proposal Due Date (page 11).

Failure to provide all the required documents may cause the bid to be considered nonresponsive.

COMPLETE BID Reference Page No.

Scope of Work Proposal ............................................................................................ 5 Proposal Acknowledgement (Signature) ................................................................ 14 Pricing Schedule (Signature) ................................................................................ 16 Exceptions, Clarifications, Amendments (if applicable) .............................................. 17 References ............................................................................................................ 18 Financial Interest Disclosure Form (Signature) ...................................................... 20 Company History Statement including Financial Statements ..................................... 23 Addenda Acknowledgement Page (if applicable) ..................................................... 24 DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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14 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02

PROPOSAL ACKNOWLEDGEMENT
REQUEST FOR PROPOSAL AND SPECIFICATIONS NO. INF 22-02

EIFD FEASIBILITY STUDY
The City is soliciting proposals from qualified proposers to furnish its requirements per the specifications, terms and conditions contained in the above referenced proposal number. This Proposal Acknowledgement must be completed, signed by a responsible officer or employee, dated and submitted with the proposal response. Obligations assumed by such signature must be fulfilled.

1. Preparation of Proposals: (a) All prices and notations must be printed in ink or typewritten. No erasures permitted. Errors may be crossed out and corrections printed in ink or typewritten adjacent and must be initialed in ink by person signing the proposal. (b) Quote price as specified in proposal. No alterations or changes of any kind shall be permitted to the Proposal Form. Responses that do not comply shall be subject to rejection in total.

2. Failure to Submit Proposal: If you are not submitting a proposal but want to remain on the mailing list and receive future proposals, complete, sign and return this Proposal Acknowledgement and state the reason you are not pricing.

3. Taxes and Freight Charges: (a) Unless otherwise required and specified in the RFP, the prices quoted herein do not include Sales, Use or other taxes. (b) No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or for any other purpose, except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the proposal. (c) Amount paid for transportation of property to the City is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping paper shows the consignee as one (1) of the Agencies; as such papers may be accepted by the carrier as proof of the exempt character of the shipment. (d) Articles sold to the Agencies are exempt from certain Federal excise taxes. The Agencies will furnish an exemption certificate.

4. Award: (a) Unless otherwise specified by the proposer or the RFP gives notice of an all-or-none award, the City may accept any item or group of items of any proposal. (b) Proposals are subject to acceptance at any time within thirty (30) days of opening, unless otherwise specified in the RFP. (c) A valid, written purchase order mailed, or otherwise furnished, to the successful proposer within the time for acceptance specified results in a binding contract without further action by either party. The contract shall be interpreted, construed and given effect in all respects according to the laws of the State of California.

5. Patent Indemnity: Proposers who do business with the City shall hold the City, its officers, agents and employees, harmless from liability of any nature or kind, including cost and expenses, for infringement or use of any patent, copyright or other proprietary right, secret process, patented or un-patented invention, article or appliance furnished or used in connection with the contract or purchase order.

6. Samples: Samples of items, when required, shall be furnished free of expense to the City and if not destroyed by test may upon request (made when the sample is furnished), be returned at the proposer’s expense.

7. Rights and Remedies of Agencies for Default: (a) In the event any item furnished by the proposer in the performance of the contract or purchase order should fail to conform to the specifications therefore or to the sample submitted by the proposer with its proposal, the City may reject the same, and it shall thereupon become the duty of the proposer to reclaim and remove the same forthwith, without expense to the City, and immediately to replace all such rejected items with others conforming to such specifications or samples; provided that should the proposer fail, neglect or refuse so to do the City shall thereupon have the right to purchase in the open market, in lieu thereof, a corresponding quantity of any such items and to deduct from any moneys due or that may there after come due to vendor the difference between the prices named in the contract or purchase order and the actual cost thereof to the City. In the event that the proposer fails to make prompt delivery as specified for any item, the same conditions as to the rights of the City to purchase in the open market and to reimbursement set forth above shall apply, except when delivery is delayed by fire, strike, freight embargo, or Act of God or the government. (b) Cost of inspection or deliveries or offers for delivery, which do not meet specifications, will be borne by the proposer. (c) The rights and remedies of the Agencies provided above shall not be exclusive and are in addition to any other rights and remedies provided by law or under the contract.

8. Discounts: (a) Terms of less than ten (10) days for cash discount will be considered as net. (b) In connection with any discount offered, time will be computed from date of complete, satisfactory delivery of the supplies, equipment or services specified in the RFP, or from date correct invoices are received by the City at the billing address specified, if the latter date is later than the date of delivery. Payment is deemed to be made, for the purpose of earning the discount, on the date of mailing the City’s check.

9. California Government Code Section 4552: In submitting a proposal to a public purchasing body, the proposer offers and agrees that if the proposal is accepted, it will assign to the purchasing body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2, commencing with Section 16700, of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the proposer for sale to the purchasing body pursuant to the proposal. Such assignment shall be made and become effective at the time the purchasing body tenders final payment to the proposer.

10. No Guarantee or Warranty: The City makes no guarantee or warranty as to the condition, completeness or safety of any material or equipment that may be traded in on this order.

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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15 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 THE undersigned acknowledges receipt of the referenced RFP and/or Addenda and offers and agrees to furnish the articles and/or services specified on behalf of the proposer indicated below, in accordance with the specifications, terms and conditions of this RFP and Proposal Acknowledgement, for the pricing indicated on the Pricing Schedule.

Firm:

Address:

City/State/Zip:

Signature/Title/Date:

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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16 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02

PRICING SCHEDULE
REQUEST FOR PROPOSAL NO. INF 22-02

EIFD FEASIBILITY STUDY
REQUIRED SERVICES Unit Price
Professional Services Fees for performance and delivery of Tasks 1-5 TOTAL
Additional Services (Please specify)

Will proposer accept the City’s Epay Payment Program? Please check one: Yes ____ No ____ Information regarding the program is provided in GENERAL INFORMATION – ELECTRONIC PAYMENT INFORMATION, PAGE 10.

City Business License No. __________ Expiration Date: __________ THE undersigned acknowledges receipt of the referenced RFP and/or Addenda and offers and agrees to furnish the articles and/or services specified on behalf of the proposer indicated below, in accordance with the specifications, terms and conditions of this RFP and Proposal Acknowledgement, for the pricing indicated on the Fee Schedule.

Company Name (Proposer):

By (Person Submitting Proposal):

Print
By Person Submitting Proposal):
(Signature)
Title of Person Submitting Proposal:

Business Address
(City/State/Zip):

Email Address:

Telephone Number:

Fax Number:

Date:

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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17 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02

EXCEPTIONS, CLARIFICATIONS, AMENDMENTS
REQUEST FOR PROPOSAL AND SPECIFICATIONS NO. INF 22-02

EIFD FEASIBILITY STUDY
Exceptions, Clarifications, Amendments
List requests for proposal clarifications and exceptions below, if any, sign and submit with your proposal response.

Item No. Reference To: Description
Page No. Paragraph No.

Company Name (Proposer):

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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18 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02

REFERENCES
REQUEST FOR PROPOSAL AND SPECIFICATIONS NO. INF 22-02

References shall have similar volume and requirements to those outlined in these specifications, terms and conditions. Proposer’s failing to provide references shall be deemed unacceptable.

The City may contact some or all of the references provided in order to determine the Proposers’ performance record on services similar to that described in this proposal. The City reserves the right to contact references other than those provided in the response and to use the information gained from them in the award process.

Company Name:

Address:

City, State, Zip Code:

Contact Person:

Email Address:

Telephone Number:

Type of Business:

Date of Service:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code:

Contact Person:

Email Address:

Telephone Number:

Type of Business:

Date of Service:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:

Telephone Number:

Type of Business:

Date of Service:

Annual Contract Value $
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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19 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:

Telephone Number:

Type of Business:

Date of Service:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:

Telephone Number:

Type of Business:

Date of Service:

Annual Contract Value $
Company Name (Proposer):

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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20 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02

FINANCIAL INTEREST DISCLOSURE
REQUEST FOR PROPOSAL AND SPECIFICATIONS NO. INF 22-02

EIFD FEASIBILITY STUDY

FINANCIAL INTEREST DISCLOSURE

REQUIRED DISCLOSURE BEGINNING THE COUNCIL MEETING
OF JANUARY 7, 2003
The ordinance requiring financial interest disclosure by all parties having a direct or indirect interest of $2,000 or more (except for certain publicly traded companies) will be effective at the Council meeting of January 7, 2003.

This means that any Council action on a contract, agreement or development right must be accompanied by a FINANCIAL INTEREST DISCLOSURE FORM 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 Agenda Items without the DISCLOSURE will be removed from the Council Agenda.

All persons included within the meaning of either of the following tests have a material financial interest in an agreement, or application for development rights, submitted for approval or disapproval by the City Council, and shall be identified by the applicant, by name.

Tests of Materiality:

1. Whether it is foreseeable to a reasonable person that the value of their interest in property available for use by an applicant, or their interest in the applicant itself, may increase or decrease by an amount greater than $2,000.00 as a direct or indirect result of Council action on the applicant’s agreement or application for development rights.

2. Whether it is foreseeable to a reasonable person that the person’s gross income from the applicant may increase or decrease by a sum greater than $2,000.00 as a direct or indirect result of Council action on the agreement or application for development rights.

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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21 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 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 agreement or application or development rights is true, correct and complete. 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.

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

COMPANY NAME: ____________________________________________________

APPLICANT’S NAME (SIGNATURE): __________________________________

__________________________________
APPLICANT’S NAME/TITLE (PRINT):
__________________________________
Applicable Names: DATE:
(See attached list)
Questions concerning the application of either test to particular facts should be resolved in advance of Council action by agreement with the department head recommending approval of its agreement/application.

DIRECTOR
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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22 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02

FINANCIAL INTEREST DISCLOSURE
COMPANY NAME: __________________________________________ NAMES
Signature / Print:

Signature / Print:

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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23 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02

COMPANY HISTORY STATEMENT
REQUEST FOR PROPOSAL AND SPECIFICATIONS NO. INF 22-02

EIFD FEASIBILITY STUDY
Your company shall have been in business for a minimum of three (3) continuous years (immediately prior to the time of the RFP submittal date) providing the types of services requested in this RFP.

The company history statement shall be prepared on company letterhead and provided with the proposal submittal. State whether your organization is an individual proprietorship, partnership, corporation, or private nonprofit organization, and the date your company or organization was formed or incorporated. Provide a statement as to any judgment, litigations, licensing violations, or other violations, outstanding or resolved, against your company in the past five (5) years.

MINIMUM QUALIFICATIONS
Minimum Qualifications are mandatory for proposal consideration, and at a minimum shall include the following:

Financial Stability (Provided electronically as a separate file or package):

Proposers shall submit a copy of their company’s most recent professionally prepared Financial Statements (Income Statement and Balance Sheet). These statements, if un-audited, shall be accompanied by a cover letter that states the name and title of the preparer, the basis of the financial statement presentation (cash or accrual) and whether these statements have been prepared in accordance with Generally Accepted Accounting Principles for the most recent fiscal year end of the proposer. Audited financial statements shall be submitted in their entirety, including the auditor’s opinion and notes to the financial statements.

A separate document shall be provided and signed under penalty of perjury by the proposer’s financial officer or owner that explains the proposer’s inability to provide statements for a fiscal period that ended at least eight (8) months before the required date of submittal, if such inability exists.

One complete set of Financial Statements shall be submitted electronically, as a separate file or package attachment along with the proposal document. The Financial Statements file or package may be password-protected. If the proposer is selected, the password must be provided.

The file or package should be titled:

FINANCIALS-NAME OF PROPOSER-INF22-02
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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24 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02

ADDENDA ACKNOWLEDGEMENT
REQUEST FOR PROPOSAL AND SPECIFICATIONS NO. INF 22-02

EIFD FEASIBILITY STUDY
The bidder shall check the RFB listing on the City or PlanetBid website, periodically, and in any event, no later than the day prior to bid opening to obtain any addenda information. The changes identified in the addenda modify this request for bid and specifications. The addenda now become a part of this request for bid and specifications. Signing the Bid on the signature portion thereof, the bidder is acknowledging that the bidder has confirmed that he or she has received all addenda issued for this request for bid and specifications, and has included costs for such in the bid submitted. Failure to list and acknowledge all addenda numbers may cause the bid to be considered nonresponsive. Do not attach any of the addenda to this sheet nor include them with the bid.

This document is only required to be returned should addenda have been issued.

The Bid is submitted with respect to the changes to the request for bid and specifications included in addenda numbers:

LIST ALL ADDENDA
NUMBERS:_____________________________________________________ Company Name (Bidder):

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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25 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 ATTACHMENT 1: OPPORTUNITY AREA/SITE MAP
To be developed.

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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26 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 ATTACHMENT 2: CITY OF MODESTO AMENDED 1995 GENERAL PLAN Due to the size of this set of documents, the City requests that you view and access it through the City of Modesto website: 1995 General Plan
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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27 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 ATTACHMENT 3: INSURANCE INFORMATION
Applies to professionals including but not limited to architects, engineers, consultants, attorneys and accountants.

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

A. Workers' Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000.

B. General Liability - insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. The insurance shall indicate on the certificate of insurance the following coverage and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent contractors and subcontractors; products and completed operations; and/or professional liability.

C. Automobile Liability – insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. This insurance shall cover any automobile for bodily injury and property damage.

D. Professional Liability – insurance with a minimum limit of $1,000,000 per claim and $2,000,000 policy aggregate. If coverage is on a claims made basis it shall be maintained for at least three (3) years following completion of the work.

If at any time any of said policies shall be unsatisfactory to the CITY, as to form or substance or if a company issuing such policy shall be unsatisfactory to the CITY, the CONTRACTOR shall promptly obtain a new policy, submit the same to Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of the CONTRACTOR to furnish, deliver or maintain such insurance and certificates as above provided, this Agreement, at the election of the CITY, may be forthwith declared suspended, or terminated. Failure of the CONTRACTOR to obtain and/or maintain DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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28 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 any required insurance shall not relieve the CONTRACTOR from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the CONTRACTOR concerning indemnification. The CITY, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation.

The Workers' Compensation insurer shall agree to waive all rights of subrogation against the CITY, its agents, officers, employees, and volunteers for losses arising from work performed by CONTRACTOR for the CITY.

The CONTRACTOR's insurance policy(ies) shall include a provision that the coverage is primary as respects the CITY; shall include no special limitations to coverage provided to additional insured; and, shall be placed with insurer(s) with acceptable Best's rating of A:VII or with approval of the Risk Manager.

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

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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29 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 ATTACHMENT 4: SAMPLE PROFESSIONAL SERVICES AGREEMENT

STANDARD AGREEMENT

FOR CONSULTANT SERVICES
THIS AGREEMENT, made and entered into in the City of Modesto, State of California, this day of , 20XX (“Effective Date”), by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "City", and ___________________________, a California corporation, hereinafter referred to as "Consultant."
This Agreement is made with regard to the following recitals:

A. The City has determined that an should be
prepared for the City to .

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

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

1. SCOPE OF SERVICES.

2. TERM OF AGREEMENT.

This Agreement is effective as of the date first written above and will continue in effect until City's acceptance of and payment for all services authorized by City and performed by Consultant, unless terminated earlier in accordance with the provisions of the DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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30 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 termination clause in this Agreement.

City hereby gives Consultant notice to proceed with the preparation of the project in the manner described in Exhibit "A", as of the Effective Date of this agreement.

Consultant shall diligently proceed with the preparation of the project and agrees to complete said preparation within the time period set forth in Exhibit "A".

3. COMPENSATION.

Consultant agrees to accept a sum not to exceed $_________ AND XX/100 DOLLARS ($XXX,XXX.XX) as full remuneration for performing all services and furnishing all staffing and materials called for in Exhibit "A" and for performance by Consultant of all of its duties and obligations under this Agreement.

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

4. OBLIGATIONS OF CONSULTANT.

5. PERFORMANCE BY KEY EMPLOYEE.

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

6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

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

7. NEWS AND INFORMATION RELEASE.

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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32 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 Consultant agrees that it will not issue any news releases in connection with either the award of this Agreement, or any subsequent amendment of or efforts under this Agreement, without first obtaining review and approval of said news releases from City through the City Manager.

8. INTEREST OF CONTRACTOR.

Consultant agrees to file a Statement of Economic Interests with the City Clerk at the start and end of this contract if so required at the option of City.

9. AMENDMENTS.

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

10. INDEPENDENT CONTRACTOR.

All acts of Consultant, its agents, officers, and employees and all others acting on behalf of Consultant relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers, or employees of City. Consultant, by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of City. Consultant DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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33 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 has no authority or responsibility to exercise any rights or power vested in the City. No agent, officer, or employee of the City is to be considered an employee of Consultant. It is understood by both Consultant and City that this Agreement shall not under any circumstances be construed or considered to create an employer-employee relationship or a joint venture.

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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34 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 It is further understood and agreed that Consultant must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Consultant's personnel.

11. ASSIGNMENT.

Neither this Agreement nor any portion thereof shall be subcontracted or assigned without the express prior written consent of the City in each and every instance.

12. PATENT/COPYRIGHT MATERIALS.

13. NOTICES.

FOR Consultant:

Name:

Address:

Attention:

Phone: ( )
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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35 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 FOR CITY:

Name:

Address:

Attention:

Phone: ( )

14. INSURANCE REQUIREMENTS.

The policies or certificates thereof shall provide that, thirty (30) days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the City by certified mail, return receipt requested, for all of the following stated insurance policies. (a) Worker's Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000. (b) General Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and $1,000,000 for property damage or $1,000,000 combined single limit. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required per-occurrence limit.

This insurance shall indicate on the certificate of insurance the following coverages and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent consultants and subcontractors; products and completed operations. (c) Automobile Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and $1,000,000 property damage or $1,000,000 combined single limit. This insurance shall cover any automobile for bodily injury and property DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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36 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 damage.
(d) Professional Liability (Errors and Omissions) Insurance with limits not less than $1,000,000 per claim, $2,000,000 aggregate. If coverage is on a claims made basis it shall be maintained for at least three (3) years following completion of the work.

CONSULTANT shall provide CITY with separate endorsements evidencing proof of the CITY’s additional insured status as to both the general liability and automobile liability insurance policies.

The Workers' Compensation insurer shall agree to waive all rights of subrogation against the City, its agents, officers, employees, and volunteers for losses arising from work performed by Consultant for the City. In addition, CONSULTANT shall provide CITY with a Workers Compensation subrogation waiver by way of a separate endorsement. The Consultant's insurance policy(ies) shall include a provision that the coverage is primary as respects the City; shall include no special limitations to coverage provided to additional insured; and, shall be placed with insurer(s) with acceptable Best's rating of A:VII or with approval of the Risk Manager. The Consultant must deliver certificates evidencing existence of the insurance listed above to the City DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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37 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 prior to the time the contract is signed.

All endorsements referenced above must include the applicable policy number.

15. TERMINATION OF AGREEMENT.

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

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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38 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02

Post-Termination Procedures
If this Agreement is terminated pursuant to this Section, Consultant shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subconsultants and agents are notified of such termination and act as specified in the notice of termination;
b. Terminate all orders and Subcontractors except as necessary to complete any portion of the Work that is not terminated; c. If directed in writing by the City to do so, assign all right, title and interest in subcontracts and materials in progress to City, in which case the City will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such subconsultants, but in no event shall recovery by any Consultant or subconsultant include lost profits for portions of the Work not completed or undertaken, including materials not delivered; d. Deliver or otherwise make available to the City all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Consultant in performing the Work whether completed or in process; e. Settle outstanding liabilities and claims, subject to the approval of DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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39 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 City;
f. Complete performance of such part of the Work as has not been terminated;
g. Take such other actions as may be necessary, or as may be directed by the City for the protection and preservation of the Work and/or property related to the Work;
h. If City so requests, and at City's cost, Consultant shall provide sufficient oral or written status reports to make City reasonably aware of the status of Consultant's work on the project. i. The Consultant understands and agrees that City may, in City's sole discretion, refuse to pay Consultant for that portion of Consultant's services which were performed by Consultant on the project prior to the termination date and which remain unacceptable and/or not useful to City as of the termination date.

City will pay Consultant an amount based on the percentage of satisfactory work completed in accordance with the notice of termination. If the Agreement is terminated pursuant to the subparagraph entitled Termination by City for Default of Consultant, Consultant understands and agrees that City may, in City's sole discretion, refuse to pay Consultant for that portion of Consultant's services which were performed by Consultant on the project prior to the termination date and which remain unacceptable and/or not useful to City as of the termination date. The final payment to the Consultant after termination for convenience shall be limited to amounts due and owing under the Agreement at time of termination, including the following:
a. The cost of settling and paying valid claims arising out of the termination of the Work such as subconsultant agreements or contracts for materials;
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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40 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 b. The Agreement price allocable to the portion of the Work properly performed or goods supplied to the work site by the Consultant as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the Consultant.

16. CERTIFIED PAYROLL REQUIREMENT.

17. INDEMNITY.

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

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

18. ENTIRE AGREEMENT.

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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41 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 This Agreement and its exhibits contain the entire understanding between Consultant and City. Additional or new terms contained in this Agreement which vary from Consultant's proposal are controlling and are deemed accepted by Consultant by shipment of any article or other commencement of performance hereunder. All previous proposals, offers and communications relative to this Agreement, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this Agreement. No future waiver of or exception to any of the terms, conditions, and provisions of this Agreement shall be considered valid unless specifically agreed to in writing by all the parties.

19. PARTIAL INVALIDITY.

20. WAIVER.

21. AUDIT.

22. GOVERNING LAW.

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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42 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 This Agreement shall be governed according to the laws of the State of California.

23. HEADINGS NOT CONTROLLING.

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

24. COMPLIANCE WITH LAWS.

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

25. CITY BUSINESS LICENSE.

Consultant shall have a City of Modesto business license.

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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43 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 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. 2018- , adopted by the Council of the City of Modesto on the day of , 2018, and CONSULTANT, INC. has caused this agreement to be duly executed in duplicate as of the Effective Date.

CITY OF MODESTO, CONSULTANT, INC.
a municipal corporation a California corporation*
By ___________________________ By________________________________ JOSEPH P. LOPEZ, City Manager Name Title

By ________________________________
Name Title
ATTEST: (Seal)
By ___________________________
STEPHANIE LOPEZ, City Clerk
Consultant’s Federal ID #XX-XXXXXXX
APPROVED AS TO FORM:

By ________________________________
JOSE M. SANCHEZ, City Attorney
APPROVED AS TO FORM:

By ________________________________
JILES SMITH, Risk Manager
* Corporations - signature of two (2) officers
required or one (1) officer plus corporate seal
* LLC - signature of two (2) officers required
Partnership - signature of a partner required
Sole Proprietorship - signature of proprietor
required
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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THIS LICENSE SHALL NOT ENTITLE LICENSEE TO OPERATE THIS BUSINESS

WITHOUT COMPLYING WITH ALL REQUIREMENTS OF THE MODESTO MUNICIPAL CODE AND ALL STATE, FEDERAL, LOCAL AND ANY OTHER APPLICABLE LAWS.

IT HAS BEEN ISSUED WITHOUT VERIFICATION THAT THE LICENSEE IS SUBJECT TO OR EXEMPT FROM LICENSING BY THE STATE OF CALIFORNIA.

City of Modesto
P.O Box 3442
Modesto, CA 95353
Business License Certificate

DIRECTOR OF FINANCE
DeAnna Christensen

THIS LICENSE IS EVIDENCE THAT THE FEES REQUIRED UNDER TITLE VI OF

THE MUNICIPAL CODE HAVE BEEN PAID TO THE CITY OF MODESTO FOR THE

CONDUCT AND OPERATION OF THE BUSINESS AT THE PREMISES, AND BY THE PERSON OR FIRM INDICATED BELOW.
* MUST BE DISPLAYED IN PUBLIC VIEW

INFORMATIONAL

NON-TRANSFERABLE - VOID IF ALTERED
Account Number 1305096 Expiration Date 6/30/2022

KOSMONT COMPANIES
1601 N SEPULVEDA BLVD #382
MANHATTAN BEACH, CA 90266-5111
Business Type
Business Location
Owner(s)
* NOT AN ENDORSEMENT BY THE CITY

CONSULTING

KOSMONT & ASSOCIATES INC
* VOID IF TAX PAYMENTS NOT KEPT CURRENT
Starting January 1, 2021, Assembly Bill 1607 requires the prevention of gender-based discrimination of business establishments. A full notice is available in English or other languages by going to: https://www.dca.ca.gov/publications/ DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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Form SOC-PG13
Request for Budget Adjustment
(Projects and Grants)
Contact Person: 5/25/2021
Telephone:

Submitting Department:

Robert Kimball Council Action Date:

Resolution Number: 2021-194
Date Submitted by Dept:
(209) 571-5540
CEDD
Project Name: CED - Enhanced Infrastructure Financing District (EIlFIftjml Year being Adjusted:

Project Fund: Econ Development/Strategic Plan (Fund 1800) Cost
Center
Current
Budget
Increase/
(Decrease)
Revised
Budget
FY - Fund Account Project Description of Account
Revenues
FROM
$5,000 :
: $0
l SO
$0
:
: !
$0 | $5,000 $5,000
i
i $0
$0
$0
Current
Budget
Revised
Budget
Increase/
(Decrease)
Expenses
FROM
i $0 :
$0
i ;
so
$0
TO
| $2,000
$3,000 I
MY -
MY -
- Appr UnitC -
- Appr Unit C -
Professional Services
Svcs City Forces - Interfund
$0 $2,000
S3,000
CED.Economic Development
CED.Economic Development
; :
so
so
I $0 i
Justification for Budget Adjustment
A Budget Adjustment is necessary to establish the Multi-Year Non-Capital project and expenditure budget for the Enhanced Infrastructure Financing District (EIFD) project that was approved as part of the ARPA spending plan (Resolution 2021-194). This adjustment will establish a transfer in from the General Fund into the project in the amount of $5,000 as well as the initial expenditure budget of $5,000 for Professional Services and Svcs City Forces - Interfund. This is just tire initial budget for the project to pay for outstanding invoices related to the EIFD and additional adjustments will occur as consultant contracts come to Council for approval.

Authorization Signature Date
Department Director or Authorized Designee
Financial Analyst
Budget Manager
City Manager
To be Completed by Finance Staff
Transfer Number: Completed By:

Ver. 2020
TO
22 - 1800 - 14998
FY - Project - Task
- 60100 - 101350
Expenditure Type
Transfer In from Fund 1800
Project Organization
22 0100 70100 71800 101350 $0 $5,000 Transfer Out from Fund 0100 DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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Prepared For

CITY OF MODESTO
November 12, 2021

PROPOSAL FOR
Professional Brokerage Services
RFP# CC18-085
Prepared By
Kosmont Companies
1601 N. Sepulveda Blvd. #382
Manhattan Beach, CA 90266
(424) 297-1070

PROPOSAL FOR

ENHANCED INFRASTRUCTURE

FINANCING DISTRICT (EIFD)

FEASIBILITY STUDY
RFP INF 22-02
Photo Credit: www.modestogov.com
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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LETTER OF INTRODUCTION
SECTION 1. FIRM INFORMATION AND QUALIFICATIONS
SECTION 2. SCOPE OF WORK
SECTION 3. COST – PROFESSIONAL SERVICES FEES

INCLUDES PRICING SCHEDULE
SECTION 4. REFERENCES

APPENDIX ADDITIONAL REQUIRED FORMS

PROPOSAL ACKNOWLEDGEMENT

EXCEPTIONS, CLARIFICATIONS, AMENDMENTS

FINANCIAL INTEREST DISCLOSURE

COMPANY HISTORY STATEMENT
PAGE 1 - 2
PAGE 3 - 12
PAGE 13 - 16
PAGE 17 - 19
PAGE 20 - 22
PAGE 23 - 29
PAGE 23 - 24
PAGE 25
PAGE 26 - 28
PAGE 29
ADDENDA ACKNOWLEDGEMENT (NOT INCLUDED; NOT APPLICABLE)

KOSMONT COMPANIES
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1070 www.kosmont.com

TABLE OF CONTENTS
i
Photo Credit: www.modestogov.com

CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD)
Feasibility Study - RFP INF 22-02
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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Kosmont Companies
Mailing Address: 1601 N. Sepulveda Blvd., #382 (424) 297-1070 Physical Address: 1230 Rosecrans Ave., #630 Manhattan Beach, CA 90266 www.kosmont.com Manhattan Beach, CA 90266 November 12, 2021
Mr. Robert Kimball
Marketing Specialist, Economic Development
City of Modesto
1010 10th Street
Modesto, California 95354
Delivery: Submitted via email to [email protected] Re. Request for Proposal (“RFP”) INF 22-02 - Enhanced Infrastructure Financing District (EIFD) Feasibility Study
Dear Mr. Kimball and City Staff:

Kosmont & Associates, Inc., doing business as Kosmont Companies (“Kosmont” or “Consultant”) is pleased to present this proposal to the City of Modesto (“City” or “Client”) for an Enhanced Infrastructure Financing District (“EIFD”) Feasibility Study (“Study”).

Kosmont, a certified Minority Business Enterprise (“MBE”) and Small Business Enterprise (“SBE”), is celebrating our 35th anniversary as a full-service local government, economics, and real estate advisory firm with an award-winning track record of working with cities, counties, and or public agencies on economic development plans, infrastructure funding strategies, land use market analyses, site development feasibility, business/industry attraction, and real estate projects, as well as real estate asset strategies and public finance transactions exceeding $12 billion. Kosmont is extremely well-suited to complete this assignment.

Kosmont’s public and private sector experience, and in-depth expertise in multiple areas such as economic development, redevelopment dissolution, special district financing, understanding of the EIFD formation and approval process, real estate development, project funding, business costs/incentives and land use/zoning make us the ideal firm to provide the City with the required financial and technical analysis. Kosmont is considered a leading firm on the evaluation and formation of EIFDs and is actively engaged throughout the State educating local government officials, private sector investors, developers and lenders on these mattersthrough industry conferences and webinars.

The evaluation and formation of a tax increment financing (“TIF”) district such as an EIFD is a highly involved and nuanced exercise. Fortunately, Kosmont has led four successful EIFD formations across the State from initial evaluation through full formation, including the only two EIFDs statewide that have successfully achieved successful city and county partnership. Kosmont is additionally underway through 1 DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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Follow Kosmont: @KosmontTweets 2
the required public hearing phase of 10 additional EIFD formations across the State. Kosmont’s recent EIFD experience includes evaluation, formation, and ongoing EIFD administration in the City of Fresno, City of Sanger, City of Brentwood, City of Pittsburg, unincorporated County of Fresno, unincorporated County of Madera, and unincorporated County of Sacramento, among over 40 other jurisdictions statewide.

If selected, the Project Manager for the Kosmont Team would be Senior Vice President Mr. Joseph Dieguez.

Mr. Dieguez was and/or currently is the PM on the above mentioned EIFD assignments and leads Kosmont’s Special District Practice Group. He brings over 10 years of experience and primarily provides special district funding and financing strategies, market and economic analyses, and real estate development advisory services. His complete resume along with the other Kosmont team member resumes can be found in Section 1.

Firm Information and Qualifications.

Kosmont’s staff of professionals includes former City Managers, Directors of Economic Development, Community Development, and Financial Services. Kosmont staff assigned to this project have extensive and hands on experience providing the requested services. On this assignment, Mr. Dieguez will have the support of Mr. Larry J. Kosmont, CRE®, Chairman and CEO of Kosmont Companies. Mr. Kosmont has 35+ years of knowledge and expertise and will provide executive oversight for this Study.

We believe this proposal will support the conclusion that Kosmont is exceptionally qualified to deliver the requested EIFD Feasibility Study. No other firm possesses the same level of understanding and strategic thinking necessary to successfully implement these districts and we are enthusiastic, ready, and available to provide the requested services.

We look forward to the opportunity to service the City of Modesto and are available to discuss further at your convenience.

Sincerely,
Ken K. Hira
President
Kosmont Companies
(424) 297-1070
www.kosmont.com

CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD) Feasibility Study RFP INF 22-02
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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SECTION 1.

FIRM INFORMATION AND

QUALIFICATIONS

CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD) Feasibility Study RFP INF 22-02
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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KOSMONT COMPANIES
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1070 www.kosmont.com
KOSMONT AND ASSOCIATES, INC. DBA KOSMONT COMPANIES - www.kosmont.com California Corporation - Established 1986 – 35 years in Business Physical/Main Office: 1230 Rosecrans Ave, # 630, Manhattan Beach, CA 90266 From Kosmont Headquarters it is 320 miles to Modesto City Hall.

Mailing: 1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 Kosmont provides services to Clients virtually, in-person, from satellite locations, and from the Manhattan Beach headquarters across the Western U.S.

Kosmont Companies, a certified Minority Business Enterprise (“MBE”) and certified Small Business Enterprise (“SBE”), is a real estate and economic development services firm offering a full range of real estate and financial advisory, economic development strategies/plans, retail/business strategies, project finance, transaction structuring, negotiations, market analysis, feasibility studies, special district analysis, community outreach/project implementation services for both the public and private sectors. Kosmont Companies was founded in 1986 and is nationally recognized. With decades of advisory services, Kosmont has assisted hundreds of public agencies in their quest for services and successful public private projects. What sets Kosmont apart is our understanding of how economics relates to future project shaping, as well as our understanding of both the public and private sectors.

Kosmont will integrate our established ability, strengths, seasoned experience, and hands-on approach to deliver the requested consulting services.

Kosmont has been providing cities, counties, and other public agencies with economic development, real estate, and public finance advisory services since 1986. In that time, we have guided the development of more than 1,000 publicprivate projects. Kosmont currently provides advisory services to help numerous city and county clients across California, navigate and implement comprehensive economic development and infrastructure funding strategies.

See the following pages included as Exhibit 1 for a more detailed listing that specifically represents jurisdictions where Kosmont has led or is currently leading special district formations, such as EIFDs, CRIAs, and CFDs.

What sets Kosmont apart is our hands-on experience, practical perspective, and understanding of how current economic development and market trends affect projects and the infrastructure that support them. We are aware of no other firm that possessesthe combination of credentials and experience that Kosmont can deliver.

Kosmont excels in a wide range of services:
• Economic Development Plans/Strategies
• Highest and Best Use Analysis
• Site Feasibility and Pro Forma Analysis
• Public & Private Financing Structures
• Economics & Market Studies for commercial, residential, mixed/blended-use Projects
Kosmont’s Mission Statement is the pursuit of four pillars of strength: Innovation, Integration, Integrity and Intelligence. We are on the cutting edge of products and services, we achieve financial success for our public and private sector clients, we are committed to community prosperity and quality of life, and our professional standards are of the highest caliber.

SECTION 1.

FIRM INFORMATION
& QUALIFICATIONS
• Site Specific Fiscal Revenue and Economic
Impact Analyses
• Real Estate Advisory & Project
Implementation Services
• Community and Business Outreach
• Business & Industry Attraction/Retention
3 CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD)
Feasibility Study - RFP INF 22-02

ABOUT US
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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KOSMONT COMPANIES
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1070 www.kosmont.com
Exhibit 1: Districts in Progress Statewide
4 SECTION 1.

FIRM INFORMATION
& QUALIFICATIONS

CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD)
Feasibility Study - RFP INF 22-02
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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KOSMONT COMPANIES
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1070 www.kosmont.com
Exhibit 1 Continued: Sample of Kosmont-Led District Progress by Stage of Implementation (Table and Legend Correspond to Map)
Jurisdiction Purpose
Azusa Housing and transit-supportive infrastructure
Brentwood Housing and transit-supportive infrastructure Buena Park Mall reimagination, housing-supportive infrastructure Carson + L.A. County Remediation, housing infrastructure, recreation El Cajon Housing and transit-supportive infrastructure
El Segundo + L.A. County Various infrastructure, regional connectivity Fairfield Housing and transit-supportive infrastructure Fresno Housing and transit-supportive infrastructure
Fresno County Industrial-supportive infrastructure
Humboldt County Mixed-use & energy supportive infrastructure Indian Wells Housing and tourism-supportive infrastructure Imperial County Housing and greenfield infrastructure
La Verne + L.A. County Housing and transit-supportive infrastructure Long Beach (Multiple Districts) Housing and transit-supportive infrastructure Los Angeles (Downtown) Housing and transit-supportive infrastructure Los Angeles County West Carson Housing / bio-science / tech infrastructure Los Angeles County – Uninc. East L.A. Housing-supportive infrastructure, public amenities Madera County (Two Districts) Greenfield infrastructure (water / sewer) Mount Shasta + Siskoyou County Rural Brownfield site mixed-use infrastructure Napa Housing and transit-supportive infrastructure
Ontario Housing and transit-supportive infrastructure
Palmdale Housing and transit-supportive infrastructure
Pittsburg Housing and transit-supportive infrastructure Placentia + Orange County Housing and transit-supportive infrastructure Rancho Cucamonga Housing and transit-supportive infrastructure Redondo Beach + L.A. County Parks / open space, recreation infrastructure Riverside Housing and transit-supportive infrastructure Riverside County – Uninc. Salton Sea Water and housing-infrastructure Sacramento County Industrial / commercial supportive infrastructure San Jose Housing and transit-supportive infrastructure
Sanger Commercial and mixed-use supportive infrastructure Santa Ana Housing and transit-supportive infrastructure South Gate Housing and transit-supportive infrastructure West Santa Ana Branch Transit Corridor Cities Housing and transit-supportive infrastructure Fully Formed In Formation Process Under Evaluation
5 SECTION 1.

FIRM INFORMATION
& QUALIFICATIONS

CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD)
Feasibility Study - RFP INF 22-02
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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Our team includes economic consultants, real estate brokers and public finance professionals along with former real estate developers and city and community development officials that provide an in-depth understanding of the California economy, its local real estate markets and financing optionsto effectively respond to our Clients’ needs.

Kosmont is a full-service firm which also provides various other services through Kosmont Realty (“KR”) and Kosmont Transactions Services (“KTS”). KR is a full service and licensed real estate brokerage firm and KTS is a public finance firm providing financial advisory services, and is registered with the SEC.

In the aggregate, Kosmont Companies, KR, and KTS have extensive experience working with local and State government on real estate transactions between public agencies and private parties and structured project financing involving public and private funding sources. Collectively, Kosmont provides public agencies broad access to real estate consultants and brokers, public sector deal structure experts, and public-private financial advisors. We know of no other integrated set of companies that can provide a full complement of Economic Development Services, Real Estate Brokerage, and Municipal Advisory. Our diverse roles and experience in the real estate and financial industries have made us highly adaptable and skilled for this type of assignment. The chart below represents Kosmont’s wide-array of integrated services.
6 SECTION 1.

FIRM INFORMATION
& QUALIFICATIONS

CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD)
Feasibility Study - RFP INF 22-02
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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MEET THE TEAM
The Kosmont team brings a well-rounded and seasoned professional cohort with the required expertise and exemplary skillsets to provide the requested services. The Kosmont team has extensive experience, a proven track record, and the qualifications to provide the knowledge, guidance, and execution of those services necessary to assist the City with the EIFD feasibility study.

If selected, the Project Manager and Primary Contact for this proposal is Kosmont Senior Vice President, Mr.

Joseph Dieguez. Mr. Dieguez leads Kosmont’s Special District Practice Group and brings over 10 years of experience serving public and private sector clients primarily through special district funding and financing strategies, market and economic analyses, and real estate development advisory. Mr. Dieguez will oversee the project from start to completion. He will be responsible for day-to-day management of the engagement with the City and coordination of the Kosmont team to ensure the project is completed on time and within budget.

Mr. Dieguez will be supported by the following key team members:
• Mr. Larry J. Kosmont, CRE® is Chairman and CEO of Kosmont Companies. His over 35-year career encompasses public/private financial structuring, negotiation, development, and management of real estate and public finance transactions exceeding $12B. He has assisted hundreds of local government agencies in public finance and real estate matters ranging from large-scale economic development programs to site-specific real estate strategies and projects. He has guided over 1,000 private sector projects in obtaining public approvals, structuring deal terms, and securing public/private financing. For this assignment, Mr. Kosmont will provide Executive Oversight. • Mr. Ken K. Hira, President has expertise in real estate and economic development. He brings over 30 years of varied experience in virtually every aspect of acquisition, entitlement, development, financing, asset management, disposition, downtown revitalization, and strategic plans. His strengths include a keen understanding of land use trends, business retention/attraction, negotiating public-private transactions and implementing blended-use projects. Mr. Hira will be the project’s Principal Advisor providing quality control, strategic advisory support and make public presentations as necessary as the Principal Advisor. • Ms. Felicia Williams is a Senior Vice President that brings over 20 years of experience and will provide analysis support and advisory on appropriate special district governance and implementation approach. • Mr. Robert Valenti is a Vice President supporting public and private sector clients with market and economic analyses, strategic planning, and real estate development advisory. Mr. Valenti will provide GIS / mapping and tax increment modeling support.
• Mrs. Stephanie Ontiveros is a Vice President with extensive public agency consulting experience specializing in property tax related analysis. Ms. Ontiveros will provide parcel research and tax rate analysis support. Stephanie primarily works from her home office in Fresno, CA.

Team members will be assigned as appropriate based on their skills and qualifications in order to adequately provide services to the City and stay within budget. Project Analysts (not shown here) will be utilized to provide additional research and project support. The subsequent pages contain complete resumes and qualifications for the above Kosmont key team members with Kosmont Client References found in Section 4. References.

KOSMONT COMPANIES
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1070 www.kosmont.com
7 SECTION 1.

FIRM INFORMATION
& QUALIFICATIONS

CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD)
Feasibility Study - RFP INF 22-02
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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Project Role:

Executive Oversight
Years with Firm: 35
Years of Experience: 40+
Education:
- Masters Public
Administration, USC
- B.A. Political Science,
State Univ. of New York –
Binghamton

KOSMONT COMPANIES
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1070 www.kosmont.com
Larry J. Kosmont, CRE® Chairman and CEO
Mr. Larry J. Kosmont, CRE® is Chairman and CEO of Kosmont Companies, which he founded in 1986. Kosmont Companies is an industry leader in public/private real estate/land use transactions and economic development. In 1990, he founded Kosmont Realty, a real estate brokerage firm. In 2015, he launched Kosmont Transactions Services which sources financing for public/private projects, P3 initiatives, and infrastructure funding. He is a co-principal, California Golden Fund, a USCIS approved EB-5 Regional Center. Larry is a Municipal Advisor Principal having achieved the MSRB Series 50 and Series 54 professional qualifications and is duly registered with the SEC/MSRB.

RELEVANT EXPERIENCE: Throughout his career, Mr. Kosmont has managed hundreds of public and private sector consulting assignments. A few of the more recent projects within the last 10 years are summarized below:
• City of La Verne/County of Los Angeles, CA - Enhanced Infrastructure Financing District Formation • Southern California Associated of Governments (SCAG), CA - Housing and Sustainability District Technical Advisor • City of Placentia/County of Orange, CA - Enhanced Infrastructure Financing District Formation • City of Carson + L.A. County, CA – EIFD Evaluation
• City of Duarte, CA – EIFD Evaluation
• City of El Cajon, CA – EIFD Evaluation
• City of El Segundo + L.A. County, CA – EIFD Evaluation • City of Los Angeles, CA – Downtown – EIFD Evaluation
• County of Madera, CA – EIFD Evaluation and EIFD Annual Report Preparation • City of Napa, CA – EIFD Evaluation
• City of Ontario, CA – EIFD Evaluation
• City of Redondo Beach + L.A. County, CA – EIFD Evaluation • City of Riverside, CA – EIFD and Community Revitalization and Investment Authority (CRIA) Evaluation • Private Sector Client, Sacramento County, CA – EIFD Evaluation and Formation • City of South Gate, CA – EIFD Evaluation
FAMILIARITY WITH FEDERAL, STATE, AND LOCAL JURISDICTIONS IN CALIFORNIA:

Mr. Kosmont’s 4-decade career encompasses public/private and public agency projects which have included pursuit of funding sources, financial structuring, negotiation, development, and management of real estate and public finance transactions exceeding $10B. He has assisted hundreds of local government agencies in public finance and real estate matters ranging from large-scale economic development programs to site-specific real estate strategies and projects. He has guided over 1,000 private sector projects in obtaining public approvals, structuring deal terms, and securing public/private financing. These projects have involved working with hundreds of Federal State regional and local public agencies and jurisdictions on a wide variety of project and funding initiatives. 8 SECTION 1.

FIRM INFORMATION
& QUALIFICATIONS

CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD)
Feasibility Study - RFP INF 22-02
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
- 271 -
Project Role:

Principal Advisor
Years with Firm: 13+
Years of Experience: 30+
Education:

Bachelor of Economics
and Business, UCLA

KOSMONT COMPANIES
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1070 www.kosmont.com
Ken K. Hira President
Mr. Ken K. Hira serves as President for Kosmont Companies. An expert in real estate and economic development, Mr. Hira brings over 30 years of varied experience in virtually every aspect of acquisition, entitlement, development, financing, asset management, disposition, downtown revitalization, and strategic plans. His strengths include a keen understanding of retail trends, business retention/attraction, negotiating public-private transactions and implementing blended-use projects that revitalize communities and assist in economic development/tax generation programs.

RELEVANT EXPERIENCE:

Throughout his career, Mr. Hira has managed hundreds of public and private sector consulting assignments, the majority of which in the SCAG region and many of which involving state and local housing policies and programs. A few of the more recent projects within the last 10 years are summarized below:
• Confidential Client, San Jose, CA – EIFD Evaluation
• City of Fresno, CA – Downtown / Blackstone Bus Rapid Transit Corridor EIFD Formation • City of El Cajon, CA – EIFD Evaluation
• City of Grand Terrace, CA – EIFD Evaluation
• City of Indian Wells, CA – EIFD Evaluation and County Partnership Negotiations • City of Seaside, CA – EIFD and Community Revitalization and Investment Authority (CRIA) Evaluation • Newport Beach Residential feasibility analysis / developer negotiations • Agoura Village Specific Plan Feasibility Analysis
• Baldwin Hills Crenshaw Mall Revitalization Study
• City of Buellton, CA - Market & Economic Analysis and Economic Development Plan / Specific Plan for Avenue of Flags Downtown District with Development Opportunity Reserve (D.O.R.)® • City of Norwalk, CA - Economic Development Strategic / Opportunities Plan FAMILIARITY WITH FEDERAL, STATE, AND LOCAL JURISDICTIONS IN CALIFORNIA:

Mr. Hira has worked for hundreds of cities and counties throughout California. Mr.

Hira has made numerous presentations to city councils, county boards of supervisors, and other local government committees. In his extensive experience in economic development strategies and public private transactions, he has pursued funding sources at the local, state, and federal level, such as special district financing, CDBG revolving loan programs, and state and federal grants. He has extensive experience in presenting market / economic research to local government industry groups such as CALED, League of California Cities, ICSC, Institute for Local Government, APA, CSAC, CALCOG.
9 SECTION 1.

FIRM INFORMATION
& QUALIFICATIONS

CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD)
Feasibility Study - RFP INF 22-02
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
- 272 -

KOSMONT COMPANIES
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1070 www.kosmont.com
Project Role:

PRIMARY CONTACT
& PROJECT MANAGER
Years with Firm: 11
Years of Experience: 14+
Education:

Bachelors of Science,
Mechanical Engineering,
Massachusetts Institute
of Technology
RELEVANT EXPERIENCE: Samples within the last 10 years are summarized below:
• City of La Verne/County of Los Angeles, CA – Enhanced Infrastructure Financing District (EIFD) Formation • City of Placentia/County of Orange, CA – EIFD Formation • Southern California Associated of Governments (SCAG) - Housing and Sustainability District Technical Advisor • Private Sector Development Group, San Jose, CA – Infrastructure Funding Advisor • City of Fresno, CA – Downtown / Blackstone Bus Rapid Transit Corridor EIFD Evaluation and Formation • Private Sector Client, San Luis Obispo, CA – Development Agreement Negotiation, Infrastructure Financing Plan Preparation, Community Facilities District Formation
• Private Sector Client, Simi Valley, CA – Market / Highest and Best Use and Financial Feasibility Analysis
• City of Azusa, CA – EIFD Evaluation
• City of Brentwood, CA – EIFD Evaluation
• City of Carson + L.A. County, CA – EIFD Formation
• City of Duarte, CA – EIFD Evaluation
• City of El Cajon, CA – EIFD Evaluation
• City of El Segundo + L.A. County, CA – EIFD Evaluation • City of Grand Terrace, CA – EIFD Evaluation
• City of Indian Wells, CA – EIFD Evaluation
• City of Los Angeles, CA – Downtown – EIFD Evaluation
• County of Madera, CA – EIFD Evaluation and EIFD Annual Report Preparation
Mr. Joseph Dieguez is a Senior Vice President with Kosmont Companies serving public and private sector clients primarily through market and economic analyses, strategic planning, and real estate development advisory. His recent work includes special / tax increment district implementation (including Enhanced Infrastructure Financing Districts and Community Revitalization and Investment Authorities), market supply and demand analysis, fiscal impact and economic benefit studies, financial feasibility and development pro forma evaluation, and property reuse strategies for municipalities, real estate investment and development firms, and multiple Fortune 500 clients. Joe is a Municipal Advisor Representative having achieved the MSRB Series 50 professional qualification and is duly registered with the SEC/MSRB.

Joseph Dieguez Sr. Vice President & Primary Contact
FAMILIARITY WITH FEDERAL, STATE, AND LOCAL JURISDICTIONS IN IN CALIFORNIA:

Mr. Dieguez has worked on assignments directly for over 80 cities and counties in California. He has additionally completed assignments for state agencies such as the California High Speed Rail Authority. Mr. Dieguez has made presentations directly to city councils, planning commissions, county boards of supervisors, joint powers authorities, and other state and local task forces and committees. Much of his work involves evaluating and pursuing funding sources and financing mechanisms at the local, state, and federal level, such as special district financing, public agency loan programs, and state and federal grants, with an emphasis on affordable housing and infrastructure funding. Apart from client work, Joseph has made public presentations at conferences and in webinar format for agencies such as SCAG, American Planning Association, Municipal Management Association of Southern California, League of California Cities, and the California Association for Local Economic Development. • City of Napa, CA – EIFD Evaluation and Formation
• City of Ontario, CA – EIFD Evaluation
• City of Pittsburg, CA – EIFD Evaluation
• City of Redondo Beach + L.A. County, CA – EIFD
Evaluation
• City of Richmond, CA – EIFD Evaluation
• City of Riverside, CA – EIFD and Community
Revitalization and Investment Authority (CRIA)
Evaluation
• Private Sector Client, Sacramento County, CA –
EIFD Evaluation and Formation
• City of Santa Fe Springs, CA – EIFD Evaluation
• City of Seaside, CA – EIFD and CRIA Evaluation
• City of South Gate, CA EIFD Evaluation
10 SECTION 1.

FIRM INFORMATION
& QUALIFICATIONS

CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD)
Feasibility Study - RFP INF 22-02
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
- 273 -

KOSMONT COMPANIES
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1070 www.kosmont.com
• County of Los Angeles, Chief Executive Office – Opportunity Zone Policy • City of Redondo Beach - Enhanced Infrastructure Financing District for AES power plant regional park, including Prop 68 State Parks grant
• County of Los Angeles Second District / Southern California Association of Governments – West Carson Enhanced Infrastructure Financing District
• County of Los Angeles First District / Southern California Association of Governments – LA County / USC Medical Center Tax Increment Financing Feasibility Analysis
• Friends of the Hollywood Central Park – Revenue and Feasibility Analysis RELEVANT EXPERIENCE:

Throughout her career, Ms. Williams has managed hundreds of public and private sector consulting and banking assignments. A few samples within the last 10 years are summarized below:
• City of Azusa – EIFD Evaluation
• City of Brentwood – EIFD Evaluation
• City of Carson + L.A. County – EIFD Evaluation
• City of Duarte – EIFD Evaluation
• City of El Segundo + L.A. County – EIFD Evaluation
• City of Los Angeles – Downtown – EIFD Evaluation
• City of Pittsburg – EIFD Evaluation
• City of La Verne/County of Los Angeles - EIFD Formation • Southern California Associated of Governments (SCAG) - Housing and Sustainability District Technical Advisor
Project Role:

Financing Analysis,
Stakeholder Outreach
Years with Firm: 7
Years of Experience: 25
Education:
- M.B.A., Finance,
University of Michigan
Ross School of Business
- M.A., Urban Planning,
UCLA
- B.A., Public Policy,
Stanford University
Association:

Ms. Williams was elected
as a Councilmember to
the City of Pasadena in
2020 and represents
District 2.

Ms. Felicia Williams is a Senior Vice President at Kosmont Companies and assists municipal clients with a comprehensive approach to economic development and climate action, in addition to identifying funding sources for key projects. She has a background in public finance, economic development, and sustainability. Specifically for Kosmont clients, Ms. Williams provides financial feasibility analysis for various types of infrastructure and tax increment financing districts, fiscal impact analysis, Specific / General Plan land use analysis, and Climate Action Plan implementation and project financing. Felicia is a Municipal Advisor Representative having achieved the MSRB Series 50 professional qualification and is duly registered with the SEC/MSRB.

Felicia Williams Senior Vice President
FAMILIARITY WITH FEDERAL, STATE, AND LOCAL JURISDICTIONS IN CALIFORNIA:

Ms. Williams has worked with local and State governments for 15 years in municipal finance. Additionally, Ms. Williams has worked with State of California agencies on environmental financing programs and has served on policy advisory committees for State Senators and Assemblymembers. With broad experience in finance, public policy, and environment, she understands the policy underlying the financing programs to provide comprehensive solutionsto our local agency clients. 11 SECTION 1.

FIRM INFORMATION
& QUALIFICATIONS

CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD)
Feasibility Study - RFP INF 22-02
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
- 274 -
RELEVANT EXPERIENCE:

A few of his more recent projects are summarized below:
• City of Fresno – Downtown / Blackstone Bus Rapid Transit Corridor EIFD Formation • Pine Mountain Development (Highest & Best Use Analysis & Real Estate Advisory) • City of El Cajon – Opportunity Zone Strategy
• City of Santa Ana – Opportunity Zone Strategy
• City of Indian Wells – EIFD Evaluation
• City of El Segundo + L.A. County – EIFD Evaluation
LICENSES/AFFILIATIONS: Ms. Ontiveros is a Municipal Advisor Representative having achieved the MSRB Series 50 professional qualification.

RELEVANT EXPERIENCE: A few of her more recent projects are summarized below:
• City of Fairfield EIFD Evaluation
• City of Fresno EIFD Evaluation and Formation
• County of Fresno EIFD Evaluation
• County of Madera EIFD Administration
• City of Mount Shasta EIFD Evaluation
• City of Napa EIFD Evaluation and Formation
• City of Rancho Cucamonga EIFD Evaluation
• City of Sanger EIFD Formation
Project Role:

Project Research and
Support
Years with Firm: 2
Years of Experience: 5
Education:
- Master of Public Policy,
Brown University
- Bachelor of Arts in
political science, College
of the Holy Cross in
Worcester, MA
Mr. Robert Valenti is a Vice President with Kosmont Companies, supporting public and private sector clients with market and economic analyses, strategic planning, and real estate development advisory. His recent work includes market supply and demand analysis, prioritization of strategic opportunity sites for retail and future development, analysis of potential development uses, and geospatial analysis of boundaries / funding & financing analysis for feasibility studies of new infrastructure financing districts.

Robert Valenti Vice President
FAMILIARITY WITH FEDERAL, STATE, AND LOCAL JURISDICTIONS IN CALIFORNIA:

Mr. Valenti has worked on assignments directly for many cities throughout the state and has assisted with presentations directly to city councils, county boards of supervisors, City / County staff, and other state and local task forces and committees.

His work focuses on local market / economic evaluations and pursuing funding sources and financing mechanisms at the local, state, and federal level, such as special district financing, zoning / entitlement strategies, public agency loan programs, and state and federal grants.
12 SECTION 1.

FIRM INFORMATION
& QUALIFICATIONS

CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD)
Feasibility Study - RFP INF 22-02
Ms. Stephanie Ontiveros is a Vice President with Kosmont Companies and has extensive public agency consulting experience in economic development, redevelopment and finance. Prior to joining Kosmont, Ms. Ontiveros served as a financial consultant to over 90 cities, agencies and special districts throughout California, specializing in Property Tax and Tax Increment analysis, revenue evaluation, forecasting and budgeting. Ms. Ontiveros has conducted numerous special analysis projects for various city specific needs.

Project Role:

Project Support
(located in Fresno)
Years with Firm: 1
Years of Experience: 26
Education:
- Bachelor of Science,
Business Administration
– Finance, California
State University, Fresno
Stephanie Ontiveros Vice President
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
- 275 -
SECTION 2.

SCOPE OF WORK

CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD) Feasibility Study RFP INF 22-02
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
- 276 -

SCOPE OF WORK
Kosmont understands that the City of Modesto is seeking to utilize EIFD as a means to:
• Accelerate economic development in the study area
• Support the Downtown Master plan, add housing, commercial and quality of life amenities including open space and a sports stadium
• Expand downtown development to the west across the railway and the 99 freeway, and to and around the Tuolumne River Regional Park
• Improve connectivity to the Transit Center to increase transit ridership within Modesto and take advantage of ACE Rail service particularly among long-distance commuters • Support and implementsustainable development principles.

Throughout the following proposed Scope of Work, Kosmont will maintain regular (e.g., biweekly, certainly no less frequently than monthly) communication with the City’s Economic Development Division staff to monitor and review project progress ensuring key milestones are being met.

TASK 1 – IDENTIFY POTENTIAL BOUNDARIES AND INITIAL SCREENING CRITERIA

1.1 Determine Boundary Scenarios
Identify potential boundaries to study for preliminary screening of eligibility for an EIFD. Chosen boundaries will meet well-accepted, publicly available criteria. Kosmont will leverage its experience not only in the formation of EIFDs throughout the State, but also in developing screening tools such as the Southern California Association of Government (SCAG) EIFD/CRIA Screening Assistance Tool.

Task 1.1 Deliverables: Maps and written descriptions of a variety of boundary scenarios for consideration of an EIFD and concise written explanation for development of boundaries.

1.2 Initial Screening
Using data available from City of Modesto GIS, Stanislaus County GIS, ArcGIS and/or other publicly available data sources, prepare a matrix of primary screening criteria, including, but not limited to:
• Current zoning and density in project area (including consideration of anticipated zoning from land use planning updates underway), such as the Modesto Downtown Master Plan • Project location and infrastructure needs, such as connectivity to the Transit Center, open space and recreational improvements, connectivity to Tuolumne River Regional Park • Potential infrastructure financing solutions (property tax capture rate, eligibility for grant funding, etc.) • Overlap with Disadvantaged Community (DAC) Census Tracts • Overlap with Federal Opportunity Zone (OZ) Census Tracts • Whether the proposed EIFD boundaries overlaps former California Redevelopment Project Area • Economic Development potential (planned projects, existing parcel values, etc.) • Public agency or consolidated private sector land ownership • Overlapping / benefitting taxing entities (e.g., County of Stanislaus) • Overlap with existing Downtown Improvement District (DID), Community Facilities District (CFD), assessment district, or other special district boundaries
• Technical screening; determine any former RDA project areas, existing ROPs obligations or other bond/financing obligations, EIFD Successor Agency Prerequisites, etc.

Task 1.2 Deliverable: Matrix showing screening variables for each boundary scenario.

SECTION 2.

SCOPE OF WORK
13 CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD)
Feasibility Study - RFP INF 22-02
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
- 277 -

1.3 Strategic Considerations
In addition to screening criteria evaluated in Task 1.2, Kosmont will identify other quantitative and qualitative factors potentially affecting EIFD feasibility, which may include, but not be limited to:
• Market statistics(e.g., lease rates, vacancy rates, inventory, absorption by land use type) • Land ownership (public/private)
• Proposed developments and potential timing of said developments • Anticipated infrastructure investments(e.g., ACE Rail public transit, grant-funded projects, etc.) Based on Task 1.2 screening criteria and Task 1.3 additional strategic considerations, Kosmont will identify final preferred boundary scenario(s) for continuation into the next phase of analysis, as well as determining whether EIFD, CFD, BID, and/or other districts or a combination of districts should be further studied.

Task 1.3 deliverables: Market and future investment analysis, summary of strategic considerations.

TASK 2 – TAX INCREMENT ANALYSIS
This task is focused on determining a range of tax increment or other benefit assessment district funds which could be generated upon formation of a district.

2.1 Revenue Generation
Based on Task 1 initial screening, Kosmont will prepare a funding and financing analysis, including preliminary tax increment analysis (for EIFD) and/or special tax capacity analysis (for CFD or similar tool) reflecting potential future development and potential public and private sector partners. Kosmont will evaluate up to three (3) different boundary scenarios and potential district types. Kosmont will utilize current and appropriate, post-ERAF property tax distribution shares (AB8 rates) as obtained from the County of Stanislaus Auditor-Controller’s office.

For EIFD analysis, Kosmont will include one set of revenues projections with different combinations of City and County (and potentially other taxing entity) participation (i.e., contribution of tax increment), in addition to different variations of City-only scenarios.

Kosmont’s analysis will include:
• Types and timing of development projectsthat are planned within the boundaries of the potential district • Analysis of potential boundary scenarios and potential assessment districts • Taxing entity proportional shares will be current, post-EFAF, and come from County Auditor-Controller. • For TIF districts, include one set of revenues projections with both County and City participation and one set with only City participation in tax increment (Kosmont will also consider CVWD participation) • Property tax increment and/or special tax funding capacity at select annual benchmarks (e.g., year 5, 10, 15, 20, 30, 45) and cumulatively over the estimated district lifetime(s) • Provide some “But/For analysis,” i.e., is it likely that the proposed infrastructure projects would not produce the subsequent growth in development without the EIFD
• Whether the project viable without contributionsfrom other taxing entities • As related to potential overlap of proposed district boundaries with former redevelopment agency project areas, analysis of corresponding relevant outstanding enforceable obligations and available revenue implications.

Revenue generation assumptions will also meet any EIFD criteria and policies adopted by the Stanislaus County Board of Supervisors.

SECTION 2.

SCOPE OF WORK
14 CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD)
Feasibility Study - RFP INF 22-02
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
- 278 -

KOSMONT COMPANIES
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1070 www.kosmont.com
SECTION 2.

SCOPE OF WORK

2.2 Bonding Capacity
For each scenario evaluated, Kosmont Transactions Services, Inc. (Series 50/54 registered Municipal Advisor) will estimate bonding capacity of the special district(s) at select annual benchmarks (e.g., year 5, 10, 15, 20) against future revenues.

Task 2 deliverables: Tax increment revenue and present value analysis TASK 3 – IDENTIFY INFRASTRUCTURE NEEDS

3.1 Identify infrastructure and community development investments Working with the City/County, Kosmont will determine a range of infrastructure and community development projects/programs, consistent with the regulations for any assessment district, which could make up the funding plan for the EIFD district(s). The projects will include estimated funding needs where available.

While the City has begun the process of updating its General Plan, the 1995 adopted Plan and associated Elements and Amendments will be used as references in the process of identifying projects and boundaries.

Task 3.1 Deliverable: Summary of potential infrastructure and community investment projects, with an estimated range of costs.

3.2 Identify other funding sources
Kosmont will compare potential revenue generation estimated in Task 2 to the cost of infrastructure / programs estimated in Task 3.1. It may be the case that the total desired investment will exceed the net revenues generated by the special district(s) evaluated.

In the event that the total desired investment exceeds the net revenues generated by the EIFD/special assessment district(s), or even in the case that it does not, Kosmont will identify other complementary economic development tools and funding sources that could be leveraged by the district, such as grants (e.g., IIG, AHSC, Prop 68, ATP, HSIP), special district fees, development impact fees, I-Bank financing, federal Opportunity Zone tax incentives, and/or other public and private funding sources (including regional, State, and Federal infrastructure sources), and/or financing structures and strategies (e.g. Development Opportunity Reserve (D.O.R.)™), as may be applicable.

Task 3.2 Deliverable: Summary memo providing a rough order of magnitude funding plan for the EIFD district(s), inclusive of projects, project costs and potential funding sources.

TASK 4 – NEXT STEPS FOR IMPLEMENTATION
Based on the findings from Tasks 1-3, Kosmont will prepare a summary memo outlining next steps for implementation, a timeline, and a budget for the implementation activities. The memo will include recommendations for the composition of the appropriate governing board for the district (e.g., Public Financing Authority), whether districting is recommended, voting / approval procedures, formation milestones, community engagement, CEQA considerations, and other factors as may be appropriate based on district recommendations. The memo will function as a realistic action plan and “roadmap” for moving forward.

Task 4 Deliverable: Next Steps Summary Memo
15 CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD)
Feasibility Study - RFP INF 22-02
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
- 279 -

KOSMONT COMPANIES
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1070 www.kosmont.com
SECTION 2.

SCOPE OF WORK
TASK 5 – STUDY RESULTS
Kosmont will organize and compile one (1) electronic copy of all documents from previous Tasks, as well as ten (10) bound hard-copies and one (1) unbound camera-ready copy of Study Results.

Kosmont anticipates a presentation of analysis findings to City staff and/or Council in a meeting / workshop format, either virtually or in person, whichever is deemed appropriate by the City and Kosmont.

Task 5 Deliverables:
• One (1) electronic copy of all documents (PDF and Word/Excel Versions). • Ten (10) bound hard-copies and one (1) unbound camera-ready copy of Study results. • Preparation and participation at City staff / Council meeting / workshop, virtually or in person.

Approach to Tasks: The prospective assignment and consulting services that Kosmont will provide will be of a relatively limited scope and duration, and advisory in nature. Kosmont will be making recommendations only, which advise the Client and jurisdictions, including their elected officials, appointed officials, and staff, which they can accept or reject. None of Kosmont's staff will act in a capacity as an elected official, nor appointed official, nor as staff, nor as serving in a "designated" position.

TIMING
The Consultant team is prepared to commence work immediately upon receipt of executed Agreement and notice to proceed. The estimated timeline for completion is outlined below, based on Kosmont’s extensive experience in fully forming four EIFDs (mainly including both City and County participation), being substantially far along with the formation public hearings in 11 additional jurisdictions, and preparing over 30 other EIFD feasibility analyses in other stages of formation and implementation statewide, including experience in the Central Valley (e.g., City of Fresno, City of Sanger, County of Fresno, County of Madera), East Bay region (e.g., City of Brentwood, City of Pittsburg), and unincorporated County of Sacramento.

Kosmont believes that the City’s expectation of feasibility study completion and preparedness for Council consideration within six (6) monthsis viable.
16 CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD)
Feasibility Study - RFP INF 22-02
TASK Estimated Timing for Completion
(Assuming initiation in January 2022)
Task 1: Identify Boundaries and Initial Screening Criteria January – February 2022 Task 2: Tax Increment Analysis February – March 2022
Task 3: Identify Infrastructure Needs (and Complementary Funding Sources) March – April 2022
Task 4: Next Steps for Implementation April – May 2022
Task 5: Study Results (Including Presentation / Workshop) May – June 2022 DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
- 280 -
SECTION 3.

COST – PROFESSIONAL

SERVICES FEES

CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD) Feasibility Study RFP INF 22-02
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
- 281 -

KOSMONT COMPANIES
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1070 www.kosmont.com
17 BUDGET
Compensation for Tasks 1 through 5 is estimated below for professional services, including the 15% contingency requested in the RFP, and is not to exceed $49,734.

Task budgets may be re-allocated between tasks and personnel as deemed appropriate by Consultant in order to adequately provide services to Client and to remain on schedule and within overall budget.

Kosmont accepts the City’s Epay Program and services will be invoiced monthly at Consultant’s standard billing rates, as shown above and on the hourly rate sheet included herein. Any unpaid invoices after 30 days shall accrue interest at the rate of 10% per annum.

SECTION 3.

COST – PROFESSIONAL

SERVICES FEES

CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD)
Feasibility Study - RFP INF 22-02
Estimated
Cost
Estimated
Hours
CEO /
President SVP VP Analyst
TASKS $395 /
$365 $325 $225 $165
1 Identify Boundaries and Initial
Screening Criteria $10,320 38 3 18 8 9
2 Tax Increment Analysis $10,715 39 4 18 8 9
3 Identify Infrastructure Needs
(and Complementary Funding
Sources)
$10,100 36 4 18 6 8
4 Next Steps for Implementation $6,250 22 2 12 4 4
5 Study Results (Including
Presentation / Workshop) $5,220 20 12 8
Professional Services Total $42,605 155 13 78 26 38
15% Contingency per RFP $6,391
Reimbursable Expenses $738
Total Not-to-Exceed Budget $49,734
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
- 282 -
18 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02

PRICING SCHEDULE
REQUEST FOR PROPOSAL NO. INF 22-02

EIFD FEASIBILITY STUDY
REQUIRED SERVICES Unit Price
Professional Services Fees for performance and delivery of Tasks 1-5 $49,734 TOTAL $49,734
Additional Services (Please specify) N/A
Will proposer accept the City’s Epay Payment Program? Please check one: Yes __X__ No ____ Information regarding the program is provided in GENERAL INFORMATION – ELECTRONIC PAYMENT INFORMATION, PAGE 10.

Company Name (Proposer):

Kosmont & Associates, Inc., Dba Kosmont Companies
By (Person Submitting Proposal):

Print Ken K Hira
By Person Submitting Proposal):
(Signature)
Title of Person Submitting Proposal: President
President
Business Address
(City/State/Zip): Manhattan Beach, CA 90266
Email Address: [email protected]
Telephone Number: 424-297-1070
Fax Number: 424-286-4632
Date: 11/11/2021
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
- 283 -

KOSMONT COMPANIES
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1070 www.kosmont.com
KOSMONT COMPANIES 2022 FEE SCHEDULE
Professional Services
Chairman & CEO $395.00 / hour
President $365.00 / hour
Senior Vice President/Senior Advisor $325.00 / hour
Vice President $225.00 / hour
Senior Project Analyst $195.00 / hour
Project Analyst/Project Research $165.00 / hour
Assistant Project Analyst/Assistant Project Manager $125.00 / hour Project Promotion/Graphics/GIS Mapping Services $ 95.00 / hour Clerical Support $ 70.00 / hour
• Additional Expenses
In addition to professional services (labor fees):
1) An administrative fee for in-house copy, fax, phone, postage costs, digital/technological support and related administrative expenses will be charged, which will be computed at four percent (4.0 %) of monthly Kosmont Companies professional service fees incurred; plus
2) Out-of-pocket expenditures, such as travel and mileage, professional printing, and delivery charges for messenger and overnight packages will be charged at cost. 3) If Kosmont retains Third Party Vendor(s) for Client (with Client’s advance approval), fees and cost will be billed to Client at 1.1X (times) fees and costs.
4) Consultant’s attendance or participation at any public meeting, whether such participation is in person, digital, video and/or telephonic (e.g., City Council, Planning Commission, Public Agency Board, other) requested by Client and are beyond those specifically identified in the Scope of Work will be billed at the professional services (hourly) fees as shown on this on this rate sheet.
• Charges for Court/Deposition/Expert Witness-Related Appearances Court-related (non-preparation) activities, such as court appearances, depositions, mediation, arbitration, dispute resolution and other expert witness activities, will be charged at a court rate of 1.5 times scheduled rates, with a 4-hour minimum.

Rates shall remain in effect until December 31, 2022.
19 SECTION 3.

COST – PROFESSIONAL

SERVICES FEES

CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD)
Feasibility Study - RFP INF 22-02
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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SECTION 4.

REFERENCES

CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD) Feasibility Study RFP INF 22-02
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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Company Name: CITY OF FRESNO (See Letter of Recommendation to follow) Address: 2600 Fresno Street
City, State, Zip Code: Fresno, CA 93721
Contact Person: Nelson Esparza, Council Vice President District 7 Email Address: [email protected]
Telephone Number: (559) 621-8000
Type of Business: City of Fresno Downtown and Blackstone BRT Corridor EIFD Formation Date of Service: 2019 – present
Annual Contract Value $105,000
Company Name: CITY OF LA VERNE
Address: 3660 "D" Street
City, State, Zip Code: La Verne, CA 91750
Contact Person: Bob Russi, City Manager
Email Address: [email protected]
Telephone Number: (909) 596-8726
Type of Business: Enhanced Infrastructure Financing District (EIFD) Feasibility Analysis, Formation, and Debt Issuance Underwriting
Date of Service: 2/2016 to present
Annual Contract Value $100,000

REFERENCES
REQUEST FOR PROPOSAL AND SPECIFICATIONS NO. INF 22-02

EIFD FEASIBILITY STUDY
All proposers must provide a list of five (5) current or former clients in the area provided below, identifying prior experience with the same type of services requested by the City under Scope of Work. References shall have similar volume and requirements to those outlined in these specifications, terms and conditions. Proposer’s failing to provide references shall be deemed unacceptable.

Company Name: CITY OF PLACENTIA
Address: 401 East Chapman Avenue
City, State, Zip Code: Placentia, CA 92870
Contact Person: Damien Arrula, City Administrator
Email Address: [email protected]
Telephone Number: (714) 745-5615
Type of Business: City of Placentia / County of Orange EIFD Formation, Debt Issuance Structure Date of Service: 2017 – present
Annual Contract Value $100,000 20
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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Company Name: SOUTHERN CALIFORNIA ASSOC. OF GOVERNMENTS (SCAG) Address: 900 Wilshire Blvd., Ste. 1700
City, State, Zip Code: Los Angeles, CA 90017
Contact Person: Kome Ajise, Executive Director
Email Address: [email protected]
Telephone Number: (213) 236-1836
Type of Business: Value Capture District Advisory
Date of Service: 2015 to present
Annual Contract Value $307,000
Company Name: CITY OF AZUSA
Address: 213 E Foothill Blvd.

City, State, Zip Code: Azusa, CA 91702
Contact Person: Sergio Gonzalez
Email Address: [email protected]
Telephone Number: 626-812-5239
Type of Business: TIF / EIFD Feasibility Study
Date of Service: 2020 – 2021
Annual Contract Value $136,000
Company Name (Proposer): Kosmont & Associates, Inc., Dba Kosmont Companies 21 DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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LETTER OF RECOMMENDATION
22 SECTION 4.

REFERENCES

CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD)
Feasibility Study - RFP INF 22-02
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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APPENDIX

CITY OF MODESTO
Enhanced Infrastructure Financing District (EIFD) Feasibility Study RFP INF 22-02
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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23 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02

PROPOSAL ACKNOWLEDGEMENT
REQUEST FOR PROPOSAL AND SPECIFICATIONS NO. INF 22-02

10. No Guarantee or Warranty: The City makes no guarantee or warranty as to the condition, completeness or safety of any material or equipment that may be traded in on this order.

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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24 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 THE undersigned acknowledges receipt of the referenced RFP and/or Addenda and offers and agrees to furnish the articles and/or services specified on behalf of the proposer indicated below, in accordance with the specifications, terms and conditions of this RFP and Proposal Acknowledgement, for the pricing indicated on the Pricing Schedule.

Firm:

Kosmont & Associates, Inc., Dba Kosmont Companies
Address:
1601 N Sepulveda Blvd. #382
City/State/Zip:

Manhattan Beach, CA 90266
Signature/Title/Date:

President 11/11/2021
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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25 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02

EXCEPTIONS, CLARIFICATIONS, AMENDMENTS
REQUEST FOR PROPOSAL AND SPECIFICATIONS NO. INF 22-02

EIFD FEASIBILITY STUDY
Exceptions, Clarifications, Amendments
List requests for proposal clarifications and exceptions below, if any, sign and submit with your proposal response.

Item No. Reference To: Description
Page No. Paragraph No.
1 2
3 4
29 33
41 41
1 2
2 3
Our liability shall not exceed the limits of our insurance.

Kosmont interprets Form 700 to be applicable to elected officials and public employees. The prospective assignment and consulting services that Kosmont will provide will be of a relatively limited scope and duration, and advisory in nature. Kosmont will be making recommendations only, which advise the City, including its elected officials, appointed officials and staff, and such advice can be accepted or rejected. None of Kosmont's staff will act in a capacity as an elected official, nor appointed official, nor as staff, nor as serving in a "designated" position. Therefore, if awarded the contract we believe our privately held California Corporation should not be required to submit Form 700.

Please strike “whether or not the act or omission arises from the sole negligence of the City”
Please strike “Consultant’s obligation to defend, indemnify and hold the City and its agents harmless is not limited to or restricted by any requirements in the Agreement for consultant to procure and maintain a policy of insurance”
Company Name (Proposer): Kosmont & Associates, Inc., Dba Kosmont Companies DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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26 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02

FINANCIAL INTEREST DISCLOSURE
REQUEST FOR PROPOSAL AND SPECIFICATIONS NO. INF 22-02

EIFD FEASIBILITY STUDY

FINANCIAL INTEREST DISCLOSURE

Tests of Materiality:

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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27 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 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 agreement or application or development rights is true, correct and complete. 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.

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

COMPANY NAME: Kosmont & Associates, Inc., Dba Kosmont Companies APPLICANT’S NAME (SIGNATURE):

Ken K Hira / President
APPLICANT’S NAME/TITLE (PRINT):

Applicable Names: DATE: 11/11/2021
(See attached list)
Questions concerning the application of either test to particular facts should be resolved in advance of Council action by agreement with the department head recommending approval of its agreement/application.

DIRECTOR
DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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28 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02

FINANCIAL INTEREST DISCLOSURE
COMPANY NAME: Kosmont & Associates, Inc., Dba Kosmont Companies NAMES
Signature / Print:

Signature / Print:

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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Kosmont Companies
Mailing Address: 1601 N. Sepulveda Blvd., #382 (424) 297-1070 Physical Address: 1230 Rosecrans Ave., #630 Manhattan Beach, CA 90266 www.kosmont.com Manhattan Beach, CA 90266

COMPANY HISTORY STATEMENT
November 12, 2021
Mr. Robert Kimball
Marketing Specialist, Economic Development
City of Modesto
1010 10th Street
Modesto, California 95354
Dear Mr. Kimball and City Staff:

As requested in the City of Modesto’s EIFD Feasibility Study RFP (INF 22-02), please find Kosmont’s history statements below:
• Kosmont Companies was established in 1986 and has been providing services for 35+ years. • Kosmont & Associates, Inc., Dba Kosmont Companies is a California Corporation incorporated in 1990.
• The company has no judgements, litigation, license violations or other violations outstanding or resolved in the past five years.
• CONFIDENTIAL: Financial Stability Statements are provided separately in a password protected PDF sent directly to Mr. Kimball.

Sincerely,
Ken K. Hira
President
29 DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #4..
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-1

FIRST AMENDMENT

TO STANDARD AGREEMENT

FOR PROFESSIONAL SERVICES
THIS FIRST AMENDMENT, made and entered into in the City of Modesto, State of California, this _ day of , 2023, (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "City", and Kosmont Companies, a California corporation, hereinafter referred to as "Consultant". Collectively City and Consultant may be referred to as “Parties”.

This First Amendment is made with regard to the following recitals:

A. The City and Consultant entered into a standard agreement for consultant services dated February 8, 2022, to perform an Enhanced Infrastructure Financing District Feasibility Study (the “AGREEMENT”).

B. The City desires to expand the scope of services of the AGREEMENT to implement the formation of an Enhanced Infrastructure Financing District.

C. Consultant represents that it is qualified, willing, and able to provide the services.

NOW, THEREFORE, in consideration of this FIRST AMENDMENT, and the mutual promises, covenants, and stipulations hereinafter contained, the parties agree as follows:
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1. SCOPE OF SERVICES.

Section 1, “Scope of Services”, of the AGREEMENT is amended to incorporate Kosmont Companies Work Plan for EIFD Implementation Advisory dated May 9, 2023 as Attachment 1 to AGREEMENT Exhibit “A”.

2. COMPENSATION.

Section 3, “Compensation”, of the AGREEMENT is amended to increase the total compensation for Consultant by $150,266 for a total amount not to exceed $200,000, and to read in its entirety as follows:
“Consultant agrees to accept a sum not to exceed TWO HUNDRED THOUSAND, AND 00/100 DOLLARS ($200,000) as full remuneration for performing all services and furnishing all staffing and materials called for in Exhibit “A” and for performance by Consultant of all of its duties and obligations under this Agreement.

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

All work to be performed under this Agreement shall be billed at the rates set forth in Exhibit “A” attached hereto, Consultant shall submit monthly invoices to City which include detailed tasks, hours worked, and billable rates for all work completed, and detailed receipts for any out-of-pocket, reimbursable costs paid by Consultant in connection with work performed on this project.”

3. EFFECT OF AMENDMENT.

Except as modified and amended by this FIRST AMENDMENT to the AGREEMENT, all other provisions of the AGREEMENT shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has #4..
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-3
authorized the execution of this Amendment for Consultant Services in duplicate by its City Manager and attestation by its City Clerk under authority of Resolution No. 2023 - ________, adopted by the Council of the City of Modesto on the _________ day of _______________, 2023, and Kosmont Companies has caused this Agreement to be duly executed in duplicate as of the Effective Date.
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Kosmont Companies
Mailing Address: 1601 N. Sepulveda Blvd., #382 (424) 297-1070 Physical Address: 2301 Rosecrans Ave., #4140 Manhattan Beach, CA 90266 www.kosmont.com El Segundo, CA 90245 Memorandum
To: City of Modesto, Community and Economic Development Jessica Hill, Interim Director of Community and Economic Development Bob Kimball, Marketing Specialist

From: Kosmont Companies
Larry J. Kosmont, CRE®, Chairman & CEO
Ken K. Hira, President
Joseph Dieguez, Senior Vice President
Date: May 9, 2023
RE: Kosmont Companies Work Plan for EIFD Implementation Advisory I. BACKGROUND
Pursuant to a Professional Services Agreement between the City of Modesto (“City” or “Client”) and Kosmont Companies (“Kosmont” or “Consultant”) dated February 8, 2022, Kosmont has prepared a Feasibility Study for an Enhanced Infrastructure Financing District (“EIFD”) within the City. Based on feedback from the City Council on the findings, staff has indicated potential interest in assistance from Kosmont for refinement of the analysis and potential implementation of an EIFD, subject to analysis refinement and future City Council feedback and guidance. Kosmont proposes the following Work Plan accordingly.

II. WORK PLAN
Task 1: Stakeholder Outreach and Resolution of Intention (ROI) Kosmont will assist the City with outreach to public and private sector entity stakeholders, potentially including, but not limited to:
• County of Stanislaus (“County”) Administrative Office / Auditor-Controller / Treasurer / Tax Collector / Property Tax Manager / Economic Development / Public Works staff • County Board of Supervisors
• Major district area property owners, businesses, and/or registered voters.

Kosmont will accordingly assist with preparation and presentation of EIFD analysis materials as appropriate for such outreach. Based on stakeholder feedback, Kosmont will refine preliminary tax increment projections and related funding and financing analysis. #4..
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City of Modesto
Kosmont Work Plan for EIFD
Implementation
May 9, 2023
Kosmont Companies 2 | Page
(424) 297-1070
www.kosmont.com
The goal of this Task is to receive direction/confirmation on focus area boundaries and which taxing entities would proceed with EIFD formation initially, recognizing that other taxing entities may join in a subsequent year. Kosmont will assist with determination of refined district boundaries and governing Public Financing Authority (“PFA”) board composition as required for adoption of the Resolution of Intent (“ROI”) to initiate district formation proceedings.

Kosmont will assist City staff and the City Attorney’s office (and potentially County staff and County Counsel) with the preparation of requisite documentation for the ROI, including certification of completion of redevelopment dissolution prerequisites. Kosmont will assist with coordination and presentation at the required meeting(s) of the City Council (and potentially also County Board of Supervisors) to adopt the ROI and will assist with required noticing of the ROI following the legislative body actions.

Task 2: Fiscal and Economic Impact Analysis
Kosmont will prepare an analysis of fiscal revenues (e.g., property tax, sales tax), fiscal expenditures (e.g., police, fire, community service costs), and the resulting net fiscal impact to the City general fund (and potentially also County general fund) from potential district implementation, as required by EIFD law. It is additionally anticipated that the County may wish to review such analysis as part of potential partnership discussions.

Task 3: Infrastructure Financing Plan (IFP) Preparation Kosmont will collaborate with City staff and appropriate third-party consultants (e.g., special counsel, engineering / surveying consultants) on the preparation of the required Infrastructure Financing Plan (“IFP”) and related appendices. The IFP must include a legal description of district boundaries, public improvements to be implemented, location, timing, and costs of development and financial assistance, finalized tax increment projections, intention to incur debt (e.g., bonds), district termination date, taxing entity fiscal impact analysis (included in Task 3), and replacement housing obligations. Kosmont will assist City staff (e.g., Clerk’s office) in the required distribution of the IFP to property owners within the EIFD and to affected taxing entities. Kosmont will assist the City in drafting and coordinating the required noticing (e.g., website, mailing, newspaper notices) of the PFA meeting and hearings for IFP approval and EIFD formation.

Task 4: IFP Approval and EIFD Formation Hearings
Kosmont will assist in coordination, preparation, and presentation of required materials at the required City Council and PFA meetings and hearings to approve the IFP and form the EIFD. While Kosmont is not a law firm / attorney, we will provide draft content for required resolutions for review by the City Attorney and/or special counsel. Kosmont anticipates two PFA public meetings, three PFA public hearings, and one City Council meeting as part of this task (this budget assumes that Kosmont will participate in-person for some meetings and virtually for others, as deemed mutually appropriate by the City and Kosmont). Once the EIFD is successfully formed, Kosmont will assist City staff in completing the required EIFD filings with the State Board of Equalization. #4..
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City of Modesto
Kosmont Work Plan for EIFD
Implementation
May 9, 2023
Kosmont Companies 3 | Page
(424) 297-1070
www.kosmont.com
III. SCHEDULE AND REQUIRED DATA
Consultant is prepared to commence work upon receipt of this executed Work Plan agreement.

Kosmont anticipates a district formation timeline of approximately 12 months.

It is assumed that the City Attorney’s office or third-party special counsel will assist with review of all legal documentation (e.g., resolution of intention, resolution of formation). It is also assumed that the City will assist via public works / engineering staff or third-party engineering / surveying consultant for the preparation of the required map and legal description of EIFD boundaries.

Kosmont is able to recommend qualified firms as desired.

IV. BUDGET AUTHORIZATION
Compensation for Task 1 through Task 4 is estimated below for professional services (hourly) fees at Consultant’s billing rates as reflected in Attachment A.

Tasks Estimated
Budget
1) Stakeholder Outreach and Resolution of Intention $37,500.00 2) Fiscal and Economic Impact Analysis $19,500.00
3) Infrastructure Financing Plan (IFP) Preparation $19,500.00 4) IFP Approval and EIFD Formation Hearings $43,500.00
Contingency for Additional Ad Hoc Analysis, Outreach, Meetings $30,266.00 Not-to-Exceed Professional Services (Hourly) Fees $150,266.00 Budget may be re-allocated between Tasks as may be needed to provide adequate services to Client. Budget may be increased by Client at any time.
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City of Modesto
Kosmont Work Plan for EIFD
Implementation
May 9, 2023
Kosmont Companies 4 | Page
(424) 297-1070
www.kosmont.com
V. ACCEPTANCE AND AUTHORIZATION
Read, understood, and agreed to this
____ Day of _______________ 2023
City of Modesto Kosmont & Associates, Inc.
doing business as “Kosmont Companies”

By: _________________________ By: _________________________ (Signature) (Signature)
Name: ______________________ Name: Larry J. Kosmont, CRE® (Print Name)
Its: ___________________________ Its: Chairman & CEO
(Title)
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City of Modesto
Kosmont Work Plan for EIFD
Implementation
May 9, 2023
Kosmont Companies 5 | Page
(424) 297-1070
www.kosmont.com

ATTACHMENT A
Kosmont Companies
2023 Public Agency Fee Schedule
Professional Services
Chairman & CEO $445.00/hour
President $385.00/hour
Sr. Vice President/Sr. Advisor/Sr. Managing Director $350.00/hour Vice President/Project Advisor $225.00/hour
Senior Project Analyst $195.00/hour
Project Analyst/Project Research $165.00/hour
Assistant Project Analyst/Assistant Project Manager $125.00/hour Project Promotion/Graphics/GIS Mapping Services $ 95.00/hour Clerical Support $ 70.00/hour
Additional Expenses
In addition to professional services (labor fees):
1) An administrative fee for in-house copy, fax, phone, postage costs, digital/technological support and related administrative expenses will be charged, which will be computed at four percent (4.0 %) of monthly Kosmont Companies professional service fees incurred; plus 2) Out-of-pocket expenditures, such as travel and mileage, professional printing, and delivery charges for messenger and overnight packages will be charged at cost. 3) Project/Market data sources for support of evaluation and analysis e.g., ESRI, Placer.ai, CoStar/STR, IMPLAN, ParcelQuest and other based on quoted project cost. 4) If Kosmont retains Third Party Vendor(s) for Client (with Client’s advance approval), fees and cost will be billed to Client at 1.1X (times) fees and costs. 5) Consultant’s attendance or participation at any public meeting, whether such participation is in person, digital, video and/or telephonic (e.g., City Council, Planning Commission, Public Agency Board, other) requested by Client and are beyond those specifically identified in the Scope of Work will be billed at the professional services (hourly) fees as shown on this Attachment A. • Charges for Court/Deposition/Expert Witness-Related Appearances Court-related (non-preparation) activities, such as court appearances, depositions, mediation, arbitration, dispute resolution and other expert witness activities, will be charged at a court rate of 1.5 times scheduled rates, with a 4-hour minimum.

Rates shall remain in effect until December 31, 2023.
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

June 5, 2023
Date: May 4, 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: Memorandum of Understanding for Recycled Water Quality Studies CONTACT: Jason Farnsworth, Wastewater Division Manager, [email protected], 209-577-6255
DESCRIPTION:

Consider approving a Memorandum of Understanding (MOU) for a Mutual Pay Agreement for the Far-Field Dilution and Constituents of Emerging Concern Studies between the City of Modesto, the City of Turlock and the Del Puerto Water District to comply with State Permit requirements, and forwarding to Council for approval. (Funding Source: Sewer Operations Fund) STRATEGIC PLAN ELEMENT:

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

BACKGROUND:

The City of Modesto owns and operates the City’s Water Quality Control Facility (WQCF). The WQCF is permitted by the California Regional Water Quality Control Board, Central Valley Region (Regional Board) to discharge treated effluent (“recycled water”) to the San Joaquin River (SJR) and to the Delta-Mendota Canal (DMC). These WQCF recycled water discharges are regulated under two separate National Discharge Elimination System (NPDES) permits.

The City of Turlock owns and operates their City’s Regional Water Quality Control Facility (RWQCF). The RWQCF is permitted by the Regional Board to discharge to the SJR and DMC under the recycled water program NDPES permits.

Since the completion of the North Valley Regional Recycled Water Project (NVRRWP), the WQCF’s and RWQCF’s main recycled water receiving body is the Delta-Mendota Canal for beneficial agricultural and wetlands beneficial reuse for the Del Puerto Water District. Both Modesto and Turlock’s recycled water discharges to the DMC are regulated under a joint permit; #5..
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Economic Development Committee, June 5, 2023
Memorandum of Understanding for Recycled Water Quality Studies

Page 2 of 3 ends

Economic Development CommitteeJune 5, 2023

Economic Development Committee
June 5, 2023