Agenda packet, first session — Modesto City Council, July 11, 2023 (part 3 of 9)

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) #11..
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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. #11..
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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 #11..
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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. #11..
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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 #11..
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

July 11, 2023
Date: June 14, 2023
TO: Mayor and City Council
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 an 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 Professional Services Agreement with Kosmont Companies, for an Enhanced Infrastructure Financing District (EIFD) Feasibility Study, increasing the not to exceed amount of the Agreement by $150,266 from $49,734 for a new total amount of $200,000. (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, the Governor approved California 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. #12..
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City Council, July 11, 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. #12..
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City Council, July 11, 2023
First Amendment to the Agreement with Kosmont Companies for Enhanced Infrastructure Financing District Feasibility Study

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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
 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 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 – McHenry Avenue, and what are the tradeoffs between keeping the McHenry 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 #12..
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City Council, July 11, 2023
First Amendment to the Agreement with Kosmont Companies for Enhanced Infrastructure Financing District Feasibility Study

Page 4 of 4 ends

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.

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.

COMMITTEE RECOMMENDATION:

This item was presented to the Economic Development Committee on June 5, 2023, and recommended to Council for approval.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving the First Amendment to the Professional Services Agreement with Kosmont Companies, for an Enhanced Infrastructure Financing District (EIFD) Feasibility Study, increasing the not to exceed amount of the Agreement by $150,266 from $49,734 for a new total amount of $200,000; and authorizing the City Manager, or his designee to execute the amendment.

Approved by:

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

1. Resolution

2. Kosmont EIFD Feasibility Study Report

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

4. First Amendment to Professional Services Agreement with Kosmont Companies

5. Kosmont Companies Work Plan for EIFD Implementation Advisory #12..
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07/11/2023/CED/RKimball/Item X 1 2023-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2023-XXX

RESOLUTION APPROVING THE FIRST AMENDMENT TO THE

PROFESSIONAL SERVICES AGREEMENT WITH KOSMONT COMPANIES,

FOR AN ENHANCED INFRASTRUCTURE FINANCING DISTRICT (EFID)

FEASIBILITY STUDY, INCREASING THE NOT TO EXCEED AMOUNT OF THE AGREEMENT BY $150,266 FROM $49,734 FOR A NEW TOTAL AMOUNT OF $200,000; AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE

TO EXECUTE THE AMENDMENT
WHEREAS, in 2014 the members of the California Legislature authorized the formation of Enhanced Infrastructure Financing Districts to provide funding for municipal infrastructure investments after the dissolution of Redevelopment Agencies in 2012; and
WHEREAS, President Joe Biden signed the American Rescue Plan Act (ARPA) (March 2021) providing $47 million in funding for Modesto’s recovery from COVID-19 beyond the $10.6 million relief received from the CARES Act (March 2020); and WHEREAS, on May 25, 2021, the City Council allocated $200,000 in ARPA funding to the feasibility assessment and formation of an Enhanced Infrastructure Financing District (EIFD); and
WHEREAS, on September 29, 2021, the City posted a Request for Proposals INF-22-02 for an Enhanced Infrastructure Financing District Feasibility Study to qualified companies that was reviewed by nineteen prospective bidders; and WHEREAS, the City received one proposal from Kosmont Companies; and WHEREAS, the City accepted the Kosmont Companies proposal because of their demonstrated experience in EIFD feasibility analysis and formation, and #12..
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07/11/2023/CED/RKimball/Item X 2 2023-XX
WHEREAS, under City Manager’s authority the City entered into a Professional Services Agreement with Kosmont Companies on February 8, 2022 for a fixed price of $49,734 to conduct an EIFD feasibility study; and
WHEREAS, the City worked closely with Kosmont Companies to complete the Scope of Work for the EIFD Feasibility Study including proposing district boundaries, estimating tax increment generation and bonding capacity analysis, listing potential infrastructure investment projects, identifying complementary sources of capital, and laying out next steps to form an EIFD; and
WHEREAS, further exploration of EIFD boundary definitions including participation by Stanislaus County has been requested by the City Manager; and WHEREAS, the City has requested and received a proposed Scope of Work from Kosmont Companies to further explore EIFD boundary definition and taxing entity fiscal analysis with the City and Stanislaus County; and
WHEREAS, based on these findings, the City recommends moving forward with an amendment to the Professional Services Agreement with Kosmont Companies to perform tasks necessary to prepare for and form an EIFD; and WHEREAS, the Municipal Code generally requires contracts over $50,000 to comply with formal bidding procedures. This agreement is for professional services and is therefore exempt from the public bidding requirement pursuant to Modesto Municipal Code section 8-3.204(a); and
WHEREAS, to continue work under this agreement to expand EIFD feasibility analysis and prepare for EIFD formation, the City requires a First Amendment to the #12..
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07/11/2023/CED/RKimball/Item X 3 2023-XX
Kosmont Companies Professional Services Agreement dated February 8, 2022, increasing the agreement amount by up to $150,266 from $49,734 for a total of $200,000.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Modesto that it hereby approves the First Amendment to the Professional Services Agreement with Kosmont Companies, for an Enhanced Infrastructure Financing District (EIFD) Feasibility Study, increasing the not to exceed amount of the Agreement by $150,266 from $49,734 for a new total amount of $200,000.

BE IT FURTHER RESOLVED, that the City Manager, or his designee are hereby authorized to execute the amendment, in a form approved by the City Attorney.

The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 11th day of July, 2023, by Councilmember , who moved its adoption, which motion being duly seconded by Councilmember , was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST: ____________________________
DIANE NAYARES-PEREZ, City Clerk
(SEAL)
APPROVED AS TO FORM:

BY: __________________________________________
JOSE M. SANCHEZ, City Attorney
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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 1, 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 Area

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.

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 #12..
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City of Modesto
EIFD Boundary Scenarios
April 1, 2022
Kosmont Companies 2 | Page
(424) 297-1070
www.kosmont.com
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 4,039 14.1% $589,073,895 3.2%
McHenry Ave. Corridor 348 1.2% $323,071,371 1.8%
Kiernan Business Park 302 1.1% $47,793,887 0.3%
Total EIFD Areas 4,689 16.4% $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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Legend
Modesto City Boundaries
Downtown Modesto
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Legend
Modesto City Boundaries
McHenry Corridor
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I
Legend
Modesto City Boundaries
Kiernan Business Park
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City of Modesto
Enhanced Infrastructure Financing District (EIFD) Initial Screening Matrix April 4, 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 4, 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
• 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
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City of Modesto
Enhanced Infrastructure Financing District (EIFD) Initial Screening Matrix April 4, 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 4, 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 11-12 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 11-12 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
• Relatively high property tax capture rate for
the City at 11-12 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 4, 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 4, 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 4, 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)
• 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)
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City of Modesto
Enhanced Infrastructure Financing District (EIFD) Initial Screening Matrix April 4, 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.
16 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.
16 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.
16 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
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City of Modesto
Enhanced Infrastructure Financing District (EIFD) Initial Screening Matrix April 4, 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
• 14.1% 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
• 1.2% 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
• 1.1% 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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Modesto City Boundaries
Downtown Modesto
Kiernan Business Park
McHenry Corridor
SB 535 Disadvantaged Communities
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Modesto City Boundaries
Downtown Modesto
Kiernan Business Park
McHenry Corridor
Opportunity Zones
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Modesto City Boundaries
Downtown Modesto
Publicly-Owned Parcels
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Modesto City Boundaries
McHenry Corridor
Publicly-Owned Parcels
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Legend
Modesto City Boundaries
Kiernan Business Park
Publicly-Owned Parcels
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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 5, 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 Area

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.
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City of Modesto
EIFD Summary of Strategic Considerations
April 5, 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. #12..
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City of Modesto
EIFD Summary of Strategic Considerations
April 5, 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. #12..
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City of Modesto
EIFD Summary of Strategic Considerations
April 5, 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 Area

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
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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
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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 #12..
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Prepared by:

Kosmont Companies
Enhanced Infrastructure
Financing District (EIFD)
Tax Increment Analysis
June 2022
DRAFT#12..
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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
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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 #12..
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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 #12..
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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) #12..
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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
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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. #12..
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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. #12..
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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. #12..
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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. #12..
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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) #12..
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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
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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
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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
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DRAFT
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
6/10/2022 Appendix Page 1 of 4
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DRAFT
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 14, 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 #12..
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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, including potential sports and entertainment venue
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) • 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= #12..
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c) Modesto Capital Improvement Program 2022/2023 through 2026/20272 TIF District funding is not envisioned at 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 suggesting 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.

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. 2 https://www.modestogov.com/ArchiveCenter/ViewFile/Item/3567 #12..
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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 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.
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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 Project is currently open, with a deadline for applications of June 15, 2022

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) 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)
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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 • 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.
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July 14, 2022
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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.

There is currently draft legislation in discussion at the federal level to extend the timeframe for these potential incentives beyond the current 2026 deadline. #12..
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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 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. #12..
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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 18, 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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Task 4 – Next Steps for Implementation
July 18, 2022
Kosmont Companies 2 | Page
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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 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”)
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 allocation 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 member 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 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 #12..
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July 18, 2022
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Kosmont’s 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 at 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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July 18, 2022
Kosmont Companies 4 | Page
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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; #12..
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July 18, 2022
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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.

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.

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. ESTIMATED COSTS
The table below provides an estimated of potential costs to the City for formation of an EIFD. #12..
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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
County 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
July 2022
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Outline
Communicating in a Digital World
2 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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Introduction and Background
3 • 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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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 Districts) 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 #12..
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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. #12..
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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) #12..
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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”) #12..
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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. #12..
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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). #12..
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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 #12..
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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 #12..
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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) #12..
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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. #12..
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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. #12..
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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. #12..
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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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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 #12..
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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 #12..
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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.

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 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.

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 DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #12..
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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.

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.

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #12..
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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.

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 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 #12..
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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 #12..
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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 #12..
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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 #12..
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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 #12..
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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 #12..
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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.

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, 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 #12..
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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.

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.

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.

20. 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.

21. 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.

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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.

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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
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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 #12..
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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 #12..
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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 #12..
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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.

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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 #12..
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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.

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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 #12..
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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 #12..
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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 #12..
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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 #12..
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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 #12..
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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 #12..
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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 #12..
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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 #12..
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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 #12..
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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 #12..
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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 #12..
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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 #12..
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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 #12..
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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 #12..
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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 #12..
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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 #12..
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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 #12..
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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.

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 DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #12..
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31 CITY OF MODESTO EIFD FEASIBILITY STUDY REQUEST FOR PROPOSALS INF 22-02 project.

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.

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.

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #12..
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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.

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 #12..
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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.

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.

DocuSign Envelope ID: 29637C7A-32C3-4FB2-9D44-56B7AE2203FB #12..
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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 #12..
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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 #12..
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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 #12..
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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.

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 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.

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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 #12..
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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;
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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.

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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.

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.

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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 #12..
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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
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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 #12..
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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 #12..
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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 #12..
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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 #12..
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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 #12..
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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 #12..
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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 #12..
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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
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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 #12..
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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 #12..
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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 #12..
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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 #12..
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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 #12..
- 518 -
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 #12..
- 519 -

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 #12..
- 520 -

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 #12..
- 521 -
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 #12..
- 522 -
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 #12..
- 523 -

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 #12..
- 524 -

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 #12..
- 525 -

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 #12..
- 526 -

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 #12..
- 527 -
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 #12..
- 528 -

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 #12..
- 529 -
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 #12..
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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 #12..
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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 #12..
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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 #12..
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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 #12..
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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 #12..
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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 #12..
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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 #12..
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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 #12..
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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 #12..
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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 #12..
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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 #12..
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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 #12..
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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 #12..
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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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-2

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.
#12..
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-3
IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Amendment for Consultant Services in duplicate by its City Manager and attestation by its City Clerk on the 11th day of July 2023, and Kosmont Companies has caused this Agreement to be duly executed as of the Effective Date. #12..
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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. #12..
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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. #12..
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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

COUNCIL AGENDA REPORT
DATE OF MEETING:

July 11, 2023
Date: June 21, 2023
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Toby Wells, Interim Director of Engineering Services Department/City Engineer SUBJECT: Accept Villa D'Este Subdivision Improvements
CONTACT: Toby Wells, Interim Director of Engineering Services Department/City Engineer, [email protected], 209-571-5542
DESCRIPTION:

Consider accepting the Public Improvements of Villa D'Este Subdivision located in Village One, east of Roselle Avenue and north of Kodiak Drive and releasing securities upon expiration of statutory periods. (Funding: Not Applicable)
STRATEGIC PLAN ELEMENT:

Approval of this phase of a residential development is consistent with 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:

The original landowner, Kimberly Kuppens, filed an application for a Tentative Subdivision Map, referred to as “Villa D'Este Subdivision Map” to divide 7.15 acres located east of Roselle Avenue and north of Kodiak Drive. On September 18, 2017, by PC Resolution No. 2017-23, the Planning Commission approved the Tentative Subdivision Map for the Villa D'Este Subdivision to create 32 single-family residential lots and a remainder lot on the subject property.

On September 9, 2020, by Resolution 2020-390, The Villa D'Este Subdivision Map was approved and subsequently recorded. Shortly after recording, the subdivision was sold to DR Horton CA3, Inc. and the Subdivision Agreement was executed between the City of Modesto and DR Horton CA3 on October 27, 2020.

DISCUSSION:

The public improvements constructed for the subdivision have been completed. These improvements include water mains, sanitary sewer mains, storm drainage facilities, sidewalk and Americans with Disabilities Act (ADA) ramps, streets, curbs and gutters, and streetlights in accordance with City standards and specifications as shown on the as-built improvement plans. #13..
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City Council, July 11, 2023
Accept Villa D'Este Subdivision Improvements

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Modesto City CouncilJuly 11, 2023

Modesto City Council
July 11, 2023