Agenda packet — Economic Development Committee, February 5, 2024

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www.modestogov.com
AGENDA
City of Modesto

ECONOMIC DEVELOPMENT COMMITTEE

COUNCIL WORKSHOP
2001-40 Del Puerto Room.

Tenth Street Place, 1010 10th Street
Modesto, California
Monday, February 05, 2024 at 4:00 PM
Roll Call: Chris Ricci, Chair
Eric Alvarez, Vice-Chair
Sue Zwahlen, Member
Alternates: Nick Bavaro, Rosa Escutia-Braaton, Jeremiah Williams, David Wright Council has not delegated directive or final approval authority to the Committees.

Committee actions are recommendations to the full City Council, not final decisions on an issue. * Public Comment will only be in-person. Members of the public who wish to address the Committee, by providing public comment, during the meeting must do so in-person in the 2001-40 Del Puerto Room. 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 Committee Member 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 Committee 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.
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"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.

THE MEETING CAN BE VIEWED BY ZOOM VIDEO

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Joining the Committee meeting via Telephone
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PUBLIC COMMENTS IN PERSON
Three-minute time limit per speaker.

Only interested persons in the audience may present these matters.

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

SUBMITTING COMMENTS BY E-MAIL
Written comments may be submitted via email to: [email protected] (include Agenda Item Number in the subject line). All comments will be shared with the Committee - 2 -
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Members 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 www.modestogov.com/councilmeetings In accordance with the requirements of Title II of the Americans with Disabilities Act (“ADA”) of 1990, the Fair Employment & Housing Act (“FEHA”), the Rehabilitation Act of 1973 (as amended), Government Code section 11135 and other applicable codes, the City of Modesto (“City”) will not discriminate against individuals on the basis of disability in the City’s services, programs, or activities. For more information, please visit the City of Modesto website at https://www.modestogov.com/865/Americans-with-Disabilities-Act-ADA In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk (209) 577-5396. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting
Any and all of the following agenda items are subject to action by the Modesto City Council.

CONSENT ITEMS – ROLL CALL VOTE REQUIRED:

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

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

Consent

1. Consider a Restated Memorandum of Agreement for the Preliminary Engineering including Final Design Phase of the 7th Street Bridge Project with Stanislaus County and forwarding to Council for approval. (Funding Source: Streets Capital Facility Fees and Water Fund)
 Motion recommending a Restated Memorandum of Agreement for the Preliminary Engineering including Final Design Phase of the 7th Street Bridge Project with Stanislaus County and forwarding to Council for approval. - 3 -
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ENGINEERING SERVICES; Toby Wells, 209-571-5542, [email protected] Consent

2. Consider an Agreement for Recycled Water Quality Studies with Larry Walker Associates, Davis, CA, for a total amount not to exceed $819,330, and forwarding to Council for approval. (Funding Source: Sewer Operations Funds)  Motion recommending an Agreement for Recycled Water Quality Studies with Larry Walker Associates, Davis, CA, in the amount of $744,845, plus $74,845 in additional services, if needed, for a total amount not to exceed $819,330, and forwarding to Council for approval.
 Motion recommending the increase of Non-Capital Project Number 101473 for Far-field Dilution and CEC studies by $119,330, from $700,000, for a revised total amount not to exceed $819,330, and forwarding to Council for approval.

UTILITIES; Jeff Daniels, 209-577-6255, [email protected] Consent

3. Consider the First Amendment to the Pump Station Rejuvenation Services to Don Pedro Pump, Hughson, CA, to a revised total amount of $3,598,700 over five years and forwarding to Council for approval. (Funding Source: Storm Drainage Fund, Sewer Operations Fund and Water Fund)
 Motion recommending the First Amendment increasing the Agreement amount with Don Pedro Pump, Hughson, CA for pump station rejuvenation services by $1,624,350 from $1,974,350 to a new total amount of $3,598,700 over the term of the Agreement; and forwarding to Council for approval.

UTILITIES; Jeremy Parnell, 209-342-4599, [email protected]

UNFINISHED BUSINESS

4. Consider the Department of Transportation (CalTrans) Clean California Local Grant Program Cycle 2 Grant in the amount of $3,129,000 for the Downtown Revitalization Project and forwarding to Council for approval. (Funding Source: Clean California Local Grant Program)
 Motion recommending acceptance of the Department of Transportation (CalTrans) Clean California Local Grant Program Cycle 2 Grant in the amount of $3,129,000 for the Downtown Revitalization Project, amending the Fiscal Year 2023-2024 Multi-Year Operating Budget, and forwarding to Council for approval.

CED; Cue Tan, 209-571-5540, [email protected]

NEW BUSINESS

5. Consider an Agreement with CBRE, Sacramento, CA, Kosmont Real Estate Services dba Kosmont Realty, Manhattan Beach, CA, and PMZ, Modesto, CA, for Real Estate Brokerage Services to Evaluate the Use, Marketability, Valuation, Marketing, Sale of - 4 -
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Designated Surplus Real Property, and/or the Acquisition and Purchase of New Properties for a total amount not to exceed $900,000 over three years and forwarding to Council for approval. (Funding Source: Various Funds)
 Motion recommending the Award of Proposals and Agreements for Real Estate Brokerage Services to CBRE, Sacramento, CA, Kosmont Real Estate Services dba Kosmont Realty, Manhattan Beach, CA, and PMZ, Modesto, CA, for a one-year Agreement with two one-year extension options for a combined estimated annual amount of $300,000 and a total combined amount not to exceed $900,000 over three years and forwarding for Council approval.

CITY MANAGER; Forrest Ebbs, 209-577-9149, [email protected]

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

COMMITTEE AGENDA REPORT
DATE OF MEETING:

February 5, 2024
Date: January 17, 2024
TO: Economic Development Committee
Chris Ricci, Chair
Eric Alvarez, Vice-Chair
Sue Zwahlen, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Toby Wells, Director of Engineering Services / City Engineer SUBJECT: Amended and Restated Memorandum of Agreement with Stanislaus County for the Design of the 7th Street Bridge Replacement Project CONTACT: Toby Wells, Director of Engineering Services / City Engineer [email protected], 209-571-5542
DESCRIPTION:

Consider a Restated Memorandum of Agreement for the Preliminary Engineering including Final Design Phase of the 7th Street Bridge Project with Stanislaus County and forwarding to Council for approval. (Funding Source: Streets Capital Facility Fees and Water Fund) STRATEGIC PLAN ELEMENT:

The recommended action is consistent with the City Council’s 2020-2025 Strategic Plan, Goal D Ensure Safe, Efficient, and Reliable Infrastructure.

BACKGROUND:

The Stanislaus County Department of Public Works (County), in cooperation with the City of Modesto (City), the California Department of Transportation (Caltrans), and the Federal Highway Administration (FHWA) have undertaken a project to replace the historic 7th Street Bridge over the Tuolumne River. The bridge replacement project will correct structural and hydraulic deficiencies, increase the capacity of the 7th Street corridor, and improve safety for vehicles, bicycles, and pedestrians.

The historic 7th Street Bridge over the Tuolumne River was built in 1916 by Stanislaus County and consists of a series of “canticrete” type trusses supported on reinforced concrete piers and abutments all founded on concrete or timber piling. The entire bridge span is approximately 1,170 feet in length and the Average Daily Traffic (ADT) volume is approximately 15,700 vehicles per day.
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Amended and Restated Memorandum of Agreement with Stanislaus County for the Design of the 7th Street Bridge Replacement Project

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The bridge is the lowest rated bridge within the eight counties in Caltrans District 10 and has a Sufficiency Rating of 2, on a scale of 1 to 100. Although the bridge is currently considered structurally sound, there is significant spalling, advanced signs of alkali silica reaction, exposed and deteriorating steel reinforcing and considerable deflection at the cantilevered sections. The bridge is listed as Structurally Deficient and has been weight restricted to four tons gross load since 1979 and restricted from legal truck load weights since 1937.

The Project is partially funded with Federal Highway Bridge Program (HBP) funds and will include replacement of the existing bridge, safety improvements for motorists, pedestrians, and bicyclists, curb ramps, raised center median/refuge, street lighting, and incidental roadway resurfacing. The Project will also include modifications at the intersections of 7th and B Streets at Tuolumne Boulevard and Crows Landing Road at 7th Street.

A Memorandum of Agreement (MOA) for Preliminary Engineering was approved by the City Council on April 5, 2011, by Resolution No. 2011-113, and by the County on March 15, 2011, by Resolution 2011-167. An Amended and Restated MOA to add Final Design was approved by the City Council on May 7, 2019, by Resolution No. 2019-206, and by the County on May 21, 2019, by Resolution No. 2019-305. That latest Amended and Restated MOA was approved by the City Council on August 23, 2022, by Resolution No. 2022-35, and by the County on July 12, 2022, by Resolution No. 2022-0386.

The MOA split the local match portion of the Project (11.47%) equally between the County and the City. At the time of the May 2019 MOA, the actual design cost was not finalized, and the MOA was based on an estimate. Since the 2022 MOA, some costs which are subject to the MOA have been updated and therefore an amendment to the MOA is required. The changes are presented in Attachment A to the MOA.

DISCUSSION:

The purpose of this request is to update the funding support for Final Design activities necessary to complete the construction Plans, Specifications, and Estimates (PS&E) so that project can proceed to bid and construction.

Attachment A shows accounting for design-related costs, the local participating cost requirement match, and the split apportionments associated to each agency. These costs also include a 15% estimate for agency supporting costs that include employee time and materials.

The result of the amended MOA is the City will provide an additional $161,732 towards the total project funding. This represents the City’s revised share of the effort necessary to complete the Final Design for the Project. This MOA request also includes funding support for a waterline design requested by the City Utilities Department to be included within the bridge structure. The amount to provide the necessary design for the City’s waterline is estimated at $111,931. All other estimated design costs of this request are intended to be shared equally between the City and County. Staff recommends approving the amended MOA to provide an additional $161,732 towards the total City project funding of $865,510.

The Project’s total design cost is now estimated at $10.7M. City/County matching share is approximately $1.6M of the $10.7M costs with HBP reimbursing approximately $9.1M or of participating cost. The differing City/County supporting costs are attributed to separate activities #1..
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Amended and Restated Memorandum of Agreement with Stanislaus County for the Design of the 7th Street Bridge Replacement Project

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specifically associated with City/County work.

FISCAL IMPACT:

The MOA on August 23, 2022, authorized the City’s share in an amount up to $703,778. This amendment will increase the City’s share by $161,732 for a total amount of $865,510. A portion of the funding in the amount of $111,931 will come from the City’s Water Funds and the remaining $753,579 will come from the Streets Capital Facility Fee (CFF) fund.

There is sufficient funding in both projects, 100586 (Bridge) and 100933 (Water Main) to accommodate the proposed amendment. An additional MOA will be necessary to fund the construction of the bridge replacement project that will be entered into prior construction.

CEQA/NEPA REQUIREMENTS:

An Environmental Assessment (EA) and Section 4(f) Evaluation with Finding of No Significant Impact (FONSI) was approved by Caltrans in August 2019, in compliance with the requirements of the National Environmental Policy Act (NEPA). An Environmental Impact Report (EIR) was certified by the County in May 2017, and approved by Caltrans in August of 2019, in compliance with the California Environmental Quality Act (CEQA).

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending a Restated Memorandum of Agreement for the Preliminary Engineering including Final Design Phase of the 7th Street Bridge Project with Stanislaus County and forwarding to Council for approval.

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

1. Draft Amended and Restated Memorandum of Agreement 2024

2. Attachment A – Cost Share Schedule

3. Amended and Restated Memorandum of Agreement – August 2022

4. Amended and Restated Memorandum of Agreement – May 2019

5. Original Memorandum of Agreement – April 2011
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AMENDED AND RESTATED MEMORANDUM OF AGREEMENT
For the Preliminary Engineering including
Final Design Phase of the 7TH Street Bridge Project
This Memorandum of Agreement (the “MOA”) is made and entered into by and between the County of Stanislaus (the “County”) and the City of Modesto (the “City”) on ____________________, 2024.

INTRODUCTION
A. The purpose of this MOA is to facilitate cooperation between the City and the County for the construction of a project to rehabilitate or replace the 7th Street Bridge over the Tuolumne River (the “Project”), which Project area is partially located within the City limits and within the unincorporated area of the County; and
B. The Seventh Street Bridge is the lowest rated bridge within the 8 counties in District 10 of Caltrans. This bridge has a Sufficiency Rating of 2 on a scale from 1 to 100, with 100 being the best. Although the bridge is considered structurally sound for now, it is showing its age, as there is significant spalling, advanced signs of alkali silica reaction, exposed and deteriorating steel reinforcing and considerable deflection at the cantilevered sections. This bridge has been weight restricted to 4 tons gross load since 1979. The original order weight restricting this bridge was signed by the State Department of Public Works in 1937. The bridge has been weight restricted from legal loads for 85 of the 106 years that the bridge has been in existence. The bridge is listed as Structurally Deficient; and C. The current 7th Street Bridge requires reconstruction or replacement to meet standards for seismic events and, when completed, the project will provide an equal benefit to both the City and the County; and
D. The Project will be constructed using State of California and/or Federal funds, which will be obtained, collected and administered by the County, and local match funds; and
E. Due to the engineering significance and age of the 7th Street Bridge, this structure has been identified as a historical landmark. Because of this historical landmark status, the City and County acknowledge the Project will take several years to complete; and therefore, a separate MOA will be entered into by the City and County for each phase of the project. The three project phases consist of:

Preliminary Engineering including Final Design Phase, Right of Way Acquisition and Utility Relocation Phase, and Construction Phase.

NOW, THEREFORE, it is agreed as follows:
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SECTION 1. OBLIGATIONS OF THE COUNTY

1.1 Project Planning. The County shall perform, or under its direction perform, all aspects of Project planning, engineering design, and environmental process, including the preparation of right-of-way plans, maps, documentation, preliminary and final project design, environmental analysis reports, and plans and specifications.

1.2 Project Costs. Unless otherwise specified in this MOA, the Local Match Project costs shall be shared equally (fifty percent (50%) City and fifty percent (50%) County) for all direct and indirect costs of Project planning throughout the Preliminary Engineering including Final Design Phase.

The City and County’s respective 50% share of the Local Match is hereinafter referred to as “Local Match Cost Share.”

1.3 Project Accountability. The County shall be strictly accountable for all State and/or Federal funds used to pay for the Project. Pursuant to Government Code section 6512, any surplus money on hand after completion of the Project shall be returned in proportion to the contributions made by the City and the County.

1.4 Lead Agency. The County shall be the “Lead Agency,” as defined and used in sections 15050 and 15367 of title 14 of the California Code of Regulations, for purposes of compliance with the California Environmental Quality Act (Pub. Res. Code., §21000 et sec.).

1.5 The County shall act in its capacity as the fiscal agent for the Project and perform or secure performance of all work necessary for the advance administration, planning, development, engineering, environmental analyses, for the Project including, but not limited to, survey, preparation of the plans and specifications.

1.6 The County will apply for funding commitments for the Project from State and/or Federal funds, including the Federal HBP to reimburse up to the maximum limits for the participating costs of the Project, as specified herein in Exhibit A, and the remaining balance of the Project’s actual costs not covered or reimbursed by any state and/or federal funds, including Federal HBP funds, is referred to as “Local Match”.

1.7 The County shall timely pay all costs for the Project, and shall timely process Project payment requests to obtain Federal HBP reimbursement.

1.8 The cost of any work referred to herein in this MOA shall include all direct and indirect costs (functional and administrative overhead assessment) attributable to the Project, applied in accordance with County standard accounting procedures.

1.9 The County shall make available to the City all documents showing all cost incurred by County pertaining to the Project.
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SECTION 2. OBLIGATIONS OF THE CITY

2.1 Project Engineering Plans and Project Specifications. The City shall be entitled to review and comment upon any and all designs, engineering plans, and specifications and the County shall incorporate all reasonable requests to modify such plans, specifications and designs for portions of the Project lying within the City limits.

2.2 PROJECT FINANCING.

2.2.1 The City shall invoice the County for all expenses incurred to cooperate and facilitate in the Project development, and associated expenses as described herein.

2.2.2 The City shall submit all invoices and supporting documentation to the County on or before 5:00pm on the tenth (10th) calendar day of the month following the date in which the City requests reimbursement payments.

2.2.3 The City shall fully cooperate with the County in providing all requested information or data necessary to apply for funding commitments for the Project from the Federal HBP to reimburse up to the maximum limits for the participating costs of the Project.

2.3 OTHER CITY OF MODESTO COVENANTS.

2.3.1 The City shall designate a project manager through whom all communications between the parties to this Agreement shall be channeled.

SECTION 3. IT IS MUTUALLY AGREED AS FOLLOWS:

3.1 Preliminary Engineering Cost. The Preliminary Engineering cost is estimated to be $3,200,000. The contract cost was determined through the Caltrans Consultant Selection Process utilizing a two-step RFQ/RFP.

3.2 Updated Preliminary Engineering Cost. Subsequent to the Amended and Restated MOA dated May 21st, 2019 the final Preliminary Engineering cost was $3,580,000, an increase of $380,000.

3.3 Final Design Cost. The Final Design is estimated to cost $2,807,152. The contract cost was determined through the Caltrans Consultant Selection Process utilizing a two-step RFQ/RFP.

3.4 Updated Final Design Cost. Subsequent to the Amended and Restated MOA dated May 21st, 2019 a Final Design cost of $4,185,971, an increase of $1,378,819, was awarded to the consultant through the Caltrans Consultant Selection Process utilizing a two-step RFQ/RFP. #1..
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3.5 Final Design Cost Amendment 1. Amendment 1 to the Final Design is $416,624 and is executed by the County Director of Public Works.

3.5.1 Except that a non-participating cost of $18,450 is for “CMAQ Invoicing Tracking” and is 100 percent at the cost of the County.

3.5.2 The remaining participating amount for Final Design Cost Amendment 1 is $398,174.

3.6 Final Design Cost Amendment 2. Amendment 2 to the Final Design is $1,471,957 and authorized by the Stanislaus County Board and executed by the County Director of Public Works.

3.6.1 Except that a non-participating cost of $97,985 is for “City of Modesto 16” Water Line Design” and is 100 percent at the cost of the City.

3.6.2 Except that a non-participating cost of $59,070 is for “B-Street Intersection – Stand-Alone Project Analyses and Coordination” and is shared equally (fifty percent (50%) City and fifty percent (50%) County).

3.6.3 Except that a non-participating cost of $41,748 is for “Park Maintenance Access Modification” and is shared equally (fifty percent (50%) City and fifty percent (50%) County).

3.6.4 Except that a non-participating cost of $32,000 is for “Structural Assessment of Beard Loading Dock Removal” and is shared equally (fifty percent (50%) City and fifty percent (50%) County).

3.6.5 The remaining participating amount for Final Design Cost Amendment 2 is $1,241,154.

3.7 Final Design Cost Amendment 3. Amendment 3 to the Final Design is $1,035,615 and authorized by the Stanislaus County Board and executed by the County Director of Public Works.

3.7.1 Except that a non-participating cost of $111,931 is for “City of Modesto 16” Water Line” related additional costs and is 100 percent at the cost of the City.

3.7.2 Except that a non-participating cost of $55,320 is for “County Bridge Investment Program (BIP) Funding Application” and is 100 percent at the cost of the County.

3.7.3 The remaining participating amount for Final Design Cost Amendment 2 is $868,364.

3.8 Local Match. The Local Match for this Phase is anticipated to be 11.47 percent (11.47%) of the total eligible Project costs plus non-participating #1..
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costs as described in previous sections. This percentage could change depending upon the reimbursement ratio of the State and/or Federal funding source.

The total Local Match for the Preliminary Engineering of the work is estimated at $367,000 based on an estimated Preliminary Engineering cost of $3,200,000. Pursuant to Section 1.2 above, the City and County’s respective Local Match Cost Share for Preliminary Engineering shall be up to, and not exceed, $183,500 each.

The total Local Match for the Updated Preliminary Engineering of the work is estimated at $43,586 based on an Updated Preliminary Engineering cost increase of $380,000. Pursuant to Section 1.2 above, the City and County’s respective Local Match Cost Share for Updated Preliminary Engineering shall be up to, and not exceed, $21,793 each.

The total Local Match for the Final Design of the work is estimated at $322,000 based on an estimated Final Design cost of $2,807,000.

Pursuant to Section 1.2 above, the City and County’s respective Local Match Cost Share for Final Design shall be up to, and not exceed, $161,000 each.

The total Local Match for the Updated Final Design of the work is estimated at $158,151 based on an Updated Final Design cost increase of $1,378,819. Pursuant to Section 1.2 above, the City and County’s respective Local Match Cost Share for Updated Final Design shall be up to, and not exceed, $79,075 each.

The total Local Match for the Final Design Amendment 1 of the work is estimated at $64,121 based on an Amendment 1 Final Design cost of $416,624. Pursuant to Section 1.2 and 3.5 above, the County’s respective Local Match Cost Share for Final Design Amendment 2 shall be up to, and not exceed, $41,285 and the City’s Local Match Cost Share for Final Design Amendment 2 shall be up to, and not exceed, $22,835. #1..
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The total Local Match for the Final Design Amendment 2 of the work is estimated at $373,163 based on an Amendment 2 Final Design cost of $1,471,957. Pursuant to Section 1.2 and 3.6 above, the County’s respective Local Match Cost Share for Final Design Amendment 2 shall be up to, and not exceed, $137,589 and the City’s Local Match Cost Share for Final Design Amendment 2 shall be up to, and not exceed, $235,574.

The total Local Match for the Final Design Amendment 3 of the work is estimated at $266,853 based on an Amendment 3 Final Design cost of $1,035,615. Pursuant to Section 1.2 and 3.7 above, the County’s respective Local Match Cost Share for Final Design Amendment 3 shall be up to, and not exceed, $105,121 and the City’s Local Match Cost Share for Final Design Amendment 3 shall be up to, and not exceed, $161,732.

The City shall reimburse the County for City’s share of the Local Match as shown in Exhibit A up to the maximum amount of $183,500 (for Preliminary Engineering) plus $21,793 (Updated Preliminary Engineering) plus $161,000 (for Final Design) plus $79,075 (for Updated Final Design) plus $22,835 (for Final Design Amendment 1) plus $235,574 (for Final Design Amendment 2) plus $161,732 (for Final Design Amendment 3) for a total of $865,510. If for any reason, the City’s share of the Local Match is expected to exceed $865,510, an amendment to this MOA would be required prior to any payment beyond the $865,510.

3.9 Subject to any other limitations or exceptions as otherwise set forth in this MOA, upon County’s tender of payment pursuant to section 1.7 of this MOA, County shall invoice City for an amount equal to one-half or fifty percent (50%) of the Local Match during the course of the Project.

3.10 County may submit all invoices and supporting documentation to City on or before 5:00 p.m. on the tenth (10th) calendar day of the month in which County requests reimbursement payments. City shall issue a reimbursement payment to County on or before the last calendar day of the same month for all timely invoices submitted by County.

3.11 County’s total spending authority for a Project contract is approved by the Stanislaus County Board of Supervisors and includes the cost of the contracted services plus a contingency amount designated for any additions or changes to the contract if needed. County will provide written notice to City when the sum of all the task orders or contract change orders executed for a Project contract reaches 75% of the board-approved contingency. County will provide written notice to City prior to increasing the total spending authority for a Project contract that has been considered and approved by the Stanislaus County Board of Supervisors.

3.12 Indemnity. Neither party, nor any of its officers or employees, shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by the other party under or in connection with any work delegated to that party under this Agreement. The parties further #1..
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agree, pursuant to Government Code section 895.4, that each party shall fully indemnify and hold harmless the other party and its agents, officers, employees and contractors from and against all claims, damages, losses, judgments, liabilities, expenses and other costs, including litigation costs and attorney fees, arising out of, resulting from, or in connection with any work delegated to or action taken or omitted to be taken by such party under this Agreement.

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

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

City of Modesto: Stanislaus County:

Toby Wells David Leamon
Director of Engineering Director
Services Department of Public Works
City of Modesto 1716 Morgan Road
Engineering Services Dept Modesto, CA 95358
1010 10th Street, Suite 3300
Modesto, CA 95354
All notices and other communications shall be deemed communicated as of actual receipt or after the second business day after the notice has been dispatched. The parties may change their respective address by giving notice of such change to the other party in the manner provided in this Section.

3.15 As may become necessary for Project development and delivery, through City and County cooperation, the Director of Public Works and City Engineer for City and County are authorized to administer and execute, by mutual written consent, various administrative documents necessary to engineer and construct the Project, provided that such actions do not exceed the authority of this Agreement.

3.16 Should any of this Agreement be determined to be unenforceable, invalid, or beyond the authority of either of the Parties to enter and carry out, such determination shall not affect the validity of the remainder of this Agreement, which shall continue in full force and effect; provided that the remainder of this Agreement can, absent the excised portion, be reasonably interpreted to give effect to the intentions of the Parties. #1..
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3.17 This Agreement may be terminated only by mutual written agreement signed and approved by the respective approving authorities of City and County.

3.18 County shall cause copies to be furnished to City following full execution of this Agreement
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement in duplicate by its City Manager and attestation by its City Clerk under authority of Resolution No. 2024-________, adopted by the Council of the City of Modesto on the _____ day of ______________, 2024, and COUNTY has authorized the execution of this Agreement in duplicate by the Chairman of the Board under authority of Resolution No. _________________, adopted by the Board of Supervisors of Stanislaus County on the _____ day of _______________, 2024.

COUNTY OF STANISLAUS, CITY OF MODESTO,
a political subdivision of the a Municipal Corporation
State of California
By: _____________________ By: _____________________
Jody Hayes JOSEPH P. LOPEZ
Chief Executive Officer City Manager
ATTEST: ATTEST:

Elizabeth King By: _____________________
Clerk of the Board of Supervisors DIANE NAYARES-PEREZ
of the County of Stanislaus, CMC, City Clerk
State of California
By: ____________________ (SEAL)
Deputy Clerk
APPROVED AS TO CONTENT:

Department of Public Works
By: ____________________
David Leamon, Director
APPROVED AS TO FORM: APPROVED AS TO FORM:

Thomas Boze JOSE M. SANCHEZ
County Counsel City Attorney
By: _____________________ By: _____________________
Donya Nunes Jose M. Sanchez
Deputy County Counsel City Attorney
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EXHIBIT A

MOA COST SHARING
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Seventh Street Bridge Replacement Project
Activity Begin End Duration Total Cost
Total Local
Match
City Local
Match
County Local
Match
Amended MOA - Design Phase
RFA - E-76 Jul-09 Aug-10 1 month
Execute MOU with BOS & City Council Aug-10 Apr-11 7 months RFP & Select Consultant Apr-11 Jul-11 3 months
Consultant Audit with Caltrans/Programming Jul-11 Jan-12 6 months Preliminary Engineering*1 Jan-12 Jun-19 7 years, 6 months 3,200,000 $ $ 367,000.00 $ 183,500 $ 183,500 Updated Preliminary Engineering*1 Jan-12 Jun-19 7 years, 6 months $ 380,000 $ 43,586.00 $ 21,793 $ 21,793 Environmental Document Jan-15 Mar-15 2 months
Final Design*1 Jun-19 Dec-21 18 months $ 2,807,000 $ 322,000.00 $ 161,000 $ 161,000 Updated Final Design*1 Dec-21 Jun-22 6 months $ 1,378,819 $ 158,150.54 $ 79,075 $ 79,075 Final Design Amendment 1*1 Jun-22 Jul-23 12 months $ 398,174 $ 45,670.56 $ 22,835 $ 22,835 Final Design Amendment 1 - CMAQ Invoicing
Tracking** Jun-22 Jul-23 12 months $ 18,450 $ 18,450.00 $ - $ 18,450 Final Design Amendment 2*1 Jun-22 Dec-23 18 months $ 1,241,154 $ 142,360.36 $ 71,180 $ 71,180 Final Design Amendment 2- City of Modesto
Water Line Design** Jun-22 Dec-23 18 months $ 97,985 $ 97,985.00 $ 97,985 $ - Final Design Amendment 2 - B-Street
Intersection - Stand-Alone Project** Jun-22 Dec-23 18 months $ 59,070 $ 59,070.00 $ 29,535 $ 29,535 Final Design Amendment 2 - Park Maintenance
Access Modification** Jun-22 Dec-23 18 months $ 41,748 $ 41,748.00 $ 20,874 $ 20,874 Final Design Amendment 2 - Structural
Assessment of Beard Loading Dock Removal** Jun-22 Dec-23 18 months $ 32,000 $ 32,000.00 $ 16,000 $ 16,000 Final Design Amendment 3*1 Dec-23 Dec-25 24 months $ 868,364 $ 99,601.35 $ 49,801 $ 49,801 Final Design Amendment 3- City of Modesto 16"
Water Line Related Additional Costs** Dec-23 Dec-25 24 months $ 111,931 $ 111,931 $ 111,931 $ - Final Design Amendment 3- County BIP Funding
Application** Dec-23 Dec-25 24 months $ 55,320 $ 55,320.18 $ - $ 55,320 Total Design Phase MOA: $ 10,690,015 $ 1,594,873 $ 865,510 $ 729,364 Notes: * Local Match = 11.47% participating cost
** Local Match = 100% of non-participating cost, split between County and City as defined in the MOA 1 Total includes consultant cost and support costs per section 1.8 of the MOA

EXHIBIT A
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DocuSign Envelope ID: CE7BD14F-B6C2-487A-8CD2-BFA757D577A2 August 23rd
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DocuSign Envelope ID: CE7BD14F-B6C2-487A-8CD2-BFA757D577A2 #1..
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The total Local Match for the Final Design of the work is estimated at $322,000 based on an estimated Final Design cost of $2,807,000. Pursuant to Section 1.2 above, the City and County’s respective Local Match Cost Share for Final Design shall be up to, and not exceed, $161,000 each.

The total Local Match for the Updated Final Design of the work is estimated at $158,151 based on an Updated Final Design cost increase of $1,378,819.

Pursuant to Section 1.2 above, the City and County’s respective Local Match Cost Share for Updated Final Design shall be up to, and not exceed, $79,075 each.

The total Local Match for the Final Design Amendment 2 of the work is estimated at $373,163 based on an Amendment 2 Final Design cost of $1,471,957. Pursuant to Section 1.2 and 3.6 above, the County’s respective Local Match Cost Share for Final Design Amendment 2 shall be up to, and not exceed, $137,589 and the City’s Local Match Cost Share for Final Design Amendment 2 shall be up to, and not exceed, $235,574.

The City shall reimburse the County for City’s share of the Local Match as shown in Exhibit A up to the maximum amount of $183,500 (for Preliminary Engineering) plus $21,793 (Updated Preliminary Engineering) plus $161,000 (for Final Design) plus $79,075 (for Updated Final Design) plus $22,835 (for Final Design Amendment 1) plus $235,574 (for Final Design Amendment 2) for a total of $703,778. If for any reason, the City’s share of the Local Match is expected to exceed $703,778, an amendment to this MOA would be required prior to any payment beyond the $703,778.

3.8 Subject to any other limitations or exceptions as otherwise set forth in this MOA, upon County’s tender of payment pursuant to section 1.7 of this MOA, County shall invoice City for an amount equal to one-half or fifty percent (50%) of the Local Match during the course of the Project.

3.9 County may submit all invoices and supporting documentation to City on or before 5:00 p.m. on the tenth (10th) calendar day of the month in which County requests reimbursement payments. City shall issue a reimbursement payment to County on or before the last calendar day of the same month for all timely invoices submitted by County.

3.10 County’s total spending authority for a Project contract is approved by the Stanislaus County Board of Supervisors and includes the cost of the contracted services plus a contingency amount designated for any additions or changes to the contract if needed. County will provide written notice to City when the sum of all the task orders or contract change orders executed for a DocuSign Envelope ID: CE7BD14F-B6C2-487A-8CD2-BFA757D577A2 #1..
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DocuSign Envelope ID: CE7BD14F-B6C2-487A-8CD2-BFA757D577A2 #1..
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DocuSign Envelope ID: CE7BD14F-B6C2-487A-8CD2-BFA757D577A2 23rd
351
August
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

February 5, 2024
Date: January 5, 2024
TO: Economic Development Committee
Chris Ricci, Chair
Eric Alvarez, Vice-Chair
Sue Zwahlen, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Agreement for Recycled Water Quality Studies
CONTACT: Jeff Daniels, Acting Wastewater Division Manager, [email protected], 209-577-6255
DESCRIPTION:

Consider an Agreement for Recycled Water Quality Studies with Larry Walker Associates, Davis, CA, for a total amount not to exceed $819,330, and forwarding to Council for approval. (Funding Source: Sewer Operations Funds)
STRATEGIC PLAN ELEMENT:

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

BACKGROUND:

The City of Modesto and the City of Turlock discharge recycled water to the Delta-Mendota Canal (DMC). Both agencies are regulated under a joint permit; Waste Discharge Requirements for the City of Turlock Regional Water Quality Control Facility and the City of Modesto Water Quality Control Facility, Stanislaus County, Order R5-2022-0034, NPDES CA0085316 (Regional Permit), adopted June 10, 2022, and effective August 1, 2022.

Order R5-2022-0034 contains new Special Provisions related to requirements for conducting a far-field dilution study and a constituents of emerging concern (CEC) study. The Far-Field Dilution study will determine if and to what extent the recycled water from the wastewater treatment plant facilities is affecting the water quality of the DMC. The CEC study is a requirement to test for potential contaminants that are not currently regulated and/or routinely monitored. #2..
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Economic Development Committee, February 5, 2024
Agreement for Recycled Water Quality Studies

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The City of Modesto, City of Turlock, and Del Puerto agreed to jointly hire a consultant to perform a Far-Field Dilution study and CEC study with the City of Modesto serving as the lead for purposes of the development of the scope of work for the Consultant Agreement for the Studies, and Turlock, and Del Puerto are “partner agencies”.

On June 27, 2023, by Resolution 2023-306, Council approved a Memorandum of Understanding (MOU) for a Mutual Pay Agreement for the Far-Field Dilution and Constituents of Emerging Concern Studies between the City of Modesto, the City of Turlock and the Del Puerto Water District to comply with State Permit requirements. The Parties have agreed to an even share of the resulting costs for the studies, with each cost-sharing obligation broken down to a third. The MOU clearly identifies the roles and responsibilities of each party as they relate to professional services to be provided by the selected Consultant, including payment of all costs incurred.

In order to fund the studies, the Wastewater Division created a Non-Capital Project Number 101473 for $700,000 that was approved in the Fiscal Year 2023-24 budget adoption.

DISCUSSION:

On August 16, 2023, the Purchasing Manager authorized staff to solicit proposals from the City of Modesto’s prequalified Local Consultant List that was approved on April 12, 2022, by Resolution No. 2022-191. Staff was also authorized to solicit proposals from the City of Turlock’s prequalified engineering consultant list.

On November 13, 2023, a Request for Proposals with a specific scope of work was issued to Woodard and Curran, West Yost, Carollo, Larry Walker Associates, and Robertson-Bryan, Inc., engineering consulting firms.

On December 19, 2023, staff received and distributed two (2) proposals to a selection committee consisting of members from the City of Modesto, City of Turlock, and Del Puerto.

On January 5, 2024, the selection committee evaluated the proposals and determined Larry Walker Associates to be the most qualified and responsive.

In accordance with Modesto Municipal Code 8-3.204(a), “Exceptions to Formal Bidding Requirements,” Agreements for Professional Servies are exempt from the bidding requirements of Modesto Municipal Code 8-3.203 if competitive quotations or proposals have been sought informally from at least three (3) qualified entities. However, staff proceeded with the RFP process pursuant to Administrative Directive 3.1 and after a review of proposals recommends the approval of an Engineering Services Agreement with Larry Walker and Associates for Recycled Water Quality Studies.

FISCAL IMPACT:

Funds are currently budgeted in the Sewer Operations Fund, FY 2023/24 Non-Capital Project Number 101473 at $700,000. Staff is requesting an increase of $119,330, from $700,000, for a maximum not to exceed $819,330.

The total estimated cost for identified engineering scope of services for the agreement is $744,845. Staff is also requesting ten percent (10%) of the agreed maximum compensation, or $74,485, for additional services that may be authorized by the City Manager. #2..
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Economic Development Committee, February 5, 2024
Agreement for Recycled Water Quality Studies

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ANTICIPATED PROJECT EXPENDITURES:

Final City expenditures will be one-third of the total cost not to exceed $819,330, upon receiving reimbursement per the conditions outlined in the MOU for a Mutual Pay Agreement for the FarField Dilution and Constituents of Emerging Concern Studies between the City of Modesto, the City of Turlock and the Del Puerto Water District.

CEQA/NEPA REQUIREMENTS:

The approval of this agreement does not constitute a project for the purposes of the California Environmental Quality Act (CEQA).

RECOMMENDED COMMITTEE ACTION:

Staff Recommendation:

Motion recommending an Agreement for Recycled Water Quality Studies with Larry Walker Associates, Davis, CA, in the amount of $744,845, plus $74,845 in additional services, if needed, for a total amount not to exceed $819,330, and forwarding to Council for approval.

Motion recommending the increase of Non-Capital Project Number 101473 for Far-field Dilution and CEC studies by $119,330, from $700,000, for a revised total amount not to exceed $819,330, and forwarding to Council for approval.

Approved by:

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

1. Agreement

2. Proposal

3. Cost Proposal
Engineering Services Agreement – Larry Walker Assoc. $744,845 Additional Services, if Needed (10%) $74,485
TOTAL: $819,330
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STANDARD AGREEMENT

FOR CONSULTANT SERVICES
THIS AGREEMENT, made and entered into in the City of Modesto, State of California, this day of , 2024, (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "City", and LARRY WALKER ASSOCIATES, a California corporation, hereinafter referred to as "Consultant".

This Agreement is made with regard to the following recitals:

A. City has determined that a Far-Field Dilution, and Constituents of Emerging Concern (CEC) Study should be prepared for the City, City of Turlock and Del Puerto Water District.

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

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

1. SCOPE OF SERVICES.

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

2. TERM OF AGREEMENT.

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

Consultant shall undertake and complete the preparation of the scope of work as set forth and described in the documents commonly referred to as “project” attached hereto as Exhibit "A" and made a part hereof. City hereby gives Consultant notice to proceed with the preparation of the project in the manner described in Exhibit "A", as of the Effective Date of this agreement. Consultant shall diligently proceed with the preparation of the project and agrees to complete said preparation within the time period set forth in Exhibit "A".

3. COMPENSATION.

Consultant agrees to accept a sum not to exceed SEVEN HUNDRED FORTY-FOUR THOUSAND EIGHT HUNDRED FORTY-FIVE AND 00/100 DOLLARS ($744,845) (maximum compensation) as full remuneration for performing all services and furnishing all staffing and materials called for City in accordance with Exhibit "A”, attached hereto and for performance by Consultant of all of its duties and obligations under this Agreement, except that additional services may be compensated as described below.

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

City shall pay Consultant on a time and materials basis for Consultant’s actual costs for all work called for in Exhibit “A” to this Agreement. All work to be performed under this Agreement shall be billed at the hourly rates set forth in Exhibit “B” attached hereto, Consultant shall submit monthly invoices to City which include detailed tasks, hours worked, and billable rates for all work completed, and detailed receipts for any out-of-pocket costs paid by Consultant in connection with work performed on this project. #2..
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Additional services may be authorized by the City Manager in an amount up to, but not to exceed 10% of the agreed maximum compensation, or SEVENTY-FOUR THOUSAND FOUR HUNDRED EIGHTY-FIVE AND 00/100 DOLLARS ($74,485). In the event that additional services are deemed necessary, the Consultant shall provide a written request to the City Manager indicating the reason for additional work, scope and cost of such work. The City Manager shall provide a written response to the request, either approving or denying the additional expenditure. If additional services are requested and approved, they will be billed at the hourly rates set forth in Exhibit “B” and may not exceed the amount requested and approved in writing by the City Manager. In that event, the new total compensation shall not exceed EIGHT HUNDRED NINETEEN THOUSAND THREE HUNDRED THIRTY AND 00/100 DOLLARS ($819,330). If additional services in excess of this amount are deemed necessary by City Staff, an amendment to this Agreement will be required and must be approved by the City Council prior to commencing the work, as provided in Paragraph 9 of this agreement.

4. OBLIGATIONS OF CONSULTANT.

Throughout the term of this Agreement, Consultant shall possess, or secure all licenses, permits, qualifications and approvals legally required to conduct business. Consultant warrants that it has all of the necessary professional capabilities and experience, as well as all tools, instrumentalities, facilities and other resources necessary to provide the City with the services contemplated by this Agreement. Consultant further warrants that it will follow the 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 Brian Laurenson, PE will be the person primarily responsible for the performance of the services referred to in this Agreement. #2..
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City has entered into this Agreement in reliance on that representation by Consultant. Consultant therefore agrees that forty percent (40%) or more of the time to be devoted to the project that is the subject of this Agreement will be that of the above-named person.

6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

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

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

7. NEWS AND INFORMATION RELEASE.

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

8. INTEREST OF CONTRACTOR.

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

9. AMENDMENTS.

Both parties to this Agreement understand that it may become desirable or necessary during the execution of this Agreement, for City or Consultant to modify the scope of services provided for under this Agreement. This Agreement, including the Exhibits attached hereto, may be amended only by an Amendment 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, and Consultant shall not be required to perform any such additional services.

10. INDEPENDENT CONTRACTOR.

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

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

11. ASSIGNMENT.

Neither this Agreement nor any portion thereof shall be subcontracted or assigned, other than noted in Exhibit ‘A’, without the express prior written consent of the City in each and every instance.

12. PATENT/COPYRIGHT MATERIALS.

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

13. NOTICES.

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:
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FOR CONSULTANT: Name: Larry Walker Associates
Address: 1480 Drew Avenue
Suite 100
Davis, CA 95618 __________
Attention: Brian Laurenson, PE
Phone: (530) 753-6400 ext. 230
Email: [email protected]
FOR CITY: Name: City of Modesto
Address: 1221 Sutter Avenue
Modesto, CA 95351
Attention: Melissa Holden
Phone: (209) 577-6275
Email: [email protected]

14. INSURANCE REQUIREMENTS.

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

In the event the certificates of insurance required hereunder do not provide for notice of cancellation to the certificate holder and/or additional insureds, the Consultant shall provide, and shall require its subcontractors to provide, as an express condition precedent to payment hereunder, an endorsement from their insurers providing that the additional insureds identified herein shall be provided 30 days’ notice of the cancellation on the policies of insurance required hereunder (10 days’ notice if the policies are cancelled for non-payment of premium). In addition, the named insured on all such policies shall provide to the additional insureds identified herein any notices of cancellation of said insurance policies within 5 business days of receipt of such notice. The Consultant shall, as a further express condition precedent to payment for work #2..
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performed, affirm under penalty of perjury that the required insurance on the project remains in place and said insurance has not been cancelled.
(a) Worker's Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000. (b) General Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. This insurance shall indicate on the certificate of insurance the following coverages and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent consultants and subcontractors; products and completed operations as applicable.
(c) Automobile Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. This insurance shall cover any automobile for bodily injury and property damage.
(d) Professional Liability insurance with a minimum limit of $1,000,000 per claim and 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 Consultant shall promptly obtain a new policy, submit the same to the Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of the Consultant to furnish, deliver or maintain such insurance and certificates as above provided, this Agreement, at the election of the City, may be forthwith declared suspended or terminated. Failure of the Consultant #2..
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to obtain and/or maintain any required insurance shall not relieve the Consultant from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Consultant concerning indemnification. The City, its agents, officers, 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 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 insurance coverage shall be primary insurance as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the CONSULTANT’S insurance and shall not contribute with it.

15. TERMINATION OF AGREEMENT.

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

Termination by City for Convenience
The 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 Work that is not terminated; c. If directed in writing by the City to do so, assign all right, title and interest in subcontracts and materials in progress to City, in which case the City will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such subconsultants, but in no event shall recovery by any Consultant or subconsultant include lost profits for portions of the Work not completed or undertaken, including materials not delivered; #2..
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d. Deliver or otherwise make available to the City all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Consultant in performing the Work whether completed or in process; e. Settle outstanding liabilities and claims, subject to the approval of City;
f. Complete performance of such part of the 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 #2..
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termination of the Work such as subconsultant agreements or contracts for materials;
b. The Agreement price allocable to the portion of the Work properly performed or goods supplied to the work site by the Consultant as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the Consultant.

16. 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 #2..
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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’ 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. #2..
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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.

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

23. GOVERNING LAW.

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

24. HEADINGS NOT CONTROLLING.

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

25. COMPLIANCE WITH LAWS.

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.
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26. CITY BUSINESS LICENSE.

Consultant will have a City of Modesto business license.

IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attestation by its City Clerk under authority of Resolution No. 2024- , adopted by the Council of the City of Modesto on the day of , 2024, and LARRY WALKER ASSOCIATES has caused this agreement to be duly executed in duplicate as of the Effective Date. #2..
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December 15, 2023
Ben Koehler, Chief Plant Operator
City of Modesto
Utilities Department, Wastewater
1010 Tenth Street, 6th Floor, City Clerk
Modesto, California 95353
Subject: Larry Walker Associates, Inc. Submittal in Response to the Request for Proposal for Far-Field Dilution and Constituents of Emerging Concern Studies
Mr. Koehler:

Larry Walker Associates, Inc. (LWA), in association with Woodard & Curran (W&C), hereafter referred to as the LWA Team, is pleased to submit the enclosed proposal for Far-Field Dilution and Constituents of Emerging Concern Studies for the cities of Modesto and Turlock (Cities) and Del Puerto Water District (DPWD) in response to the November 12, 2023 request for proposals (RFP).

PROJECT UNDERSTANDING
The LWA Team has a long and trusted relationship with the Cities and DPWD through the development of the North Valley Regional Recycled Water Program (NVRRWP) and NPDES permitting for the discharge to the Delta Mendota Canal (DMC). The LWA Team provided planning and regulatory services for developing the innovative NVRRWP, including navigating the technical requests to get buy-in from the Bureau of Reclamation, the Department of Drinking Water (DDW), and the Central Valley Water Board. For more than twenty years, LWA has performed NPDES compliance assistance and monitoring for both Cities’ San Joaquin River discharges. LWA led separate special studies in the San Joaquin River for the Cities related to metal speciation, aquatic toxicity, and near-field mixing models. These successful collaborations were based on meaningful relationships and technical excellence.

Meaningful relationships, forward-thinking, and technical expertise will be critical to resolving the new challenges posed by the NPDES-required evaluation and subsequent review by the DDW and the Central Valley Water Board. This upcoming regulatory review is an important interpretation of the Surface Water Augmentation regulations that could impact discharges to any receiving waters used for municipal and domestic drinking water supply at distant raw water supply diversion points. DDW has asserted latitude in interpreting these regulations, which were written to apply to domestic and municipal water supply augmentation, not irrigation supply. The RFP project, particularly the far-field modeling evaluation, will require building trust with regulators through good communication, wellsupported technical solutions, and a strong understanding of the regulatory requirements. LWA developed tracer studies to satisfy DDW requests on several projects. While a tracer study is not an NPDES requirement, it may be a useful tool to quantify the negligible drinking water risk due to the DMC discharge of highly treated effluent. W&C staff are experts in applying flow and operational scenarios for the State Water Project (SWP) and the federal Central Valley Project (CVP), including using CalSim data as was done for the original NVRRWP NPDES permit.

EXHIBIT A
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LWA developed the constituents of emerging concern (CEC) monitoring plan for the Delta Regional Monitoring Program (RMP) through an extensive stakeholder process that included a review from the Central Valley Water Board with participation from the State Water Board and drinking water agencies.

LWA prepared data summaries as part of the Delta RMP that could directly inform the RFP scope of services.

PROJECT TEAM
By selecting the LWA Team as a partner, the Cities and DPWD will benefit from an experienced team of professionals with proven project management skills, relevant regulatory and technical expertise, and statewide and regional knowledge to successfully lead and deliver the required services on time and within budget. The LWA Team offers key staff dedicated to successfully achieving the Cities’ and DPWD’s goals and objectives.

Headquartered in Davis, LWA employs 65 individuals across six offices across California who deliver a broad spectrum of highly specialized consulting services. LWA brings extensive, enduring expertise in delivering services requested in the RFP. This experience encompasses a decades-long track record of working on wastewater projects for the Cities, involving tasks such as preparing reports of waste discharge (ROWD) and preparing the original far-field modeling for the North Valley Regional Recycled Water Program (NVRRWP). Project Manager Brian Laurenson, P.E., has provided special study, monitoring and compliance services to clients of a similar size in the Central Valley, including the Cities, for more than 25 years.

With seven offices in California (work will be based out of their Sacramento office) and more than 1300 professionals on staff, subconsultant W&C is prepared to offer support from their experienced team of CalSIM and CalLite modelers who are well-versed in the unique challenges the Cities and DPWD face as W&C has completed over 38 projects for DPWD, 21 for Turlock, and 82 for Modesto.

The LWA Team consists of seasoned water quality professionals with demonstrated project management capabilities, distinctive subject matter knowledge, and technical expertise. This expertise and relevant, recent experience ensures the successful execution of the technical services specified in the RFP. The LWA Team is available to perform the requested services, has a long and productive collaborative relationship with both cities and DPWD, is uniquely qualified to conduct this work, and exceeds the RFP’s minimum qualifications. The LWA Team has a reputation of excellence and forwardthinking that will successfully prepare the Cities and DPWD for the upcoming Far-Field and CEC studies.

We look forward to assisting the Cities and DPWD in performing these important technical and regulatory services. I will be the authorized signatory on all matters related to this proposal and contract. I can be reached at (530) 753-6400 x 213 or [email protected]. Please contact me directly if you have any questions or require any additional information.

Yours truly,
Brian Laurenson, P.E.

Executive Vice President
Larry Walker Associates, Inc.
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EXHIBIT A

P R O P O S A L F O R
Far-Field Dilution and Constituents of
Emerging Concern Studies

PREPARED BY
DECEMBER 15, 2023

P R E P A R E D F O R
in association with
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Larry Walker Associates | Far-Field Dilution and Constituents of Emerging Concern Studies |i General Scope of Work
Proposal Provided to:

The Cities of Modesto and Turlock
and Del Puerto Water District
Larry Walker Associates, Inc.

TABLE OF CONTENTS
Section Page

1. PROJECT TEAM AND EXPERIENCE ........................................................................................... 1

1.1 PROJECT MANAGER ........................................................................................................................ 2

1.2 PROJECT TEAM................................................................................................................................ 3

2. RELATED EXPERIENCE ............................................................................................................. 5

3. PROPOSED SCOPE OF SERVICES............................................................................................ 11

3.1 FAR-FIELD DILUTION STUDY..........................................................................................................11

3.1.1 Project/Meeting Coordination..............................................................................................11

3.1.2 Workplan Development........................................................................................................11

3.1.3 Workplan Implementation....................................................................................................11

3.1.4 Deliverables ...........................................................................................................................11

3.2 CONSTITUENTS OF EMERGING CONCERN STUDY.........................................................................12

3.2.1 Project/Meeting Coordination..............................................................................................12

3.2.2 CEC Monitoring Plan Development ......................................................................................12

3.2.3 CEC Monitoring Plan Implementation ..................................................................................12

3.2.4 Deliverables ...........................................................................................................................12

4. PROJECT SCHEDULE .............................................................................................................. 13

4.1 FAR-FIELD DILUTION STUDY..........................................................................................................13

4.2 CONSTITUENTS OF EMERGING CONCERN STUDY.........................................................................14

5. LEVEL OF EFFORT .................................................................................................................. 15

5.1 FAR-FIELD DILUTION STUDY..........................................................................................................15

5.2 CONSTITUENTS OF EMERGING CONCERN STUDY.........................................................................16

APPENDICES
Appendix 1. Resumes
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Larry Walker Associates | Far-Field Dilution and Constituents of Emerging Concern Studies | 1 General Scope of Work
Proposal Provided to:

The Cities of Modesto and Turlock
and Del Puerto Water District
Larry Walker Associates, Inc.

Larry Walker Associates, Inc. (LWA), in association with Woodard & Curran (W&C), hereafter referred to as the LWA Team, is pleased to provide the following proposal in response to the Request for Proposals (RFP) for FarField Dilution and Constituents of Emerging Concern Studies for the City of Modesto (Modesto), City of Turlock (Turlock), together referred to as the Cities, and Del Puerto Water District (DPWD).

1. PROJECT TEAM AND EXPERIENCE
Founded in 1979, LWA is a privately owned corporation and Women-Owned Business Enterprise (WBE) headquartered in Davis, CA, with regional offices in Berkeley, Yreka, Santa Monica, Ventura, and San Diego, California, and Seattle, Washington. LWA provides water quality regulatory expertise and technical assistance to municipalities and public agencies throughout California. LWA’s 65 employees provide a wide range of highly specialized consulting services, including National Pollutant Discharge Elimination System (NPDES) permit assistance (wastewater, stormwater), permit-required special studies, recycled water program approvals, pretreatment program assistance, regulatory support, water quality monitoring and data evaluation, groundwater management, and source control/pollution prevention. With significant expertise with NPDES permits and Waste Discharge Requirements (WDRs), LWA has the insight and foresight that comes only with years of involvement in developing and implementing studies to address the requirements of federal and state water quality laws and regulations. LWA has a track record of innovation and success in assisting public agencies throughout the state with wastewater regulatory issues.

LWA has significant, long-term experience providing the services described in the Request for Proposals (RFP), including decades of leading wastewater projects for the City of Modesto and Turlock. This includes the initial Report of Waste Discharge (ROWD) and far-field modeling for the North Valley Regional Recycled Water Program (NVRRWP).

LWA’s reputation directly results from our professional and qualified staff and our commitment to fostering long-term relationships built on trust with our clients, regulators and stakeholders. LWA maintains long-term relationships with our clients, providing tailored support on projects and tasks to address complex and continuously evolving regulatory requirements. Key projects highlighting LWA’s experience, with projects and tasks similar to the core services outlined in the RFP’s Scope of Services, are provided in Table 2, followed by detailed project descriptions with references.

Woodard & Curran is an integrated engineering, science, and operations company founded in 1979. They have over 1300 highly qualified professionals from 27 office locations across the United States, including seven offices in California. Work for this effort will be based out of their office in Sacramento (801 T Street, Sacramento, CA). At the heart of their company are experts in their fields, offering an in-depth understanding of cuttingedge technology, astute problem-solving, multidisciplinary engineering, and regulatory guidance. They have served utilities, cities, towns, and state governments for over 44 years. Today, they offer services beginning with studies, concept, and design through construction and operations to address recycled and potable water, wastewater, stormwater, and civil engineering. W&C has completed over 38 projects for DPWD, 21 for Turlock, and 82 for Modesto.

Woodard & Curran has extensive experience in CalSim modeling, including our work with the United States Bureau of Reclamation to develop and implement an improved model logic for contractor-based demands of the American River Basin in CalSIM II and CalLite. Our team also worked closely with the Regional Water Authority to develop climate change-related time series data (from CalSIM and MPI-ECHAM5) for use in the hydrologic models of the American River Basin (ARB) Region to be used to evaluate the impacts of climate change on the water resources in ARB region through modeling and data gathering and analysis. W&C developed a Future Baseline Condition with a historic hydrologic record and future land and water use levels in the ARB Region consistent with the CalSIM scenario.
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Larry Walker Associates | Far-Field Dilution and Constituents of Emerging Concern Studies | 2 General Scope of Work
Proposal Provided to:

The Cities of Modesto and Turlock
and Del Puerto Water District
Larry Walker Associates, Inc.

1.1 PROJECT MANAGER
MR. LAURENSON, PE, is an Executive Vice President at
LWA. Mr. Laurenson has a B.S. in Civil Engineering from the University of California at Davis and a M.S. in
Environmental Engineering from the University of
California at Berkeley and is a Professional Engineer in California (No. C57401). Mr. Laurenson has over 29 years of experience in the environmental engineering field (27 years at LWA), including technical work related to
wastewater treatment, water supply, stormwater quality, monitoring field investigations, fate and transport
modeling, computational and statistical modeling,
regulatory policy development, NPDES permit
negotiations, site-specific water quality objective
development, environmental data analysis, rate studies, and master planning. Mr. Laurenson was most recently
(2020 – 2023) Project Manager for the NPDES permit
renewal for the Sacramento Regional Wastewater
Treatment Plant (SRWTP), now known as EchoWater
Resource Recovery Facility. In that role, he performed
technical analysis, Report of Waste Discharge (ROWD)
preparation, oversight of model development, and
coordination with the Central Valley Water Board and
Regional San staff. Since 2005, Mr. Laurenson has led
LWA’s work for the Sacramento Stormwater Quality
Partnership NPDES MS4 permit monitoring and regulatory assistance. Mr. Laurenson provides regulatory updates to the Partnership regarding federal, state, or regional initiatives. Since 2010, Mr. Laurenson has assisted the City of Sacramento Combined Sewer System (CSS) with monitoring and regulatory compliance services, including tracking policy development and implementation for the collection and treatment systems.

Mr. Laurenson has specialized experience developing statistical models to estimate mass loads and associated errors.

Mr. Laurenson participated in developing the Central Valley Drinking Water Policy, the Delta Regional Monitoring Program, the Delta Methylmercury TMDL, the Central Valley Pyrethroid TMDL, and other TMDL and Basin Plan amendment development roles. As a participant in the Delta RMP Technical Advisory Committee, he led the development and implementation of the Pathogen and CEC studies.

Importantly, Mr. Laurenson was the NPDES permit issuance Task Manager on the North Valley Regional Recycled Water Project for the Cities and DPWD to convey recycled water through the Delta Mendota Canal to the water district. This effort involved coordination with the U.S. Bureau of Reclamation, the State Water Resources Control Board Division of Drinking Water, the Central Valley Water Board, and other stakeholders.

He continued this work in 2022 with the renewal of the NPDES permit. Mr. Laurenson is an alternate member of the California Water Quality Monitoring Council.

Mr. Laurenson has assisted the Cities of Modesto and Turlock in independent and joint NPDES permit renewals since 2000. Mr. Laurenson developed the monitoring plan and final study report evaluating NVRRWP nutrient discharge on the DMC for the City of Turlock. The study was required as part of a settlement agreement with the State Water Contractors based on a Water Code Section 1310 protest.

Mr. Laurenson will retain 40% availability throughout the contract.

BRIAN LAURENSON, PE
Executive Vice President
Education/Registrations: M.S.,
Environmental Engineering, University of
California, Berkeley
Years with LWA: 27
Years with Other Firms: 2
Availability: 40%
Role: Project Manager
Duties Include:
• Overall project oversight, insights on
results, and other input as needed
• Develop project goals and track
progress
• Lead technical approach
development and implementation
• Provide regulatory and other
technical support as needed
• Reviews project documents, plans,
and reports
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Larry Walker Associates | Far-Field Dilution and Constituents of Emerging Concern Studies | 3 General Scope of Work
Proposal Provided to:

The Cities of Modesto and Turlock
and Del Puerto Water District
Larry Walker Associates, Inc.

1.2 PROJECT TEAM
The LWA Team has proven managers and expertise working with Modesto, Turlock, DPWD, and other Central Valley wastewater agencies on similar projects. An organizational chart is presented in Figure 1, and a brief description of the team members' roles is provided below. Relevant staff experience is demonstrated through selected projects and summarized in Table 2.

The LWA Team is comprised of experienced water quality professionals with proven project management skills, unique subject matter expertise, and capability to successfully execute the technical services requested in the RFP. Each team member has the experience and ability to provide the needed services to the Cities and DPWD cost-effectively. The LWA Team utilizes a transparent management structure that provides a single point of contact for all project management needs and direct access to the project’s technical staff, as needed.

Figure 1. Project Organizational Chart
LWA Project Manager Brian Laurenson, P.E., has decades of proven organizational, communication, and project management and technical skills, coupled with a strong track record in leading project teams to accomplish specific technical tasks outlined in the Scope of Services. As the Cities and DPWD’s primary and day-to-day point of contact, he will oversee the work performed for each task, manage the contract, and ensure work is completed on time and within budget.

Brief bios for proposed supporting personnel are provided in Table 1 below, including an overview of each individual’s qualifications and relevant regulatory experience. All staff assigned to this project are located in Northern California. Detailed resumes for our proposed personnel are included in Appendix 1. Resumes.

Far-Field Dilution and Constituents of Emerging
Concern Studies
Mitch Mysliwiec, Ph.D., LWA
José Diaz, LWA
Brian Van Lienden, WC

PROJECT MANAGER
Brian Laurenson, PE
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Larry Walker Associates | Far-Field Dilution and Constituents of Emerging Concern Studies | 4 General Scope of Work
Proposal Provided to:

The Cities of Modesto and Turlock
and Del Puerto Water District
Larry Walker Associates, Inc.

Table 1. Supporting Team Bios
DR. MYSLIWIEC is a Senior Engineer with more than 20 years of experience and is not only responsible for NPDES/WDR permitting and TMDL development and implementation but also develops, analyzes, and evaluates methods to ensure appropriate water quality objectives are maintained both at the discharge and watershed scales. Dr. Mysliwiec has performed numerous technical analyses in support of the NPDES permitting effort for the Regional San Echo Water Project. Dr. Mysliwiec has performed discharge modeling studies for POTWs throughout California, including tracer and fate and transport studies. Prior to joining LWA in 2001, Dr.

Mysliwiec worked as a post-doctorate researcher and lecturer for lower and upper-division engineering courses at the University of California, Davis. He serves as a co-chair on the CASA Regulatory Work Group and previously was the co-chair of the Water Committee of the RWG.

Mr. Díaz joined LWA in October 2023 and is a Project Engineer for LWA's work in the groundwater and watershed management fields.

He has 4 years of experience studying groundwater systems in California’s Central Valley and the Sacramento-San Joaquin Delta. He is proficient in the development and review of numerical hydrologic models. His responsibilities also include the collection of soil, surface water, and groundwater field data, as well as the design and installation oversight of monitoring wells. His brief time at LWA has included model development and monitoring data evaluation for the Siskiyou County Flood Control and Water Conservation District.

MR. VAN LIENDEN has 23 years of experience in water resources planning and management, working with water agencies in California. His experience includes managing complex multiobjective water resources management planning projects focusing on surface water supply, groundwater, water demand, water quality, flood and stormwater management, ecological resources and climate change. He has worked with federal, state and local water agencies to develop water management planning and policy documents, facilitate stakeholder communication and engagement, and formulate and interpret technical studies and analyses.

MITCH MYSLIWIEC, PH.D.

Senior Engineer, LWA
Education/Registrations: Ph.D.,
Environmental Engineering, University of
California, Davis
Years with LWA: 22
Years with Other Firms: 4
Availability: 40%
JOSÉ DIAZ
Project Engineer, LWA
Education/Registrations: M.S., Civil and
Environmental Engineering, 2019,
University of California, Berkeley
Years with LWA: <1
Years with Other Firms: 4
Availability: 25%

BRIAN VAN LIENDEN, PE
Associate Principal, Woodard & Curran
Education/Registrations: Masters, Civil &
Environmental Engineering, University of
California, Davis; Professional Civil
Engineer, CA, 63250
Years with WC: 7
Years with Other Firms: 17
Availability: 25%
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Larry Walker Associates | Far-Field Dilution and Constituents of Emerging Concern Studies | 5 Larry Walker Associates, Inc. General Scope of Work
Proposal Provided to:

The Cities of Modesto and Turlock
and Del Puerto Water District

2. RELATED EXPERIENCE
Table 2 demonstrates project experience of a similar size and scope and associated staff members completed within the past five years, followed by Project descriptions of not more than five projects of similar size, scope and complexity from the past five years.

Table 2. Representative Project Experience Far-Field Modeling CEC and Pathogen Project Relevance Project Roles Relevant Projects
*Project Description Provided
Staffing:

BL - Brian Laurenson, MM – Mitch Mysliwiec, BV – Brian Van Lienden Project/Meeting CoordinationWorkplan DevelopmentWorkplan Implementation Determine Appropriate
Technical Tool Assignment
Project/Meeting CoordinationMonitoring Plan Development Monitoring Plan ImplementationRegulatory Expertise State Water Project or the Central Valley ProjectCoordination with Regional BoardFirmProject ManagerTechnical Lead ModelingTechnical Lead Monitoring North Valley Regional Recycled Water Program NPDES Permitting, San Joaquin Valley, CA*
● ● ● ● ● ● ● ● ● ● LWA BL MM BL
Lower American River Bacteria Source Identification Special Study, CA* ● ● ● ● ● ● ● ● ● LWA BL BL BL Delta RMP Contaminants of Emerging Concern Work Plan, CA* ● ● ● ● ● ● ● ● ● LWA BL BL BL Technical & Policy Services Special Projects, Central Valley Clean Water Association, CA*
● ● ● ● ● ● ● ● ● LWA MM BL
Delta Conveyance Project, Technical Assistance and Comment Letter, CA ● ● ● LWA MM BL City of Turlock Delta Mendota Canal Nutrient Evaluation Study, CA ● ● ● ● ● ● LWA BL BL MM Tracer Study, Yuba City, CA ● ● ● ● ● LWA MM MM MM
Contact Study, City of Corning, CA ● ● ● ● ● LWA MM MM MM Del Puerto Canyon Reservoir Feasibility Study, CA* ● ● ● ● ● ● W&C BV NPDES Permit Regulatory Assistance, Regional San, CA ● ● ● ● ● ● LWA BL MM BL #2..
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Larry Walker Associates | Far-Field Dilution and Constituents of Emerging Concern Studies | 6 Proposal Provided to:

The Cities of Modesto and Turlock
and Del Puerto Water District
Larry Walker Associates, Inc.

1. North Valley Regional Recycled Water Program NPDES Permitting | Owner: LWA Client: City of Modesto, City of Turlock, & Del Puerto Water District Client Contact: William Wong, City of Modesto Director of Utilities (209) 571-5801; 1010 10th Street Modesto, CA 95354; [email protected]
Years of Service: 2014-2016, 2022-2023 Costs: $200,000 $59,000 Personnel and
Roles:

Brian Laurenson (Project Manager: Project planning, ensuring regulatory compliance, managing budgets and invoices and overseeing deliverable production and quality control); Mitch Mysliwiec (Support Staff: Development of planning documents, development of ROWD) Description of Service Performed:

Beginning in 2014, LWA assisted the project partners in developing a compliance strategy for an innovative water recycling project to discharge Title 22 treated effluent to the Delta Mendota Canal (DMC) for use downstream by the Del Puerto Water District. The project provides irrigation water to 45,000 acres of productive agriculture that otherwise is reliant on supply from the United States Bureau of Reclamation through the DMC. LWA developed the technical documents required for the NPDES permit issuance, which will be the first NPDES to the DMC. Both the City of Modesto and the City of Turlock now recycle most of their filtered wastewater effluent for use by the Del Puerto Water District.

Tasks included:
• Coordinated with the Central Valley Regional Water Quality Control Board and the State Water Control Board Department of Drinking Water to develop the permitting approach for the use of the Delta Mendota Canal; • Prepared the Antidegradation Analysis Report that evaluated the additional discharge to the DMC, including an assessment of “near-field” and “far-field” impacts using modeling and statistical tools. Incremental changes to loads and concentrations of key constituents were calculated at locations in the DMC, refuges, and downstream export areas. A socioeconomic analysis was performed to evaluate the cost impacts of controls for incremental water quality changes;
• Developed planning documents and performed field investigation and sample collection in the DMC to characterize existing water quality;
• Prepared mixing zone analysis using CORMIX to determine the distance in the DMC until the proposed effluent was fully mixed. This analysis is required to allow dilution credits for disinfection byproducts; • Developed water balance model to determine the percent wastewater in the O’Neill Forebay on a monthly timestep that was aggregated to provide annual averages. • Prepare Report of Waste Discharge (ROWD) for both cities evaluating effluent quality and the DMC water quality;
• Prepared comments on the administrate draft and tentative order permit; • Responded to information requests from the Central Valley Regional Water Quality Control Board on technical issues identified by regulatory agencies and downstream water agencies. Prepared materials for NPDES permit adoption hearing; and
• Led permit renewal services and support in 2022, including preparation of reasonable potential analysis, administrative draft permit, and tentative order. Permit adopted as a consent item.

In 2022, LWA led the NPDES permit renewal for the City of Modesto, which included new considerations for the Surface Water Augmentation Rule and constituents of emerging concern. Work was completed on time and within budget.
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Larry Walker Associates | Far-Field Dilution and Constituents of Emerging Concern Studies | 7 Proposal Provided to:

The Cities of Modesto and Turlock
and Del Puerto Water District
Larry Walker Associates, Inc.

2. Lower American River Bacteria Source Identification Special Study | LWA Client: City of Sacramento for the Sacramento Stormwater Quality Partnership Client Contact: Lisa Moretti, Supervising Engineer, (916) 808-5390; 1395 35th Avenue Sacramento, CA 95822; [email protected]
Years of Service: 2019-2023
Costs: $400,000
Personnel and Roles: Brian Laurenson (Project Manager: Project planning, ensuring regulatory compliance, managing budgets and invoices and overseeing deliverable production and quality control) Description of Service Performed:

The Sacramento Stormwater Quality Partnership
(Partnership), in coordination with the Central Valley
RWQCB, Sacramento Regional County Sanitation District
(Regional), Sacramento County Regional Parks, and other stakeholders, has been participating in a study to identify potential sources of pathogens in the Lower American
River. The study began its initial Phase I implementation in June 2019, but it is planned to be a multi-year effort. LWA has coordinated and overseen the monitoring design and
sample collection implementation. Phase I of the study
was designed to achieve the following goals:

1. Identify whether there are statistically significant differences in E. coli concentrations along a threemile stretch of the Lower American River;

2. Evaluate the occurrence of urban runoff discharge
E. coli concentrations and flows that could individually cause an exceedance in the American River;

3. Evaluate variability in source contributions to urban runoff discharge, relationship to E. coli levels, and observed markers and E. coli levels from river samples.

Tasks performed by LWA include:
 Coordination with stakeholders and the RWQCB on project goals and objectives.  Analysis of downstream E. coli increases under different river flow and urban runoff discharge concentrations, based on historical E. coli urban runoff monitoring data.  Development of a sampling and analysis plan for the urban runoff discharge monitoring.  Sample collection for American River and urban runoff discharge during the dry season.  Review and compile E. coli results to assess higher-priority samples for microbial source tracking analysis.  Assessment of data quality and statistical analysis of data.  Interpretation of qPCR markers and evaluation of possible sources .  Future phases of the study are planned to complete up to thirty events in the current three-mile reach and then complete the remaining three-mile reach to the confluence with the Sacramento River.

Work was completed on time and within budget.
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Larry Walker Associates | Far-Field Dilution and Constituents of Emerging Concern Studies | 8 Proposal Provided to:

The Cities of Modesto and Turlock
and Del Puerto Water District
Larry Walker Associates, Inc.

3. Contaminants of Emerging Concern Year 3 Work Plan Development | LWA Client: Delta Regional Monitoring Program
Client Contact: Debbie Mackey, Steering Committee Chair; No address listed; (530) 268-1338; [email protected]
Years of Service: 2022-2023 Costs: $30,000
Personnel and Roles: Brian Laurenson (Project Manager: Project planning, ensuring regulatory compliance, managing budgets and invoices and overseeing deliverable production and quality control) Description of Service Performed:

LWA previously developed a “Stakeholder Work Plan” for POTWs and municipal stormwater agencies to address the Central Valley Water Board and State Water Board requests to characterize CEC conditions in the Central Valley scenarios identified in the State Water Board’s 2018 guidance document. The Stakeholder Work Plan was reviewed by a broad group of regulatory agencies and discharger partners and finalized to address concerns and provide a cost-efficient means to satisfy regulatory requests. LWA worked with stakeholders to successfully request that the Delta Regional Monitoring Program (RMP) implement the study. Mr. Laurenson then participated as an official CEC technical advisory committee (TAC) member to oversee the implementation of the three-year study. Year three of the Stakeholder Work Plan included a “gradient study” to evaluate the fate and transport of CECs discharged from two publicly owned treatment works (POTW). LWA was chosen to develop the Year 3 Work Plan further.

Services provided include:
• Convene and facilitate four TAC meeting agenda items related to work plan development. The purpose of the meeting topic was to fully engage with the Central Valley Water Board, State Water Board, water agencies, irrigated agriculture, and municipal dischargers for technical review and to ensure that the project goals were met.
• Develop experimental study design based on a mass balance approach to estimate the attenuation of CECs discharged into effluent-dominated receiving waters that then comingled with other water sources. • Develop a draft work plan to meet the Delta RMP documentation and technical requirements per Resolution R5-2021-0054. Technical steps included review of Year 1 and Year 2, preparation of Year 1 and Year 2 data summaries, identification of sample collection locations and field survey, review of laboratory methods, and development of flow measurement protocols.
• Respond to comments from TAC on the draft work plan using a response to the comments tracking document.
• Finalize work plan for approval from the TAC, Steering Committee, and Board of Directors.

LWA then assisted the Delta RMP with the implementation of the Year 3 Work Plan with the preparation of materials for the Quality Assurance Project Plan (QAPP), on-call technical assistance during sample collection, and presentation at Delta RMP on Year 3 Work Plan elements and implementation status.

Work was completed on time and within budget.
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Larry Walker Associates | Far-Field Dilution and Constituents of Emerging Concern Studies | 9 Proposal Provided to:

The Cities of Modesto and Turlock
and Del Puerto Water District
Larry Walker Associates, Inc.

4. Technical & Policy Services Special Projects | LWA
Client: Central Valley Clean Water Association (CVCWA)
Client Contact: Debbie Mackey, Executive Officer; 808 R Street, Suite 209 Sacramento, CA 95811; (530) 268-1338; [email protected] Years of Service: 2004-Present Costs: $1.1M
Personnel and Roles: Mitch Mysliwiec, Brian Laurenson (Support Staff: Reviewed NPDES permits, development of water limits, development of Basin Plan)
Description of Service Performed:

For 20 years, LWA has provided regulatory support services to the CVCWA Permitting and Regulatory Advocacy (PRA) Special Project group and other special study groups. LWA has partnered with Somach, Simmons and Dunn to provide these services effectively and cost-effectively. During this work, LWA and SSD have helped CVCWA develop a positive and effective working relationship with the Central Valley Regional Water Board. This effort has led to many successful outcomes, including developing Central Valley-specific ammonia water quality criteria, a salinity variance, Delta methylmercury studies, and whole effluent toxicity studies. LWA provides technical and policy services, working closely with CVCWA members, Central Valley Water Board staff, and management.

Services provided include:
• Review and comment on NPDES permits and Waste Discharge Requirements in the Central Valley prior to adoption by the Central Valley Regional Water Board.
• Development of a Basin Plan amendment to allow water quality standards variances in the Central Valley, including a streamlined salinity variance and case-by-case exceptions in Waste Discharge Requirements. • Development of Delta Drinking Water Policy and associated Basin Plan amendment. • Development of a Central Valley policy for determining appropriate hardness values in setting effluent limits for trace metals under the California Toxics Rule.
• Development of appropriate effluent limits for aluminum in Central Valley streams based on site-specific water effect ratio determinations.
• Development of appropriate limits for dioxins in Central Valley receiving waters. • Development of appropriate receiving water monitoring methods for NPDES permits with mixing zones. • Development of white papers on antidegradation, nitrification/denitrification, and Whole Effluent Toxicity triggers.
• Development of a salinity management “toolbox” for Central Valley POTWs under CV-Salts.

LWA assisted CVCWA in reviewing and commenting on various statewide policy initiatives by the State Water Resources Control Board, including the Toxicity Policy, the Nutrient Policy, Biological Objectives, Sediment Quality Objectives, Cadmium objectives, Mercury Objectives, and the Bay-Delta Plan. LWA also assisted CVCWA in developing comments on the Delta Plan, Delta Plan EIR, the Bay Delta Conservation Plan and the Delta Conveyance Plan.

LWA completed additional special projects, such as an evaluation of the presence of mussel species to recalculate ammonia water quality objectives
Work to date has been completed on time and within budget. Ongoing efforts are estimated to take less than 10% of proposed staff time.
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Larry Walker Associates | Far-Field Dilution and Constituents of Emerging Concern Studies | 10 Proposal Provided to:

The Cities of Modesto and Turlock
and Del Puerto Water District
Larry Walker Associates, Inc.

5. Del Puerto Canyon Reservoir Feasibility Study | Woodard & Curran Client: Del Puerto Water District
Client Contact: Anthea Hansen, General Manager; P.O. Box 1596, Patterson, CA 95363; (209) 892-4470, [email protected]
Years of Service: 2019-Present Estimated Completion: 2025 Costs: $4M to Date Personnel and Roles: Brian Van Lienden (Task Manager: Supervised development of GoldSim systems model and completion of Environmental Impact Report)
Description of Service Performed:

Woodard & Curran is leading the development of a Feasibility Study for the proposed Del Puerto Canyon Reservoir. The proposed Del Puerto Canyon Reservoir would create up to 85,000 acres of locally controlled land south of Delta storage for the Del Puerto Water District and the San Joaquin River Exchange Contractors Water Authority. The proposed reservoir would be located in Del Puerto Canyon near Patterson and connected to the Delta-Mendota Canal.

The reservoir would provide increased reliability of supplies for the participating Districts and for south of Delta wildlife refuges.

Woodard & Curran is providing Program Management and related support services necessary to complete a Water Infrastructure Improvements for the Nation (WIIN) grant proposal. Services include the completion of an Environmental Impact Report (EIR), the development of preliminary engineering of an earth-filled dam, conveyance facilities, roadway relocation, and coordination of high voltage and gas utilities. Woodard & Curran is also supporting the Districts as they pursue water rights and other regulatory and institutional agreements necessary for project implementation.

As part of this work, Woodard & Curran developed a systems model in GoldSIM to simulate operational scenarios to determine reservoir yields for project partners and to inform environmental considerations for a new reservoir that would create up to 85,000 acre-feet of locally controlled storage. Modeling activities included simulating multiple storage pools within the reservoir with complex operating procedures that consider multiple supplies, varying demands, and operational needs that vary with water year type. Woodard & Curran is managing the comprehensive feasibility study for the reservoir to improve water supply reliability. The project also includes environmental permitting, design, and acting as the Owner’s representative.

Woodard & Curran is preparing the EIR to meet the needs of the sponsoring Districts under CEQA, while providing the foundation for the Bureau of Reclamation to prepare an Environmental Assessment consistent with NEPA.

Scoping meetings were conducted, and we prepared a scoping report. W&C is now preparing EIR for this complex project with an aggressive nine-month schedule for publication of the Draft EIR.

Work to date has been completed on time and within budget. Ongoing efforts are estimated to take less than 10% of proposed staff time.
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Larry Walker Associates | Far-Field Dilution and Constituents of Emerging Concern Studies | 11 Proposal Provided to:

The Cities of Modesto and Turlock
and Del Puerto Water District
Larry Walker Associates, Inc.

3. PROPOSED SCOPE OF SERVICES

3.1 FAR-FIELD DILUTION STUDY
The March 2022 Department of Drinking Water (DDW) Surface Water Augmentation (SWA) assessment stated that the NVRRWP project is not for drinking water and is not considered a "Surface Water Source Augmentation Project” or “SWSAP." While the purpose of the NVRRWP water reuse project is not expected to change, the NPDES permit allows DDW to change this finding based on the far-field results. The original DDW finding was based on an analysis performed by the LWA Team using CalSim data and a monthly time step water balance model that reported an annual average percent reclaimed water. However, to reduce the level of effort, the model did not consider diversions, mixing, or other sources of attenuation of the reclaimed water fraction. These assumptions would generally result in a higher percentage of reclaimed water. The LWA Team previously prepared an approach evaluation for the City of Modesto (Woodard-Curran and LWA, November 22, 2022, technical memorandum). [need a sentence here to describe what this study will do]

3.1.1 Project/Meeting Coordination
Regular updates and clear communication of technical products and progress are critical for success in the Farfield Model study. Because the outcomes may include nuanced interpretations of technical data, it is vital to have buy-in to the approach and technical results. Meetings with both NVRRWP staff, the Central Valley Water Board and DDW will be critical as shown in the detailed project schedule below.

3.1.2 Workplan Development
The LWA Team recommends a stepwise approach to engagement to request and compile the diversion datasets and work with the San Luis & Delta- Mendota Water Authority (SLDMWA) and downstream water agencies to better understand operations. Outreach to all partners is critical to acquiring necessary data in a timely fashion, understanding system operations, and gaining approval for monitoring elements. Key refinements to the modeling include reducing the reported timestep to monthly, quantifying diversions/return water from/to the DMC, considering the mixing in the DMC such that a more significant fraction of reclaimed water is diverted from the side of the DMC with a higher percentage of wastewater, and accounting for the degradation of the strength of signal through all other processes. Accurate diversion data will be critical to improving the model. DDW highly favors source tracer studies that use introduced or natural tracers with high fidelity in a field study to confirm model results. The LWA Team recommends that the study include an evaluation of operational scenarios so that the NVRRWP can justify continued operations without significant changes.

3.1.3 Workplan Implementation
While existing modeling tools (e.g., finite element models) should be evaluated, mass and water balance models could be more readily developed for the project conditions. A deterministic continuous simulation model could be developed if input conditions are well known. If the initial data compilation steps identify critical data gaps that cannot be filled, a stochastic modeling approach that considers the probabilities of occurrence based on available data could be employed to estimate the percent reclaimed water and the confidence intervals (margin of error) of the results. Modeling should include development, calibration, and verification steps. Evaluation of model sensitivity to varying assumptions and an assessment of overall error is important to the documentation of model performance.

3.1.4 Deliverables
The LWA Team will provide a draft workplan, final workplan, and final report. Outlines of the workplan and report will be prepared and shared with the clients prior to the preparation of those documents. In addition, the LWA Team will prepare meeting notes to document critical milestones, findings, or decisions. The LWA Team will provide all source documents, including code and model inputs sufficient to allow a qualified third party to replicate the analysis.
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Larry Walker Associates | Far-Field Dilution and Constituents of Emerging Concern Studies | 12 Proposal Provided to:

The Cities of Modesto and Turlock
and Del Puerto Water District
Larry Walker Associates, Inc.

3.2 CONSTITUENTS OF EMERGING CONCERN STUDY
The CEC (and pathogen indicator) study is included in the NPDES permit as a stand-alone requirement; however, the study can be coordinated with the far-field modeling to efficiently address the downstream drinking water agency concerns related to reclaimed water in the DMC. The NPDES permit notes that the March 2022 DDW letter study suggests that the NVRRWP should collect “effluent samples and downstream receiving water samples, quarterly, for constituents of emerging concern that present health concerns…”. The presence of CECs and pathogen indicators in the DMC may not be due to the NVRRWP and it will be critical to quantify these background sources.

3.2.1 Project/Meeting Coordination
Project meetings with NVRRWP staff, the Central Valley Water Board, and DDW can be coordinated with the far-field study for efficiency, though the far-field study is a more complex technical effort.

3.2.2 CEC Monitoring Plan Development
LWA developed the Delta RMP CEC attenuation study in a stepwise collaborative process with the dischargers, the Central Valley Water Board, and all stakeholders. Drinking Water agencies augmented the study with separately collected data at various locations, including the City of Modesto effluent. Data from these programs and the State Water Boards CEC programs can be used best to select sampling locations and the specific constituent list. Laboratory performance and potential contamination issues can limit the ability to discern the CEC signal downstream. An upstream sample location allows a mass balance to separate out CECs from upstream sources. Downstream locations and methods should be considered mixing across the DMC or at locations closer to points of diversion. The CEC signal (concentration) is expected to weaken in the large spatial scale of the far-field study. It would be beneficial to characterize conditions at fully mixed locations upstream and at increasing distances downstream to characterize dilution and degradation (i.e., attenuation) adequately. The monitoring plan does not have to be a complex document, but it should adequately define the analytical targets, methods, laboratories with capability, sample collection protocols, and the expected data analysis. DDW will have suggested changes and the overall analyte list must be negotiated during work plan development. The NVRRWP will want to consider the overall cost and usefulness of the CECs for the far-field study. The NPDES permit suggests quarterly sample collection ostensibly to capture different seasons and treatment performance variability. It may be possible to reduce the study period if it can be determined during work plan development that a shorter study with adequate sample locations was sufficient to characterize conditions.

3.2.3 CEC Monitoring Plan Implementation
The CEC monitoring plan and any far-field model verification monitoring can be implemented. The LWA Team would lead field crews for the sample collection events. The work plan may require special access and sample collection equipment to ensure representative samples were collected. Because concentrations of target CECs will be low, comprehensive contamination minimization protocols would be necessary, including the addition of field and travel blanks. Field crews would likely need access to the DMC and other federal and state facilities such as the pumping station, San Luis Reservoir, and O’Neill Forebay. Sample collection timing could also be coordinated with other NPDES requirements to reduce cost or NVRRWP staffing requirements.

3.2.4 Deliverables
The LWA Team will provide a draft, final work plan, and final report. Outlines of the work plan and report will be prepared prior to the preparation of those documents. In addition, the LWA Team will prepare meeting notes to document critical milestones, findings, or decisions. The LWA Team will provide all source documents, including code, laboratory reports, and electronic data sufficient to allow a qualified third party to replicate the analysis. The study report will evaluate data quality, summary statistics, and data visualization (e.g., attenuation/spatial virility plots, time series plots, distributional plots, and comparison to other studies, where available).
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Larry Walker Associates | Far-Field Dilution and Constituents of Emerging Concern Studies | 13 Proposal Provided to:

The Cities of Modesto and Turlock
and Del Puerto Water District
Larry Walker Associates, Inc.

4. PROJECT SCHEDULE
The project schedule must meet the NPDES permit requirements and must allow for sufficient input from stakeholders and regulators. The schedule must allow for sufficient technical rigor, laboratory analysis, and reporting time. Both studies have the same work plan due date (August 1, 2024), and both study reports are expected to be part of the July 31, 2026 Report of Waste Discharge (ROWD).

4.1 FAR-FIELD DILUTION STUDY
Milestone/Activity Approximate
Date Note
Kick-off meeting NVRRWP
March 2024 NTP or
before pro bono to
advance the project
Set communication plan, roles and responsibilities, project schedule, and project goals and expectations.

Draft Technical Approach
and regulator
engagement plan
March 15, 2024
Develop technical approach and initial list of data needs and alternative technical approaches to consider existing model or custom water/mass balance development [Deliverable]
Progress meeting March 31, 2024 Review proposed technical approach and regulatory engagement Central Valley Water
Board staff meeting April 8, 2024 Meeting to present technical approach for feedback. Central Valley Water Board may request that DDW attend.

Request for information
to DPWD and SLDMWA April 15, 2024 Develop specific data requests for diversions, pump-in, and system operations based on technical approach Draft data gap technical
memorandum May 15, 2024 Technical memorandum that identifies and critical data needs, the impact on the technical approach, and alternatives to resolve gaps.

Progress meeting May 22, 2024 Update on progress and present work plan outline Regulator meeting June 1, 2024 Optional meeting depending on input from Central Valley Water Board Draft work plan June 15, 2024 Submit draft work plan to NVRRWP [Deliverable] Final work plan July 15, 2024 Submit final work plan to NVRRWP within two weeks of receiving comments [Deliverable]
Workplan Due August 1, 2024 NPDES permit submittal due date Central Valley Water
Board staff meeting October 15, 2024 Discuss any comments from Central Valley Water Board and provide responses Develop initial far-field
model and outputs March 1, 2025 Identify key model sensitivities and specific calibration and verification methods Perform field verification
monitoring (if necessary)
March 2025 through
February 2026
Collect samples or data In coordination with CEC monitoring for any model verification and calibration
Progress meeting April 2026 Finalize model and provide outputs Draft far field model
report May 2026 Document model development and report results [Deliverable] Progress meeting May 2026 Discuss comments on draft report Final far field model
report
June 2026 Finalize report within two weeks of receiving comments including all model files and documentation [Deliverable]
Study report due July 31, 2026 NPDES permit submittal due date #2..
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Larry Walker Associates | Far-Field Dilution and Constituents of Emerging Concern Studies | 14 Proposal Provided to:

The Cities of Modesto and Turlock
and Del Puerto Water District
Larry Walker Associates, Inc.

4.2 CONSTITUENTS OF EMERGING CONCERN STUDY
Milestone/Activity Approximate
Date Note
Kick-off meeting
NVRRWP
At March 2024
notice to
proceed or
before pro bono
to accelerate
project
Set communication plan, roles and responsibilities, project schedule, and project goals and expectations
Draft Technical Approach
and regulator
engagement plan
March 15, 2024 Based on direction from NVRRWP develop technical approach, including constituent list, and rationale [Deliverable]
Progress meeting March 31, 2024 Review proposed technical approach and regulatory engagement Central Valley Water
Board staff meeting April 8, 2024 Meeting to present technical approach for feedback. Central Valley Water Board may request that DDW attend.

Request and review
available information April 15, 2024
Public CEC data are already available (e.g., Delta RMP), but the State Water Contractors (SWC) and others have collected data in the study area that should be reviewed
Progress meeting May 22, 2024 Update on progress and present workplan outline Central Valley Water
Board staff meeting June 1, 2024 Optional meeting depending on initial input from Central Valley Water Board Draft work plan June 15, 2024 Submit draft work plan to NVRRWP [Deliverable] Final work plan July 15, 2024 Submit final work plan to NVRRWP within two weeks of receiving comments [Deliverable]
Monitoring Plan Due August 1, 2024 NPDES permit submittal due date Central Valley Water
Board staff meeting October 15, 2024 Discuss any comments from Central Valley Water Board and provide responses Prepare sample
collection plan and
quality assurance project
plan (QAPP)
March 1, 2025 Sample collection plan includes logistics and other planning specifications to fully implement workplan.

Perform field monitoring
(if necessary)
March 2025
through February
2026
Collect samples for one year or at the work plan frequency or otherwise as specified in the work plan. For each event, provide email updates on any work plan deviations and summary results
Progress meeting and
report outline April 2026 Provide study results and initial interpretation and report outline.

Draft CEC report May 2026 Draft report based on outline [Deliverable] Progress meeting May 2026 Discuss comments on draft report Final CEC report June 2026 Finalize report within two weeks of receiving comments [Deliverable] Study Report Due July 31, 2026 NPDES permit submittal due date #2..
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Larry Walker Associates | Far-Field Dilution and Constituents of Emerging Concern Studies | 15 Proposal Provided to:

The Cities of Modesto and Turlock
and Del Puerto Water District
Larry Walker Associates, Inc.

5. LEVEL OF EFFORT
A finding from DDW that the NVRRWP water reuse is a SWSAP would significantly impact the NVRRWP given the requirements of the SWA regulations. No SWA assessment examples have comparable distances between discharge and raw water intake. Because of the significance of this work, a comprehensive level-of-effort estimate is provided here. It may be possible to reduce the level of effort after or during the Far-Field Dilution Study workplan development. The level of effort for both studies will be determined in great part by the consultations required with the Central Valley Water Board (both Far-Field and CEC) and DDW (CEC only).

Productive and efficient engagement with these regulatory agencies will be critical in determining the scope of technical work. The level of effort for Workplan and monitoring plan development is expected to be higher than is typical, since some key technical assumptions (e.g., allowed modeling error, target thresholds), access to data sources, and reporting requirements will not be well known until the regulatory agencies and stakeholders are fully engaged. Ideally, the initial study development will reduce these unknowns and help establish an agreed-upon framework for the analysis. The studies can be performed in coordination for efficiency; however, it may be necessary to separate some meetings or document reviews to engage regulatory agencies better and efficiently resolve issues.

5.1 FAR-FIELD DILUTION STUDY
The expected Far-Field Dilution Study labor hours by staff level are shown in the figure below for each task included in the RFP scope. Additionally, an “optional” field verification task was included as a placeholder for tracer monitoring in coordination with sample collection in the CEC study. The NVRRWP is not a SWSAP; DDW generally requires tracer studies to determine whether the percent wastewater in the augmented reservoir is greater than 1% or 10% to determine the required additional drinking water treatment. Previously, the LWA Team estimated that the percent wastewater at the O’Neil forebay was in this range under worst-case monthly averages and other conservative assumptions.
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Larry Walker Associates | Far-Field Dilution and Constituents of Emerging Concern Studies | 16 Proposal Provided to:

The Cities of Modesto and Turlock
and Del Puerto Water District
Larry Walker Associates, Inc.

5.2 CONSTITUENTS OF EMERGING CONCERN (CEC) STUDY
The expected CEC Study labor hours by staff level are shown in the figure below for each task included in the RFP scope. The LWA Team expects that the CEC monitoring plan development and implementation can be performed efficiently due to fewer unknowns. The primary design parameters to resolve with the Central Valley Water Board and DDW will be the number of monitoring locations, the number of sampling events, and the list of CECs. The CEC study requirements suggest a relatively narrow number of locations (effluent and downstream); however, there may be some advantage to collecting upstream and multiple downstream locations. The level of effort shown below assumes quarterly events for one year at up to four locations. The actual constituent list should not change the labor cost significantly; however, some CECs can require specialty laboratories to ensure good data quality and low detection limits. Therefore, the cost will increase as the number of samples increases, including necessary quality control samples.

The City of Turlock, with assistance from LWA, performed a nutrient characterization study in the effluent and DMC for more than four years. The level of effort for this CEC study would be similar to that prior study for sample collection, with additional special sample collection methods to minimize low-level contamination and possible sample collection at additional locations. The LWA Team could potentially reduce the proposed level of effort if the NVRRWP provided some field staff assistance. Alternatively, the LWA Team could add a local subconsultant to minimize travel time to the study locations. However, because the LWA Team would recommend quarterly events, travel and mobilization costs should not be significant. #2..
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LARRY WALKER ASSOCIATES
APPENDIX 1

RESUMES
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Personnel Experience & Qualifications
Mr. Laurenson is an Executive Vice President with technical and project management expertise in the wastewater, stormwater monitoring, and regulatory assistance fields. Mr.

Laurenson has over 27 years of experience developing monitoring programs, negotiating NPDES Permit conditions, and implementing permit-required special studies. Mr. Laurenson has performed comprehensive water quality monitoring and assessment programs that evaluated the impact of municipal separate stormwater system (MS4), publicly owned treatment works (POTW), and combined sewer system (CSS) discharges under NPDES permits. Mr. Laurenson has led teams developing automated data pipeline projects to streamline data acquisition, data review, and data visualization for MS4s and POTWs as an efficient means to report to the public and prepare annual reports. Mr. Laurenson is currently the California Stormwater Quality Association (CASQA) California Monitoring Council alternate representative and serves on the Delta Regional Monitoring Program (RMP) Contaminant of Emerging Concern (CEC) Technical Advisory Committee (TAC).

City of Modesto and City of Turlock NPDES Permit Renewal (2022-2023) Mr. Laurenson was the LWA project manager on a consultant team and led the NPDES permit renewal task of the project for the City of Modesto in coordination with the City of Turlock and Del Puerto Water District for the joint discharge to the Delta Mendota Canal (DMC). The North Valley Regional Recycled Water Program (NVRRWP). The NVRRMP is a joint project to provide the Del Puerto Water District with reclaimed water using the DMC.

The DMC is operated by the Bureau of Reclamation and joins with the State Water Project facilities downstream of the discharge. The permit renewal included negotiation of the terms of a study to evaluate the percent of wastewater reaching drinking water diversion points based on comments from the Division of Drinking Water.

City of Modesto and City of Turlock NPDES Permit Renewal (2003-2022) Mr. Laurenson has also previously led ROWD preparaton, permit renewals, and permit studies for both the City of Modesto and the City of Turlock. Beginning in 2003, Mr.

Laurenson developed the near-field mixing and dynamic modeling studies to evaluate metals' effluent limitations for the City of Modesto. Beginning in 2006, Mr. Laurenson provided this same support for the City of Turlock. In addition to the Delta Mendota Canal discharge permit, Mr. Laurenson led the San Joaquin River NPDES permit renewals for the City of Modesto in 2008, 2012, and the conversion to the General Permit in 2022. Mr.

Laurenson led San Joaquin River NPDES permit renewals for the City of Turlock 2010 and 2015.

North Valley Regional Recycled Water Program NPDES Permit (2013-2016) Mr. Laurenson was the NPDES permit issuance project manager for the North Valley Regional Recycled Water Program (NVRRWP), providing a new water source for agricultural customers in the Del Puerto Water District (DPWD). The NPDES permit allows the Cities of Modesto and Turlock to discharge tertiary treated municipal wastewater into the Delta Mendota Canal (DMC). Mr. Laurenson led the preparation of the discharge permit application including the Antidegradation Analysis Report and additional analysis of potential water quality impacts, and led the project team through the permitting process with the Central Valley Regional Water Quality Control Board. Mr. Laurenson assisted the Brian Laurenson, P.E.

Executive Vice President

EDUCATION
M.S. Environmental
Engineering, 1995,
University of California,
Berkeley
B.S. Civil and Environmental
Engineering, 1993,
University of California, Davis

REGISTRATIONS
Professional Engineer, State of
California, Certificate No.

C57401

YEARS OF EXPERIENCE
With LWA: 27 years
With other Firms: 2 years

PROFESSIONAL

AFFILIATIONS
California Water Quality
Monitoring Council MS4
Alternate Member
Delta Regional Monitoring
Program MS4 Phase 1 Technical
Advisory Committee Member
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Brian Laurenson, P.E.

Executive Vice President
cities in responding to technical and monitoring comments related to water rights protests for the removal of the discharges from the San Joaquin River.

Sacramento Regional Sanitation District Permit Renewal and Compliance (2020-2023) Mr. Laurenson is the project manager overseeing the renewal of the NPDES permit. The renewal considers the District’s EchoWater upgrade with both biological nutrient removal (BNR) and tertiary treatment facilities (TTF). Mr. Laurenson led the team in early completion of the Report of Waste Discharge (ROWD) including management of the hydrodynamic model developed by the consultant team that considers discharge and receiving water interaction. Mr. Laurenson prepared the request for time schedule orders, draft permit comments, and infeasibility analyses required for the permit renewal expected in the first half of 2021. During permit implementation in 2021-2023, Mr. Laurenson prepared evaluations of disinfection byproduct compliance and prepared a request for a permit amendment to consider additional available dilution. Mr. Laurenson requested a schedule order to allow additional time to start up and fully commission the tertiary treatment facilities.

City of Sacramento Combined Sewer System 2010-current
Mr. Laurenson was the project manager and is now the senior technical advisor overseeing the monitoring, reporting, data analysis, and regulatory assistance for the combined system discharges to the Sacramento River. Mr. Laurenson led the team preparing the water quality assessment, demonstrating the combined system's benefits, the updated Plan of Operations, CIWQS data preparation, and annual reporting. Mr. Laurenson assisted the city in developing NPDES permit compliance strategies by preparing the water quality assessment, coordinating with the long-term control strategy, and developing the methylmercury control study work plan. Mr. Laurenson assisted the City with NPDES permit negotiations in 2014-2015 that led to the optimization of river monitoring efforts and incorporation of TMDL and effluent limitations that were more achievable than previous permits and again in 2019-2020. Mr. Laurenson assisted in the implementation of the Pathogen Study as through the Delta Regional Monitoring Program on behalf of the City. Mr. Laurenson is now implementing an assessment monitoring program in preparation for Report of Waste Discharge due in September 2024.

Sacramento Regional Sanitation District Hyalella Azteca Study 2011-2015 Mr. Laurenson was the technical and regulatory lead on the permit-required Hyalella azteca as a whole effluent toxicity (WET) feasibility study. Mr. Laurenson developed the work plan to assess the method development requirements and potential technical issues associated with using Hyalella azteca as a water column test species.

Sacramento Stormwater Quality Partnership Monitoring and Regulatory Support, Sacramento, CA. 1996-current
As project manager of a multi-consultant team, Mr. Laurenson provides regulatory, technical, and monitoring support services to the Partnership. Mr. Laurenson currently leads the discharge and receiving water monitoring effort to fulfill the Partnership's NPDES requirements. Regulatory assistance includes preparing Report of Waste Discharge materials, monitoring and special study planning assistance/negotiation with Regional Water Board, and preparing the Water Quality Assessment Report for the permit renewal. Mr. Laurenson is assisting the Partnership with technical review of their Regionwide NPDES scheduled for June 2016. Mr. Laurenson was the lead facilitator and led the LWA team that completed the Priority Water Quality Constituent (PWQC) assessment and developed and completed Reasonable Assurance Analysis (RAA) technical work and documentation. Mr. Laurenson assists the Partnership with evaluation of BMP performance including development and use of the #2..
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Brian Laurenson, P.E.

Executive Vice President
Watershed Treatment Model and other mechanistic and stochastic models to determine estimates of loads of constituents removed and the overall benefit of structural and non-structural controls. Mr.

Laurenson assists the Partnership in program effectiveness assessments and as-needed participation in regulatory processes such as the Central Valley Drinking Water Policy, the Delta Regional Monitoring Program, the Delta Methylmercury TMDL, Contaminants of Emerging Concern monitoring, and other stakeholder participation efforts. Along with the Partnership team, Mr. Laurenson successfully negotiated the technical work plan for the contaminants of emerging concern study and worked with stakeholders to have the Delta RMP fund and implement the study. #2..
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Personnel Experience & Qualifications
Dr. Mitchell Mysliwiec, Senior Engineer, demonstrates his NPDES permitting and wastewater management skills at LWA. He has over 20 years of experience and is responsible for NPDES/WDR permitting and TMDL development and implementation.

He also develops/analyzes/evaluates methods to ensure appropriate water quality objectives are maintained at the discharge and watershed scales. Prior to joining LWA in 2001, Dr. Mysliwiec worked as a post-doctorate researcher and lecturer for lower and upper-division engineering courses at the University of California, Davis. He serves as a co-chair of the CASA Regulatory Work Group. Representative projects include the following:

Technical and Policy Services Special Projects, Central Valley Clean Water Association Collaborated with Regional Water Board staff to develop white papers on hardness selection for CTR metals criteria calculation and the necessity for alkalinity adjustment to maintain stable biological nitrification. NPDES permit review assistance and comment on issues affecting WWTPs across the Central Valley Region.

Report of Waste Discharge & Tracer Study, City of Yuba City Project Manager for NPDES permit renewals. Coordinated preparation of ROWD.

Facilitated meeting with the Regional Water Board to address discharge-specific issues, including mixing zone application, pond use, and effluent limitation calculation procedure. Performed technical analyses including mixing zone study and CORMIX modeling to meet SIP requirements, dynamic model for WQBEL calculations for copper, zinc, lead, and ammonia, review of aluminum criteria and aluminum WER study development, antidegradation analysis, evaluation of appropriate hardness selection for CTR metals criteria, de minimis mercury mass load modeling, and coordinated subconsultant work. Provide ongoing permit assistance. Completed a water quality study for the City’s disposal ponds, and potential impacts of flood-induced discharge. Assisted in the Regional Water Board presentation preparation Permit hearing. Water quality modeling to support the design of a new diffuser.

Dissolved Oxygen Modeling, Sacramento Regional County Sanitation District NPDES permit renewal assistance. Dissolved oxygen modeling of the Sacramento River to determine downstream effects of discharge and appropriate UOD limitations.

Continuous sensor modeling of dissolved oxygen and related parameters in the Sacramento River. Developed appropriate WQBEL from dynamic model output.

Attended Regional Board meetings regarding modeling approach and Thermal Plan compliance. Prepared antidegradation analyses and associated modeling efforts for the proposed future discharge condition incorporating treatment improvements.

Participated in permit development process.

Mitch Mysliwiec, Ph.D.

Senior Engineer

EDUCATION
Ph.D., Environmental
Engineering, 2000,
University of California, Davis
M.S., Environmental
Engineering, 1994,
University of California, Davis
B.S. (Summa Cum Laude), Civil
Engineering, 1992,
Syracuse University

REGISTRATIONS
Passed the Fundamentals of
Engineering in 1992.

Professional exam is pending.

YEARS OF EXPERIENCE
With LWA: 21 years
With other Firms: 4 years

PROFESSIONAL

AFFILIATIONS
CASA Regulatory Work Group,
Water Committee Co-Chair
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Personnel Experience & Qualifications
Mitch Mysliwiec, Ph.D.

Senior Engineer
Dilution Modeling, Department of Water Resources
NPDES permit renewal for the William E. Warne Power Plant. Developed work plans for dilution monitoring and modeling. Coordinated technical analyses of mixing zone study demonstrating available dilution. Verified CORMIX modeling with field measured dilution incorporating cumulative discharge to account for unique discharge configuration. Managed CORMIX modeling to meet SIP requirements.

Assisted in the Regional Water Board presentation of findings.

NPDES Permit Compliance, City of Colfax
Project Manager for NPDES permit compliance and special studies. Evaluated the ability to comply with current permit and developed solutions to identified issues. Developed plan for lining a storage pond to comply with permit requirements and settlement agreement. Assisted City with technical issues in a Federal Court settlement proceeding. Provided groundwater flow and quality analyses. Performed water balance analysis to determine if storage ponds met 100-year annual precipitation 2 foot freeboard requirements. Determined the appropriate actions to prevent a potential emergency overflow condition for a wastewater storage pond. Developed alternatives to increase facility capacity. Evaluated wastewater treatment plant with stress test to determine available capacity increase. Facilitated the consideration of compliance projects in-lieu of MMPs for ACLs. Developed SEP where compliance projects were not appropriate. Prepared ROWD and assisted City with NPDES permit renewal. Prepared monitoring strategy to detect leaks from Pond 3 liner, should they occur. Assisted in the Regional Water Board presentation preparation Permit hearing.

Dilution Impacts Study, Monterey One Water
Task Manager evaluation of impacts to available dilution under scenarios of increased water recycling, and accepting desalinization brine. Dilution modeling, water quality and compliance acceptance, and presentations to stakeholders. Assisted in the development of a stair-step dilution value approach to assess compliance to account for changing dilution and concentrations in the discharge as RO concentrate is mixed with increasing volumes of secondary effluent.

Permit Support, City of San Luis Obispo
Task Manager for the City of San Luis Obispo’s Water Reclamation Facility Dilution Study for the NPDES permit renewal. Primary responsibilities included the study development and implementation of monitoring, conducted modeling, and final report development.

Tracer Test Study, Sonoma County Water Agency
Tracer Test Study. Designed and performed a study for Sonoma Valley Treatment Plant to determine contact time within the chlorine contact chamber. Employed continuous ion selective sensor to measure tracer exiting disinfection tank. Using regression and advection-dispersion equations, determined plant was compliant with contact time regulations for tertiary disinfected recycled water. Discussed methodology and benefits of employing a continuous fluoride probe to members of the Regional Board and the California Department of Public Health. Report has been approved by the CDPH.

NPDES Permit Compliance, City of Manteca
NPDES permit compliance. Conducted plume study for support of Thermal Plan exception and CORMIX modeling. Performed field studies and coordinated sub-consultants to assess potential thermal impacts of discharge. Additional mixing zone analysis with CORMIX to define seasonal impacts on various fish species. Antidegradation analysis preformed for increased discharge flowrate. #2..
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Personnel Experience & Qualifications
Mr. Díaz is a Project Engineer and serves for LWA's work in the groundwater and watershed management fields. He has 4 years of experience studying groundwater systems in California’s Central Valley and the Sacramento-San Joaquin Delta. He is proficient in the development and review of numerical hydrologic models. His responsibilities also include the collection of soil, surface water, and groundwater field data, as well as the design and installation oversight of monitoring wells.

Groundwater
Shasta Valley Groundwater Sustainability Plan, Siskiyou County Flood Control & Water Conservation District, CA. 2023 - Present. Siskiyou County, CA.

Project Engineer for the update of the Shasta Watershed Groundwater Model (SWGM) developed in the MODFLOW One-Water Hydrologic Flow Model (MF-OWHM) platform.

Work efforts included quality assurance and quality control (QA/QC) of converting preand post-processing files from R to Python, and updating the observations dataset using new monitoring data.

Wastewater
St. Helena WWTRP Groundwater Quality Monitoring, City of St. Helena, CA. 2023 - Present. Napa County, CA.

Project Engineer for the quarterly groundwater monitoring report preparation.

Responsibilities encompassed monitoring groundwater levels and the collection of samples for parameters such as total coliforms, total dissolved solids, biological oxygen demand, total suspended solids, electrical conductivity, total Kjeldahl nitrogen, ammonia, nitrate, chloride, and pH.

Work efforts extended to data processing and results reporting, involving a QA/QC process for laboratory results. Water quality results were compared against benchmarks, including water quality objectives, drinking water maximum contaminant levels, and historical medians. Statistical tests such as Wilcox Rank-Sum and MannWhitney assessed correlations between well concentrations over time. In addition, groundwater level contours and hydraulic gradients were calculated using QGIS and Python.

José Tomás Díaz Casanueva, EIT
Project Engineer II-B

EDUCATION
M.S., Civil and Environmental
Engineering, 2019,
University of California,
Berkeley,
Berkeley, CA
B.S., Industrial Engineering,
2017, Pontifical Catholic
University of Chile,
Santiago, Chile

REGISTRATIONS
Engineer in Training

YEARS OF EXPERIENCE
With LWA: 1 month
With other Firms: 4 years

PROFESSIONAL

AFFILIATIONS

SPECIALIZED TOOLS
QGIS
ARCGIS

MODFLOW
IWFM
Python
R
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Personnel Experience & Qualifications
José Díaz
Project Engineer II-B
Work History
HydroFocus, Hydrologist, 2019-2023
Tetra Tech, Environmental Engineer I, 2019
Cambio Global UC, Entry-Level Consultant, 2018
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Professional Profile
Brian has 23 years of experience in water resources planning and management working with water agencies in California. His experience includes managing complex multi-objective water resources management planning projects focusing on surface water supply, groundwater, water demand, water quality, flood and stormwater management, ecological resources and climate change. He has worked with federal, state and local water agencies to develop water management planning and policy documents; facilitate stakeholder communication and engagement; and to formulate and interpret technical studies and analyses.

Related Experience
Del Puerto Water District, CA and San Joaquin River Exchange Contractors Water Authority, CA – Del Puerto Canyon Reservoir. Task manager for reservoir operations and flood impacts analyses performed for Feasibility Study of proposed Del Puerto Canyon Reservoir on Del Puerto Creek, a tributary of the San Joaquin River.

Led efforts to develop a Goldsim model to simulate proposed reservoir operations and to perform flood modeling and damage assessment using HEC-RAS and HAZUS.

US Bureau of Reclamation, CA – Sacramento-San Joaquin Basins Study. Project Manager on a collaborative effort to assess the effects of future climate change and of potential adaptation strategies in the Central Valley water management system using the CalLite and WEAP models; managed coordination between Reclamation, DWR and other stakeholders; led development of a Basins Study report including a system risk and reliability assessment of future system risks and assessment of potential water management action portfolios.

US Bureau of Reclamation, CA – Central Valley Project Integrated Resource Plan. Managed planning and technical tasks to develop a technical approach to evaluate system risks under future climate and socioeconomic changes in Central Valley water system using the CalLite and WEAP models; led development of an integrated model package to perform tradeoff analyses for water management actions for water supply, water quality, river temperature, economics, and power objectives.

US Bureau of Reclamation, CA - Upper Sacramento River Daily Operations Model Development.

Project Manager for development of an operations model of the upper Sacramento River in the CalSim software capable of simulating reservoir operations and river routing on a daily time-step.

US Bureau of Reclamation, CA – Upper Stanislaus River Hydrology and Operations Study. As Task Manager, led development of an operations model of the Upper Stanislaus River watershed in the CalSim software, including development of a historical hydrology using USGS and CDEC data and simulation of operating rules for Calaveras County WD North Fork Stanislaus River Project, Oakdale ID Tri-Dam Project and PG&E Spring Gap-Stanislaus Project.

US Bureau of Reclamation, CA – American River Daily Model Development. As Task Manager, led development of an operations model of the American River watershed in the CalSim software, including development of a historical hydrology using USGS and CDEC data and simulation of operating rules for PCWA Middle Fork Project, SMUD Upper American River Project, EID El Dorado Project, PG&E Chili Bar Project, and GDPUD Stumpy Meadows Project.

Education
• Masters, Civil & Environmental Engineering,
University of California-Davis
• Bachelors, Civil Engineering, University of
California-Davis
Registrations
• Professional Civil Engineer - CA, 63250
Professional Associations
• American Society of Civil Engineers
Brian Van Lienden, pe
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Resumes
Palmdale Water District, CA – Strategic Water
Resources Plan. Project Manager for the development
of an update to the District’s previous Strategic Water Resources Plan. The Project will examine water supply
strategies to meet future uncertainty through use of
WEAP and IP Tool platforms. The planning process also
includes development and implementation of a stakeholder engagement plan and a programmatic EIR.

California Department of Water Resources
(DWR), CA – CALFED Common Assumptions.

Task Manager for multi-agency (California Bay Delta
Authority, DWR, and Reclamation) effort to establish a
common set of management and policy assumptions and
technical tools to support the CALFED Surface Storage
Investigations; assisted in development of a framework
for model integration between CALSIM and other
hydrologic, economic, ecosystem and power models
using a common set of assumptions; managed the task
to perform quantification and characterization of water transfers, conservation, recycling, conjunctive use, and other local supply projects.

California Department of Water Resources
(DWR), CA – Monterey PLUS EIR. As Task Manager,
led analysis of the State Water Project (SWP) delivery
impacts of the Monterey Amendments to the SWP
contracts, developed technical appendix, and presented
results to the EIR Committee.

Cachuma Conservation Release Board –
Hydrologic Analysis to Support CCRB. Currently
supporting CCRB in performing hydrologic analysis support for the Cachuma Project related to the ESA Section 7 consultation and the SWRCB Water Rights Order;
including development and application of the Santa Ynez River RiverWare model and development of technical
documentation for presentation at CCRB Board meetings.

Carpinteria Valley Water District, CA -
Independent Yield Analysis of the Cachuma
Project. Project manager for an independent analysis
to evaluate the current safe yield of the Cachuma Project using the RiverWare model; technical reviewer for
RiverWare model simulations of Cachuma Project scenarios; developed technical memorandum and summary report to describe approach and findings.

Del Puerto Water District, CA – North Valley
Regional Recycled Water Program. Led successful
WIIN (Water Infrastructure for Improvements for the
Nation Act) applications resulting in more than $8 million in grant awards.

City of Santa Barbara, CA - Enhanced Urban
Water Management Plan. Senior technical advisor
and reviewer for effort to perform Riverware modeling
and analysis of Cachuma program system under multiple
scenarios to predict sustainability for internal planning and to meet DWR’s 2020 Urban Water Management
Planning requirements.

Cuyama Basin Groundwater Sustainability
Agency, CA – Cuyama Basin Groundwater
Sustainability Plan (GSP) Development. As
project manager, led project team efforts to engage with stakeholders, develop a numerical groundwater model
and water budget, establish sustainable management
criteria, evaluate potential projects and actions and
develop a monitoring program and implementation plan
to complete a robust GSP for the Cuyama Groundwater
Basin that satisfies SGMA requirements and meets the
needs of the Basin.

Cuyama Basin Groundwater Sustainability
Agency, CA – GSP Implementation. As project manager, currently leading project team efforts to implement the GSP that was submitted in January 2021, including
development of Annual Reports, management of basin
monitoring program, data management, numerical modeling updates, aquifer testing, and stakeholder outreach and engagement, and assistance with responding to
comments on the submitted GSP.

Camrosa Water District, CA - Strategic Plan and
Facilities Master Plan. Managing the development
of a multi-phase planning process beginning with Board
workshops to develop the strategic vision, mission, goals and strategies to guide the District’s next water resource and facilities Master plan update. Brian is working closely with staff on progressively developing and implementing a master planning framework and process to meet the
outcomes of the strategic plan as well as near-term CIP needs for rate analysis and drought response as well as longer-term strategies for future water independence
and resilience.

North of River Sanitary District, CA – Recycled
Water Partnership Opportunities Assessment.

Currently assisting the NORSD in identifying and engaging potential partners for utilization of recycled water supply that will be made available from future NORSD
treatment plant expansion. Performed technical analysis to screen potential partners and led outreach meetings
with potential partners representatives to discuss water needs and likely end uses to form the basis of a potential agreement.

Kern County Water Agency, CA – GSP
Implementation Support for Pioneer GSA.

Currently providing senior technical management and
client, agency staff and stakeholder engagement support for implementation of the chapter GSP developed for the Pioneer GSA, including development of Annual Report
and support for responding to DWR determination on
Kern subbasin GSP.
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EXHIBIT B
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EXHIBIT B
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

February 05, 2024
Date: January 8, 2024
TO: Economic Development Committee
Chris Ricci, Chair
Eric Alvarez, Vice-Chair
Sue Zwahlen, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Approve First Amendment for Pump Station Rejuvenation Services CONTACT: Jeremy Parnell, (Acting) Water Division Manager, [email protected] , 209- 342-4599
DESCRIPTION:

Consider the First Amendment to the Pump Station Rejuvenation Services to Don Pedro Pump, Hughson, CA, to a revised total amount of $3,598,700 over five years and forwarding to Council for approval. (Funding Source: Storm Drainage Fund, Sewer Operations Fund and Water Fund) STRATEGIC PLAN ELEMENT:

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

BACKGROUND:

The City owns and operates 91 water well sites, which have a production (pumping) capacity of 156 million gallons of water per day. This system provides water to approximately 76,000 connections and serves over 280,000 customers. The Water Division operates and maintains these pump stations to ensure reliable fire protection and water service to City customers.

The City also owns and operates 66 storm and sewer lift stations, pumping average dry weather flows of 27 million gallons per day, and over 100 million gallons per day during peak wet weather flows. This system conveys sewage to the wastewater treatment plant on Sutter Avenue. Storm water is pumped to Dry Creek, Tuolumne River, Modesto Irrigation District (MID) and Turlock Irrigation District (TID) canals. The Wastewater Division maintains the sewer and storm lift stations and wastewater treatment plant processes, ensuring the lift stations and treatment plant operate reliably.

Water well sites, storm/sewer lift stations, and pumping facilities require periodic rejuvenation, including repair and replacement of equipment. If not properly maintained, reduced reliability of these facilities could affect the delivery of water to City customers, water pressures for fire #3..
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Economic Development Committee, February 05, 2024
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suppression and the necessary transfer of storm and sewer flows. Failure of any of these facilities could impact the health and safety of our customers and result in significant regulatory fines and penalties.

On April 11, 2017, by Resolution No. 2017-138, Council authorized the award of bid for the furnishing of pump station rejuvenation services to Don Pedro Pump, Hughson, CA, as “Primary” Contractor, and Howk Systems, Modesto, CA, as “Secondary” Contractor, for a two year agreement with three one-year extension options at the sole discretion of the City, for an estimated annual cost of $600,000, and $3,000,000 over five years, and authorizing the City Manager, or his designee, to issue purchase agreements for an estimated annual cost of $600,000.

On December 14, 2021, by Resolution No. 2021-492, Council authorized the extension of termination dates of four purchasing agreements as defined under Attachment A, approving termination dates for the services stated herein; and authorizing the Purchasing Manager, or her designee, to execute amendments to the identified purchase agreements.

On September 13, 2022, by Resolution No. 2022-388, Council authorized the award of bid for the furnishing of pump station rejuvenation services to Don Pedro Pump, Hughson, CA for a two-year agreement with three one-year extension options for an estimated annual amount of $350,000 and $1,974,350 over five years and authorizing the City Manager, or his designee, to execute the agreement.

DISCUSSION:

During the first calendar year of this newly established agreement, ten (10) water well sites were rehabilitated, and four (4) tank sites had booster pumps replaced along with various repairs for the Wastewater and Water Divisions.

A first amendment to the Don Pedro Pump agreement is due to an increase in needed repairs and maintenance at various tank, pump station and well sites throughout our system. These necessary repairs exceeded our initial estimated annual spend and we are trending to spend the same amount going into the second year of the current agreement. The increased costs due to inflation continue to be problematic for many of our agreements and are being reviewed on a case-by-case basis.

Both Divisions will need to continue to schedule work with Don Pedro Pump to keep operations running and remain in compliance with State regulations.

Modesto Municipal Code Section 8-3.203 generally requires all purchases which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204 (f) where the Purchasing Manager, in his or her discretion, determines that it is appropriate to amend the services or goods provided under an existing agreement to include additional or similar good or services, of limited quantity or scope, in order to increase efficiency and avoid delays or disruptions to City projects or services. This Amendment qualifies for the exception for these reasons.

FISCAL IMPACT:

Expenditures for calendar years one and two (year to date) for pump station rejuvenation services under the current agreement are listed in the following table:
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Economic Development Committee, February 05, 2024
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Contract Year Current
Expenditures
Revised Projected
Expense
Year 1 $562,513 $350,000
Year 2 - YTD $163,441 $700,000
Year 3 $ - $770,000
Year 4 $ - $847,000
Year 5 $ - $931,700
TOTAL $725,954 $3,598,700
The cost for these services will be covered by the Water Fund (4100), Sewer Operations Fund (4210), and Storm Drainage Fund (4480) through existing budget, with the current year estimated amount of $700,000 and the following three years budgeted with a potential 10% increase in costs annually. The revised total amount over five years is projected not to exceed $3,598,700.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendation:

Motion recommending the First Amendment increasing the Agreement amount with Don Pedro Pump, Hughson, CA for pump station rejuvenation services by $1,624,350 from $1,974,350 to a new total amount of $3,598,700 over the term of the Agreement; and forwarding to Council for approval.

Approved by:

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

1. Amendment to Agreement

2. Original Agreement
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FIRST AMENDMENT TO AGREEMENT

WITH DON PEDRO PUMP FOR PUMP STATION REJUVINATION SERVICES This First Amendment to the Agreement for pump station rejuvenation services (“First Amendment”) is entered into between the CITY OF MODESTO, a municipal corporation of the State of California (hereinafter the “CITY”) and Don Pedro Pump (hereinafter “CONTRACTOR”) entered into by the parties on the ________ day of ____________, 2024.

RECITALS
This First Amendment to the Agreement for pump station rejuvenation services is made with regard to the following recitals:

WHEREAS, CITY and CONTRACTOR previously entered into an Agreement for the pump station rejuvenation services on the 19th day of September, 2022 (the “Original Agreement”), and
WHEREAS, CITY and CONTRACTOR desire to amend the Original Agreement by increasing the previously approved estimated annual amount from $350,000 to an estimated annual amount of $700,000, and
WHEREAS, CITY and CONTRACTOR desire to amend the Original Agreement by increasing the previously approved not to exceed amount over five years from $1,974,350 to a not to exceed amount over five years of $3,598,700, and NOW, THEREFORE, in consideration of this First Amendment, and the mutual promises, covenants, and stipulations contained in the Original Agreement and this First Amendment, the parties agree as follows:

1. Section 1e, paragraph 1, “Scope of Work” of the Original Agreement is deleted and replaced as follows:
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“CONTRACTOR shall furnish said services at the following agreement rates, for an estimated annual amount of $700,000 and a total amount not to exceed $3,598,700 over five years.”

2. Except as modified and amended by this First Amendment, all other provisions of the Original Agreement, shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this First Amendment to Agreement for pump station rejuvenation services by its City Manager and attestation by its City Clerk under authority of Resolution No. 2024 - ________, adopted by the Council of the City of Modesto on the ________ day of ___________, 2024, and Don Pedro Pump has caused this First Amendment to be duly executed as of the Effective Date.
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

February 05, 2024
Date: January 05, 2024
TO: Economic Development Committee
Chris Ricci, Chair
Eric Alvarez, Vice-Chair
Sue Zwahlen, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Jessica Hill, Director of Community and Economic Development SUBJECT: Acceptance of the Clean California Local Grant Program Cycle 2 Grant CONTACT: Cue Tan, Business Analyst,
[email protected], 209-571-5540
DESCRIPTION:

Consider the Department of Transportation (CalTrans) Clean California Local Grant Program Cycle 2 Grant in the amount of $3,129,000 for the Downtown Revitalization Project and forwarding to Council for approval. (Funding Source: Clean California Local Grant Program) STRATEGIC PLAN ELEMENT:

The recommended action supports the City’s Strategic Plan Area of Focus: Quality of Life, Goal B: “Increase pride in Modesto’s diverse neighborhoods and business districts through beautification efforts and by investing in community assets and amenities”.

BACKGROUND:

In 2019, the City of Modesto conducted citywide community surveys which identified blight as one of the most pressing issues for residents. On December 10, 2019, Council approved by Resolution 2019-555 the 2020-2025 Blight Abatement Strategy, developed through collaborations with community members, local partnerships, other agencies, and internal City departments. The strategy outlines initiatives for blight abatement on public and private property, encourages public and private partnerships, and further action to minimize and mitigate blight.1
The Department of Transportation (CalTrans) Clean California Local Grant Program is a competitive statewide fund created to enhance communities and improve spaces for public use, including beautification and cleaning of local streets, roads, tribal lands, parks, pathways, transit centers and other public spaces. The Program is part of the nearly $1.1 billion Clean California 1 https://www.modestogov.com/DocumentCenter/View/18350/Blight-Abatement-Strategy-Printable-PDF #4..
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Economic Development Committee, February 5, 2024
Acceptance of the Clean California Local Grant Program Cycle 2 Grant

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initiative and approximately $100 million is allocated for local communities as part of the Program Cycle 2 announced in 2022.2
The Program aims to achieve the following goals:
 Reduce the amount of waste and debris within public rights-of-way, pathways, parks, transit centers, and other public spaces.
 Enhance, rehabilitate, restore, or install measures to beautify and improve public spaces and mitigate the urban heat island effect.
 Enhance public health, cultural connections, and community placemaking by improving public spaces for walking and recreation.
 Advance equity for underserved communities.

On February 14, 2023, by Resolution No. 2023-058, Council authorized the submittal of application(s) to the Department of Transportation (CalTrans) Clean California Local Grant Program.

The City of Modesto applied for the Program Cycle 2 grant with a project titled Downtown Revitalization that addresses blight concerns and revitalization efforts in Downtown Modesto.

DISCUSSION:

On November 07, 2023, The City of Modesto was notified by CalTrans of being selected as a Cycle 2 awardee for the Program. The award amount totals $3,129,000 in grant funds with no local match requirements.

The grant funds will be utilized towards the following five activities:
 Reinvigorate the City’s mural culture by increasing lighting, resurfacing the space, and adding pavers to “Mural Alley” to make the space more welcoming and accessible for the public to enjoy the public art. Improvements to Mural Alley will also include the following:
o Restoring and repairing 10th St planter boxes.
o A water pollution control plan.
o Trash enclosures to hide existing dumpsters in the alley. o Installation of catch basins, manholes and utility boxes to finish grade. o An architectural alleyway arch.
 Implement wayfinding signage and community markers to popular sites in Downtown will create uniform signage to help direct visitors to the sites.  Anti-litter signs in alignment with the City’s commitment to maintaining a clean and aesthetically pleasing environment.
 Installation of tamper-resistant waste containers to improve the City’s overall beautification efforts and serve as effective advertising spaces.  The formulation of a comprehensive Mural Master Plan, which will serve as a guiding document and include identifying potential mural locations, emphasizing city and community values that can inspire mural themes, and pinpointing 25 new mural sites within Downtown.
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Economic Development Committee, February 5, 2024
Acceptance of the Clean California Local Grant Program Cycle 2 Grant

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Activity Estimated Costs
Improvements to Mural Alley & planter repair $2,883,000 Wayfinding Signage and Community Markers $51,000
Anti-Litter Signs $25,000
Tamper-Resistant Waste Containers $79,000
Mural Master Plan $91,000
Total $3,129,000
The Program operates as a reimbursement and the grant project period is from September 15, 2023, through June 30, 2026. Commencement of reimbursable work on the project can begin following a fully executed Restricted Grant Agreement with CalTrans and Notice to Proceed.

FISCAL IMPACT:

The Program Cycle 2 grant does not require matching funds. The grant will result in amending the Fiscal Year 2023-2024 Multi-Year Operating Budget to establish a project for Downtown Revitalization in the amount of $3,129,000.

CEQA/NEPA REQUIREMENTS:

CEQA requirements will be completed prior to going to construction.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending acceptance of the Department of Transportation (CalTrans) Clean California Local Grant Program Cycle 2 Grant in the amount of $3,129,000 for the Downtown Revitalization Project, amending the Fiscal Year 2023-2024 Multi-Year Operating Budget, and forwarding to Council for approval.

Approved by:

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

1. Grant Agreement
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City of Modesto
Agreement Number: CCL-5059-265
AMS ADV ID: 1024000058

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Clean California Local Grant Program (State)
Restricted Grant Agreement
This Restricted Grant Agreement (RGA), between the State of California acting by and through its Department of Transportation, referred to herein as CALTRANS, and the CITY OF MODESTO, hereinafter referred to as AGENCY, will commence on September 15, 2023, or upon approval by CALTRANS, whichever occurs later. This RGA is of no effect unless approved by CALTRANS.

AGENCY shall not receive payment for work performed prior to approval of this RGA and before receipt of Notice to Proceed from CALTRANS. This RGA shall expire on December 31, 2026.

Recitals

1. Under this RGA, CALTRANS intends to convey State restricted grant funds to AGENCY, pursuant to Budget Act Line Item 2660-130-0001, who will implement the project pursuant to the attached Approved Grant Application and Amendment(s) to Grant Application, Attachment III under the terms, covenants, and conditions of this RGA.

2. CALTRANS and AGENCY intend that only funds that are authorized as restricted grants will be subject to this RGA, and that no funds that should be the subject of a Joint Powers Agreement, Interagency Agreement, or other non-grant agreement shall be subject to this RGA.

Now, Therefore, based upon the terms, covenants, and conditions of this RGA, the parties agree as follows:

Section I
AGENCY Agrees:

To timely and satisfactorily complete all Project work described in Attachment III (“Project Work”) within the project budget and in accordance with the items of this RGA.

Section ll
CALTRANS Agrees:

That when conducting an audit of the costs claimed by AGENCY under the provisions of this RGA, to conduct the audit in accordance with applicable laws and regulations.

Section lII
It Is Mutually Agreed:

1. Under this RGA, CALTRANS will convey State grant restricted funds to AGENCY, pursuant to Budget Act Line Item 2660-130-0001, and AGENCY will use the funds to only conduct the scope of work identified in this agreement and authorized by Streets and Highway Code section 91.41. The funds subject to this RGA must be identified as available to a public entity that is responsible for implementing the scope of work authorized under the Clean California Local Grant Program in CALTRANS’ budget, and AGENCY represents and warrants that it is a public entity that is responsible for implementing the scope of work authorized under the Clean California Local Grant Program.
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2. Under this restricted grant, funds may be only used for the purposes set forth in this RGA, AGENCY Resolution (Attachment IV), Approved Grant Application and Amendment(s) to Grant Application (Attachment III), and the Grant Program Guidelines (Attachment I), and the funds may only be used for costs and expenses that are directly related to such purpose.

3. AGENCY shall perform all the duties and obligations described in the Downtown Revitalization project, hereinafter “Project”, subject to the terms and conditions of this RGA and Approved Grant Application and Amendment(s) to Grant Application (Attachment III), which are attached hereto as Attachment III.

4. The resolution authorizing AGENCY to execute this RGA pertaining to the above-described Project is attached hereto as Attachment IV.

5. AGENCY agrees that it is not requesting an advance payment, and that it may not hereafter request an advance payment.

6. All services performed by AGENCY pursuant to this RGA shall be subject to and performed in accordance with California Streets and Highways Code §91.41 including, but not limited to, Government Code Section 14460(a)(1), as well as all applicable Federal, State, and Local laws, regulations, and ordinances, all applicable CALTRANS policies and procedures, and all applicable CALTRANS published manuals, including, but not limited to, the Grant Program Guidelines (Attachment I).

California Government Code Section 14460(a)(1) provides: “The department [CALTRANS], and external entities that receive state and federal transportation funds from the department, are spending those funds efficiently, effectively, economically, and in compliance with applicable state and Federal requirements. Those external entities include, but are not limited to, private for profit and nonprofit organizations, local transportation agencies, and other local agencies that receive transportation funds either through a contract with the department or through an agreement or grant administered by the department.”
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7. Project funding is as follows:

Fund Title* Fund Source Dollar Amount
Clean California Local Grant
Funds
State General Fund (0001)
Budget Item 2660-130-0001
State Program Code 20.30.010.900
FY 2023/24 $3,129,000.00
Cash Local Match Agency Provided $0.00
Value of Third-Party In-Kind
Contributions
Agency Provided $0.00
Total of Local Funds Agency Provided $0.00
Total of other fund sources
(not in-kind contributions)
Agency Provided $0.00
Total Participating Costs $0.00
Total Non-Participating Costs $0.00
Total Project Costs $3,129,000.00
Notes: *Means the amounts in this column only include participating costs.

No in-kind contributions may be made unless the amount and type of the contribution is identified above.

For Caltrans Use Only
I hereby Certify upon my own personal knowledge that budgeted funds are available for encumbrance.

Accounting Officer Printed
Name
Accounting Officer
Signature
Date Amount Certified

8. This RGA is exempt from the legal review and approval by the Department of General Services, pursuant to Legal Opinions of the Attorney General: 58 Ops. Cal. Atty. Gen. 586 (1975), 63 Ops.

Cal. Atty. Gen. 290 (1980), 74 Ops. Cal. Atty. Gen. 10 (1991), and 88 Ops. Cal. Atty. Gen. 56.

9. Notification of Parties
a. AGENCY’s Project Manager for Project is Jessica Hill, 209-577-5321. b. CALTRANS’ District Grant Manager is Sardar Khan, 760-920-5567. “District Grant Manager” as used herein includes his/her designee.
c. All notices herein provided to be given, or which may be given, by either party to the other, shall be deemed to have been fully given when made in writing and received by the parties at their respective addresses:

Jennie Yee 10/24/2023 $3,129,000.00
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City of Modesto
Attention: Jessica Hill, Director of Community and Economic Development Phone Number: (209) 577-5321
Email: [email protected]
1010 10th Street, Suite 3100
Modesto, California 95354
California Department of Transportation
District 10/Division of Local Assistance
Attention: Sardar Khan, PE, Transportation Engineer
Phone Number: (760) 920-5567
[email protected]
1976 East Dr. Martin Luther King Jr. Blvd.

Stockton, CA 95205

10. Period of Performance
a. Reimbursable work under this RGA shall begin no earlier than on September 15, 2023, following the written approval of CALTRANS and AGENCY’s receipt of the Notice to Proceed letter of this RGA by CALTRANS. All reimbursable work shall terminate no later than June 30, 2026. Project closeout and final invoicing to CALTRANS must be submitted no later than November 1, 2026. Work incurred after June 30, 2026 will not be reimbursed. Payment shall be forfeit for any and all invoicing submitted to CALTRANS after November 1, 2026.

Notwithstanding the foregoing, Caltrans will reimburse for actual close out costs incurred by AGENCY through November 1, 2026 (which, in total, shall not exceed 5% of the grant award). b. If requested by the CALTRANS District Grant Manager, AGENCY will attend a kickoff meeting with CALTRANS to be scheduled within one (1) week from receipt of Notice to Proceed sent by CALTRANS.

11. Changes in Terms/Amendments
This Agreement may only be amended or modified by mutual written agreement of the parties.

12. Cost Limitation
a. The maximum total amount granted and reimbursable to AGENCY pursuant to this RGA by CALTRANS shall not exceed $3,129,000.00.
b. It is agreed and understood that the CCLGP funds are limited to the amount granted.

CALTRANS will only reimburse the cost of services actually incurred in accordance with the provisions of this RGA and as authorized by the CALTRANS District Grant Manager at or below that fund limitation established herein.

13. Termination
a. CALTRANS reserves the right to terminate this RGA upon written notice to AGENCY at least 30 days in advance of the effective date of such termination in the event CALTRANS determines (at its sole discretion) that AGENCY failed to proceed with Project Work in accordance with the terms of this RGA. In the event of termination for convenience, CALTRANS will reimburse AGENCY for all allowable, authorized, and non-cancelled costs up to the date of termination.

AGENCY shall return any unused advance amounts which cannot be supported by eligible expenditure documentation.
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party at least 30 days in advance of the effective date of such termination. In the event of termination for convenience, CALTRANS will reimburse AGENCY for all costs that are expressly allowable, pre-authorized in writing, and non-cancellable, up to the date of termination. c. AGENCY has 60 days after the Termination Date to submit accurate invoices to CALTRANS to make final allowable payments for Project costs in accordance with the terms of this RGA.

Failure to submit invoices within this period of time shall result in a waiver by AGENCY of its right to reimbursement of expended costs. Costs that are reimbursed and later determined to be ineligible for reimbursement shall be returned by AGENCY to CALTRANS.

14. Budget Contingency Clause
a. It is mutually agreed that if the US Congress or the State Legislature fail to appropriate or allocate funds during the current year and/or any subsequent years covered under this RGA do not appropriate sufficient funds for the program, this RGA shall be of no further force and effect.

In this event, CALTRANS shall have no liability to pay any funds whatsoever to AGENCY or to furnish any other considerations under this RGA and AGENCY shall not be obligated to perform any provisions of this RGA.
b. If funding for any fiscal year is reduced or deleted by US Congress or State Legislature for purposes of this program, CALTRANS shall have the option to either terminate this RGA with no liability occurring to CALTRANS, or offer an RGA Amendment to AGENCY to reflect reduced amount.

15. Payment and Invoicing
a. AGENCY, its contractors, subcontractors, and sub-recipients shall establish and maintain an accounting system and records that properly accumulate and segregate incurred Project costs and matching funds by line. The accounting system of AGENCY, its contractors, all subcontractors, and sub-recipients shall conform to Generally Accepted Accounting Principles (GAAP) and any standards specified by the source of funds, to enable the determination of incurred costs at interim points of completion, and to provide support for reimbursement payment vouchers or invoices.
b. The method of payment for this RGA will be based on the actual allowable costs that are incurred in accordance with the provisions of this RGA and in the performance of the Approved Grant Application and Amendment(s) to Grant Application (Attachment III). CALTRANS will reimburse AGENCY for expended actual allowable direct costs, and including, but not limited to, labor costs, travel, and contracted consultant services costs incurred by AGENCY in performance of the Project Work. Indirect costs are reimbursable only if the AGENCY has identified the estimated indirect cost rate in Attachment II and an approved Indirect Cost Allocation Plan or an Indirect Cost Rate Proposal as set forth in Section III–Cost Principles, Item 16d. The total cost shall not exceed the cost reimbursement limitation set forth in Section III–Cost Limitations, Item 11a. Actual costs shall not exceed the estimated wage rates, labor costs, travel, and other estimated costs and fees set forth in Attachment III without an amendment to this RGA, as agreed between CALTRANS and AGENCY. c. Reimbursement of AGENCY expenditures will be authorized only for those allowable costs actually incurred by AGENCY in accordance with the provisions of this RGA and in the performance of Project Work. AGENCY must not only have incurred the expenditures on or after the start date and the issuance of the Notice to Proceed letter for this RGA and before the Expiration Date but must have also paid for those costs to claim any reimbursement. d. The AGENCY indirect cost rate must be approved in writing by the California Department of #4..
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Transportation Independent Office of Audits and Investigations or federal cognizant agency before any reimbursement payment is made by CALTRANS to AGENCY for such cost. e. Travel expenses and per diem rates are not to exceed the rate specified by the State of California Department of Human Resources for similar employees (i.e. non-represented employees) unless written verification is supplied that government hotel rates were not then commercially available to AGENCY, its subrecipients, contractors, and/or subcontractors, at the time and location required as specified in the California Department of Transportation's Travel Guide Exception Process at the following link: https://travelpocketguide.dot.ca.gov/.

Also see website for summary of travel reimbursement rules. f. AGENCY shall submit invoices to CALTRANS at least every six months, but no more frequently than monthly, in arrears upon completion of project tasks, milestone and/or deliverables in accordance with the Project Timeline in Attachment III to the satisfaction of CALTRANS District Grant Manager. Invoices shall reference this RGA Number and shall be signed and submitted to CALTRANS District Grant Managerhttps://dot.ca.gov/-/media/dot-media/programs/localassistance/documents/lapm/ch05.pdf, as stated in Section III–Notification of Parties, Item 8c. g. Invoices shall be complete with all of the following sections in the invoice completed:
1) Section 1: Invoice
2) Section 2: Indirect Cost Calculation, if the AGENCY is seeking reimbursement for indirect costs
3) Section 3: Billing Summary
4) AGENCY shall submit a completed detailed contractor award package, including final cost estimates, to CALTRANS after the project has been awarded to the contractor. The award package shall be submitted to CALTRANS with the first invoice that the AGENCY is seeking reimbursement for the contractor for.
h. Incomplete or inaccurate invoices shall be returned to the AGENCY unapproved for correction.

Failure to submit invoices on a timely basis may be grounds for termination of this RGA for material breach per Section III–Termination, Item 12.
i. CALTRANS will reimburse AGENCY for all allowable Project costs at least every 6 months, but no more frequently than monthly, in arrears as promptly as CALTRANS fiscal procedures permit upon receipt of an itemized signed invoice.
j. The RGA Expiration Date refers to the last date for AGENCY to incur valid Project costs or credits and is the date this RGA expires. AGENCY has until November 1, 2026 to make final allowable payments to Project contractors or vendors, and submit the Project’s Final Report, as defined in Attachment I and a final invoice to CALTRANS for reimbursement for allowable Project costs. Any unexpended Project funds not invoiced by the 60th day will be reverted and will no longer be accessible to reimburse late Project invoices contractor. k. The final invoice will be paid upon submission by AGENCY to CALTRANS and acceptance by CALTRANS of the Final Delivery Report. Complete final delivery reports and invoices must be submitted to CALTRANS by November 1, 2026.

16. Local Match Funds
a. AGENCY shall contribute not less than a proportional cash amount toward the services described herein on a monthly or 6-month basis. Notwithstanding the foregoing, to the extent that in-kind contributions are permitted and identified under this RGA, Section III–Project #4..
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Funding, Item 6, the contributions may be counted as cash only when they are actually received by the AGENCY and confirmed by CALTRANS. Except where expressly allowed in writing herein, reimbursement of credits for local matching funds and in-kind contributions will be made or allowed only for work performed on and after the initial date of this Agreement and on or before June 30, 2026.
b. AGENCY agrees to contribute the statutorily required local contribution of matching funds if any is specified within this RGA or in any Attachment hereto, toward the actual cost of the services described in Attachment III. AGENCY shall contribute not less than its required match amount toward the services described herein. Local cash and in-kind match requirements can be found in the Grant Program Guidelines (Attachment I); but AGENCY must fully satisfy the local cash and in-kind match amount and percentage identified in Section III, Paragraph 7 with the final invoice.

17. Quarterly Progress Reporting
a. AGENCY shall submit written quarterly progress reports to the CALTRANS District Grant Manager to determine if AGENCY is performing to expectations, on schedule, within funding cost limitations, communicating interim findings, and to afford occasions for airing difficulties respecting special problems encountered so that remedies can be developed.

18. Cost Principles
a. AGENCY agrees to comply with Title 2, Code of Federal Regulations (CFR), Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.
b. AGENCY agrees, and will assure that its contractors, sub-recipients, in-kind contributors, and subcontractors will be obligated to agree, that (a) Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31, et seq., shall be used to determine the allowability of individual Project cost items and (b) all parties shall comply with Federal administrative procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.

Every sub-recipient receiving Project funds as a sub-recipient, contractor, or subcontractor under this RGA shall comply with Federal administrative procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards to the extent applicable. c. Any Project costs for which AGENCY has received payment or credit that are determined by subsequent audit to be unallowable under 2 CFR, Part 200, and/or Part 48, Chapter 1, Part 31, are subject to repayment by AGENCY to CALTRANS. Should AGENCY fail to reimburse moneys due CALTRANS within 30 days of discovery or demand, or within such other period as may be agreed in writing between the parties hereto, CALTRANS is authorized to intercept and withhold future payments due AGENCY from CALTRANS or any third-party source, including, but not limited to, the State Treasurer, the State Controller, or any other fund source.
d. Prior to AGENCY seeking reimbursement of indirect costs, AGENCY must have identified estimated indirect cost rate in Attachment II, prepare and submit annually to CALTRANS for review and approval an indirect cost rate proposal and a central service cost allocation plan (if any) in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards and Chapter 5 of the Local Assistance Procedures Manual which may be accessed at: https://dot.ca.gov/-/media/dot- #4..
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media/programs/local-assistance/documents/lapm/ch05.pdf. e. AGENCY agrees and shall require that all its agreements with consultants and subrecipients contain provisions requiring adherence to this section in its entirety except for section c, above.

19. Americans with Disabilities Act
By signing this Agreement, AGENCY assures CALTRANS that in the course of performing Project Work, it will fully comply with the applicable provisions of the Americans with Disabilities Act (ADA) of 1990, as amended, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA (42 USC Section 12101 et seq.).

20. Iran Contracting Act and State of California Executive Order N-6-22 AGENCY must complete and submit to CALTRANS the Iran Contracting Act Certification certifying that AGENCY’S proposed contractor is not on the most current DGS list of Entities Prohibited from Contracting with Public Entities in California per the Iran Contracting Act, 2010 (https://www.dgs.ca.gov/PD/Resources/Page-Content/Procurement-Division-Resources-ListFolder/List-of-Ineligible-Businesses), before the Agreement has been executed, unless the proposed contractor is exempted from the certification requirement by Public Contract Code Section 2205(c) or (d). If claiming an exemption, the proposed contractor shall provide written evidence that supports an exemption under Public Contract Code Section 2203(c) or (d) before execution of the Agreement. Additionally, and to the extent applicable, AGENCY shall adhere to State of California Executive Order N-6-22, issued on March 4, 2022, with regard to proposed contractor.

21. Indemnification
a. Neither CALTRANS nor any officer or employee thereof is responsible for any injury, damage, or liability occurring by reason of anything done or omitted to be done by AGENCY, its officers, employees, agents, its contractors, its subrecipients, or its subcontractors under or in connection with any work, authority, or jurisdiction conferred upon AGENCY under this RGA.

It is understood and agreed that AGENCY shall fully defend, indemnify, and save harmless CALTRANS and all of CALTRANS’ officers and employees from all claims, suits, or actions of every name, kind, and description brought forth under, including, but not limited to, tortuous, contractual, likeness statutes under California Civil Code §§ 3344 and 3344.1, inverse condemnation, or other theories or assertions of liability occurring by reason of anything done or omitted to be done by AGENCY, its officers, employees, agents, contractors, subrecipients, or subcontractors under this RGA.
b. AGENCY agrees to fully defend, indemnify, and save harmless CALTRANS and all of its officers and employees from any and all claims, lawsuits, or legal actions, including reasonable attorneys’ fees and legal costs, relating to intellectual property claims arising from or related to the Project and/or any work procured under this RGA, including but not limited to claims based on (1) U.S. federal or state trademark infringement laws, (2) patent infringement laws (3) 17 U.S.C. §§ 101-810 (the Copyright Act of 1976, as modified), (4) 17 U.S.C. § 106A(a) (the Visual Artists Rights Act of 1990, “VARA”), (5) 17 U.S.C. § 113, (6) California Civil Code § 987 (the California Art Preservation Act), California Civil Code §989, or (7) any other rights arising under U.S. federal or state laws or under the laws of any other country that conveys rights and protections of the same nature as those conveyed under 17 U.S.C. §106A(a) and California Civil Code §987, including intellectual property claims arising from or related to breach of contract, inverse condemnation, conversion, and/or taking of property. #4..
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22. Nondiscrimination Clause (2 CCR 11105 Clause b)
a. During the performance of this RGA, the AGENCY, its contractors, its subrecipients, and its subcontractors shall not deny the contract's benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they discriminate unlawfully against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. AGENCY shall ensure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. b. AGENCY shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code Sections 12900 et seq.), the regulations promulgated thereunder (California Code of Regulations, Title 2, Sections 11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code Sections 11135-11139.5), and the regulations or standards adopted by CALTRANS to implement such article. c. AGENCY shall permit access by representatives of the Department of Fair Employment and Housing and CALTRANS upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours' notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or CALTRANS shall require to ascertain compliance with this clause.
d. AGENCY and its contractors, its sub-recipients, and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.
e. AGENCY shall include the nondiscrimination and compliance provisions of this clause in all agreements with its sub-recipients, contractors, and subcontractors, and shall include a requirement in all agreements with all of same that each of them in turn include the nondiscrimination and compliance provisions of this clause in all contracts and subcontracts they enter into to perform work under this RGA.

23. Retention of Records/Audits
a. AGENCY, its contractors, subcontractors, and sub-recipients, agree to comply with Title 2, Code of Federal Regulations (CFR), Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.
b. AGENCY, its contractors, subcontractors, and sub-recipients shall establish and maintain an accounting system and records that properly accumulate and segregate incurred Project costs and matching funds by line. The accounting system of AGENCY, its contractors, all subcontractors, and sub-recipients shall conform to Generally Accepted Accounting Principles (GAAP), enable the determination of incurred costs at interim points of completion, and provide support for reimbursement payment vouchers or invoices. All accounting records and other supporting papers of AGENCY, its contractors, subcontractors, and sub-recipients connected with Project performance under this RGA shall be maintained for a minimum of three (3) years from the date of final payment to AGENCY and shall be held open to inspection, copying, and audit by representatives of CALTRANS, the California State Auditor, and auditors representing the federal government. Copies thereof will be furnished by AGENCY, its contractors, its subcontractors, and sub-recipients upon receipt of any request made by CALTRANS or its #4..
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agents. In conducting an audit of the costs and match credits claimed under this RGA, CALTRANS will rely to the maximum extent possible on any prior audit of AGENCY pursuant to the provisions of State and AGENCY law. In the absence of such an audit, any acceptable audit work performed by AGENCY’s external and internal auditors may be relied upon and used by CALTRANS when planning and conducting additional audits. c. For the purpose of determining compliance with applicable State and AGENCY law in connection with the performance of AGENCY’s contracts with third parties pursuant to Government Code Section 8546.7, AGENCY, AGENCY’s sub-recipients, contractors, subcontractors, and CALTRANS, shall each maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of such contracts, including, but not limited to, the costs of administering those various contracts. All of the above referenced parties shall make such materials available at their respective offices at all reasonable times during the entire Project period and for three (3) years from the date of final payment to AGENCY under this RGA. CALTRANS, the California State Auditor, or any duly authorized representative of CALTRANS or the United States Department of Transportation, shall each have access to any books, records, and documents that are pertinent to a Project for audits, examinations, excerpts, and transactions, and AGENCY shall furnish copies thereof if requested. d. AGENCY, its subrecipients, contractors, and subcontractors will permit access to all records of employment, employment advertisements, employment application forms, and other pertinent data and records by the State Fair Employment Practices and Housing Commission, or any other agency of the State of California designated by CALTRANS, for the purpose of any investigation to ascertain compliance with this RGA.
e. Additionally, all grants may be subject to a pre-award audit prior to execution of this RGA to ensure AGENCY has an adequate financial management system in place to accumulate and segregate reasonable, allowable, and allocable costs.
f. Any contract with a contractor, subcontractor, or sub-recipient entered into as a result of this RGA shall contain all the provisions of this article.

24. Adjudication of Facts in Disputes
a. Any dispute concerning a question of fact arising under this RGA that is not disposed of by agreement shall be decided by the CALTRANS Contract Officer, who may consider any written or verbal evidence submitted by AGENCY. The CALTRANS Contract Officer shall issue a written decision within 30 days of receipt of the dispute. If AGENCY rejects the decision of the CALTRANS Contract Officer, AGENCY can pursue any and all remedies authorized by law. Neither party waives any rights to pursue remedies authorized by law.
b. Neither the pendency of a dispute nor its consideration by CALTRANS Contract Officer will excuse AGENCY from full and timely performance in accordance with the terms of this RGA.

25. INTENTIONALLY DELETED

26. Third-Party Contracts
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written notification by the CALTRANS District Grant Manager unless expressly included (subrecipient identified) in Attachment III as Project Work. b. All State-government-funded procurements must be conducted using a fair and competitive procurement process. AGENCY may use its own procurement procedures as long as the procedures comply with the local AGENCY’s laws, rules, and ordinances governing procurement and all applicable provisions of State law, including, without limitation, the requirement that the AGENCY endeavor to obtain at least three (3) competitive bids for solicitation of goods, services, and consulting services (see Public Contract Code, Section 2000 et. seq.); a qualifications-based solicitation process, for which statements of qualifications are obtained from at least three (3) qualified firms for architecture and engineering services (see Government Code, Section 4525 et. seq. and Chapter 10 of the Caltrans Local Assistance Procedures Manual); and, the applicable provisions of the State Contracting Manual (SCM), Chapter 5, which are not inconsistent with this Item 26, ThirdParty Contracts. The SCM can be found at the following link:
https://www.dgs.ca.gov/OLS/Resources/Page-Content/Office-of-Legal-Services-ResourcesList-Folder/State-Contracting. Chapter 10 of the Caltrans Local Assistance Procedures Manual can be found at the following link: https://dot.ca.gov/programs/localassistance/guidelines-and-procedures/local-assistance-procedures-manual-lapm. c. Any contract entered into as a result of this RGA shall contain all the provisions stipulated in this RGA to be applicable to AGENCY’s sub-recipients, contractors, and subcontractors.

Copies of all agreements with sub-recipients, contractors, and subcontractors, must be able to be provided upon request to the CALTRANS District Grant Manager. d. CALTRANS does not have a contractual relationship with the AGENCY’s subrecipients, contractors, or subcontractors, and the AGENCY shall be fully responsible for all work performed by its subrecipients, contractors, or subcontractors. e. Prior notification in writing by the CALTRANS District Grant Manager shall be required before AGENCY enters into any non-budgeted sub-agreement. AGENCY shall provide an evaluation of the necessity or desirability of incurring such costs. AGENCY shall retain all receipts for such purchases or services and shall submit them with invoices. f. Any contract entered into by AGENCY as a result of this RGA shall mandate that travel and per diem reimbursements and third-party contract reimbursements to subrecipients, contractors, and subcontractors, will be allowable as Project costs only after those costs are incurred and paid for by the subrecipients, contractors, and subcontractors. Travel expenses and per diem rates for subcontractors shall be reimbursed pursuant to Section III–Payment and Invoicing, Item 14b, above.

27. Drug-Free Workplace Certification
By signing this RGA, AGENCY hereby certifies under penalty of perjury under the laws of California that AGENCY will comply with the requirements of the Drug-Free Workplace Act of 1990 (Gov. Code Sections 8350 et seq.) and will provide a Drug-Free workplace by doing all of the following:
a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations, as required by Government Code Section 8355(a). b. Establish a Drug-Free Awareness Program as required by Government Code Section 8355(a)(2) to inform employees about all of the following:
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1) The dangers of drug abuse in the workplace.
2) The person's or organization's policy of maintaining a Drug-Free workplace. 3) Any available counseling, rehabilitation, and employee assistance programs. 4) Penalties that may be imposed upon employees for drug abuse violations. c. Provide, as required by Government Code Section 8355(a)(3), that every employee who works on the proposed contract or grant:
1) Will receive a copy of the company's Drug-Free policy statement. 2) Will agree to abide by the terms of the company's statement as a condition of employment on the contract or grant.
d. Failure to comply with these requirements may result in suspension of payments under this RGA or termination of this RGA or both, and AGENCY may be ineligible for the award of any future state contracts if CALTRANS determines that any of the following has occurred: (1) AGENCY has made a false certification or, (2) AGENCY violates the certification by failing to carry out the requirements as noted above.

28. Relationship of Parties
It is expressly understood that this agreement is executed by and between two (2) independent governmental entities and is not intended to, and shall not be construed to, create the relationship of agent, servant, employee, partnership, joint venture or association, or any other relationship whatsoever other than that of an independent party.

29. State-Owned Data
a. AGENCY agrees to comply with the following requirements to ensure the preservation, security, and integrity of State-owned data on portable computing devices and portable electronic storage media:
1) Encrypt all State-owned data stored on portable computing devices and portable electronic storage media using government-certified Advanced Encryption Standard (AES) cipher algorithm with a 256-bit or 128-bit encryption key to protect CALTRANS data stored on every sector of a hard drive, including temp files, cached data, hibernation files, and even unused disk space.
2) Data encryption shall use cryptographic technology that has been tested and approved against exacting standards, such as FIPS 140-2 Security Requirements for Cryptographic Modules.
3) Encrypt, as described above, all State-owned data transmitted from one computing device or storage medium to another.
4) Maintain confidentiality of all State-owned data by limiting data sharing to those individuals contracted to provide services on behalf of the State, and limit use of State information assets for State purposes only.
5) Install and maintain current anti-virus software, security patches, and upgrades on all computing devices used during the course of the Agreement. 6) Notify the CALTRANS District Grant Manager immediately of any actual or attempted violations of security of State-owned data, including lost or stolen computing devices, files, or portable electronic storage media containing State-owned data. #4..
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7) Advise the owner of the State-owned data, the AGENCY Information Security Officer, and the AGENCY Chief Information Officer of vulnerabilities that may present a threat to the security of State-owned data and of specific means of protecting that State-owned data. b. AGENCY agrees to use the State-owned data only for State purposes under this Agreement. c. AGENCY agrees to not transfer State-owned data to any computing system, mobile device, or desktop computer without first establishing the specifications for information integrity and security as established for the original data file(s) (State Administrative Manual (SAM) Section 5335.1).

30. CALTRANS’ Use of “Before” and “After” Project Photographs a. AGENCY acknowledges it provided a “Before” photograph of the Project with the AGENCY’s application for the Clean California Local Grant Program. AGENCY acknowledges and agrees it must provide an “After” photograph of the Project as part of the close out reporting process.
b. AGENCY warrants it is the copyright owner of the “Before” and “After” Project photographs. c. Neither the “Before” nor “After” Project photographs shall include the faces of any individuals.
d. AGENCY grants to CALTRANS an irrevocable, perpetual, royalty-free, sublicensable, unlimited, worldwide license to prepare derivative works, make, publish, display, and distribute two-dimensional reproductions and/or copies, digitally and in print, of the “Before” and “After” Project photographs, or derivatives thereof, for non-commercial purposes or any State government purposes. This includes, but is not limited to, reproductions used in brochures, media publicity, public outreach campaigns (including television and social media campaigns), education, and exhibition catalogues or other similar publication. e. When applicable, AGENCY shall obtain and provide to CALTRANS any and all documentation CALTRANS reasonably determines is necessary or desirable to perfect the license described in this RGA to CALTRANS. This documentation shall be provided to CALTRANS within fifteen (15) days of written notice that this documentation is required.

31. Limited Grant of Rights to CALTRANS for Use of Educational Programming (“educational programming”) Created or Produced for Project and Visual Art Located Outside of State Right-ofWay (“Artwork”) Created or Produced for Project a. Educational programming:
i. AGENCY shall obtain from any and all copyright owner(s) of educational programming a sublicensable, irrevocable, perpetual, royalty-free, unlimited, worldwide license to prepare derivative works, make, publish, display, and distribute two-dimensional reproductions and/or copies, digitally and in print, of the educational programming created or produced for Project under this RGA, or derivatives thereof, for non-commercial purposes or any State government purposes. This includes, but is not limited to, reproductions used in brochures, media publicity, public outreach campaigns (including television and social media campaigns), education, exhibition catalogues or other similar publication. AGENCY shall obtain any and all other intellectual property rights necessary to make this grant to CALTRANS as described in this RGA.
ii. AGENCY grants to CALTRANS an irrevocable, perpetual, royalty-free, sublicensable, unlimited, worldwide license to prepare derivative works, make, publish, display, and distribute two-dimensional reproductions and/or copies, digitally and in print, of the educational programming created or produced for Project under this RGA, or derivatives thereof, for non-commercial purposes or any State government purposes. This includes, but is not limited to, reproductions used in brochures, media publicity, public outreach campaigns #4..
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(including television and social media campaigns), education, and exhibition catalogues or other similar publication.
iii. When applicable, AGENCY shall obtain and provide to CALTRANS any and all documentation CALTRANS reasonably determines is necessary or desirable to perfect the license or sublicense described in this RGA to CALTRANS. This documentation shall be provided to CALTRANS within fifteen (15) days of written notice that this documentation is required.
iv. To the extent any logos, including trademarks or service marks, belonging to third parties and/or the AGENCY are used on educational programming created or produced for Project under this RGA, AGENCY agrees to obtain and grant all necessary rights for CALTRANS to use and allow agents of CALTRANS to use the logos in connection with use of the educational programming for non-commercial purposes or State government purposes. This includes but is not limited to reproductions used in brochures, media publicity, public outreach campaigns (including television and social media campaigns), education and exhibition catalogues or other similar publication. This documentation shall be provided to CALTRANS within fifteen (15) days of written notice that this documentation is required. b. Artwork:
i. AGENCY shall obtain from the artist(s), or any other copyright owner(s) of Artwork, a sublicensable, irrevocable, perpetual, royalty-free, unlimited, worldwide license to prepare derivative works, make, publish, display, and distribute two-dimensional reproductions and/or copies, digitally and in print, of Artwork created or produced for Project under this RGA, or derivatives thereof, for non-commercial purposes or any State government purposes. This includes, but is not limited to, reproductions used in brochures, media publicity, public outreach campaigns (including television and social media campaigns), education, and exhibition catalogues or other similar publication. AGENCY shall obtain any and all other intellectual property rights necessary to make this grant to CALTRANS as described in this RGA.
ii. AGENCY grants to CALTRANS an irrevocable, perpetual, royalty-free, sublicensable, unlimited, worldwide license to prepare derivative works, make, publish, display, and distribute two-dimensional reproductions and/or copies, digitally and in print, of Artwork created or produced for Project under this RGA, or derivatives thereof, for non-commercial purposes or any State government purposes. This includes, but is not limited to, reproductions used in brochures, media publicity, public outreach campaigns (including television and social media campaigns), education, and exhibition catalogues or other similar publication.
iii. AGENCY shall obtain and provide to CALTRANS any and all documentation CALTRANS reasonably determines is necessary or desirable to perfect the license or sublicense described in this RGA to CALTRANS. This documentation shall be provided to CALTRANS within fifteen (15) days of written notice that this documentation is required.

32. Government Purpose Rights for Inventions
a. Inventions are any idea, methodologies, design, concept, technique, invention, discovery, improvement, or development regardless of patentability made solely by AGENCY or jointly with the AGENCY’s contractor, subcontractor and/or subrecipient during the term of this RGA and in performance of any work under this RGA, provided that either the conception or reduction to practice thereof occurs during the term of this RGA and in performance of work issued under this #4..
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RGA.
b. CALTRANS will have Government Purpose Rights to any inventions created as a result of the Project. “Government Purpose Rights” are the unlimited, irrevocable, worldwide, perpetual, royalty-free, non-exclusive rights, and licenses to use, modify, reproduce, perform, release, display, create derivative works from, and disclose any said invention. “Government Purpose Rights” also include the right to release or disclose said invention(s) outside CALTRANS for any State government purpose and to authorize recipients to use, modify, reproduce, perform, release, display, create derivative works from, and disclose the invention(s) for any State government purpose. “Government Purpose Rights” do not include any rights to use, modify, reproduce, perform, release, display, create derivative works from, or disclose the invention(s) for any commercial purpose.

33. Additional Intellectual Property Provisions
a. To the extent any intellectual property is created or produced for Project under this RGA, and not covered in other provisions of this RGA, AGENCY agrees to take reasonable steps to ensure that CALTRANS has the rights necessary to allow for use of the intellectual property in a fashion substantially similar to other rights for non-commercial uses and State government purposes described in this RGA.
b. If additional uses are reasonably determined to be needed by CALTRANS for public outreach purposes, AGENCY will obtain rights and grant CALTRANS and its agents said additional rights for use of the “Before” and “After” Project photos, Artwork created or produced for Project under this RGA, and educational programming created or produced for Project under this RGA. The grant will be an irrevocable, non-exclusive, perpetual, royalty-free, sublicensable, unlimited, worldwide license.
c. When requested to so do by AGENCY, all reproductions and/or copies by CALTRANS of “Before” or “After” Project photographs, educational programming, and Artwork shall contain a credit to the Artist/ Copyright owner(s) and a copyright notice in substantially the following form:
© [Artist/Copyright owner’s name, date of publication]. AGENCY bears sole responsibility to promptly notify CALTRANS, in writing, about instances where such accreditation is requested and provide the Artist/ Copyright owner’s name and date of publication. CALTRANS will make reasonable efforts to affix the copyright notice in a timely manner. d. Required disclaimer language for educational programming and Artwork created or produced for Project under this RGA.
i. Educational programming: AGENCY must place a disclaimer statement in a conspicuous manner on the educational programming created or produced for Project under this RGA a disclaimer that states the content of the educational programming does not reflect the official views or policies of CALTRANS. The educational programming does not constitute a standard, specification, or regulation.
ii. Artwork: AGENCY must place a disclaimer statement in a conspicuous manner on or in close proximately to the Artwork created or produced for Project under this RGA a disclaimer statement that the contents of the artwork do not reflect the official views or policies of CALTRANS.
e. Avoidance of Infringement: In performing work under this RGA, AGENCY and its employees agree to avoid designing or developing any items that infringe one or more patents or other intellectual property rights of any third party. If AGENCY or its employees becomes aware of any such possible infringement in the course of performing any work under this RGA, AGENCY or its employees shall immediately notify CALTRANS in writing. f. Contractors, Subcontractors, and Subrecipients: Through contract with its sub-recipients, contractors, and subcontractors, AGENCY shall affirmatively bind by contract all of its #4..
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contractors, subcontractors, subrecipients, and service vendors (hereinafter “AGENCY’s Contractor/Subcontractor/Subrecipient”) providing services under this RGA to conform to the provisions of paragraphs 31-33 of this RGA. In performing services under this RGA, AGENCY’s Contractor/Subcontractor/Subrecipient shall agree to avoid designing or developing any items that infringe one (1) or more patents or other intellectual property rights of any third party. If AGENCY’s Contractor/Subcontractor/Subrecipient becomes aware of any such possible infringement in the course of performing any work under this RGA, AGENCY’s Contractor/Subcontractor/Subrecipient shall immediately notify the AGENCY in writing, and AGENCY will then immediately notify CALTRANS in writing.

34. Visual Art Located on California State Right-of-Way AGENCY agrees if Project involves visual art located on California State right-of-way, Project must be submitted and adhere to CALTRANS’ most current Transportation Art Proposal process, policies, guidelines, and requirements. Information regarding CALTRANS’ Transportation Art program can be found at https://dot.ca.gov/programs/design/lap-landscape-architecture-andcommunity-livability/lap-liv-j-transportation-art. AGENCY bears sole responsibility for ensuring that any Project will be timely submitted through CALTRANS’ Transportation Art Proposal process, approved, and installed prior to any deadlines as required by this RGA. a. AGENCY acknowledges that funds provided by CALTRANS under this RGA shall not be used for maintenance outside of the project time limits as provided in this RGA. b. AGENCY acknowledges that the CALTRANS’ Transportation Art Proposal process requires, among other things, CALTRANS ownership of any tangible visual final artwork, an unlimited, irrevocable copyright assignment to CALTRANS of the final artwork, and waiver of moral rights under California Civil Code § 987 (the California Art Preservation Act) and 17 U.S.C. § 106A(a) (the Visual Artists Rights Act of 1990, “VARA”) of the final artwork. c. AGENCY acknowledges that any submittal to the CALTRANS’ Transportation Art Proposal process includes restrictions on the type of work that can be located on California State right-ofway.

35. Assumption of Risk and Indemnification Regarding Exposure to Environmental Health Hazards In addition to, and not a limitation of, AGENCY’s indemnification obligations contained elsewhere in this Agreement, AGENCY hereby assumes all risks of the consequences of exposure of AGENCY’s employees, agents, Subcontractors, Subcontractors’ employees, and any other person, firm, or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Agreement, to any and all environmental health hazards, local and otherwise, in connection with the performance of this Agreement. Such hazards include, but are not limited to, bodily injury and/or death resulting in whole or in part from exposure to infectious agents and/or pathogens of any type, kind, or origin. AGENCY also agrees to take all appropriate safety precautions to prevent any such exposure to AGENCY’s employees, agents, Subcontractors, Subcontractors’ employees, and any other person, firm or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Agreement. AGENCY also agrees to indemnify and hold harmless CALTRANS, the State of California, and each and all of their officers, agents, and employees, from any and all claims and/or losses accruing or resulting from such exposure. Except as provided by law, AGENCY also agrees that the provisions of this #4..
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paragraph shall apply regardless of the existence or degree of negligence or fault on the part of CALTRANS, the State of California, and/or any of their officers, agents and/or employees.

36. Mandatory Organic Waste Recycling
It is understood and agreed that pursuant to Public Resources Code Sections 42649.8 et seq., if proposed contractor generates two (2) cubic yards or more of organic waste or commercial solid waste per week, AGENCY shall ensure that the proposed contractor arrange for organic waste or commercial waste recycling services that separate/source organic waste for organic waste recycling. Proposed contractor shall provide AGENCY proof of compliance, i.e., organic waste recycling services or commercial waste recycling services that separate/source organic waste recycling. AGENCY must be able to provide this proof upon request from CALTRANS District Grant Manager.

37. Project Close Out/Closeout Report
a. AGENCY will provide a final close out report to the CALTRANS District Grant Manager no later than November 1, 2026.

CALTRANS reserves the right to inspect the project location prior to approving the final invoice and closeout report.
b. CALTRANS reserves the right to withhold final payment to AGENCY pending receipt and approval of the final closeout report by the CALTRANS District Grant Manager. c. Payments shall be forfeit if invoices are submitted after November 1, 2026.

38. ADA Compliance
All entities that provide electronic or information technology or related services that will be posted online by CALTRANS must be in compliance with Government Code Sections 7405 and 11135 and the Web Content Accessibility Guidelines (WCAG) 2.0 or subsequent version, published by the Web Accessibility Initiative of the World Wide Web Consortium at a minimum Level AA success. All entities will respond to and resolve any complaints/deficiencies regarding accessibility brought to their attention.

39. Prevailing Wages and Labor Code Compliance
AGENCY shall comply with any and all applicable labor and prevailing wage requirements in Labor Code Sections 1720 through 1815 and implementing regulations for any public works or maintenance contracts and subcontracts executed for the AGENCY’s work on or for the Project.

40. In the event of any inconsistency between the provisions which constitute this RGA, the following order of precedence shall apply:

I. This Restricted Grant Agreement (as amended);
II. The CALTRANS Local Grant Program Guidelines;
III. Approved Indirect Cost Rate (if applicable);
IV. Approved Grant Application (as amended); and
V. AGENCY Resolution.

41. Survival
AGENCY’s representations, the indemnification provisions in paragraph 21, intellectual property provisions in paragraphs 30, 31, 32, and 33, and all other provisions which by their inherent character #4..
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establish ongoing obligations shall remain in full force and effect, regardless of any expiration and/or termination of this RGA.

42. Sanctions
No agreements under this RGA shall be made with individuals and/or entities that are determined to be a target of sanctions by the State of California while such sanctions are in effect.
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Section IV
Attachments:

The following attachments are incorporated into, and are made a part of this RGA by this reference and attached hereto.

I. Grant Program Guidelines
II. Approved Indirect Cost Rate (if applicable)
III. Approved Grant Application and Amendment(s) to Grant Application (if applicable) IV. AGENCY Resolution
In Witness Whereof, the parties hereto have executed this RGA on the day and year first herein above written:

STATE OF CALIFORNIA

DEPARTMENT OF TRANSPORTATION

CITY OF MODESTO
By: By:

Printed Name:

Gretchen Chavez
Printed Name:

Title:

Office Chief
Office of Innovative Programs
Division of Local Assistance
Title:

Date: Date:

By:

Printed Name:

Title:

Date:
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

February 5, 2024
Date: January 26, 2024
TO: Economic Development Committee
Chris Ricci, Chair
Eric Alvarez, Vice-Chair
Sue Zwahlen, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Forrest Ebbs, Deputy City Manager & Simi Bhangoo, Management Analyst SUBJECT: Agreements for Real Estate Brokerage Services
CONTACT: Forrest Ebbs, Deputy City Manager, [email protected], 209-577-9149 DESCRIPTION:

Consider an Agreement with CBRE, Sacramento, CA, Kosmont Real Estate Services dba Kosmont Realty, Manhattan Beach, CA, and PMZ, Modesto, CA, for Real Estate Brokerage Services to Evaluate the Use, Marketability, Valuation, Marketing, Sale of Designated Surplus Real Property, and/or the Acquisition and Purchase of New Properties for a total amount not to exceed $900,000 over three years and forwarding to Council for approval. (Funding Source:

Various Department Funds)
STRATEGIC PLAN ELEMENT:

The recommended action supports the City’s 2020-2025 Strategic Plan Initiatives: Invest in Beautification Efforts by increasing pride in Modesto’s diverse neighborhoods and business districts and investing in community assets and amenities.

BACKGROUND:

The City of Modesto has completed the process of inventorying its real property assets.

To further this effort, the City wishes to continue the process of evaluating and selling surplus and/or underutilized properties in its portfolio. The City of Modesto is seeking a Real Estate firm with significant experience in the evaluation and marketing of real property assets for a municipal entity. The City requires the services of a licensed real estate broker to evaluate the use, marketability, and valuation, as well as the marketing, sale of designated surplus property. Successful candidates will also be available for oncall real estate services including services for purchase of properties for the City.

DISCUSSION:

The City of Modesto needs qualified real estate brokerage firms who have experience working with public agencies to evaluate the use, marketability, valuation, marketing, and sale of #5..
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designated surplus real property owned by the City of Modesto and/or to assist with the acquisition and purchase of new properties.

The Real Estate Firm(s) will perform the following tasks on an as-needed basis, and will report directly to the City Manager and/or Deputy City Manager:
 Evaluate properties owned by the City of Modesto, as identified by City staff, and recommend the best approach to maximize return.
 Evaluate potential properties for acquisition by the City of Modesto, as identified by City staff.
 Review and evaluate potential uses of property, consistent with the requirements of the Modesto Zoning Code and other applicable laws.
 Provide a current value estimate for each property, including:
 Valuation
 Market trends and projections
 Governing jurisdictions’ land use requirements
 Options for dispensation of properties that may currently or historically contain hazardous materials contamination.
 Provide a disposition recommendation for each property.  Prioritize opportunities for disposal and identify properties that have the greatest potential to maximize revenue or other City goals in the shortest period consistent with applicable laws.
 Recommend the best approach for disposition (sale, auction, other) of each property considering the financial return and time to achieve the return, in compliance with any laws applicable to the disposal of property by the City.  Provide advice on marketing strategies.
 Represent and negotiate on behalf of the City of Modesto during the sale transactions of underutilized and/or surplus properties.  Prepare and produce marketing materials and advertisements; complete offer documents; communicate with interested parties.
 Market property; analyze offers; recommend best offer; coordinate completion of necessary appraisal, survey, and/or title work.
 Make presentations to City Management and/or City Council, as requested.

On October 12, 2023, the Purchasing Division issued Request for Proposal (RFP) 2223-60RB for Real Estate Broker Services on the City’s Planet Bids public bidding website under various commodity codes1. Prospective bidders were notified online of the bid opportunity. Twenty-four (24) companies downloaded the RFP document from Planet Bids.

Four (4) companies chose to respond, there was (1) local proposal received. An evaluation committee comprised of three (3) City staff members which included a Deputy City Manager, Economic Development Manager, and Management Analyst evaluated the proposals. The evaluation was based on the response to the requirements to identify, review, evaluate, prepare, and recommend the RFP list of real estate activities, adherence to scope, firms’ 1 91889 – Real Estate/Land Consulting (including land survey consulting), 94615 – Appraisal Services, Real Estate, 95883 – Real Estate Management Services (to include listing and sales services), 96100 – Miscellaneous Services, No. 1 (not otherwise classified), 96200 – Miscellaneous Services, No. 2 (not otherwise classified), 99884 – Real Estate (Incl. Buildings, Houses, Land, Etc.), Sale of surplus and obsolete items, sale of surplus and obsolete items. #5..
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specialization/qualifications of consultants, firms experience specifically meets the needs of the RFP, and completeness of RFP response. Based on being ranked in total evaluation criteria, the evaluation committee recommends the award of proposal for the Real Estate Brokerage Services to CBRE, Sacramento, CA, Kosmont Real Estate Services dba Kosmont Realty, Manhattan Beach, CA, and PMZ, Modesto, CA.

We have opted to award this to three marketing companies to ensure a diverse range of options and access to various talents.

Modesto Municipal Section 8-3.203 requires all purchases which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid. Based on the responsive and responsible proposers offering the Real Estate Brokerage Services which conforms to the Modesto Municipal Code, 8-3.203 City staff recommends the award of proposal for Real Estate Brokerage Services to CBRE, Sacramento, CA, Kosmont Real Estate Services dba Kosmont Realty, Manhattan Beach, CA, and PMZ, Modesto, CA.

FISCAL IMPACT:

The anticipated cost of $300,000 will be absorbed within the department requesting the services fund and associated cost center within Fiscal Year 2023-24 operating budget. This cost will be split between the three awardees as follows:

Company Award Amount
CBRE $100,000
Kosmont $100,000
PMZ $100,000
Grand Total $ 300,000
RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the Award of Proposals and Agreements for Real Estate Brokerage Services to CBRE, Sacramento, CA, Kosmont Real Estate Services dba Kosmont Realty, Manhattan Beach, CA, and PMZ, Modesto, CA, for a one (1) year agreement with two (2) oneyear extension options for a combined estimated annual amount of $300,000 and a total combined amount not to exceed $900,000 over three years and forwarding for Council approval.

Approved by:

Forrest Ebbs, Deputy City Manager
Joseph P. Lopez, City Manager
Attachments:

1. Agreement CBRE

2. Agreement Kosmont

3. Agreement PMZ

4. Scoring Abstract
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5. Request for Proposal (RFP)

6. PMZ Proposal

7. Kosmont Proposal

8. CBRE Proposal
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STANDARD AGREEMENT

FOR CONSULTANT SERVICES
THIS AGREEMENT, made and entered into in the City of Modesto, State of California, this 27th day of February, 2024 (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "City", and CBRE, Inc. a California corporation, hereinafter referred to as "Consultant".

This Agreement is made with regard to the following recitals:

A. The City has determined that it is need of Real Estate Brokerage Services to evaluate the use, marketability, valuation, marketing, sale of designated surplus real property, and/or the acquisition and purchase of new properties.

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". The Consultant shall perform the services as described in Exhibit “A” in a manner compatible with the standards of its profession and shall produce a fully complete project that is acceptable to City.

2. TERM OF AGREEMENT.

The term of the contract shall be for a period of one (1) year, with two (2) oneyear extension options at the sole discretion of CITY, for a total of up to three (3) years.

Year 1: February 27, 2024, through February 26, 2025
Year 2: February 27, 2025, through February 26, 2026
Year 3: February 27, 2026, through February 26, 2027
Pricing as set forth in Section 1.c. above shall remain firm for the first year of the contract. #5..
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Price increases for subsequent contract year two and three shall not exceed the Consumer Price Index (CPI) for West Urban Area and shall be negotiated through the Purchasing Division. Requests for price increases shall be submitted by CONTRACTOR in writing, sixty (60) days prior to the annual anniversary date of the contract to be effective for the subsequent year.

3. COMPENSATION.

Consultant agrees to accept an annual estimated amount of $100,000, and a total amount not to exceed $300,000, as full remuneration for performing all services and furnishing all staffing and materials for Modesto in accordance with Exhibit "A".

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

City shall pay Consultant pay Consultant Net 45 Days via manual check.

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..
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5. PERFORMANCE BY KEY EMPLOYEE.

Consultant has represented to City that Brian Hutcherson will be the person primarily responsible for the performance of the services referred to in this Agreement.

6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

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

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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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 contract 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.

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 only for the requirements and results specified in this Agreement, and, except as #5..
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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.

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

11. ASSIGNMENT.

12. PATENT/COPYRIGHT MATERIALS.

13. NOTICES.
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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 mail, 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: CBRE, Inc
Address: 500 Capitol Mall
24th Floor
Sacramento, CA 95814
Attention: David Brennan
Phone: (916) 446-8709
Email: [email protected]
FOR CITY: Name: City of Modesto
Address: P.O. Box 642
Modesto, CA 95353
Attention: Forrest Ebbs
Phone: (209) 577- 9149
Email: [email protected]

14. INSURANCE REQUIREMENTS.

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

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

If at any time any of said policies shall be unsatisfactory to the City, as to form or substance, or if a company issuing such policy shall be unsatisfactory to the City, the Consultant shall promptly obtain a new policy, submit the same to the Risk Manager for approval and submit a certificate #5..
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thereof as hereinabove provided. Upon failure of the Consultant to furnish, deliver or maintain such insurance and certificates as above provided, this Agreement, at the election of the City, may be forthwith declared suspended or terminated. Failure of the Consultant to obtain and/or maintain any required insurance shall not relieve the Consultant from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Consultant concerning indemnification. The City, its agents, officers, 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 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.

15. TERMINATION OF AGREEMENT.

Termination for Default
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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 nonperformance. Within 10 days after receipt of notification, the breaching party shall correct any nonperformance 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 work that is not terminated;
c. If directed in writing by the City to do so, assign all right, title and interest in subcontracts and materials in progress to City, in which case the City will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such subconsultants, but in no event shall recovery by any Consultant or subconsultant include lost profits for portions of the work not completed or undertaken, including materials not delivered;
d. Deliver or otherwise make available to the City all data, drawings, specifications, reports, estimates, summaries and such other information #5..
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and material as may have been accumulated by the Consultant in performing the work whether completed or in process;
e. Settle outstanding liabilities and claims, subject to the approval of City; f. Complete performance of such part of the 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 Work such as subconsultant agreements or contracts for materials;
b. The Agreement price allocable to the portion of the Work properly performed or goods supplied to the work site by the Consultant as of the date of termination, as determined in accordance with the notice of #5..
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termination, reduced by any sums previously paid to the Consultant.

16. INDEMNITY.

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.

18. ATTORNEYS’ FEES.

The court may set such fees in the same action or in a separate action brought for that purpose.

19. ENTIRE AGREEMENT.

20. PARTIAL INVALIDITY.

21. WAIVER.

22. AUDIT.

23. GOVERNING LAW.

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

24. HEADINGS NOT CONTROLLING.

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

25. COMPLIANCE WITH LAWS.

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. #5..
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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. 2024- , adopted by the Council of the City of Modesto on the day of ________________ , 2024, and CBRE, Inc. has caused this agreement to be duly executed as of the Effective Date.
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Exhibit A
Consulting Fee
This level of service is to be similar to an on-call, as-needed extension of your in-house real estate team that supports in all efforts.

Consulting Hourly Rates
Name Position Hourly Rate
McShea Executive Oversight $425.00
Hutcherson Project Lead $325.00
Canzoneri Deputy Project Lead $250.00
Lee Marketing Lead/Admin Support $175.00
White Local Broker $375.00
Peterson Local Broker $375.00
Calandra Valuation & Appraisal $250.00
Huber Financial Consulting $250.00
Fee Simple Sale
Upon execution of Purchase and Sale Agreement and subsequent Close of Escrow (COE), CBRE will be due a Success Fee paid for by the City following CBRE’s proposed commission schedule.

SUCCESS FEE SALE PRICE

4.00% $0 - $10 M

3.00% $10 M - $20 M

2.50% $20 - $30 M

2.00% $30 M - $50 M

1.50% $50 - $100 M

0.95% $100 M or greater
Sample commission calculation
SALE OF $15M PROPERTY $15,000,000
Multiplied by Success Fee % Schedule 4.0% ($10M)+ $400,000+

3.0% ($5M)+ $150,000+
SUCCESS FEE =$15,0000,000 = $550,000
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STANDARD AGREEMENT

FOR CONSULTANT SERVICES
THIS AGREEMENT, made and entered into in the City of Modesto, State of California, this 27th day of February, 2024 (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "City", and Kosmont Real Estate Services, dba Kosmont Realty a California corporation, hereinafter referred to as "Consultant".

This Agreement is made with regard to the following recitals:

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

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

1. SCOPE OF SERVICES.

2. TERM OF AGREEMENT.

The term of the contract shall be for a period of one (1) year, with two (2) oneyear extension options at the sole discretion of CITY, for a total of up to three (3) years.

Year 1: February 27, 2024, through February 26, 2025
Year 2: February 27, 2025, through February 26, 2026
Year 3: February 27, 2026, through February 26, 2027
Pricing as set forth in Section 1.c. above shall remain firm for the first year of the contract. #5..
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Price increases for subsequent contract year two and three shall not exceed the Consumer Price Index (CPI) for West Urban Area and shall be negotiated through the Purchasing Division. Requests for price increases shall be submitted by CONTRACTOR in writing, sixty (60) days prior to the annual anniversary date of the contract to be effective for the subsequent year.

3. COMPENSATION.

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

City shall pay Consultant pay Consultant Net 45 Days via manual check.

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..
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5. PERFORMANCE BY KEY EMPLOYEE.

Consultant has represented to City that Brain Moncrief will be the person primarily responsible for the performance of the services referred to in this Agreement. City has entered into this Agreement in reliance on that representation by consultant. Consultant therefore agrees that fifty percent (50%) or more of the time to be devoted to the project that is the subject of this Agreement will be that of the above-named person.

6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

7. NEWS AND INFORMATION RELEASE.
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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.

9. AMENDMENTS.

10. INDEPENDENT CONTRACTOR.

All acts of Consultant, its agents, officers, and employees and all others acting on behalf of Consultant relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers, or employees of City. Except as City may specify in writing, Consultant has no authority to bind or incur any obligation on behalf of City. Consultant has no authority or responsibility to exercise any rights or power vested in the City. 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.
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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 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.

It is understood and agreed that as an independent contractor and not an employee of City neither the Consultant or Consultant's assigned personnel shall have any entitlement as a City employee, right to act on behalf of the City in any capacity whatsoever as an agent, or to bind the City to any obligation whatsoever. It is further understood and agreed that Consultant must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Consultant's employees to the extent consultant has employees.

11. ASSIGNMENT.

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

13. NOTICES.

FOR CONSULTANT: Name: Kosmont Realty
Address: 1601 N. Sepulveda Blvd.

Manhattan Beach, CA 90266
Attention: Larry J. Kosmont CRE
Phone: (213) 507-9000
Email: [email protected]
FOR CITY: Name: City of Modesto
Address: P.O. Box 642
Modesto, CA 95353
Attention: Forrest Ebbs
Phone: (209) 577- 9149
Email: [email protected]

14. INSURANCE REQUIREMENTS.

The Consultant shall provide at its own expense and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the City as may be required by the Risk Manager of the City. The policies or certificates thereof shall provide that, thirty (30) days prior to cancellation or material change in the #5..
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policy, notices of same shall be given to the Risk Manager of the City via PINS Advantage Insurance Program, for all of the following stated insurance policies.

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

If at any time any of said policies shall be unsatisfactory to the City, as to form or substance, or if a company issuing such policy shall be unsatisfactory to the City, the Consultant shall promptly obtain a new policy, submit the same to the Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of the Consultant to furnish, deliver or maintain such insurance and certificates as above provided, this Agreement, at the election of the City, may be forthwith declared suspended or terminated. Failure of the Consultant to obtain and/or maintain any required insurance shall not relieve the Consultant from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with 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 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.

For any claims related to this project, the CONSULTANT’S insurance coverage #5..
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shall be primary insurance as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the CONSULTANT’S insurance and shall not contribute with it.

15. TERMINATION OF AGREEMENT.

Termination 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 nonperformance. Within 10 days after receipt of notification, the breaching party shall correct any nonperformance 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 work that is not terminated;
c. If directed in writing by the City to do so, assign all right, title and interest in subcontracts and materials in progress to City, in which case the City will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such subconsultants, but in #5..
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no event shall recovery by any Consultant or subconsultant include lost profits for portions of the work not completed or undertaken, including materials not delivered;
d. Deliver or otherwise make available to the City all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Consultant in performing the work whether completed or in process;
e. Settle outstanding liabilities and claims, subject to the approval of City; f. Complete performance of such part of the 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 #5..
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termination of the Work such as subconsultant agreements or contracts for materials;
b. The Agreement price allocable to the portion of the Work properly performed or goods supplied to the work site by the Consultant as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the Consultant.

16. INDEMNITY.

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 #5..
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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.

The court may set such fees in the same action or in a separate action brought for that purpose.

19. ENTIRE AGREEMENT.

20. PARTIAL INVALIDITY.

21. WAIVER.

22. AUDIT.

The City's duly authorized representative shall have access at all reasonable times to all reports, contract records, contract documents, contract files, and personnel necessary to audit and verify Consultant's charges to City under this Agreement. #5..
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Consultant agrees to retain reports, records, documents, and files related to charges under this Agreement for a period of four (4) years following the date of final payment for Consultant services. City's representative shall have the right to reproduce any of the aforesaid documents.

23. GOVERNING LAW.

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

24. HEADINGS NOT CONTROLLING.

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

25. COMPLIANCE WITH LAWS.

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. #5..
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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. 2024- , adopted by the Council of the City of Modesto on the day of ________________ , 2024, and Kosmont Real Estate Services, dba Kosmont Realty has caused this agreement to be duly executed as of the Effective Date. #5..
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Exhibit A
For the City’s sale of property, KR, would require Client approval and execution of an Exclusive Authorization to Sell Brokerage Agreement by and between KR and the Client, which will contain the following documents and are provided as an appendix to this proposal:
 Standard Exclusive Authorization to Sell Brokerage Agreement  Exhibit A – List of Subject Properties
 Exhibit B - Schedule of Commissions (for Brokerage Services) Vacant Real Property: 6% of the gross sales price or independently appraised value of the parcel or a minimum commission amount as mutually agreed upon between Client and KR, whichever is greater. For a ground lease, 4% of the total base rent for the first thirty (30) years of the term of the lease; or a minimum commission amount as mutually agreed upon between Client and KR, whichever is greater.

Additional Costs: The additional costs needed for these transactions will include escrow fees, title insurance, appraisal, documentary transfer fees, and other typical closing costs. Activities related to subdivision map matters (such as lot line adjustments and Phase I or II environmental reports) are an additional cost not borne by KR. Property sales may also require specific services that are not provided by KR, and which are contracted for and compensated separately. These potential services include but are not limited to engineering, environmental assessment and remediation, geological, and legal or entitlement services.

For the City’s acquisition of property, KR, would require Client approval and execution of an Exclusive Authorization to Represent Buyer Agreement by and between KR and the Client, which will contain the following documents and are provided as an appendix to this proposal:
 Standard Exclusive Authorization to Represent Buyer Agreement  Exhibit A - Schedule of Commissions (for Brokerage Services) The general commission structure is as follows (selling broker [representing buyer]/KR only):

Real Property*:
 2.50% of the gross sales price for transactions less than $5,000,000;  2.00% of the gross sales price for transactions equal to or greater than $5,000,000, and less than $10,000,000;
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 1.50% of the gross sales price for transactions equal to or greater than $10,000,000, and less than $25,000,000;
 1.25% of the gross sales price for transactions equal to or greater than $25,000,000, and less than $35,000,000;
 1.00% of the gross sales price for transactions equal to or greater than $35,000,000. *The commission structure above would serve as a minimum commission amount as mutually agreed upon between Client and KR.

Compensation for any pre-sale/disposition real estate advisory/technical services including but not limited to broker opinion of value, real estate transaction structuring, public-private negotiations (e.g., ENA, DDA, DA), preparation of Government Code 52201, 53083, and 33433 reports, Surplus Land Act compliance, and/or project implementation services would be paid in accordance with professional services (hourly) fees at KR’s billing rates as shown below. Future increases in budget will require approval by Client in advance. Budget may be increased by Client at any time.

Professional Hourly Services
 Chairman & CEO / President $475.00/hour
 Senior Managing Director/Senior Advisor/Project Manager $370.00/hour  Managing Director $250.00/hour
 Senior Director / Senior Project Analyst $195.00/hour  Director / Project Analyst / Project Manager $175.00/hour  Project Promotion/Graphics/GIS Mapping Services/Research $ 95.00/hour  Clerical Support $ 80.00/hour
Additional Expenses
In addition to professional services (labor fees):
1) An administrative fee for in-house copy, fax, phone, postage costs, digital/technological support and related administrative expenses will be charged, which will be computed at four percent (4.0 %) of monthly Kosmont Realty’s professional service fees incurred; plus. 2) Out-of-pocket expenditures, such as travel and mileage, professional printing, and delivery charges for messenger and overnight packages will be charged at cost. #5..
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3) Project/Market data sources for support of evaluation and analysis e.g., ESRI, Placer.ai, CoStar/STR, IMPLAN, ParcelQuest and other based on quoted project cost. 4) For Third Party Vendor(s) retained on behalf of Client (with Client’s advance approval), fees and costs will be billed to Client at 1.1X (times) fees and costs. 5) Consultant’s attendance or participation at any public meeting, whether such participation is in person, digital, video and/or telephonic (e.g., City Council, Planning Commission, Public Agency Board, other) requested by Client and are beyond those specifically identified in the Scope of Work will be billed at the professional services (hourly) fees as shown on this Attachment A.

Charges for Court/Deposition/Expert Witness-Related Appearances Court-related (non-preparation) activities, such as court appearances, depositions, mediation, arbitration, dispute resolution and other expert witness activities, will be charged at a court rate of 1.5 times scheduled rates, with a 4-hour minimum.

Rates shall remain in effect until December 31, 2024
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STANDARD AGREEMENT

FOR CONSULTANT SERVICES
THIS AGREEMENT, made and entered into in the City of Modesto, State of California, this 27th day of February, 2024 (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "City", and PMZ Real Estate, a California corporation, hereinafter referred to as "Consultant".

This Agreement is made with regard to the following recitals:

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

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

1. SCOPE OF SERVICES.

2. TERM OF AGREEMENT.

The term of the contract shall be for a period of one (1) year, with two (2) oneyear extension options at the sole discretion of CITY, for a total of up to three (3) years.

Year 1: February 27, 2024, through February 26, 2025
Year 2: February 27, 2025, through February 26, 2026
Year 3: February 27, 2026, through February 26, 2027
Pricing as set forth in Section 1.c. above shall remain firm for the first year of the contract. #5..
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Price increases for subsequent contract year two and three shall not exceed the Consumer Price Index (CPI) for West Urban Area and shall be negotiated through the Purchasing Division. Requests for price increases shall be submitted by CONTRACTOR in writing, sixty (60) days prior to the annual anniversary date of the contract to be effective for the subsequent year.

3. COMPENSATION.

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

City shall pay Consultant Net 45 Days via manual check.

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..
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5. PERFORMANCE BY KEY EMPLOYEE.

Consultant has represented to City that Cary Pope will be the person primarily responsible for the performance of the services referred to in this Agreement. City has entered into this Agreement in reliance on that representation by Consultant. Consultant therefore agrees that percent (90%) or more of the time to be devoted to the project that is the subject of this Agreement will be that of the above-named person.

6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

7. NEWS AND INFORMATION RELEASE.
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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.

9. AMENDMENTS.

10. INDEPENDENT CONTRACTOR.

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

11. ASSIGNMENT.

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

13. NOTICES.

FOR CONSULTANT: Name: PMZ Real Estate
Address: 1120 Scenic Drive
Modesto, CA 95350
Attention: Cary Pope
Phone: (209) 456-6297
Email: [email protected]
FOR CITY: Name: City of Modesto
Address: P.O. Box 642
Modesto, CA 95353
Attention: Forrest Ebbs
Phone: (209) 577- 9149
Email: [email protected]

14. INSURANCE REQUIREMENTS.

The Consultant shall provide at its own expense and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the City as may be required by the Risk Manager of the City. The policies or certificates thereof shall provide that, thirty (30) days prior to cancellation or material change in the #5..
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policy, notices of same shall be given to the Risk Manager of the City via PINS Advantage Insurance Program, for all of the following stated insurance policies.

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

If at any time any of said policies shall be unsatisfactory to the City, as to form or substance, or if a company issuing such policy shall be unsatisfactory to the City, the Consultant shall promptly obtain a new policy, submit the same to the Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of the Consultant to furnish, deliver or maintain such insurance and certificates as above provided, this Agreement, at the election of the City, may be forthwith declared suspended or terminated. Failure of the Consultant to obtain and/or maintain any required insurance shall not relieve the Consultant from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with 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 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.

For any claims related to this project, the CONSULTANT’S insurance coverage #5..
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shall be primary insurance as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the CONSULTANT’S insurance and shall not contribute with it.

15. TERMINATION OF AGREEMENT.

Termination by City for 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 work that is not terminated;
c. If directed in writing by the City to do so, assign all right, title and interest in subcontracts and materials in progress to City, in which case the City will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such subconsultants, but in #5..
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no event shall recovery by any Consultant or subconsultant include lost profits for portions of the work not completed or undertaken, including materials not delivered;
d. Deliver or otherwise make available to the City all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Consultant in performing the work whether completed or in process;
e. Settle outstanding liabilities and claims, subject to the approval of City; f. Complete performance of such part of the 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 #5..
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termination of the Work such as subconsultant agreements or contracts for materials;
b. The Agreement price allocable to the portion of the Work properly performed or goods supplied to the work site by the Consultant as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the Consultant.

16. INDEMNITY.

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.
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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.

The court may set such fees in the same action or in a separate action brought for that purpose.

19. ENTIRE AGREEMENT.

20. PARTIAL INVALIDITY.

21. WAIVER.

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

23. GOVERNING LAW.

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

24. HEADINGS NOT CONTROLLING.

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

25. COMPLIANCE WITH LAWS.

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. #5..
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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. 2024- , adopted by the Council of the City of Modesto on the day of ________________ , 2024, and PMZ Real Estate has caused this agreement to be duly executed as of the Effective Date.
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Exhibit A

PROFESSIONAL FEES
The fees relating to this RFP are negotiable. As it pertains to “normal” or most transactions where we would represent the City of Modesto as a Seller of properties, most of the time these fees would be a percentage of the ultimate Sales Price. These percentages would be between 4% to 6%, but they are negotiable. The City of Modesto would like to pre-negotiate the percentages for any given sale.
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Kossmont-Manhattan
Beach, CA CBRE-Sacramento, CA PMZ-Modesto, CA Paragon-Cypress, CA Requirements - 100 points possible Points Possible Avg. Pts. Earned Avg. Pts. Earned Avg. Pts. Earned Avg. Pts. Earned Response to Requirements to identify, review,
evaluate, prepare, and recommend the RFP list
of real estate activities:
30 30 28 28 25
Adherence to Scope 15 13 13 14 13
Firms Specialization/Qualifications of
Consultants
20 19 19 18
18 Firms Experience Specifically Meets the Needs
of the RFP
25 24 24 21
24 Completeness of RFP Response 10 10 9 10 9
AVERAGE TOTAL SCORE 100 97 94 92 89
RANK 1 2 3 4
Request for Proposal RFP 2223-60RB
Real Estate Brokerage Services
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Request for Proposal RFP 2223-60RB
Real Estate Brokerage Services to Evaluate the Use, Marketability, Valuation, Marketing, Sale of Designated Surplus Real Property,
and/or the Acquisition and Purchase of New Properties
The City of Modesto is soliciting proposals from qualified real estate brokerage firms who have experience working with public agencies to evaluate the use, marketability, valuation, marketing, and sale of designated surplus real property owned by the City of Modesto and/or to assist with the acquisition and purchase of new properties. It is the intent of this Request for Proposal (RFP) to have 2-3 successful brokers/firms enter a Professional Services Contract with the City of Modesto to provide in general some or most of the following real estate services:

Real Estate Services
Identify, review, evaluate, prepare, and recommend the following list of real estate activities:

A. Evaluate properties owned by the City of Modesto, as identified by City staff, and recommend the best approach to maximize return.

B. Evaluate potential properties for acquisition by the City of Modesto, as identified by City staff.

C. Review and evaluate potential uses of property, consistent with the requirements of the Modesto Zoning Code and other applicable laws.

D. Provide a current value estimate for each property, including:
1) Valuation
2) Market trends and projections
3) Governing jurisdictions’ land use requirements
E. Options for dispensation of properties that may currently or historically contain hazardous materials contamination
F. Provide a disposition recommendation for each property.

G. Prioritize opportunities for disposal and identify properties that have the greatest potential to maximize revenue or other City goals in the shortest period of time consistent with applicable laws.

H. Recommend the best approach for disposition (sale, auction, other) of each property considering the financial return and time to achieve the return, in compliance with any laws applicable to the disposal of property by the City.

I. Provide advice on marketing strategies.

J. Represent and negotiate on behalf of the City of Modesto during the sale transactions of underutilized and/or surplus properties. #5..
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K. Prepare and produce marketing materials and advertisements; complete offer documents; communicate with interested parties.

L. Market property; analyze offers; recommend best offer; coordinate completion of necessary appraisal, survey, and/or title work.

M. Make presentations to City Management and/or City Council, as requested.

N. Work under the direction of the City Manager’s designee using independent professional judgment with respect to methodology, analysis and conclusions.

Consultant will report directly to the City Manager’s designee and will not communicate with any third party about the contract without the City’s consent.

Consultant’s work will be highly confidential and subject to the attorney-client and work-product privileges.

Qualifications of Consultants
Consultant demonstrates regular and continuous engagement in the business of various real estate services including, appraisals & reports, property inspections, assessing property market value, purchase, sale and marketing of commercial properties, determining best use for property and making appropriate recommendations, and other services including but not limited to experience working with government agencies or municipalities, eminent domain, environmental reports, are not required but may be considered.

Background
The City of Modesto has completed the process of inventorying its real property assets.

Schedule of Work
The terms of the contract and completion schedule will be finalized in consultation with staff. The contract will be for one (1) year with two (2) one-year extension option.

The proposal shall include the following information:
▪ Consultant name, and/or business name, and principal contact person, including office location, address, telephone number, and e-mail address. ▪ Qualifications of the firm including a brief description and history of the firm and/or individual including the number of years in business, number of similar projects completed, and the range of services offered. Where relevant, key #5..
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individuals who may be involved in providing or developing services should be identified and listed. Please provide relevant background information for all proposed key personnel.
▪ Sample of similar projects
▪ Please provide at least three references that can be contacted for verification of respondent’s experience and qualifications. The references should be for public agencies, for which you and/or the firm have provided facilitation services within the past three years.
▪ If the consultant plans on using any subconsultant to perform any of the required duties, the proposal shall contain the name and contact information of the subconsultant and the principal contact information, the qualifications of the subconsultant, and identification of the specific services the subconsultant will be providing. Consultant will not be able to subcontract or assign any portion of the work to individuals or entities not identified in the proposal, without the prior written consent of the City.
▪ List of clients--preferably including comparable placements ▪ Additional services (Optional)
▪ Professional fees and estimated out-of-pocket expenses ▪ Transmittal Letter. General introduction and a brief statement stating the proposer’s understanding of the broker services to be performed; a positive commitment to perform the services within the time period specified; the name(s) of the person(s) authorized to represent the proposer, title, address and telephone number.

Instructions
If you are interested in this opportunity, your proposal must be submitted by 5:00 PM (PST), November 2, 2023. Proposals will be accepted electronically or by mail. The City of Modesto assumes no responsibility for delay in the delivery of the proposal. All costs associated with the preparation of the proposal shall be borne by the proposer.

Please see the City’s Professional Services Insurance Requirements in the sample agreement attached.

The selected awardee(s) will be required to have a City of Modesto Business License before the execution of a contract. Business licensing information is found at https://www.modestogov.com/235/Business- Licensing
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Please direct your proposal to:

Forrest Ebbs, Deputy City Manager
City of Modesto
P. O. Box 642
1010 10th Street, Suite 2200
Modesto, CA 95353
[email protected]
It is requested that respondents call (209) 577-9149 to confirm receipt of electronic submissions. All respondents shall receive an email confirmation within 24 hours of our receipt of an electronic submission.

On the outside of both the bid envelope and courier envelope, the bidder shall indicate the following:

NAME AND ADDRESS OF BIDDER
SPECIFICATION NUMBER RFP 2223-60RB

REAL ESTATE BROKER SERVICES
BID OPENING DATE: THURSDAY, NOVEMBER 2, 2023
The City reserves the right to reject any or all proposals or to waive any informalities or minor irregularities in a proposal.

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

Proposals submitted will be reviewed by an evaluation committee. The committee will select the proposal which best fulfills the City’s requirements as determined by the evaluation committee. Overall responsiveness to the Request for Proposals is an important factor in the evaluation process.

Should you have any questions, please feel free to contact Forrest Ebbs (209) 577-9149 or email at [email protected].

I hope this recruitment opportunity will be of interest to you and I look forward to your response.

Sincerely,
Forrest Ebbs
Deputy City Manager
cc: Carol Wattle
Attachments:

1. Sample Professional Services Contract
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SAMPLE AGREEMENT

FOR CONSULTANT SERVICES
THIS AGREEMENT, made and entered into in the City of Modesto, State of California, this day of , 202X, (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "City", and (CONSULTANT), a California corporation, hereinafter referred to as "Consultant".

This Agreement is made with regard to the following recitals:

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

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

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

1. SCOPE OF SERVICES.

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.

This Agreement shall be one year with two 1-year extension options at the sole discretion of the City, unless terminated earlier in accordance with the provisions of the termination clause in this Agreement.
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City hereby gives Consultant notice to proceed with the preparation of the Project, as of the Effective Date of this agreement. Consultant shall diligently proceed with the completion of the Project within the time period set forth in Exhibit "A".

3. COMPENSATION.

Consultant agrees to accept a sum not to exceed $__________ (maximum compensation) as full remuneration for performing all services and furnishing all staffing and materials for Modesto in accordance with Exhibit "A".

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

Consultant shall submit monthly invoices to City which include detailed tasks, hours worked, and billable rates for all work completed, and detailed receipts for any reimbursable expenses paid by Consultant and identified in Exhibit “B” or approved by the City in writing.

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, #5..
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prepare factual presentations, and provide professional advice and recommendations regarding this project.

5. PERFORMANCE BY KEY EMPLOYEE.

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

6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

Title to Data
If, as a part of the agreement, Consultant is required to produce data such as, but not limited to, drawings, plans, specifications, calculations, models, flow diagrams, visual aids and other related materials, the originals of all such data generated under this agreement will be delivered to City upon the completion or termination of services under the contract. It is understood and agreed that the documents and other materials, including but not limited to those #5..
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described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use.

7. NEWS AND INFORMATION RELEASE.

8. CONFLICT OF INTEREST.

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 contract if so, required at the option of City.

9. AMENDMENTS.
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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.

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 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 #5..
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employing other persons or firms to assist Consultant in fulfilling the terms and obligations under this Agreement.

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

11. ASSIGNMENT.

12. PATENT/COPYRIGHT MATERIALS.

13. NOTICES.

FOR CONSULTANT: Name:

Address:

Attention:

Phone: ( )
Facsimile: ( )
FOR CITY: Name: City of Modesto
Address: P.O. Box 642
Modesto, CA 95353
Attention:

Phone: (209)
Facsimile: (209)

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 #5..
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or material change in the policy, notices of same shall be given to the Risk Manager of the City by certified mail, return receipt requested, for all of the following stated insurance policies.

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

Failure of the Consultant to obtain and/or maintain any required insurance shall not relieve the Consultant from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Consultant concerning indemnification. The City, its agents, officers, 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 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 #5..
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deliver certificates evidencing existence of the insurance listed above to the City prior to the time the contract is signed.

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 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.
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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 Work that is not terminated; c. If directed in writing by the City to do so, assign all right, title and interest in subcontracts and materials in progress to City, in which case the City will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such subconsultants, but in no event shall recovery by any Consultant or subconsultant include lost profits for portions of the Work not completed or undertaken, including materials not delivered; d. Deliver or otherwise make available to the City all data, drawings, specifications, reports, estimates,summaries and such other information and material as may have been accumulated by the Consultant in performing the Work whether completed or in process; e. Settle outstanding liabilities and claims, subject to the approval of City;
f. Complete performance of such part of the Project as has not been terminated;
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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 Work such as subconsultant agreements or contracts for materials;
b. The Agreement price allocable to the portion of the Work properly performed or goods supplied to the work site by the Consultant as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the Consultant.
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16. INDEMNITY.

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 #5..
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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.

19. ENTIRE AGREEMENT.

20. PARTIAL INVALIDITY.

21. WAIVER.

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

23. GOVERNING LAW.

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

24. HEADINGS NOT CONTROLLING.

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

25. COMPLIANCE WITH LAWS.

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

26. CITY BUSINESS LICENSE.

Consultant will have a City of Modesto business license.

IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement in duplicate by its City Manager and attestation by its City Clerk under authority of Resolution No. 202X- , adopted by the Council of the City of #5..
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Modesto on the day of , 202X, and (CONSULTANT) has caused this agreement to be duly executed in duplicate as of the Effective Date.

CITY OF MODESTO, (CONSULTANT),
a municipal corporation a California
corporation*
By ___________________________ By
________________________________
JOSEPH P. LOPEZ, City Manager Name Title
By
________________________________
Name Title
ATTEST: (Seal)
By ___________________________
DIANE NAYARES-PEREZ, CMC, City Clerk
Consultant’s Federal ID #______________
APPROVED AS TO FORM:

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

By ________________________________
JOE F. RODRIQUEZ, Risk Manager
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Request for Proposal RFP 2223-60RB
Real Estate Brokerage Services to Evaluate the Use,
Marketability, Valuation, Marketing,
Sale of Designated Surplus Real Property, and/or
the Acquisition and Purchase of New Properties
Submitted by

CARY POPE, GRI
Realtor® | DRE #00685045
209.456.6297 | [email protected]
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CARY POPE, GRI
Realtor® | DRE #00685045
1120 Scenic Drive Modesto, CA 95350 | 209.456.6297 | [email protected] | [email protected]

TABLE OF CONTENTS
I . . . . . . . . Introduction
II . . . . . . . Background of Firm – PMZ Commercial
III. . . . . . . Bio and Resume of Cary Pope
IV . . . . . . Exhibit A – Sample of Similar Projects with Specific References V . . . . . . . Exhibit B – Other References
VI . . . . . . Exhibit C – Note indicating No Sub-Consultants VII. . . . . . Exhibit D – Insurance
VIII . . . . . Exhibit E – Professional Fee’s
IX . . . . . . Exhibit F – Transmittal Letter
X . . . . . . . Exhibit G – Signed Draft Contract
XI . . . . . . Exhibit I – In Conclusion
XII. . . . . . Exhibit H - Licenses, other Documents
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CARY POPE, GRI
Realtor® | DRE #00685045
1120 Scenic Drive Modesto, CA 95350 | 209.456.6297 | [email protected] | [email protected] Thank You City of Modesto for the opportunity to submit our response to RFP No. 2223-60RB for Real Estate Brokerage Services to Evaluate the Use, Marketability, Valuation, Marketing, Sale of Designated Surplus Real Property, and/or the Acquisition and Purchase of New Properties. We hope that we can help you be successful in finding new properties, and disposing of other surplus properties.

Should I and my team be the winning bid for this RFP, I will assure the City of Modesto and Staff that we will work hard to achieve your goals in this endeavor. We look forward to meeting everyone at the appropriate time.
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CARY POPE, GRI
Realtor® | DRE #00685045
1120 Scenic Drive Modesto, CA 95350 | 209.456.6297 | [email protected] | [email protected] Cary Wayne Pope was born in Turlock, California on February 24, 1960 to James and Patricia Pope. He was the third child for Jim and Pat, as Cary has an older brother and an older sister. Cary’s Dad was a Real Estate Broker and home designer / Draftsman that designed homes for local builders. Cary went through school in Turlock graduating from Turlock High in 1978. He attended Modesto Junior College and Stanislaus State University while working for his Dad. Cary got his Real Estate License in 1978 while attending school and working. He met the love of his life, Nancy Amorin Azevedo in 1984 through a business relationship and they were married in 1987. They have 3 adult living children – Shane (Kymber) Azevedo, Hannah Pope, and Lucas Pope. Sadly, Cary and Nancy lost a Daughter Natalie, in 2001. You may have read about the Pope’s adopting Hannah and Lucas from Romania in 1991, as the Modesto Bee and other national newspapers followed their story. The Pope’s have 4 Grandchildren. Cary and Nancy currently live in Riverbank, where they have lived for the last 36 years.

Cary’s Real Estate career has spanned over 45 years, and during that time, he has been involved primarily in property development and Commercial Sales and Leasing with PMZ Commercial in Modesto. Cary has been involved in over 100 different development projects, from residential to industrial to retail. While being involved over this length of time with this number of projects, Cary has worked in every city in the county, and in the county as well. He and his team have also been some of the top producers for sales and leasing for PMZ Commercial, locating sites for hundreds of clients here in the Central Valley. PMZ Commercial is consistently the leading producer in Commercial Central Valley Real Estate. Due to the active involvement in many development projects, Cary has had to gain knowledge of CEQA and NEPA during the entitlement and approval processes, in addition to being involved in right-of-way dedications, storm water retention, and utility coordination. Obviously, the processes through which parcel and subdivision maps, Conditional Use Permits and other “entitlements” are obtained, Cary has been involved in dozens of these types of approvals.

Because of Cary’s length of time being a licensed Realtor in California, he obtained “Realtor Emeritus” status in 2019, having been licensed for over 40 years. This honor is recognized herein with a copy of this certificate.

Being involved in the community has always been important to him, as Cary has served on dozens of various committees and boards over the last 45 years including Chambers of Commerce, Realtor Association Committees, President of the Building Industry Association, various committees to help with homelessness and affordable housing, and more recently, he is Chair of the Measure L Citizens Oversight Committee, a board he had been asked to serve on since Measure L was approved by the voters in 2016.

Cary and his team are excited to have the potential opportunity to assist Stanislaus Regional Transit Authority (STANRTA) with their Commercial Real Estate needs moving forward into the future. #5..
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CARY POPE, GRI
Realtor® | DRE #00685045
1120 Scenic Drive Modesto, CA 95350 | 209.456.6297 | [email protected] | [email protected] 5 Projects that this consultant has been involved in:

1. Riverbank Army Ammunition Plant (Riverbank Industrial Complex) 5300 Claus Road, Riverbank, CA
Lead Agency: City of Riverbank
Marisela Garcia, City Manager
209-863-7122 [email protected]
This project involved Federal, State, and local jurisdictions. There were numerous grants involved. We helped coordinate the property acquisition, lease and monies paid to the Army, the Army Corps of Engineers and the City of Riverbank. This property still involves part of the North County Corridor, and my team and I are still involved. Total acquisition price was $ 10m, with much more involving certain leases with our compensation thus far being in excess of $400,000.00 with costs exceeding $500,000.00.

2. Century Center Shopping Center
Northeast corner of Orangeburg and Oakdale Roads, Modesto, CA Lead Agency: City of Modesto Planning
Jessica Hill [email protected]
209-577-5321
This project involved lot splits, and remediation of an old dry cleaning operation that was located on the site. We also had to arrange for reciprocal parking arrangements from numerous tenants.

Although there were no rights of way needed or negotiated, we certainly were prepared to do so.

The total cost of services performed was close to $ 300,000.00.

3. 11303 East Highway 120, Manteca, CA
Lead Agency: San Joaquin County Planning Dept.

This project was a private owner whereby the team negotiated a lease with a right of way dedication involving the State of California. Total of services provided was $ 53,000.00.

4. Stanislaus County Courthouse Properties

SAMPLE OF SIMILAR PROJECTS
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CARY POPE, GRI
Realtor® | DRE #00685045
1120 Scenic Drive Modesto, CA 95350 | 209.456.6297 | [email protected] | [email protected] Downtown Modesto – 9th/ 10th and G Streets, 9th / 10th and H Streets Our firm was involved over many years with the transactions involving all of properties involving the new Courthouse. There were multiple transactions over a number of years with multiple agencies.

5. Thomas Street Project
1674 Yosemite Ave., Manteca, CA
Lead Agencies: City of Manteca, South San Joaquin Irrigation District Various staff at both agencies were involved – Unfortunately most do not work at these agencies anymore.

There were multiple items negotiated on this project: A storm drain basin, Right of Way on Yosemite Blvd (Highway 120), and easements for SSJID and the City of Manteca. Total amount of services was $ 134,000.00
Staffing
Consultant Project Manager – Cary Pope
Key Employees / Commercial Realtors

1. Matt Jones – 8 years of Commercial Real Estate experience. Has been trained by Cary Pope and has worked under him for all 8 years.

2. Derik Dami – 30+ years of Commercial Real Estate and construction experience.

3. Voltaire Victorio – PMZ Commercial Graphic Arts Dept.

4. Alondra Garcia – Marketing Dept.

5. Shelley Hackett – Agent Support

6. Danny Price – PMZ Commercial Manager

7. Rich Millentree – IT
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CARY POPE, GRI
Realtor® | DRE #00685045
1120 Scenic Drive Modesto, CA 95350 | 209.456.6297 | [email protected] | [email protected]

REFERENCES
Company Name: Channce Condit
Address: 1010 10th Street, Suite 6500
City, State, Zip Code: Modesto, California 95354
Contact Person: Supervisor Channce Condit
Email Address: [email protected]
Telephone Number: 209-525-4470
Type of Business: Stanislaus County Supervisor
Date of Service: N/A
Annual Contract Value: N/A
Company Name: Stanislaus County Affordable Housing Corporation Address: 909 15th Street Suite 6
City, State, Zip Code: Modesto, California 95354
Contact Person: Steve Madison, Executive Director
Email Address: [email protected]
Telephone Number: 209-574-1155
Type of Business: Builder, Developer, Manager of Affordable Housing Date of Service: 2009 - Present
Annual Contract Value: N/A
Company Name: Benchmark Engineering, Inc.

Address: 915 17th Street
City, State, Zip Code: Modesto, California 95354
Contact Person: Rick Mummert
Email Address: [email protected]
Telephone Number: 209-601-5036
Type of Business: Civil Engineering
Date of Service: 2018 - Present
Annual Contract Value: N/A
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CARY POPE, GRI
Realtor® | DRE #00685045
1120 Scenic Drive Modesto, CA 95350 | 209.456.6297 | [email protected] | [email protected] Jessica Hill
City of Modesto Planning
Mayor Richard O’Brien
Mayor, City of Riverbank
Mayor Sue Zwalen
Mayor, City of Modesto
Supervisor Mani Grewal
Supervisor, Stanislaus County
Supervisor Buck Condit
Supervisor, Stanislaus County
Mayor Amy Bublak
Mayor, City of Turlock
Council Member Pam Franco
Turlock City Council
Supervisor Channce Condit
Supervisor, Stanislaus County
Councilmember Nick Bavaro
Modesto City Council
Councilmember
Jeremiah Williams
Modesto City Council
Toby Wells
Engineer, City of Modesto
Donna Kenney
Planner, City of Riverbank
Matt and Tony Bruno
Business Owners
Councilmember
Leanne Jones-Cruz
Riverbank City Council
Councilmember Luis Uribe
Riverbank City Council
Councilmember
Rachel Hernandez
Riverbank City Council
Councilmember
Darlene Barber-Martinez
Riverbank City Council
Andy Foster
Vice President, Aemetis
Fred Miller
ReMax Real Estate
Brian Dole
Vintage Properties
Cesar Camarillo
Oak Valley Community Bank
Dale Deboer
Deboer Real Estate
George Petrulakis
Attorney
Bart Barringer
Attorney
Joanne Ramos
Salvation Army
John Anderson
JB Anderson Land Consulting
Rick Mummert
Benchmark Engineering
Marsha Carr
Success Capital
Rod Hawkins
Hawkins Engineering
Roger Shanks
Planning Commission, City of Modesto
Rosa Park
Stancog
Shannon Stafford
Superintendent at
Stanislaus Union School District
Steve Madison
Stanco Affordable Housing Corp.

Joe Duran
Stanislaus Equity Partners

ADDITIONAL REFERENCES
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CARY POPE, GRI
Realtor® | DRE #00685045
1120 Scenic Drive Modesto, CA 95350 | 209.456.6297 | [email protected] | [email protected]

NO SUB-CONSULTANTS
We do not anticipate there being any sub-consultants related to our work on this RFP. #5..
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CARY POPE, GRI
Realtor® | DRE #00685045
1120 Scenic Drive Modesto, CA 95350 | 209.456.6297 | [email protected] | [email protected]

PROFESSIONAL FEES
All of our fee’s relating to this RFP are negotiable. As it pertains to “normal” or most transactions where we would represent the City of Modesto as a Seller of properties, most of the time these fee’s would be a percentage of the ultimate Sales Price. These percentages would be between 4% to 6%, but they are negotiable.
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CARY POPE, GRI
Realtor® | DRE #00685045
1120 Scenic Drive Modesto, CA 95350 | 209.456.6297 | [email protected] | [email protected]

TRANSMITTAL LETTER
Because of our experience in the Real Estate profession, we have a very clear understanding of the City of Modesto’s requirements in the RFP. I, Cary Pope, will be the primary contact for the City in this request. I will be assisted in this by our team at PMZ Commercial. We will approach this with confidence and with an aggressive approach to make sure and meet all of the demands of the city, in the timeframe needed to meet the goals of the City and their staff involved. #5..
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CARY POPE, GRI
Realtor® | DRE #00685045
1120 Scenic Drive Modesto, CA 95350 | 209.456.6297 | [email protected] | [email protected]

IN CONCLUSION
We hope you have found this response to the city’s RFP helpful and informative. Should you need anything else, please do not hesitate to contact us. #5..
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Prepared For
CITY OF MODESTO November 2, 2023

PROPOSAL FOR
Professional Brokerage Services
RFP# CC18-085
Photo Credit: www.modestogov.com

PROPOSAL FOR

REAL ESTATE BROKERAGE

SERVICES
RFP NO. 2223-60RB
Prepared By
Kosmont Realty
1601 N. Sepulveda Blvd. #382
Manhattan Beach, CA 90266
(DRE License # 02058445 )
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KOSMONT REALTY
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1076 www.kosmontrealty.com
i

TABLE OF CONTENTS CITY OF MODESTO
Real Estate Brokerage Services (RFP 2223-60RB)
TRANSMITTAL LETTER PAGE 1 - 2
SECTION 1. QUALIFICATIONS PAGE 3 - 10

INCLUDES TEAM RESUMES
SECTION 2. SCOPE OF WORK PAGE 11 - 12
SECTION 3. RELEVANT PROJECTS, CLIENTS & REFERENCES PAGE 13 - 22 SECTION 4. FEES AND EXPENSES PAGE 23 - 24
SECTION 5. ADDITIONAL SERVICES PAGE 25 - 27
Photo Credit: www.modestogov.com
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November 2, 2023
Mr. Forrest Ebbs, Deputy City Manager
City of Modesto
1010 10th Street, Suite 2200
Modesto, CA 95353
Delivered electronically to [email protected]
Re: Request for Proposals (“RFP”) for Real Estate Brokerage Services (No. 2223-60 RB) to Evaluate the Use, Marketability, Valuation, Marketing, Sale of Designated Surplus Real Property, or the Acquisition and Purchase of New Properties
Dear Mr. Ebbs, City Staff, and Evaluation Committee:

Kosmont Real Estate Services (“KRES”) dba Kosmont Realty (“KR”) is pleased to present this proposal to the City of Modesto (“City” or “Client”) in response to RFP #2223-60RB for Real Estate Brokerage Services. It is our understanding that the City seeks the services of qualified real estate brokers/firms with experience working with public agencies to evaluate the use, marketability, valuation, marketing, and sale of designated surplus real property owned by the City or to assist with the purchase of new properties.

Our understanding is that this assignment will be engaged at the direction of the City Manager and/or designee. KR commits to maintaining confidentiality and to using independent professional judgment with respect to methodology, analysis and conclusions. KR will not communicate with any third party about the contract or related matters without the City’s consent. KR understands that this assignment may consist of confidential material and may be subject to attorney-client/work-product privileged communications.

KR, a certified Minority Business Enterprise (“MBE”), is a full-service brokerage firm that provides real estate, economic, and financial advisory services to government and private entities. KR’s extensive knowledge and experience helps to ensure successful outcomes in the technical and transactional practice of executing real estate transactions between public agencies and private parties.

For 30+ years, KR along with its affiliate Kosmont Companies (“Kosmont”) have worked on a myriad of assignments throughout California, including real estate advisory services such as Broker Opinion of Value (“BOV”), Highest and Best Use Analysis, and Market Study and Valuation services as well as the management of real estate and public finance transactions exceeding $12 billion. KR also has hands on experience in compliance requirements of the Surplus Land Act and has completed multiple Government Code 52201, 33433, and 53083 reports that are typically required of public agency dispositions and economic development-based transactions.

Kosmont Realty
Mailing Address: 1601 N. Sepulveda Blvd., #382 (424) 297-1076 Physical Address: 2301 Rosecrans Ave, Ste. 4140 Manhattan Beach, CA 90266 www.kosmontrealty.com El Segundo, CA 90245 1 #5..
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CITY OF MODESTO
Real Estate Brokerage Services (RFP 2223-60RB)
Currently, KR is assisting or has recently assisted various cities, counties, and special districts with commercial real estate advisory/brokerage services focused on the sale, acquisition and/or ground lease of properties such as City of Norco, City of Glendale, City of Moorpark, Daly City, Cathedral City, City of Hawaiian Gardens, City of Stanton, King City, City of Cypress, City of Placentia, City of Barstow, City of Riverbank, City of San Dimas, City of Camarillo, Sutter County, Los Angeles County Development Authority, Inyo County, County of Los Angeles, Orange County Mosquito & Vector Control District, and North of the River Recreation and Park District.

A primary distinctive benefit of working with our team is that we combine our consulting services, practical perspective, with decades of hands-on brokerage experience of KR, whose primary focus is on the disposition of public agency real property assets. KR's extensive knowledge of real estate transactions between public agencies and private parties can deliver successful outcomes for the City. The KR team includes real estate experts as well as former City Managers, Directors of Redevelopment, Economic Development, Community Development and Planning, and Financial Services.

Further, KR has transaction-based relationships with a wide range of experienced and successful developers, ranging from “Top Tier” developers to those that primarily focus on secondary markets and, over the last 30 years, has cultivated a proprietary database of over 1,200 developers/investors/brokers that can be leveraged to promote and identify a preferred pool of prospective buyers for this assignment.

KR can leverage and may utilize, as appropriate, strategic business resources such as Crexi, the fastest growing online marketplace and advanced technology and data platform, which provides more marketing outreach and deal transparency to real estate sales which augments the traditional brokerage model. KR with Crexi’s platform will enable the City in maximizing the exposure of available property(ies).

We believe that this proposal will support the conclusion that KR is exceptionally qualified and uniquely capable of providing the requested real estate brokerage services to the City of Modesto. If selected, our team is committed to provide the requested services within the time period specified as mutually agreed and are enthusiastic, ready, and immediately available to begin an assignment whenever called upon.

We look forward to the opportunity and are available to discuss further at your convenience.

Sincerely,
Larry J. Kosmont CRE®
President & Broker
2 Submitted by: Kosmont Real Estate Services dba Kosmont Realty (DRE # 02058445) Mailing Address: 1601 N. Sepulveda Blvd., #382, Manhattan Beach, CA 90266 Physical Address: 2301 Rosecrans Avenue, Suite 4140, El Segundo, CA 90245 Office (424) 297-1076 / Fax (424) 286-4632
Authorized Signor Project Manager / Primary City Contact Larry J. Kosmont CRE® Brian Moncrief
President & Broker (DRE # 01182660) Sr. Managing Director (DRE # 01932052) (213) 507-9000 / [email protected] (805) 469-7364 / [email protected] Contract Negotiation: Kelly Aguilar, Dir. of Admin. & Operations / (424) 297-1071 / [email protected] Kosmont Realty
(424) 297-1076
www.kosmontrealty.com
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SECTION 1.

QUALIFICATIONS

CITY OF MODESTO
Real Estate Brokerage Services (RFP 2223-60RB)
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KOSMONT REALTY
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1076 www.kosmontrealty.com
3 SECTION 1.

QUALIFICATIONS
KOSMONT REALTY – ABOUT US
KR brings a well-rounded and seasoned professional cohort with the required expertise and exemplary skillsets to provide the requested real estate agent services. The KR team has extensive experience, a proven track record, and the qualifications to provide the knowledge, guidance, and execution of those services necessary to assist the City in achieving their goals. KR team members will be assigned based on their skills and qualifications to provide the requested services along with their availability to work on the project for the length of the assignment. KR’s key team member resumes are included herein and showcases their qualifications and experience. • Development Advisory/Developer RFP
• RDA Dissolution & Post RDA Property Management
Plan (“PMP”) Implementation Services
• Surplus Land Act compliance including Government
Code 52201, 53083, and 33433 Reports
KOSMONT REAL ESTATE SERVICES DBA KOSMONT REALTY - www.kosmontrealty.com CA Corporation established in 1980 with over 30+ years experience.

Physical/Headquarters: 2301 Rosecrans Avenue, Suite 4140, El Segundo, CA 90245 Mailing: 1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 KR provides servicesto clients in-person, virtually from satellite locations, and from the El Segundo headquarters acrossthe Western U.S.

KR is a certified Minority Business Enterprise (“MBE”) and a full-service real estate brokerage and public/private transaction firm, licensed in the State of California (License #02058445).

KR has extensive experience working with government on property transactions between public agencies and private parties and structured project financing involving public and private funding sources. KR’s extensive knowledge and experience ensures successful outcomes in the technical and transactional practice of executing real estate transactions between public agencies and private parties.

Our team includes real estate experts, economic consultants and public finance professionals, along with former real estate developers and city/community development officials. Our hands-on experience in the public and private sectors provides us with a distinctive and unique balance of public sector priorities and private investment and development criteria.

In each transaction, we work to serve our client’s long-term strategic goals by helping them with asset management and planning. Particularly for our public agency clients, KR seeks to increase their capacity for deals by building key relationshipsin the real estate sector.

A brief highlight of our services is as follows:
• Real Estate Transactions / Brokerage
• Asset Valuation and Strategy
• Real Estate Portfolio/Disposition of Surplus Property • Opportunity Zone Strategies/Transactions
• Broker Opinion of Value (“BOV”) Services

CITY OF MODESTO
Real Estate Brokerage Services (RFP 2223-60RB)
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KOSMONT REALTY
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1076 www.kosmontrealty.com
4 SECTION 1.

QUALIFICATIONS
Kosmont Realty
Certified MBE CA Licensed Real Estate Brokerage Firm – DRE # 02058445 KR is affiliated with Kosmont Companies, a nationally-recognized advisory firm in public-private real estate, economic development and public finance. The integration between these firms gives KR brokers access to real estate consultants, public sector deal structure experts, and public-private financial advisors. Our multiple roles in the real estate industry have made us highly adaptable and skilled for a wide-array of assignments. For City property that must be sold/leased, KR seeks buyers/lessees for assets that will best serve the long-term interests of the Client. We know of no other integrated set of companies that can provide a full complement of Economic Development Services, Real Estate Brokerage, and Municipal Advisory. Our diverse roles and experience in the real estate and financial industries have made us highly adaptable and skilled for this type of assignment. The chart below represents Kosmont’s wide-array of integrated services.

PART OF A FULL-SERVICE FAMILY OF COMPANIES

CITY OF MODESTO
Real Estate Brokerage Services (RFP 2223-60RB)
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KR, a certified Minority Business Enterprise (“MBE”), is a full-service brokerage firm licensed in California. Our expertise is in a wide variety of real estate transactions; with a focus on property transactions (purchase, sale, and lease) that occur between public agencies and private parties, and structuring financing for public-private projects.

What distinguishes KR is experience with public-private deals, representing the best interests of our public and private clients. KR focuses on the deal at hand and with an eye for long-term value. KR also negotiates traditional transactions between private parties with the added insight into the economic development interests and other objectives/goals of a public agency and other critical stakeholders. KR also provides a range of technical services to support these transactions and to help our clients better understand the potential of each property. Services include Highest and Best Use Analysis, Broker Opinion of Value (BOV), and Market Study & Evaluation.

KR also maintains private sector relationships with a wide range of experienced and successful developers in many asset classes (residential (affordable and market rate), commercial, office, industrial, hospitality) ranging from “Top Tier” developers to those that primarily focus on secondary markets and, over the last 30+ years, has cultivated a proprietary database of over 1,200 developers/investors/brokers that can be leveraged for this assignment as well as our Team’s local and regional market experience.

The KR team includes well-rounded and seasoned real estate experts who possess hands-on experience in both sectors, which provides KR with a distinctive and unique balance and understanding of public sector priorities and private investment and development criteria. KR has extensive experience working with public agencies and private investors/developers on property transactions between the government sector and private parties with expertise with the Surplus Land Act.

Currently, KR is assisting or has recently assisted various cities with commercial real estate advisory and brokerage services (including Surplus Land Act compliance*) in connection with the sale, acquisition and/or ground lease of properties in the following jurisdictions (descriptions and/or sale information of completed projects may be found herein).
• Anaheim*
• Arvin*
• Barstow
• Blythe*
• Camarillo
• Cathedral City
KR will provide the City with the successful sale or lease of real property no longer necessary for the City’s use (in compliance with the Surplus Land Act and any other statutory requirements governing the sale/lease of public agency property) and any potential acquisition of property.

KR also has extensive experience in making effective public presentations as well as managing the dialogue with conveying key observations and results for complex real estate market analyses and/or real estate transactions/activities to elected officials, City and County executives, and/or the public as necessary and mutually agreed.

KOSMONT REALTY
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1076 www.kosmontrealty.com
5 SECTION 1.

QUALIFICATIONS

CITY OF MODESTO
Real Estate Brokerage Services (RFP 2223-60RB)

SUMMARY OF WORK EXPERIENCE
• Corona
• Cypress
• Daly City
• Glendale
• Hawaiian Gardens
• Inyo County*
• King City
• Los Angeles County
Development Authority*
• Los Angeles County*
• Moorpark*
• Norco*
• North of the River
Rec. & Park District*
• Orange County
Mosquito & Vector
Control District
• Paramount*
• Placentia
• Riverbank
• San Dimas
• Sanger*
• Stanton
• Sutter County*
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SECTION 1.

QUALIFICATIONS

CITY OF MODESTO
Real Estate Brokerage Services (RFP 2223-60RB)
The KR Team is enthusiastic, ready, and immediately available to provide the requested services for the City and begin an assignment when called upon.

We have assembled a well-rounded, seasoned, and multi-disciplined cohort to meet the City’s needs. KR offers the City a proven track record of serving and delivering hands-on experience, integrated services, and demonstrated abilities with particular emphasis on advising government clients for over 30+ years.

Mr. Brian Moncrief who has 16+ years of experience providing consulting and advisory services to a multitude of cities, counties, special districts, and private developer clients throughout California in matters of economic development, real estate, and municipal finance along with his proven track record in real estate transactions and negotiations for both public and private clients will lead the team as Project Manager and Primary City Contact. He is a real estate broker, has extensive public agency transactional experience, and will ensure the City has access to the resources required to compete the assignment(s). Mr. Moncrief will direct the assignments/projects and will be supported by the appropriate team members shown below as determined by expertise, skills, and specific product type experience (e.g., residential, commercial)/industry contacts, along with their availability to work on the projects. • Mr. Larry J. Kosmont, CRE®, KR President & Broker: His over 35-year career encompasses public/private financial structuring, negotiation, development, and management of real estate and public finance transactions exceeding $12B. He has assisted hundreds of local government agencies in public finance and real estate matters ranging from large-scale economic development programs to site-specific real estate strategies and projects. Mr. Kosmont has guided over 1,000 private sector projects in obtaining public approvals, structuring deal terms, and securing public/private financing. For this assignment, he will provide Executive Oversight.
• Mr. Julio Fuentes, KR Senior Managing Director & Agent: Mr. Fuentes has over thirty years as a city manager/administrator and in other staff capacities. He served as an executive director for former redevelopment agencies and a stadium authority. He represented his former employers in securing retail, restaurant, entertainment, housing, commercial, and mixed-use development projects. During his career, Mr.

Fuentes gained valuable experience in implementing downtown economic revitalization strategies, and he worked effectively with developers, chambers of commerce, K-12 school districts, civic groups, small and corporate businesses, universities, and community colleges. For this assignment, he will provide real estate advisory and brokerage services.

MEET THE TEAM

KOSMONT REALTY
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1076 www.kosmontrealty.com
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Mr. Larry J. Kosmont, CRE®, Broker, is President of Kosmont Real Estate Services, doing business as “Kosmont Realty” (KR), a real estate brokerage firm. He is also Chairman & CEO of Kosmont Companies, an industry leader in public/private real estate transactions and economic development. Mr. Kosmont is also a Principal of California Golden Fund, an approved EB-5 Regional Center.

During Mr. Kosmont’s distinguished 40-year career, he has assisted hundreds of local government agencies and private sector developers/landowners and investors on real estate matters ranging from large-scale economic development programs to site-specific property acquisition, sale and lease of land and developed projects, and ground lease transactions. Mr. Kosmont has extensive experience as a broker and has implemented transactions that include undeveloped land, mixed use, industrial, office, retail , market rate and affordable housing, TOD sites, apartment projects, hotels and specialized uses such as golf courses, storage and incubators.

Mr. Kosmont has served in the roles of City Manager, Director of Community Development, and Redevelopment Director in the cities of Santa Monica, Seal Beach, Bell Gardens, and Burbank. He also previously served as a contract Interim City Administrator for the City of Montebello, CA.

KEY DEALS:
• Purchase of coastal properties in Redondo Beach Waterfront for City • Acquisition of land for large High School campus, Juniper Sierra, San Juan Capistrano • Acquisition of 40 acres of downtown Burbank as part of downtown revitalization • Sale of over 30 City/RDA Dissolution properties throughout California • Sale of 30-acre site for azalea Retail Center in South Gate., Ca (~370,000 sq. ft.) LICENSES/AFFILIATIONS:

Mr. Kosmont is a Municipal Advisor Representative having achieved the MSRB Series 50 professional qualification and is duly registered with the U.S. Securities and Exchange Commission. Mr. Kosmont is a licensed real estate broker in California (DRE No. 01182660), a designated Counselor of Real Estate, CRE®, and has served on or is serving on:
• Pepperdine University, Graziadio School of Business - Board of Directors • Commissioner, City of L.A. – Industrial Development Authority • City of Manhattan Bch. Econ. Dev. Advsry. Council – Chairman • Los Angeles Business Federation (BIZFED) – Board Member • CA Assoc. of Local Econ. Dev. (CALED) – Board Advisor AWARDS:

Mr. Kosmont has recently been nominated as a Commercial Real Estate: Trends, Updates and 2021 Visionary. He is also the recipient of the 2016 California Business Properties Association (CBPA) Champion of the Industry Award for his service in real estate and economic development, and the John H. Nail Award from the League of California Cities for State’s Outstanding Assistant City Manager. Kosmont Companies received the 2016 Latin Business of the Year Award from Los Angeles Business Journal and is proud to be in the Los Angeles Business Journal 2021 Book of Lists as one of the Top 100 Minority-Owned Businesses.

Role: Executive Oversight
Years with Firm: 32
Years of Experience: 32+
Education:
- Masters Public
Administration, USC
- B.A. Political Science,
State Univ. of New York –
Binghamton

KOSMONT REALTY
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1076 www.kosmontrealty.com
Larry J. Kosmont, CRE® President
• USC Executive Education – Board of Directors • Westside Neighborhood School – Board of Directors • State Commissioner – CA Econ. Dev. Commission
• MWD – Board of Directors(represented City of L.A.)
7 SECTION 1.

QUALIFICATIONS

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SECTION 1.

QUALIFICATIONS

CITY OF MODESTO
Real Estate Brokerage Services (RFP 2223-60RB)

KOSMONT COMPANIES PROJECTS
• City of Placentia/County of Orange, CA – EIFD
Evaluation and Formation, Fiscal and Economic Impact
Analysis
• Placentia Successor Agency - Asset Valuation &
Brokerage, Public-Private Negotiations, RDA
Dissolution Services
• City of Cypress – Asset valuation & Brokerage, publicprivate transaction structuring, financial feasibility • City of Santa Ana – Developer solicitation services, pro forma review, public-private transaction structuring
• City of Anaheim – Market Analysis, Public-Private
Transaction Structuring, and Asset Disposition
• City of Poway – Developer solicitation services, publicprivate transaction structuring, pro forma evaluation • City of Thousand Oaks –Economic Development
Strategic Plan, Downtown Revitalization Plan,
Market Analysis
• City of Corona – Downtown Revitalization Plan

KR KEY DEALS
• Sale of 30+ City/Successor Agency owned properties
throughout California
• Moorpark – Brokerage Services, Surplus Land Act
(SLA) Compliance
• Norco – Brokerage Services, SLA Compliance
• Lancaster – Real Estate Advisory Services (Former
RDA & City-Owned Properties)
• Placentia – Former RDA Parking Lot Sites & CityOwned Residential Site (BOVs) • Alhambra – Former RDA Parking Lot Sites (BOV)
• Cypress – Former RDA Commercial Retail Site (BOV)
• Palmdale – Various Former RDA Residential &
Commercial Sites (BOVs)
• Poway – Various Former RDA Commercial Sites
(BOVs)
• Daly City – Former RDA Commercial Sites (BOVs)
• Buellton – Former RDA Commercial Site (BOV)
Mr. Brian Moncrief, Broker, is a Senior Managing Director with Kosmont Realty and Senior Vice President of Kosmont Companies. He brings over 16 years of providing consulting and advisory services to a multitude of cities, counties, special districts, and private sector clients throughout California with expertise in public-private transactions, community and economic development, and real estate.

Mr. Moncrief currently provides real estate brokerage and advisory services to many municipal clients in the sale of former redevelopment agency and city-owned properties as well as the development of comprehensive strategies for the management and disposition of public agency real estate assets.

Mr. Moncrief also currently assists public and private clients with real estate asset valuation services, developer selection services (RFQ/P), public-private negotiations (ENAs, PSAs, DDAs, DAs) and the evaluation of project financials and development pro-formas.

LICENSES/AFFILIATIONS:

Mr. Moncrief is a Real Estate Broker, licensed by the State of California Department of Real Estate (DRE No. 01932052). In 2014, he was the recipient of the Urban Land Institute’s Emergent Leadership Award for Innovation and, in 2015 and 2016, he served as co-chair for the ULI YLG Pro Bono Technical Assistance Panel. Mr. Moncrief is an active member of the Innovating Commerce Serving Communities (ICSC) (formerly International Council of Shopping Centers) and serves in a volunteer leadership role as ICSC Southern California Community Advancement Chair.

RELEVANT EXPERIENCE: A few samples of his relevant engagements are summarized below:

Role: Project Manager
Years with Firm: 9+
Years of Experience: 16+
Education:
- Bachelor of Arts (Political
Science), University of
California at Irvine
- Master of Public
Administration, CA State
University, Long Beach
Brian Moncrief Sr. Managing Director
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KOSMONT REALTY
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1076 www.kosmontrealty.com
9 SECTION 1.

QUALIFICATIONS

CITY OF MODESTO
Real Estate Brokerage Services (RFP 2223-60RB)
Mr. Julio J. Fuentes began his career in real estate after retiring from a long career in local government. Mr. Fuentes went to work for KR as a Senior Managing Director/ Senior Advisor in 2018. He was assigned to work with public and commercial clients interested in purchasing, selling, leasing, or auctioning real property. In 2021, Mr.

Fuentes moved to Coldwell Banker Town and Country to work as a real estate agent. In 2023, Julio returned to KR in his former capacity, and he will now also assist public clients in their surplus property disposition activities under the Surplus Lands Act.

Mr. Fuentes worked for over thirty years as a city manager/administrator and in other staff capacities. He served as an executive director for former redevelopment agencies and a stadium authority. He represented his former employers in securing retail, restaurant, entertainment, housing, commercial, and mixed-use development projects.

During his career, Mr. Fuentes gained valuable experience in implementing downtown economic revitalization strategies, and he worked effectively with developers, chambers of commerce, K-12 school districts, civic groups, small and corporate businesses, universities, and community colleges.

LICENSES/AFFILIATIONS:

Mr. Fuentes is a licensed Real Estate Agent by the State of California Department of Real Estate (DRE # 02058613).

PRIOR RELEVANT EXPERIENCE:
• REAL ESTATE AGENT, Coldwell Banker
• SENIOR MANAGING DIRECTOR, Kosmont Real Estate Services (KR) - Worked with KR as a Senior Managing Director/Advisor providing public and private clients with brokerage-related transactional and economic development consulting services.
• CITY MANAGER, City of Santa Clara, CA
• CITY MANAGER, City of Alhambra
• CITY ADMINISTRATOR, City of Pomona, CA
• CITY ADMINISTRATOR, City of Azusa, CA
PROFESSIONAL ASSOCIATIONS & RECOGNITIONS:
• Former Board President, California Redevelopment Association • Former Board of Directors Member, San Gabriel Valley Economic Partnership • Former Board President, San Gabriel Valley City Manager's Association • Former Board of Trustees Member, Rio Hondo Community College • Past Presidents' Community Distinguish Service Award, Alhambra Chamber of Commerce • Excellence in Successful Economic Development Award, SGV Economic Partnership • City Official of the Year, Public CEO, 2010
• City Manager in Residence, USC Sol Price School of Public Policy, 2016 • Member, California Association of Realtors (CAR) & National Association of Realtors (NAR) • Member, Citrus Valley Association of Realtors (CVAR)
Role: Real Estate
Advisory & Brokerage
Services
Years of Experience: 30+
Education:
- Master of Public
Administration, Univ. of
Southern CA
- B.A. in Political Science,
CA State University at
Long Beach
Julio J. Fuentes Sr. Managing Director/Sr. Advisor
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KOSMONT REALTY
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1076 www.kosmontrealty.com
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SECTION 2.

SCOPE OF WORK

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Real Estate Brokerage Services (RFP 2223-60RB)
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KR has served clients throughout California for over 30 years and brings the expertise, specialized services and market knowledge, to successfully sell the City’s subject property(ies) to a qualified buyer or developer and/or assist with the City’s purchase of property to fulfill its goals and objectives. KR has an extensive track record of completing projects and successfully bringing those projects to fruition, which includes a range of asset classes (Commercial, Office, Industrial, Residential, Blended Use, and Hospitality).

Our approach in the sale of City property is to understand each project/site and the unique opportunities and challenges each one presents and then to incorporate our expertise, knowledge, and services whether it be real estate brokerage and/or consulting as appropriate to maximize value, promote transparency, and help achieve a community’s long-term vision. Our assignment would begin with the pre-disposition research/due diligence/analysis, as necessary, and initial review of statutory requirements of the sale (e.g. Surplus Land Act) to effectively evaluate the re-use potential and marketability of properties and identify and execute on a preferred approach/strategy for their marketing and ultimate disposition (sale, auction, other).

KR’s local and regional market experience and knowledge coupled with the effective use of data resources (ESRI Business Analyst, Placer.ai, Kosmont’s Retail NOW!® platform), marketing/outreach tools (property website, traditional listing services (e.g., Crexi, CoStar, LoopNet, MLS), and leveraging our existing partnerships with other real estate services firms will help expose and promote the property(ies) throughout California and beyond and identify the best possible buyers/investors. Our focus is to find a buyer or developer who will deliver a project that serves as a community amenity and contributesto the local economy.

KR will prepare a marketing package for each asset and respond to all inquiries in a timely and effective manner and provide additional information requested by qualified buyers/investors. The team will arrange tours and in-person meetings (as may be appropriate) and will manage the sales process with regular reporting to the City. With the full and combined resources of KR, the City will be able to identify a short-list of buyers who are specifically qualified to purchase the property(ies). All offers will be carefully analyzed and presented to the City for consideration at which point a best and final offer can be utilized to assure that the City receives the maximum value for the property(ies).

Once a selection is made, we will work closely with the City to negotiate a fair and reasonable purchase agreement that will be presented to the City for final approval. KR has extensive experience in making effective public presentations as well as managing the dialogue to convey key observations and results for complex real estate market analyses and/or real estate transactions/activities with City Management and elected officials. KR will manage the sales process through escrow, providing support and additional information that may be required. KR has extensive experience working with elected boards, navigating through the State’s redevelopment dissolution process, Surplus Land Act, and multiple public property disposition transactions, which will ensure that the City has the necessary resources and skill sets to accomplish the successful sale and/or development of these parcels.

As it pertains to the City’s purchase of property, our approach is to work closely with the City to identify a desired property program/profile to successfully target properties for acquisition, which will include understanding Client acquisition priorities/needs, preferred geographic location/area, size of property, and other property specific conditions/details. KR will also assist with developing and implementing a desired strategy/approach for a targeted outreach campaign with direct marketing solicitations and materials to area brokers, property owners, and developers/investorsto appropriately screen and identify active and off-market listings suitable to the Client.

KOSMONT REALTY
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1076 www.kosmontrealty.com

APPROACH TO SCOPE OF WORK
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SCOPE OF WORK

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KOSMONT REALTY
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1076 www.kosmontrealty.com
12 Kosmont utilizes a system of controls and has an organized structure in place to effectively manage and ensure each project’s success. We believe in maintaining regular communication with appropriate client staff / representatives to keep activities in alignment with the client’s schedule. This could involve emails, conference calls, virtual meetings (Zoom or Teams), and in-person meetings (when necessary) with the appropriate parties working on a project. In addition to project meetings, Kosmont will provide an open channel of communication and understanding between client and the Kosmont team. To satisfy project management needs, Kosmont will make its staff and team available to client as necessary to complete the assignment per requirements of client.

Kosmont allocates tasks and responsibilities to team members based on subject-matter expertise and available capacity to optimize efficiency, cost effectiveness, and on schedule delivery of work product to its clients. Tasks within the skill sets and responsibility of a Project Manager (“PM”) are completed by that PM and remaining tasks are sent out to the appropriate parties (i.e., other team members, clients, subconsultants). The PM then actively monitors the progress of tasks distributed to confirm they are completed in a timely and accurate manner.

In order for projects to proceed smoothly and efficiently, Kosmont utilizes a series of comprehensive checklists based on years of project management experience and includes various aspects and milestones from proposal to close-out for detailed tasks on all types of projects to carefully manage schedule and cost, and to deliver work product. These checklists are utilized monthly to report potential challenges and keep the project on track to ensure the requested deadlines are met.

Additionally, the Kosmont team corresponds internally by utilizing SharePoint and Microsoft Office Teams.

Specifically, Microsoft Office Teams allows the Kosmont project team to make and relay information in real time and keep everyone up to date on the latest project information. This streamlines our communication, saves time, and allows the entire project team access to current information keeping everyone on the same page and the project moving forward.

Finally, Kosmont staff members participate in staffing calls two to three times a week and monthly project meetings to discuss the progress of each project, confirm future tasks, and provide updates to the PM. This ensures efficiency in workload, reduces redundancy, and provides a forum for cross checking each team member’s work and affords the PM the ability to confirm the predetermined checklists of each phase of the project are proceeding smoothly while being completed in the highest quality and most efficient manner possible. Mr. Larry J. Kosmont reviews work product for quality control purposes prior to submission to clients.

PROJECT METHODOLOGY / QUALITY CONTROL
The Kosmont Team has served public agency clients throughout California for decades and attributes its continued success and extensive track record to delivering value and completing projects on time. Kosmont’s approach to providing consulting services is to understand each project and the unique opportunities and challenges they present and then to incorporate our expertise, knowledge, and services as appropriate.

SECTION 2.

SCOPE OF WORK

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SECTION 3.

RELEVANT PROJECTS, CLIENTS,

AND REFERENCES

CITY OF MODESTO
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Arvin Successor Agency
Description: Kosmont Realty representing Agency on sale of 10 properties Project Location: Kern County
Project Type: Vacant Land (0.14 to 5.7 acres)
Gross Sales Price: TBD Project Timeline: 2022-To Date
Norco Successor Agency
Description: Kosmont Realty represented Agency on sale of 2 properties Project Location: Riverside County
Project Type: Vacant Land (Industrial) (3.31 Acres) (Developed into 200,000 SF Ind. Bldg.) Gross Sales Price: ~$700,000 Project Timeline: 2014-2022 Placentia Housing Successor Agency*
Description: Kosmont Realty represented Agency on sale of 2 properties Project Location: Orange County
Project Type: Vacant Land (5,800 SF & Single-Family Residence (809 SF) Gross Sales Price: ~$800,000 Project Timeline: 2018-2019 Hawaiian Gardens Housing Authority*
Description: Kosmont Realty represented Authority on sale of 1 property Project Location: Los Angeles County
Project Type: Vacant Land (Hospitality) (1.25 acres)
Gross Sales Price: ~$1,600,000 Project Timeline: 2018-2021 King City Successor Agency
Description: Kosmont Realty represented Agency on sale of 1 property Project Location: Monterey County
Project Type: Vacant Land (Hotel/Retail Project) (4.4 acres) Gross Sales Price: ~$700,000 Project Timeline: 2019-2021 City of Cypress*
Description: Kosmont Realty represented City on sale of 1 property Project Location: Orange County
Project Type: Vacant Land (13.29 acres)
(Proposed Mixed Use Project (Hotel, Retail, Residential) Gross Sales Price: ~$15,000,000 Project Timeline: 2016-2020 Moorpark Successor Agency
Description: Kosmont Realty represented Agency on sale of 1 property and is currently representing them on 5 other properties.

Project Location: Ventura County
Project Type: Vacant Land (1.84 Acres)
Gross Sales Price: ~$700,000 Project Timeline: 2020-To Date KR SALES: CURRENT/PAST CLIENTS
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RELEVANT PROJECTS,

CLIENTS & REFERENCES

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Cathedral City Successor Agency
Description: KR represented Agency on sale of a multiple parcel Downtown block Project Location: Riverside County
Project Type: Residential and Mixed-Use
Gross Sales Price: ~$200,000 Project Timeline: 2016-2017 Daly City Successor Agency
Description: Kosmont Realty represented the Agency on sale of 2 properties Project Location: San Mateo County
Project Type: Existing building and vacant land (0.11-0.14 acres) Gross Sales Price: ~$1,500,000 Project Timeline: 2016-2017 Barstow Successor Agency
Description: Kosmont Realty represented Agency on sale of 5 properties Project Location: San Bernardino County
Project Type: Vacant Land (Industrial) (24.2 acres)
Gross Sales Price: ~$100,000 Project Timeline: 2016-2017 City of Corona
Description: Kosmont Realty represented City on acquisition of 1 property Project Location: Riverside County
Project Type: Retail (25,000 SF)
Gross Sales Price: ~$5,000,000 Project Timeline: 2021-2022 Stanton Successor Agency*
Description: Kosmont Realty represented Agency on sale of 2 properties Project Location: Orange County
Project Type: Retail & Land (0.65 to 5.0 acres)
Gross Sales Price: ~$11,000,000 Project Timeline: 2017-2018 Hawaiian Gardens Successor Agency*
Description: Kosmont Realty represented Agency on sale of 17 properties Project Location: Los Angeles County
Project Type: Vacant Land (2,500 sf to 1.25 acres)
Gross Sales Price: ~$3,000,000 Project Timeline: 2016-2018

KOSMONT REALTY
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1076 www.kosmontrealty.com
*Select relevant project descriptions for the Kosmont Team are provided on the following pages. 14 SECTION 3.

RELEVANT PROJECTS,

CLIENTS & REFERENCES

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KOSMONT REALTY
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1076 www.kosmontrealty.com
CITY OF STANTON: Real Estate Advisory & Brokerage Services KR assisted the City of Stanton and its Redevelopment Agency with Economic Development strategies and an Implementation Plan. Kosmont evaluated existing conditions in the local economy and provided a retail market survey, identified specific economic development opportunities and marketed to businesses, built community and stakeholder support, identified incentives for business attraction and retention, and developed criteria to assess the future economic development function.

KR was also retained by the City, Stanton Successor Agency, and Housing Authority to provide advisory and brokerage services in connection with the sale of three (3) properties, namely the Strawberry Fields Site, Stanton Plaza, and property located on the NEC of Beach Boulevard and Catherine Avenue, which were approximately 5 acres, 3 acres, and 0.65 acres, respectively.

KR continuesto advise the City on Development and real estate transaction strategies.

KR's decades of experience and in-depth expertise helps to ensure successful technical and transactional outcomes in the execution of public/private real estate transactions. KR’s affiliate, Kosmont Companies is currently retained by the City for the evaluation and potential implementation of an Enhanced Infrastructure Financing District (EIFD) to fund critical infrastructure needs in the Downtown area and other development opportunity site areas. Therefore, we are well acquainted with the local and regional economic context. The project descriptions provided here and on the following pages are only an abbreviated sample of the KR’s extensive experience, knowledge, and capabilities highlighting the various types of services we offer as it relates to the City of Modesto.

FIRM EXPERIENCE / RELEVANT PROJECTS
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RELEVANT PROJECTS,

CLIENTS & REFERENCES

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KOSMONT REALTY
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1076 www.kosmontrealty.com
CITY OF CYPRESS: Real Estate Brokerage & Advisory Services* The City of Cypress retained KR and JLL to assist in the marketing, sale, and disposition of a 13.3-acre, commercially zoned vacant parcel located at 5095-5275 Katella Avenue in Cypress, CA ("Property") to be developed into a compelling mixed-use project (e.g., residential, hotel, theater, and retail) providing the City public amenities, job growth, and increased economic activity.

Located along one of Orange County’s major transportation corridors, the Property is an integral component and catalyst for Katella Avenue.

KR and JLL conducted outreach and recruitment of preferred developers in connection with the Property, which included the preparation and dissemination of marketing material, attendance and coordination of meetings at various conferences (e.g., ICSC), evaluation of development proposals/pro formas, as well as presentations to the city council to convey key findings/observations from analysis and market intel research leading to the ultimate selection of a preferred disposition strategy/approach and developer to enter into negotiations under an ENA. KR and JLL also assisted the City with the preparation, review, and negotiation, in consultation with City Attorney, of ultimate sale agreement and specific business terms (e.g., purchase price, deposit structure, Developer responsibilities (e.g., performance measures), remedies, etc.) with the selected developer and implementation of preferred disposition strategy/approach as well as coordination with escrow and title to ultimately effectuate the sale and development of the Property. The Project is currently under construction.

16 SECTION 3.

RELEVANT PROJECTS,

CLIENTS & REFERENCES

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KOSMONT REALTY
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1076 www.kosmontrealty.com

CITY OF PLACENTIA / PLACENTIA SUCCESSOR AGENCY/PLACENTIA HOUSING SUCCESSOR AGENCY: Real Estate Brokerage and Downtown Revitalization* Real Estate Brokerage & Advisory Services:

Over the past several years, the City of Placentia (“City”) has retained Kosmont for a variety of real estate advisory and planning services, including fiscal impact studies, project/developer negotiations, public-private transaction structuring, project due diligence, pro forma analyses and highest-and-best-use, tax and other economic analyses.

KR provided PMP and real estate advisory services to the Placentia Successor Agency (“Successor Agency”) in an effort to help advance and ultimately secure DOF approval of the disposition of a former RDA property to provide necessary supportive parking infrastructure for a $34 million Metrolink Station project. The proposed $34 million Metrolink Station project will serve the City and surrounding region and become a catalyst in job creation, economic development growth and activity, and installation of critical public infrastructure to meet state and regional transportation goals and needs in the North Orange County area. Kosmont aided the Successor Agency with advisory assistance to help develop and execute a preferred real estate disposition strategy/approach, assist with DOF negotiations, and prepare a Broker Opinion of Value (BOV) to substantiate current market value for the approval and successful disposition and sale of the subject property.

KR also represented the Housing
Successor Agency to the former
Redevelopment Agency of the City of
Placentia (Housing Successor Agency),
as its real estate broker, to assist in
the marketing, sale, and disposition of
two (2) former RDA real property
housing assets within and proximate
to the City’s historic downtown and
the preparation of a public report
required pursuant to Health and
Safety Code Section 33433.

Downtown Revitalization: KR assisted the City of Placentia in an overall revitalization of the City’s historic downtown core. Aspects of the revitalization program include selection of a developer and negotiation of an Exclusive Negotiation Agreement to build a 350-space above-grade parking structure, planning and redevelopment of strategic parcels with retail and mixed use to eliminate blight and renew the area, and the evaluation and securing of various sources of funding to support improvement and revitalization of Placentia’s Business District as well as the acquisition and redevelopment of abandoned and vacant properties throughout Placentia. These funding sources will be used to finance streetscape improvements, building façade improvements, low interest loans to property owners, and redevelopment of abandoned or vacant lots to provide affordable housing. 17 SECTION 3.

RELEVANT PROJECTS,

CLIENTS & REFERENCES

CITY OF MODESTO
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KOSMONT REALTY
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1076 www.kosmontrealty.com
HAWAIIAN GARDENS SUCCESSOR AGENCY: Real Estate Brokerage & Advisory Services* KR represented the Successor Agency to the former Redevelopment Agency of the City of Hawaiian Gardens (“Successor Agency”), as its real estate broker, to assist in the marketing, sale, and disposition of seventeen (17) former RDA real properties throughout the City. KR specifically performed the following activities:
• Conducted outreach and recruitment of preferred developers in connection with the properties, which included the preparation and dissemination of marketing material, attendance and coordination of meetings at various conferences (e.g., ICSC), property tours, real estate signage and other outreach/recruitment activities as well as showcasing and managing sites on OppSites.com; • Assisted with preparation, review, and negotiation, in consultation with City Attorney, of ultimate sale agreement(s) and specific business terms (e.g., purchase price, deposit structure, Developer responsibilities (e.g., performance measures), remedies, etc.) with selected buyer(s); • Prepared public report(s) required pursuant to Health and Safety Code 33433 and presentations/staff reports/resolutions and other materials to secure ultimate sale approval by the Successor Agency Board and local Oversight Board; and
• Coordination with the selected escrow and title company and prepare required disclosures to effectuate the sale of the properties.
18 SUTTER COUNTY: Real Estate Asset Management Strategy Kosmont was retained by Sutter County to prepare an Asset Management Strategy to maximize the value of its Countywide real estate assets in an effort to provide more cost-effective and efficient service delivery across several different departments. Kosmont assisted with acquisition due diligence and redevelopment of the larger 650 Gray Avenue property in the center of Yuba City to be used for the relocation of several hundred Health and Human Services employees to provide an array of services to thousands of clients every day. The Kosmont team played a key role in reviewing existing County service levels and providing recommendations for more efficient and cost-effective alternatives.

SECTION 3.

RELEVANT PROJECTS,

CLIENTS & REFERENCES

CITY OF MODESTO
Real Estate Brokerage Services (RFP 2223-60RB)
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KOSMONT REALTY
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1076 www.kosmontrealty.com
19 CITY OF SOUTH GATE: Real Estate Brokerage, Economic Development & Real Estate Advisory Kosmont has been under contract with the City of South Gate since 2003, and currently serves as the real estate, financial and economic development advisor to the City on multiple real estate projects and public private partnerships , including the following:

Azalea Retail Project – KR led the city’s efforts to acquire 35 acres of land owned by multiple private sector and public agencies, and then managed the developer RFQ process leading to selection of the developer for the “azalea” Retail Project. KR then represented the City in all aspects of project management, negotiation and financing including the completion of a Infrastructure Financing and Fee waiver Agreement, through to acting as the City’s Financial Advisor (FA) for the issuance of $30M in utility refunded bonds, a portion of which was used to install street, water and sewer infrastructure on Firestone Blvd. and Atlantic Avenue. These efforts resulted in a $100M public–private transaction with Primestor Development. The Project, called “azalea” was featured by ULI on a Project Tour in October 2013. The “azalea” retail projects consists of approximately 370,000 sq. feet of retail and public amenities including a public plaza, programming, and an on-site municipal service center. azalea is now open for business and had its grand opening on August 23, 2014 with 36 retailers and restaurants providing 1,400 (est.) permanent jobs filled by South Gate residents.

California Senior Plaza – In 2006 KR sold this property for the City of South Gate as a retained broker. KR assisted the City in working through a series of complex real estate workouts that resulted from a prior corrupt City administration. KR acted as the City and the Court’s real estate specialist, and ultimately sold the California Senior Plaza project through a court process, resulting in payoff of liens and return of monies that had been previously lost by the City. KR acted as the Broker of Record for this 65-unit affordable senior’s project.

Hollydale Plaza – In 2006 KR negotiated a workout and sale of a property that was partially built, and conducted the financial and valuation analysis that is the basis for buyout transaction which resolved underlying liens and recovery of monies for the Redevelopment Agency.

Los Angeles Community College District/Ameron Site – KR conducted the negotiations for a 30+ acre regional lifestyle shopping center. As part of the process, KR developed the RFQ and helped the City select a development team and negotiate the Purchase and Sale Agreement. KR directed the City’s acquisition of the property from the Los Angeles Community College District and re-sold the property to the private sector developer on the same day in a back-to-back escrow.

SECTION 3.

RELEVANT PROJECTS,

CLIENTS & REFERENCES

CITY OF MODESTO
Real Estate Brokerage Services (RFP 2223-60RB)
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REFERENCE: CITY OF CYPRESS, 5275 ORANGE AVENUE, CYPRESS, CA 90630 Contact: Peter Grant, City Manager / (714) 229-6680 / [email protected] Project Timeline: 2016-2020 Role: Broker/Real Estate Advisor

KOSMONT REALTY
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1076 www.kosmontrealty.com
REFERENCE: CITY OF PLACENTIA & PLACENTIA HOUSING SUCCESSOR AGENCY (HSA), 401 E CHAPMAN AVENUE, PLACENTIA CA 92870
Contact: Damien Arrula, City Administrator / (714) 745-5615 / [email protected] Project Timeline: 2009-current advisor Role: Broker/Real Estate & Economic Development Advisor REFERENCE: HAWAIIAN GARDENS SUCCESSOR AGENCY, 21815 PIONEER BLVD, HAWAIIAN GARDENS, CA 90716 Contact: Ernie Hernandez, Current City Manager for City of Lynwood / Former City Manager for City of Hawaiian Gardens / (310) 603-0220 (ext. 200) / [email protected] Project Timeline: 2016-2021 Role: Broker/Real Estate Advisor See Letter of Recommendation included herein.
20 REFERENCE: CITY OF REDONDO BEACH, 415 DIAMOND STREET, REDONDO BEACH, CA 90277 Contact: Mike Witzansky, City Manager / (310) 937-5315 / [email protected] Project Timeline: 2007-current advisor Role: Broker/Real Estate Advisor REFERENCE: MOORPARK SUCCESSOR AGENCY, 799 MOORPARK AVE, MOORPARK, CA 93021 Contact: Troy Brown, City Manager / (805) 517-6212 / [email protected] Project Timeline: 2020-current advisor Role: Broker/Real Estate Advisor REFERENCE: CITY OF DALY CITY, 333 90TH STREET, DALY CITY, CA 94015 Contact: Tatum Mothershead, Director of Economic and Community Development / (650) 991-8159 / [email protected]
Project Timeline: 2016-2017 Role: Broker/Real Estate & Economic Development Advisor See Letter of Recommendation included herein.

REFERENCES
SECTION 3.

RELEVANT PROJECTS,

CLIENTS & REFERENCES

CITY OF MODESTO
Real Estate Brokerage Services (RFP 2223-60RB)
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21 LETTER OF RECOMMENDATION
SECTION 3.

RELEVANT PROJECTS,

CLIENTS & REFERENCES

CITY OF MODESTO
Real Estate Brokerage Services (RFP 2223-60RB)
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LETTER OF RECOMMENDATION
22 SECTION 3.

RELEVANT PROJECTS,

CLIENTS & REFERENCES

CITY OF MODESTO
Real Estate Brokerage Services (RFP 2223-60RB)
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SECTION 4.

FEES AND EXPENSES

CITY OF MODESTO
Real Estate Brokerage Services (RFP 2223-60RB)
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KOSMONT REALTY
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1076 www.kosmontrealty.com
For the City’s sale of property, KR, would require Client approval and execution of an Exclusive Authorization to Sell Brokerage Agreement by and between KR and the Client, which will contain the following documents and are provided as an appendix to this proposal:
• Standard Exclusive Authorization to Sell Brokerage Agreement • Exhibit A – List of Subject Properties
• Exhibit B - Schedule of Commissions(for Brokerage Services) KOSMONT REALTY – PROPOSED COST STRUCTURE – REAL ESTATE AGENT SERVICES Vacant Real Property: 6% of the gross sales price or independently appraised value of the parcel or a minimum commission amount as mutually agreed upon between Client and KR, whichever is greater. For a ground lease, 4% of the total base rent for the first thirty (30) years of the term of the lease; or a minimum commission amount as mutually agreed upon between Client and KR, whichever is greater.

Property sales may also require specific services that are not provided by KR, and which are contracted for and compensated separately. These potential services include but are not limited to engineering, environmental assessment and remediation, geological, and legal or entitlementservices. 23 For the City’s acquisition of property, KR, would require Client approval and execution of an Exclusive Authorization to Represent Buyer Agreement by and between KR and the Client, which will contain the following documents and are provided as an appendix to this proposal:
• Standard Exclusive Authorization to Represent Buyer Agreement • Exhibit A - Schedule of Commissions(for Brokerage Services) The general commission structure is as follows (selling broker [representing buyer]/KR only):

Real Property*:

2.50% of the gross sales price for transactionsless than $5,000,000;

2.00% of the gross sales price for transactions equal to or greater than $5,000,000, and less than $10,000,000;

1.50% of the gross sales price for transactions equal to or greater than $10,000,000, and less than $25,000,000;

1.25% of the gross sales price for transactions equal to or greater than $25,000,000, and less than $35,000,000;

1.00% of the gross sales price for transactions equal to or greater than $35,000,000. *The commission structure above would serve as a minimum commission amount as mutually agreed upon between Client and KR.

SECTION 4.

FEES & EXPENSES

CITY OF MODESTO
Real Estate Brokerage Services (RFP 2223-60RB)
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KOSMONT REALTY
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1076 www.kosmontrealty.com
Professional Hourly Services
Chairman & CEO / President $445.00/hour
Senior Managing Director/Senior Advisor/Project Manager $350.00/hour Managing Director $225.00/hour
Senior Director / Senior Project Analyst $195.00/hour
Director / Project Analyst / Project Manager $165.00/hour Project Promotion/Graphics/GIS Mapping Services/Research $ 95.00/hour Clerical Support $ 70.00/hour
• Additional Expenses
In addition to professional services (labor fees):
1) An administrative fee for in-house copy, fax, phone, postage costs, digital/technological support and related administrative expenses will be charged, which will be computed at four percent (4.0 %) of monthly Kosmont Realty’s professional service fees incurred; plus 2) Out-of-pocket expenditures, such as travel and mileage, professional printing, and delivery charges for messenger and overnight packages will be charged at cost. 3) Project/Market data sources for support of evaluation and analysis e.g., ESRI, Placer.ai, CoStar/STR, IMPLAN, ParcelQuest and other based on quoted project cost. 4) For Third Party Vendor(s) retained on behalf of Client (with Client’s advance approval), fees and costs will be billed to Client at 1.1X (times) fees and costs.
5) Consultant’s attendance or participation at any public meeting, whether such participation is in person, digital, video and/or telephonic (e.g., City Council, Planning Commission, Public Agency Board, other) requested by Client and are beyond those specifically identified in the Scope of Work will be billed at the professionalservices (hourly) fees as shown on this Attachment A. • Charges for Court/Deposition/Expert Witness-Related Appearances Court-related (non-preparation) activities, such as court appearances, depositions, mediation, arbitration, dispute resolution and other expert witness activities, will be charged at a court rate of 1.5 times scheduled rates, with a 4-hour minimum.

KOSMONT REALTY – PROPOSED COST STRUCTURE - REAL ESTATE TECHNICAL/ADVISORY SERVICES Rates shall remain in effect until December 31, 2023
Compensation for any pre-sale/disposition real estate advisory/technical services including but not limited to broker opinion of value, real estate transaction structuring, public-private negotiations (e.g., ENA, DDA, DA), preparation of Government Code 52201, 53083, and 33433 reports, Surplus Land Act compliance, and/or project implementation services would be paid in accordance with professional services (hourly) fees at KR’s billing rates as shown below.

Future increases in budget will require approval by Client in advance. Budget may be increased by Client at any time. 24 SECTION 4.

FEES & EXPENSES

CITY OF MODESTO
Real Estate Brokerage Services (RFP 2223-60RB)
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SECTION 5.

ADDITIONAL SERVICES

CITY OF MODESTO
Real Estate Brokerage Services (RFP 2223-60RB)
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KOSMONT REALTY
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1076 www.kosmontrealty.com
To assist the City in marketing of its surplus properties via traditional sale and/or auction, as may be appropriate, KR proposes to utilize Commercial Real Estate Exchange, Inc. (“CREXI”) as a strategic business resource, which is the commercial real estate industry’s fastest-growing marketplace, advanced technology and data platform dedicated to supporting the CRE industry and its stakeholders. Crexi enables commercial real estate professionals to quickly streamline, manage, grow their businesses, and ultimately close deals faster. Since launching in 2015, Crexi has quickly become the most active marketplace in the industry. With millions of users, the platform has helped buyers, tenants and brokers transact and lease on over 500,000 commercial listings totaling more than $1 trillion in property value.

Crexi has been in business since 2015 and has grown to 175+ employees. Headquartered in Los Angeles, California, Crexi’s platform generates more than 1.5 million active users to help promote and transact on commercial real estate listings across the nation. For more information on Crexi, visit www.crexi.com.

Mr. Bob Drury has been involved in the real estate industry since 1987, focusing primarily on acquisitions, re-development and dispositions of commercial real estate.

Mr. Drury currently is Senior Managing Director at Crexi, overseeing growth of the company's transactional services including Crexi’s Auction Platform and Elite Services.

Prior to joining Crexi in 2019, Mr. Drury was engaged for eight years to help grow the private client group at Auction.com/Ten-X Commercial (Ten-X), focusing on transacting third party and REO commercial asset sales in an on-line auction format.

Prior to Ten-X, Mr. Drury was Sr. Vice President of Acquisitions/Development for Red Mountain Retail Group (RMRG) with the responsibility of overseeing all acquisitions, development and repositioning of retail assets nationwide, as well as leading related staff. In his 13 years at RMRG, MR. Drury supported over 100 properties totaling more than 5 million square feet.

Bob Drury Senior Managing Director
Mr. Yannis Papadakis brings 5 years of investment sales experience from Marcus & Millichap in DTLA, where he was managing partner of a national listing team that oversaw over $200MM of Commercial Real Estate Sales, helping private and institutional investors execute transactions ranging from small value-add apartment sales, to $80MM+ Retail Portfolio dispositions. Yannis has been with Crexi for two years and is hyper focused on supporting Auction transactionsfrom list to close.

Yannis Papadakis Business Development Manager
25 SECTION 5.

ADDITIONAL SERVICES

CITY OF MODESTO
Real Estate Brokerage Services (RFP 2223-60RB)
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KOSMONT REALTY
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1076 www.kosmontrealty.com
The Crexi team is highly versed and experienced in supporting the disposition of City owned property(ies). Specifically, since 2017, Crexi has supported nearly $36B worth of land assets with successful close. In 2020 alone, Crexi supported the close of nearly 10,000 land assets across the nation. Of all land assets brought to platform, Crexi has generated almost 2.5 million leads, averaging around 22 leads per listing.

Bob Drury, Senior Managing Director, will lead all efforts with KR and the City as may be appropriate. Bob brings over 25 years in the commercial real estate industry, with over 10 years with direct success performing online auctions.

Additionally, Yannis Papadakis, Business Development Manager at Crexi. Yannis brings 7 years of investment sales experience from Marcus & Millichap in DTLA, where he was managing partner of a national listing team that oversaw over $200MM of Commercial Real Estate Sales. Collectively, Bob and Yannis have supported over $2 billion dollars of commercial real estate value and are highly familiar with supporting local and government agencies with their acquisition and disposition needs.

One of our clients, Clark County, Nevada Department of Aviation continues to reap successful transactions in a timely and effective manner, having sold 22 land assets with a close price at more than $115 million dollars with Crexi in the last 20 months. We are able, prepared and excited to customize our services to fit the goals and objectives of the City over the course of the contract.
26 Crexi auctions has the largest reach of any commercial real estate auction platform in the world and can provide the City with:
• Robust marketplace
• Multi-channel marketing
• Market traction and deal tracking insights
• 1.5M monthly active users
• Global, vetted registered buyers
• Dedicated support team
• Quick, efficient close

AUCTION TIMELINE
SECTION 5.

ADDITIONAL SERVICES

CITY OF MODESTO
Real Estate Brokerage Services (RFP 2223-60RB)
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CREXI – PROPOSED COST STRUCTURE – AUCTION SERVICES
If selected, Crexi, would require Client approval and execution of a Marketing Agreement by and between Crexi and the Client (Seller). Auction listings have a 45-day Marketing Period, two-day bidding window, and a 30, 60 or 90 day close of escrow. The Winning Bidder may be required to pay a “Platform Fee” at closing, as stated on an Asset Page, which is in an amount equal to five percent (5%) of the Winning Bidder’s Bid. Any required Platform Fee is in addition to the Winning Bidder’s Bid and is due at closing along with the amount of the Winning Bidder’s Bid for the Asset (as provided in the Purchase Documents).

For any assets sold through an auction process that is facilitated by brokerage activities, brokerage fees will be payable by the Client (Seller) in accordance with the Exclusive Authorization and Schedule of Commissions Agreement by and between KR and the City, which is further outlined on page 23 of this proposal. 27 KOSMONT REALTY
1601 N. Sepulveda Blvd., #382 I Manhattan Beach, CA 90266 I 424.297.1076 www.kosmontrealty.com
SECTION 5.

ADDITIONAL SERVICES

CITY OF MODESTO
Real Estate Brokerage Services (RFP 2223-60RB)
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Real Estate Broker
Services to Evaluate
the Use, Marketability,
Valuation, Marketing,
Sale of Designated
Surplus Real Property,
or the Acquisition
and Purchase of New
Properties
Proposal in Response to:

RFP 2223-60RB
November 2, 2023
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November 2, 2023
Forrest Ebbs
Deputy City Manager
City of Modesto
P. O. Box 642
1010 10th Street, Suite 2200
Modesto, CA 95353
[email protected]
Re: RFP 2223-60RB
Real Estate Broker Services to Evaluate the Use, Marketability, Valuation, Marketing, Sale of Designated Surplus Real Property, or the Acquisition and Purchase of New Properties Dear Mr. Ebbs,
On behalf of CBRE, Inc., and our entire project team, we would like to express our excitement and enthusiasm for the opportunity to assist the City of Modesto by providing “Real Estate Broker Services” as described in your Request for Proposal 2223-60RB.

CBRE provides access to the largest global commercial real estate network and the most advanced resources and service platform –all of which will enable the City of Modesto the ability to acquire, dispose of, and perform valuation analysis across your real estate portfolio.

CBRE brings the City of Modesto the combined market experience of local experts and our national Public Institutions and Education Solutions (PIES) practice group. Combining the local market expertise of Steve White and Brian Peterson with the public sector expertise of our PIES team, we have extensive experience implementing transactions on behalf of state and local governments throughout California and around the country. This includes North County Transit District (San Diego), Sacramento Regional Transit District, Sonoma County, City of Stockton, City of Oxnard, as well as over 100 government clients across the country.

We have recently represented our public sector clients on over $2B in total transaction value, and bring the experience, national perspective, and proven process and tools to execute your transactions in line with your real estate strategic initiatives and overall vision.

We are excited to work with the City of Modesto and are confident that the Modesto-area resources and talent that we bring to this endeavor will create significant value for the City. Should you have any questions or require additional information, please don’t hesitate to contact me.

I am authorized to commit CBRE to perform the services included in this proposal and we commit to perform the services within time frames specified by the City. Persons authorized to give presentations for CBRE include myself, Brian Hutcherson, Michael McShea, Steve White, Brian Peterson and any others from CBRE deemed necessary to support any assignment related to this RFP. We look forward to having the opportunity to provide real estate and consulting services for City of Modesto in the future.

Sincerely,
David Brennan
Senior Managing Director
CBRE, Inc.

CBRE, Inc.

Advisory & Transaction
Services
David Brennan
Senior Managing Director
CBRE, Inc.
500 Capitol Mall
24th Floor
Sacramento, CA 95814
916 446 8709
[email protected]
Transmittal Letter
Transmittal Letter
General introduction and a
brief statement stating the
proposer’s understanding
of the broker services to
be performed; a positive
commitment to perform
the services within the
time period specified; the
name(s) of the person(s)
authorized to represent
the proposer, title, address
and telephone number.

June 16, 2023
Lynnelle Sanchez
Management Analyst
City of Modesto
P. O. Box 642
1010 10th Street, Suite 2200
Modesto, CA 95353
[email protected]
Re: RFP 2223-60
Real Estate Broker Services to Evaluate the Use, Marketability, Valuation, Marketing, Sale of Designated Surplus Real Property, or the Acquisition and Purchase of New Properties CBRE, Inc.

Dear Ms. Sanchez,
On behalf of CBRE, Inc., and our entire project team, we would like to express our excitement and enthusiasm for the opportunity to assist the City of Modesto by providing “Real Estate Broker Services” as described in your Request for Proposal 2223-60.

Sincerely,
David Brennan
Senior Managing Director
CBRE, Inc.
22 CITY OF MODESTO + CBRE CITY OF MODESTO + CBRE TRANSMITTAL LETTER TRANSMITTAL LETTER #5..
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Principal Contact Person
Consultant name, and/or business name, and principal contact person, including office location, address, telephone number, and e-mail address.

Brian Hutcherson
Western Regional Manager
CBRE Public Institutions & Education Solutions
4301 La Jolla Village Dr Suite 3000
San Diego, CA 92122
T: +1 858 405 6109
[email protected]
PRINCIPAL CONTACT PERSON CITY OF MODESTO + CBRE 3
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Qualifications
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•
•
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•
•
•
•
Qualifications of the firm including a brief description and history of the firm and/or individual including the number of years in business, number of similar projects completed, and the range of services offered.

Our history and our services
CBRE (NYSE:CBRE) is the world’s largest commercial real estate services and investment firm, with the #1 global market position in leasing, property sales, property management, occupier outsourcing and valuation. Additionally, our development business (Trammell Crow Company) is the largest in the U.S. and we operate one of the largest investment management businesses (CBRE Investment Management) globally. CBRE holds a 60% ownership interest in Turner & Townsend Holdings Limited, a global professional services company specializing in program management, project management, and cost consulting across the commercial real estate, infrastructure and natural resources sectors. We are the largest shareholder in Industrious, a provider of premium flexible workplace solutions, and we are a financial sponsor of and strategic partner with Altus Power, Inc. (NYSE: AMPS), a leading provider of solar energy solutions for commercial and industrial properties.

QUALIFICATIONS CITY OF MODESTO + CBRE 5
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•
•
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•
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6 CITY OF MODESTO + CBRE QUALIFICATIONS
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CBRE Public Institutions & Education Solutions

SQUARE FEET

TRANSACTED
100M+

ACRES SOLD AND

REPRESENTED FOR

PUBLIC CLIENTS

IN REVENUE

RETURNED

TO CLIENTS

THROUGH SALES

AND GROUND
LEASES
20k+
TEAM

MEMBERS
20+
$3B

CITIES &

COUNTIES
50+

RATING FROM

STATE AGENCIES
A+

COMBINED YEARS

OF EXPERIENCE
150+

STATES ADVISED
& REPRESENTED
25 CBRE’s Public Institutions & Education Solutions (PIES) team exclusively focuses on the commercial real estate needs of the public and higher education sectors, providing complex brokerage, consulting, and representation on over 100 active contracts in 20 states.

This experience gives us insight and familiarity with the strategies and processes that work best for public clients, the challenges you commonly face, and the importance of executing transactions at the highest standard and value.

CA
WA
AZ
UT CO
IA
OH
MI
ME
NH
MA
PA
CT
NJ
FL
NY
MDDC
VA
NM
TX
NC
TN
SC
WI
OR
IL
MN
Los Angeles County
Los Angeles Unified School District
Orange County Transportation Authority
Orange County
City of Ft. Myers
City of San Diego
US Navy
City of Sacramento
City of Reno
City of Santa Rosa
King County
City of Portland
City of Seattle
City of Los Angeles
Arlington County
City of Miami
Town of Palm Beach
City of New York
Dormitory Authority
of the State of New York
Alexandria City Public Schools
City of Hollywood
Fulton County
Atlanta
Public Schools
City of Atlanta
City of Richmond
City of Detroit
City of Ann Arbor
City of Miami Beach
City of Hallandale Beach
City of Bonita Springs
Maricopa County
City of Phoenix
City of
Tucson
Texas Department of Transportation
Hays County
Austin Independent School District
City of Austin
Houston ISD
City of Tulsa
Minneapolis Public Schools City of Indianapolis
City of Chicago County of Fond du Lac
City of Pensacola
City of Mobile
City of Cape Coral
Dallas County
Dallas Area Rapid Transit
Dallas Independent School District
Harris Health Network
JPS Health
Harmony Public Schools
Employee Retirement System of Texas
Teacher Retirement System of Texas
Travis County
CPS Energy
Texas General Land Office
Metropolitan Washington
Airports Authority
North Carolina League of Municipalities &
Association of County Commissioners
Texas Facilities Commission
PR
Commonwealth of Puerto Rico
City & County of Honolulu
North County Transit District
US Navy
City of Chattanooga
City of Miami Gardens
Pinellas County
City of Dallas
Bexar County
City of Garland
City of El Paso
City of Glendale
City of Avondale
Sonoma County
Multnomah County
TriMet Transit Authority
City of Acadia
City of Azusa
City of Oxnard
Alameda Unified School District
City of Las Vegas
Mott Community College
City of Norton Shores
Franklin
University
Wayne County
Chicago
Metropolitan
Agency for
Planning PA State System of
Higher Education
Milwaukee County
City of Dearborn
City of Westland
Dorchester County, SC
Green shading denotes State-level clients
City of
Hialeah
City of Coral Springs
Sound Transit
Metro Tulsa
Transit Authority Atlanta Housing Authority
City of Myrtle Beach, SC
City of Orlando
City of Annapolis
Cuyahoga
County
West Virginia University
Henrico County
City of Ocala
VIA Transit
Tarrant County
Port of San Diego
Arizona
State University
Ramsey County
Oklahoma City Airport Trust
City of Little Rock
Kansas City Area Transit Authority
Johnson County Airport Commission
Adams County
Douglas County
Public School District
Ability Connection Colorado
Denver International Airport
Johnson & Wales University
Pagosa
Springs
Durango
School District
City of Boulder
Colorado
Department of
Transportation
City of Draper City of South Salt Lake
City of Ft. Lauderdale
Broward County
JEA
Jackson Health System
Downtown Investment Authority
Duval County Public Schools
City of Jacksonville
Baptist Healthcare
Tallahassee
International Airport
Hillsborough County Public Schools
City of
Tallahassee
Port of Tampa Bay
Florida Housing Commission
Denver Public Schools
Oregon State University
Englewood School District
Minnesota State Colleges & Universities
City of Pontiac
Central Ohio Transit Authority Butler
County Parkway School District
Sedwick
County
City of Bellevue
Parkway School System
City of Stockton
City of Fresno
QUALIFICATIONS CITY OF MODESTO + CBRE 7
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Services Provided for State and Local Government Clients Portfolio-wide or sitespecific optimization
analysis and action plans
y Facility Condition
Assessments
y Occupancy Studies
y Highest and Best Use
Analyses
y Valuation
y Portfolio Review
y Benchmarking
y Asset Inventory
y Recommendations
Consulting
Advanced planning, site
selection and business
case development,
negotiation, and relocation
y Lease vs Buy Analysis
y Consolidation
Opportunities
y Site/Building Due
Diligence
y Landlord Due Diligence
y Site Comparison
y Location Analytics
y Space Planning/
Test Fits
y Negotiation
Leasing
Accessing private
sector capital to generate
revenue and reduce costs
y Project Preparation
y Visioning and
Stakeholder Input
y Feasibility Analysis &
Modeling
y RFQ/RFP Preparation
y Transparent,
Competitive Process
y Market Engagement
y Bid Evaluation Support
y Negotiation
y Design Liaison Services
Development
Advisory &
Public-Private
Partnerships Disposition of surplus
property, land swaps,
build-to-suits,
consolidations and
relocations
y Broker Opinions
of Value
y Cost/Benefit Analysis
y Professional Marketing
Materials
y Broad Marketing
Reach
y All Property
Types: Multifamily,
Courthouses, Land,
Prisons, Buildings,
Ports, etc
y Transaction
Structuring
y Public & Transparent
Process
Acquisition &
Dispositions
8 CITY OF MODESTO + CBRE QUALIFICATIONS
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Key
Personnel
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Michael McShea
National Co-Lead
CBRE Public Institutions
& Education Solutions

EXECUTIVE

OVERSIGHT
Erin Lee
Client Services Coordinator
CBRE Public Institutions &
Education Solutions

MARKETING/ADMIN

SUPPORT
Please provide relevant background information for all proposed key personnel.

LOCAL MARKET

EXPERTS
Steven White
Vice President
CBRE Capital Markets
Brian Peterson
Senior Vice President
CBRE Capital Markets
Nicolette Canzoneri
Associate Project Manager
CBRE Public Institutions &
Education Solutions

DEPUTY PROJECT
LEAD

ADVISORY TEAM
Ross Huber
Director
Financial Consulting
& Analysis
Steve Calandra
Director
CBRE Valuation &
Advisory Services
Brian Hutcherson
Regional Manager
CBRE Public Institutions
& Education Solutions

PROJECT LEAD
David Brennan
Senior Managing Director
CBRE Capital Markets

LOCAL MARKET
LEADER
KEY PERSONNEL CITY OF MODESTO + CBRE 11
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Brian Hutcherson
Western Regional Manager
CBRE Public Institutions &
Education Solutions
T: +1 858 405 6109
[email protected]
Sample Clients
Represented
– North County Transit
District, CA
– City of San Diego, CA
– City of Los Angeles, CA
– City of Arcadia, CA
– City of Azusa, CA
– City of Oxnard, CA
– City of Santa Rosa, CA
– County of Los Angeles, CA
– County of Sonoma, CA
– Alameda Unified School
District, CA
– California Judicial Courts
– System
– City of Las Vegas, NV
– McCarran International
Airport, NV
– City & County of Honolulu,
HI
– City of Avondale, AZ
– City of Glendale, AZ
– Maricopa County, AZ
– City of Ft Myers, FL
– Oregon State University
– State of Oregon
– US Navy
Experience
Brian Hutcherson is the Regional Manager for the Western Region in CBRE’s Public Institutions & Education Solutions practice. In this role, Brian advises and represents federal, state, county, municipal, and education clients on their real estate strategies, accessing specialty practice lines and services from across CBRE’s global platform.

As a result, Brian provides solutions ranging from strategic planning, transaction management, to development advisory advice and representation for public sector and education clients in California, Oregon, Arizona, Nevada, New Mexico, and Hawaii.

Brian currently advises on some of the most exciting projects in California including a 10-acre transit-oriented development in Oceanside on behalf of the North County Transit District, and several projects for the US Navy. He also advises multiple municipal clients on their portfolio management and acquisition and disposition strategies ranging from fee simple purchases and sales, ground leases, leases, and public-private partnerships.

From his 20 plus years as an active duty Marine, Brian brings a depth of strategic planning, leadership, and project management expertise to the practice. He is adept at leading diverse teams in with diverse backgrounds.

Professional Affiliations/Accreditations
– Licensed real estate salesperson, California
Significant Assignments
– Oceanside Transit Center P3 redevelopment, Oceanside, CA – Carlsbad Village Station P3 redevelopment, Carlsbad, CA – Carlsbad Poinsettia Station P3 redevelopment, Carlsbad, CA – US Navy Development advisory, San Diego, and other locations – Chanate Campus disposition, Santa Rosa, CA
– Leasing Portfolio, Los Angeles County
– Leasing Portfolio, California Judicial Council
Education
– Bachelor of Science, History, Texas Christian University – Master of Business Administration, University of Southern California Professional Resumes
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Experience
Michael B. McShea, Executive Vice President, leads CBRE’s state and local government practice. Mr. McShea provides strategic planning, development advisory, brokerage and other associated real estate services to government entities and education institutions nationwide.

Mr. McShea is a long time collaborator with Lee Ann Korst and together they have advised public sector and mission-oriented owners throughout the Southeast on the optimization of their real estate portfolios and real estate transactions. As an example, Mr. McShea and Ms. Korst are current collaborators on the projects mentioned throughout this proposal including the Hollywood Beach Culture & Community Center, the Orangebrook Golf & Country Club, the Ford on Bay, 500 N Main St in Summerville, SC, a $1B redevelopment project for the City of Miami, and many others.

Other collaborations with Ms. Korst include leading the State of South Carolina through an asset inventory and portfolio optimization leading to the disposition of over $59M in surplus property, and representing the State of Florida as a tenant representative and strategic partner.

Nationally, Mr. McShea has provided development advisory services for the North County Transit District, College of William & Mary, Alexandria City Public School System, National Institutes of Health, John Hopkins Applied Research Laboratory and the University of Cincinnati. He has advised the cities of Indianapolis, IN, Mobile, AL, Ann Arbor, MI and Miami, FL on economic development initiatives and public private partnerships.

Mr. McShea has developed strategic plans for various government entities including, most recently, the Commonwealth of Puerto Rico, States of Florida and South Carolina, and the Cities of Fort Myers, FL, Oakland, CA and Mobile, Alabama.

Awards
– United States Conference of Mayors Outstanding Achievement in Public Private Partnership, City of Tulsa, City Hall Acquisition
– National Association of State Facility Administrators Outstanding Achievement Award, Portfolio Management with the State of Michigan
Education
– Bachelor of Science, Business and Management, University of Maryland Industry Recognition & Scholarship
Mr. McShea has been a guest lecturer on various topics involving corporate, municipal and educational real estate including the National Association of College & University Business Officers (NACUBO), National Association of State Facility Administrators (NASFA), American Institute of Architects, California Association for Local Economic Development, American Association of Port Authorities, the Construction Manager Association of America and the Keenan Flagler Business School at the University of North Carolina Chapel Hill. He is also a recent speaker at federally focused P3 conferences and Floridaspecific P3 events.

Clients Represented
– Oakland, CA
– San Diego, CA
– Indianapolis, IN
– Miami, FL
– Ft Myers, FL
– Cape Coral, FL
– Mobile, AL
– Fort Lauderdale, FL
– Tulsa, OK
– Bloomington, IN
– Ann Arbor, MI
– Arlington County, VA
– Alexandria, VA
– Washington, DC
– Orange County, CA
– Maryland
– Florida
– North Carolina
– Tennessee
– South Carolina
– New York
– Michigan
– Minnesota
– Commonwealth of Puerto Rico
– US Navy
Michael McShea
Executive Vice President &
National Lead
CBRE Public Institutions &
Education Solutions
M: 1 202 669 2580
[email protected]
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Experience
David Brennan is a Senior Managing Director based in Sacramento, California. With over 180 employees, including 80 sales professionals, he oversees all aspects of the company’s business throughout California’s Central Valley and Northern Nevada markets in addition to leading the Northwest Industrial Network including Seattle, Portland, and Northern California.

Mr. Brennan oversees all lines of business in the region including Brokerage Services, Valuation and Advisory Services, Property Management, Project Management, and Debt and Equity Finance. His direction includes business development, client relations, training, and strategic business planning. Mr. Brennan’s 32 years of experience in commercial real estate offers local market knowledge and an unyielding dedication to excellence in real estate services.

Mr. Brennan’s leadership skills in management, brokerage and client relations ensure the continuation of CBRE’s 66-year market dominance in the region’s commercial real estate market.

Professional Affiliations / Accreditations
– Member, SIOR (Society of Industrial and Office Realtors) – Former President, Association of Commercial Real Estate – Board of Directors, Downtown Sacramento Partnership
– Board of Directors, Sacramento Metro Chamber of Commerce – Board of Directors, Business Council Inc. of San Joaquin County – Member, CBRE Western Division Executive Committee
– Member, Lambda Alpha
Education
– California State University, Sacramento, Bachelor of Science David Brennan
Senior Managing Director
CBRE Capital Markets
B: 1 916 446 8709
[email protected]
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Experience
Nicolette Canzoneri is an Associate Project Manager for the Western Region of CBRE’s Public Institutions & Education Solutions practice, providing account management, strategic planning, and transaction management. With a background in commercial real estate valuation and marketing, Nicolette brings strategic market insights to the team that are leveraged for our clients. Over the course of her 10- year career in real estate and appraising, Nicolette has been involved with projects spanning a wide range of property types, including office, retail, industrial, large land holdings, right-of-way, conservation properties, golf courses, and ski resorts.

Prior to joining CBRE, Nicolette has worked with government agencies in different capacities, providing consulting services aimed at improving public outreach services and internal operations. These experiences have further honed her ability to provide exceptional service to governmental agencies through public-private partnerships.

Nicolette brings a unique perspective to the team from her experiences in the environmental field and integrates environmental considerations in her work where appropriate and in relation to agency needs. She has extensive background with water quality agencies and related environmental concerns.

Education
Master of Science, Environmental Sciences from Oregon State University Bachelor of Arts, Psychology from California State University Sacramento Clients Represented
– California Judicial Courts System
– City of Oxnard, CA
– Clark County, NV
– City of Avondale, AZ
– Maricopa County Community
College District, AZ
– Oregon State University, OR
– State of Oregon, OR
– North County Transit District, CA
– City of Palm Desert, CA
– Long Beach Unified School
District, CA
– Sacramento Regional Transit, CA
– VA Hospital
Nicolette Canzoneri
Associate Project Manager
CBRE Public Institutions &
Education Solutions
M: 1 805 587 4363
[email protected]
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Experience
Erin Lee is the Client Services Coordinator for the Western Region of CBRE’s Public Institutions & Education Solutions practice, providing graphic design, marketing, and general administrative tasks. Erin brings 25 years of experience in industrial/commercial/ office real estate marketing.

With this experience Erin brings a clear understanding of the marketing needs of real estate projects. She is passionate about her career and prides herself in her forward thinking and problem solving.

Erin is able to wear many hats and has an enthusiastic approach to every project small and large.

Education
Bachelor of Arts, Business Administration - Marketing, from California State University Fullerton Clients Represented
– California Judicial Courts System
– City of Oxnard, CA
– Clark County, NV
– City of Avondale, AZ
– Maricopa County Community College
District, AZ
– Oregon State University, OR
– State of Oregon, OR
– North County Transit District, CA
– City of Palm Desert, CA
– Long Beach Unified School District, CA
– Sacramento Regional Transit, CA
– VA Hospital
– Amazon
– LuLaRoe
– Hillwood
– Property Reserve, Inc.

Erin Lee
Client Services Coordinator
CBRE Public Institutions &
Education Solutions
M: 1 619 648 9592
[email protected]
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Experience
Brian Peterson is a native of Northern California and is in his 18th year with CBRE. Brian has extensive experience working with a broad client base that includes many prominent local, institutional and municipal groups and is recognized as the top contact for market knowledge relating to office and medical office properties within California’s Central Valley.

Brian has also served as the account lead for consulting and disposition agreements for multiple municipalities in the region and is currently the corporate real estate representative for AspiraNet and their 50+ locations throughout California.

Achievements
– San Joaquin Partnership, Member
– Guest Lecture, University of the Pacific
– BOMA Sacramento Market Outlook Panelist 2014, 2015, 2017, 2018, 2019 – CBRE Central Valley Outlook and Forecast Panelist
– CBRE Americas Rookie of the Year, “McAdam Cup”
– Top Producer, Central Valley 2008-2023
– Top Ten Producer, Sacramento LMA 2016, 2018, 2020, 2021 Education
– California State University, Sacramento, Bachelor of Arts; Organizational Communications Clients Represented
– Morgan Stanley Smith Barney
– University of the Pacific
– JP Morgan Chase
– AspiraNet
– Barry Swenson Builder
– Almond Board of California
– Dignity Health/CommonSpirit
– Tenet Healthcare
– Lodi Health (Adventist)
– Triad Partners
– San Joaquin County
– Verizon
– Chevron
– San Joaquin Delta College
– Wells Fargo
– Greenlaw Partners
– AG Spanos Companies
– Grupe Huber Company
– Stone Brothers Management
– Textron Financial
– McKesson
– Prologis
– Panattoni Development
Brian Peterson
Senior Vice President
B: 1 209 476 2907
[email protected]
Significant Assignments

CLIENT ADDRESS SIZE (SF)
Buzz Oates Real Estate Stockton Airport Business Center 248,428 Assured Guaranty 400 E Main Street 245,541
Pacific Edge Development Multiple Properties 200,776
AG Spanos Companies AG Spanos Building 146,064
Grupe Huber Company University Park 102 AC Development
Grupe Huber Company Reynolds Building 146,845
City of Fresno Portfolio Consultant, Disposition Agreement 100+ properties Prologis International Park of Commerce 300,000
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Experience
Steve White joined Brian Peterson in 2012, to focus on brokerage services for office properties throughout the Central Valley. Born and raised in Stockton, California, and a graduate of California State University Chico, Steve possesses an intimate knowledge of the Central Valley market and has established long-standing local relationships. Steve is the lead broker on several prominent office listings in the market and has also been a key member of the consulting and disposition team servicing the City of Stockton and City of Fresno accounts. Steve and Brian have grown to become the dominant local office practice and Steve is widely recognized as a reliable and knowledgeable contact for office properties throughout the Central Valley.

Professional Affiliations / Accreditations
– San Joaquin Partnership, Member
– City of Stockton Greater Chamber of Commerce, Member
Education
– California State University, Chico
Clients Represented
– Quest Diagnostics
– Housing Authority of the
County of San Joaquin
– Exam Works
– University of the Pacific
– AG Spanos Companies
– Stone Brothers Management
– Buzz Oates Real Estate
– Graceada Partners
– Bank of Rio Vista
– Grupe Commercial Company
– Wells Fargo
– Centerra Capital
– Pacific Edge Development
– The Garibaldi Company
– Triad Partners
– Greenlaw Partners
– Barry Swenson Builders
– The Conference Claimants’
Endowment Board
– Store Capital
– Granum Partners
– Valley First Credit Union
– UNCLE Credit Union
Steven White
Vice President
B: 1 209 476 2906
[email protected]
Significant Assignments

Mr. Huber is a Chartered Financial Analyst (CFA) and a regular collaborator with CBRE’s Public Institutions & Education Solutions team for the planning, evaluation, and negotiation of development projects on behalf of public sector clients.

Mr. Huber’s role on these projects is typically focused on developing financial models to determine likely value ranges on specific properties subject to various development parameters and use types. He also plays a critical role in evaluating developer financial proposals and pro formas for accuracy, realism, implication of tax scenarios, and other fine points of financial terms to facilitate the negotiation process. These services include reviewing financial options for the delivery of any public component, discounted cash flow (DCF) analysis, net present value (NPV), internal rate of return (IRR), land residual analysis, and the review of development proformas for clients as the land owner and/or developer as necessary.

The Financial Consulting Group is a team comprised of over twenty professionals throughout the country. The group leverages the proven experience and local market knowledge of more than 14,000 real estate professionals worldwide to provide custom analyses, which empower clients to make the most informed real estate decisions.

Significant Assignments
The City of Hollywood, FL: redevelopment of the Hollywood Beach Community & Cultural Center site into mixed use commercial development with beneficial public spaces, redevelopment of the Orangebrook Golf & Country Club into an upgraded facility, advisory services related to City Hall Circle redevelopment
– City of Jacksonville, FL: redevelopment of the Ford on Bay for mixed use commercial development with beneficial public spaces, redevelopment of the JAX River Plaza – Duval County Public Schools, FL: redevelopment and relocation of headquarters site – City of West Palm Beach, FL: analysis of developer proposals for marina redevelopment – US Navy: highest and best use analysis and analysis of development potential on multiple sites nationwide including urban infill properties and transit-oriented development – North County Transit District, CA: highest and best use analysis and analysis of development potential and corresponding values on multiple transit-oriented sites; evaluation of financial terms of developer proposal
– Johnson & Wales University Campus redevelopment sale, North Miami Education & Credentials
– University of Wisconsin – Madison; B.S. in Economics
– Licensed Real Estate Salesperson, State of Illinois
– Chartered Financial Analyst
Ross Huber
Director
CBRE Financial Consulting
Group
M: 1 312 935 1437
[email protected]
Clients represented
– City of Miami
– City of Hollywood
– City of West Palm Beach
– City of Miami Gardens
– Johnson & Wales
University
– Downtown Investment
Authority, Jacksonville,
FL
– North County Transit
District, CA
– US Navy
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Experience
Steve Calandra serves as a Director of Valuation and Advisory Services in Southern California. In this role, he directs valuation and consulting engagements related to a wide variety of property types in the Southern California and Hawaii markets.

Mr. Calandra has a broad range of experience in the valuation and analysis of asset types including agricultural properties, development and transitional land, subdivisions, office, industrial, single and multi-family, luxury estate homes, hotels, self-storage, ground leased sites and going-concern valuations of complex assets. Mr. Calandra’s expertise includes valuation of fee simple, leased fee and leasehold interests, feasibility studies, highest and best use studies, rental surveys, conservation easements, re use and redevelopment projects, partial takings, eminent domain and condemnation, acquisition/disposition, foreclosure related valuations, trust accounts, estate, gift and Internal Revenue Service related tax valuations.

Steve Calandra has been involved in commercial real estate valuations since 1996. Prior to joining CBRE, he was the Managing Director for JLL Valuation and Advisory Services and held various positions with Integra Realty Resources, including Senior Managing Director of the Orange County and Inland Empire office. Mr. Calandra has become a trusted advisor to his clients providing appraisal and consulting services to lenders, pension funds, REITs, law firms, CPA’s, government agencies, school districts, and builders in all phases of development, helping them to achieve their current goals and plan for the future.

Education
– Bachelor of Arts, English Literature and Creative Writing; California State University, Fresno – MAI designation of the Appraisal Institute
– Certified General Real Estate Appraiser, State of California #AG027877 – Certified General Real Estate Appraiser, State of Hawaii #1031 Specialties
– Agricultural Properties
– Special Use Properties
– Highest and Best Use Case
Studies
– Subdivision and Masterplans
– Eminent Domain/Condemnation
– Estate Valuations
Steve Calandra
Director
CBRE Valuation & Advisory
Services
M: 1 949 599 5751
[email protected]
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Similar
Projects
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Background
The North County Transit District (NCTD) provides bus, train, and hybrid rail services in North San Diego County, CA. Providing more than 10 million passenger trips per year, NCTD shares the use of its tracks with rail partners Amtrak, Metrolink, BNSF, and Pacific Sun Railroad. Amtrak and Metrolink operate more than 264 commuter trains on NCTD tracks every week.

Challenge
CBRE was engaged in 2019 to provide a broad suite of real estate services including identifying and activating sources of revenue in the NCTD portfolio. Our first project was activation and redevelopment of NCTD’s Oceanside Transit Center, a 10 acre property consisting primarily of surface parking, but also home to NCTD headquarters and transit infrastructure including rail and bus facilities.

NCTD was seeking redevelopment that would increase ridership, improve NCTD’s headquarters, and deliver higher density, mixed and complementary uses that will serve to draw new residents, visitors, and transit passengers.

How CBRE created advantage for NCTD
Upon engagement, CBRE provided a highest and best use study of the property, massing studies and density projections, and significant developer engagement to market the opportunity in advance of the release of a formal RFP to developers. CBRE prepared and launched a comprehensive marketing campaign to attract financially competitive proposals that also meet NCTD’s operational objectives. The highly custom materials include videos, photography, brochures, a website, and detailed Request for Proposals (RFP).

CBRE’s marketing efforts attracted international attention and delivered multiple competitive proposals offering significant value to NCTD including a revised street grid, build to suit headquarters facilities, and multiple mixed uses including parking. The team collaborated closely with NCTD to refine the available offers, create a competitive environment for the project, and negotiate the best terms for the District. As a result, the project will generate a stable source of revenue over a 99-year term, which will reduce the potential impacts of fluctuating economic conditions on NCTD’s ability to maintain routine operation. Further, the relocation of NCTD’s General Administrative Office from its current location on 810 Mission Ave to the new development will free up additional land at the Mission Ave site for housing.

The $400M project was approved in late 2020 and will include:

NORTH COUNTY TRANSIT DISTRICT
North County Transit District
Background
The North County Transit District (NCTD) provides bus, train, and hybrid rail services in North San Diego County, CA.

Providing more than 10 million passenger trips per year, NCTD shares the use of its tracks with rail partners Amtrak, Metrolink, BNSF, and Pacific Sun Railroad. Amtrak and Metrolink operate more than 264 commuter trains on NCTD tracks every week.

How CBRE created advantage for NCTD
Upon engagement, CBRE provided a highest and best use
study of the property, massing studies and density
projections, and significant developer engagement to market the opportunity in advance of the release of a formal RFP to developers. CBRE prepared and launched a comprehensive
marketing campaign to attract financially competitive
proposals that also meet NCTD’s operational objectives. The highly custom materials include videos, photography,
brochures, a website, and detailed Request for Proposals (RFP).

The $400M project was approved in late 2020 and will include:
140
Hotel rooms
550+
Housing units
80 Affordable
housing units
2,700+
Acres sold
$1M+
Estimated annual property
tax returned to municipalities
55k
SF NCTD General
Administrative
Office
560
Parking spaces
4,000
SF intermodal
center for trains
and buses
Oceanside Transit Station - Before
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City of Oxnard

CHALLENGE
CBRE has been under contract with the
City of Oxnard to provide ongoing real
estate services and advice for the City’s
needs. As Project Homekey gained
momentum in 2020, the City reached out
to CBRE to see if we could help. The City
and CBRE had identified a number of
potential acquisition targets and with
CBRE’s help, narrowed the focus on the
Vagabond Inn.

SOLUTION
The City requested that CBRE work with a private developer, Community Development Partners, to apply for the Project Homekey funds held by Ventura County and execute the
transaction. CBRE represented the developer in the purchase of the property and supported the navigation of the Homekey process.

RESULT
With CBRE’s help, the transaction closed in approximately 100 days, within Project Homekey’s tight deadline. The site will remain in use as an interim shelter while it is converted into permanent supportive housing. The property will undergo a complete interior remodel with kitchenettes added to the units, and potential changes to the property’s exterior.

CASE STUDY
Long Beach Unified School
District, CA

CHALLENGE
CBRE was engaged by the Long Beach
Unified School District in California to
represent it in the disposition of two
properties that had been designated
surplus, 999 Atlantic Ave and 4310 Long
Beach Blvd. The properties were in varying
condition and were to be sold as is in
accordance with the District’s procurement
processes.

SOLUTION
CBRE toured the properties to determine their relative condition and advantages in the market. The properties were the subject of significant interest in the brokerage community.

RESULTS
CBRE marketed the opportunity broadly throughout our local, regional, national, and international network of developers, ultimately delivering multiple offers for each property for LBUSD’s consideration. CBRE is analyzing the offers with LBUSD, providing in depth technical and financial and review to ensure maximum value for the District.

PIES | BRIAN HUTCHERSON, WESTERN REGIONAL MANAGER [email protected]

LONG BEACH UNIFIED SCHOOL DISTRICT
City of Oxnard

CHALLENGE
The City of Avondale, AZ has embarked on
an ambitious redevelopment of its
downtown. Renamed “The BLVD,” the 365-
acre area will offer pedestrian oriented
districts, generous landscaping, boutique
shops, and vibrant dining options, as well
as parks and plazas for family and friends
to gather. The BLVD will have six trendy
district concepts for shopping, dining,
entertainment and living, with pedestrianfriendly street and outdoor activities.

CBRE was engaged to represent the City in
the disposition of the first component of
the project, a 12.99-acre property zoned for
multifamily development at 22 DUs/acre.

SOLUTION
CBRE reviewed all site documentation, market information, and developer appetite for similar projects in the area. The team prepared and delivered a world-class marketing campaign emphasizing:
− The integration of the parcel with the future planned districts − The additional ongoing investment by the City in the
development
− The unmet demand for housing the in Avondale area.

RESULT
Following CBRE’s marketing campaign, the City received strong interest in the property with over 130 international viewers and double-digit downloads of marketing and due diligence
materials. CBRE delivered multiple competitive offers for the City’s review.

The project is anticipated to close in mid 2021.

CITY OF AVONDALE, AZ

CBRE was engaged to represent the City in
the disposition of the first component of
the project, a 12.99-acre property zoned for
multifamily development at 22 DUs/acre.

The project is anticipated to close in mid 2021.
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Confidential & Proprietary | © 2023 CBRE, Inc. 1
Sacramento Regional Transit, CA
Challenge
Sacramento Regional Transit (SacRT) is
the regional transit provider in
Sacramento, CA, operating over 80 bus
routes (fixed-route, micro transit and diala-ride), 43 miles of light rail serving 52 light rail stations and ADA paratransit
services all within a 400 square-mile
service area throughout Sacramento
County. The area includes service in the
cities of Sacramento, Citrus Heights, Elk
Grove, Folsom and Rancho Cordova.

Following a competitive procurement,
SacRT selected CBRE as its preferred
Broker partner for owner/tenant
representative services to secure one
or more industrial properties.

Solution
CBRE has worked with SacRT to determine its operational requirements for the new space by meeting with SacRT department heads to conduct interviews to determine space needs, perform site visits to better understand tenant improvement requirements, and meet with operational end users to understand mobility and transportation requirements. CBRE also strategized with SacRT regarding its operational expenses, requirements, electrical requirements, and bus bay size requirements.

Following this discovery period, CBRE discussed with SacRT the pros and cons of lease vs buy and the implications of space utilization/programming scenarios. The team briefed SacRT on current market conditions, pricing, and availability. Upon approval from SacRT, CBRE marketed SacRT’s request for offers and identified opportunities that meet SacRT’s location and amenities criteria. The team conducted property visits to prospective locations and briefed leadership on status as appropriate. A
Result
After an exhaustive market survey and through continued efforts the CBRE team identified three potential privately owned parcels that could be assembled to support SacRT’s operational and space requirements for a 250K new maintenance facility. CBRE is supporting SacRT to evaluate these options and determine an execution strategy in accordance with their occupancy goals for the project.

SACRAMENTO REGIONAL TRANSIT, CA

CITY OF HOLLYWOOD BEACH & CULTURAL CENTER

City of Hollywood Beach & Cultural Center
Challenge
CBRE was engaged to
represent the City of
Hollywood, FL in the
planning,
marketing, negotiation,
and execution of a P3
redevelopment of a
community-centric parcel
that currently houses the
City’s Community and
Cultural Center.

The City was seeking
world-class advisory
services to ensure the
future
development would be an
exceptional value to the
City, provide upgrades to
the existing community
center, and provide mixed
uses including housing
retail, and appropriate
parking.

PUBLIC INSTITUTIONS & EDUCATION SOLUTIONS
Solution
The City had already received an unsolicited proposal to redevelop the valuable Hollywood Beach Culture and Community Center site– CBRE worked with the City under the Florida P3 statute to manage a more defined process that would enable the City to maximize the value of the site by refining its needs for a future center building and redevelop the site to its highest and best use by including public amenities and a boardwalk. CBRE developed a customized marketing campaign with this project design in mind, requesting proposals from the development community that provided a new venue for community use as well as commercial uses on site, and the pedestrian space and boardwalk desired.

Results
CBRE’s process delivered 7 additional highly competitive proposals in accordance with all State and local requirements and with exciting and dynamic plans and mixed uses. CBRE’s Project Management practice has been engaged to review
technical aspects of the proposals and ensure maximum
value and feasibility. CBRE’s Financial Consulting team further supported the review of all offers to provide the City with a clear basis of comparison.

The City ultimately voted unanimously to select a final proposed offer from the Related Group. The final project will provide the City with lease payments of over $830 million, new culture and community center, broadwalk extension,
restaurants, public parking and improvements to Harry
Berry Park. These improvements are all developer-funded and at no cost to the City. As a result of the public process led by CBRE, the City will capture over $10M in improved deal terms (NPV) from the original unsolicited offer.

Services
− Development Advisory
− RFP Development & Marketing
− Financial analysis
− Construction Cost and Risk Analysis
Confidential & Proprietary | © 2023 CBRE, Inc. 1
Challenge
Sacramento Regional Transit (SacRT) is
the regional transit provider in
Sacramento, CA, operating over 80 bus
routes (fixed-route, micro transit and diala-ride), 43 miles of light rail serving 52 light rail stations and ADA paratransit
services all within a 400 square-mile
service area throughout Sacramento
County. The area includes service in the
cities of Sacramento, Citrus Heights, Elk
Grove, Folsom and Rancho Cordova.

Following a competitive procurement,
SacRT selected CBRE as its preferred
Broker partner for owner/tenant
representative services to secure one
or more industrial properties.

Services
− Development Advisory
− RFP Development & Marketing
− Financial analysis
− Construction Cost and Risk Analysis
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Challenge
The Utah Transit Authority (UTA) is preparing master planning for the design and construction of its new headquarters, to be located within a mixed-use tower between the Salt Lake Central Frontrunner and TRAX platforms, at approximately 300 South and 600 West in downtown Salt Lake City (“SLCentral”). The SLCentral project will include a mixed-use tower that incorporates transit passenger amenities and retail space on the ground floor and UTA’s headquarter offices above, with commercial or other private uses in the remainder of the tower. The SLCentral project site will also include an operating bus facility at ground level connecting to local streets. UTA will self-develop the Project using an alternative construction delivery method such as construction management/general contractor (CMGC), Construction Manager at risk (CMAR), or design-build (DB).

Following a competitive procurement, UTA engaged CBRE to provide Real Estate Market Advisory Services, Commercial Leasing Brokerage Services, and/or Property Management Services on the final project.

Solution
Currently in the planning stages of the project, CBRE is helping UTA to understand its market position and plan the development to provide maximum returns to UTA and be as commercially attractive as possible to future co-tenants. Current activities include:
– General real estate market research and advice
– Highest and best use advice
– Tenant program development
– Preliminary site marketability analysis (including environmental sustainability features) – Market-specific parking strategy
– Preliminary valuation and advisory services for leasing of commercial space – Structured finance and capital markets advice, as needed Results
CBRE recently provided a Real Estate Market Analysis consisting of a regional market overview, submarket analysis, and data on office and retail absorption, vacancy, pipeline, and forecasting. The team is currently working on a headquarters building program including tenant mix and square footage, highest and best use analysis, parking analysis, conceptual phasing for the site, and financial modeling.

UTAH TRANSIT AUTHORITY
26 CITY OF MODESTO + CBRE SIMILAR PROJECTS

CITY OF STOCKTON, CA

CHALLENGE
As a consequence of its Chapter 9
bankruptcy filing, the City of Stockton
adopted numerous strategies to pay down its
debt to creditors while still maintaining
essential services. One key decision involved
the selection of CBRE as its exclusive real
estate services provider in 2013 to develop
and implement a strategic plan for the
disposition of underutilized and surplus
properties.

SOLUTION
Working under challenging and politically-charged conditions, CBRE undertook a thorough evaluation of City-owned assets and completed Broker Opinions of Value (BOVs) for nearly l 00 properties to assess their "highest and best" use as well as potential market value. In May of this year, the Stockton City Council authorized the listing of 31 of these properties for sale.

Among the assets (many of which hove sold or are currently in contract) are vacant buildings, undeveloped City lots and approximately 1,800 acres of land around New Hogan Lake in Calaveros County. The net proceeds are returning much
needed funds to City coffers.
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SIMILAR PROJECTS CITY OF MODESTO + CBRE 27
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References
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Please provide at least three references that can be contacted for verification of respondent’s experience and qualifications. The references should be for public agencies, for which you and/or the firm have provided facilitation services within the past three years.

Reference 1
REFERENCES CITY OF MODESTO + CBRE 29
Sacramento Regional Transit is in the process of acquiring industrial property for addi�onal bus maintenance facili�es in the Sacramento area. SacRT chose CBRE as our preferred Broker partner for representa�on to secure one or more industrial proper�es to provide owner/tenant representa�ve services. They have been invaluable in assis�ng SacRT with guiding us through the real estate process. The tasks and deliverables we have requested include:

1. Determine Opera�onal Requirements:
a. Coordinate with Real Estate staff to meet with department heads and conduct interviews to determine space needs, b. Coordinate with Real Estate staff to perform site visits to be�er understand tenant improvement requirements, c.

Coordinate with Real Estate Staff to meet with opera�onal end users to understand mobility and transporta�on requirements, d. Coordinate with SacRT staff to determine opera�onal expenses, requirements, electrical requirements, and bus bay size requirements, e. Devise strategy that includes: Board requirements, legal requirements, coordina�on between SacRT’s administra�ve office broker and CBRE, financial requirements (Federal/State funding, line of credit opportuni�es, grant input, prevailing wage implica�ons); ADA requirements, transit access, f. Provide examples from others on COVID safety implementa�on op�ons/requirements and other healthy workspace prac�ces and what make employees happy; help SacRT determine space planning needs related to this issue, g. Document progress and notes from process.

2. Educate SacRT Staff and Board on the market:
a. Pros and cons of lease vs buy, space u�liza�on; provide data on market condi�ons, pricing, and availability; summarize in fact sheets.

3. Market SacRT’s request for offers and iden�fy opportuni�es that meet loca�on/ameni�es/criteria M2 Zoning:
a. Conduct research on poten�al sites that meet the opera�onal needs and requirements for SacRT within the Sacramento Metropolitan Area, which may include: i. Ability to install bus wash ii. Ability to perform heavy repair iii. Room to park approximately 100 buses on the lot for each loca�on iv. Capacity to install electric infrastructure v. small office and break room space for SacRT personnel b. Conduct property visits with Real Estate Staff and Management

4. Site Selec�on and Acquisi�on:
a. Conduct property visits to prospec�ve loca�ons with 1) Real Estate Staff 2) SacRT Management 3) and SacRT Board, b. Depending on specific site, facilitate lease and/or Purchase and Sale Agreement nego�a�on, i. If site is developercontrolled, nego�ate return expecta�ons with developer, establish whether it will be a long-term leasehold interest or ownership, work with developer to establish project budget. Provide recommenda�ons and cri�que returns and structure. ii. Present any necessary info to Board or SacRT team iii. Oversee inspec�ons iv. Work with team to space plan and design; Provide CAD files from building owner, to the extent available, for SacRT staff to space plan as needed v.

Work with �tle or any necessary third par�es to complete transac�on vi. Supply completed documents file and materials created within the transac�on.

In addi�on, we have found Ryan DeAngelis and Brian Hutcherson to be highly professional, knowledgeable, skilled, and �mely in their efforts working with Sacramento Regional Transits various staff and management. We are apprecia�ve of their guidance, work ethic, communica�on, and rela�onships that make it easier for us to determine our opportuni�es within the marketplace. We look forward to comple�ng our transac�ons using the CBRE team and would recommend them to any organiza�on looking to have a successful transac�on.

If you have any ques�ons, please do not hesitate to contact me at 916-217-0157 or [email protected].

Sincerely,
Senior Manager, Real Estate and TOD
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Reference 2
30 CITY OF MODESTO + CBRE REFERENCES

OFFICE OF ECONOMIC DEVELOPMENT
11465 W Civic Center Drive │Avondale, AZ 85323
Phone (623) 333-1400 │ [email protected] | AvondaleEDGE.com 05/12/2023
RE: CBRE – Letter of Recommendation
I am writing to provide a reference for Brian Hutcherson and CBRE Public Institutions & Education Solutions. I highly recommend Mr. Hutcherson and the CBRE team for their exceptional work assisting the City of Avondale with its BLVD Mixed Use District. As a public servant and a professional Economic Developer with over 20 years of experience, I’ve worked with numerous consultants; I can confidently say that Brian Hutcherson and CBRE are among the best I’ve worked with. They were an essential partner in developing multiple RFPs and land transactions on behalf of the city.

Throughout the entire process, CBRE demonstrated a deep understanding of Avondale’s vision for the BLVD and was able to provide critical analysis and marketing material to communicate our vision to potential developers and investors. They worked tirelessly to engage prospects, create a world-class RFP portal, establish a clear path forward, and share it with City Leadership.

Their commitment to customer service has helped us bring over 360 new luxury apartments to our community and provided excellent market exposure that has been critical to the ongoing success we have found at the BLVD.

Please do not hesitate to contact me if I may provide additional information.

Sincerely
Kenneth Chapa
Economic Development & Tourism Director
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Reference 3
REFERENCES CITY OF MODESTO + CBRE 31
Amanda Thomas, Real Property Agent
City of Stockton, Economic Development Department
400 E. Main Street, 4th Floor, Stockton, CA 95202
[email protected] | 209.937.7540
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List of
Clients
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List of clients--preferably including comparable placements LIST OF CLIENTS CITY OF MODESTO + CBRE 33
Client Name Description of Work/Scope Date Service was provided City of Stockton Portfolio Property Evaluation & Disposition Services 2012-2014, 2015-2018 City of Fresno Portfolio Property Evaluation & Disposition Services 2014- 2016 Housing Authority of the
County of San Joaquin Acquisition execution and disposition consulting 2017 - 2018 Grupe Commercial Company
General brokerage services relating to office and medical office leasing and development. Includes 102 Acre University Park & Grupe Building
2005 - Present
Pacific Edge Development General Brokerage Services relating to Pacific Edges portfolio of commercial properties throughout San Joaquin County. 2005 - Present AG Spanos Companies General brokerage services relating to SBM’s portfolio of commercial properties including leases & disposition work. 2005 – Present Graceada Partners General brokerage services including sales and leasing for multiple properties in the Modesto market and surrounding area 2018 - Present AspiraNet
Advisory and transaction management services for Aspiranet properties across the State of California. Selecting and supervising local brokers.
2013 - Present
Sonoma County Disposition of Chanate campus 2020 - Present City of Oxnard Acquisition of Project HomeKey site 2019 - Present San Joaquin County Brokerage services Ongoing

SAMPLE RECENT PUBLIC SECTOR CLIENTS IN CALIFORNIA
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Professional
Fees
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Professional fees and estimated out-of-pocket expenses
Consulting Fees

SUCCESS FEE SALE PRICE

4.00% $0 - $10 M

3.00% $10 M - $20 M

2.50% $20 - $30 M

2.00% $30 M - $50 M

1.50% $50 - $100 M

0.95% $100 M or greater
Fee Simple Sale
Upon execution of Purchase and Sale Agreement and subsequent Close of Escrow (COE), CBRE will be due a Success Fee paid for by the City following CBRE’s proposed commission schedule.

SALE OF $15M PROPERTY $15,000,000
Multiplied by Success Fee % Schedule 4.0% ($10M)+ $400,000+

3.0% ($5M)+ $150,000+
SUCCESS FEE =$15,0000,000 = $550,000
Sample commission calculation
PROFESSIONAL FEES CITY OF MODESTO + CBRE 35
Due to the nature of, and our experience with, the proposed scope of work, these potential transactions will likely be complex and lengthy. As such, if selected, we propose an ongoing fixed monthly retainer to be negotiated prior to contract execution and paid by the City to CBRE. This retainer intends to compensate for our time and expenses that may be related or unrelated to specific transactions, and includes research requests, title searches, market analyses, and broker opinions of value.

Our team envisions our level of service to be similar to an on-call, as-needed extension of your in-house real estate team that supports in all efforts. The monthly retainer enables us to provide a high level of service and availability to your team at your discretion, without the concern of cost over-runs or a need for tracking hours. We will credit 20% of CBRE commissions over $100,000 back to the City, up to 60% of the total accrued monthly retainer.

Name Position Hourly Rate
McShea Executive Oversight $425.00
Hutcherson Project Lead $325.00
Canzoneri Deputy Project Lead $250.00
Lee Marketing Lead/Admin Support $175.00
White Local Broker $375.00
Peterson Local Broker $375.00
Calandra Valuation & Appraisal $250.00
Huber Financial Consulting $250.00
Consulting Hourly Rates
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Additional
Services
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Marketing Tools
Custom Materials
RFP: Digital-First Experience
• A concise, graphical, data and story-driven marketing package • Captures the attention of decision makers by driving them to focus on high-level information of the investment
• Enhances speed-to-market and increases efficiencies in the marketing process • Supporting documents such as reports, in-depth financial models and deep-dive market information available in Deal Flow virtual deal room Web Presence
• An engaging, full-featured, mobile-friendly executive summary presentation made available on the Deal Flow platform
• Potential investors can interact with a virtual tour, review investment highlights, access and sign a registration agreement, and more Launch Email
• Targets active, qualified buyers
• Includes standard touch points and virtual marketing materials • Distributed through the Deal Flow platform
When you partner with CBRE, you unlock the industry’s leading marketing platform. Our team will deliver a tailored marketing strategy specific to your goals, develop a highly polished collection of materials and apply tactics and technologies that will communicate the unique value and opportunity at the property.

Leveraging the firm’s best-in-class resources, CBRE will deliver a sophisticated suite of custom marketing collateral complemented by virtual experiences that enable potential investors to “tour” properties from anywhere in the world—a critical element of success under current market conditions. Our bespoke marketing practices will generate powerful impressions, even if the opportunity to physically experience the offering does not exist.

Our integrated suite of virtual marketing solutions delivers maximum results.

ADDITIONAL SERVICES CITY OF MODESTO + CBRE 37
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CBRE Deal Flow is CBRE’s listing platform for all investment sales. This digital, all-in-one marketplace streamlines the entire disposition process, with full-coverage tracking, a secure virtual deal room, and sophisticated reporting. Deal Flow enables a highly customized property marketing package complete with website, email marketing, and virtual deal room, with exposure to 1.1M+ investors globally and 150,000+ site visits per month.

Property Marketing
Powered by CBRE Deal Flow

1.1M+
Investors in Our Database
150K+
Site Visits Per Month
430+
New Deals Brought to Market Each Month
1+
Registration Agreement Signed Per Minute
Sample marketing materials for recent
redevelopment project
THE FORD ON BAY | HIGHEST & BEST USE MASSING STUDY | JACKSONVILLE, FL SEPTEMBER 12, 2019 | 4 NOTE: This study is purely illustrative to show development yield potential and is not meant to represent an actual architectural design. 1 2
3 1 2 3

E BAY ST (INNOVATION CORRIDOR)

S MARKET ST

S NEWMAN ST

N LIBERTY ST

RESIDENTIAL RETAIL PARKING FUTURE RIVERWALK PRIMARY PEDESTRIAN ROUTES Height:

Residential:

Retail:

Parking Required*:

Parking Provided:

Parking Delta:

Height:

Residential:

Retail:

Parking Required*:

Parking Provided:

Parking Delta:
* NOTE: Even though the City of Jacksonville
has no parking requirements on this site, retail
parking was assumed to be 5 spaces per 1,000
sf of retail and 1.5 spaces per residential unit.

Height:

Residential:

Retail:
±100’ (10 Floors)
±159 Units
±17,000 sf
±100’ (10 Floors)
±140 Units
±30,000 sf
±100’ (10 Floors)
±299 Units
±20,250 sf
±550 Spaces
±625 Spaces
+75 Spaces
±683 Spaces
±739 Spaces
+56 Spaces
VIEW FROM CITY - OPTION 1 (MID-RISE)
North County
Transit District,
Carlsbad, CA
Sample videography for similar
clients
Johnson & Wales
University, North
Miami
City of Jacksonville, FL
The Ford on Bay
Formerly known as “the old courthouse site” by the City of Jacksonville, CBRE rebranded the project The Ford On Bay, recognizing the project’s activation of Bay Street and history as a river crossing point used by Native Americans.
38 CITY OF MODESTO + CBRE ADDITIONAL SERVICES
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Access to global capital
CBRE migrates more global capital around the world and into the U.S. than any other firm.

SONOMA COUNTY
177 Interested Foreign Parties

JOHNSON & WALES

UNIVERSITY
194 Interested Foreign Parties

STATE OF NEW HAMPSHIRE
148 Interested Foreign Parties
2022 Highlights
#1
Globally in total properties sold
& total dollar volume for the 12th
consecutive year

23.7%
Global market share
$55.7B
Global cross-border
investment sales activity
in 2022

46.1%
More than our closest
competitor
$200B+
Global cross-border
investment sales activity
since 2019
ADDITIONAL SERVICES CITY OF MODESTO + CBRE 39
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CBRE © 2023 All Rights Reserved. All information included in this proposal pertaining to CBRE—including but not limited to its operations, employees, technology and clients—are proprietary and confidential, and are supplied with the understanding that they will be held in confidence and not disclosed to third parties without the prior written consent of CBRE. This letter/proposal is intended solely as a preliminary expression of general intentions and is to be used for discussion purposes only. The parties intend that neither shall have any contractual obligations to the other with respect to the matters referred herein unless and until a definitive agreement has been fully executed and delivered by the parties. The parties agree that this letter/proposal is not intended to create any agreement or obligation by either party to negotiate a definitive lease/purchase and sale agreement and imposes no duty whatsoever on either party to continue negotiations, including without limitation any obligation to negotiate in good faith or in any way other than at arm’s length.

Prior to delivery of a definitive executed agreement, and without any liability to the other party, either party may (1) propose different terms from those summarized herein, (2) enter into negotiations with other parties and/or (3) unilaterally terminate all negotiations with the other party hereto. CBRE and the CBRE logo are service marks of CBRE, Inc. and/or its affiliated or related companies in the United States and other countries. All other marks displayed on this document are the property of their respective owners.

Brian
Hutcherson
Regional Manager
CBRE Public Institutions &
Education Solutions
+1 858 405 6109
[email protected]
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Economic Development CommitteeFebruary 5, 2024

Economic Development Committee
February 5, 2024