Agenda packet — Modesto City Council, October 24, 2023 (part 1 of 5)

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MODESTO CITY COUNCIL
www.modestogov.com
AGENDA
City of Modesto

CITY COUNCIL MEETING
Chambers, Basement Level
Tenth Street Place, 1010 10th Street
Modesto, California
Tuesday, October 24, 2023 at 5:30 PM
Roll Call - Councilmembers Alvarez, Bavaro, Escutia-Braaton, Ricci, Williams, Wright, Mayor Zwahlen
* Public Comment will only be in-person. Members of the public who wish to address the Council, by providing public comment, during the meeting must do so in-person in the Council Chambers.

As an alternative, members of the public may also provide written public comment submitted via email as indicated in the Submitting Comments by Email instructions on this agenda. Zoom will still be available for viewing and Wordly translation.
*Members of the public will be allowed to provide public comment through Zoom if a Councilmember is participating remotely pursuant to the provisions of Assembly Bill 2449 *Effective March 1, 2023, if a technical issue arises with Zoom or the phone dial-in option, the Council meeting will continue unless the meeting is being held pursuant to the provisions of Assembly Bill 2449. Alternative viewing options are listed below, and the meeting is physically open to the public.
“Wordly” can translate into 25+ different languages! To access written translation during the meeting, please scan the QR Code or click this link https://attend.wordly.ai/join/RJDY-6364.
"Wordly" puede traducir a más de 25 idiomas diferentes! Para acceder a la traducción durante la reunión, por favor escanee el código QR o haga clic en el enlace https://attend.wordly.ai/join/RJDY-6364.

You may observe a livestream of the meeting at http://media.modestogov.com. You may also view or listen to the meeting as indicated below.
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THE MEETING CAN BE VIEWED BY ZOOM VIDEO

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

Joining the City Council meeting via Telephone
If you don’t have a smart phone or computer to access the meeting via Zoom, you can listen by phone, by calling 1-877-853-5257 (Toll Free) or 1-888-475-4499 (Toll Free) and enter the Webinar ID 869 4597 0570 Passcode 84326

SUBMITTING COMMENTS BY E-MAIL
Written comments may be submitted via email to: [email protected] (include Agenda Item Number in the subject line). All comments will be shared with the Councilmembers and placed in the record but will not be read aloud during the meeting. Written comments must be received two hours before the meeting.

This Agenda is on file in the City Clerk’s Office, Sixth Floor, 10th Street Place, Posting Board at entry of 10th Street Place, and is available on the City’s Web site at www.modestogov.com.

Materials related to an item on this Agenda submitted to the Council after distribution of the agenda packet are available for public inspection in the Clerk’s office during normal business hours. Such documents are also available online, subject to staff’s ability to post the documents before the meeting, at the following website https://www.modestogov.com/council-meetings In accordance with the requirements of Title II of the Americans with Disabilities Act (“ADA”) of 1990, the Fair Employment & Housing Act (“FEHA”), the Rehabilitation Act of 1973 (as amended), Government Code section 11135 and other applicable codes, the City of Modesto (“City”) will not discriminate against individuals on the basis of disability in the City’s services, programs, or activities. For more information, please visit the City of Modesto website at https://www.modestogov.com/865/Americans-with-Disabilities-Act-ADA - 2 -
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In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk (209) 577-5396. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting.

Pledge of Allegiance to the Flag
Invocation: Cindy Marks, Pray Modesto
City Clerk’s Announcements
Declaration of Conflicts of Interest
Reports from Closed Session

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

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

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

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

In accordance with the requirements of Title II of the Americans with Disabilities Act (“ADA”) of 1990, the Fair Employment & Housing Act (“FEHA”), the Rehabilitation Act of 1973 (as amended), Government Code section 11135 and other applicable codes, the City of Modesto (“City”) will not discriminate against individuals on the basis of disability in the - 3 -
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City’s services, programs, or activities. For more information, please visit the City of Modesto website at https://www.modestogov.com/865/Americans-with-Disabilities-Act-ADA In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk (209) 577-5396. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting.

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

Consent

1. Consider approving the minutes from the October 10, 2023 Council Meeting. (Funding Source: Not Applicable)
Staff Recommendation:
 Motion approving the minutes from the October 10, 2023 Council Meeting.

CITY CLERK; Diane Nayares-Perez, 209-577-5396, [email protected] Consent

2. Consider approving the 2024 Calendar of regularly scheduled City Council and Council Standing Committee meetings. (Funding Source: Not Applicable) Staff Recommendation:
 Resolution approving the 2024 City Calendars of regularly scheduled City Council and Council Standing Committee meetings.

CITY CLERK; Diane Nayares-Perez, 209-577-5396, [email protected] Consent

3. Consider approving a Second Amendment to the Agreement with Harris & Associates for Community Facilities Districts Engineering Services to increase the agreement amount to a revised total amount not to exceed $350,000. (Funding Source: Various Community Facilities Districts and Developer Deposits)
Staff Recommendation:
 Resolution approving a Second Amendment to the Agreement with Harris & Associates for Community Facilities Districts Engineering Services in the amount of $100,000, for a revised total amount not to exceed $350,000; and authorizing the City Manager, or his designee, to execute the Amendment.

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

4. Consider approving an Eighth Amendment to the Professional Design Services Agreement for the State Route 132 West Freeway/Expressway - Phase 1 Project with Dokken Engineering increasing the Agreement amount by $37,902, from $9,499,031 to a new total amount not to exceed $9,536,933. (Funding Source: Regional Measure L) Staff Recommendation:
 Resolution approving an Eighth Amendment to the Professional Design - 4 -
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Services Agreement for the State Route 132 West Freeway/Expressway - Phase 1 Project with Dokken Engineering increasing the Agreement amount by $37,902, from $9,499,031 to a new total amount not to exceed $9,536,933, and authorizing the City Manager, or his designee to execute the Eighth Amendment.

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

5. Consider accepting the Area 2 Storm Water to Sanitary Sewer Cross Connection Removal – Phase 2 Roosevelt Park Project as complete, releasing securities, releasing payments totaling $6,535,419 to D.A. Wood Construction, Inc. of Oakdale, CA, and authorizing the City Clerk to file a Notice of Completion. (Funding Source: Storm Drain Fund)
Staff Recommendation:
 Resolution accepting the Area 2 Storm Water to Sanitary Sewer Cross Connection Removal – Phase 2 Roosevelt Park Project as complete, releasing securities, releasing payments totaling $6,535,419 to D.A. Wood Construction, Inc., of Oakdale, CA and authorizing the City Clerk to file a Notice of Completion.

ENGINEERING SERVICES; Peter Kambel, 209-577-5444, [email protected] Consent

6. Consider accepting the Rectangular Rapid Flashing Beacon Installation Project as complete, releasing securities, releasing payments totaling $842,507 to Gruendel Inc., DBA Rays Electric of Oakland CA., and authorizing the City Clerk to file a Notice of Completion. (Funding Source: Local Measure L Funds)
Staff Recommendation:
 Resolution accepting the Rectangular Rapid Flashing Beacon Installation Project as complete, releasing securities, releasing payments totaling $842,507 to Gruendel Inc., DBA Rays Electric of Oakland CA., and authorizing the City Clerk to file a Notice of Completion.

ENGINEERING SERVICES; Peter Kambel, 209-577-5444, [email protected] Consent

7. Consider approving the Agreement for Investment Advisory Services to PFM Asset Management, LLC, San Francisco, CA, for a total amount not to exceed $1,500,000 over five years. (Funding Source: Various Funds)
Staff Recommendation:
 Resolution approving an Agreement for Investment Advisory Services to PFM Asset Management, LLC, San Francisco, CA, by utilizing the Competitive Bidding Process from the City of Redwood City, CA for a two-year Agreement with three (3) one-year extension options, for an annual estimated amount $300,000 and a total amount not to exceed $1,500,000 over five years; and authorizing the City Manager or his designee to execute the Agreement.

FINANCE DEPARTMENT; Dianne Love, 209-571-5164, [email protected] - 5 -
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Consent

8. Consider approving the Purchase for various Fleet Replacements for Fleet Vehicles which includes two (2) Caterpillar Model Rollers, one (1) Wheel Rubber Tire Compactor, and one (1) Off-Road Dump Truck in the amount not to exceed $780,433. (Funding Source: Fleet Replacement Fund and Solid Waste Grant) Staff Recommendation:
 Resolution approving the Competitive Bidding Process from Sourcewell to Caterpillar Inc. under the authorized dealer Holt to California, Stockton, CA, for the purchase of two (2) Caterpillar Model Rollers and one (1) Wheel Rubber Tire Compactor for an amount not to exceed $377,637; and authorizing the Purchasing Manager, or her designee, to issue the Purchase Order; and authorizing the Purchasing Manager or her designee to execute any Change Orders not to exceed 15% of the total purchase price.
 Resolution approving the purchase of one (1) Off-Road Dump Truck with Pape Machinery, French Camp, CA for an amount not to exceed $346,149; and authorizing the Purchasing Manager, or her designee, to issue the Purchase Order.

FINANCE DEPARTMENT; Dianne Love, 209-571-5164, [email protected] Consent

9. Consider accepting an Informational Report for the August 2023 Accounts Payable Payment Register and Void Report (Funding Source: Not Applicable) Staff Recommendation:
 Motion accepting an Informational Report for the August 2023 Accounts Payable Payment Register and Void Report.

FINANCE DEPARTMENT; Maria Garnica, 209-577-5249,
[email protected]
Consent

10. Consider approving the First Amendment with West Coast Door and Gate for On-call Commercial Roll-up Door Maintenance and Repair Services to a revised total amount of $236,000 and utilizing the Year 5 extension option, revising the Term of the Agreement from December 2, 2023 to December 2, 2024. (Funding Source: General Fund)
Staff Recommendation:
 Resolution approving a First Amendment increasing the Agreement amount with West Coast Door and Gate, for the On-call Commercial Roll-up Door Maintenance and Repair Services by $66,000 from $170,000 to a revised total amount of $236,000 and utilizing the Year 5 extension option, revising the Term of the Agreement from December 2, 2023 to December 2, 2024 and authorizing the City Manager, or his designee, to execute the Amendment.

FIRE DEPARTMENT; Kevin Wise, 209-572-9590, [email protected] Consent

11. Consider an Agreement with Dr. Jocelyn E. Roland, Modesto, CA for Psychological Services and Pre-Employment Psychological Screenings, for a total amount not to - 6 -
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exceed $930,000 over eight-years. (Funding Source: General Fund) Staff Recommendation:
 Resolution approving an Agreement with Dr. Jocelyn E. Roland, Modesto, CA for Psychological Services and Pre-Employment Psychological Screenings, for a five-year Agreement with three one-year extension options, for an annual estimated amount of $116,250, and a total amount not to exceed $930,000 over eight years; and authorizing the City Manager, or his designee, to execute the Agreement.

POLICE DEPARTMENT; Jessica Smart, 209-572-9500, [email protected] Consent

12. Consider approving the First Amendment to the Agreement with Modesto Jet Center for Aircraft Hangar Lease and Fuel Services to a revised Agreement total amount not to exceed $945,862 and approving a Purchase Order with Mather Aviation, LLC, Modesto, CA, for Aircraft Maintenance Services for a total amount not to exceed $90,228. (Funding Source: General Fund)
Staff Recommendation:
 Resolution approving the First Amendment to the Agreement with Modesto Jet Center for Aircraft Hangar Lease and Fuel Services to a revised Agreement total amount not to exceed $945,862 and extending the Term of the Agreement from twelve months to four years, ending October 31, 2027; and authorizing the City Manager, or his designee, to execute the Amendment.  Resolution approving a Purchase Order with Mather Aviation, LLC, Modesto, CA, for Aircraft Maintenance Services for a total amount not to exceed $90,228; and authorizing the Purchasing Manager, or her designee, to issue the Purchase Order.

POLICE DEPARTMENT; Kalani Souza, 209-572-9500, [email protected] Consent

13. Consider approving the Award of Bid and Agreement for Slurry Alum to Thatcher Company of California, Inc., Sacramento CA for a total amount not to exceed $300,000 over five years. (Funding Source: Surface Transportation Fund) Staff Recommendation:
 Resolution approving the Award of Bid for Purchase of Slurry Alum on an as needed basis to Thatcher Company of California, Inc., of Sacramento, CA for a one-year Agreement with four one-year extension options, for an annual estimated cost of $60,000 and a total amount not to exceed $300,000 over five years, and authorizing the Director of Finance, or her designee, to execute the Purchase Agreement.

PUBLIC WORKS; John Sphar, 209-342-2235, [email protected] Consent

14. Consider the proposed plan and recommendations from HDR Engineering, Inc., of Folsom, CA to expand and improve the existing City of Modesto Compost Facility at 7001 Jennings Road. (Funding Source: Compost Facility Improvement Fund) Staff Recommendation:
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 Resolution approving the proposed plan and recommendations from HDR Engineering, Inc. of Folsom, CA to expand and improve the existing City of Modesto Compost Facility at 7001 Jennings Road.

PUBLIC WORKS; Rosene Nguyen, 209-577-5453, [email protected] Consent

15. Consider approving the Submittal of Application(s) to Waste Tire Program Grants offered by the California Department of Resources Recycling and Recovery. (Funding Source: Not Applicable)
Staff Recommendation:
 Resolution approving the Submittal of Application(s) to Waste Tire Program Grants offered by the California Department of Resources Recycling and Recovery (CalRecycle), and authorizing the City Manager, or his designee, to sign Grant Applications and related forms.

PUBLIC WORKS; Myriah Hill, 209-577-5495, [email protected] Consent

16. Consider approving an Engineering Services Agreement with Carollo Engineers, Inc. of Walnut Creek, CA, for the Sewer Trunk Rehabilitation on Grimes, Mercy & Woodland Ave Project, in an amount not to exceed $1,540,000. (Funding Source:

Wastewater Fund)
Staff Recommendation:
 Resolution approving an Engineering Services Agreement with Carollo Engineers, Inc., of Walnut Creek, CA, for the Sewer Trunk Rehabilitation on Grimes, Mercy & Woodland Ave Project in the amount of $1,400,000 for the identified scope of services, plus $140,000 in additional services, if needed, for a total amount not to exceed $1,540,000 and authorizing the City Manager, or his designee, to execute the Agreement.
 Resolution amending the Fiscal Year 2023-24 Capital Improvement Program Budget in the amount of $1,790,000 to be transferred into the Project from Wastewater Reserves to fund the Design Phase of the Sewer Trunk Rehabilitation on Grimes, Mercy & Woodland Ave Project and authorizing the City Manager, or his Designee, to implement the provisions of the resolution.

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

17. Consider approving the submission of a Financial Assistance Application with the California State Water Resources Control Board to transition residences with existing septic systems to the City of Modesto’s sanitary sewer system. (Funding Source:

Wastewater Fund)
Staff Recommendation:
 Resolution approving the submission of a Financial Assistance Application to the California State Water Resources Control Board to fund the planning, design and construction of the Septic to Sewer Project, and authorizing the City Manager, or his designee to enter into a Financial Assistance Agreement and execute all related documents.
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UTILITIES; Miguel Alvarez, 209-577-5348, [email protected]

COUNCIL COMMENTS & REPORTS

CITY MANAGER COMMENTS & REPORTS

NEW BUSINESS

18. Consider accepting the Plans and Specifications for the J.M. Pike Park Stormwater to Sanitary Sewer Cross Connection Removal and Water Main Project and Awarding a Construction Contract to Mozingo Construction, Inc., of Oakdale, CA, for a total amount not to exceed $33,850,794; approving an Agreement with West Yost Associates, of Davis, CA, for Construction Management and Inspection Services for a total amount not to exceed $3,196,966 and approving an Agreement with Woodard & Curran, Inc., of Sacramento, CA, for Engineering Support During Construction for a total amount not to exceed $484,482. (Funding Source: Wastewater and Water Funds) Staff Recommendation:
 Resolution approving Plans and Specifications for the J.M. Pike Park Stormwater to Sanitary Sewer Cross Connection Removal and Water Main Project, accepting the bid, and approving a Construction Contract with Mozingo Construction, Inc., of Oakdale, CA, in the amount of $30,773,449, plus $3,077,345 in contingency (if needed), for a total amount not to exceed $33,850,794 and authorizing the City Manager, or his designee, to execute the contract.
 Resolution authorizing an increase in the Director’s Authority to issue Change Orders for the J.M. Pike Park Stormwater to Sanitary Sewer Cross Connection Removal and Water Main Project from 8% ($2,461,876) to 10% ($3,077,345) of the Construction Contract amount of $30,773,449 with Mozingo Construction, Inc., of Oakdale, CA.
 Resolution approving an Agreement with West Yost Associates, of Davis, CA, for Construction Management and Inspection Services for the J.M. Pike Park Stormwater to Sanitary Sewer Cross Connection Removal and Water Main Project in the amount of $2,906,333, plus $290,633 in additional services, if needed, for a total amount not to exceed $3,196,966 and authorizing the City Manager, or his designee, to execute the Agreement.
 Resolution approving an Agreement with Woodard & Curran, Inc., of Sacramento, CA, for Engineering Support During Construction for the J.M.

Pike Park Stormwater to Sanitary Sewer Cross Connection Removal and Water Main Project, in an amount not to exceed $440,482 for the identified Scope of Services, plus $44,000 for additional services (if needed), for a total amount not to exceed $484,482 and authorizing the City Manager, or his designee, to execute the Agreement.
 Resolution amending the Fiscal Year 2023-24 Capital Improvement Program Budget in the amount of $15,529,791 to fund the Construction Phase of the - 9 -
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J.M. Pike Park Stormwater to Sanitary Sewer Cross Connection Removal and Water Main Project and authorizing the City Manager, or his designee, to implement the provisions of the Resolution.

UTILITIES; David Felix, 209-577-5488, [email protected]

MATTERS TOO LATE FOR THE AGENDA
These may be presented by members of the City Council and staff upon determination by a majority vote that an emergency exists, as defined by State law, or by a 2/3 vote that (1) there is a need to take immediate action, and (2) that the need for action came to the City’s attention after the agenda was posted.

ADJOURNMENT

CLOSED SESSION
Please take notice that a special Closed Session meeting of the Council of the City of Modesto has been called pursuant to Section 2-1.02 of the Modesto Municipal Code to be convened on
TUESDAY, OCTOBER 24, 2023 AT 4:45 PM
and after the regularly scheduled meeting in the Tenth Street Place, Chambers Conference Room, Basement Level, 1010 Tenth Street, Modesto, California.

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

The business to be considered at said City Council meeting shall consist of a Closed Session concerning the following:

CLOSED SESSION
CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION
Two Cases (Pursuant to Section 54956.9(d)(1) of the Government Code) Name of Case: City of Camden, et al. v. E.J. DuPont de Nemours and Co. et al.

U.S. District Court for the District of South Carolina Charleston Division
Case No.: 2:23-cv-03230-RMG
City of Camden, et al. v. 3M Company
U.S. District Court for the District of South Carolina Charleston Division
Case No.: 2:23-cv-03147-RMG
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CONFERENCE WITH LEGAL COUNSEL — ANTICIPATED LITIGATION
One Case (Pursuant to Section 54956.9(d)(4) of the Government Code) Posted pursuant to Government Code Section 54954.2 on the bulletin board at Tenth Street Place on
at by
date time signature
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MODESTO CITY COUNCIL
www.modestogov.com

MINUTES
City of Modesto

CITY COUNCIL MEETING
Chambers, Basement Level
Tenth Street Place, 1010 10th Street
Modesto, California
Tuesday, October 10, 2023 at 5:30 PM
Roll Call - Councilmembers Alvarez, Bavaro, Escutia-Braaton, Ricci, Williams, Wright, Mayor Zwahlen
Pledge of Allegiance to the Flag
Invocation: Lyn Crase, Emanuel Lutheran
City Clerk’s Announcements: None
Declaration of Conflicts of Interest: None
Reports from Closed Session: City Attorney Sanchez reported No Reportable Action was taken.

ACKNOWLEDGEMENTS AND PRESENTATIONS

1. StanCOG Community Outreach for Unmet Transit Needs Process. (Funding Source:

Not Applicable)
CITY MANAGER; Joseph Lopez, 209-577-5223, [email protected] ACTION: Jean Foletta presented StanCOG Community Outreach for Unmet Transit Needs Process.
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MISCELLANEOUS

2. Consider reappointing Kayvon Banankhah, Lolamaya Evans, Jossfin Garza, Hamza Modan and Abigail Manzano, and appointing Saida Alvarez, Edith Hughes, Martin Montez, and Sabrina Toor to the Modesto Youth Commission for the 2023–2024 school year from October 11, 2023 through June 30, 2024. (Funding Source: Not Applicable)
Staff Recommendation:
 Resolution reappointing Kayvon Banankhah, Lolamaya Evans, Jossfin Garza, Hamza Modan and Abigail Manzano to the Modesto Youth Commission for the 2023–2024 school year from October 11, 2023 through June 30, 2024.  Resolution appointing Saida Alvarez, Edith Hughes, Martin Montez, and Sabrina Toor to the Modesto Youth Commission for the 2023–2024 school year from October 11, 2023 through June 30, 2024.

CED; Laurie Smith, 209-577-5347, [email protected]
ACTION: (Wright/Escutia-Braaton; 7/0) Resolution 2023-438 reappointing Kayvon Banankhah, Lolamaya Evans, Jossfin Garza, Hamza Modan and Abigail Manzano to the Modesto Youth Commission for the 2023–2024 school year from October 11, 2023 through June 30, 2024.

ACTION: (Wright/Escutia-Braaton; 7/0) Resolution 2023-439 appointing Saida Alvarez, Edith Hughes, Martin Montez, and Sabrina Toor to the Modesto Youth Commission for the 2023–2024 school year from October 11, 2023 through June 30, 2024.

PUBLIC COMMENT PERIOD
 James Costello, Modesto Citizens Action Group and Modesto Life Center stated that he wanted to congratulate City staff for their recent awards having to do with homelessness.

It’s a complex problem, and these are two efforts that help. He also spoke about safe sleeping sites and is hoping they will address this problem soon.  Steve spoke about the hate speech made at the last meeting and the decision to eliminate commenting through Zoom. He referenced the action taken when proud boys spoke in the past. He spoke about the need for the public to participate in meetings through Zoom.  Derek Castle commented on the homeless and the need to find alternatives for them.

There is a need to have safe camping in the most effective way possible. He further stated that safe alternative spaces are needed for shelter during extreme weather.  Rebecca Harrington thanked the City for being a sponsor of the Dia De Los Muertos event. She provided details of the upcoming Dia De Los Muertos event that will be held on October 21, 2023 in Downtown Modesto.
 Darlene Ruiz spoke about former Officer Lamantia and her concerns about him possibly being allowed to return to work based on the decision by the arbitrator. She asked how #1..
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the arbitrator could be allowed to make that decision. She also spoke about police unions and arbitrators and asked for accountability.
 Ray Ruiz commented on the criminal charges against former Officer Lamantia being dropped and commented on the labor arbitrator and police union.  Ramon Rodriguez spoke about the last Council meeting and the hate comments made by individuals participating via Zoom. He is disappointed in Zoom commenting being discontinued. Hatred has no place in the community.
 Gladys Williams invited the public and Council to attend the free screening of a documentary entitled “Repairing the World: Stories from The Tree of Life” Sunday, Oct. 15th, at Brenden Theatres, 1021 10th St. She asked the public to visit the NAACP website for etickets.
 Brittoni Chavez spoke about the shooting of Paul Chavez. She said there's still no accountability. She also spoke about the Community Police Review Board meetings.

She would like to see action and accountability.
 Theresa Clutter spoke about the shooting of Paul Chavez. She asked for justice. She spoke about Zoom commenting being removed. She also spoke about former Officer Lamantia.
 Jerry Thompson stated he participated in a meeting last week with the lowrider club and the Chief. He also commented that their club will be providing items for display at the Sacramento History Museum's “Boulevard Dreams” exhibit.

CONSENT ITEMS – ROLL CALL VOTE REQUIRED
ACTION CONSENT ITEMS 3-16: (Wright/Escutia-Braaton; 7/0)

CONSENT
Consent

3. Consider approving the minutes from the September 26, 2023 Council Meeting. (Funding Source: Not Applicable)
 Motion approving the minutes from the September 26, 2023 Council Meeting.

CITY CLERK; Diane Nayares-Perez, 209-577-5396, [email protected] ACTION: (Wright/Escutia-Braaton; 7/0) Motion approving the minutes from the September 26, 2023 Council Meeting.

Consent

4. Consider approving Final Adoption of Ordinance 3766-C.S. amending sections of Title 8, Chapter 3 of the Modesto Municipal Code to increase the City Manager’s authority for all Contracts and Purchase Orders from $50,000 to $100,000 for Goods/Services; increasing the City Manager’s authority for all Emergency Projects, Purchases and Services; increasing the Formal Bidding Authority from $50,000 to $100,000; #1..
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expanding the definition of Professional Services; and adding language to allow Electronic Bidding; and rescinding the first reading of the Ordinance approved by Council on July 11, 2023. (Funding Source: Not Applicable)  Motion approving Final Adoption of Ordinance 3766-C.S. amending sections of Title 8, Chapter 3 of the Modesto Municipal Code to increase the City Manager’s authority for all Contracts and Purchase Orders from $50,000 to $100,000 for Goods/Services; increasing the City Manager’s authority for all Emergency Projects, Purchases and Services; increasing the Formal Bidding Authority from $50,000 to $100,000; expanding the definition of Professional Services; and adding language to allow Electronic Bidding; and rescinding the first reading of the Ordinance approved by Council on July 11, 2023.

CITY CLERK; Diane Nayares-Perez, 209-577-5396, [email protected] ACTION: (Wright/Escutia-Braaton; 7/0) Motion approving Final Adoption of Ordinance 3766-C.S. amending sections of Title 8, Chapter 3 of the Modesto Municipal Code to increase the City Manager’s authority for all Contracts and Purchase Orders from $50,000 to $100,000 for Goods/Services; increasing the City Manager’s authority for all Emergency Projects, Purchases and Services; increasing the Formal Bidding Authority from $50,000 to $100,000; expanding the definition of Professional Services; and adding language to allow Electronic Bidding; and rescinding the first reading of the Ordinance approved by Council on July 11, 2023.

Consent

5. Consider approving the recommended Budget Adjustments to Fiscal Year 2023-24 Annual Operating and Capital Improvement Program Budgets. (Funding Source:

Various Funds)
 Resolution amending Fiscal Year 2023-24 Annual Operating and Capital Improvement Project Fund Budgets and authorizing the City Manager, to take the necessary steps to implement the provisions of this Resolution.

BUDGET; Steve Christensen, 209-577-5390, [email protected] ACTION: (Wright/Escutia-Braaton; 7/0) Resolution 2023-440 amending Fiscal Year 2023-24 Annual Operating and Capital Improvement Project Fund Budgets and authorizing the City Manager, to take the necessary steps to implement the provisions of this Resolution.

Consent

6. Consider approving a Will Serve Letter and an Outside Service Agreement between the City of Modesto and Dana Hargrove and Kwang Chon, husband and wife, to connect to the City of Modesto’s existing sewer system for the property located at 1613 Woodland Ave, (APN: 081-029-029) in an unincorporated area of Stanislaus County. (Funding Source: Sewer Fund, General Fund)
 Resolution approving a Will Serve Letter and Outside Service Agreement between the City of Modesto and Dana Hargrove and Kwang Chon, husband and wife, to connect to the City of Modesto’s existing sewer system for the property located at 1613 Woodland Ave (APN: 081-029-029), in an #1..
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unincorporated area of Stanislaus County, and authorizing the City Manager, or his designee, to sign the Will Serve Letter and execute the Outside Service Agreement.

ENGINEERING SERVICES; Toby Wells, 209-571-5542, [email protected] ACTION: (Wright/Escutia-Braaton; 7/0) Resolution 2023-441 approving a Will Serve Letter and Outside Service Agreement between the City of Modesto and Dana Hargrove and Kwang Chon, husband and wife, to connect to the City of Modesto’s existing sewer system for the property located at 1613 Woodland Ave (APN: 081-029- 029), in an unincorporated area of Stanislaus County, and authorizing the City Manager, or his designee, to sign the Will Serve Letter and execute the Outside Service Agreement.

Consent

7. Consider approving an Agreement for Concrete Services with United Pavement Maintenance, Hughson, CA for a total amount not to exceed $2,350,000 for a one-year Agreement. (Funding Source: Measure H, Water Fund and General Fund)  Resolution approving an Agreement with United Pavement Maintenance, Hughson, CA for a one-year Agreement for a total amount not to exceed $2,350,000; and authorizing the City Manager or his designee to execute the Agreement.

FINANCE DEPARTMENT; Dianne Love, 209-571-5164, [email protected] ACTION: (Wright/Escutia-Braaton; 7/0) Resolution 2023-442 approving an Agreement with United Pavement Maintenance, Hughson, CA for a one-year Agreement for a total amount not to exceed $2,350,000; and authorizing the City Manager or his designee to execute the Agreement.

Consent

8. Consider approving the Agreements for Rental Fleet Services with Herc Rentals, Modesto, California (CA), Holt of California, Salida, California and United Rentals, Modesto, California for a total amount not to exceed $2,000,000 over five years. (Funding Source: Various Funds)
 Resolution approving the Agreements with Herc Rentals, Modesto, CA, Holt of California, Salida, CA, and United Rentals, Modesto, CA, by utilizing the Competitive Bid Process with OMNIA Partners and Sourcewell, for Rental Fleet Services for a one-year Agreement with four one-year extension options, for an annual estimated amount of $400,000 and a total amount not to exceed $2,000,000 over five years; and authorizing the City Manager or his designee to execute the Agreements.

FINANCE DEPARTMENT; Dianne Love, 209-571-5164, [email protected] ACTION: (Wright/Escutia-Braaton; 7/0) Resolution 2023-443 approving the Agreements with Herc Rentals, Modesto, CA, Holt of California, Salida, CA, and United Rentals, Modesto, CA, by utilizing the Competitive Bid Process with OMNIA Partners and Sourcewell, for Rental Fleet Services for a one-year Agreement with four #1..
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one-year extension options, for an annual estimated amount of $400,000 and a total amount not to exceed $2,000,000 over five years; and authorizing the City Manager or his designee to execute the Agreements.

Consent

9. Consider approving the First Amendment to the Purchasing Agreements with Ferguson Waterworks, Modesto CA, Iconix Waterworks, McClellan CA, and American AVK, Minden NV for Concrete Boxes, Covers, Valves, Hydrants and Fittings to a revised total amount not to exceed $8,700,000 over five years. (Funding Source: Water Fund)  Resolution approving the First Amendment to the Purchasing Agreements with Ferguson Waterworks, Modesto, CA, Iconix Waterworks, McClellan, CA, and American AVK, Minden, NV for Concrete Boxes, Covers, Valves, Hydrants and Fittings increasing the annual estimated spending by $975,000 from $765,000 to a revised annual estimated amount of $1,740,000 and a revised total amount not to exceed $8,700,000 over five years; and authorizing the City Manager or his designee to execute the Amendments.

FINANCE DEPARTMENT; Dianne Love, 209-571-5164, [email protected] ACTION: (Wright/Escutia-Braaton; 7/0) Resolution 2023-444 approving the First Amendment to the Purchasing Agreements with Ferguson Waterworks, Modesto, CA, Iconix Waterworks, McClellan, CA, and American AVK, Minden, NV for Concrete Boxes, Covers, Valves, Hydrants and Fittings increasing the annual estimated spending by $975,000 from $765,000 to a revised annual estimated amount of $1,740,000 and a revised total amount not to exceed $8,700,000 over five years; and authorizing the City Manager or his designee to execute the Amendments.

Consent

10. Consider approving the Second Amendment for Fleet Tire Purchases with McCoy Truck Tire, Modesto, CA and Valley Tire, Modesto, CA to increase the Agreement to a revised total amount of $2,170,000. (Funding Source: Water Fund)  Resolution approving the Second Amendment for Fleet Tire Purchases with McCoy Truck Tire, Modesto, CA and Valley Tire, Modesto, CA to increase the Agreement amount by $400,000 to a revised total amount of $2,170,000 through the Term of the Agreement and extending the Term Date from October 22, 2023, to October 22, 2024; and authorizing the City Manager or his designee to execute the Amendment.

FINANCE DEPARTMENT; Dianne Love, 209-571-5164, [email protected] ACTION: (Wright/Escutia-Braaton; 7/0) Resolution 2023-445 approving the Second Amendment for Fleet Tire Purchases with McCoy Truck Tire, Modesto, CA and Valley Tire, Modesto, CA to increase the Agreement amount by $400,000 to a revised total amount of $2,170,000 through the Term of the Agreement and extending the Term Date from October 22, 2023, to October 22, 2024; and authorizing the City Manager or his designee to execute the Amendment.
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Consent

11. Consider approving updated pricing for seven bid events for Fleet Additions and Replacement Vehicles by $381,773. (Funding Source: Fleet Replacement Fund, Police Grants and Traffic Safety)
 Resolution approving an increase to the amount for the purchase of one LowProfile Dump Truck to Cobalt Truck, Las Vegas, NV by $2,556, increasing the Purchase Order from $115,932 to a new total amount not to exceed $118,488, and authorizing the Purchasing Manager, or her designee, to update the Purchase Order.
 Resolution approving an increase to the amount for the purchase of two OneTon Extended Cab Trucks to Napa Ford, Napa, CA by $38,531, increasing the Purchase Order from $110,114 to a new total amount not to exceed $148,645, and authorizing the Purchasing Manager, or her designee, to update the Purchase Order.
 Resolution approving an increase to the amount for the purchase of four OneTon Trucks to Napa Ford, Napa, CA by $84,050, increasing the Purchase Order from $188,429 to a new total amount not to exceed $272,479, and authorizing the Purchasing Manager, or her designee, to update the Purchase Order.  Resolution approving an increase to the amount for the purchase of two Passenger Vans to Napa Ford, Napa, CA by $60,308, increasing the Purchase Order from $95,206 to a new total amount not to exceed $155,514, and authorizing the Purchasing Manager, or her designee, to update the Purchase Order.
 Resolution approving an increase to the amount for the purchase of twelve Half-Ton Trucks to Penske Chevrolet, Cerritos, CA by $178,160, increasing the Purchase Order from $425,159 to a new total amount not to exceed $603,319, and authorizing the Purchasing Manager, or her designee, to update the Purchase Order.
 Resolution approving an increase to the amount for the purchase of one Peterbilt Class 4-8 Chassis with related equipment with Interstate Truck Center dba Valley Peterbilt, Turlock, CA by $16,726, increasing the Purchase Order from $199,846 to a new total amount not to exceed $216,572, and authorizing the Purchasing Manager, or her designee, to update the Purchase Order.  Resolution approving an increase to the amount for the purchase of four Forklifts with Cromer Material Handling, Pasadena, CA by $1,442, increasing the Purchase Order from $155,539 to a new total amount not to exceed $156,981, and authorizing the Purchasing Manager, or her designee, to update the Purchase Order.

FINANCE DEPARTMENT; Dianne Love, 209-571-5164, [email protected] ACTION: (Wright/Escutia-Braaton; 7/0) Resolution 2023-446 approving an increase to the amount for the purchase of one Low-Profile Dump Truck to Cobalt Truck, Las Vegas, NV by $2,556, increasing the Purchase Order from $115,932 to a new total amount not to exceed $118,488, and authorizing the Purchasing Manager, or her designee, to update the Purchase Order.
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ACTION: (Wright/Escutia-Braaton; 7/0) Resolution 2023-447 approving an increase to the amount for the purchase of two One-Ton Extended Cab Trucks to Napa Ford, Napa, CA by $38,531, increasing the Purchase Order from $110,114 to a new total amount not to exceed $148,645, and authorizing the Purchasing Manager, or her designee, to update the Purchase Order.

ACTION: (Wright/Escutia-Braaton; 7/0) Resolution 2023-448 approving an increase to the amount for the purchase of four One-Ton Trucks to Napa Ford, Napa, CA by $84,050, increasing the Purchase Order from $188,429 to a new total amount not to exceed $272,479, and authorizing the Purchasing Manager, or her designee, to update the Purchase Order.

ACTION: (Wright/Escutia-Braaton; 7/0) Resolution 2023-449 approving an increase to the amount for the purchase of two Passenger Vans to Napa Ford, Napa, CA by $60,308, increasing the Purchase Order from $95,206 to a new total amount not to exceed $155,514, and authorizing the Purchasing Manager, or her designee, to update the Purchase Order.

ACTION: (Wright/Escutia-Braaton; 7/0) Resolution 2023-450 approving an increase to the amount for the purchase of twelve Half-Ton Trucks to Penske Chevrolet, Cerritos, CA by $178,160, increasing the Purchase Order from $425,159 to a new total amount not to exceed $603,319, and authorizing the Purchasing Manager, or her designee, to update the Purchase Order.

ACTION: (Wright/Escutia-Braaton; 7/0) Resolution 2023-451 approving an increase to the amount for the purchase of one Peterbilt Class 4-8 Chassis with related equipment with Interstate Truck Center dba Valley Peterbilt, Turlock, CA by $16,726, increasing the Purchase Order from $199,846 to a new total amount not to exceed $216,572, and authorizing the Purchasing Manager, or her designee, to update the Purchase Order.

ACTION: (Wright/Escutia-Braaton; 7/0) Resolution 2023-452 approving an increase to the amount for the purchase of four Forklifts with Cromer Material Handling, Pasadena, CA by $1,442, increasing the Purchase Order from $155,539 to a new total amount not to exceed $156,981, and authorizing the Purchasing Manager, or her designee, to update the Purchase Order.

Consent

12. Consider a Memorandum of Agreement (MOA) between the Modesto Fire Department, Turlock Fire Department, Stanislaus Consolidated Fire Protection District and Cal Fire Tuolumne-Calaveras Unit, for participation in the Central Valley Incident Management Team. (Funding Source: Not Applicable)
 Resolution approving a Memorandum of Agreement (MOA) between the Modesto Fire Department, Turlock Fire Department, Stanislaus Consolidated Fire Protection District and Cal Fire Tuolumne-Calaveras Unit, for participation #1..
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in the Central Valley Incident Management Team and authorizing the City Manager, or his designee, to execute the MOA.

FIRE DEPARTMENT; Kevin Wise, 209-572-9590, [email protected] ACTION: (Wright/Escutia-Braaton; 7/0) Resolution 2023-453 approving a Memorandum of Agreement (MOA) between the Modesto Fire Department, Turlock Fire Department, Stanislaus Consolidated Fire Protection District and Cal Fire Tuolumne-Calaveras Unit, for participation in the Central Valley Incident Management Team and authorizing the City Manager, or his designee, to execute the MOA.

Consent

13. Consider approving a Memorandum of Understanding (MOU) for Oversight of the Fire and Emergency Medical Services (EMS) Public Safety Programs between the City of Modesto and Yosemite Community College District for a five-year term, and an Instructional Service Agreement (ISA) between the Yosemite Community College District (on behalf of Modesto Junior College) and the City of Modesto for the provision of certain Instructional Services within the State of California. (Funding Source: General Fund)
 Resolution approving a Memorandum of Understanding (MOU) for Oversight of the Fire and EMS Public Safety Programs between the City of Modesto and Yosemite Community College District, and an Instructional Service Agreement (ISA) between the Yosemite Community College District (on behalf of Modesto Junior College) and the City of Modesto for the provision of certain Instructional Services within the State of California and authorizing the City Manager, or his designee, to execute the Agreements.

FIRE DEPARTMENT; Kevin Wise, 209-572-9590, [email protected] ACTION: (Wright/Escutia-Braaton; 7/0) Resolution 2023-454 approving a Memorandum of Understanding (MOU) for Oversight of the Fire and EMS Public Safety Programs between the City of Modesto and Yosemite Community College District, and an Instructional Service Agreement (ISA) between the Yosemite Community College District (on behalf of Modesto Junior College) and the City of Modesto for the provision of certain Instructional Services within the State of California and authorizing the City Manager, or his designee, to execute the Agreements.

Consent

14. Consider approving Agreements for Tree Pruning and Removal Services with West Coast Arborists, Inc., Anaheim, CA; Greentek Services, LLC, Oroville, CA; and Rumble Tree, Inc., Modesto, CA in a total amount between all Agreements combined not to exceed $10,320,000 over five years. (Funding Source: Measure H and Various Other Funds)
 Resolution approving Agreements for Tree Pruning and Removal Services with West Coast Arborists, Inc., Anaheim, CA; Greentek Services, LLC, Oroville, CA; and Rumble Tree, Inc., Modesto, CA in a total amount between all #1..
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Agreements combined not to exceed $10,320,000 over five years and authorizing the City Manager, or his designee, to execute the Agreements.  Resolution amending the Fiscal Year 2023-24 Annual Operating Budget to appropriate unassigned Fiscal Year 2022-23 Measure H Fund carryover to increase the expenditure budget by $380,000 in the Public Works – Measure H – Community Forestry Cost Center (56041) in the Measure H Fund (0160) for the increase in the Tree Removal and Stump Grinding Services Agreement and authorizing the City Manager to take the necessary steps to implement the required budget adjustments.

PRN; Nathan Houx, 209-571-5526, [email protected]
ACTION: (Wright/Escutia-Braaton; 7/0) Resolution 2023-455 approving Agreements for Tree Pruning and Removal Services with West Coast Arborists, Inc., Anaheim, CA; Greentek Services, LLC, Oroville, CA; and Rumble Tree, Inc., Modesto, CA in a total amount between all Agreements combined not to exceed $10,320,000 over five years and authorizing the City Manager, or his designee, to execute the Agreements.

ACTION: (Wright/Escutia-Braaton; 7/0) Resolution 2023-456 amending the Fiscal Year 2023-24 Annual Operating Budget to appropriate unassigned Fiscal Year 2022-23 Measure H Fund carryover to increase the expenditure budget by $380,000 in the Public Works – Measure H – Community Forestry Cost Center (56041) in the Measure H Fund (0160) for the increase in the Tree Removal and Stump Grinding Services Agreement and authorizing the City Manager to take the necessary steps to implement the required budget adjustments.

Consent

15. Consider approving the Culture Commission’s nomination to make the Yellow-Billed Magpie the City Bird of Modesto. (Funding Source: Not Applicable)  Resolution approving the Culture Commission’s nomination to make the Yellow-Billed Magpie the City Bird of Modesto.

PRN; Laurie Smith, 209-577-5347, [email protected]
ACTION: (Wright/Escutia-Braaton; 7/0) Resolution 2023-457 approving the Culture Commission’s nomination to make the Yellow-Billed Magpie the City Bird of Modesto.

Consent

16. Consider approving the Plans and Specifications for the Upgrade Traffic Signals 2019 Project with locations at Blue Gum Avenue at Carpenter Road, 12th Street at G Street, and, 17th at I Street, accepting the Bid, and Awarding a Contract to St. Francis Electric, LLC of San Leandro, CA in the amount of $1,561,400, and Change Orders up to the cumulative amount of $156,140 for a total amount not to exceed $1,717,540. (Funding Source: Congestion Mitigation and Air Quality)  Resolution approving the Plans and Specifications for the Upgrade Traffic Signals 2019 Project, accepting the Bid, and Awarding a Contract to St. Francis #1..
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Electric, LLC of San Leandro, CA, in the amount of $1,561,400, and Change Orders up to the cumulative amount of $156,140 for a total amount not exceed $1,717,540, and authorizing the City Manager, or his designee, to execute the Agreement.

PUBLIC WORKS; Mark Murphy, 209-577-5431, [email protected] ACTION: (Wright/Escutia-Braaton; 7/0) Resolution 2023-458 approving the Plans and Specifications for the Upgrade Traffic Signals 2019 Project, accepting the Bid, and Awarding a Contract to St. Francis Electric, LLC of San Leandro, CA, in the amount of $1,561,400, and Change Orders up to the cumulative amount of $156,140 for a total amount not exceed $1,717,540, and authorizing the City Manager, or his designee, to execute the Agreement.

COUNCIL COMMENTS & REPORTS
Councilmember Bavaro spoke about the comments made at the last Council meeting and the comments made this evening about people saying that this Council did nothing about the hate speech. He wanted to provide facts that the Mayor showed strong leadership and properly addressed those who were using neo-Nazi hate speech. The Mayor showed leadership that Modesto is very proud of, and he stands with her. The Council did in fact denounce that hate speech at that meeting. If people would stick around maybe they would hear the comments made by the Council.

Councilmember Escutia-Braaton reported on recent activities. She along with Councilmember Williams and other individuals attended an El Concilio Dinner and Awards Night where they acknowledged the good work and exemplary leadership that many of the community members have demonstrated over the years. One of those honorees was Rebecca Harrington that is here this evening. She also reported on attending, along with fellow Councilmembers and the Mayor, the groundbreaking ceremony of the Modesto Temple of the Church of Jesus Christ of Latter-day Saints. She also acknowledged and condemned what is happening in Israel.

Council Member Wright commented that he was also saddened by the comments made over Zoom at the last Council meeting. It's sad to hear people talk about hate. He also stated that his heart goes out to the people in Israel and to that community. He also reported on attending the International Heritage Festival where different cultures came together and had a great time. All the different countries and the different flags were there, with different types of food, and the friendliness from all the cultures with each other made you realize how great Modesto is.

Vice Mayor Ricci stated that he wanted to express his strong support for members of the Jewish community in light of the attack on Yom Kippur that resulted in the murder and kidnaping of thousands of Israelis. The actions of Hamas are outrageous and unacceptable and ensuring the long-term health and safety of their diverse religious communities is critical. He also reported on the recent Dump Day held on September 30th at Enochs High School. If members of the public missed it, there will be another event as this will be held four times a year. He also reported on the process for bulky item pickup requests. He further spoke about homelessness and stated that they need to do something about homeless safe spaces and shelter right now. City parks, #1..
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businesses and homeowners are sheltering the homeless. There's a lot more that the government can do, and they have the responsibility to do it. He is looking forward to the upcoming Council workshop on homelessness.

Councilmember Williams commented he wanted to share his sentiments and condolences to the families in Israel that lost their lives this past weekend. He reported that this Friday night a prayer vigil will be held at Beth Shalom at 7 pm. He stated that he and Councilmember Bavaro plan to attend and Councilmember Williams was asked to say a few words. He also encouraged the public to attend the free screening of a documentary entitled “Repairing the World: Stories from The Tree of Life” Sunday, Oct. 15th, at Brenden Theatres. He along with Councilmember Escutia-Braaton and the Mayor attended groundbreaking ceremony of the Modesto Temple. He further reported on attending the International Festival.

Councilmember Alvarez stated that he wanted to highlight the intentional misinformation expressed here this evening about our Council not condemning hate speech. That sort of rhetoric intentionally incites fear and suspicion among the public and this sort of misleading information and comments presented here tonight as fact are flat out false. He wanted to underscore that every time that hate occurs in these chambers, they all condemn hate speech and racism and make decisions that are in the best interest and safety of the community, and they’ll continue to do so. He also acknowledged Indigenous Peoples Day which occurred yesterday. Indigenous Peoples Day is meant to recognize the painful history of Indigenous people who have faced hardships and to celebrate their communities.

Mayor Zwahlen stated she wanted to comment on some things that have already been mentioned regarding Israel and wanted everyone to be mindful of Ukraine, the Middle East and quite frankly, anywhere where people are suffering so needlessly throughout the world. They are constantly on her mind and her prayers daily. She also reported that the Modesto Children's Museum is open. It’s commonly called MoChiMu. It will be a delight for the community and especially for the children who are the future. She also reported that Leo the Lion is back on the Virginia trail for everyone to enjoy. She attended the Out of Darkness Suicide Walk Prevention.

In addition, she asked the public to please drive by the murals downtown behind the MoChiMu between 10th and 11th Street and also the one right across the street where there's sunflowers. If you need something to brighten your day, that will do it. She further stated that they are on this Council to meet those challenges head on and she couldn't be prouder to be on this Council with people that are hardworking and truly care about this community.

CITY MANAGER COMMENTS & REPORTS
City Manager Lopez reported that a Special City Council Workshop on Homelessness will be held on Friday, October 20th from 9 am – 12 pm at the Centre Plaza.

MATTERS TOO LATE FOR THE AGENDA
None.

ADJOURNMENT
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This meeting adjourned at 6:45 pm
Closed Session matter heard prior to the meeting.

CLOSED SESSION
CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION
Two Cases (Pursuant to Section 54956.9(d)(1) of the Government Code) Name of Case: City of Modesto, et al. v. The Dow Chemical Company, et al. (PCE) Superior Court of the State of California
Case No: CGC-98-999345 and CGC-98-999643
Perkins v. City of Modesto, et al.

United States District Court
Attest:____________________________
Diane Nayares-Perez, City Clerk
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

October 24, 2023
Date: October 4, 2023
TO: Mayor & City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Diane Nayares-Perez, CMC, City Clerk
SUBJECT: 2024 City Council Meeting and Council Standing Committee Calendar CONTACT: Diane Nayares-Perez, City Clerk, [email protected], 209-577-5396,
DESCRIPTION:

Consider approving the 2024 Calendar of regularly scheduled City Council and Council Standing Committee meetings. (Funding Source: Not Applicable) STRATEGIC PLAN ELEMENT:

This action supports the City’s 2020-2025 Strategic Plan Goals to promote trust and engagement between the community and the City.

BACKGROUND:

The Modesto City Charter, Section 707, requires that the City provide for the time, place, and manner of holding meetings by ordinance and requires that the Council hold at least one regular meeting each month. Consistent with the Section 707 of the Charter, and Section 2-1.01, of the Modesto Municipal, requires regular meetings of the City Council be held on the first, second, and fourth Tuesday of each month, except for the month of December when meetings shall be held on first and second Tuesdays only.

DISCUSSION:

As a standard practice, the City Clerk and City Manager provide a meeting calendar for the City Council and Council Standing Committees for the ensuing year with approval from the Mayor. The meeting calendar is presented each October to the City Council for consideration. In accordance with this practice, the attachments include the City Council and Standing Committee meeting calendars for 2024, respectively as Exhibit A and Exhibit B.

FISCAL IMPACT:

There is no fiscal impact associated with this item.
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City Council, October 24, 2023
2024 City Council Meeting and Council Standing Committee Calendar

Page 2 of 2 ends

COMMITTEE RECOMMENDATION:

This item was not presented at a Council Committee.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving the 2024 City Calendars of regularly scheduled City Council and Council Standing Committee meetings.

Approved by:

Diane Nayares-Perez, City Clerk
Joseph P. Lopez, City Manager
Attachments:

1. Resolution

2. 2024 City Council Meeting Calendar - Exhibit A

3. 2024 City Council and Council Standing Committee Meeting Calendar - Exhibit B #2..
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10/24/2023/CCO/DNPerez/Item X 1 2023-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2023-XX
RESOLUTION APPROVING THE 2024 CITY CALENDARS OF REGULARLY

SCHEDULED CITY COUNCIL AND COUNCIL STANDING COMMITEE

MEETINGS
BE IT HEREBY RESOLVED by the Council of the City of Modesto that the 2024 City Council Meeting Calendar, attached hereto as Exhibit “A,” and the 2024 Council Standing Committee Meeting Calendar Exhibit “B,” are hereby approved.

The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 24th day of October, 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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City Council Calendar
2024
CC Mtg Calendar for 2024 – 10/24/2023
January 2024
2nd NO MEETING *
9th Council Meeting (regular)
16th NO MEETING
23rd Council Meeting (regular)
30th NO MEETING – 5th Tuesday
February 2024
6th Council Meeting (regular)
13th NO MEETING
20th NO MEETING
27th Council Meeting (regular)
March 2024
5th Council Meeting (regular)
12th Council Meeting (regular)
19th NO MEETING*
26th NO MEETING

April 2024
2nd NO MEETING
9th Council Meeting (regular)
16th NO MEETING
23rd Council Meeting (regular)
30th NO MEETING – 5th Tuesday
May 2024
7th Council Meeting (regular)
14th Council Meeting (regular)
21st NO MEETING
28th NO MEETING
June 2024
4th Council Meeting (regular)
11th Council Meeting (regular)
18th NO MEETING
25th Council Meeting (regular)
July 2024
2nd NO MEETING*
9th Council Meeting (regular)
16th NO MEETING
23rd NO MEETING*
30th NO MEETING – 5th Tuesday
August 2024
6th NO MEETING*
13th Council Meeting (regular)
20th NO MEETING
27th Council Meeting (regular)
September 2024
3rd NO MEETING *
10th Council Meeting (regular)
17th NO MEETING
24th Council Meeting (regular)

October 2024
1st NO MEETING
8th Council Meeting (regular)
15th NO MEETING
22nd Council Meeting (regular)
29th NO MEETING – 5th Tuesday
November 2024
5th Council Meeting (regular)
12th Council Meeting (regular)
19th

NO MEETING
26th NO MEETING*

December 2024
3rd Council Meeting (regular)
10th Council Meeting (regular)
17th NO MEETING
24th CANCELLED per MMC 2-1.01
31st CANCELLED per MMC 2-1.01
* January 2nd Winter Break * August 6th National Night Out * March 19th Spring Break * September 3rd Monday Holiday * April 23 Budget Week * November 26th Thanksgiving Week * July 2nd Fourth of July Week * December 24th & 31st per MMC 2-1.01 * July 23rd Summer Break
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City of Modesto Council and Standing Committees Calendar 2024

JANUARY FEBRUARY

S M T W T F S S M T W T F S
H 2 3 4 5 6 1 2 3
7 8 9 10 11 12 13 4 5 6 7 8 9 10
14 H 16 17 18 19 20 11 12 13 14 15 16 17
21 22 23 24 25 26 27 18 H 20 21 22 23 24
28 29 30 31 25 26 27 28 29

MARCH APRIL

S M T W T F S S M T W T F S
1 2 H 2 3 4 5 6
3 4 5 6 7 8 9 7 8 9 10 11 12 13
10 11 12 13 14 15 16 14 15 16 17 18 19 20
17 18 19 20 21 22 23 21 22 23 24 25 26 27
24 25 26 27 28 29 30 28 29 30
31 MAY JUNE

S M T W T F S S M T W T F S
1 2 3 4 1
5 6 7 8 9 10 11 2 3 4 5 6 7 8
12 13 14 15 16 17 18 9 10 11 12 13 14 15
19 20 21 22 23 24 25 16 17 18 H 20 21 22
26 H 28 29 30 31 23 24 25 26 27 28 29
30 JULY AUGUST

S M T W T F S S M T W T F S
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Economic Development Committee 4:00 PM Finance Committee 4:00 PM Appointment Committee - Quarterly 4:00 PM Cannabis Permit Review - As needed *Meeting dates and times are subject to change at the request of Council Draft Calendar by the City Clerk's Office 10/24/2023
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

October 24, 2023
Date: September 13, 2023
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Jessica Hill, Director of Community and Economic Development SUBJECT: Second Amendment with Harris & Associates for Community Facilities Districts Engineering Services
CONTACT: Peter Ibrahim, Infrastructure Financing Program Supervisor [email protected], 209-577-5211
DESCRIPTION:

Consider approving a Second Amendment to the Agreement with Harris & Associates for Community Facilities Districts Engineering Services to increase the agreement amount to a revised total amount not to exceed $350,000. (Funding Source: Various Community Facilities Districts and Developer Deposits)
STRATEGIC PLAN ELEMENT:

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

BACKGROUND:

The City of Modesto’s Community Facilities Districts (CFDs) are created to provide a funding and reimbursement mechanism for public facilities and/or services for various Specific Plan areas. CFDs are established to ensure that new development projects do not solely become the responsibility of the City’s General Fund and to ensure the long-term maintenance and aesthetic quality of each neighborhood.

In 1982, the Mello-Roos Community Facilities Act of 1982 (Act) was adopted by the State of California as a method for financing infrastructure improvements and services associated with new developments. The Act allows infrastructure improvements and services to be funded through a special tax paid by property owners.

DISCUSSION:

On September 13, 2021, the City of Modesto entered into an agreement with Harris & Associates to assist with Community Facilities Districts Engineering Services. Under the City Council’s authority, the City executed the First Amendment to the agreement with Harris & #3..
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City Council, October 24, 2023
Second Amendment with Harris & Associates for Community Facilities Districts Engineering Services

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Associates on November 23, 2021, by Resolution No. 2021-448, for an amount not to exceed $250,000.

Harris & Associates is currently assisting the City on several projects including Tivoli, proposed development in Fairview Village #2, the Claus Road Corridor Study, and a variety of technical services related to engineering and infrastructure assessment/maintenance. The scope of work as stated in the original agreement remains the same, however, the projects are multi-year in nature and more costly than initially anticipated.

Some of the additional areas and needs include:
 Tivoli Voluntary Land Dedication Program (VLDP) Assistance  CFD Formation - Fairview Village #2
 CFD Formation - Village One Triangle
 Woodglen East
 CFD Formation & Infrastructure Financing Plan/Facilities Master Plan - Tivoli North  Various annexations in existing CFDs
FISCAL IMPACT:

To continue with current projects in the pipeline, the City requires a Second Amendment increasing the Agreement amount by $100,000 from $250,000, to a new total of $350,000.

Funding sources include developer deposits and from the City’s respective Community Facilities Districts. There is no impact to the General Fund.

COMMITTEE RECOMMENDATION:

This item was reviewed by the Economic Development Committee on September 11, 2023, and the Committee approved forwarding the item to the City Council for approval.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving a Second Amendment to the Agreement with Harris & Associates for Community Facilities Districts Engineering Services in the amount of $100,000, for a revised total amount not to exceed $350,000; and authorizing the City Manager, or his designee, to execute the Amendment.
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City Council, October 24, 2023
Second Amendment with Harris & Associates for Community Facilities Districts Engineering Services

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Approved by:

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

1. Resolution

2. Second Amendment to Consultant Services Agreement with Harris & Associates

3. Second Amendment – Scope and Budget

4. Executed First Amendment to Consultant Services Agreement with Harris & Associates

5. Executed Agreement for Consultant Services Agreement with Harris & Associates #3..
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October 24,2023/CEDD/PIbrahim/Item # 1 2023-xxx

MODESTO CITY COUNCIL
RESOLUTION NO. 2023-XX

RESOLUTION APPROVING A SECOND AMENDMENT TO THE AGREEMENT

WITH HARRIS & ASSOCIATES FOR COMMUNITY FACILITIES DISTRICTS ENGINEERING SERVICES IN THE AMOUNT OF $100,000, FOR A REVISED TOTAL AMOUNT NOT TO EXCEED $350,000; AND AUTHORIZING THE CITY

MANAGER, OR HIS DESIGNEE, TO EXECUTE THE AMENDMENT
WHEREAS, on September 13, 2021, the City entered into a Standard Consulting Agreement with Harris and Associates to assist with Community Facilities Districts Engineering Services for $45,000; and
WHEREAS, a First Amendment to the Standard Consulting Agreement with Harris & Associates was executed on November 23, 2021, by Resolution No. 2021-448, for an amount not to exceed $250,000; and
WHEREAS, Harris & Associates is currently assisting the City on several projects that require a variety of technical services related to engineering, infrastructure assessment, and landscaping maintenance; and
WHEREAS, the City desires to execute a Second Amendment to the Standard Consultant Agreement with Harris & Associates for Community Facilities Districts Engineering Services to increase the agreement amount by $100,000 for a total revised amount not to exceed $350,000.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves a Second Amendment to the Standard Consultant Agreement with Harris & Associates for Community Facilities Districts Engineering Services to increase the agreement amount by $100,000, for a revised Agreement total amount not to exceed $350,000.
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October 24/CEDD/PIbrahim/Item # 2 2023-xxx
BE IT FURTHER RESOLVED, that the City Manager or his designee, is 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 24th day of October, 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, CMC
City Clerk
(SEAL)
APPROVED AS TO FORM:

BY: ________________________________
JOSE M. SANCHEZ, City Attorney
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-1

SECOND AMENDMENT

TO STANDARD AGREEMENT

FOR CONSULTANT SERVICES
THIS SECOND 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 Harris & Associates, and as, hereinafter referred to as "Consultant".

This Second Amendment is made with regard to the following recitals:

A. The City and Consultant entered into a standard agreement for professional services dated September 13, 2021 to provide engineering services and assess infrastructure in the City’s Assessment (“ADs” and Community Facilities Districts (“CFDs) (the “AGREEMENT”).

B. The City and Consultant executed the first amendment professional services dated November 23, 2021.

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

NOW, THEREFORE, in consideration of this SECOND AMENDMENT, and the mutual promises, covenants, and stipulations hereinafter contained, the parties agree as follows:
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1. COMPENSATION.

Section 3, “Compensation”, of the AGREEMENT is amended to increase the total compensation for Consultant by $100,000 for a total amount of not to exceed $350,000, and to read in its entirety as follows:
“Consultant agrees to accept a sum not to exceed $350,000 as full remuneration for performing all services and furnishing all staff and materials called for in Exhibit "A" and for performance by Consultant of all of its duties and obligations under this Agreement.”

2. EFFECT OF AMENDMENT.

Except as modified and amended by this SECOND AMENDMENT to the AGREEMENT, all other provisions of the AGREEMENT shall remain unchanged and in full force and
IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Amendment for Consultant Services by its City Manager and attestation by its City Clerk on the day of ,2023,
under authority of Resolution No. 2023-______, and Harris & Associates has caused this Agreement to be duly executed as of the Effective Date. #3..
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EXHIBIT A

CITY OF MODESTO

PROFESSIONAL CIVIL ENGINEER CONSULTANT

SCOPE OF WORK
Harris & Associates will provide services to the City of Modesto associated with the:
 Review and assess needed/existing infrastructure in the City’s assessment districts and Mello-Roos (Community Facilities Districts – CFDs) districts  Review and evaluate proposed CFD annexations and formations  Prepare and review cost estimates and construction/improvement plans for needed infrastructure
 Draft engineering conditions for new development including subdivisions, site plans, etc.  Review and evaluate actions necessary to acquire rights of way and easements  Review complex land development maps including tentative and final maps  Monitor CFD rates and revenue to remaining infrastructure required  Track subdivision, development and reimbursement agreements  Meet and liaise with applicants and developers
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CITY OF MODESTO

PROFESSIONAL CIVIL ENGINEER CONSULTANT
BUDGET & FEE SCHEDULE*
Project Team Member Project Role Hourly Rate
Alison Bouley, PE Principal-in-Charge $285
Megan Quinn, MBA Project Director $260
Tamorah Bryant, PE Senior Project Manager $260
Dennis Anderson Senior Consultant $260
Connie Fife Project Manager $190
Anna Tan-Gatue, PE Senior Project Engineer $210
Joel Nagamine, PE Senior Project Engineer $180
Adam Marston Senior Analyst $190
Arn Richland Senior Analyst $160
Alexa Ludke Project Analyst $140
*Budget and fees not to exceed $350,000
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-1

FIRST AMENDMENT

TO STANDARD AGREEMENT

FOR CONSULTANT SERVICES
THIS FIRST AMENDMENT, made and entered into in the City of Modesto, State of California, this _ day of , 2021 , (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "City", and Harris & Associates, and as, hereinafter referred to as "Consultant".

This First Amendment is made with regard to the following recitals:

B. The City desires to expand the scope of services of the AGREEMENT to perform additional evaluation of the City’s engineering services.

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

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

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1. COMPENSATION.

Section 3, “Compensation”, of the AGREEMENT is amended to increase the total compensation for Consultant by $205,000 for a total amount of not to exceed $250,000, and to read in its entirety as follows:
“Consultant agrees to accept a sum not to exceed $250,000 as full remuneration for performing all services and furnishing all staff and materials called for in Exhibit "A" and for performance by Consultant of all of its duties and obligations under this Agreement.”

2. 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
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 day of , 20 , and Harris & Associates has caused this Agreement to be duly executed in duplicate as of the Effective Date.

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EXHIBIT A

CITY OF MODESTO

PROFSSIONAL CIVIL ENGINEER CONSULTANT

SCOPE OF WORK
Harris & Associates will provide services to the City of Modesto associated with the:
• Review and assess needed/existing infrastructure in the City’s assessment districts and Mello-Roos (Community Facilities Districts – CFDs) districts • Review and evaluate proposed CFD annexations and formations • Prepare and review cost estimates and construction/improvement plans for needed infrastructure
• Draft engineering conditions for new development including subdivisions, site plans, etc. • Review and evaluation actions necessary to acquire rights of way and easements • Review complex land development maps including tentative and final maps • Monitor CFD rates and revenue to remaining infrastructure required • Track subdivision, development and reimbursement agreements • Meet and liaise with applicants and developers

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CITY OF MODESTO

PROFSSIONAL CIVIL ENGINEER CONSULTANT
BUDGET & FEE SCHEDULE*
Project Team Member Project Role Hourly Rate
Alison Bouley, PE Director/Project Manager $260
Andrew MacDonald, PE, PMP Senior Project Engineer $240
Megan Quinn, MBA Deputy Project Manager $210
Nick Kral, MBA Senior Analyst $200
Diana Garrett, PE, PMP, QCM-C Senior Project Engineer $200 Anna Tan-Gatue, PE Senior Project Engineer $175
Joel Nagamine, PE Project Engineer $155
Adam Marston Senior Analyst $155
Arn Selorio Project Analyst $135
Alexa Ludke Project Analyst $125
*Budget and Fees not to exceed $250,000

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CITY OF MODESTO,
a municipal corporation
BY: ____________________________
JOSEPH P. LOPEZ, City Manager
ATTEST:
(Seal)
BY: ____________________________
DANA SANCHEZ, Interim City Clerk

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

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

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

Partnership - signature of a partner required Sole
Proprietorship - signature of proprietor
required

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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

November 23, 2021
Date: November 17, 2021
TO: Mayor and Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Jaylen French, Director of Community and Economic Development SUBJECT: First Amendment with Harris & Associates for Community Facilities Districts Engineering Services
CONTACT: Jessica Hill, Community Development Manager,
[email protected], (209) 577-5321
DESCRIPTION:

Consider approving the First Amendment to an Agreement with Harris & Associates to provide engineering services for the City’s Assessment and Community Facilities Districts (CFDs), increasing the agreement amount by $205,000 from $45,000 to a new total of $250,000. (Funding Source: Various Community Facilities Districts and Developer Deposits) STRATEGIC PLAN ELEMENT:

The recommended action supports the City of Modesto’s 2020-2025 Strategic Plan focus to provide safe, efficient, and reliable infrastructure through proactive community investment, maintenance and sustainability efforts.

BACKGROUND:

DISCUSSION:

Based on the critical need to meet the demands of the unprecedented levels of new development, on July 14, 2021, the City released a Request for Qualifications (RFQ) soliciting

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City Council, November 23, 2021
First Amendment with Harris & Associates for Community Facilities Districts Engineering Services

Page 2 of 3 ends

qualifications from experienced public sector consulting firms and/or individuals, with demonstrated understanding and familiarity in CFDs, special assessment districts, to provide engineering services and infrastructure assessment.

The RFQ solicitation yielded one response, and after a thorough interdepartmental review of the proposal, the City selected Harris & Associates because of their demonstrated experience in facilities planning and infrastructure financing, cost of scope, and overall familiarity with the subject matter. Furthermore, Harris assisted the City on several projects in the past including Village One, Tivoli, Kiernan Business Park, and Fairview Village and has an underlying understanding of the City.

Under the City Manager’s authority, the City entered into an agreement with Harris & Associates on September 13, 2021, for a not to exceed amount of $45,000. Their duties also include evaluating proposed CFD formations and annexations, preparing cost estimates and improvement plans for needed infrastructure, and other duties related to land development engineering.

Since this time, there has been multiple developers who have expressed interest in developing in other areas in the City, which would require the work of Harris and Associates. Some of those areas and needs include:
 Tentative map review
 Tivoli Voluntary Land Dedication Program (VLDP) Assistance  Acquisition and Shortfall Agreements
 CFD Formation - Fairview Village
 CFD Formation - Village One Triangle
 CFD Formation & Infrastructure Financing Plan/Facilities Master Plan - Tivoli North  Various annexations in existing CFDs - facilities cost estimate reviews Additionally, the Community and Economic Development Department is experiencing staff vacancy issues and does not have capacity to perform these functions.

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; however, staff initially conducted an informal RFP process and recommends approval of the amendment with Harris & Associates.

FISCAL IMPACT:

To continue this project to implement the recommended improvements, the City requires a First Amendment to the agreement increasing the agreement amount by $205,000 from $45,000 to a total of $250,000.

COMMITTEE RECOMMENDATION:

This item has not been reviewed by Committee.

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City Council, November 23, 2021
First Amendment with Harris & Associates for Community Facilities Districts Engineering Services

Page 3 of 3 ends

STAFF RECOMMENDATION:

Resolution approving a First Amendment to an Agreement with Harris & Associates to provide engineering services for the City’s Assessment and Community Facilities Districts, increasing the agreement amount by $205,000 from $45,000 to a total of $250,000, and authorizing the City Manager, or his designee, to negotiate and execute the amendment.

Approved by:

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

1. Resolution

2. First Amendment to Agreement with Harris & Associates

3. Exhibit to First Amendment – Scope and Budget

4. Executed Agreement with Harris & Associates

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11/23/2021/CED/JHill/Item 6 1 2021-448

MODESTO CITY COUNCIL
RESOLUTION NO. 2021-448

RESOLUTION APPROVING A FIRST AMENDMENT TO AN AGREEMENT

WITH HARRIS & ASSOCIATES TO PROVIDE ENGINEERING SERVICES FOR THE CITY’S ASSESSMENT AND COMMUNITY FACILITIES DISTRICTS INCREASING THE AGREEMENT AMOUNT BY $205,000 FROM $45,000 TO A TOTAL OF $250,000, AND AUTHORIZING THE CITY MANAGER OR HIS

DESIGNEE TO NEGOTIATE AND EXECUTE THE AMENDMENT
WHEREAS, the City of Modesto’s Community Facilities Districts are created to provide a funding and reimbursement mechanism for public facilities and/or services for various Specific Plan areas, and
WHEREAS, Community Facilities Districts are the preferred method of financing infrastructure because no finding of special benefit for each parcel is required, and WHEREAS, Under the Mello-Roos Community Facilities Act of 1982, a Community Facility District may be used to purchase, construct, expand, rehabilitate or acquire public improvements, or provide public services, and WHEREAS, in an effort to meet the demands of the unprecedented levels of new development, on July 14, 2021, the City released a Request for Qualifications soliciting qualifications from qualified public sector consulting firms and/or individuals, with demonstrated experience in Community Facilities Districts, special assessment districts, to provide engineering services and infrastructure assessment, and WHEREAS, after a thorough interdepartmental review of the proposal, the City selected Harris & Associates because of their demonstrated experience in facilities planning and infrastructure financing, cost of scope, and overall familiarity, and WHEREAS, under the City Manager’s authority, the City entered into an agreement with Harris & Associates on September 13, 2021 for a not to exceed amount

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11/23/2021/CED/JHill/Item 6 2 2021-448
of $45,000, evaluate proposed district formations and annexations, preparing cost estimates and improvement plans for needed infrastructure, and other duties related to land development engineering, and
WHEREAS, based on these findings, the City recommends moving forward with an amendment to the agreement with Harris & Associates to continue engineering services as they relate to the City’s Assessment and Community Facilities Districts, 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 this project to implement the recommended improvements, the City requires a First Amendment to the agreement increasing the agreement amount by $205,000 from $45,000 for a total of $250,000.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approving a first amendment to an agreement with Harris & Associates to provide engineering services for the City’s Assessment and Community Facilities Districts, increasing the agreement amount by $205,000 from $45,000 for a total of $250,000.

BE IT FURTHER RESOLVED by the Council of the City of Modesto that it hereby authorizes the City Manager, or his designee to negotiate and execute the amendment, in a form approved by the City Attorney.

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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

October 24, 2023
Date: October 2, 2023
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Toby Wells, Director of Engineering Services / City Engineer SUBJECT: State Route 132 West Freeway / Expressway – Phase 1 Project CONTACT: Toby Wells, P.E., Director of Engineering Services / City Engineer, [email protected], 209-571-5542
DESCRIPTION:

Consider approving an Eighth Amendment to the Professional Design Services Agreement for the State Route 132 West Freeway/Expressway - Phase 1 Project with Dokken Engineering increasing the Agreement amount by $37,902, from $9,499,031 to a new total amount not to exceed $9,536,933. (Funding Source: Regional Measure L) STRATEGIC PLAN ELEMENT:

The SR-132 West Freeway/Expressway Phase 1 Project is consistent with the City Council’s 2020-2025 Strategic Plan Goal D, Ensure Safe, Efficient and Infrastructure.

BACKGROUND:

On May 2, 2017, by Resolution No. 2017-174, the City Council approved an agreement with Dokken Engineering for professional design services in the amount of $6,400,000, plus $600,000 for additional services, for a total contract amount of $7,000,000.

On January 22, 2019, by Resolution No. 2019-01, the City Council approved a First Amendment to the agreement with Dokken Engineering in the amount of $344,096, for a total contract amount of $7,344,096.

On May 7, 2019, by Resolution No. 2019-208, the City Council approved a Second Amendment to the agreement with Dokken Engineering in the amount of $144,422, for a total contract amount of $7,488,518.

On September 24, 2019, by Resolution No. 2019-441, the City Council approved a Third Amendment to the agreement with Dokken Engineering in the amount of $1,363,210, for a total contract amount of $8,851,728.
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Council Meeting, October 24, 2023
State Route 132 West Freeway / Expressway – Phase 1 Project

Page 2 of 3 ends

On December 8, 2020, by Resolution No. 2020-504, the City Council approved a Fourth Amendment to the agreement with Dokken Engineering in the amount of $304,270, for a total contract amount of $9,155,998.

On April 5, 2022, by Resolution No. 2022-147, the City Council approved a Fifth Amendment to the agreement with Dokken Engineering in the amount of $89,227, for a total contract amount of $9,245,225.

On August 23, 2022, by Resolution No. 2022-349, the City Council approved a Sixth Amendment to the agreement with Dokken Engineering in the amount of $154,858, for a total contract amount of $9,400,083.

On March 14, 2023, by Resolution No. 2023-105, the City Council approved a Seventh Amendment to the agreement with Dokken Engineering in the amount of $98,948, for a total contract amount of $9,499,031.

DISCUSSION:

Dokken Engineering has provided construction support throughout the construction of the State Route (SR) 132 project. The project is now substantially complete and open to traffic. Caltrans, through the City of Modesto, is expecting to grant relief of maintenance from the prime contractor in the coming weeks. There is no more construction support needed from Dokken Engineering. However, with the construction activities completed, there is additional support necessary to close out the SR 132 project.

On September 5, 2023, Dokken Engineering submitted to the City a budget augmentation for additional tasks in the amount of $37,902, for a total contract amount of $9,536,933. The purpose of a requested Eighth Amendment to Dokken Engineering is to support the City during the right of way and relinquishment closeout process of the project. There are multiple parcels that the City acquired for the project, which must be transferred to Caltrans or Stanislaus County. This process requires mapping, surveying, and other engineering services best handled by the designer of record. In addition, difficult to fill staff vacancies within the Engineering Services Department requires the additional support of consultant services during the closeout process.

FISCAL IMPACT:

The Project is supported by a complex matrix of funding sources, each having a variety of requirements and constraints. The Plans, Specifications, and Estimates (PS&E) phase and Right of Way (ROW) phase of the Project is funded by a combination of CFF, County Public Facility Fees (PFF), Regional Measure L, Federal grants and state funds. Funds for the PS&E phase of the project were previously approved and are currently available in Capital Improvement Program (CIP) #100614.

The $37,902 for the Eighth Amendment to the Dokken Engineering Agreement will be paid from Project #101119 – SR 132 West Expressway. This account was created for the construction phase of the project.

The Eighth Amendment will be funded with Regional Measure L funds under the $31.8M Memorandum of Understanding (MOU) with the Stanislaus Council of Governments (StanCOG) that was presented to City Council as a separate item on September 24, 2019. No additional #4..
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Council Meeting, October 24, 2023
State Route 132 West Freeway / Expressway – Phase 1 Project

Page 3 of 3 ends

funding is being requested as part of this amendment as the amendment is being covered by the Regional Measure L funds currently allocated.

DOKKEN ENGINEERING AGREEMENT
Original Agreement, (including Amendments 1-7) $9,499,031 Proposed Eighth Amendment – Dokken Engineering $37,902
TOTAL DESIGN & SUPPORT DURING CONSTRUCTION EXPENDITURES: $9,536,933 COMMITTEE RECOMMENDATION:

This item was reviewed by the Economic Development committee on October 2, 2023 and recommended to forward to Council.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving an Eighth Amendment to the Professional Design Services Agreement for the State Route 132 West Freeway/Expressway - Phase 1 Project with Dokken Engineering increasing the Agreement amount by $37,902, from $9,499,031 to a new total amount not to exceed $9,536,933, and authorizing the City Manager, or his designee to execute the Eighth Amendment.

Approved by:

Toby Wells, Director of Engineering Services / City
Engineer
Joseph P. Lopez, City Manager
Attachments:

1. Resolution

2. Eighth Amendment to Dokken Engineering Agreement

3. Exhibit A-8 and D-8

4. Original Agreement

5. First Amendment

6. Second Amendment

7. Third Amendment

8. Fourth Amendment

9. Fifth Amendment

10. Sixth Amendment

11. Seventh Amendment
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10/24/2023/ESD/T. Wells 1 2023-

MODESTO CITY COUNCIL
RESOLUTION NO. 2023-

RESOLUTION APPROVING AN EIGHTH AMENDMENT TO THE

PROFESSIONAL DESIGN SERVICES AGREEMENT FOR THE STATE ROUTE 132 WEST FREEWAY/EXPRESSWAY - PHASE 1 PROJECT WITH DOKKEN ENGINEERING INCREASING THE AGREEMENT AMOUNT BY $37,902, FROM $9,499,031 TO A NEW TOTAL AMOUNT NOT TO EXCEED $9,536,933,

AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE TO

EXECUTE THE EIGHTH AMENDMENT
WHEREAS, on May 2, 2017, by Resolution No. 2017-174, the City Council approved an agreement with Dokken Engineering for professional design services in the amount of $6,400,000, plus $600,000 for additional services, for a total contract amount of $7,000,000; and
WHEREAS, on January 22, 2019, by Resolution No. 2019-01, the City Council approved a First Amendment to the agreement with Dokken Engineering in the amount of $344,096, for a total contract amount of $7,344,096; and WHEREAS, on May 7, 2019, by Resolution No. 2019-208, the City Council approved a Second Amendment to the agreement with Dokken Engineering in the amount of $144,422, for a total contract amount of $7,488,518; and WHEREAS, on September 24, 2019, by Resolution No. 2019-441, the City Council approved a Third Amendment to the agreement with Dokken Engineering in the amount of $1,363,210, for a total contract amount of $8,851,728; and WHEREAS, on December 8, 2020, by Resolution No. 2020-504, the City Council approved a Fourth Amendment to the agreement with Dokken Engineering in the amount of $304,270, for a total contract amount of $9,155,998; and #4..
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10/24/2023/ESD/T. Wells 2 2023-
WHEREAS, on April 5, 2022, by Resolution No. 2022-147, the City Council approved a Fifth Amendment to the agreement with Dokken Engineering in the amount of $89,227, for a total contract amount of $9,245,225; and WHEREAS, on August 23, 2022, by Resolution No. 2022-349, the City Council approved a Sixth Amendment to the agreement with Dokken Engineering in the amount of $154,858, for a total contract amount of $9,400,083; and WHEREAS, on March 14, 2023, by Resolution No. 2023-105, the City Council approved a Seventh Amendment to the agreement with Dokken Engineering in the amount of $98,948, for a total contract amount of $9,499,031; and WHEREAS, Dokken Engineering has provided construction support throughout the construction of the State Route 132 project; and
WHEREAS, the project is now substantially complete and open to traffic; and WHEREAS, Caltrans, through the City of Modesto, is expecting to grant relief of maintenance from the prime contractor in the coming weeks; and WHEREAS, there is no more construction support needed from Dokken Engineering; and
WHEREAS, on September 5, 2023, Dokken Engineering submitted to the City a budget augmentation for additional tasks in the amount of $37,902, for a total contract amount of $9,536,933; and
WHEREAS, the purpose of a requested Eighth Amendment to Dokken Engineering is to support the City during the right of way and relinquishment closeout process of the project; and
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10/24/2023/ESD/T. Wells 3 2023-
WHEREAS, there are multiple parcels that the City acquired for the project which must be transferred over either to Caltrans or Stanislaus County; and WHEREAS, this process requires mapping, surveying, and other engineering services best handled by the designer of record.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves an Eighth Amendment to the Agreement for the State Route 132 West Freeway/Expressway - Phase 1 Project with Dokken Engineering increasing the Agreement amount by $37,902, from $9,499,031 to a new total amount not to exceed $9,536,933.

BE IT FURTHER RESOLVED, that the City Manager or his designee is hereby authorized to execute the Eighth Amendment in a form approved by the City Attorney. #4..
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10/24/2023/ESD/T. Wells 4 2023-
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 24th day of October, 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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Dokken Engineering -1- City of Modesto
Eighth Amendment to Agreement for Design Services dated May 2, 2017 State Route 132 West Freeway/Expressway - Phase 1 Project

EIGHTH AMENDMENT TO AGREEMENT FOR PROFESSIONAL DESIGN SERVICES FOR STATE ROUTE 132 WEST FREEWAY/EXPRESSWAY - PHASE 1 PROJECT This Eighth Amendment to Agreement for Professional Design Services is made with reference to the contractual agreement between the CITY OF MODESTO (“City”) and DOKKEN ENGINEERING, a California corporation (“Consultant”), entered into by the parties on the 2nd day of May, 2017, hereinafter referred to as “Original Agreement”.

This Eighth Amendment to the Original Agreement for Professional Design Services is made with regard to the following recitals:

A. Section 3.0 “COMPENSATION AND BILLING” of the Original Agreement authorized and specified a not to exceed amount of $7,000,000, inclusive of additional services, to Consultant for performing all services and furnishing all staffing and materials called for in Exhibit “A” under this Agreement.

B. On or about January 22, 2019, the parties entered into a First Amendment to the Original Agreement, revising the scope of services and increasing the compensation amount by $344,095.43, and attaching corresponding Exhibits A-1 to the First Amendment “Revised Scope of Services” and Exhibit D-1 “Revised Fee Schedule.” C. On or about May 7, 2019, the parties entered into a Second Amendment to the Original Agreement, revising the scope of services and increasing the compensation amount by $144,421.92, and attaching corresponding “Exhibit A-2 to the Second Amendment - Revised Scope of Services” and “Exhibit D-2 – Revised Fee Schedule.” D. On or about September 24, 2019, the parties entered into a Third Amendment to the Original Agreement, revising the scope of services and increasing the #4..
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Dokken Engineering -2- City of Modesto
Eighth Amendment to Agreement for Design Services dated May 2, 2017 State Route 132 West Freeway/Expressway - Phase 1 Project compensation amount by $1,363,210.14, and attaching corresponding “Exhibit A-3 to the Third Amendment - Revised Scope of Services” and “Exhibit D-3 – Revised Fee Schedule.” E. On or about December 8, 2020, the parties entered into a Fourth Amendment to the Original Agreement, revising the scope of services and increasing the compensation amount by $304,270.00, and attaching corresponding “Exhibit A-4 to the Fourth Amendment - Revised Scope of Services” and “Exhibit D-4 – Revised Fee Schedule.” F. On or about April 5, 2022, the parties entered into a Fifth Amendment to the Original Agreement, revising the scope of services and increasing the compensation amount by $89,227.00, and attaching corresponding “Exhibit A-5 to the Fifth Amendment - Revised Scope of Services” and “Exhibit D-5 – Revised Fee Schedule.” G. On or about August 23, 2022, the parties entered into a Sixth Amendment to the Original Agreement, revising the scope of services and increasing the compensation amount by $154,858.00, and attaching corresponding “Exhibit A-6 to the Sixth Amendment - Revised Scope of Services” and “Exhibit D-6 – Revised Fee Schedule.” H. On or about March 14, 2023, the parties entered into a Seventh Amendment to the Original Agreement, revising the scope of services and increasing the compensation amount by $98,947.61, and attaching corresponding “Exhibit A-7 to the Seventh Amendment - Revised Scope of Services” and “Exhibit D-7 – Revised Fee Schedule.” I. On or about September 5, 2023, at the City’s request, Consultant submitted to City a budget augmentation for additional tasks to increase the amount of the Original Agreement, as amended, by an additional $37,902.26. The budget augmentation is attached hereto as “Exhibit A-8 to the Eighth Amendment - Revised Scope of Services” and the further revised fee schedule is attached hereto as “Exhibit D-8 – Revised Fee Schedule.” #4..
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Dokken Engineering -3- City of Modesto
Eighth Amendment to Agreement for Design Services dated May 2, 2017 State Route 132 West Freeway/Expressway - Phase 1 Project NOW, THEREFORE, in consideration of this Eighth Amendment to Agreement, and the mutual promises, covenants, and stipulations contained in the Original Agreement for Professional Design Services and the First, Second, Third, Fourth, Fifth, Sixth, and Seventh Amendments to Agreement, the parties agree as follows:

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

2. Section 1.1 “Scope of Services” of the Original Agreement shall be deleted and parties agree to and hereby do substitute the following in its place:
“1.1 Scope of Services: Consultant shall undertake and complete the preparation of the scope of work as set forth and described in the documents attached to the Original Agreement and referred to therein as Exhibit “A”. In addition, Consultant shall undertake and complete the preparation of the scope of work as set forth in “Exhibit A-1 to the First Amendment”, “Exhibit A-2 to the Second Amendment”, “Exhibit A-3 to the Third Amendment”, “Exhibit A4 to the Fourth Amendment”, “Exhibit A-5 to the Fifth Amendment”, “Exhibit A-6 to the Sixth Amendment”, “Exhibit A7 to the Seventh Amendment”, and “Exhibit A-8 to the Eighth Amendment - Revised Scope of Services” incorporated herein by this reference. The Consultant shall perform all services as required in a manner compatible with the standards of its profession and shall produce a fully complete project acceptable to City.”

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

1. Agreement and all attachments
a. Exhibit A – Scope of Services
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Dokken Engineering -4- City of Modesto
Eighth Amendment to Agreement for Design Services dated May 2, 2017 State Route 132 West Freeway/Expressway - Phase 1 Project b. Exhibit A-1 to the First Amendment – Revised
Scope of Services
c. Exhibit A-2 to the Second Amendment – Revised
Scope of Services
d. Exhibit A-3 to the Third Amendment – Revised
Scope of Services
e. Exhibit A-4 to the Fourth Amendment – Revised
Scope of Services
f. Exhibit A-5 to the Fifth Amendment – Revised
Scope of Services
g. Exhibit A-6 to the Sixth Amendment – Revised
Scope of Services
h. Exhibit A-7 to the Seventh Amendment – Revised
Scope of Services
i. Exhibit A-8 to the Eighth Amendment – Revised
Scope of Services
j. Exhibit B – Insurance Requirements
k. Exhibit C – Project Schedule
l. Exhibit D – Fee Schedule
m. Exhibit D-1 – Revised Fee Schedule
n. Exhibit D-2 – Revised Fee Schedule
o. Exhibit D-3 – Revised Fee Schedule
p. Exhibit D-4 – Revised Fee Schedule
q. Exhibit D-5 - Revised Fee Schedule
r. Exhibit D-6 - Revised Fee Schedule
s. Exhibit D-7 - Revised Fee Schedule
t. Exhibit D-8 - Revised Fee Schedule

2. City’s Request for Proposal

3. Consultant’s Response”

4. Section 3.1 “Compensation” of the Original Agreement between the parties shall be deleted and the parties agree to and hereby do substitute the following in its place:
“3.1 Compensation: Consultant and City agree that this Agreement is valid and enforceable only if sufficient funds are made available to the City and funding is approved by the governing body of the City. Consultant shall be paid in accordance with the schedule set forth in Exhibit “D” (Fee Schedule), attached hereto and made a part of this Agreement. In addition, Consultant shall be paid in accordance with the schedule set forth in Exhibit “D-1”, Exhibit “D-2”, Exhibit “D-3”, Exhibit “D-4”, Exhibit “D-5”, Exhibit “D6”, Exhibit “D-7”, and in Exhibit “D-8”. Fee Schedule rates shall include all work and deliverables, including travel and equipment #4..
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Dokken Engineering -5- City of Modesto
Eighth Amendment to Agreement for Design Services dated May 2, 2017 State Route 132 West Freeway/Expressway - Phase 1 Project described in Exhibit “D”, Exhibit “D-1”, Exhibit “D-2”, Exhibit “D-3”, Exhibit “D-4”, Exhibit “D-5”, Exhibit “D-6”, Exhibit “D7”, and Exhibit “D-8”, including direct salary costs, employee benefits, and overhead. The City may retain five percent of all periodic or progress payments made to the Consultant until completion and acceptance of all work tasks and City shall have right to withhold payment from Consultant for any unsatisfactory service until such time service is performed satisfactorily.

Consultant agrees to accept a sum not to exceed NINE MILLION,

FIVE HUNDRED THIRTY-SIX THOUSAND, NINE
HUNDRED THIRTY-TWO AND 36/100 DOLLARS
($9,536,932.36) as full remuneration for performing all services and furnishing all staffing and materials called for in Exhibit "A" of the original agreement, “Exhibit A-1 to the First Amendment”, “Exhibit A-2 to the Second Amendment”, “Exhibit A-3 to the Third Amendment”, “Exhibit A-4 to the Fourth Amendment”, “Exhibit A-5 to the Fifth Amendment”, “Exhibit A-6 to the Sixth Amendment”, “Exhibit A-7 to the Seventh Amendment”, and “Exhibit A-8 to the Eighth Amendment”, for performance by Consultant of all of its duties and obligations under this Agreement.

A. The method of payment for this contract will be based on lump sum, unless otherwise indicated on Exhibit “D”, Exhibit “D-1”, Exhibit “D-2”, Exhibit “D-3”, Exhibit “D-4”, Exhibit “D-5”, Exhibit “D-6”, Exhibit “D-7”, or Exhibit “D-8” of this
Agreement. The total lump sum price paid to Consultant will include compensation for all work and deliverables, including travel and equipment described in Exhibit “D,” Exhibit “D-1”, Exhibit “D-2”, Exhibit “D-3”, Exhibit “D-4”, Exhibit “D-5”, Exhibit “D-6”, Exhibit “D-7”, and Exhibit “D-8” of this contract. The hourly price paid to Consultant will include compensation for all work and deliverables, including travel and equipment described in Exhibit “D-1”, Exhibit “D-2”, Exhibit “D-3”, Exhibit “D-4”, Exhibit “D-5”, Exhibit “D-6” Exhibit “D-7” and Exhibit “D-8” of this contract. No
additional compensation will be paid to Consultant, unless there is a change in the scope of the work or the scope of the project. In the instance of a change in the scope of work or scope of the project, adjustment to the total lump sum
compensation will be negotiated between Consultant and City.

Adjustment in the total lump sum compensation will not be effective until authorized by contract amendment and approved by City.

B. Progress payments may be made monthly in arrears based on #4..
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Dokken Engineering -6- City of Modesto
Eighth Amendment to Agreement for Design Services dated May 2, 2017 State Route 132 West Freeway/Expressway - Phase 1 Project the percentage of work completed by Consultant. If Consultant fails to submit the required deliverable items according to the schedule set forth in the Statement of Work, City shall have the right to delay payment or terminate this Contract in accordance with the provisions of Article VI Termination.

C. Consultant shall not commence performance of work or services until this contract has been approved by City and notification to proceed has been issued by City’s Project Manager. No payment will be made prior to approval of any work, or for any work performed prior to approval of this contract.

D. Consultant will be reimbursed, as promptly as fiscal procedures will permit, upon receipt by City’s Project Manager of itemized invoices in triplicate. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant is billing. Invoices shall detail the work performed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the Cost Proposal and shall reference the project title as noted elsewhere in this contract.

Final invoice must contain the final cost and all credits due City that include any equipment purchased under the
provisions of section 1.14 Equipment Purchase of this contract.

The final invoice should be submitted within 60-calendar days after completion of Consultant’s work. Invoices shall be mailed to City’s Project Manager at the following address:

Mr. Toby Wells, c/o
Engineering Services Department
P.O. Box 642
Modesto, CA 95353
(209) 577-5281

5. Section 4.3 “Completion of Agreement” of the Original Agreement between the parties shall be deleted and the parties agree to and hereby do substitute the following in its place:
“4.3 Completion of Agreement: This Agreement shall be
completed no later than April 1, 2024, unless extended by amendment.”
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Dokken Engineering -7- City of Modesto
Eighth Amendment to Agreement for Design Services dated May 2, 2017 State Route 132 West Freeway/Expressway - Phase 1 Project

6. Except as herein amended or modified, the provisions of the Original Agreement, First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, Sixth
Amendment and Seventh Amendment are expressly reaffirmed and remain in full force and effect.
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Dokken Engineering -8- City of Modesto
Eighth Amendment to Agreement for Design Services dated May 2, 2017 State Route 132 West Freeway/Expressway - Phase 1 Project IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Eighth Amendment by its City Manager and attestation by its City Clerk under authority of Resolution No. 2023-________, adopted by the Council of the City of Modesto on the 24th day of October, 2023, and DOKKEN ENGINEERING has caused this Eighth Amendment to be duly executed.
(Signatures on next page)
Reviewed 9/16/2023 by PH
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110 Blue Ravine Rd, Suite 200, Folsom, CA 95630-4713 • Tel: 916.858.0642 • Fax: 916.858.0643 • www.dokkenengineering.com September 5, 2023
Mr. John Rawles, PE
Project Manager
City of Modesto, Community and Economic Development Department 1010 Tenth Street, Suite 3100
Modesto, CA 95354
RE: State Route 132 West Freeway/Expressway – Phase 1 Project, Amendment No. 8 Dear Mr. Rawles:

The purpose of this letter is to request Amendment No. 8 to the existing SR-132 Design Contract between the City of Modesto and Dokken Engineering to add additional design services for items not included in the original design of the Phase 1 project. The additional services to be provided include support to the City during closeout, claim defense, and right of way transfer completion.

The proposed additional scope of services is described in more detail on the attached “Exhibit A-8, To The Eight Amendment, Revised Scope of Services” by task. The cost is broken down on “Exhibit D-8, Revised Fee Schedule”. The existing contract amount, previously approved Amendments and Additional Services Requests, and the contract total are shown in the following table.

Contract Dokken Subconsultants Total
Existing Contract, 5/2/17 $3,433,501.75 $2,966,498.25 $6,400,000.00 Additional Service Requests to date $175,848.85 $424,151.15 $600,000.00 Amendment 1, Landscaping, BCS, Etc. $224,126.12 $119,969.31 $344,095.43 Amendment 2, Utility and Mitigation $130,621.92 $13,800.00 $144,421.92 Amendment 3, Construction Support $1,084,210.14 $279,000.00 $1,363,210.14 Amendment 4, Specialty SubConsultants During Construction$104,270.00 $200,000.00 $304,270.00 Amendment 5, MID Road and
Carpenter / Elm Pedestrians
$78,727.00 $10,500.00 $89,227.00
Amendment 6, Kansas Overlay and
BCS As-Builts
$154,858.00 0 $154,858.00
Amendment 7, 17 Sidewalk Curb
Ramp Replacements on Kansas Ave
$84,947.61 $14,000.00 $98,947.61
Amendment 8, Project Closeout
Support
$22,902.26 $15,000.00 $37,902.26
Contract Total $5,494,013.65 $4,042,918.71 $9,536,932.36 #4..
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110 Blue Ravine Rd, Suite 200, Folsom, CA 95630-4713 • Tel: 916.858.0642 • Fax: 916.858.0643 • www.dokkenengineering.com Please also extend the contract duration noted in Article 4.3, Page 10 of the professional services agreement. It is suggested the agreement be extended to April 1, 2024.

Dokken Engineering appreciates the City’s continued trust as this important project nears completion of Phase 1. Please contact me at (916) 858-0642 if additional information is needed.

Sincerely,

DOKKEN ENGINEERING
Matthew N. Griggs, P.E.

Project Manager
Attachments
Exhibit A-8, To The Seventh Amendment, Revised Scope of Services Exhibit D-8, Revised Fee Schedule
File 2320-052
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SR132 WEST FREEWAY/EXPRESSWAY – PHASE 1
EXHIBIT A-8, TO THE EIGTH AMENDMENT

REVISED SCOPE OF SERVICES
Revised September 5, 2023
This amendment includes additional design services outside the scope of work of the Phase 1 project.

These additional services are requested by the City.

TASK 41.9 – Project Closeout Support to City (HOURLY)
Dokken will continue design support beyond the original closeout date of the project to support the City as requested, but largely related to the following ongoing closeout activities:
1) Final revisions to the ROW mapping as transfers from MID to City, City to Caltrans, City to County, and Caltrans to City are completed. This task was extended by the Caltrans desire to handle the Maze relinquishment first and separate from the right of way mapping reviews and transfers along the main new alignment. We anticipate extended reviews continuing with Caltrans on the ROW map and transfers.
2) Incorporation of As-Built comments from WSP.
3) Continued support to the City Attorney for the barrier claim on the Eastbound Couplet. 4) Other items the City may need support for in closing out the project with Caltrans.

Dokken will provide the City with continued project closeout support as the final project construction records are completed and turned over to Caltrans.

End of Amendment No. 8.
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DESIGN SUPPORT DURING CONSTRUCTION - ADDITIONAL DESIGN TASKS State Route 132 West Freeway/Expressway - Phase 1 Project Exhibit D-8, Revised Fee Schedule
TASK
Matthew Griggs, PE(Project Manager)Richard Sanders, PE (Roadway PE)Joe Ostdiek, PE, TE (Senior Traffic Engineer)A. Konieczka, E. Espinoza, F. Enriquez,(PE, Senior Engineers)Martin Maechler, PE(Senior Engineer) Associate EngineerAssistant Engineer $268.61 $169.65 $197.92 $186.61 $231.85 $155.51 $113.10 TASK 41 - ADDITIONAL DESIGN SUPPORT 16 80 10 24 130 15,000 $37,902.26 130 $15,000.00 $37,902.26

41.9 - Project Closeout Support to City 16 80 10 24 130 15,000.00 $37,902.26 130 $15,000.00 $37,902.26 TOTAL HOURS 16 80 10 24 130 130
TOTAL COST $ 4,298 $ 13,572 $ - $ - $ 2,319 $ - $ 2,714 $15,000 $37,902.26 $15,000.00 $37,902.26 9/5/2023, Revised
DOKKEN TOTALS Total Hours Direct Costs Total Cost GRAND TOTAL - HOURS GRAND TOTAL - DIRECT COSTS

GRAND TOTAL - TOTAL COSTS
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Third Amendment -1- City of Modesto
State Route 132 West Freeway/Expressway - Phase 1 Project

THIRD AMENDMENT TO AGREEMENT FOR PROFESSIONAL DESIGN SERVICES FOR STATE ROUTE 132 WEST FREEWAY/EXPRESSWAY - PHASE 1 PROJECT This Third Amendment to Agreement for Professional Design Services is made with reference to the contractual agreement between the CITY OF MODESTO (“City”) and DOKKEN ENGINEERING, a California corporation (“Consultant”), entered into by the parties on the 2nd day of May, 2017, hereinafter referred to as “Original Agreement”.

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

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

2. Section 1.1 “Scope of Services” of the Original Agreement shall be deleted and parties agree to and hereby do substitute the following in its place:
“1.1 Scope of Services: Consultant shall undertake and complete the preparation of the scope of work as set forth and described in the documents attached to the Original Agreement and referred to therein as Exhibit “A”. In addition, Consultant shall undertake and complete the preparation of the scope of work as set forth in “Exhibit A-1 to the First Amendment”, “Exhibit A-2 to the Second Amendment”, and “Exhibit A-3 to the Third Amendment”,
incorporated herein by this reference. The Consultant shall perform all services as required in a manner compatible with the standards of its profession and shall produce a fully complete project acceptable to City.”

1. Agreement and all attachments
a. Exhibit A – Scope of Services
b. Exhibit A-1 to the First Amendment – Revised Scope of #4..
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Third Amendment -3- City of Modesto
State Route 132 West Freeway/Expressway - Phase 1 Project Services
c. Exhibit A-2 to the Second Amendment – Revised Scope
of Services
d. Exhibit A-3 to the Third Amendment – Revised Scope
of Services
e. Exhibit B – Insurance Requirements
f. Exhibit C – Project Schedule
g. Exhibit D – Fee Schedule
h. Exhibit D-1 – Revised Fee Schedule
i. Exhibit D-2 – Revised Fee Schedule
j. Exhibit D-3 – Revised Fee Schedule

2. City’s Request for Proposal

3. Consultant’s Response”

The City may retain five percent of all periodic or progress payments made to the Consultant until completion and acceptance of all work tasks and City shall have right to withhold payment from Consultant for any unsatisfactory service until such time service is performed satisfactorily.

Consultant agrees to accept a sum not to exceed EIGHT

MILLION, EIGHT HUNDRED FIFTY-ONE THOUSAND,
SEVEN HUNDRED TWENTY-SEVEN AND 49/100
DOLLARS ($8,851,727.49) as full remuneration for performing all services and furnishing all staffing and materials called for in Exhibit "A" of the original agreement, “Exhibit A-1 to the First Amendment”, “Exhibit A-2 to the Second Amendment”, and
“Exhibit A-3 to the Third Amendment”, for performance by Consultant of all of its duties and obligations under this Agreement.
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Third Amendment -4- City of Modesto
State Route 132 West Freeway/Expressway - Phase 1 Project A. The method of payment for this contract will be based on lump sum, unless otherwise indicated on Exhibit “D”, “D-1”, “D-2”, or “D-3” of this Agreement. The total lump sum price paid to Consultant will include compensation for all work and
deliverables, including travel and equipment described in Exhibit “D,” Exhibit “D-1”, Exhibit “D-2”, and Exhibit “D-3” of this contract. The hourly price paid to Consultant will include compensation for all work and deliverables, including travel and equipment described in Exhibit “D-1”, Exhibit “D2”, and Exhibit “D-3” of this contract. No additional compensation will be paid to Consultant, unless there is a change in the scope of the work or the scope of the project. In the instance of a change in the scope of work or scope of the project, adjustment to the total lump sum compensation will be negotiated between Consultant and City. Adjustment in the total lump sum compensation will not be effective until authorized by contract amendment and approved by City.

B. Progress payments may be made monthly in arrears based on the percentage of work completed by Consultant. If Consultant fails to submit the required deliverable items according to the schedule set forth in the Statement of Work, City shall have the right to delay payment or terminate this Contract in accordance with the provisions of Article VI Termination.

Final invoice must contain the final cost and all credits due City that include any equipment purchased under the
provisions of section 1.14 Equipment Purchase of this contract.

The final invoice should be submitted within 60-calendar days after completion of Consultant’s work. Invoices shall be mailed to City’s Project Manager at the following address:
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Third Amendment -5- City of Modesto
State Route 132 West Freeway/Expressway - Phase 1 Project Mr. John Rawles, c/o
Community & Economic Development Department
P.O. Box 642
Modesto, CA 95353
(209) 577-5253

6. Except as herein amended or modified, the provisions of the Original Agreement, First Amendment, and Second Amendment are expressly reaffirmed and remain in full force and effect.
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SR132 WEST FREEWAY/EXPRESSWAY – PHASE 1
EXHIBIT A- 3 - SCOPE OF WORK
PAGE 1
EXHIBIT A-3 TO THE THIRD AMENDMENT

REVISED SCOPE OF SERVICES
Revised June 11, 2019
The following scope of work includes design and environmental support during the construction process. These services include design, utility and environmental services necessary to support construction of the project, maintain permit/agreement conditions and close out the project.

All work included herein will be billed on an hourly basis.

TASK 30 REQUESTS FOR INFORMATION (HOURLY)
Task 30.1 Respond to Requests for Information (RFI’s)
Dokken Engineering (Dokken) will provide on-going consultation and interpretation of contract documents, as requested.

Written responses will be provided to all requests for information (RFI’s), and supplemental or revised drawings may be issued to provide clarity to the Resident Engineer (RE) and Contractor. Developing change orders or plans for change orders is also made a part of this task.

Dokken will maintain a log of open and recently closed RFI’s to ensure timely response and progress on all RFI’s. Dokken will provide our responses to the Caltrans Construction Engineer (Harminder Deol) as well.

Task 30.2 RFI Support from Sub-Consultants
Sub consultants Wreco, Drake-Haglan, Y&C, Geocon and O’Dell will be available as requested to respond to RFI’s transmitted to them from Dokken. Dokken will review the responses from our sub consultants for completeness and clarity prior to transmitting them to the City, Caltrans and WSP. Responses will be recorded on the monthly progress report and retained for as-built plan preparation
Task 30.3 Site Visits to Address RFI’s and Coordination Dokken will schedule and attend periodic site visits throughout the project to answer questions, offer insight related to the numerous unique project conditions and sign off RFI’s. It is anticipated that site visits may occur weekly in times of heavy progress and then only occur bi-weekly when less construction activity is occurring.

TASK 31 REVIEW OF SHOP DRAWINGS
(HOURLY)
Task 31.1 Review Shop Drawings
Deliverables – Task 30
 Written Response to RFI’s
 Revised Plans to Clarify RFI’s
 RFI Log Update Monthly or more frequently
 Change Order Plans
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SR132 WEST FREEWAY/EXPRESSWAY – PHASE 1
EXHIBIT A- 3 - SCOPE OF WORK
PAGE 2
Dokken will review submittal drawings and stamp them as returned for corrections, approved as noted, or approved. For the bridges, submittal reviews are anticipated for permanent structure elements such as piling, bearings, joint seals, utility hangers, overhead signs, waterlines, light poles, aesthetics, and post-tensioning. Any corrections will be clearly marked in red and returned to the Resident Engineer. Subsequent reviews to confirm appropriate corrections to the shop drawings are anticipated. Submittals will be copied to Caltrans as requested by the Resident Engineer.

Dokken cannot review shop drawings for bridge falsework.

Task 31.2 Review of Shop Drawings for Pump Station
Wreco will review shop drawings for the pump station and stamp them as returned for corrections, approved as noted or approved. Submittal reviews are anticipated for pumps, control equipment, metal fabrication, railings, hardware, lighting electrical equipment and other major appurtenances related to the pump station. Any corrections will be clearly marked in red and returned to the Resident Engineer. Subsequent reviews to confirm appropriate corrections to the shop drawings are anticipated.

Task 31.3 Review of Shop Drawings for Electrical and ITS Y&C will review shop drawings for the electrical/ITS and stamp them as returned for corrections, approved as noted or approved. Submittal reviews are anticipated for traffic signals, street lighting, CMS, TMS, Fiber Optics, and camera systems. Any corrections will be clearly marked in red and returned to the Resident Engineer. Subsequent reviews to confirm appropriate corrections to the shop drawings are anticipated.

Task 31.4 Review of Shop Drawings for 54” Sewer, Landscape and Irrigation O’Dell will review shop drawings sewers, landscape, hardscape and irrigation for compliance with the project design and special provisions. Submittal review are anticipated for 54” sewer shop drawings, irrigation, and landscaping. Any corrections will be clearly marked in red and returned to the Resident Engineer. Subsequent reviews to confirm appropriate corrections to the shop drawings are anticipated.

Deliverables – Task 31
 Stamped Shop Drawing Reviews
 Stamped Subsequent Reviews to Confirm Corrections
TASK 32 ENVIRONMENTAL CONSTRUCTION SUPPORT (HOURLY)
Based on Dokken Engineering’s understanding of the scope of work for construction support, the following tasks are assumed to be completed by the contractor or CM team:

1. Cultural monitoring (paleontology) during excavation – CM team

2. Biological monitoring – Contractor furnished

3. Inspection of BCS/ADL relocation – CM team (with subconsultant Geocon)

4. Hazardous materials in buildings to be demolished – CPSI and City The following scope of work will be provided by Dokken’s environmental team to provide additional environmental construction support services to ensure the City fully meets the CEQA, NEPA, and permit commitments for the project. #4..
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SR132 WEST FREEWAY/EXPRESSWAY – PHASE 1
EXHIBIT A- 3 - SCOPE OF WORK
PAGE 3
Task 32.1 General Environmental Construction Support
Dokken will be responsible for general environmental construction support and monitoring as required by the environmental document in support of the City’s needs. This task involves periodic inspection of the construction site to ensure all environmental commitments are being adhered to by the City and its contractors. Monitored commitments may include maintenance of Environmentally Sensitive Area (ESA) fencing, monitoring during initial ground disturbing activities, coordination with City, Caltrans, CM, and contractor staff, and managing the project’s Environmental Commitment Record to track commitments as they are completed throughout construction. Dokken will also coordinate with the Contractor supplied biologist to ensure that all biological monitoring commitments are met. Dokken biologists will be available on-call for any unexpected discovery or emergency situation during construction. Dokken will provide agency coordination for start of construction, emergency management, and construction close out notification, as needed.

Deliverables – Task 32
 Completed Environmental Commitment Record tracking all mitigation and other measures throughout construction.
 Environmental Construction Support Monitoring Reports  Agency Notification Records
TASK 33 RELINQUISHMENT SUPPORT (HOURLY)
Task 33.1 Plat Maps and Legal Descriptions for 4 Parcel Adjustments Northstar will prepare plat maps and legal descriptions for 4 parcels to prepare them for the final right of way disposition.

Parcels to be considered include:
1) City needs an easement for the 54” sanitary sewer to be retained from the future Caltrans basin acquired from parcels 20 and 101.
2) City should request the State excess more width along Emerald avenue and a plat and legal should be prepared to accompany the relinquishment negotiations.
3) Plats and legals for the state to relinquish the areas outside the access control along Carpenter to MID or the City where the steel poles are located.
4) A right of way adjustment between the State, City and Mitchell (Parcel No. 33) may be desired.

Not included in this proposal are the final Record of Survey, Relinquishment Maps, monumentation of the right of way, right of way maps, and monumentation of the alignments. Proper scoping of these services is anticipated to require several meetings and negotiation with Caltrans District 10. #4..
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SR132 WEST FREEWAY/EXPRESSWAY – PHASE 1
EXHIBIT A- 3 - SCOPE OF WORK
PAGE 4
Task 33.2 Relinquishment Support
Dokken will provide support to the City and Caltrans in preparing right of way adjustments on and around new SR-132 and relinquishment support for the existing SR-132, “Maze Boulevard”. Support from Dokken may include attending meetings, discussing relinquishment related to the 4 locations noted above in Task 33.1. At these properties along the new SR-132 a division between permanent State right of way and property in fee to be retained by the City should be identified.

TASK 34 UTILITY SUPPORT (HOURLY)
Task 34.1 Utility Support
Dokken will support the City and RE as requested with background information and coordination for planned utility relocations during construction. Support may include discussing potholing findings and research prior to construction, coordinating ongoing relocations with the utility companies, revising details to accommodate any change conditions for the utilities and supporting the City to comply with the utility agreements.

TASK 35 AS BUILT PLAN PREPARATION (HOURLY)
Task 35.1 Prepare As-Built Plans
Using mark-ups received from the RE and supplemental or revised drawings from addenda or RFI’s, Dokken will prepare the final record drawings. These drawings will be prepared electronically in Microstation format and provided on a CD and in both full and half size copies on bond paper.

Prior to preparing the full set of as-built plans, Dokken will meet with District 10 to discuss requirements of the as-built drawings and to clarify conflicting requirements in the Caltrans manuals and policies. Dokken will prepare minutes of the meeting and request definitive concurrence from District 10 of the as-built drawing requirements prior to preparing all the changes to the plan sheets.

Completed as-built plans will be submitted to the City of Modesto, Caltrans District 10/6, and Stanislaus County.

Deliverables – Task 35
 As-Built Plans (11x17) Electronic and Hard Copy Files

END OF PROPOSAL
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City Resoluion No.: 2017-174
CONSULTANT: Dokken Engineering Date: July 10, 2019

DIRECT LABOR
Classification Name Range Hours Total
Project Manager Matthew Griggs, PE $50.00 - $90.00 596 @ $ 82.00 $ 48,872.00 Senior Engineer Martin Maechler, PE $50.00 - $90.00 848 @ $ 71.00 $ 60,208.00 Associate Engineer Eric Espinoza, PE $40.00 - $65.00 1,128 @ $ 52.00 $ 58,656.00 Roadway Project Engineer Richard Sanders, PE $40.00 - $65.00 1,550 @ $ 44.00 $ 68,200.00 Senior Engineer Staff $50.00 - $90.00 516 @ $ 63.00 $ 32,508.00 Associate Engineer Staff $40.00 - $65.00 1,032 @ $ 52.00 $ 53,664.00 Assistant Engineer Staff $30.00 - $50.00 912 @ $ 38.00 $ 34,656.00 Land Surveyor Terry Fletcher, LS $40.00 - $60.00 0 @ $ 55.00 $ - Environmental Manager Namat Hosseinion $50.00 - $90.00 20 @ $ 80.00 $ 1,600.00 Senior Environmental Planner Tim Chamberlain $40.00 - $65.00 60 @ $ 52.00 $ 3,120.00 Associate Environmental Planner Staff $30.00 - $50.00 40 @ $ 42.00 $ 1,680.00 Environmental Planner/Biologist Staff $20.00 - $45.00 120 @ $ 34.00 $ 4,080.00 Senior CAD Detailer Staff $40.00 - $65.00 224 @ $ 59.00 $ 13,216.00 Engineering Technician Staff $19.00 - $40.00 120 @ $ 25.00 $ 3,000.00 @ $ - $ -
Subtotal Direct Labor Costs $ 383,460.00
Anticipated Salary Increases $ -
Total Direct Labor Costs $ 383,460.00
Rate Total
Fringe Benefit 72.19% $ 276,819.77
Total Fringe Benefits $ 276,819.77
Indirect Costs Rate Total
General and Administrative 78.01% $ 299,137.15
Overhead 6.84% $ 26,228.66
Total Indirect Costs $ 325,365.81
FEE (Profit) ( 10.00% ) Total Fee (Profit) $ 98,564.56
OTHER COSTS (TO BE INVOICED AT ACTUAL COST) Quantity Unit Rate Total • Subconsultant RFI Responses *(for 25%) 200000 $ 1.00 $ 200,000.00 • Wreco Shop Drawings * 25000 $ 1.00 $ 25,000.00
• O'Dell Shop Drawings 20000 $ 1.00 $ 20,000.00
• Y&C Shop Drawings * 25000 $ 1.00 $ 25,000.00
• Northstar Plats 8000 $ 1.00 $ 8,000.00
• 0 $ 1.00 $ -
• 0 $ 1.00 $ -
• 0 $ 1.00 $ -
• 0 $ 1.00 $ -
• Outside Reproduction 10,000 11 X 17 sheets $ 0.10 $ 1,000.00 Total Other Costs $ 279,000.00
TOTAL - Dokken Engineering $ 1,363,210.14
SUBCONSULTANT COSTS Total
• Included as ODC $ -
• $ -
• $ -
• $ -
• $ -
* DBE Firm DBE Participation: 7.3% TOTAL - Subconsultants $ - TOTAL COST - NOT TO EXCEED $ 1,363,210.14
EXHIBIT 10-H AMENDMENT 3 COST PROPOSAL
SR-132 Phase 1 Freeway/Expressway Project
EXHIBIT D-3 - Revised Fee Schedule
City of Modesto
Initial
Hourly
Rate
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SR-132 West Freeway/Expressway Phase 1 Project
Exhibit D-3 - Revised Fee Schedule
Revised July 10, 2019

DOKKEN ENGINEERING
TASK
Matthew Griggs(Project
Manager)
Martin Maechler, PE(Senior Engineer)Eric Espinoza, PE(Associate Engineer)Richard Sanders, PE(Associate Engineer)Senior Engineer Associate Engineer
Assistant EngineerNamat Hosseinion (Environmental Manager)Tim Chamberlain (Senionr Environmental Planner)Associate Environmental SpecialistEnvironmental Planner/ Biologist Senior
CADD/Detailers
Engineering
Technician
$231.85 $200.75 $147.03 $124.41 $178.13 $147.03 $107.44 $226.20 $147.03 $118.75 $96.13 $166.82 $70.69 TASK 30 - REQUESTS FOR INFORMATION (Hourly) 400 512 560 1128 452 560 504 64 40 4,220 $200,000.00 $848,693.90

30.1 Respond to RFI's 240 400 360 840 400 560 480 64 40 3,384 $512,038.07

30.2 RFI Support from Sub-Consultants 40 32 40 48 20 180 $200,000.00 $231,113.15

30.3 Site Visits to Address RFI's and Coordination 120 80 160 240 32 24 656 $105,542.68 TASK 31 - REVIEW OF SHOP DRAWINGS (Hourly) 48 280 136 274 64 440 1,242 $70,000.00 $267,513.65

31.1 Review of Shop Drawings 36 240 120 200 40 440 1,076 $170,867.85

31.2 Review of Shop Drawings for Pump Station (Wreco) 4 24 10 24 62 $25,000.00 $36,264.52

31.3 Review of Shop Drawings for Electrical and ITS (Y&C) 4 16 8 24 52 $20,000.00 $28,301.36

31.4 Review of Shop Drawings for 54" Sewer, Landscape and Irrigation (O'Dell) 4 8 40 52 $25,000.00 $32,079.91 TASK 32 - ENVIRONMENTAL CONSTRUCTION SUPPORT (Hourly) 20 60 40 120 240 $29,631.57

32.1 General Environmental Construction Support 20 60 40 120 240 $29,631.57 TASK 33 - RELINQUISHMENT SUPPORT (Hourly) 64 72 8 144 $8,000.00 $32,655.28

33.1 Plat Maps and Legal Descriptions for 4 Parcel Adjustments 16 32 8 56 $8,000.00 $16,550.18

33.2 Relinquishment Support 48 40 88 $16,105.10
TASK 34 - UTILITY SUPPORT (Hourly) 64 16 400 20 160 660 $96,540.11

34.1 Utility Support 64 16 400 20 160 660 $96,540.11
TASK 35 - AS BUILT PLAN PREPARATION (Hourly) 20 40 32 56 32 240 160 80 660 $1,000.00 $88,175.63

35.1 Prepare As-Built Plans 20 40 32 56 32 240 160 80 660 $1,000.00 $88,175.63 TOTAL HOURS 596 848 1,128 1,550 516 1,032 912 20 60 40 120 224 120 7,166 TOTAL COST $138,182.65 $170,234.51 $165,846.32 $192,831.41 $91,914.42 $151,731.74 $97,987.76 $4,523.90 $8,821.61 $4,750.10 $11,535.96 $37,367.45 $8,482.32 $279,000.00 $1,363,210.14 Total HoursDirect Costs

GRAND TOTAL - TOTAL
COSTS
TOTALS
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Dokken Engineering
Agreement for Design Services for State Route 132 West Freeway/Expressway - Phase 1 Project July 10, 2019
AUTHORIZED ORIGINAL BASE AGREEMENT: $6,400,000.00 Council approved 5/2/17 ADDITIONAL SERVICES, IF NEEDED: $600,000.00
TOTAL COMPENSATION: $7,000,000.00
FIRST ADDITIONAL SERVICES REQUEST: ($57,963.53) CM signed 9/28/17 SECOND ADDITIONAL SERVICES REQUEST: ($131,007.00) CM signed 11/3/17 THIRD ADDITIONAL SERVICES REQUEST: ($155,976.00) CM signed 1/25/18 FOURTH ADDITIONAL SERVICES REQUEST: ($197,237.00) CM signed 8/23/18 FIFTH ADDITIONAL SERVICES REQUEST: ($57,816.47) CM signed 12/31/18 ADDITIONAL SERVICES REMAINING: $0.00
FIRST AMENDMENT TO AGREEMENT: $344,095.43 Council approved 1/22/19 SECOND AMENDMENT TO AGREEMENT: $144,421.92 Council approved May 7, 2019 THIRD AMENDMENT TO AGREEMENT: $1,363,210.14
REVISED TOTAL AGREEMENT: $8,851,727.49
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Fourth Amendment -1- City of Modesto
State Route 132 West Freeway/Expressway - Phase 1 Project

FOURTH AMENDMENT TO AGREEMENT FOR PROFESSIONAL DESIGN SERVICES FOR STATE ROUTE 132 WEST FREEWAY/EXPRESSWAY - PHASE 1 PROJECT This Fourth Amendment to Agreement for Professional Design Services is made with reference to the contractual agreement between the CITY OF MODESTO (“City”) and DOKKEN ENGINEERING, a California corporation (“Consultant”), entered into by the parties on the 2nd day of May, 2017, hereinafter referred to as “Original Agreement”.

This Fourth Amendment to the Original Agreement for Professional Design Services is made with regard to the following recitals:

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

2. Section 1.1 “Scope of Services” of the Original Agreement shall be deleted and parties agree to and hereby do substitute the following in its place:
“1.1 Scope of Services: Consultant shall undertake and complete the preparation of the scope of work as set forth and described in the documents attached to the Original Agreement and referred to therein as Exhibit “A”. In addition, Consultant shall undertake and complete the preparation of the scope of work as set forth in “Exhibit A-1 to the First Amendment”, “Exhibit A-2 to the Second Amendment”, “Exhibit A-3 to the Third Amendment”, and
“Exhibit A-4 to the Fourth Amendment”, incorporated herein by this reference. The Consultant shall perform all services as required in a manner compatible with the standards of its profession and shall produce a fully complete project acceptable to City.”

3. Section 2.0 “CONTRACT DOCUMENTS” of the Original Agreement shall be deleted and parties agree to and hereby do substitute the following in its place:

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Fourth Amendment -3- City of Modesto
State Route 132 West Freeway/Expressway - Phase 1 Project “2.0 CONTRACT DOCUMENTS
Contract documents consist of the following documents, including all changes, addenda, and modifications thereto:

1. Agreement and all attachments
a. Exhibit A – Scope of Services
b. Exhibit A-1 to the First Amendment – Revised
Scope of Services
c. Exhibit A-2 to the Second Amendment – Revised
Scope of Services
d. Exhibit A-3 to the Third Amendment – Revised
Scope of Services
e. Exhibit A-4 to the Fourth Amendment – Revised
Scope of Services
f. Exhibit B – Insurance Requirements
g. Exhibit C – Project Schedule
h. Exhibit D – Fee Schedule
i. Exhibit D-1 – Revised Fee Schedule
j. Exhibit D-2 – Revised Fee Schedule
k. Exhibit D-3 – Revised Fee Schedule
l. Exhibit D-4 – Revised Fee Schedule

2. City’s Request for Proposal

3. Consultant’s Response”

4. Section 3.1 “Compensation” of the Original Agreement between the parties shall be deleted and the parties agree to and hereby do substitute the following in its place:
“3.1 Compensation: Consultant and City agree that this Agreement is valid and enforceable only if sufficient funds are made available to the City and funding is approved by the governing body of the City. Consultant shall be paid in accordance with the schedule set forth in Exhibit “D” (Fee Schedule), attached hereto and made a part of this Agreement. In addition, Consultant shall be paid in accordance with the schedule set forth in Exhibit “D-1”, Exhibit “D-2”, Exhibit “D-3”, and in Exhibit “D-4”. Fee Schedule rates shall include all work and deliverables, including travel and equipment described in Exhibit “D”, Exhibit “D-1”, Exhibit “D-2”, Exhibit “D-3”, and Exhibit “D-4”, including direct salary costs, employee benefits, and overhead. The City may retain five percent of all periodic or progress payments made to the Consultant until completion and acceptance of all work tasks and City shall have right to withhold payment from Consultant for any unsatisfactory service until such time service is performed satisfactorily.

DocuSign Envelope ID: C325595C-CFE9-46D6-958C-CD9FE5E0D905 #4..
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Fourth Amendment -4- City of Modesto
State Route 132 West Freeway/Expressway - Phase 1 Project Consultant agrees to accept a sum not to exceed NINE MILLION,

ONE HUNDRED FIFTY-FIVE THOUSAND, NINE
HUNDRED NINETY-SEVEN AND 49/100 DOLLARS
($9,155,997.49) as full remuneration for performing all services and furnishing all staffing and materials called for in Exhibit "A" of the original agreement, “Exhibit A-1 to the First Amendment”, “Exhibit A-2 to the Second Amendment”, “Exhibit A-3 to the Third Amendment”, and “Exhibit A-4 to the Fourth Amendment”, for performance by Consultant of all of its duties and obligations under this Agreement.

A. The method of payment for this contract will be based on lump sum, unless otherwise indicated on Exhibit “D”, “D-1”, “D-2”, “D-3”, or “D-4” of this Agreement. The total lump sum price paid to Consultant will include compensation for all work and deliverables, including travel and equipment described in Exhibit “D,” Exhibit “D-1”, Exhibit “D-2”, Exhibit “D-3”, and Exhibit “D-4” of this contract. The hourly price paid to Consultant will include compensation for all work and
deliverables, including travel and equipment described in Exhibit “D-1”, Exhibit “D-2”, Exhibit “D-3”, and Exhibit “D4” of this contract. No additional compensation will be paid to Consultant, unless there is a change in the scope of the work or the scope of the project. In the instance of a change in the scope of work or scope of the project, adjustment to the total lump sum compensation will be negotiated between Consultant and City. Adjustment in the total lump sum compensation will not be effective until authorized by contract amendment and approved by City.

D. Consultant will be reimbursed, as promptly as fiscal procedures will permit, upon receipt by City’s Project Manager of itemized invoices in triplicate. Invoices shall be submitted no later than 45 calendar days after the performance of work for which DocuSign Envelope ID: C325595C-CFE9-46D6-958C-CD9FE5E0D905 #4..
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Fourth Amendment -5- City of Modesto
State Route 132 West Freeway/Expressway - Phase 1 Project Consultant is billing. Invoices shall detail the work performed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the Cost Proposal and shall reference the project title as noted elsewhere in this contract.

Final invoice must contain the final cost and all credits due City that include any equipment purchased under the
provisions of section 1.14 Equipment Purchase of this contract.

The final invoice should be submitted within 60-calendar days after completion of Consultant’s work. Invoices shall be mailed to City’s Project Manager at the following address:

Mr. John Rawles, c/o
Community & Economic Development Department
P.O. Box 642
Modesto, CA 95353
(209) 577-5253

6. Except as herein amended or modified, the provisions of the Original Agreement, First Amendment, Second Amendment, and Third Amendment are expressly reaffirmed and remain in full force and effect.

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DocuSign Envelope ID: C325595C-CFE9-46D6-958C-CD9FE5E0D905 504 8th
December
1/27/2021
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SR132 WEST FREEWAY/EXPRESSWAY – PHASE 1
EXHIBIT A-4, TO THE FOURTH AMENDMENT

REVISED SCOPE OF SERVICES
Revised October 8, 2020
The following Scope of Services is for miscellaneous, not-typical, design services requested during construction and for additional design services related right of way support, claim support, and right of way close out surveying. Approximately 2/3rds of these services are pass-through costs through Dokken to sub-consultants for specialty construction support services.

TASK 36 – Melton Olmsted Structure Modifications (HOURLY) Burne Engineering (Burne) will prepare structure modification plans for the industrial building on APN 029-015-008, Melton and Olmsted Enterprises Incorporated. The City has acquired a portion of the existing property. A metal industrial building lies on the portion of the parcel acquired and on the remainder retained by the owner. Burne will prepare plans to remove that portion of the building that lies in the recently acquired project right of way and reface the remainder of the building. Burne will prepare plans, submit the design to the City Building Department, address comments from the City and obtain a City Building Permit.

Dokken will respond to comments from the City stormwater reviewer and provide notes to Burne to be added to the plans to address stormwater management.

Task 37 – Surveying During Construction (HOURLY)
Northstar Engineering will perform survey services during the construction period. These services are to be initiated only upon request by the City and may include any of the following: 1) additional plat maps and legal descriptions necessary for final disposition of parcels, 2) quality assurance surveys to check staking by the Contractor surveyor, 3) staking of final rights of ways or property lines, or other survey support services requested by the City.

Task 38 – Cathodic Protection (LUMP SUM)
MurraySmith and V&A Consulting Engineers will develop cathodic protection details for the City of Modesto ductile iron pipe waterlines in the roadway and bridge on Rosemore Avenue and Carpenter Road.

MurraySmith:

Project Management: This task is to monitor the progress of the contract, coordinate with staff from Dokken Engineering, coordinate with V&A Engineering, and address issues that may come up in the course of performing the work. It also includes monitoring budgets and progress billing to confirm the project stays within scope and budget.
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SR132 WEST FREEWAY/EXPRESSWAY – PHASE 1
Document Review: Review the contract documents in detail relative to the water pipeline relocation and installation, confirming material selection, connections to existing watermains, material compatibility and overall functionality of the cathodic protection system.

Plans and Specifications: Review the proposed cathodic protection plans and specifications prepared by V&A Engineering and confirm their compatibility with existing and proposed conditions. Make recommendations as required and provide supplementary specifications if necessary for isolation joints. Identify the most suitable locations for cathodic test stations and anodes if necessary.

Prepare an estimated cost of the resulting corrosion protection items.

V&A Consulting Engineers, Inc.

1. Project Management: The objective of this task is to track and execute the project in accordance with the schedule, budget, and quality expectations that are established. This task includes the following project management work activities:
a. Monitor project progress, including work completed, work remaining, budget expended, schedule, estimated cost of work remaining, and estimated cost at completion; manage activities within total project budget.
b. Monitor project activities for potential changes and anticipate changes whenever possible; with approval, modify project tasks, task budgets, and approach to keep the overall project within budget and on schedule.
c. Manage the quality of all work activities and project deliverables.

2. Document Review: Review alignment, geotechnical information, and preliminary plans and specifications for pipeline design.

3. Pipeline Corrosion Control within Bridge Letter: Prepare a letter discussing and recommending corrosion control for the ductile iron water pipelines within the bridge (not exposed to soil). It is understood that this piping will be installed first and, therefore, there is high priority on issuing these recommendations as soon as possible. A draft electronic copy of the report will be submitted for review.

Comments will be incorporated, and a final electronic copy will be provided.

4. In-situ Soil Resistivity Testing: Measure soil resistivity using the Wenner four-electrode method along the proposed alignments. The resistivity testing will be conducted at three locations along Rosemore Avenue and three locations along Carpenter Road to a depth of 20 feet below grade or the proposed pipeline depth, whichever is shallower.

5. Soil Corrosivity Report: Prepare a soil corrosivity report with V&A’s interpretation and analysis of the soil resistivity testing and chemical analysis. The degree of corrosivity of the soil will be discussed with respect to ductile iron pipes. Recommendations will be made for corrosion control of the ductile iron water pipelines. A draft electronic copy of the report will be submitted for review. Comments will be incorporated, and a final electronic copy will be provided.

6. Plans and Specifications: Prepare plans and technical specification Section 13 47 13, “Cathodic Protection,” for the cathodic protection system or Section 13 47 13, “Corrosion Monitoring,” for the #4..
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SR132 WEST FREEWAY/EXPRESSWAY – PHASE 1
corrosion monitoring system, depending on which system is recommended in the Soil Corrosivity Report.

Plans will be prepared in AutoCAD and will be provided in PDF format. Plans and specifications will be prepared for the 100% submittals. One round of comments will be addressed at each submittal.

7. Technical Assistance: Provide up to 8 hours of technical assistance and participation in conference calls, as required.

Task 39 – Groundwater Level Measurements (EACH, LUMP SUM) Aaron’s Well Drilling, Inc (Stackhouse Johns) will perform soundings for groundwater depth at well locations near the project upon authorization from Dokken and written permission from the owner. The cost provided by Aaron’s is $400 for each measurement to be billed to Dokken Engineering in a lump sum amount for each test.

The City will arrange for permission to enter the properties of the well owners.

Task 40 – Site Reviews for ADA Compliance (HOURLY)
Sally Swanson Architects (SSA) will provide on-call ADA access compliance consulting services to the City of Modesto upon request. SSA will be working under the direct authorization of Dokken Engineering.

Services may include but not limited to the following:
• Preliminary review of ADA project scoping.
• On-site or conference construction meeting(s) with project team to resolve difference in design access philosophy as requested.
• Site accessibility survey and report.
• Accessibility plan review.
• Assessing, evaluating and documenting (narrative/report) ADA code compliance issues. • Pre-installation field visit(s) as requested.
• On-site constructability or peer review services to support construction schedule as requested.
• Access compliance plan review of addendum and change order. • Assist project team to resolve any ADA issues may arise in the filed during construction Phase. • Provide interpretation of guidelines and regulations. • Accessibility punch-list walk and report for completed or on-going constructions. • Other ADA technical assistance/consultation via telephone or conference call.

Dokken will assist with coordination of the ADA services and process invoicing and payments for SSA.

Task 41 – Additional As-Needed Design Support (HOURLY)
Dokken Engineering and our subconsultants will provide ongoing design support to the City of Modesto and the Resident Engineer. The survey close-out tasks are anticipated to be performed by Northstar Engineering.

This task may include any of the following work items as requested or as needed:
· Support to the City for Right-of-Way transfers and close out with Caltrans #4..
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SR132 WEST FREEWAY/EXPRESSWAY – PHASE 1
· Property Transfer Deed Legal Descriptions
· Post Construction “After Condition” Record of Survey
· Updated Caltrans Right-of-Way Map
· Relinquishment Support – for meeting with Caltrans, agreement review / support, property exchanges with the Department, preparation of exhibits or mapping · Claim Support – engineering support from the design team to evaluate the merit and or value of potential claims.
· Other as-needed design engineer requests
End of Amendment No. 4.
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DESIGN SUPPORT DURING CONSTRUCTION - ADDITIONAL SUBCONTRACTED TASKS State Route 132 West Freeway/Expressway - Phase 1 Project Exhibit D-4, Revised Fee Schedule
TASK
Matthew Griggs, PE(Project Manager)Juann Ramos, PE Senior Engineer Associate Engineer
Assistant Engineer
Administration/Clerical
PrincipalProject Manager andSr. Technical ArchitectSr. Policy SpecialistSr. Access ConsultantDrafter or Technical StaffClerical $226.20 $183.78 $147.03 $93.31 $70.69 $225.00 $160.00 $185.00 $125.00 $110.00 $75.00 TASK 36 - Melton Olmsted Structure Modification (Hourly) 4 4 8 7,000 $8,187.52 8 $7,000.00 $8,187.52

36.1 Melton Olmsted Structure Modification 4 4 8 7,000 $8,187.52 8 $7,000.00 $8,187.52 TASK 37 - Surveying During Construction (Hourly) 6 3 9 $10,000 $11,094 9 $10,000 $11,094

37.1 Surveying During Construction 6 3 9 $10,000 $11,094 9 $10,000 $11,094 TASK 38 - Cathodic Protection 2 20 16 5 43 $30,600 $35,839 43 $30,600 $35,839

38.1 Design of Cathodic Protection, Dokken (Hourly) 2 20 16 5 43 $5,239 43 $5,239

38.2 Design of Cathodic Protection - Murray Smith (Lump Sum) $30,600 $30,600 - $30,600 $30,600 TASK 39 - Groundwater Level Measurements 2 6 2 10 $2,400 $3,876 10 $2,400 $3,876

39.1 Sounding Coordination & Well Research (Hourly) 2 6 2 10 $1,476 10 $1,476

39.2 Groundwater Soundings (Each, Lump Sum) $2,400 $2,400 - $2,400 $2,400 TASK 40 - Site Reviews for ADA Compliance (Hourly) 4 12 8 8 32 $4,851.89 20 60 40 160 20 20 320 4,800 50,000 352 $4,800 $54,852

40.1 Site Reviews for ADA Compliance 4 12 8 8 32 $4,852 20 60 40 160 20 20 320 4,800 50,000 352 $4,800 $54,852 TASK 41 - Additional Design Support (Hourly) 60 60 400 60 20 600 $100,000 $190,421.53 600 $100,000 $190,422

41.1 Additional As Needed Design Support 60 60 400 60 20 600 $100,000 $190,421.53 600 $100,000 $190,422 TOTAL HOURS 72 72 440 76 42 702 20 60 40 160 20 20 320 1,022 TOTAL COST 16,286$ $ 13,232 $ 64,692 7,091$ $ 2,969 $150,000 $ 254,270 4,500$ 9,600$ 7,400$ 20,000$ 2,200$ 1,500$ 4,800 50,000 $ 154,800 $ 304,270 Total Hours Total Cost Direct CostsGRAND TOTAL - TOTAL
COSTS

GRAND TOTAL - DIRECT
COSTS
SALLEY SWANSON ARCHITECTS INC.

GRAND TOTAL - HOURS
Total Hours Total Costs Direct Costs
October 8, 2020

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SR132 WEST FREEWAY/EXPRESSWAY – PHASE 1
EXHIBIT A-5, TO THE FIFTH AMENDMENT

REVISED SCOPE OF SERVICES
Revised February 16, 2022
This amendment includes additional design services outside the scope of work of the Phase 1 project.

These additional services are requested by the City to support public and MID requests for additional project features.

TASK 30.6 – Pedestrian Enhancements at Carpenter / Elm Intersection (HOURLY) There are four parts to this task: 1) meeting and preparing exhibits to establish the approved course(s) of action, 2) preparing plans for the restriping of southbound Carpenter Road, 3) preparing plans and quantities for design improvements to the Carpenter Road / Elm Avenue Intersection and 4) reviewing shop drawings for a new hybrid beacon.

Dokken will prepare an exhibit to assist the City in reaching consensus on the improvements to be made and attend meetings as needed to develop the change order plans.

Dokken will prepare change order plans and quantities to implement a restriping concept for Carpenter Road per the concept design prepared by the City of Modesto. This restriping concept may contain elements such as removal of the Carpenter Road median and the addition of sidewalk to the west side of the bridge.

Dokken will further prepare plans and quantities for improvements to the Carpenter Road / Elm Avenue intersection to improve pedestrian safety to and from neighborhoods along Elm Avenue and Shirley Court west of Carpenter Road. The improvements will include the following:
1) Overhead pedestrian activated hybrid beacon over the Carpenter Road crosswalk 2) Asphalt concrete landing pad and walking path along Elm Avenue from Carpenter Road to Shirley Court
3) New crosswalk across Elm Ave to Shirley Court
4) New concrete curb ramp at the southwest corner of Elm Ave / Shirley Court 5) Revised striping for Carpenter Road crosswalk, signing and advance striping for the hybrid beacon 6) Arrange for electrical signal connection to tie into the existing Elm Ave streetlight circuit Assumptions:
1) Electrical power for the hybrid beacon will come from the City lighting circuit on Elm Avenue and no new service connection to MID will be required.
2) No survey or ROW services are needed.

Task 30.7 – MID / Wagner Road Extension (HOURLY)
Dokken will participate in negotiations with the City, MID, Wagner representatives, and Caltrans to support resolution of a expanded design for the Wagner / MID access road. Participation will include site visits, meetings, the preparation of exhibits, surveys, plans to accommodate the desired access within areas inside and outside the existing MID easements, all while considering orchard operations. #4..
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SR132 WEST FREEWAY/EXPRESSWAY – PHASE 1
Dokken will design an additional 1,100-foot segment of the MID / Wagner Road from North Dakota to MID Tower #103. Dokken will design truck turn-around at Tower #103 and ingress /egress from the access road onto N. Dakota and eastbound SR-132. The new access road segment will be 12’ wide in a 16’ ROW, fenced on both sides.

Northstar will stake the existing toe of the proposed MID access roadway, survey the elevations of the existing road and prepare a plat map and legal description for transfer of the 16-foot section in fee or easement from the City to MID.

Dokken will detail the removal and reconstruction of the existing access road from Tower #103 to the tower near the City’s 54” sewer truck line. The design will show removal of the 16-foot access road and construction of a new low-profile 20-foot access road for 5,400 feet.

Assumption:
1) City legal consultant will handle obtaining signature and recording of the right of way transfer with the completion of the agreement.

End of Amendment No. 5.
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DESIGN SUPPORT DURING CONSTRUCTION - ADDITIONAL DESIGN TASKS State Route 132 West Freeway/Expressway - Phase 1 Project Exhibit D-5, Revised Fee Schedule
TASK Matthew Griggs, PE (Project Manager) Richard Sanders, PE (Roadway PE) Joe Ostdiek, PE, TE (Senior Traffic Engineer) Ashley Orsaba-Finders, PE (Senior Engineer) A. Konieczka, E. Espinoza, F. Enriquez, (PE, Senior Engineers) Martin Maechler, PE (Senior Engineer) Associate Engineer Assistant Engineer Right of Way Manager Right of Way Specialist Environmental Manager Senior Environmental Planner Senior CADD/Detailer Engineering Technician Administration/Clerical $254.47 $155.51 $189.44 $180.96 $172.47 $220.54 $155.51 $113.10 $183.78 $147.03 $212.06 $152.68 $169.65 $84.82 $98.96 TASK 30 - REQUESTS FOR INFORMATION 44.00 172.00 40.00 24.00 20.00 200.00 15.00 12.00 527.00 $10,443.45 $89,227.24

30.6 Pedestrian Enhancements at Carpenter / Elm Intersection 20.00 64.00 40.00 12.00 20.00 80.00 4.00 6.00 246.00 $2,409.52 $40,438.59

30.7 MID / Wagner Road Extension 24.00 108.00 12.00 120.00 11.00 6.00 281.00 $8,033.93 $48,788.65 -
TOTAL HOURS 44.00 172.00 40.00 24.00 20.00 200.00 15.00 12.00 527.00 TOTAL COST $ 11,197 $ 26,748 $ 7,578 $ - $ 4,139 $ - $ 3,110 $ 22,620 $ - $ 2,205 $ - $ - $ - $ - $ 1,188 $ 10,443 $ 89,227 2/16/2022, Revised

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CITY OF MODESTO,
a municipal corporation
BY: ____________________________
JOSEPH P. LOPEZ, City Manager
ATTEST:
(Seal)
BY: ____________________________

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

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

BY: ____________________________
JOE F. RODRIGUEZ, Risk Manager
Federal ID # ___________
DocuSign Envelope ID: 642F4957-B2F1-4E4B-9FED-4B88B6B83FD4

DOKKEN ENGINEERING

MATT GRIGGS
68-0099664

VICE PRESIDENT

CATHY CHAN SECRETARY
4/4/2023
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SR132 WEST FREEWAY/EXPRESSWAY – PHASE 1
EXHIBIT A-7, TO THE SEVENTH AMENDMENT

REVISED SCOPE OF SERVICES
Revised February 8, 2023
This amendment includes additional design services outside the scope of work of the Phase 1 project.

These additional services are requested by the City.

Dokken will prepare the design of 19 curb ramps between Morse Road and Carpenter Road (5,500 feet) on Kansas Avenue to facilitate the pavement rehabilitation. The plans will include 150 feet of infill sidewalk.

There are six elements to this work covered in the tasks below:
1) Obtain topographic survey of all areas to be affected by construction of sidewalk and curb ramps.
2) Review the existing curb ramps features including slopes, landings, clear widths, drainage, visual and tactile warnings.
3) Review right of way constraints to verify new improvements will be within project ROW. 4) Prepare an environmental revalidation for the extended project limits and obtain Caltrans approval (assuming no additional technical studies are required). 5) Review existing drainage flow patterns to verify gutter flowlines terminate into existing inlets. 6) Prepare plans and quantities for the reconstruction of 19 curb ramps along Kansas Avenue from Morse Road to Carpenter Road.

TASK 41.7 – Kansas Ave ADA Curb Ramps and Sidewalk (HOURLY) DESIGN:

Dokken will conduct a field visit making note of which curb ramps are ADA compliant and which ones are non-conforming. Dokken will create a summary report based on the field measurements and findings.

Dokken will review the project Right of Way mapping and evaluate which curb ramp locations require TCE.

Dokken will review the existing gutter flowlines to ensure the reconstruction of the curb ramps do not change the existing drainage patterns. With the exception of possibly adding new inlets to existing vertical rock well drains, it is assumed the existing local street drainage will be unchanged.

Dokken will review the existing electrical systems impacted by the Dokken designed ADA curb ramps but no electrical design is anticipated. With the exception of possibly detailing, the replacement of existing signal detection loops and push button relocations.

Dokken will prepare change order plans and quantities to implement reconstruction of non-conforming ADA curb ramps along Kansas Avenue from North Dakota Avenue to Carpenter Road. The change order plans will include updated layout sheets, new construction detail sheets, and new quantity sheets.

DocuSign Envelope ID: 642F4957-B2F1-4E4B-9FED-4B88B6B83FD4 #4..
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SR132 WEST FREEWAY/EXPRESSWAY – PHASE 1

ENVIRONMENTAL REVALIDATION
Supplemental Cultural Documentation: While the majority of additional work is within the previously approved Archaeological Area of Potential Effects (APE) limits, and the entirety of the work is within the Architectural APE limits, some of the proposed curb ramp replacements to be ADA compliant do fall outside of the previously approved Archaeological APE limits. There is no potential for the proposed work to impact archaeological resources, as all work is within existing improvements and would not involve ground disturbance below the existing base. Dokken will coordinate with Caltrans District 10 cultural resource staff to determine the level of documentation necessary. If required, Dokken will complete a Supplemental Historic Property Survey Report with a minor revalidation of the APE for Caltrans approval and signature. No cultural pedestrian surveys or additional Native American consultation is required for this minor change in the APE limits.

CEQA/NEPA Revalidation: To document the additional work to repair Kansas Avenue and install curb, gutter, sidewalks and ADA compliant curb ramps, a CEQA/NEPA revalidation of the EIR/EA will be required.

The CEQA/NEPA Revalidation will describe the changes in project design. There are no applicable changes in environmental setting, environmental circumstance, environmental impacts, or new avoidance, minimization, or mitigation measures. The CEQA/NEPA Revalidation would be completed and sent to Caltrans for review/signature.

Assumptions:
1) Any required utility relocation coordination will be done by the City. 2) Any ROW services will be done by the City.
3) Existing drainage patterns will be perpetuated.

TASK 41.8 – Survey Support for Kansas Ave Curb Ramps (HOURLY) Dokken will prepare a survey request exhibit for the surveyor. This exhibit will specify all the required survey shot necessary to design ADA compliant curb ramps.

Northstar will provide topographic surveying for the design of 19 curb ramps between Morse Road and Carpenter Road and define a section of right of way from Rosemore Avenue to Carpenter Road. The surveys will include ground shots necessary to design the curb ramps along with shots on the adjacent flowlines and grades. At Mercy Avenue, Northstar will take shots of the general area for the addition of a new curb ramp and new sidewalk.

Northstar will draft in breaklines of the existing curb ramps based on the field shots taken.

Northstar will reconcile the right of way for a stretch of Kansas Avenue from Rosemore Avenue to just beyond Carpenter Road. The right of way for this segment was not part of the SR-132 project needs.

TASK 41.9 – Project Closeout Support to City (HOURLY)
Dokken will provide the City with continued project closeout support as the final project construction records are completed and turned over to Caltrans. This support may include extended as-built plan DocuSign Envelope ID: 642F4957-B2F1-4E4B-9FED-4B88B6B83FD4 #4..
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SR132 WEST FREEWAY/EXPRESSWAY – PHASE 1
requests from Caltrans, closeout of the right of way mapping, and possible support to complete the right of way relinquishment procedures.

End of Amendment No. 7.

DocuSign Envelope ID: 642F4957-B2F1-4E4B-9FED-4B88B6B83FD4 #4..
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DESIGN SUPPORT DURING CONSTRUCTION - ADDITIONAL DESIGN TASKS State Route 132 West Freeway/Expressway - Phase 1 Project Exhibit D-7, Revised Fee Schedule
TASK
Matthew Griggs, PE(Project Manager)Richard Sanders, PE (Roadway PE)Joe Ostdiek, PE, TE (Senior Traffic Engineer)Ashley Orsaba-Finders, PE (Senior Engineer)A. Konieczka, E. Espinoza, F. Enriquez,(PE, Senior Engineers)Martin Maechler, PE(Senior Engineer) Associate EngineerAssistant EngineerEnvironmental ManagerSenior Environmental Planner $254.47 $155.51 $189.44 $180.96 $172.47 $220.54 $155.51 $113.10 $212.06 $152.68 TASK 41 - ADDITIONAL DESIGN SUPPORT 32.00 150.00 30.00 36.00 8.00 24.00 236.00 4.00 56.00 576.00 14,000 $98,947.61 576.00 $14,000.00 $98,947.61

41.7 – Kansas Ave ADA Curb Ramp and Sidewalk 16.00 100.00 30.00 12.00 24.00 180.00 4.00 56.00 422.00 $60,863.47 422.00 $60,863.47

41.8 - Survey Support for Kansas Ave Curb Ramps 14,000 $14,000.00 - $14,000.00 $14,000.00

41.9 - Project Closeout Support to City 16.00 50.00 24.00 8.00 56.00 154.00 $24,084.13 154.00 $24,084.13 -
TOTAL HOURS 32.00 150.00 30.00 36.00 8.00 24.00 236.00 4.00 56.00 576.00 576.00 TOTAL COST $ 8,143 $ 23,326 $ 5,683 $ - $ 6,209 $ 1,764 $ 3,732 $ 26,691 $ 848 $ 8,550 $14,000 $98,947.61 $14,000.00 $98,947.61 Total Hours Direct Costs Total Cost GRAND TOTAL - HOURS GRAND TOTAL - DIRECT COSTS GRAND TOTAL - TOTAL COSTS 2/8/2023, Revised

DOKKEN TOTALS
DocuSign Envelope ID: 642F4957-B2F1-4E4B-9FED-4B88B6B83FD4 #4..

CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

October 24, 2023
Date: October 4, 2023
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Toby Wells, Director of Engineering Services/City Engineer SUBJECT: Accept Area 2 Storm Water to Sanitary Sewer Cross Connection Removal – Phase 2 Roosevelt Park project as Complete
CONTACT: Peter Kambel, Senior Civil Engineer, [email protected], 209-577-5444 DESCRIPTION:

Consider accepting the Area 2 Storm Water to Sanitary Sewer Cross Connection Removal – Phase 2 Roosevelt Park Project as complete, releasing securities, releasing payments totaling $6,535,419 to D.A. Wood Construction, Inc. of Oakdale, CA, and authorizing the City Clerk to file a Notice of Completion. (Funding Source: Storm Drain Fund)
STRATEGIC PLAN ELEMENT:

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

BACKGROUND:

The purpose of the Area 2 Storm Water to Sanitary Sewer Cross Connection Removal – Phase 2 Roosevelt Park project was to remove direct connections of storm drain runoff to the sanitary sewer system and provide necessary storm drain improvements resulting from the removal of the cross connections. The project captures, treats, and infiltrates stormwater runoff to augment groundwater supplies, reduce flood-related damage, and improve the quality of stormwater runoff percolating to the underlying groundwater basin.

On April 7, 2009, by Resolution No. 2009-151, Council approved an agreement with RRM Design Group, Inc. (RRM), for the preparation of a Preliminary Design Report (PDR) for the Area 2 Storm Water to Sanitary Sewer Cross Connection Removal – Phase 2 Roosevelt Park project. The PDR focused on utilizing four neighborhood parks for underground storage of storm runoff that is currently being diverted to the sanitary sewer system via the direct cross connections. The PDR’s total construction cost estimate for Area 2 is $23.8 million. Due to budgetary constraints, staff determined it was necessary to break the project into four phases, one for each park. Garrison Park was chosen as Phase I due to its lowest construction cost estimate and was completed in January 2015. Roosevelt Park was selected as Phase 2 due to its construction cost being the second lowest and being within the amount of available grant funding.
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City Council, October 24, 2023
Accept Area 2 Storm Water to Sanitary Sewer
Cross Connection Removal – Phase 2 Roosevelt Park as Complete

Page 2 of 4 ends

Proposition 84, the Safe Drinking Water, Water Quality and Supply, Flood Control, River and Coastal Protection Bond Act of 2006, provides funds for grants to local public agencies. The Integrated Regional Water Management (IRWM) Grant Programs include funding that support sustainable groundwater planning and water-energy programs and projects.

The Roosevelt Park Project satisfies all the requirements of the IRWM grant with an emphasis on groundwater recharge. Like the completed Phase I Garrison Park project, the Phase 2 Roosevelt Park project will utilize Low Impact Development principles and components to remove and store stormwater runoff. The project benefits a local disadvantaged neighborhood by reducing localized street flooding and restoring a local City Park where the storm runoff volume will be stored underground. Project scope includes removal of storm drain cross connections into the sewer system, installation of storm drain conveyance system including pipe and catch basins, installation of an underground storm water retention system at Roosevelt Park, and park restoration improvements above retention system.

Staff submitted a Prop 84 IRWM proposal application to California Department of Water Resources (DWR) in August 2015 and requested a grant amount of $6.67 million. In January 2016, the city was notified of a grant award of $5.05 million. Although the grant award was less than the requested amount, it funds a significant portion of the final design and estimated construction cost of the Phase 2 Roosevelt Park Project. The Prop 84 Grant agreement with the DWR was signed and executed on August 24, 2016.

On November 22, 2016, by Resolution No. 2016-470, Council approved a grant agreement with California Department of Water Resources to receive the 2015 Proposition 84 Integrated Regional Water Management Implementation Grant for the Area 2 Storm Water to Sanitary Sewer Cross Connection Removal – Phase 2 Roosevelt Park project in the amount of $4,619,290 and by Resolution No. 2016-471, approved an agreement with RRM for the preparation of Final Design Services for the Area 2 Storm Water to Sanitary Sewer Cross Connection Removal – Phase 2 Roosevelt Park project.

DISCUSSION:

The project was advertised for bids on May 1, 2018, and bids were publicly opened on June 5, 2018, pursuant to Modesto Municipal Code section 8-3.403 and City Charter Section 1307. Three bids were received and D.A. Wood Construction, Inc. of Oakdale, CA., was the apparent lowest bidder at 1.7% below the engineer’s estimate.

On August 14, 2018, by Resolution No. 2018-343, Council awarded a contract to D.A. Wood Construction, Inc. of Oakdale, CA., for the construction of the Area 2 Storm Water to Sanitary Sewer Cross Connection Removal – Phase 2 Roosevelt Park project, in the amount of $6,124,356. The contractor received the Notice to Proceed with a first working day of July 27, 2020. All contract work was completed by August 3, 2020.

Due to limited availability of the City’s Construction Administration staff recommended utilizing a consultant to provide construction management, inspection, and materials testing services through completion of the construction phase.
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City Council, October 24, 2023
Accept Area 2 Storm Water to Sanitary Sewer
Cross Connection Removal – Phase 2 Roosevelt Park as Complete

Page 3 of 4 ends

On November 26, 2019, by Resolution No. 2019-527, Council approved an agreement with Vali Cooper Associates, Inc. (TRC), of Sacramento, CA, for construction management, testing and inspection services for the Area 2 Storm Water to Sanitary Sewer Cross Connection Removal – Phase 2 Roosevelt Park project in an amount not to exceed $99,612, plus $9,961 for additional services, for a total amount not to exceed $109,573.

On February 25, 2020, by Resolution No. 2020-105, Council approved an amendment to the agreement with Vali Cooper Associates, Inc., of Sacramento, CA, for construction management, testing and inspection services for the Area 2 Storm Water to Sanitary Sewer Cross Connection Removal – Phase 2 Roosevelt Park project in an amount not to exceed $95,494, for a total amount not to exceed $195,106.

By accepting this project as complete, the city officially accepts the improvements made and authorizes the Notice of Completion to be filed. The City Clerk is authorized to complete all necessary steps to file the appropriate notices and documents with the County Recorder, release securities, and authorize payments totaling $6,535,419. The one-year warranty period has been met during the close out process.

Staff recommends the project for acceptance as the contractor has complied with all contract requirements for the project.

FISCAL IMPACT:

The total project costs were $7,874,437 which included design, construction, and construction administration costs. The total project amount originally budgeted was $8,136,089 which included $6,129,255 for the construction contract and contingency with D.A. Wood Construction, Inc.

The City’s “Change Order Approval Policy” enacted by Council Resolution No. 94-443 on July 19, 1994, and updated by Resolution No. 2019-497 on November 5, 2019, and Resolution No. 2023- 405 on September 12, 2023, established a contract change order authority of up to and not to exceed 8% ($489,948) of the original contract price. There were eighteen change orders resulting in an overall increase of $411,063 for change order work as listed on the attached change order log. A summary of the expenditures for the overall project is listed below:
100793 – UPP “Roosevelt Park Storm Drain Cross Connection Removal” PROJECT EXPENDITURES:

Construction Contract (D.A. Wood, Inc.) $6,124,356
Construction Contingency (Change Orders) 6.71% $411,063 Construction Administration – City Staff Support 7.39% $452,320 Construction Management (Vali Cooper & Assoc.) 3.39% $207,891 City Construction Forces – CCF 0.24% $14,437
Engineering Design/Admin. – City Staff Support/Misc. 10.85% $664,370 TOTAL CONSTRUCTION EXPENDITURES: $7,874,437
Percentages shown are based on percentages of the Construction Contract amount. #5..
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City Council, October 24, 2023
Accept Area 2 Storm Water to Sanitary Sewer
Cross Connection Removal – Phase 2 Roosevelt Park as Complete

Page 4 of 4 ends

COMMITTEE RECOMMENDATION:

This project was presented to Finance Committee on June 25, 2018,and recommended to forward to City Council for approval.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution accepting the Area 2 Storm Water to Sanitary Sewer Cross Connection Removal – Phase 2 Roosevelt Park Project as complete, releasing securities, releasing payments totaling $6,535,419 to D.A. Wood Construction, Inc., of Oakdale, CA and authorizing the City Clerk to file a Notice of Completion.

Approved by:
_________________________________________
Toby Wells, Director of Engineering Services/City Engineer _________________________________________
Joseph P. Lopez, City Manager
Attachments:

1. Resolution

2. CCO Log

3. Project Suspension Form

4. Notice of Completion
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1 MODESTO CITY COUNCIL
RESOLUTION NO. 2023-XX
RESOLUTION ACCEPTING THE AREA 2 STORM WATER TO SANITARY SEWER CROSS CONNECTION REMOVAL – PHASE 2 ROOSEVELT PARK

PROJECT AS COMPLETE, RELEASING SECURITIES, RELEASING
PAYMENTS TOTALING $6,535,419 TO D.A. WOOD CONSTRUCTION, INC.,

OF OAKDALE, CA, AND AUTHORIZING THE CITY CLERK TO FILE A

NOTICE OF COMPLETION
WHEREAS, the Area 2 Storm Water to Sanitary Sewer Cross Connection Removal – Phase 2 Roosevelt Park project was a priority project due to the need to remove direct connections of storm drain runoff to the sanitary sewer system and provide necessary storm drain improvements resulting from the removal of the cross connections; and
WHEREAS, the project captures, treats, and infiltrates stormwater runoff to augment groundwater supplies, reduce flood-related damage, and improve the quality of stormwater runoff percolating to the underlying groundwater basin; and WHEREAS, on April 7, 2009, by Resolution No. 2009-151, Council approved an agreement with RRM Design Group, Inc. (RRM), for the preparation of a Preliminary Design Report (PDR) for the Area 2 Storm Water to Sanitary Sewer Cross Connection Removal – Phase 2 Roosevelt Park project; and
WHEREAS, the PDR’s total construction cost estimate for Area 2 is $23.8 million. Due to budgetary constraints, staff determined it was necessary to break the project into four phases, one for each park. Garrison Park was chosen as Phase I due to its lowest construction cost estimate and was completed in January 2015; and WHEREAS, Roosevelt Park was selected as Phase 2 due to its construction cost being the second lowest and being within the amount of available grant funding; and #5..
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2 WHEREAS, Proposition 84, the Safe Drinking Water, Water Quality and Supply, Flood Control, River, and Coastal Protection Bond Act of 2006, provides funds for grants to local public agencies; and
WHEREAS, the Roosevelt Park Project satisfies all the requirements of the IRWM grant with an emphasis on groundwater recharge; and WHEREAS, the project benefits a local disadvantaged neighborhood by reducing localized street flooding and restoring a local City Park where the storm runoff volume will be stored underground; and
WHEREAS, staff submitted a Prop 84 IRWM proposal application to California Department of Water Resources (DWR) in August 2015 and requested a grant amount of $6.67 million; and
WHEREAS, in January 2016, the city was notified of a grant award of $5.05 million, and the Prop 84 Grant agreement with the DWR was signed and executed on August 24, 2016; and
WHEREAS, on November 22, 2016, by Resolution No. 2016-470, Council approved a grant agreement with California Department of Water Resources to receive the 2015 Proposition 84 Integrated Regional Water Management Implementation Grant for the project in the amount of $4,619,290 and by Resolution No. 2016-471, approved an agreement with RRM for the preparation of Final Design Services for the Area 2 Storm Water to Sanitary Sewer Cross Connection Removal – Phase 2 Roosevelt Park project; and
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3 WHEREAS, bids were advertised on May 18, 2018, and were publicly opened on June 5, 2018, pursuant to Modesto Municipal Code Section 8-3.403 and Charter Section 1307, and D.A. Wood Construction, Inc., of Oakdale, California, was the apparent lowest responsible and responsive bidder; and
WHEREAS, on August 14, 2018, by Resolution No. 2018-343, Council awarded a contract to D.A. Wood Construction, Inc. of Oakdale, CA., for the construction of the Area 2 Storm Water to Sanitary Sewer Cross Connection Removal – Phase 2 Roosevelt Park project, in the amount of $6,124,356; and
WHEREAS, due to limited availability of the City’s Construction Administration staff recommended utilizing a consultant to provide construction management, inspection, and materials testing services through completion of the construction phase; and WHEREAS, on November 26, 2019, by Resolution No. 2019-527, Council approved an agreement with Vali Cooper Associates, Inc. (TRC), of Sacramento, CA, for construction management, testing and inspection services for the Area 2 Storm Water to Sanitary Sewer Cross Connection Removal – Phase 2 Roosevelt Park project in an amount not to exceed $99,612, plus $9,961 for additional services, for a total amount not to exceed $109,573; and
WHEREAS, on February 25, 2020, by Resolution No. 2020-105, Council approved an amendment to the agreement with Vali Cooper Associates, Inc., of Sacramento, CA, for construction management, testing and inspection services for the Area 2 Storm Water to Sanitary Sewer Cross Connection Removal – Phase 2 Roosevelt Park project in an amount not to exceed $95,494, for a total amount not to exceed $195,106; and
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4 WHEREAS, the contractor received the Notice to Proceed with a first working day of July 27, 2020, and all contract work was completed by August 3, 2020; and WHEREAS, the total project costs were $7,874,437 which included design, construction, and construction administration costs. The total project amount originally budgeted was $8,136,089 which included $6,129,255 for the construction contract and contingency with D.A. Wood Construction, Inc.; and
WHEREAS, the City’s “Change Order Approval Policy” enacted by Council Resolution No. 94-443 on July 19, 1994, and updated by Resolution No. 2019-497 on November 5, 2019, and Resolution No. 2023-405 on September 12, 2023, established a contract change order authority of 8% ($498,948) of the original contract price; and WHEREAS, there were eighteen change orders on this project with an overall increase of $411,063; and
WHEREAS, by accepting this project as complete, the city officially accepts the improvements made and authorizes the Notice of Completion to be filed.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto hereby accepts the Area 2 Storm Water to Sanitary Sewer Cross Connection Removal – Phase 2 Roosevelt Park project as complete, releasing securities, releasing payments totaling $6,535,419 to D.A. Wood Construction, Inc., of Oakdale, CA., and authorizing the City Clerk to file a Notice of Completion.
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5 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 24th day of October 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, CMC,
City Clerk
(SEAL)
APPROVED AS TO FORM:

BY: ______________________________________
JOSE M. SANCHEZ, City Attorney
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CHANGE
ORDER NO. DESCRIPTION EXECUTED AMOUNT
CAUSE

UNFORSEEN

CONDITIONS
DESIGN
ISSUE
ADDED
SCOPE

CONTRACT CHANGE ORDER LOG
Date: September 25, 2023
TIME
EXT. Approved
2018/11 - Area 2 Storm to Sewer Cross Connection Removal Phase 2 Roosevelt Park (100793) PROJECT NUMBER AND NAME:
01 Remove and Replace Play Pit Concrete Curb 07/15/19 $5,154.11 0 W.D. Yes No No No02 Contract Item Increase Of Site Concrete Removal 07/15/19 $2,280.00 0 W.D. No Yes No No03 Extra Work At Agreed Lump Sum 07/15/19 -$17.00 No No No No04 Extra Work At Negotiated Lump Sum Price 07/15/19 -$3,120.00 No No No No05 Extra Work At Agreed Lump Sum 4-Inch PVC C900 Irrigation Main Water Line
07/15/19 $19,800.72 0 W.D. No No No No
06 Extra Work At Agreed Lump Sum - Pathway Light
Footings
07/15/19 $5,985.00 0 W.D. No No No No
07 Extra Work On Force Account Install New Eletrical Panel 12/20/19 $3,266.12 0 W.D. No No No No08 Relocate the Prop 36 Inch Storm Drain Line Approx 8 Feet to the South on Pearl
12/31/19 $3,040.95 No No No No
09 Unforeseen Extra Work in The Field - Existing MID Lines and Oversized Drain Inlets
02/21/20 $8,341.80 0 W.D. No No No No
10 Aggregate Base Placement In All Main Line and Lateral Trench Section
02/21/20 $121,602.00 0 W.D. No No No No
11 Extra Work At Agreed Unit Price: Bark/Mulch 03/13/20 $27,318.72 0 W.D. No No No No12 Extra Work At Agreed Lump Sum: Grind and Repave Pearl and Carleton
07/10/20 $132,051.07 0 W.D. No No No No
13 Irrigation Exploration and Redesign At Northeast Area Of Park
11/10/20 $19,593.18 0 W.D. No No Yes No
14 Install Cat 6 Cable For Cameras 12/15/20 $3,830.43 0 W.D. No No Yes No15 Extra Work At Agreed Lump Sum: Add/Move Five Sprinklers For Coverage
01/15/21 $1,732.34 0 W.D. No No Yes No
16 Extra Work At Unit Price and Credit At Unit Price 02/26/21 $115,571.60 0 W.D. No No Yes No17 Reduce CCO # 1 Line Item # 1 05/15/21 -$4,123.29 0 W.D. No Yes No No18 Adjust Quantities Consistent With Field Conditions 05/15/21 -$51,245.00 0 W.D. No Yes No No #5..
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CHANGE
ORDER NO. DESCRIPTION EXECUTED AMOUNT
CAUSE

UNFORSEEN

CONDITIONS
DESIGN
ISSUE
ADDED
SCOPE

CONTRACT CHANGE ORDER LOG
Date: September 25, 2023
TIME
EXT. Approved
Total Change Orders Processed To Date: $411,062.75
Original Contract Amount: $6,124,355.50IDA To: $489,948.44 Total Working Days Time Extension: 0
Original Director's CCO Authority: $489,948.44IDA Date: 8/8/2018 Total Executed Change Orders To Date: $411,062.75
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CHANGE
ORDER NO. DESCRIPTION EXECUTED AMOUNT
CAUSE

UNFORSEEN

CONDITIONS
DESIGN
ISSUE
ADDED
SCOPE

CONTRACT CHANGE ORDER LOG
Date: September 25, 2023
TIME
EXT. Approved
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8/2/23
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Requested by
City of Modesto/City Clerk’s Office
Return to City of Modesto/City Clerk’s Office:

PO Box 642
Modesto CA 95353

NOTICE OF COMPLETION
NOTICE IS HEREBY GIVEN that on August 14, 2018, the City of Modesto, PO Box 642, Modesto, California 95353, a Municipal Corporation in the County of Stanislaus, State of California, awarded the contract to D.A. Wood Construction, Inc., for the project titled “Area 2 Storm Water to Sanitary Sewer Cross Connection Removal – Phase 2 Roosevelt Park” located at 801 W. Orangeburg Avenue, Modesto ,CA., and that on August 3, 2023, the said contract as a whole was actually completed by D.A. Wood Construction, Inc., and accepted by the Council of the City of Modesto at a regular meeting of the Council held on October 24, 2023.

CITY OF MODESTO
By
Diane Nayares-Perez, City Clerk
I certify under penalty of perjury that the foregoing is true and correct.

Date: By
Modesto, CA Diane Nayares-Perez, City Clerk
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

October 24 2023
Date: October 4, 2023
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Toby Wells, Director of Engineering Services/City Engineer SUBJECT: Accept Rectangular Rapid Flashing Beacon Installation Project as Complete CONTACT: Peter Kambel, Senior Civil Engineer, [email protected], 209-577-5444 DESCRIPTION:

Consider accepting the Rectangular Rapid Flashing Beacon Installation Project as complete, releasing securities, releasing payments totaling $842,507 to Gruendel Inc., DBA Rays Electric of Oakland CA., and authorizing the City Clerk to file a Notice of Completion. (Funding Source:

Local Measure L Funds)
STRATEGIC PLAN ELEMENT:

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

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

BACKGROUND:

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

The ten chosen locations had inoperable in-roadway lighted crosswalks or no lighted walk at all.

In addition, all locations are now solar powered and include American Disability Act (ADA) upgrades to curb ramps.

Below is a list of the locations included in this project:
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City Council, October 24, 2023
Accept Rectangular Rapid Flashing Beacon Installation Project as Complete

Page 2 of 3 ends

1. *Mt. Vernon Drive and Cheryl Lane

2. Rumble Road and Bay Lane

3. Rumble Road and Wales Street

4. College Avenue and Morris Avenue

5. College Avenue and Terminal Avenue

6. Coldwell Avenue and Campus Way

7. Tully Road and Hetch-Hetchy Trail

8. Prescott Road and Hetch-Hetchy Trail

9. Maze Boulevard and Emerald Avenue

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

The project was advertised for bids on September 21, 2021. Bids were publicly opened on October 19, 2021, pursuant to Modesto Municipal Code section 8-3.403, and three bids were received. Gruendel Inc., DBA Ray’s Electric bid was the lowest responsible bidder at 23.9% above the engineers estimate.

On December 14, 2021, by Resolution 2021-499, Council awarded a contract to Gruendel Inc., DBA Rays Electric of Oakland CA., in the amount of $744,555. The Contractor received the Notice to Proceed with a start date of March 21, 2022. All contract work was completed on April 14, 2023.

By accepting this project as complete, the city officially accepts the improvements made and authorizes the Notice of Completion to be filed. The City Clerk is authorized to complete all the necessary steps to file Notice of Completion with the County Recorder, release securities, and authorize payments totaling $842,507. The work is covered by a one-year warranty for any issues that may arise.

Staff recommends the project for acceptance as the contractor has complied with all contract requirements for the project.

FISCAL IMPACT:

The total project costs were $975,083 which included design, construction, and construction administration costs. The total project amount originally budgeted was $1,061,316 which included $893,465 for the construction contract and contingency with Gruendel Inc., DBA Rays Electric of Oakland CA.

The City’s “Change Order Approval Policy” enacted by Council Resolution No. 94-443 on July 19, 1994, and updated by Resolution No. 2019-326 on July 9, 2019, and Resolution No. 2023-405 on September 12, 2023, established a contract change order authority of ten percent (10%) for construction contracts of this dollar value. However, given the critical nature of this project, the possibility of additional work would be needed to address unexpected conditions, Resolution 2023-82 authorized an increase in the Director’s Authority for the Construction Contingency to twenty percent (20%) to $148,910.
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City Council, October 24, 2023
Accept Rectangular Rapid Flashing Beacon Installation Project as Complete

Page 3 of 3 ends

There were eight change orders resulting in an overall increase of $97,952 for change order work as listed on the attached change order log. A summary of the expenditures for the overall project is listed below.
101175 – PW – Rectangular Rapid Flashing Beacon Installation PROJECT EXPENDITURES:

Total
Construction Contract (Rays Electric) $744,555
Construction Contingency 13.16% $97,952
Construction Administration (City Staff) 12.73% $94,791 Engineering Design/Admin. (City Staff) 5.07% $37,785
TOTAL CONSTRUCTION EXPENDITURES: $975,083

COMMITTEE RECOMMENDATION
The Rectangular Rapid Flashing Beacon Installation Project was presented to the Economic Development Committee on April 5, 2021. The Committee recommended staff to present the award of the project to the Council upon successful bidding.

CEQA/NEPA REQUIREMENTS:

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

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution accepting the Rectangular Rapid Flashing Beacon Installation Project as complete, releasing securities, releasing payments totaling $842,507 to Gruendel Inc., DBA Rays Electric of Oakland CA., and authorizing the City Clerk to file a Notice of Completion.

Approved by:
_________________________________________
Toby Wells, Director of Engineering Services/City Engineer _________________________________________
Joseph P. Lopez, City Manager
Attachments:

1. Resolution

2. CCO Log

3. Project Suspension Form

4. Notice of Completion
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1 MODESTO CITY COUNCIL
RESOLUTION NO. 2023-XX

RESOLUTION ACCEPTING THE RECTANGULAR RAPID FLASHING

BEACON INSTALLATION PROJECT AS COMPLETE, RELEASING
SECURITIES, RELEASING PAYMENTS TOTALING $842,507 TO GRUENDEL INC., DBA RAYS ELECTRIC OF OAKLAND CA., AND AUTHORIZING THE

CITY CLERK TO FILE A NOTICE OF COMPLETION
WHEREAS, the Rectangular Rapid Flashing Beacon (RRFB) Installation Project installed RRFBs at ten school locations throughout the city; and WHEREAS, RRFBs are pedestrian-actuated conspicuity enhancements used in combination with a pedestrian, school, or trail crossing warning sign to improve safety at uncontrolled, marked crosswalks; and
WHEREAS, the device includes two rectangular shaped yellow indications, each with a Light Emitting Diode (LED)-array-based light source, that flash with high frequency when activated; and
WHEREAS, the ten chosen locations had inoperable in-roadway lighted crosswalks or no lighted walk at all. In addition, all locations are now solar powered and include American Disability Act (ADA) upgrades to curb ramps. Below is a list of the locations included in this project:

1. *Mt. Vernon Drive and Cheryl Lane

2. Rumble Road and Bay Lane

3. Rumble Road and Wales Street

4. College Avenue and Morris Avenue

5. College Avenue and Terminal Avenue
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2 6. Coldwell Avenue and Campus Way

7. Tully Road and Hetch-Hetchy Trail

8. Prescott Road and Hetch-Hetchy Trail

9. Maze Boulevard and Emerald Avenue

10. Teresa Street and Carver Road
*This location was converted to an all way stop, but has ADA upgrades completed WHEREAS, the project was originally advertised for bids on September 21, 2021.

The bids were publicly opened on October 19, 2021, pursuant to pursuant to Modesto Municipal Code section 8-3.403, and three bids were received; and WHEREAS, Gruendel Inc., DBA Rays Electric of Oakland CA., was the lowest responsible bidder at 23.9% above the engineers estimate; and WHEREAS, on December 14, 2021, by Resolution 2021-499, Council awarded a contract to Gruendel Inc., DBA Rays Electric of Oakland CA., in the amount of $744,555 for the construction of the Rectangular Rapid Flashing Beacon Installation Project; and WHEREAS, the Contractor received the Notice to Proceed with a start date of March 21, 2022. All contract work was completed on April 14, 2023; and WHEREAS, the total project costs were $975,083 which included design, construction, and construction administration costs. The total project amount originally budgeted was $1,061,316 which included $893,465 for the construction contract and contingency with Gruendel Inc., DBA Rays Electric of Oakland CA; and WHEREAS, the City’s “Change Order Approval Policy” enacted by Council Resolution No. 94-443 on July 19, 1994, and updated by Resolution No. 2019-326 on #6..
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3 July 9, 2019, and Resolution No. 2023-405 on September 12, 2023, established a contract change order authority of ten percent (10%) for construction contracts of this dollar value. However, given the critical nature of this project, the possibility of additional work would be needed to address unexpected conditions, Resolution 2023-82 authorized an increase in the Director’s Authority for the Construction Contingency to twenty percent (20%) to $148,910; and
WHEREAS, there were eight change orders resulting in an overall increase of $97,952; and
WHEREAS, by accepting this project as complete, the city officially accepts the improvements made and authorizes the Notice of Completion to be filed.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto hereby accepts the Rectangular Rapid Flashing Beacon Installation Project as complete, releasing securities, releasing payments totaling $842,507 to Gruendel Inc., DBA Rays Electric of Oakland CA., and authorizing the City Clerk to file a Notice of Completion. #6..
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4 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 24th day of October 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, CMC, City
Clerk
(SEAL)
APPROVED AS TO FORM:

BY: _________________________________
JOSE M. SANCHEZ, City Attorney
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CHANGE
ORDER NO. DESCRIPTION EXECUTED AMOUNT
CAUSE

UNFORSEEN

CONDITIONS
DESIGN
ISSUE
ADDED
SCOPE

CONTRACT CHANGE ORDER LOG
Date: September 11, 2023
TIME
EXT. Approved
2022/09 - Rectangular Rapid Flashing Beacon Installation (101175) PROJECT NUMBER AND NAME:
01 Type 1-A Poles 09/16/22 $9,515.39 1 W.D. No Yes No Yes 02 LUMINATORS AT HETCH HETCHY AND

EMERALD/MAZE LOCATIONS
12/16/22 $13,738.41 5 W.D. No No Yes Yes
03 INSTALLATION OF NEW ADDED BATTERY BACKUP

SYSTEM ON ALL RRFBS
12/16/22 $21,743.86 6 W.D. No No Yes Yes
04 TEREESA/CARVER PUSH BUTTON 01/30/23 $2,561.52 2 W.D. No No Yes Yes05 ADDITION CONCRETE TO REMOVE TREE ROOTS

SOUTH OF WHEEL CHAIR RAMP
01/30/23 $20,637.00 5 W.D. No No Yes Yes
06 REMOVE AND INSTALL CROSSWALKS AT
MT.VERNON
03/23/23 $10,214.30 0 W.D. No No Yes Yes
07 COLLEGE/MORRIS TREE STUMP AND ROOT REPAIR 04/25/23 $19,540.94 0 W.D. No No Yes Yes08 WORKING DAYS DUE TO MATERIALS DELAY 08/07/23 $0.00 150 W.D. No Yes No Yes Total Change Orders Processed To Date: $97,951.42
Original Contract Amount: $744,555.00IDA To: $148,910.00 Total Working Days Time Extension: 169
Original Director's CCO Authority: $74,445.50IDA Date: 2/28/2023 Total Executed Change Orders To Date: $97,951.42
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CHANGE
ORDER NO. DESCRIPTION EXECUTED AMOUNT
CAUSE

UNFORSEEN

CONDITIONS
DESIGN
ISSUE
ADDED
SCOPE

CONTRACT CHANGE ORDER LOG
Date: September 11, 2023
TIME
EXT. Approved
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9/26/23
9/27/23
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Requested by City Clerk and
Return to: City of Modesto
PO Box 642
Modesto CA 95353

NOTICE OF COMPLETION
NOTICE IS HEREBY GIVEN that on December 14, 2021, the City of Modesto, PO Box 642, Modesto, California 95353, a Municipal Corporation in the County of Stanislaus, State of California, awarded the contract to Gruendel Inc., DBA Rays Electric of Oakland CA., for the project titled “Rectangular Rapid Flashing Beacon Installation Project ” located at various locations in the City of Modesto per approved plans and that on April 14, 2023, the said contract as a whole was actually completed by Gruendel Inc., DBA Rays Electric of Oakland CA., and accepted by the Council of the City of Modesto at a regular meeting of the Council held on October 24, 2023.

CITY OF MODESTO
By
Diane Nayares-Perez, City Clerk
I certify under penalty of perjury that the foregoing is true and correct.

Date: By
Modesto, CA Diane Nayares-Perez, City Clerk
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

October 24, 2023
Date: September 26, 2023
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: DeAnna Christensen, Director of Finance
SUBJECT: Investment Advisory Services Agreement
CONTACT: Dianne Love, Purchasing Manager, [email protected], 209-571-5164
DESCRIPTION:

Consider approving the Agreement for Investment Advisory Services to PFM Asset Management, LLC, San Francisco, CA, for a total amount not to exceed $1,500,000 over five years. (Funding Source: Various Funds)
STRATEGIC PLAN ELEMENT:

This item supports the City of Modesto 2020-2025 Strategic Plan Focus of Governance and Service Delivery under goal H: Achieve Financial Sustainability.

BACKGROUND:

Under Municipal Code Section 2-3.401, the Finance Department is responsible for the deposit and investment of City funds in accordance with a sound treasury management. The City of Modesto utilizes an investment services company to enhance the City’s investment portfolio of over $432 million in a fiduciary capacity with oversight by the Director of Finance. These services will guide the City to identify investment strategies to optimize the investment return in compliance with the City’s Investment Policy and state statutes. These services handle the execution of investment trades in accordance with the City’s investment policy, annual review of the City’s investment policy and ensuring we are maximizing the investment earnings from our portfolio for City’s use in budget planning.

On December 15, 2015, under Resolution 2015-492, Council approved an agreement for Investment Services with Public Financial Management Asset Management LLC for a five-year term with three (3) one-year extension option with an annual estimated cost of up to $200,000 and an amount not to exceed $1,600,000 over the eight-year term period.

DISCUSSION:

On July 27, 2022, the City Manager authorized the Purchasing Manager to solicit the procurement for Investment Advisory Services. On March 8, 2021, the City of Redwood City solicited a proposal for Investment Advisory Services which was advertised through the #7..
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City Council, October 24, 2023
Investment Advisory Services Agreement

Page 2 of 3 ends

BarkerBlue Online Platform and Redwood City public website. On April 1, 2021, proposals were opened at City of Redwood City Hall. Three (3) proposals were received and based on the evaluation criteria outlined in the RFP, PFM Asset Management was awarded for this commodity of Investment Advisory Services. Based on being the responsive and responsible proposer offering the highest rating based on firm experience, professional and qualified staff experience, portfolio management and investment philosophy, City staff recommends to award to PFM Asset Management, LLC, San Francisco, CA, for a two-year Agreement with three (3) one-year extension options, for an annual estimated amount $300,000 and a total amount not to exceed $1,500,000 over five years
The City utilizes the bidding process conducted by other government agencies when the Scope of Work meets the same specification defined by the City. Using other government agencies bidding results streamlines the procurement process by maximizing on Invitation for Bids (IFB) or Request for Proposals (RFP)’s for similar or larger size agencies that meet or exceed local requirements.

Modesto Municipal Code Section 8-3.203 generally requires all purchases that meet or exceed $50,000 for material, equipment or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, in her discretion, determines that a process other than the formal bid procedure set for in Section 8-3.203 will result in a procurement for the City at the lowest possible cost commensurate with the desired quality.” In addition, MMC 8-3.202(h) encourages the Purchasing Manager to join with the State of California or other units of government in cooperative purchasing plans when the best cost savings interest of the City would be served.

By utilizing the Redwood City bidding process, the City is complying with the requirements defined under this code for Investment Advisory Services.

FISCAL IMPACT:

Sufficient funds are budgeted in Fiscal Year 2023-24 and will be budgeted for future years through the term of this agreement, to cover the cost for the investment advisory services. The investment earnings gain from the investment strategies utilized by PFM Asset Management covers their overall net fees and are applied against interest earnings. Below is a five-year spending history for the current agreement for investment services:

Agreement Period Amount
Year 1 $ 155,928
Year 2 $ 187,440
Year 3 $ 179,916
Year 4 $ 210,812
Year 5 $ 237,757
Grand Total $ 971,853
The City shall pay PFM Asset Management an annual fee, in monthly installments, based on the daily net assets under management at an annual rate of 7 basis points (0.07%) on the first $100 million of assets, 5 basis points (0.05%) on assets for the next $50 million and 4 basis points (0.04%) on assets over than $150 million. Our minimum fee is $40,000 per year. The proposed fee schedule captures an overall reduction which includes a reduction of 5 basis points for the first $100 million which was previously 12 basis points under the prior agreement. #7..
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City Council, October 24, 2023
Investment Advisory Services Agreement

Page 3 of 3 ends

COMMITTEE RECOMMENDATION:

This item was presented at the September 25, 2023, Finance Committee and approved to move forward to Council.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving an Agreement for Investment Advisory Services to PFM Asset Management, LLC, San Francisco, CA, by utilizing the Competitive Bidding Process from the City of Redwood City, CA for a two-year Agreement with three (3) one-year extension options, for an annual estimated amount $300,000 and a total amount not to exceed $1,500,000 over five years; and authorizing the City Manager or his designee to execute the Agreement.

Approved by: _____
DeAnna Christensen, Director of Finance
Joseph P. Lopez, City Manager
Attachments:

1. Resolution - Investment Services Agreement

2. Investment Advisory Services Agreement

3. Exhibit A
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10/24/2023/Finance/DLove/Item X 1 2023-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2023-

RESOLUTION APPROVING AN AGREEMENT FOR INVESTMENT

ADVISORY SERVICES TO PFM ASSET MANAGEMENT, LLC, SAN

FRANCISCO, CA, BY UTILIZING THE COMPETITIVE BIDDING PROCESS FROM THE CITY OF REDWOOD CITY, CA FOR A TWO (2) YEAR
AGREEMENT WITH THREE (3) ONE-YEAR EXTENSION OPTIONS, FOR AN ANNUAL ESTIMATED AMOUNT $300,000 AND A TOTAL AMOUNT NOT TO EXCEED $1,500,000 OVER FIVE YEARS; AND AUTHORIZING THE CITY

MANAGER OR HIS DESIGNEE TO EXECUTE THE AGREEMENT
WHEREAS, under Municipal Code Section 2-3.401, the Finance Department is responsible for the deposit and investment of City funds in accordance with a sound treasury management; and
WHEREAS, the City of Modesto utilizes an investment services company to enhance the City’s investment portfolio of over $432 million in a fiduciary capacity with oversight by the Director of Finance; and
WHEREAS, on December 15, 2015 under Resolution 2015-492, Council approved an agreement for Investment Services with Public Financial Management Asset Management LLC for a five-year term with three (3) one-year extension option with an annual estimated cost of up to $200,000 and an amount not to exceed $1,600,000 over the eight year term period; and
WHEREAS, on July 27, 2022, the City Manager authorized the Purchasing Manager to solicit the procurement for Investment Advisory Services; and WHEREAS, on March 8, 2021, Redwood City solicited a proposal for Investment Advisory Services which was advertised through the BarkerBlue Online Platform and Redwood City public website; and
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10/24/2023/Finance/DLove/Item X 2 2023-XX
WHEREAS, three (3) proposals were received and based on the evaluation criteria outlines in the RFP, PFM Asset Management was awarded for this commodity of Investment Advisory Services; and
WHEREAS, based on the responsible and responsible proposer offering the highest rating based on firm experience, professional and qualified staff experience, portfolio management and investment philosophy, City staff recommends to award to PFM Asset Management, LLC, San Francisco, CA, for a two-year Agreement with three (3) one-year extension options, for an annual estimated amount $300,000 and a total amount not to exceed $1,500,000 over five years; and
WHEREAS, the City utilizes the bidding process conducted by other government agencies when the Scope of Work meets the same specification defined by the City; using other government agencies bidding results streamlines the procurement process by maximizing on Invitation for Bids (IFB) or Request for Proposals (RFP)’s for similar or larger size agencies that meet or exceed local requirements; and WHEREAS, Modesto Municipal Code (MMC) Section 8-3.203 generally requires all purchases that meet or exceed $50,000 for material, equipment or contractual services to be formally bid; However, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, in her discretion, determines that a process other than the formal bid procedure set for in Section 8-3.203 will result in a procurement for the City at the lowest possible cost commensurate with the desired quality.”
WHEREAS, MMC 8-3.202(h) encourages the Purchasing Manager to join with the State of California or other units of government in cooperative purchasing plans when #7..
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10/24/2023/Finance/DLove/Item X 3 2023-XX
the best cost savings interest of the City would be served and by utilizing the City of Redwood City bidding process, the City is complying with the requirements defined under this code for Investment Advisory Services.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves an Agreement for Investment Advisory Services to PFM Asset Management, LLC, San Francisco, CA, by utilizing the Competitive Bidding Process from the City of Redwood City, CA for a two (2) year Agreement with three (3) oneyear extension options, for an annual estimated amount $300,000 and a total amount not to exceed $1,500,000 over five years.

BE IT FURTHER RESOLVED, that the City Manager, or his designee, is hereby authorized to execute the Agreement, in a form approved by the City Attorney. #7..
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10/24/2023/Finance/DLove/Item X 4 2023-XX
The foregoing resolution was introduced in a regular meeting of the Council of the City of Modesto held on the 24th day of October 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, CMC, City Clerk
(SEAL)
APPROVED AS TO FORM:

BY: _____________________________
JOSE M. SANCHEZ, City Attorney
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1 STANDARD AGREEMENT

FOR CONSULTANT SERVICES
THIS AGREEMENT, made and entered into in the City of Modesto, State of California, this _______day of , 2023, (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as “City”, and PFM ASSET MANAGEMENT LLC, a Delaware limited liability company, hereinafter referred to as “Consultant”.

This Agreement is made with regard to the following recitals:

A. The City has determined that Investment Advisory Services are needed by City to manage its investment portfolio.

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 scope of work as set forth and described in the documents attached hereto and referred to as Exhibit “A” or “Project”.

2. TERM OF AGREEMENT.

The term of the Agreement shall be for a period of two (2) years, with three (3) one (1)-year extension options at the sole discretion of City, for a total of up to five (5) years (the “Term”).

Year 1: December 15, 2023 through December 14, 2024
Year 2: December 15, 2024 through December 14, 2025
Year 3: December 15, 2025 through December 14, 2026
Year 4: December 15, 2026 through December 14, 2027
Year 5: December 15, 2027 through December 14, 2028
Pricing shall remain firm for the first two (2) years of the Agreement. #7..
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2 Price increases for any subsequent Agreement years following the second year, shall not exceed the percentage change in the Consumer Price Index (CPI) for the City of Modesto West Urban Area in any one Agreement year, and shall be negotiated through the Purchasing Division. Requests for price increases shall be submitted by Consultant in writing, ninety (90) days prior to the annual anniversary date of the Agreement to be effective for the subsequent year.

3. COMPENSATION.
(a) For services provided by the Consultant pursuant to this Agreement, City shall pay the Consultant an annual fee, in monthly installments, based on the daily net assets under management according to the schedule below:

Average Assets Under Management Fees
First $100 million 7 basis points (0.07%)
Next $50 million 5 basis points (0.05%)
Above $150 million 4 basis points (0.04%)
“Daily net assets” is defined to include the amortized value of securities, accrued interest and the market value of cash or any money market fund balance.

The minimum annual fee is $40,000, and such minimum annual fee shall be applied in equal monthly installments. For avoidance of doubt, in any month where the amount of the fee calculated under the schedule above is less than the amount of such equal monthly installment, then the amount of such equal monthly installment shall be applied. Consultant agrees to accept a sum not to exceed $1,500,000 over the course of the Term of the Agreement as full remuneration for performing all services and furnishing all staffing and materials for City in accordance with Exhibit “A”, and for performance by Consultant of all of its duties and obligation under this Agreement.
(b) The Consultant will bill City monthly for service performed under this Agreement, said bill to include a statement indicating the basis upon which the fee was calculated. City shall pay to the #7..
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3 Consultant the amount payable pursuant to this Agreement not later than on the 30th day of the month following the month during which the Consultant's statement was rendered. (c) Assets invested by the Consultant under the terms of this Agreement may from time to time be invested in a money market mutual fund or a local government investment pool managed by the Consultant or an affiliate of the Consultant (either, a “Pool”). Average daily net assets subject to the fees described in this section shall not take into account any funds invested in the Pool. Expenses of the Pool, including compensation for the Consultant or its affiliate (as applicable) and the Pool custodian, are described in the relevant prospectus or information statement and are paid from the Pool. (d) If and to the extent that City shall request the Consultant to render services other than those to be rendered by the Consultant hereunder, such additional services shall be compensated separately on terms to be agreed upon between the Consultant and City.

4. OBLIGATIONS OF CONSULTANT.

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

5. PERFORMANCE BY KEY EMPLOYEE.

Consultant has represented to City that Monique Spyke, Managing Director 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 approximately thirty percent (30%) 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.
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4 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 Agreement. Consultant is permitted to retain copies of all such data to comply with Consultant’s legal and regulatory obligations, and in connection with routine electronic archiving. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use.

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 (except to comply with Consultant’s legal and regulatory obligations, and in connection with routine electronic archiving) 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 the City Manager.

8. CONFLICT OF INTEREST.
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5 Consultant warrants that it presently has no interest and shall not acquire any interest, direct or indirect, which would create a “conflict of interest”, as that term is defined in the Political Reform Act (Gov.

Code § 81000 et seq.), for the Consultant in the performance of this Agreement. Consultant warrants that, in performance of this Agreement, Consultant shall not employ any person having any such interest. Consultant understands that, if this Agreement is made in violation of Government Code § 1090 et seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed. Consultant agrees to file a Statement of Economic Interests with the City Clerk at the start and end of this Agreement if so required at the option of City.

9. AMENDMENTS.

This Agreement, including the Exhibits attached hereto, may be amended only by a writing signed by both parties. City will not be responsible to pay any charges Consultant may incur in performing services not identified in Exhibit “A” unless first authorized by the City in writing

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 (except when Consultant conducts a trade of portfolio securities on behalf of City). Except as City may specify in writing, Consultant has no authority to bind or incur any obligation on behalf of City (except when Consultant conducts a trade of portfolio securities on behalf of City). Consultant has no authority or responsibility to exercise any rights or power vested in the City. 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 and control 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 #7..
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6 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 is permitted to provide services to others during the same period service is provided to City under this Agreement. If necessary, Consultant has the responsibility for employing other persons or firms to assist Consultant in fulfilling the terms and obligations under this Agreement.

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

It is understood and agreed that as an independent contractor and not an employee of City neither the Consultant or Consultant’s assigned personnel shall have any entitlement as a City employee, right to act on behalf of the City in any capacity whatsoever as an agent, or to bind the City to any obligation whatsoever (except when Consultant conducts a trade of portfolio securities on behalf of City). 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, other than noted in Exhibit “A”, without the express prior written consent of the City in each and every instance, except if rights and obligations of Consultant are assigned to Consultant’s parent company, U.S. Bancorp Asset Management, Inc., or any other U.S. Bancorp affiliated registered investment adviser, provided, however, that City be provided seven (7) days’ prior written notice of such assignment..

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. #7..
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7 13. NOTICES.

Notice required by this Agreement shall be given in writing and shall be deemed given and effective upon delivery provided that such are delivered in accordance with the provisions of this Section. Notices shall be delivered either by: (a) personal delivery; (b) overnight courier service which obtains confirmation of delivery; or (c) certified pail, return receipt requested, if delivery is confirmed by a return receipt; or (d) by electronic transmission subject to reasonable proof that the notice was both transmitted and received. Each such notice shall be sent to the parties at the address respectively set forth below or to such other address as a party may designate by written notice given in accordance with the provisions of this Section:

FOR CONSULTANT: Name: PFM Asset Management LLC
Address: 1 California Street Ste 1000
San Francisco, CA 94111 _____
Attention: Monique Spyke, Managing Director
Phone: (415) 393-7259
Email: [email protected]
With copy to:

Name: PFM Asset Management LLC
Address: 213 Market Street
Harrisburg, PA 17101 _______
Attention: Chief Administrative Officer
FOR CITY: Name: City of Modesto
Address: P.O. Box 642
Modesto, CA 95353
Attention: DeAnna Christensen
Phone: (209) 577-5387
Email: [email protected]

14. INSURANCE REQUIREMENTS.

The Consultant shall provide at its own expense and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the City as may be required by the Risk Manager of the City. The policies or certificates thereof shall provide that, thirty (30) days prior to cancellation of the policy, notices of same shall be given to the Risk #7..
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8 Manager of the City by mail for all of the following stated insurance policies. If any such required policy does not contain a notice of cancellation provision then the obligation to notify will reside with the Consultant.

In the event the certificates of insurance required hereunder do not provide for notice of cancellation to the certificate holder and/or additional insureds, the Consultant shall provide, and shall require its subcontractors to provide, as an express condition precedent to payment hereunder, an endorsement from their insurers providing that the additional insureds identified herein shall be provided thirty (30) days notice of the cancellation on the policies of insurance required hereunder (10) days notice if the policies are cancelled for nonpayment of premium). In addition, the named insured on all such policies shall provide to the additional insureds identified herein any notices of cancellation of said insurance policies within five (5) business days of receipt of such notice. The Consultant shall, as a further express condition precedent to payment for work performed, affirm under penalty of perjury that the required insurance on the Project remains in place and said insurance has not been cancelled.
(a) 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 $2,000,000 for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Project/location or the general aggregate limit shall be twice the required occurrence limit. This insurance shall include the following coverages: premises and operations; broad form contractual; independent consultants and subcontractors; products and completed operations as applicable. (c) Automobile Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. This insurance shall cover any automobile for bodily injury and property damage.
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9 (d) Professional Liability insurance with a minimum limit of $2,000,000 per claim and 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 City has the right, but not the obligation, to suspend or terminate this Agreement. 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 maintain any required insurance shall not relieve the Consultant from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Consultant concerning indemnification. The City, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation and Professional Liability. The Workers' Compensation insurer shall agree to waive all rights of subrogation against the City, its agents, officers, employees, and volunteers for losses arising from work performed by Consultant for the City. The Consultant's General Liability and Automobile Liability 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.

Consultant shall provide City with separate endorsements evidencing proof of the City’s additional insured status as to both the General Liability and Automobile Liability insurance policies. In addition, Consultant shall provide City with a Workers Compensation subrogation waiver by way of a separate endorsement. All endorsements referenced above must include the applicable policy number.

For any claims related to this Project, the Consultant’s General Liability and Automobile Liability insurance coverage shall be primary insurance as respects the entity, its officers, officials, employees, #7..
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10 and volunteers. Any insurance or self-insurance maintained by the entity, its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.

15. TERMINATION OF AGREEMENT.

Termination for Default
In the event either party fails to perform under this Agreement or breaches any condition contained herein, the other party shall notify in writing the breaching party of the non-performance. Within ten (10) days after receipt of notification, the breaching party shall correct any non-performance to the reasonable satisfaction of the non-breaching party, or such other time as may be identified in the notice. Failure to correct any non-performance shall allow the non-breaching party to terminate this Agreement for cause.

Termination by City for Convenience
City may cancel this Agreement at any time, with or without cause, upon written notification to Consultant.

Post-Termination Procedure
Upon receipt of a written notice of termination, the Consultant shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subconsultants and agents are notified of such termination and act as specified in the notice of termination; b. Terminate all orders and Subcontractors except as necessary to complete any portion of the Project 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 Project not completed or undertaken, including materials not delivered; #7..
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11 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 Project 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 Project 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 Project and/or property related to the Project; 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 for work actually completed prior to the receipt of the termination notice or otherwise completed in accordance with the notice of termination. The final payment to the Consultant after termination for convenience shall be limited to amounts due and owing under the Agreement at time of termination, including the following:
a. The cost of settling and paying valid claims arising out of the termination of the Project such as subconsultant agreements or contracts for materials; b. The Agreement price allocable to the portion of the Project properly performed or goods supplied to the work site by the Consultant as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the Consultant.
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12 16. 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 negligent or intentional act or omission of Consultant, or its agents, officers, 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.

In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

17. DISPUTE RESOLUTION.

Venue for all claims, controversies, or disputes arising out of, or relating to the formation of this Agreement, or the breach, termination execution, enforcement, interpretation, or validity of this Agreement, including the determination of the scope or applicability of this contract provision shall be in the Superior Court of Stanislaus County or the United States District Court for the Eastern District of California.

18. ATTORNEYS’ FEES.

If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ #7..
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13 fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.

19. ENTIRE AGREEMENT.

This Agreement and its exhibits contain the entire understanding between Consultant and City. 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.

20. PARTIAL INVALIDITY.

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

21. WAIVER.

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

22. AUDIT.

Upon reasonable notice to Consultant, the City’s duly authorized representative shall have access during Consultant’s regular business hours to all reports, contract records, contract documents, contract files, and personnel necessary to audit and verify Consultant’s charges to City under this Agreement.

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

23. GOVERNING LAW.

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

24. HEADINGS NOT CONTROLLING.
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14 Headings used in the Agreement are for reference purposes only and shall not be considered in construing this Agreement.

25. 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.

26. CITY BUSINESS LICENSE.

Consultant will have a City of Modesto business license.

27. INVESTMENT ADVISOR PROVISIONS.
(a) Services of Consultant. City hereby engages the Consultant to serve as investment advisor under the terms of this Agreement with respect to the funds described in this Agreement and such other funds as City may from time to time assign by written notice to the Consultant (collectively the “Managed Funds”), and the Consultant accepts such appointment. In connection therewith, the Consultant will provide investment research and supervision of the Managed Funds investments and conduct a continuous program of investment, evaluation and, when appropriate, sale and reinvestment of the Managed Funds assets. The Consultant shall continuously monitor investment opportunities and evaluate investments of the Managed Funds.

The Consultant shall furnish City with statistical information and reports with respect to investments of the Managed Funds. The Consultant shall place all orders for the purchase, sale, loan or exchange of portfolio securities for City's account with brokers or dealers recommended by the Consultant and/or City, and to that end the Consultant is authorized as agent of City to give instructions to the custodian designated by City (the “Custodian”) as to deliveries of securities and payments of cash for the account of City. In connection with the selection of such brokers and dealers and the placing of such orders, the Consultant is directed to seek for City the most favorable execution and price, the determination of which may take into account, subject to any applicable laws, rules and regulations, whether statistical, research and other information or services have been or will be furnished to the Consultant by such brokers and dealers. The Custodian shall have custody of cash, #7..
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15 assets and securities of City. The Consultant shall not take possession of or act as custodian for the cash, securities or other assets of City and shall have no responsibility in connection therewith. Authorized investments shall include only those investments which are currently authorized by the state investment statutes and the applicable covenants and as supplemented by such other written instructions as may from time to time be provided by City to the Consultant. The Consultant shall be entitled to rely upon City’s written advice with respect to anticipated drawdowns of Managed Funds. The Consultant will observe the instructions of City with respect to broker/dealers who are approved to execute transactions involving the Managed Funds and in the absence of such instructions will engage broker/dealers which the Consultant reasonably believes to be reputable, qualified and financially sound.
(b) Expenses. The Consultant shall furnish at its own expense all necessary administrative services, office space, equipment, clerical personnel, telephone and other communication facilities, investment advisory facilities, and executive and supervisory personnel for managing the Managed Funds. Except as expressly provided otherwise herein, City shall pay all of its own expenses including, without limitation, taxes, commissions, fees and expenses of City's independent auditors and legal counsel, if any, brokerage and other expenses connected with the execution of portfolio security transactions, insurance premiums, and fees and expenses of the Custodian.
(c) Registered Advisor; Duty of Care. The Consultant hereby represents it is a registered investment advisor under the Investment Advisers Act of 1940. The Consultant shall immediately notify City if at any time during the term of this Agreement it is not so registered or if its registration is suspended.

The Consultant agrees to perform its duties and responsibilities under this Agreement with reasonable care. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith. Nothing herein shall in any way constitute a waiver or limitation of any rights which City may have under any federal securities laws. City hereby authorizes the Consultant to sign I.R.S. Form W-9 on behalf of City and to deliver such form to broker-dealers or others from time to time as required in connection with securities transactions pursuant to this Agreement.
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16 (d) Consultant’s Other Clients. City understands that the Consultant performs investment advisory services for various other clients which may include investment companies, commingled trust funds and/or individual portfolios. City agrees that the Consultant, in the exercise of its professional judgment, may give advice or take action with respect to any of its other clients which may differ from advice given or the timing or nature of action taken with respect to the Managed Funds. The Consultant shall not have any obligation to purchase, sell or exchange any security for the Managed Funds solely by reason of the fact that the Consultant, its principals, affiliates, or employees may purchase, sell or exchange such security for the account of any other client or for itself or its own accounts.
(e) Force Majeure. The Consultant shall have no liability for any losses arising out of the delays in performing or inability to perform the services which it renders under this Agreement which result from events beyond its control, including interruption of the business activities of the Consultant or other financial institutions due to acts of God, acts of governmental authority, acts of war, terrorism, civil insurrection, riots, labor difficulties, or any action or inaction of any carrier or utility, or mechanical or other malfunction. (f) Disciplinary Actions. The Consultant shall promptly give notice to City if the Consultant shall have been found to have violated any state or federal securities law or regulation in any final and unappealable judgment in any criminal action or civil suit in any state or federal court or in any disciplinary proceeding before the Securities and Exchange Commission (“SEC”) or any other agency or department of the United States, any registered securities exchange, FINRA, or any regulatory authority of any State based upon the performance of services as an investment advisor.
(g) Books. The Consultant shall maintain records of all transactions in the Managed Funds. The Consultant shall provide City with a monthly statement showing deposits, withdrawals, purchases and sales (or maturities) of investments, earnings received, and the value of assets held on the last business day of the month. The statement shall be in the format and manner that is mutually agreed upon by the Consultant and City.
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17 (h) Brochure and Brochure Supplement. The Consultant warrants that it has delivered to City prior to the execution of this Agreement the Consultant's current SEC Form ADV, Part 2A (brochure) and Part 2B (brochure supplement). City acknowledges receipt of such brochure and brochure supplement prior to the execution of this Agreement.
(i) Execution. Each party to this Agreement represents and warrants that the person or persons signing this Agreement on behalf of such party is authorized and empowered to sign and deliver this Agreement for such party.

IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attestation by its City Clerk under authority of Resolution No. 2023- __ , adopted by the Council of the City of Modesto on the __ day of __ , 2023, and PFM Asset Management, LLC has caused this agreement to be duly executed as of the Effective Date. #7..
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EXHIBIT “A”
Scope of Work:

Specific services, although not all-inclusive, to be performed are as follows:

1. Assume the management of a portion of the investment portfolio.

2. Indicate full understanding of Investment Policy by submitting a written acknowledgement annually.

3. Annually review the City’s investment policy and internal control procedures and make recommendations that are necessary.

4. Manage the City’s portfolio in a fiduciary capacity with discretionary authority.

5. Execute trades in accordance with the governing laws and City’s investment policy.

6. Provide assurance of portfolio compliance with applicable laws and the City’s Investment Policy.

7. Assist the City with maturity analysis.

8. Provide credit analysis of investment instruments in portfolio.

9. Provide monthly/quarterly/annual reporting. These reports will cover a range including but not limited to: local, national economy, the City’s portfolio holdings, performance objectives, and policy compliance.

10. Provide monthly and quarterly investment reports for the City’s entire portfolio detailing holdings, composition and sector analysis, return, weighted average maturity, duration, and daily transaction activity.

11. Attend selected monthly meetings with City staff, as well as the Council and Finance Committee meetings and City Council meetings as needed.

12. Evaluate market risk and develop strategies that minimize the impact on the portfolio.

13. Establish an appropriate performance benchmark.

14. Ensure portfolio structure matches City objectives.

15. Broker/Dealer management: keep a list of approved broker/dealers, collect and review annual financial report for dealers.

16. Investment Pool management: investigation of any pools, develop a questionnaire to monitor pools on an ongoing basis.

17. Firm shall not have custody or possession of the funds or securities that the City has placed under its management. City has retained a custodian or safekeeping agent to take and have possession of its invested assets.

18. Provide advice and feedback on various investment activities encountered by City staff #7..
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

October 24, 2023
Date: June 16, 2023
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: DeAnna Christensen, Director of Finance
Bill Sandhu, Public Works Director
SUBJECT: Purchase of Fleet Replacements
CONTACT: Dianne Love, Purchasing Manager, [email protected], 209-571-5164 DESCRIPTION:

Consider approving the Purchase for various Fleet Replacements for Fleet Vehicles which includes two (2) Caterpillar Model Rollers, one (1) Wheel Rubber Tire Compactor, and one (1) Off-Road Dump Truck in the amount not to exceed $780,433. (Funding Source: Fleet Replacement Fund and Solid Waste Grant)
STRATEGIC PLAN ELEMENT:

This item advances the City of Modesto 2020-2025 Strategic Plan Area: Governance and Service Delivery: “build community trust in City government through responsive, transparent and efficient service delivery”; Goal J: “build a high-performance organization”.

BACKGROUND:

Every year, City vehicles and equipment are individually evaluated based on their age, condition, mileage and maintenance costs. Following this process, a Fleet Replacement List is submitted to Council and is approved as part of a new fiscal year’s Fleet Replacement Budget.

Fleet Replacement:

IFB Vehicle
#
Description Dept. Year of
Vehicle
Meter Repair
Cost
50511 Hypac C530AH 9
Wheel Rubber Tire
Compactor
PW.Streets 2005 1,590 $17,249
50239 CAT CB434C 7 ton
Vibratory Roller
PW.Streets 2002 3,350 $43,850
2324-22
50638 CAT CB334E 4 ton
Vibratory Roller
PW.Streets 2005 1,179 $14,293
The compactor and rollers are utilized by the Public Works Streets Division to finish the slurry process to ensure the aggregate is embedded into slurry oil mix and the rollers are utilized for compacting dirt areas to be paved or rolling fresh pavement. #8..
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City Council, October 24, 2023
Purchase of Fleet Replacements

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IFB Vehicle
#
Description Dept. Year of
Vehicle
Hours Repair
Cost
2223-56 40840 On-Road Dump
Truck
PW.Solid Waste 2008 54,298 $162,903
This heavy-duty dump truck is utilized to support Public Works Solid Waste to move materials around the compost site including green waste, overs, and fresh compost required in the composting process.

DISCUSSION:

Invitation for Bid (IFB) 2324-22 – Two (2) Caterpillar Model Rollers and One (1) Wheel Rubber Tire Compactor
On July 6, 2021, the City Manager authorized the Purchasing Manager to solicit the procurement for two (2) Caterpillar Model Rollers, one (1) Wheel Rubber Tire Compactor. On January 31, 2019, Sourcewell issued Request for Proposals (RFP) #032119-CAT under Contract #032119-CAT for New & Used Construction & Paving Equipment, Parts & Services on the Sourcewell Procurement Portal and New York State Contract Reporter website, State Media Company, Public Purchase, and Utah Media Group. On March 22, 2019, proposals were conducted at the Sourcewell Procurement office in Staples, MN. Fifteen (15) proposals were received and based on the Sourcewell Proposal Review Committee and criteria outlined in the RFP, nine contracts were awarded for this commodity which includes the three (3) Caterpillar Model Rollers. Based on the responsive and responsible proposer offering the best overall quality, selection of equipment and price, City staff recommends to award to Caterpillar Inc. under the authorized dealer Holt to California, Stockton, CA, to purchase two (2) Caterpillar Model Rollers and one (1) Wheel Rubber Tire Compactor, for an amount not to exceed $377,637.

Sourcewell is a cooperative agreement to streamline the procurement process by developing RFBs or RFP’s for national competitive solicitations that meet or exceed local requirements.

The competitive process is continually refined to best meet agency needs and allows Sourcewell to offer exceptional products from nationally acclaimed vendors.

Modesto Municipal Code Section 8-3.203 generally requires all purchases that meet or exceed $50,000 for material, equipment, or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, in her discretion, determines that a process other than the formal bid procedure set for in Section 8-3.203 will result in a procurement for the City at the lowest possible cost commensurate with the desired quality.” In addition, MMC 8-3.202(h) encourages the Purchasing Manager to join with the State of California or other units of government in cooperative purchasing plans when the best cost savings interest of the City would be served.

By utilizing Sourcewell, the City is complying with the requirements defined under this code for these Fleet purchases.

City staff is recommending to apply a change order of up to 15% in case any market changes occur between the timeframe of when the order is placed with the vendor and when the production of the vehicle is completed. With current inflation and the volatile vehicle market, #8..
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City Council, October 24, 2023
Purchase of Fleet Replacements

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City staff will ensure any prices increases requested by the vendor align with the market change based on using the Commodities Research Unit indexes which focuses on indexes related to steel1.

Invitation for Bid (IFB) 2223-56 – One (1) Off-Road Dump Truck In early 2023, the Compost facility was in critical need of an Off-Road Dump truck to replace the existing On-Road Dump truck. This specialized type of truck provides additional capacity resulting in less cycles per day and is designed to be utilized in an off-road environment such as the Compost facility. In the interim period until a replacement was identified, the Fleet Division and Compost solicited with various rental companies to temporary rent this truck and Pape Machinery had the available unit to assist with the operational needs for Public Works Compost.

On August 24, 2023, the City Manager authorized the Purchasing Manager to solicit the procurement for the one (1) Off-Road Dump Truck replacement vehicle. With the monthly rentals being incurred with Pape Machinery at $17,093.38 per month, a rent to buy was offered to the City to apply the monthly rental cost for this equipment as a deduction of the purchase price less a 1% interest fee to purchase this truck. The Finance Purchasing Division solicited other quotes for a similar type of equipment brand new at full price and the price savings with purchasing the rental equipment would generate savings for the City of about 45%. The rental truck we have been utilizing for about 6 months is in excellent condition and is at a very competitive discount price for the City. The purchase price being proposed by Pape Machinery is $362,000 (not including taxes and fees) with a reduction in the amount of $42,916 which includes the reduction of the rental fees plus 1% interest for a total amount not to exceed $346,149. The comparable pricing with other vendors solicited ranged from $570,992 to $644,674 for a brand-new Off-Road Dump Truck. City staff recommends purchasing the one (1) Off-Road Dump Truck with Pape Machinery, French Camp, CA for a total amount not to exceed $346,149.

Modesto Municipal Code Section 8-3.203 generally requires all purchases that meet or exceed $50,000 for material, equipment, or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, in her discretion, determines that a process other than the formal bid procedure set for in Section 8-3.203 will result in a procurement for the City at the lowest possible cost commensurate with the desired quality.” By taking advantage of the option to rent to buy, the City is complying with the requirements defined under this code based on the significant discount savings gained compared to purchasing a new truck.

FISCAL IMPACT:

Sufficient funds for the two (2) Caterpillar Model Rollers and one (1) Wheel Rubber Tire Compactor are budgeted in Fiscal Year 23-24 in the Fleet Replacement Fund. For the Off-Road Dump Truck, the funding will for this replacement vehicle will be funded through a SB 1383 Local Assistance Grant in the amount of $160,000 and the remaining amount of $186,149 will be funded through the Fleet Replacement Fund.
1 https://www.crugroup.com/prices/steel/
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City Council, October 24, 2023
Purchase of Fleet Replacements

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Below is a summary of the Fleet Replacements:

IFB No. Type of Fleet
Original
Amount
Change
Order
Amount not
to Exceed
2324-22 Two (2) Caterpillar Model Rollers $ 290,573 $ 43,586 $ 334,159 2324-22 One (1) Wheel Rubber Tire Compactor $ 87,064 $ 13,061 $ 100,125 2223-56 One (1) Off-Road Dump Truck $ 346,149 $ - $ 346,149 Grand Total $ 723,786 $ 56,647 $ 780,433
COMMITTEE RECOMMENDATION:

This item was presented at the May 23, 2022 and December 14, 2022 Finance Committee to capture all City vehicle replacements through Fiscal Year (FY) 2022-23 which included the three two (2) Caterpillar Model Rollers and one (1) Wheel Rubber Tire Compactor. During the FY 2023-24 Finance Committee Budget Workshops the replacement of the one (1) Off-Road Dump Truck was captured as part of the replacements identified by the Public Works Fleet Division.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving the Competitive Bidding Process from Sourcewell to Caterpillar Inc. under the authorized dealer Holt to California, Stockton, CA, for the purchase of two (2) Caterpillar Model Rollers and one (1) Wheel Rubber Tire Compactor for an amount not to exceed $377,637; and authorizing the Purchasing Manager, or her designee, to issue the Purchase Order; and authorizing the Purchasing Manager or her designee to execute any Change Orders not to exceed 15% of the total purchase price.

Resolution approving the purchase of one (1) Off-Road Dump Truck with Pape Machinery, French Camp, CA for an amount not to exceed $346,149; and authorizing the Purchasing Manager, or her designee, to issue the Purchase Order.

Approved by:

DeAnna Christensen, Director of Finance
Joseph P. Lopez, City Manager
Attachments:

1. Resolution (2)

2. Quote – Holt of CA - Three (3) Caterpillar Motor Rollers and Cost Abstract

3. Quote – Pape Machinery – One (1) Off-Road Dump Truck #8..
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1 MODESTO CITY COUNCIL
RESOLUTION NO. 2023-XX

RESOLUTION APPROVING THE COMPETITIVE BIDDING PROCESS FROM SOURCEWELL TO CATERPILLAR INC. UNDER THE AUTHORIZED

DEALER HOLT TO CALIFORNIA, STOCKTON, CA, FOR THE PURCHASE OF TWO (2) CATERPILLAR MODEL ROLLERS AND ONE (1) WHEEL
RUBBER TIRE COMPACTOR FOR AN AMOUNT NOT TO EXCEED $377,637;

AND AUTHORIZING THE PURCHASING MANAGER, OR HER DESIGNEE, TO ISSUE THE PURCHASE ORDER; AND AUTHORIZING THE

PURCHASING MANAGER OR HER DESIGNEE TO EXECUTE ANY CHANGE ORDERS NOT TO EXCEED 15% OF THE TOTAL PURCHASE PRICE
WHEREAS, every year, City vehicles and equipment are individually evaluated based on their age, condition, mileage and maintenance costs); and WHEREAS, on July 6, 2021, the City Manager authorized the Purchasing Manager to solicit the procurement for two (2) Caterpillar Model Rollers and one (1) Wheel Rubber Tire Compactor; and
WHEREAS, on January 31, 2019, Sourcewell issued Request for Proposals (RFP) #032119-CAT under Contract #032119-CAT for New & Used Construction & Paving Equipment, Parts & Services on the Sourcewell Procurement Portal and New York State Contract Reporter website, State Media Company, Public Purchase, and Utah Media Group; and
WHEREAS, fifteen (15) proposals were received and based on the Sourcewell Proposal Review Committee and criteria outlined in the RFP, nine contracts were awarded for this commodity which includes the two (2) Caterpillar Model Rollers and one (1) Wheel Rubber Tire Compactor; and
WHEREAS, the use of Sourcewell contracts are cooperative agreements to streamline the procurement process by developing IFBs or RFP’s for national competitive solicitations that meet or exceed local requirements; and #8..
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2 WHEREAS, Modesto Municipal Code Section 8-3.203 generally requires all purchases that meet or exceed $50,000 for material, equipment or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, in her discretion, determines that a process other than the formal bid procedure set for in Section 8-3.203 will result in a procurement for the City at the lowest possible cost commensurate with the desired quality”; and WHEREAS, MMC 8-3.202(h) encourages the Purchasing Manager to join with the State of California or other units of government in cooperative purchasing plans when the best cost savings interest of the City would be served.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the competitive bidding process from Sourcewell to Caterpillar Inc. under the authorized dealer Holt to California, Stockton, CA, for the purchase of two (2) Caterpillar Model Rollers and one (1) Wheel Rubber Tire Compactor for an amount not to exceed $377,637.

BE IT FURTHER RESOLVED, that the Purchasing Manager, or her designee, is hereby authorized to issue the Purchase Order.

BE IT FURTHER RESOLVED, that the Purchasing Manager, or her designee, is hereby authorized to execute any change orders not to exceed 15% of the total purchase price.
#8..
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3 The foregoing resolution was introduced in a regular meeting of the Council of the City of Modesto held on the 24th day of October 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, CMC, City Clerk
(SEAL)
APPROVED AS TO FORM:

BY: _______________________________________
JOSE M. SANCHEZ, City Attorney
#8..
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1 MODESTO CITY COUNCIL
RESOLUTION NO. 2023-XX
RESOLUTION APPROVING THE PURCHASE OF ONE (1) OFF-ROAD DUMP

TRUCK WITH PAPE MACHINERY, FRENCH CAMP, CA FOR AN AMOUNT NOT TO EXCEED $346,149; AND AUTHORIZING THE PURCHASING

MANAGER, OR HER DESIGNEE, TO ISSUE THE PURCHASE ORDER
WHEREAS, every year, City vehicles and equipment are individually evaluated based on their age, condition, mileage and maintenance costs); and WHEREAS, on August 24, 2023, the City Manager authorized the Purchasing Manager to solicit the procurement for the one (1) Off-Road Dump Truck replacement vehicle; and
WHEREAS, with the monthly rentals being incurred with Pape Machinery at $17,093.38 per month, a rent to buy was offered to the City to apply the monthly rental cost for this equipment as a deduction of the purchase price less a 1% interest fee to purchase this truck; and
WHEREAS, the Finance Purchasing Division solicited other quotes for a similar type of equipment brand new at full price and the price savings with purchasing the rental equipment would generate savings for the City of about 45%; and WHEREAS, the purchase price being proposed by Pape Machinery is $362,000 (not including taxes and fees) with a reduction in the amount of $42,916 which includes the reduction of the rental fees plus 1% interest for a total amount not to exceed $346,149 and the comparable pricing with other vendors solicited ranged from $570,992 to $644,674 for a brand new Off-Road Dump Truck; and
WHEREAS, Modesto Municipal Code Section 8-3.203 generally requires all purchases that meet or exceed $50,000 for material, equipment or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC #8..
- 338 -
2 8-3.204(d) “Where the Purchasing Manager, in her discretion, determines that a process other than the formal bid procedure set for in Section 8-3.203 will result in a procurement for the City at the lowest possible cost commensurate with the desired quality”; and WHEREAS, by taking advantage of the option to rent to buy, the City is complying with the requirements defined under this code based on the significant discount savings gained compared to purchasing a new truck.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the purchase of one (1) Off-Road Dump Truck with Pape Machinery, French Camp, CA for an amount not to exceed $346,149.

BE IT FURTHER RESOLVED, that the Purchasing Manager, or her designee, is hereby authorized to issue the Purchase Order.
#8..
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3 The foregoing resolution was introduced in a regular meeting of the Council of the City of Modesto held on the 24th day of October 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, CMC, City Clerk
(SEAL)
APPROVED AS TO FORM:

BY: _______________________________________
JOSE M. SANCHEZ, City Attorney
#8..
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Quote 145833-01

Page 1 of 2 ends

Aug 21, 2023

CITY OF MODESTO ATTN ACCOUNTS PAYABLE
Account # 001125

ATTN ACCOUNTS PAYABLE
PO BOX 642
MODESTO, California 95353
Attention: DAVID BARR
SOURCEWELL #032119-CAT
New Caterpillar Model: CB4.0 Paving and Compaction with all standard equipment in addition to the additional specifications listed below:

STOCK NUMBER: R61758 SERIAL NUMBER: 064900426 YEAR: 2023 SMU: 1

ADDITIONAL SPECIFICATIONS
Reference # Description of Material and Equipment Reference # Description of Material and Equipment 562-0800 CB4.0 03A UTILITY COMPACTOR 574-6030 INSTRUCTIONS, ANSI 364-2279 SUPPORT, SLIDING FOR SEAT 574-6039 OIL, HYD, STANDARD 367-6593 PUMP, PROPEL, STANDARD 576-8241 ROPS, FOLDABLE, CANOPY 453-9461 TRAVEL CONTROL, CUP HOLDER 602-4197 PRODUCT LINK, CELLULAR PL243 457-9154 MATS, COCOA 611-1364 ENGINE, CAT C1.7T
562-0808 CONTROL, TRACTION 614-3613 MIRROR, REAR VIEW
562-0851 DRUM SCRAPER, FOLDING 542-6995 SEAT BELT, 3''
565-3708 SWITCH, BATTERY DISCONNECT 421-8926 SERIALIZED TECHNICAL MEDIA KIT 568-5154 LIGHTS, WORKING, LED 0P-9002 LANE 2 ORDER
569-8105 PLUG (NO GUARDS, BUMPER) 0G-0044 ROLL ON-ROLL OFF 572-3342 BALLAST, 440 LBS ENGINE S/N: J3C02624
573-5962 SEAT, WITH SAFETY SWITCH

WARRANTY INFORMATION
Standard Warranty: 12 months / unlimited hours
Extended Warranty: CB4.0-36 MO/3000 HR POWERTRAIN + HYDRAULICS + TECH CSA Dry Parts Kit - 24 MO/1000 HR, Dry Parts Kit - 24 MO/1000 HR LIST PRICE $97,156.00
SOURCEWEL DISCOUNT -19% -$18,459.64
BALANCE $78,696.36
WARRANTY $2,658.83
PREP AND LABOR $1,880.00
HOLT OF CALIF DISCOUNT -$3,269.16
BALANCE $79,966.03
SALES TAX (8.875%) $7,096.99
AFTER TAX BALANCE $87,063.02
F.O.B/TERMS: EMD - STOCKTON
#8..
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Quote 145833-01

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STANDARD EQUIPMENT
POWERTRAIN -CAT C1.7T diesel engine --Turbocharged, EPA tier 4 final and EU -stage V certified engine with DOC/DPF -aftertreatment --Gross power per ISO 14396 36kW (48.3 -hp) @2800 RPM --Liquid cooled, direct injection -Aftercooler, air to air (ATAAC) -Fuel filter/water separator/manual -priming pump -Dual element air cleaner with dust - ELECTRICAL -Isolated and cooled battery compartment -
OPERATOR ENVIRONMENT --Fuel level gauge --Hour meter --Engine coolant temperature gauge - ELECTRICAL -Backup alarm and forward facing warning -horn -Product Link ready -Beacon ready -Diagnostic connector -CAT ET Compatible -Labeled and sealed electrical connectors -LED work lights (2 front, 2 rear) OPERATOR ENVIRONMENT -Gauge Cluster: --Water level gauge POWERTRAIN -ejection -3 Engine speeds - idle, med, high -Engine belt guard -Programable auto Idle Shutdown -Aluminum bar plate cooling system -Hydrostatic transmission -Auto warmup cycle -Hydraulic on demand cooling fan -Service and parking brakes - spring -applied hydraulically released
ELECTRICAL -Engine start switch with auto preheat -12-volt starting and charging system -85 ampere alternator -Maintenance free battery, 750 CCA
OPERATOR ENVIRONMENT --Faults -Sealed storage compartment -Isolated operator platform -Vibration reducing, diesel resistant -Simple rocker switches -Emergency stop switch -Operator warning system indicators: --Water in fuel indicator --Parking brake engaged --Operator out of seat --Hydraulic oil temperature high --Hydraulic oil restriction --Engine oil low pressure --Electrical system voltage low --Low fuel --Engine preheat --Engine emission system --High/low vibe frequency --Beacon status -Lockable, vandalism guard for -instrument panel -Travel control, single lever -High Vis Orange retractable seatbelt, -76mm (3'') -2 platform handrails/single guardrail -Steering wheel spinner -12-volt power point -ROPS -rubber floormat - OTHER STANDARD EQUIPMENT -Articulated frame with safety lock -3 point hitch -4 transport tie-down and 4 lift points -81L (21 gal) fuel tank capacity -300L (79 gal) water tank capacity -6 quick connect hydraulic pressure test -ports + 1 SOS port -Caterpillar o-ring face-seals couplings -Offset hitch with 50 mm (2'') of -manual adjustment -Ecology drains: --Hydraulic Tank --Radiator --Engine Oil DRUMS -Two smooth drums: 1300 mm (51'') -wide x 800 mm (31.5'') diameter -Single amplitude with dual frequency -vibratory system -Automatic vibration control to prevent -vibration in neutral -Selection of front drum or both drum -vibration -Pressurized drum watering system with -selectable continuous or intermittent -flow -4 nozzle spray bars -Triple spray system filtration - FLUIDS -Premixed 50% concentration of extended -life coolant with freeze protection -to -37C (-35F) - OTHER STANDARD EQUIPMENT -Lockable engine enclosure with safety -hold open batch -Lockable external fuel fill -Sealed for life hitch bearings -Sight gauges: --Hydraulic tank level --Engine coolant -Lockable hydraulic tank cap This quote is good for (30) days. Any machine quoted outside of HOLT of CALIFORNIA's inventory is subject to revision All quotes are subject to credit approval and prior sale. Any quoted interest rates are subject to change without notice. Quote is void unless machine is delivered, and remains, within HOLT of CALIFORNIA's Dealership territory for two years or unless the machine has at least 1000 hours if delivered outside of Holt's territory.

THE ADDITIONAL TERMS AND CONDITIONS ON THE REVERSE SIDE ARE PART OF AND INCORPRORATED IN THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSIDERED ENFORCEABLE UNTIL ACCEPTED BY HOLT AND EXECUTED BY ITS OFFICE. ANY INDIVIDUAL SIGNING THIS AGREEMENT REPRESENTS AND WARRANTES THAT HE/SHE IS AT LEAST 18 YEARS OLD AND HAS THE AUTHORITY TO BIND CUSTOMER TO THE TERMS OF THE AGREEMENT.

Accepted by DS_CustPrintName Date, ds-dt1
__________________________________ ___________________
(Please Print)
Signature CustomerSign
__________________________________________________

Sincerely,
David Espindula
Territory Manager
Holt of California
[email protected]
Cell: (209) 321-8365
#8..
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Quote 145864-02

Page 1 of 2 ends

Aug 21, 2023

CITY OF MODESTO ATTN ACCOUNTS PAYABLE
Account # 001125

ATTN ACCOUNTS PAYABLE
PO BOX 642
MODESTO, California 95353
Attention: DAVID BARR
SOURCEWELL #032119
New Caterpillar Model: CB7 Paving and Compaction with all standard equipment in addition to the additional specifications listed below:

STOCK NUMBER: M23179 SERIAL NUMBER: 0M5R00288 YEAR: 2022 SMU: 2

ADDITIONAL SPECIFICATIONS
Reference # Description of Material and Equipment Reference # Description of Material and Equipment 541-9919 CB7 02A VIBRATORY COMPACTOR 561-2140 STEERING WHEEL, STD 550-7871 ENGINE, CAT C3.6 556-4371 SEAT, STANDARD VINYL 541-9992 BELT, ENG 593-9841 SEAT BELT, 3''
556-3447 HITCH, STANDARD 581-6845 STEPS, REFILL ASSIST, FRONT 556-4403 DUAL SYSTEM, 2A/2F 585-8769 PRODUCT LINK, CELLULAR PLE743 546-4792 HYDRAULICS, SOLID DRUM, STD 570-4247 BUMPER COVER, STD 583-4156 LIGHTS, WORKING W/SIGNALS 556-7020 OIL, HYD, STANDARD 556-6100 LIGHTS, LED, PREMIUM 556-3657 INSTRUCTIONS, ANSI 556-4308 PLATFORM, ROPS/FOPS 577-1902 MATS, COCOA
583-4760 ROTATION, HALF 0P-9003 LANE 3 ORDER
560-1623 SWITCH, STD IGNITION ENGINE S/N: J3641712
586-7552 CONTROL, STANDARD

WARRANTY INFORMATION
Standard Warranty: 12 months / unlimited hours
Extended Warranty: CB7-36 MO/2500 HR POWERTRAIN + HYDRAULICS + TECH CSA Dry Parts Kit - 24 MO/1000 HR
LIST PRICE $164,745.00
SOURCEWEL DISCOUNT -19% -$29,810.05
BALANCE $127,084.95
WARRANTY $4,141.18
PREP AND LABOR $3,380.07
HOLT OF CALIF DISCOUNT -$3,837.177
BALANCE $137,127.53
SALES TAX (8.875%) $12,170.07
AFTER TAX BALANCE $149,297.60
F.O.B/TERMS: EMD - STOCKTON
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STANDARD EQUIPMENT
POWERTRAIN -Cat C3.4 ACERT Engine -(101 HP / 75 kW, four-cylinder turbo- -charged) -Cyclonic air cleaner -Water separator -Ultra clean fuel filter with intregrated -electric prime fuel pump -ECO mode throttle system -Dual braking systems (service & parking) -Two-speed hydrostatic transmission
ELECTRICAL -12-volt electric starting -120 ampere alternator -Maintenance free battery - 1000 CCA -Halogen working lights - bumper mounted -(2 front-facing and 2 rear-facing) -Backup alarm and forward warning horn -Cat engine and vehicle ECM's - ET -compatible -Product link ready -
OPERATOR ENVIRONMENT -Isolated ROPS/FOPS structure -Platform handrails / guardrails -Four heavy-duty isolation mounts -Power steering -Adjustable, suspension, vinyl seat -50 mm (2'') wide retractable seat belt -Adjustable, tilt-steering column/ -instrument panel -Indicator light package with audible -warning alarm for: --hydraulic oil pressure --hydraulic oil temperature --engine oil pressure --engine coolant temperature --glow plugs --service fault indicator -Fuel level gauge -Water level gauge -Service hour meter -Lockable, vandalism guard for instrument -panel -Sliding, rotating seat -Automatic speed control -Auto-vibe with adjustable on/off control -Vibe tachometer -Speedometer
DRUMS -Smooth drum -1500 mm (59'') wide x 1100 mm (43'') -diameter -Two amplitudes with two vibe frequencies -Front and rear self adjusting scraper -blades -Pod-style eccentric weight housing - FLUIDS -Premixed 50% concentration of extended -life coolant with freeze protection -to -37C (-35F) - OTHER STANDARD EQUIPMENT -Locking engine enclosure -Sealed for life hitch bearings -Sight gauges: --hydraulic tank level --air restriction indicator -Cap lock for hydraulic tank -Articulated frame with safety lock -Transport tie-down and lift points -208 L (55 gal) fuel tank capacity -745 L (197 gal) water tank capacity -Quick connect hydraulic pressure test -ports -SOS ports: --engine oil This quote is good for (30) days. Any machine quoted outside of HOLT of CALIFORNIA's inventory is subject to revision All quotes are subject to credit approval and prior sale. Any quoted interest rates are subject to change without notice. Quote is void unless machine is delivered, and remains, within HOLT of CALIFORNIA's Dealership territory for two years or unless the machine has at least 1000 hours if delivered outside of Holt's territory.

Accepted by DS_CustPrintName Date, ds-dt1
__________________________________ ___________________
(Please Print)
Signature CustomerSign
__________________________________________________

Sincerely,
David Espindula
Territory Manager
Holt of California
[email protected]
Cell: (209) 321-8365
#8..
- 344 -
Quote 145866-02

Page 1 of 2 ends

Mar 02, 2023

CITY OF MODESTO ATTN ACCOUNTS PAYABLE
Account # 001125

ATTN ACCOUNTS PAYABLE
PO BOX 642
MODESTO, California 95353
Attention: DAVID BARR
SOURCEWELL #032119-CAT
New Caterpillar Model: CW16 Paving and Compaction with all standard equipment in addition to the additional specifications listed below:

STOCK NUMBER: M23360 SERIAL NUMBER: 0TL500725 YEAR: 2022 SMU: 1

ADDITIONAL SPECIFICATIONS
Reference # Description of Material and Equipment Reference # Description of Material and Equipment 445-5857 CW16 PNEUMATIC COMPACTOR 450-6048 SPARE TIRE, 14PLY BIAS, REAR 450-5016 ENGINE, TIER 4F, STAGE 4 451-0122 THERMAL TIRE APRON, 9 WHEEL 494-9335 BASE, OPERATOR STATION 448-1921 ROPS
499-1662 SEAT, STD VINYL, BSC 495-4363 MIRRORS, EXTERNAL 477-9990 LANGUAGES, OPTION 1 445-6000 LIGHTS, HALOGEN
454-5454 PRODUCT LINK, CELLULAR PL641 354-8706 YEAR OF MANUFACTURE PLATE 450-0334 INSTALLATION, PRODUCT LINK 276-6019 BELT, SEAT, 3'' SUSPENSION 445-5845 TIRES, 9, 14PLY BIAS 0P-9002 LANE 2 ORDER
445-5838 OIL, HYD, FACTORY FILLED ENGINE S/N: CN509484
449-7668 INSTRUCTIONS, NORTH AMERICAN 450-8176 TIRES, 11, 14PLY BIAS 446-5567 BALLAST, 9.3 TONS 515-7952 THERMAL TIRE APRON, 11 WHEEL 450-8037 SPARE TIRE, 14PLY BIAS, FRONT 516-0266 FENDER, REAR, 11 WHEEL

WARRANTY INFORMATION
Standard Warranty: 12 months / unlimited hours
Extended Warranty: CW16-36 MO/3000 HR POWERTRAIN + HYDRAULICS + TECH CSA Dry Parts Kit - 24 MO/1000 HR
LIST PRICE $157,597.00
SOURCEWEL DISCOUNT -19% -$29,943.43
BALANCE $127,653.57
WARRANTY $2,207.06
PREP AND LABOR $2,791.96
HOLT OF CALIF DISCOUNT -$2,892.97
BALANCE $129,759.63
SALES TAX (8.875%) $11,516.17
AFTER TAX BALANCE $141,275.80
F.O.B/TERMS: EMD - STOCKTON
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Quote 145866-02

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Modesto City CouncilOctober 24, 2023

Modesto City Council
October 24, 2023