Agenda packet — Modesto City Council, February 27, 2024 (part 1 of 8)

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

CITY COUNCIL MEETING
Chambers, Basement Level
Tenth Street Place, 1010 10th Street
Modesto, California
Tuesday, February 27, 2024 at 5:30 PM
Roll Call - Councilmembers Alvarez, Bavaro, Escutia-Braaton, Ricci, Williams, Wright, Mayor Zwahlen
* Public Comment will only be in-person. Members of the public who wish to address the Council, by providing public comment, during the meeting must do so in-person in the Council Chambers.

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

THE MEETING CAN BE VIEWED BY ZOOM VIDEO

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

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

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

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

Materials related to an item on this Agenda submitted to the Council after distribution of the agenda packet are available for public inspection in the Clerk’s office during normal business hours. Such documents are also available online, subject to staff’s ability to post the documents before the meeting, at the following website https://www.modestogov.com/council-meetings In accordance with the requirements of Title II of the Americans with Disabilities Act (“ADA”) of 1990, the Fair Employment & Housing Act (“FEHA”), the Rehabilitation Act of 1973 (as amended), Government Code section 11135 and other applicable codes, the City of Modesto (“City”) will not discriminate against individuals on the basis of disability in the City’s services, - 2 -
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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.

Pledge of Allegiance to the Flag
Invocation: Marvin Jacobo, City Ministry Network
City Clerk’s Announcements
Declaration of Conflicts of Interest
Reports from Closed Session

ACKNOWLEDGEMENTS AND PRESENTATIONS

1. Proclamation declaring March as National Developmental Disabilities Awareness Month. (Funding Source: Not Applicable)
CITY COUNCIL; Ariana Harbottle-Jarrett, 209-571-5597, [email protected]

MISCELLANEOUS
Legislation, Appointments, Other

2. Consider accepting the resignation of Babette Wagner from the Landmark Preservation Commission. (Funding Source: Not Applicable)
Staff Recommendation:
 Resolution accepting the resignation of Babette Wagner from the Landmark Preservation Commission.

CED; Jessica HIll, 209-577-5267, [email protected]

PUBLIC COMMENT IN PERSON
Three-minute time limit per speaker.

Only interested persons in the audience may present these matters. Under State law, Councilmembers may respond to matters being presented under this item only as follows:
a. Briefly respond to statements made or questions raised. b. Ask a question for clarification.
c. Provide a reference to staff or other resources for factual information. d. Request staff to report back at a subsequent meeting. e. Finally, a Councilmember or the Council itself may take action to direct staff to place a matter of business on a future agenda.
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CONSENT ITEMS – ROLL CALL VOTE REQUIRED
Information concerning the consent items listed below has been forwarded to each Councilmember prior to this meeting for study. Unless some member of the audience or Councilmember has a question concerning an item and asks that it be withdrawn from the consent list, the Council approves the items at one time. The action taken by the Council in approving consent items is set forth in the explanation of this individual item.

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

Consent

3. Consider approving the minutes for the February 6, 2024 Council Meeting. (Funding Source: Not Applicable)
Staff Recommendation:
 Motion approving the minutes for the February 6, 2024 Council Meeting.

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

4. Consider approving the amended Bylaws for the Citizens’ Salary Setting Commission. (Funding Source: Not Applicable)
Staff Recommendation:
 Resolution approving the amended Bylaws for the Citizens’ Salary Setting Commission.

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

5. Consider approving an Agreement with The Baseball Club of Modesto, LLC to lease John Thurman Field through September 30, 2024, and authorizing the City Manager, or his designee, to finalize the language of the agreement pursuant to the negotiated terms and execute the Agreement. (Funding Source: Capital Improvement Project (CIP) 101019/General Fund)
Staff Recommendation:
 Resolution approving an Agreement with The Baseball Club of Modesto LLC to lease the John Thurman Field facility through September 30, 2024, and authorizing the City Manager, or his designee, to finalize the language of the agreement pursuant to the negotiated terms and execute the Agreement.

CED; Sean Rando, 209-577-5473, [email protected]
Consent

6. Consider approving a Memorandum of Understanding to clarify the terms of the HOME Investment Partnerships (HOME) and Redevelopment Agency of the City of Modesto (RDA) loans for the Ashwood Village Apartments. (Funding Source: HOME Investment Partnerships and Redevelopment Agency Funds) Staff Recommendation:
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 Resolution approving a Memorandum of Understanding intending to clarify the terms of the HOME Investment Partnerships (HOME) and Redevelopment Agency of the City of Modesto (RDA) loans for the Ashwood Village Apartments and authorizing the City Manager, or his designee, to execute the Agreement.

CED; Edgar Garcia, 209-577-5211, [email protected] Consent

7. Consider directing staff to prepare and file the Fiscal Year 2024-25 Engineer’s Annual Report for City of Modesto Landscape Maintenance Assessment District No. 1 (Dry Creek Meadows Subdivisions Nos. 1-6). (Funding Source: Landscape Maintenance Assessment District No. 1)
Staff Recommendation:
 Resolution directing staff to prepare and file the Fiscal Year 2024-25 Engineer’s Annual Report for City of Modesto Landscape Maintenance Assessment District No. 1 (Dry Creek Meadows Subdivisions Nos. 1-6).

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

8. Consider directing staff to prepare and file the Fiscal Year 2024-25 Engineer’s Annual Report for City of Modesto Landscape Maintenance Assessment District No. 2 (Dry Creek Meadows Subdivisions Nos. 7-10, Creekwood Meadows Subdivision and Yosemite Meadows Subdivisions Units 1 and 2). (Funding Source: Landscape Maintenance Assessment District No. 2)
Staff Recommendation:
 Resolution directing staff to prepare and file the Fiscal Year 2024-25 Engineer’s Annual Report for City of Modesto Landscape Maintenance Assessment District No. 2 (Dry Creek Meadows Subdivisions Nos. 7-10, Creekwood Meadows Subdivision and Yosemite Meadows Subdivisions Units 1 and 2).

CED; Peter Ibrahim, 209-577-5321, [email protected] Consent

9. Consider directing staff to prepare and file the Fiscal Year 2024-25 Engineer’s Annual Report for City of Modesto Shackelford Landscape and Lighting District. (Funding Source: Shackelford Landscape and Lighting District)
Staff Recommendation:
 Resolution directing staff to prepare and file the Fiscal Year 2024-25 Engineer’s Annual Report for City of Modesto Shackelford Landscape and Lighting District.

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

10. Consider approving Agreements 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, - 5 -
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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. (Funding Source: Various Department Funds)
Staff Recommendation:
 Resolution approving 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 annual estimated amount of $300,000 and a total combined amount not to exceed $900,000 over three years and authorizing the City Manager, or his designee, to execute the Agreements.

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

11. Consider approving the Agreements with Tripepi Smith, Irvine, CA, Serotonin Creative Consultancy, Modesto, CA, and 3foldCommunications, Sacramento, CA, for Public Relations and Marketing Services for a total amount not to exceed $1,400,000 over five years. (Funding Source: General Fund, Measure H Funds, and Various Department Funds)
Staff Recommendation:
 Resolution approving the Award of Proposals and Agreements for Public Relations and Marketing Services to Tripepi Smith, Irvine, CA, Serotonin Creative Consultancy, Modesto, CA and 3fold Communications, Sacramento, CA for a two year agreement with three one-year extension options for a combined annual estimated amount of $280,000 and a total combined amount not to exceed $1,400,000 over five years and authorizing the City Manager, or his designee, to execute the Agreements.

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

12. Consider approving the Amended and Restated Memorandum of Agreement for the Preliminary Engineering including Final Design Phase of the 7th Street Bridge Project with Stanislaus County increasing the City’s share by $161,732, for a new total amount of $865,510. (Funding Source: Streets Capital Facility Fees and Water Fund) Staff Recommendation:
 Resolution approving the Amended and Restated Memorandum of Agreement for the Preliminary Engineering including Final Design Phase of the 7th Street Bridge Project with Stanislaus County, increasing the City’s share by $161,732, for a new total amount of $865,510, and authorizing the City Manager, or his designee to execute the Amended and Restated Memorandum of Agreement.

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

13. Consider approving the purchase for various Fleet Additions and Replacements for Fleet Vehicles which includes two 3/4 Ton Regular Cab Pickup Trucks, two Half Ton Regular Cab Pickup Trucks, one Cargo Van and one One Ton Crew Cab Pickup Truck - 6 -
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in the amount not to exceed $361,667. (Funding Source: Fleet Replacement Fund, Solid Waste, American Rescue Plan Act and Measure H)
Staff Recommendation:
 Resolution approving the Award of Bid and Purchase for two 3/4 Ton Regular Cab Pickup Trucks with Long Bed to American Chevrolet, Modesto, CA for an amount not to exceed $113,564; authorizing the Purchasing Manager, or her designee, to issue the Purchase Order; and authorizing the Purchasing Manager or her designee to execute any Change Orders not to exceed 15% of the total purchase price.
 Resolution approving the Award of Bid and Purchase for two Half Ton Regular Cab Pickup Trucks with Long Bed to Towne Ford, Redwood City, CA for an amount not to exceed $81,185; authorizing the Purchasing Manager, or her designee, to issue the Purchase Order; and authorizing the Purchasing Manager or her designee to execute any Change Orders not to exceed 15% of the total purchase price.
 Resolution approving the Award of Bid and Purchase for one 3/4 Ton Standard Length 4x2 Cargo Van to American Chevrolet, Modesto, CA for an amount not to exceed $59,141; authorizing the Purchasing Manager, or her designee, to issue the Purchase Order; and authorizing the Purchasing Manager or her designee to execute any Change Orders not to exceed 15% of the total purchase price.
 Resolution approving the Award of Bid and Purchase for one One Ton Crew Cab Pickup Truck SRW 4x4 with Long Bed to American Chevrolet, Modesto, CA for an amount not to exceed $60,601; authorizing the Purchasing Manager, or her designee, to issue the Purchase Order; and authorizing the Purchasing Manager or her designee to execute any Change Orders not to exceed 15% of the total purchase price.

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

14. Consider accepting the Monthly Investment Report for December 2023. (Funding Source: Various Funds)
Staff Recommendation:
 Motion accepting the Monthly Investment Report for December 2023.

FINANCE DEPARTMENT; Calogero Maniscalco, 209-577-5219,
[email protected]
Consent

15. Consider approving the audited Financial Statements and various Audit Reports for Fiscal Year 2022-2023, audited by External Auditor Vasquez + Company, LLP. for the City’s Annual Comprehensive Financial Report (ACFR), thirteen Community Facilities Districts (CFDs), Measure H, Single Audit, and various Joint Powers Agencies. (Funding Source: Not Applicable)
Staff Recommendation:
 Resolution approving the audited Financial Statements and various Audit Reports for Fiscal Year 2022-2023 audited by External Auditors Vasquez + - 7 -
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Company, LLP. for the City’s Annual Comprehensive Financial Report (ACFR), thirteen Community Facilities Districts (CFDs), Measure H and various Joint Powers Agencies (JPAs).
 Resolution approving the audited Fiscal Year 2022-2023 Federal Single Audit Report for the City of Modesto from External Auditors Vasquez + Company, LLP.

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

16. Consider approving the Auditor’s Reports and Schedule of Measure L Program Revenues and Expenditures for Fiscal Year Ended June 30, 2023. (Funding Source:

Not Applicable)
Staff Recommendation:
 Resolution approving the Fiscal Year 2022-2023 Auditor’s Report on Compliance of the Measure L: Local Roads First Transportation Funding Measure.

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

17. Consider approving a First Amendment to the Grant Evaluation, Research and Reporting Agreement with Research Triangle Institute, Research Triangle Park, North Carolina, for the Board of State and Community Corrections' California Violence Intervention and Prevention Grant Program to expand to include the Board of State and Community Corrections’ Organized Retail Theft Prevention Grant Program for a revised total amount not to exceed $408,839 and extending the term of the agreement from December 12, 2025, to June 12, 2027. (Funding Source: Police Grants) Staff Recommendation:
 Resolution approving a First Amendment to the Agreement with Research Triangle Institute for Grant Evaluation, Research and Reporting Services by increasing the agreement by $253,884 from $154,955 to a new total amount not to exceed $408,839 and extending the term of the agreement from December 12, 2025, to June 12, 2027; and authorizing the City Manager, or his designee, to execute the Amendment.

POLICE DEPARTMENT; Chris Adams, 209-572-9500, [email protected] Consent

18. Consider approving the Third Amendment with PerfectMind for the Use and Maintenance of the Recreation and Facility Management Software to a revised total amount of $205,560 and extending the term of the Agreement from January 26, 2024, to January 26, 2029. (Funding Source: General Fund)
Staff Recommendation:
 Resolution approving the Third Amendment with PerfectMind for the Use and Maintenance of the Recreation and Facility Management Software to a revised total amount of $205,560 and extending the term of the Agreement from - 8 -
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January 26, 2024, to January 26, 2029; and authorizing the City Manager, or his designee, to execute the Amendment.

PRN; Jeremy Rogers, 209-577-5347, [email protected] Consent

19. Consider approving the Plans and Specifications for the Graceada Park Pool Fencing Replacement Project, accepting the Bid and Awarding a Construction Contract to Joe’s Landscaping and Concrete, Inc., of Newman, CA, in amount not to exceed $167,991. (Funding Source: American Rescue Plan Act (ARPA), General Fund, Parks Fund) Staff Recommendation:
 Resolution approving the Plans and Specifications for the Graceada Park Pool Fencing Replacement Project and awarding a Construction Contract to Joe’s Landscaping and Concrete, Inc., of Newman, CA, in the amount of $152,719, plus $15,272, in contingency (if needed), for a total payment amount not to exceed $167,991 and authorizing the City Manager, or his designee, to execute the contract.
 Resolution amending the Fiscal Year 2023-24 Capital Improvement Program Budget to fund Project #101428 (Graceada Park Fence) in an amount of $89,407 in transfers, revenue, and to budget expenditures to fund the Project, and authorizing the City Manager, or his designee, to implement the provisions of this resolution.

PRN; Nathan Houx, 209-571-5526, [email protected]
Consent

20. Consider approving the Purchase of Playground Equipment for Lakewood Park, Riverside Park, and City Gate Children’s Park from Ross Recreational Equipment Company, Inc., of Santa Rosa, CA, and for Mildred Perkins Park, Orchard Park, and Aqueduct Park from Miracle Recreation – PlayPower, Inc., of Huntersville, NC, for a total amount not to exceed $959,394. (Funding Source: Measure H) Staff Recommendation:
 Resolution approving the Competitive Bidding Processes of National Purchasing Partners (NPP), League of Oregon Cities, with Ross Recreational Equipment Company, Inc. and Sourcewell (formerly National Joint Powers Alliance) who completed the bid and the State of California Multiple Award Schedule (CMAS) with Miracle Recreation – PlayPower, Inc. for the Purchase and Delivery of playground equipment for Lakewood Park, Riverside Park, Mildred Perkins Park, Orchard Park, Aqueduct Park, and City Gate Children’s Park, for a total amount not to exceed $959,394, and authorizing the Purchasing Manager, or her designee, to issue the Purchase Order.

PRN; Nathan Houx, 209-571-5526, [email protected]
Consent

21. Consider accepting a Grant Award in the amount of $250,000 from the California Department of Transportation for blight abatement and beautification of Public Right of Way. (Funding Source: Not Applicable)
Staff Recommendation:
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 Resolution accepting a Grant Award in the amount of $250,000 from the California Department of Transportation (Caltrans), amending the annual budget and authorizing the City Manager or his designee to execute all Master Agreements, Program Supplemental Agreements, Fund Exchange Agreement and/or Fund Transfer Agreements, and any amendments thereto with Caltrans.

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

22. Consider approving the extension of Pilot Agreement for the Multifamily Dwelling Bulky Item Pick Up Program for an additional thirty-three months, with an expiration date of December 31, 2026. (Funding Source: America Rescue Plan Act) Staff Recommendation:
 Resolution approving the extension of Pilot Agreement for the Multifamily Dwelling Bulky Item Pick Up Program for an additional thirty-three months, with a pilot expiration date of December 31, 2026.

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

23. Consider approving the submittal of application(s) to the California Department of Resources Recycling and Recovery for Waste Tire Enforcement Grants. (Funding Source: Not Applicable)
Staff Recommendation:
 Resolution approving the submittal of application(s) to the California Department of Resources Recycling and Recovery (CalRecycle) for Waste Tire Enforcement Grants, and authorizing the City Manager, or his designee, to sign Grant Applications and related forms.

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

24. Consider approving an Agreement with Larry Walker Associates, Davis, CA, for Recycled Water Quality Studies for a total amount not to exceed $819,330. (Funding Source: Sewer Operations Fund)
Staff Recommendation:
 Resolution approving the Agreement with Larry Walker Associates, Davis, CA, for Recycled Water Quality Studies in the amount of $744,845, plus $74,485 in additional services, if needed, for a total amount not to exceed $819,330, and authorizing the City Manager, or his designee, to execute the Agreement.  Resolution amending the Fiscal Year 2023-2024 Non-Capital Improvements Program Budget to increase Project Number #101473 - Far-field Dilution and CEC Studies by $119,330, from $700,000, for a revised total amount not to exceed $819,330, in transfers, revenue, and discretionary expenditures, and authorizing the City Manager, or his designee, to implement the provisions of this Resolution.

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Consent

25. Consider approving 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. (Funding Source: Storm Drainage Fund, Sewer Operations Fund and Water Fund)
Staff Recommendation:
 Resolution approving 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 not to exceed $3,598,700 over the term of the Agreement, and authorizing the City Manager or his designee, to execute the amendment.

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

COUNCIL COMMENTS & REPORTS

CITY MANAGER COMMENTS & REPORTS

UNFINISHED BUSINESS

26. Consider approving 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. (Funding Source: Clean California Local Grant Program)  Resolution approving 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 authorizing the City Manager, or his designee, to execute and submit all documents which may be necessary for the completion of the grant acceptance.
 Resolution amending the Fiscal Year 2023-2024 Multi-Year Operating Budget to appropriate revenue and expenses in the total of $3,129,000 related to the Department of Transportation (CalTrans) Clean California Local Grant Program Cycle 2 Grant, and authorizing the City Manager, or his designee, to take the necessary steps to implement the required budget adjustment.

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

HEARINGS
Published in the Modesto Bee on February 16, 2024. - Item requested to be continued to April 9, 2024

27. Hearing to consider approving a relocation request of Medallion Wellness from 1313 McHenry Avenue to 408 Paradise Road with the granting of a Residential Proximity Waiver. - Item requested to be continued to April 9, 2024. (Funding Source: Not Applicable)
Staff Recommendation:
 Motion to continue item to April 9, 2024.

CED; Sean Rando, 209-577-5473, [email protected]
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NEW BUSINESS

28. Consider accepting Mayor Sue Zwahlen’s Budget Message per Charter Section 1302.1 for the upcoming Fiscal Year 2024-25 budget year. (Funding Source: Not Applicable) Staff Recommendation:
 Motion to accept Mayor Sue Zwahlen’s Budget Message per Charter Section 1302.1 for the upcoming Fiscal Year 2024-25 budget year.

BUDGET; Steve Christensen, 209-577-5390, [email protected]

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

ADJOURNMENT
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CLOSED SESSION
Please take notice that a special Closed Session meeting of the Council of the City of Modesto has been called pursuant to Section 2-1.02 of the Modesto Municipal Code to be convened on
TUESDAY, FEBRUARY 27, 2024 AT 4:45 PM
and after the regularly scheduled meeting in the Tenth Street Place, Chambers Conference Room, Basement Level, 1010 Tenth Street, Modesto, California.

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

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

CLOSED SESSION

PUBLIC EMPLOYEE PERFORMANCE EVALUATION
(Pursuant to Section 54957 of the Government Code)
Title: City Attorney

PUBLIC EMPLOYEE APPOINTMENT
(Pursuant to Section 54957(b)(1) Government Code)
Title: City Attorney
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

COUNCIL AGENDA REPORT
DATE OF MEETING:

February 27, 2024
Date: January 23, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Jessica Hill, Community and Economic Development
SUBJECT: Landmark Preservation Commission Resignation
CONTACT: Jessica Hill, Director of Community and Economic Development [email protected], 209-577-5267
DESCRIPTION:

Consider accepting the resignation of Babette Wagner from the Landmark Preservation Commission. (Funding Source: Not Applicable)
STRATEGIC PLAN ELEMENT:

This action supports the City’s Strategic Commitment, “Build Community Trust in City Government through Responsive, Transparent and Efficient Service Delivery. Goal I. Promote Trust and Engagement between the Community and the City”.

BACKGROUND:

The Landmark Preservation Commission was established to advise City Council on matters related to historic structures and other resources in addition to policies and practices pertaining to preservation of Modesto's landmarks. Seven (7) members are appointed by the City Council for a 4-year term, starting January 1st and ending December 31st DISCUSSION:

On December 5, 2023, by Resolution No 2023-515, Babette Wagner was appointed to the Landmark Preservation Commission with a term expiration date of December 31, 2027. On January 22, 2024, Babette Wagner formally resigned from the Landmark Preservation Commission.

FISCAL IMPACT:

There is no fiscal impact related to this action.

COMMITTEE RECOMMENDATION:

This item did not go to committee.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution accepting the resignation of Babette Wagner from the Landmark Preservation Commission.
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City Council. February 27,2024
Landmark Preservation Commission Resignation

Page 2 of 2 ends

Approved by:

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

1. Resolution
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MODESTO CITY COUNCIL
RESOLUTION NO. 2024-XXX

RESOLUTION ACCEPTING THE RESIGNATION OF BABETTE WAGNER

FROM THE LANDMARK PRESERVATION COMMISSION
WHEREAS, the Landmark Preservation Commission was established to advise City Council on matters related to historic structures and other resources in addition to policies and practices pertaining to preservation of Modesto's landmarks, and
WHEREAS, on January 1, 2024, by Resolution No. 2023-515, Babette Wagner was appointed to serve as a member of the Landmark Preservation Commission, and
WHEREAS, Babette Wagner has tendered her resignation from the Landmark Preservation Commission effective January 22, 2024.

NOW, THEREFORE, BE IT RESOLVED that the Council of the City of Modesto hereby accepts the resignation of Babette Wagner from the Landmark Preservation Commission with regret.
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The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 27th day of February 2024, by Councilmember ?, who moved its adoption, which motion being duly seconded by Councilmember ?, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers: ?
NOES: Councilmembers: ?
ABSENT: Councilmembers: ?
ATTEST:

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

BY:

JOSE M. SANCHEZ, City Attorney
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MODESTO CITY COUNCIL
www.modestogov.com

MINUTES
City of Modesto

CITY COUNCIL MEETING
Chambers, Basement Level
Tenth Street Place, 1010 10th Street
Modesto, California
Tuesday, February 06, 2024 at 5:30 PM
Roll Call – Present: Councilmembers Alvarez, Bavaro, Escutia-Braaton, Ricci, Williams, Wright, Mayor Zwahlen

Absent: None
Pledge of Allegiance to the Flag
Invocation: David Gingerich, Covenant Grove Church
City Clerk’s Announcements: None
Declaration of Conflicts of Interest – Council Member Wiliams Item 8.

Reports from Closed Session: City Attorney Sanchez stated there was No Reportable Action.

ACKNOWLEDGEMENTS AND PRESENTATIONS

1. Proclamation declaring February 11th - 17th as Future Business Leaders of America Week. (Funding Source: Not Applicablie)
CITY COUNCIL; Ariana Harbottle-Jarrett, 209-571-5597, [email protected] ACTION: Mayor Zwahlen presented a Proclamation declaring February 11th - 17th as Future Business Leaders of America Week.

MISCELLANEOUS

2. Consider approving the appointment of Cecil Russell as the Planning Commission Representative to the Citizens Housing and Community Development Committee for 2024, with a term expiration of December 31, 2024. (Funding Source: Not Applicable) #3..
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Staff Recommendation:
 Resolution approving the appointment of Cecil Russell as the Planning Commission Representative to the Citizens Housing and Community Development Committee, with a term expiration of December 31, 2024.

CED; Jessica Hill, 209-577-5267, [email protected]
ACTION: (Bavaro/Wright; 5/2; Alvarez, Ricci No) Resolution 2024-032 approving the appointment of Cecil Russell as the Planning Commission Representative to the Citizens Housing and Community Development Committee, with a term expiration of December 31, 2024.

3. Consider approving the appointment of Roger Shanks as the Planning Commission Representative to the Board of Zoning Adjustment (BZA) for 2024, with a term expiration of December 31, 2024. (Funding Source: Not Applicable) Staff Recommendation:
 Resolution approving the appointment of Planning Commissioner Roger Shanks to the Board of Zoning Adjustment as a Planning Commission Representative with a term expiration date of December 31, 2024.

CED; Jessica Hill, 209-577-5267, [email protected]
ACTION: (Wright/Ricci; 7/0) Resolution 2024-033 approving the appointment of Planning Commissioner Roger Shanks to the Board of Zoning Adjustment as a Planning Commission Representative with a term expiration date of December 31, 2024.

4. Consider reappointing Chris Murphy, Pervez Khan and Angela Cangiamilla and appointing Damon Robbins and Helda Paules to the Visit Modesto Board of Directors for a two-year term from January 1, 2024 to December 31, 2025. (Funding Source: Not Applicable)
Staff Recommendation:
 Resolution reappointing Chris Murphy, Pervez Khan, and Angela Cangiamilla to the Visit Modesto Board of Directors for a two-year term from January 1, 2024 to December 31, 2025.
 Resolution appointing Damon Robbins and Helda Paules to the Visit Modesto Board of Directors for a two-year term from January 1, 2024 to December 31, 2025.

PRN; Nathan Houx, 209-571-5526, [email protected]
ACTION: (Wright/Bavaro; 7/0) Resolution 2024-034 reappointing Chris Murphy, Pervez Khan, and Angela Cangiamilla to the Visit Modesto Board of Directors for a two-year term from January 1, 2024 to December 31, 2025.

ACTION: (Wright/Bavaro; 7/0) Resolution 2024-035 appointing Damon Robbins and Helda Paules to the Visit Modesto Board of Directors for a two-year term from January 1, 2024 to December 31, 2025.
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PUBLIC COMMENT IN PERSON
 Diane Kroeze expressed concern about the lack of adequate help for the homeless population, particularly in light of inclement weather and the absence of available shelters. She emphasized the stalled progress of Bridge Housing and urged the Council to prioritize immediate assistance for those living on the streets.  Nancy Robinson, President of the Modesto Garden Club, highlighted the club's centennial celebrations and upcoming events, including a groundbreaking ceremony, a spring garden tour, and a summer luncheon. She invited Council Members and the public to participate and support their initiatives.
 Laura Placencia, a community organizer with Valley Improvement Projects, advocated for the implementation of zero waste programs and practices in response to the potential closure of the local incinerator. She emphasized the environmental and health risks associated with incinerators and urged the council to consider alternative waste management solutions.
 Emerson Drake echoed concerns about the incinerator and critiqued past decisions regarding waste management contracts. He also raised questions about proposed developments in Salida and expressed skepticism about the city's financial decisions.  Kevin McClarty raised concerns about the reduction in operating hours at a local Walgreens pharmacy and questioned whether the city had a contract ensuring 24-hour accessibility to pharmacy services. He emphasized the importance of maintaining access CONSENT ITEMS – ROLL CALL VOTE REQUIRED
ACTION CONSENT ITEMS 5-7, 9, 12-16: ACTION: (Wright/Williams; 7/0)

CONSENT
Consent

5. Consider approving the minutes for the January 23, 2024 Council Meeting. (Funding Source: Not Applicable)
 Motion approving the minutes for the January 23, 2024 Council Meeting.

CITY CLERK; Diane Nayares-Perez, 209-577-5396, [email protected] ACTION: (Wright/Williams; 7/0) Motion approving the minutes for the January 23, 2024 Council Meeting.

Consent

6. Consider approving Final Adoption of Ordinance 3777-C.S. adopting a Precise Plan for Village One Precise Plan Area No. 35 south with Amendment of Section 18-3-10 of the Zoning Map to rezone from Specific Plan-Holding (SP-H) Zone to Specific Plan (SP), property located east of Claus Road, south of Milnes Road and north of East Briggsmore Avenue. (DR Horton Bay, Inc) (Funding Source: Not Applicable)  Motion approving Final Adoption of Ordinance 3777-C.S. adopting a Precise Plan for Village One Precise Plan Area No. 35 south with Amendment of Section 18-3-10 of the Zoning Map to rezone from Specific Plan-Holding (SP- #3..
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H) Zone to Specific Plan (SP), property located east of Claus Road, south of Milnes Road and north of East Briggsmore Avenue. (DR Horton Bay, Inc) CITY CLERK; Diane Nayares-Perez, 209-577-5396, [email protected] ACTION: (Wright/Williams; 7/0) Motion approving Final Adoption of Ordinance 3777-C.S. adopting a Precise Plan for Village One Precise Plan Area No. 35 south with Amendment of Section 18-3-10 of the Zoning Map to rezone from Specific PlanHolding (SP-H) Zone to Specific Plan (SP), property located east of Claus Road, south of Milnes Road and north of East Briggsmore Avenue. (DR Horton Bay, Inc) Consent

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

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

BUDGET; Steve Christensen, 209-577-5390, [email protected] ACTION: (Wright/Williams; 7/0) Resolution 2024-036 amending Fiscal Year 2023- 24 Annual Operating and Capital Improvement Project Fund Budgets and authorizing the City Manager, to take the necessary steps to implement the provisions of this Resolution.
(Removed from Consent – Council Member Williams Conflict) Consent

8. Consider accepting the Transit Center Improvements and Transit Center Addition Project as complete, releasing securities, releasing payments totaling $5,668,762 to Simile Construction Services, Inc., of Modesto, CA., and authorizing the City Clerk to file a Notice of Completion. (Funding Source: Federal Transit Administration, Local Transportation Funds, State – SB1 State of Good Repair and Low Carbon Transit Operations Program)
 Resolution accepting the Transit Center Improvements and Transit Center Addition Project as complete, releasing securities, releasing payments totaling $5,668,762 to Simile Construction Services, Inc., of Modesto, CA., and authorizing the City Clerk to file a Notice of Completion.

ENGINEERING SERVICES; Peter Kambel, 209-577-5444, [email protected] ACTION: (Escutia-Braaton/Wright; 6/0; Williams Recused) Resolution 2024-037 accepting the Transit Center Improvements and Transit Center Addition Project as complete, releasing securities, releasing payments totaling $5,668,762 to Simile Construction Services, Inc., of Modesto, CA., and authorizing the City Clerk to file a Notice of Completion.

Consent

9. Consider approving the Amendments to the Portable Toilet Rental Services Agreement to increase the amount by $35,000 and for a revised total amount not to exceed $618,250 over the term of the Agreement with Sun Valley Portable Restrooms, Inc. of #3..
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Turlock, CA and United Site Services, Inc. of Modesto, CA. (Funding Source: Water Fund, Various Funds)
 Resolution approving a First Amendment to the Portable Toilet Rental Services Agreement to increase the amount by $20,000 with Sun Valley Portable Restrooms, Inc. of Turlock, CA; a Third Amendment to increase the amount by $15,000 with United Site Services, Inc. of Modesto, CA for a revised combined total amount not to exceed $618,250 over the term of the Agreement; and utilizing the services based on the lowest pricing defined under current contractual rates; and authorizing the City Manager, or his designee, to execute the Amendments.

FINANCE DEPARTMENT; Dianne Love, 209-571-5164, [email protected] ACTION: (Wright/Williams; 7/0) Resolution 2024-038 approving a First Amendment to the Portable Toilet Rental Services Agreement to increase the amount by $20,000 with Sun Valley Portable Restrooms, Inc. of Turlock, CA; a Third Amendment to increase the amount by $15,000 with United Site Services, Inc. of Modesto, CA for a revised combined total amount not to exceed $618,250 over the term of the Agreement; and utilizing the services based on the lowest pricing defined under current contractual rates; and authorizing the City Manager, or his designee, to execute the Amendments.
(Removed from Consent)
Consent

10. Consider approving the purchase for various Fleet Addition and Replacements for Fleet Vehicles which includes twelve Pickup Trucks, seven Chevy Tahoe Interceptors, ten Ford Police Interceptors, and one Telehandler Forklift in the amount not to exceed $2,106,219. (Funding Source: Fleet Replacement Fund and General Fund)  Resolution approving the Award of Bid and purchase for twelve Half-Ton Pickup Trucks with Rush Truck Center, Ceres, CA for an amount not to exceed $592,263; authorizing the Purchasing Manager, or her designee, to issue the Purchase Order; and authorizing the Purchasing Manager or her designee to execute any Change Orders not to exceed 15% of the total purchase price.  Resolution approving the Competitive Bidding Process from the State of California, Department of General Services to Folsom Lake Ford, Folsom, CA for the purchase of ten Ford Police Interceptors for an amount not to exceed $611,583; and authorizing the Purchasing Manager, or her designee, to issue the Purchase Order; and authorizing the Purchasing Manager or her designee to execute any Change Orders not to exceed 15% of the total purchase price.  Resolution approving the Competitive Bidding Process from the State of California, Department of General Services to Winner Chevrolet, Elk Grove, CA for the purchase of seven Chevy Tahoes for an amount not to exceed $419,172; and authorizing the Purchasing Manager, or her designee, to issue the Purchase Order; and authorizing the Purchasing Manager or her designee to execute any Change Orders not to exceed 15% of the total purchase price.  Resolution approving the Competitive Bidding Process from Sourcewell to Caterpillar Inc. Peoria, IL under authorized dealer Holt of California, Stockton, CA, for the purchase of one Telehandler Forklift Variable Reach for an amount not to exceed $208,474; and authorizing the Purchasing Manager, or her #3..
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designee, to issue the Purchase Order; and authorizing the Purchasing Manager or her designee to execute any Change Orders not to exceed 15% of the total purchase price.

FINANCE DEPARTMENT; Dianne Love, 209-571-5164, [email protected] ACTION: (Wright/Alvarez; 7/0) Resolution 2024-039 approving the Award of Bid and purchase for twelve Half-Ton Pickup Trucks with Rush Truck Center, Ceres, CA for an amount not to exceed $592,263; authorizing the Purchasing Manager, or her designee, to issue the Purchase Order; and authorizing the Purchasing Manager or her designee to execute any Change Orders not to exceed 15% of the total purchase price.

ACTION: (Wright/Alvarez; 7/0) Resolution 2024-040 approving the Competitive Bidding Process from the State of California, Department of General Services to Folsom Lake Ford, Folsom, CA for the purchase of ten Ford Police Interceptors for an amount not to exceed $611,583; and authorizing the Purchasing Manager, or her designee, to issue the Purchase Order; and authorizing the Purchasing Manager or her designee to execute any Change Orders not to exceed 15% of the total purchase price.

ACTION: (Wright/Alvarez; 7/0) Resolution 2024-041 approving the Competitive Bidding Process from the State of California, Department of General Services to Winner Chevrolet, Elk Grove, CA for the purchase of seven Chevy Tahoes for an amount not to exceed $419,172; and authorizing the Purchasing Manager, or her designee, to issue the Purchase Order; and authorizing the Purchasing Manager or her designee to execute any Change Orders not to exceed 15% of the total purchase price.

ACTION: (Wright/Alvarez; 7/0) Resolution 2024-042 approving the Competitive Bidding Process from Sourcewell to Caterpillar Inc. Peoria, IL under authorized dealer Holt of California, Stockton, CA, for the purchase of one Telehandler Forklift Variable Reach for an amount not to exceed $208,474; and authorizing the Purchasing Manager, or her designee, to issue the Purchase Order; and authorizing the Purchasing Manager or her designee to execute any Change Orders not to exceed 15% of the total purchase price.
(Removed from Consent)
Consent

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

FINANCE DEPARTMENT; Maria Garnica, 209-577-5249,
[email protected]
ACTION: (Ricci/Escutia-Braaton; 7/0) Motion accepting an Informational Report for the December 2023 Accounts Payable Payment Register and Void Report.

Consent

12. Consider accepting an Informational Report on the July and August 2023 Grant Applications and Awards. (Funding Source: Not Applicable) #3..
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 Motion accepting an Informational Report for the July and August 2023 Grant Applications and Awards.

FINANCE DEPARTMENT; Maria Garnica, 209-577-5249,
[email protected]
ACTION: (Wright/Williams; 7/0) Motion accepting an Informational Report for the July and August 2023 Grant Applications and Awards.

Consent

13. Consider accepting specified Grant Funds from the State of California Budget Act of 2023 in the amount of $400,000 for The Awesome Spot Playground and recommending the submittal of a Grant Application. (Funding Source: State of California Budget Act of 2023)
 Resolution approving the application for specified Grant Funds from the Budget Act of 2023, 19.561(b)(1) Awesome Spot Playground and authorizing the City Manager, or his designee, to execute all documents necessary to implement the provisions of this Resolution.
 Resolution amending the Fiscal Year 2023-2024 Capital Improvement Program Budget to fund Project #100984 - Awesome Spot Playground in an amount not to exceed $400,000 in transfers, revenue, and to budget expenditures to fully fund the project, and authorizing the City Manager, or his designee, to implement the provisions of this Resolution.

PRN; Nathan Houx, 209-571-5526, [email protected]
ACTION: (Wright/Williams; 7/0) Resolution 2024-043 approving the application for specified Grant Funds from the Budget Act of 2023, 19.561(b)(1) Awesome Spot Playground and authorizing the City Manager, or his designee, to execute all documents necessary to implement the provisions of this Resolution.

ACTION: (Wright/Williams; 7/0) Resolution 2024-044 amending the Fiscal Year 2023-2024 Capital Improvement Program Budget to fund Project #100984 - Awesome Spot Playground in an amount not to exceed $400,000 in transfers, revenue, and to budget expenditures to fully fund the project, and authorizing the City Manager, or his designee, to implement the provisions of this Resolution.

Consent

14. Consider approving a First Amendment to the Agreement with Mark Thomas and Company, Inc., for additional tasks related to Construction Documentation and Bidding & Construction Support for the Virginia Corridor Phase 7 Project, for a new total amount not to exceed $646,305. (Funding Source: Non-Motorized Local Transportation Funds, Parks & Air Quality CFF, and Various Grants)  Resolution approving a First Amendment to the Agreement with Mark Thomas and Company, Inc., for additional tasks related to Construction Documentation and Bidding & Construction Support for the Virginia Corridor Phase 7 Project, increasing the Agreement amount by $70,017, from $576,288 to a new total amount not to exceed $646,305 and authorizing the City Manager, or his designee, to execute the Amendment.

PRN; Nathan Houx, 209-571-5526, [email protected]
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ACTION: (Wright/Williams; 7/0) Resolution 2024-045 approving a First Amendment to the Agreement with Mark Thomas and Company, Inc., for additional tasks related to Construction Documentation and Bidding & Construction Support for the Virginia Corridor Phase 7 Project, increasing the Agreement amount by $70,017, from $576,288 to a new total amount not to exceed $646,305 and authorizing the City Manager, or his designee, to execute the Amendment.

Consent

15. Consider the submission of two Grant Applications to the United States Bureau of Reclamation’s WaterSMART Grant Program. (Funding Source: Water Fund)  Resolution approving the submission of a Grant Application to the United States Bureau of Reclamation’s WaterSMART – Water and Energy Efficiency Grant Program for the SCADA System Replacement Project and authorizing the City Manager, or his designee, to enter into a Grant Agreement and execute all related documents.
 Resolution approving the submission of a Grant Application to the United States Bureau of Reclamation’s WaterSMART – Planning and Project Design Grant Program for the SCADA System Replacement Project and authorizing the City Manager, or his designee, to enter into a Grant Agreement and execute all related documents.

UTILITIES; Juan Ochoa, 209-577-5423, [email protected] ACTION: (Wright/Williams; 7/0) Resolution 2024-046 approving the submission of a Grant Application to the United States Bureau of Reclamation’s WaterSMART – Water and Energy Efficiency Grant Program for the SCADA System Replacement Project and authorizing the City Manager, or his designee, to enter into a Grant Agreement and execute all related documents.

ACTION: (Wright/Williams; 7/0) Resolution 2024-047 approving the submission of a Grant Application to the United States Bureau of Reclamation’s WaterSMART – Planning and Project Design Grant Program for the SCADA System Replacement Project and authorizing the City Manager, or his designee, to enter into a Grant Agreement and execute all related documents.

Consent

16. Consider approving the submission of a Grant Application to the Federal Emergency Management Agency’s Building Resilient Infrastructure and Communities Program. (Funding Source: Wastewater Grants Fund)
 Resolution approving the submission of a Building Resilient Infrastructure and Communities (BRIC) Program Grant Application to the Federal Emergency Management Agency (FEMA) to fund the Flood Risk Reduction Feasibility Study Scoping Project, the submission of a Prepare California Program Grant Application to the California Office of Emergency Services (Cal OES) to offset the Federal Local Match requirement, and authorizing the City Manager, or his designee to enter into the associated Grant Agreements and execute all related documents.
 Resolution amending the Fiscal Year 2023-24 Multi-Year Program Budget in the amount of $623,915 to fund the Flood Risk Reduction Feasibility Study #3..
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Scoping Project and authorizing the City Manager, or his designee, to implement the provisions of this resolution.

UTILITIES; Miguel Alvarez, 209-577-5348, [email protected] ACTION: (Wright/Williams; 7/0) Resolution 2024-048 approving the submission of a Building Resilient Infrastructure and Communities (BRIC) Program Grant Application to the Federal Emergency Management Agency (FEMA) to fund the Flood Risk Reduction Feasibility Study Scoping Project, the submission of a Prepare California Program Grant Application to the California Office of Emergency Services (Cal OES) to offset the Federal Local Match requirement, and authorizing the City Manager, or his designee to enter into the associated Grant Agreements and execute all related documents.

ACTION: (Wright/Williams; 7/0) Resolution 2024-049 amending the Fiscal Year 2023-24 Multi-Year Program Budget in the amount of $623,915 to fund the Flood Risk Reduction Feasibility Study Scoping Project and authorizing the City Manager, or his designee, to implement the provisions of this resolution.

Recessed: 6:37 pm
Reconvened: 6:41 pm

COUNCIL COMMENTS & REPORTS
Council Member Ricci commended the success of the City's CHAT program in addressing nuisance calls, highlighting its impact on freeing up police resources for crime prevention. He also praised the Forestry Department for their diligent work in clearing storm debris and acknowledged the upcoming Valentine's Day, expressing appreciation for his wife.

Council Member Escutia-Braaton expressed gratitude towards City staff for their efforts during the recent storm, emphasizing the community's generosity and charitable spirit. She recognized two individuals, Sterling Fountain and Connie Gustafson, for their exceptional contributions to the community, particularly in promoting education, equality, and social justice, in honor of Black History Month.

Council Member Williams echoed appreciation for the recognized individuals and highlighted upcoming Black History Month events in the community, including an empowerment luncheon, a paint night, and theatrical performances by Sankofa.

Mayor Zwahlen provided updates on recent City events, including the California Transportation Commission meeting, the ribbon-cutting ceremony for Archway Commons affordable housing complex, and the 100-year celebration of a local church. She also mentioned a recent Council retreat and hosting a delegation from Ukraine in Council chambers.

CITY MANAGER COMMENTS & REPORTS
None
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NEW BUSINESS

17. Consider Reviewing, Providing Comment and Accepting the Proposed Internal Audit Work Plan, dated January 16, 2024. (Funding Source: Not Applicable)  Motion Accepting the Proposed Internal Audit Work Plan, dated January 16, 2024.

CITY AUDITOR; Colleen Rozillis, 206-302-6795, [email protected] ACTION: (Wright/Escutia-Braaton; 7/0) Motion Accepting the Proposed Internal Audit Work Plan, dated January 16, 2024.

MATTERS TOO LATE FOR THE AGENDA
None.

ADJOURNMENT
This meeting adjourned at 7:00 pm.

CLOSED SESSION
All Closed Session Matters heard prior to the meeting.

CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION
Two Cases (Pursuant to Section 54956.9(d)(1) of the Government Code) Name of Case: Silvina Martinez v. City of Modesto
Superior Court of California, County of Stanislaus
Case No.: CV-19-006820
Brittoni Estrella, et al. v. City of Modesto et al.

United States Eastern District
Case No.: 1:22-cv-00921

CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION
One Case (Pursuant to Section 54956.9(a) of the Government Code) Name of case(s): Timothy Graf v. City of Modesto
California Workers Compensation Appeals Board
Nos. ADJ11412278 & ADJ8513549
Attest:____________________________
Diane Nayares-Perez, City Clerk
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

February 27, 2024
Date: February 20, 2024
TO: Mayor & City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Diane Nayares-Perez, City Clerk
SUBJECT: Amendment to the Citizens’ Salary Setting Commission Bylaws CONTACT: Diane Nayares-Perez, City Clerk, 209-577-5398, [email protected] DESCRIPTION:

Consider approving the amended Bylaws for the Citizens’ Salary Setting Commission. (Funding Source: Not Applicable)
STRATEGIC PLAN ELEMENT:

This recommended action supports the City’s Strategic Commitment, “Build Community trust in City Government through Responsive, Transparent and Efficient Service Delivery. Goal I. Promote Trust and Engagement between the Community and the City”.

BACKGROUND:

On February 5, 2008, voters approved Measures M (Accountability in City Hall) an amendment to the City’s Charter. Measure M called for the establishment of a Citizens’ Salary Setting Commission to consider and make recommendations regarding the Mayor and Council salaries.

Section 703(b)1 of the City of Modesto’s Charter added the formation of a Citizens’ Salary Setting Commission whose function is to recommend the compensation for the Mayor and members of the Council. According to the Charter, the Commission shall meet between March 1 st and April 30th of every even-numbered year.

On March 4, 2008, by motion Council appointed five members to serve on the original Citizens’ Salary Setting Commission and approved Bylaws for the Commission. The approved Bylaws also governed future Citizens’ Salary Setting Commissions.

Starting in June 2022, the City engaged in several months of outreach requesting applications for citizens interested in serving on the Salary Setting Commission. On November 7, 2023, the 1 https://library.municode.com/ca/modesto/codes/code_of_ordinances?nodeId=CHTR_ARTVIITHCO_S703COELOF #4..
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City Council, February 27, 2024
Amendment to the Citizens’ Salary Setting Commission Bylaws

Page 2 of 4 ends

City Council adopted Resolution No. 2023-482, appointing five members to the current Salary Setting Commission.

Under the Modesto Charter, Section 703(b), the City Council must appoint five (5) members to serve on the Citizens’ Salary Setting Commission. Section 703(b), (A) of the City’s Charter provides that “strong consideration shall be given” to composing the Commission with the following members:
(i) a retired Stanislaus County judge as chairperson;
(ii) one member from a bona fide local taxpayer's association with tax exempt status under the relevant provisions of the Internal Revenue Code; (iii) one member from a bona fide local nonpartisan political organization, with taxexempt status under Section 501(c)(3) of the Internal Revenue Code, dedicated to encouraging informed and active participation in government; (iv) one member from, a former Civil Grand Jury who has served in that role within in the previous five years;
(v) additional members who have demonstrated civic involvement and a capacity to serve in an honest, independent, and impartial fashion.

The Charter prohibits the following person(s) from serving on the Commission:
(i) Relatives by blood or marriage within the second degree of the Mayor, a member of the Council, any Charter officer, or any department head or deputy department head. (ii) An employee of the City or any bargaining unit for employees of the City, or any persons who receives compensation from the City or from bargaining units of the City in any manner, including retirement benefits.
(iii) A lobbyist or other person with business before the City that represents an economic interest in excess of the limit for material financial effect as established by local ordinance for the time periods established by local ordinance.

DISCUSSION
The Charter and current Bylaws state that the Chairperson of the Commission is to be a retired Stanislaus County Judge. The Bylaws also contain a separate section indicating that the Council appoints the chair. These two sections can only be consolidated to mean that the Council would appoint the Chair in cases where no retired Stanislaus County Judge is on the Commission. The recruitment for the current Salary Setting Commission did not yield a retired judge applicant. Given the absence of this applicant, the Commission is without a Chairperson.

This proposed amendment to the Bylaws will give the Commission the authority to elect a Chairperson when a retired judge is not a member and update the rules of procedures to align with Council procedures.
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City Council, February 27, 2024
Amendment to the Citizens’ Salary Setting Commission Bylaws

Page 3 of 4 ends

Specifically, the amendments will be reflected as follows:
 Addition of language to Section 1 under Article VI to match Charter language  Addition of Section 2 under Article VI to elect a Chair when no retired Stanislaus County Judge serves as a member of the Commission;
 Additions to Section 7 under Article VI to apply the Secretary to call meetings in the temporary absence of a Chairperson;
 Amendment to Section 1 under Article VIII to update the rules of procedures to align with the City Council rules of procedure.

FISCAL IMPACT:

There is no cost associated with amending the bylaws to the Citizens’ Salary Setting Commission.

COMMITTEE RECOMMENDATION:

This agenda item did not go to Committee.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving the amended Bylaws for the Citizens’ Salary Setting Commission.

Approved by:

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

1. Resolution

2. Amended Bylaws

3. Redline Bylaws
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02/27/2024/CCO/DNayares-Perez/Item X 1 2024-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2024-XX
RESOLUTION APPROVING THE AMENDED BYLAWS FOR THE CITIZENS’

SALARY SETTING COMMISSION
WHEREAS, Section 703(b) of the City of Modesto’s Charter established the formation of a Citizens’ Salary Setting Commission whose function is to recommend the compensation for the Mayor and members of the Council. According to the Charter, the Commission shall meet between March 1st and April 30th of every even-numbered year; and
WHEREAS, pursuant to the City Charter Citizens’ Salary Setting Commission shall consist of five qualified electors residing within the City; and WHEREAS, on March 4, 2008, Council by motion appointed five members to serve on the original Citizens’ Salary Setting Commission and approved Bylaws for the Commission. The approved Bylaws also governed future Citizens’ Salary Setting Commissions; and
WHEREAS, Section 703(b), (A) of the City’s Charter provides that “strong consideration shall be given” to composing the Commission with the following members:
(i) a retired Stanislaus County judge as chairperson;
(ii) one member from a bona fide local taxpayer's association with tax exempt status under the relevant provisions of the Internal Revenue Code; (iii) one member from a bona fide local nonpartisan political organization, with tax-exempt status under Section 501(c)(3) of the Internal Revenue Code, dedicated to encouraging informed and active participation in government;
(iv) one member from, a former Civil Grand Jury who has served in that role within in the previous five years;
(v) additional members who have demonstrated civic involvement and a #4..
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02/27/2024/CCO/DNayares-Perez/Item X 2 2024-XX
WHEREAS, the Charter and current Bylaws state that the Chairperson of the Commission is to be a retired Stanislaus County Judge. The Bylaws also contain a separate section indicating that the Council appoints the chair; and WHEREAS, these two sections can only be consolidated to mean that the Council would appoint the Chair in cases where no retired Stanislaus County Judge is on the Commission; and
WHEREAS, the recruitment for the current Salary Setting Commission did not yield a retired judge applicant and given the absence of this applicant, the Commission is without a Chairperson; and
WHEREAS, this proposed amendment to the Bylaws will give the Commission the authority to elect a Chairperson when a retired judge is not a member, and update the rules of procedures to align with Council procedures; and WHEREAS, specifically, the amendments will be reflected as follows:
 Addition of language to Section 1 under Article VI to match Charter language
 Addition of Section 2 under Article VI to elect a Chair when no retired Stanislaus County Judge serves as a member of the Commission;  Additions to Section 7 under Article VI to apply the Secretary to call meetings in the temporary absence of a Chairperson;
 Amendment to Section 1 under Article VIII to update the rules of procedures to align with the City Council rules of procedure.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the amended Bylaws for the Citizens’ Salary Setting Commission. #4..
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02/27/2024/CCO/DNayares-Perez/Item X 3 2024-XX
The foregoing Resolution was introduced in a regular meeting of the Council of the City of Modesto held on the 27th day of February 2024, by Council Member ________, who moved its adoption, which motion being duly seconded by Council Member ______, was upon roll call carried and the resolution adopted by the following vote:

AYES: Council Members:

NOES: Council Members:

ABSENT: Council Members:

ATTEST: _____________________________

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

BY: _________________________________
JOSE M. SANCHEZ, City Attorney
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CITIZENS’ SALARY SETTING COMMISSION
BYLAWS
Article I
Definitions
Section 1 There is created a Committee to be known and designated as the Citizens’ Salary Setting Commission.

Section 2 As used in these Bylaws, unless a different meaning clearly appears from the context:

A. "Member" shall mean a member of the Citizens’ Salary Setting Commission.

B. "Citizens’ Salary Setting Commission" and "Commission" shall mean the Citizens’ Salary Setting Commission.

Article II
Objectives
Section 1 The function of the Commission shall be to recommend the compensation it deems appropriate for the Mayor and members of the Council, subject to this guidance:

A. The salary of the Mayor shall not be more than fifty percent (50%) of the salary for a Superior Court Judge in Stanislaus County.

B. The salary of a Councilmember shall not be more than fifty percent (50%) of the median family income for the Modesto Metropolitan Statistical Area as reported by the United States Census Bureau. The salary of all Councilmembers shall be the same.

Article III
Membership
Section 1 The Citizens’ Salary Setting Commission shall consist of 5 qualified electors.

Section 2 The Members of the Commission shall reside within the city limits of the City of Modesto at the time of appointment and must maintain residence within the City at all times during their service on the Commission.

Section 3 No member of the Commission shall be an employee of the City, nor any

REDLINED PROPOSED REVISIONS

TO BYLAWS
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bargaining unit for employees of the City, nor a person who receives compensation from the City or from bargaining units of the City in any manner, including retirement benefits.

Section 4 Strong consideration shall be given to composing the Commission of:
 A retired Stanislaus County judge as chairperson;
 One member from a bona fide local taxpayer’s association with taxexempt status under the relevant provisions of the Internal Revenue Code;
 One member from a bona fide local non-partisan political organization with tax-exempt status under Section 501(c)(3) of the Internal Revenue Code, dedicated to encouraging informed and active participation in government;
 One member from a former Civil Grand Jury who has served in that role within the previous five years;
 Additional members who have demonstrated civic involvement and a capacity to serve in an honest, independent, and impartial fashion.

Section 5 All appointments shall be approved by a majority vote of the City Council.

Section 6 No member of the Commission shall be a lobbyist or other person with business before the City that represents an economic interest in excess of the limit for material financial effect as established by local ordinance for the time periods established by local ordinance.

Section 7 No member of the Commission shall be a relative by blood or marriage within the third degree of the Mayor, Councilmember, Charter Officer, or any department director or deputy department director.

Article IV
Terms of Office
Section 1 The initial five Members of the Commission shall be appointed during the month of March 2008.

Section 2 Of the initial five Members, two shall be appointed for a term expiring on December 31, 2010 and three Members, including the initial chairperson, shall be appointed for a term expiring on December 31, 2012.

Section 3 Commencing December 2010, new appointments shall be made during the month of December of each even-numbered year to fill the offices of the members whose terms are expiring as the end of such even-numbered years.

Section 4 Such appointments shall be for regular terms of four years commencing on the January 1 of the following odd-numbered year and expiring on December 31 of the second even-numbered year thereafter.
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Section 5 Members may be re-appointed after their initial term, but in no event shall any person who has served two consecutive terms on the Commission be eligible for re-appointment to the Commission.

Section 6 Serving any portion of an unexpired term shall not be counted as service of one term. Members not eligible for re-appointment may continue to serve until their successors are appointed and meet all of the qualifications outlined in Article III Membership of these bylaws. No member shall serve more than eight consecutive years, with the exception of those who are serving until their successors are appointed.

Section 7 The Members of the Commission shall receive no compensation for the performance of their official duties
Section 8 Appointments to fill vacancies on the Commission shall be handled in the same manner as original appointments. When a vacancy occurs during a term, the appointment to fill such vacancy shall be for the unexpired portion of the term.

Section 9 Members of the Commission may be removed by a majority vote of the City Council after a recommendation by the Commission chairperson for the following reasons:

A. Misconduct, inefficiency, or willful neglect in the performance of their duties providing the Council first states in writing the reasons for such removal and gives the member the opportunity to be heard before the Council in their own defense.

B. Refusal to resign from the Commission when no longer a resident of the City of Modesto.

Article V
Attendance at Meetings
Section 1 It shall be the responsibility of each Member to know the dates and times of all meetings of the Commission. If a Member knows he or she will not be able to attend a regularly scheduled meeting, it shall be his or her responsibility to notify the Commission Chair at least forty-eight hours before the meeting, in order for the absence to be recorded as an excused absence.

Section 2 The minutes of each meeting will list those Members in attendance, those who are excused and those who are unexcused.

Section 3 Timely attendance at meetings is expected and necessary to carry out the mission of the Commission.

Article VI
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Officers and Their Duties
Section 1 Officers shall consist of Chair, as appointed by the City Council which shall be a retired Stanislaus County Judge, and Vice-chair, elected by a majority vote of the Members of the Commission. Officers shall serve a four-year term.

Section 2 If a retired Stanislaus County judge is not on the Commission, the Chair shall be elected by a Majority vote of the Members of the Commission.

Section 32 All officers shall exercise all privileges of membership, including the making of motions, seconding and debate.

Section 43 The Chair shall not serve more than two consecutive four-year terms.

The Vice-chair shall not serve more than two consecutive four-year terms.

Section 54 The Chair shall preside at all meetings, shall appoint all ad-hoc committees, and shall ensure that the bylaws, rules and regulations as adopted by the Commission are properly enforced.

Section 65 The Vice-chair shall assist the Chair in his/her duties and in the absence of the Chair shall perform all duties usually performed by the Chair.

Section 76 The Office of the City Clerk shall provide a staff member to serve as secretary.

He/she shall keep a record of the minutes of all meetings and such other duties as are usually performed by a secretary. He/she shall supply the Members of the Commission with copies of all records taken within three days after a meeting takes place. He/she shall also assist in publicity releases concerning Commission activities. In the absence of both the Chair and Vice-Chair, the secretary may call a meeting to order, whereupon a temporary chair shall be elected by a majority vote of the Members of the Commission present at the meeting.

Article VII
Meetings
Section 1 The Commission shall conduct sufficient number of meetings during the months of March and April in even-numbered years to assure the Objectives as outlined in Article II are achieved.

Section 2 Special meetings shall be called by the Chair as necessary.

Section 3 Notices of all meetings, including an agenda, shall be given to all members of the Commission, to the City Clerk, to the City Manager, and to all others as provided by law. All such notices shall be furnished to the Commission in writing at least seventy-two hours prior to the time of such meeting.

Section 4 All meeting agendas will be posted at Tenth Street Place and will be available at the following public facilities: Tenth Street Place and at the Main Branch of the Stanislaus County Free Library.
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Section 5 All meetings shall comply with the requirements of the Ralph M. Brown Act.

Section 6 A quorum is necessary for the Commission to transact any business. A quorum shall be defined as a simple majority of active Commission members.

Section 7 All meetings of the Commission shall be open to the public and shall be held at a public facility, which is accessible in accordance with the regulations of the Americans with Disabilities Act.

Article VIII
Order of Proceedings
Section 1 Section 2-1.10 “Procedural Rules for Council Meetings” of Title 2 “Administration,” of Chapter 1 “City Council Organization and Procedure” of the Modesto Municipal Code Sturgis' Standard Code of Parliamentary Procedure shall be the guide for parliamentary procedures in the conduct of Commission meetings.

Section 2 The order of proceedings of all meetings shall be as follows, subject to majority vote of the Members present:

1. Call to order

2. Approval of Minutes

3. Written Communications

4. Old Business

5. New Business

6. Oral Communications

7. Matters Too Late for the Agenda

8. Adjournment
Section 3 Members of the public shall not speak unless recognized by the Chair and shall state their names and addresses before making any statement, which shall become a part of the public record. The Chair may remove any person who refuses to follow these rules or the decision of the Chair.

Article IX
Report to the City
Section 1 The Commission’s recommendation will be made to the City Council by April 30 of every even-numbered year to be effective for a two-year period commencing not before July 1 of that even-numbered year.

Section 2 Failure of the Commission to make a recommendation in any even-numbered #4..
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year within the prescribed time shall be deemed to be a recommendation that no change be made to existing compensation levels.

Article X
Amendments
Section 1 The Bylaws and any future amendments shall be subject to the final approval of the City Council and shall not and are not intended to go beyond any of the powers and duties given to the Commission by the City Council. #4..
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Approved on February 27, 2024 by Reso No. 2024-______
CITIZENS’ SALARY SETTING COMMISSION
BYLAWS
Article I
Definitions
Section 1 There is created a Committee to be known and designated as the Citizens’ Salary Setting Commission.

Section 2 As used in these Bylaws, unless a different meaning clearly appears from the context:

A. "Member" shall mean a member of the Citizens’ Salary Setting Commission.

B. "Citizens’ Salary Setting Commission" and "Commission" shall mean the Citizens’ Salary Setting Commission.

Article II
Objectives
Section 1 The function of the Commission shall be to recommend the compensation it deems appropriate for the Mayor and members of the Council, subject to this guidance:

A. The salary of the Mayor shall not be more than fifty percent (50%) of the salary for a Superior Court Judge in Stanislaus County.

Article III
Membership
Section 1 The Citizens’ Salary Setting Commission shall consist of 5 qualified electors.

Section 3 No member of the Commission shall be an employee of the City, nor any #4..
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bargaining unit for employees of the City, nor a person who receives compensation from the City or from bargaining units of the City in any manner, including retirement benefits.

Section 5 All appointments shall be approved by a majority vote of the City Council.

Article IV
Terms of Office
Section 1 The initial five Members of the Commission shall be appointed during the month of March 2008.

Section 4 Such appointments shall be for regular terms of four years commencing on the January 1 of the following odd-numbered year and expiring on December 31 of the second even-numbered year thereafter.
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Section 5 Members may be re-appointed after their initial term, but in no event shall any person who has served two consecutive terms on the Commission be eligible for re-appointment to the Commission.

Section 9 Members of the Commission may be removed by a majority vote of the City Council after a recommendation by the Commission chairperson for the following reasons:

B. Refusal to resign from the Commission when no longer a resident of the City of Modesto.

Section 2 The minutes of each meeting will list those Members in attendance, those who are excused and those who are unexcused.

Section 3 Timely attendance at meetings is expected and necessary to carry out the mission of the Commission.

Article VI
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Officers and Their Duties
Section 1 Officers shall consist of Chair, which shall be a retired Stanislaus County Judge, and Vice-chair, elected by a majority vote of the Members of the Commission. Officers shall serve a four-year term.

Section 2 If a retired Stanislaus County judge is not on the Commission, the Chair shall be elected by a Majority vote of the Members of the Commission.

Section 3 All officers shall exercise all privileges of membership, including the making of motions, seconding and debate.

Section 4 The Chair shall not serve more than two consecutive four-year terms.

The Vice-chair shall not serve more than two consecutive four-year terms.

Section 5 The Chair shall preside at all meetings, shall appoint all ad-hoc committees, and shall ensure that the bylaws, rules and regulations as adopted by the Commission are properly enforced.

Section 6 The Vice-chair shall assist the Chair in his/her duties and in the absence of the Chair shall perform all duties usually performed by the Chair.

Section 7 The Office of the City Clerk shall provide a staff member to serve as secretary.

Section 2 Special meetings shall be called by the Chair as necessary.

Section 4 All meeting agendas will be posted at Tenth Street Place and will be available at the following public facilities: Tenth Street Place and at the Main Branch of the Stanislaus County Free Library.
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Section 5 All meetings shall comply with the requirements of the Ralph M. Brown Act.

Section 6 A quorum is necessary for the Commission to transact any business. A quorum shall be defined as a simple majority of active Commission members.

Article VIII
Order of Proceedings
Section 1 Section 2-1.10 “Procedural Rules for Council Meetings” of Title 2 “Administration,” of Chapter 1 “City Council Organization and Procedure” of the Modesto Municipal Code shall be the guide for parliamentary procedures in the conduct of Commission meetings.

Section 2 The order of proceedings of all meetings shall be as follows, subject to majority vote of the Members present:

1. Call to order

2. Approval of Minutes

3. Written Communications

4. Old Business

5. New Business

6. Oral Communications

7. Matters Too Late for the Agenda

Section 2 Failure of the Commission to make a recommendation in any even-numbered year within the prescribed time shall be deemed to be a recommendation that no change be made to existing compensation levels.
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Article X
Amendments
Section 1 The Bylaws and any future amendments shall be subject to the final approval of the City Council and shall not and are not intended to go beyond any of the powers and duties given to the Commission by the City Council. #4..
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

February 27, 2024
Date: January 31, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Jessica Hill, Director of Community and Economic Development SUBJECT: Lease Agreement between City and the Baseball Club of Modesto, LLC for John Thurman Field
CONTACT: Sean M. Rando, Business Analyst, [email protected], 209-577-5473 DESCRIPTION:

Consider approving an Agreement with The Baseball Club of Modesto, LLC to lease John Thurman Field through September 30, 2024, and authorizing the City Manager, or his designee, to finalize the language of the agreement pursuant to the negotiated terms and execute the Agreement. (Funding Source: Capital Improvement Project (CIP) 101019/General Fund) STRATEGIC PLAN ELEMENT:

This action supports the City’s 2020-2025 Strategic Plan’s Area of Focus to promote its economic vitality goals to drive the success of a vibrant and economically sustainable business climate, build and promote a recognizable and desirable identity of the City of Modesto, and to make downtown Modesto a regional destination.

BACKGROUND:

The City owns the property, stadium, and parking facilities that comprise John Thurman Field located at 601 Neece Drive. From 2006-2016, the City leased the facility to the Modesto Nuts Baseball Club, an affiliate of the Seattle Mariners. On December 13, 2016, by Resolution No. 2016-503, the City and HWS Baseball IV, LLC, also known as the Modesto Nuts Baseball Club (Club), entered into a ten-year agreement to operate, manage, and maintain the (“Agreement”).

The Agreement requires the Club to maintain the facility and field and pay an annual license fee of $70,000 to the City. In return, the City contributes $120,000 per year for capital improvement and deferred maintenance projects for the stadium.

In 2018, staff entered discussions regarding the replacement of the outdated videoboard and stadium seating. The replacement, estimated at $500,000, exceeded the available CIP funding.

As a result, by Resolution No. 2018-451, Council approved the First Amendment to the Agreement, which advanced one of the $120,000 annual CIP Deposits to help fund the project in advance of the 2019 season.
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City Council, February 27, 2024
Lease Agreement between City and the Baseball Club of Modesto, LLC for John Thurman Field

Page 2 of 4 ends

In Spring 2020, the COVID-19 pandemic forced the State to shut down all non-essential operations, services, and programs. The State’s actions in response to the COVID-19 pandemic, were outside the Club’s control and, prevented it from providing a full schedule of professional baseball games at John Thurman Field for the 2020 season. In addition, that same year, HWS Baseball IV, LLC assigned all obligations and rights under the Agreement to The Baseball Club of Modesto, LLC (“Club”). The Club is owned by Mariners Investment, LLC c/o The Seattle Mariners. Prior to this assignment, the Seattle Mariners owned 51% of the team.

The change in assignment gives the Club full ownership of the Modesto Nuts franchise under the Seattle Mariners as the parent club.

On January 12, 2020, in response to the negative economic impacts of COVID-19 and the reassignment of the Club, Council, by Resolution No. 2020-007, approved the Second Amendment to the Agreement. The Second Amendment included the following: 1) extended the term of the Agreement through 2027; 2) waived the Club’s 2020 $70,000 annual license fee payment and added it to the 2027 season; and 3) deferred the City’s Fiscal Year 2020-2021 $120,000 CIP Deposit to Fiscal Year 2025-2026.

On July 23, 2021, the City notified the Club of its intent to reopen the terms of the Agreement and commence the meet and confer process. The Club declined the City’s request triggering the Agreement to expire on December 31, 2021. Although the Club declined the City’s request for the reopener, all Parties agreed that operations should continue in compliance with the Agreement. To facilitate this in a timely manner, Council, by Resolution No. 2021-497 amended the Agreement to extend the expiration date in the accelerated termination provision to December 31, 2022.

Throughout 2022, the Club and City met to assess and discuss the best course of actions for both Parties. Discussion focused on Major League Baseball’s new stadium requirements for Minor League facilities and possible changes to the terms and conditions, and the rising costs to do business. With discussions ongoing, on December 6, 2022, by Resolution No. 2022-464, Council amended the Agreement again to extend the expiration date in the accelerated termination provision to December 31, 2023.

On December 12, 2023, by Resolution No. 2023-544 Council approved a Fifth Amendment to the Agreement which extended the expiration date of the accelerated termination provision from December 31, 2023, to February 29, 2024, and authorized the City Manager to negotiate and execute this Fifth Amendment. At the request of the Club, the City initially executed the Fifth Amendment through January 31, 2024. Under the authority of Resolution No. 2023-544, the City Manager negotiated and executed a Sixth Amendment extending the termination provision fully through February 29, 2024.

DISCUSSION:

The City and Club have since continued negotiations towards an updated lease of the John Thurman Field facility. The Parties have reached agreement on the key terms of a lease for the 2024 baseball season. Specifically, the new lease agreement includes the following key terms:
 Term of Lease: March 1, 2024, through September 30, 2024  Rent: The Club shall remit to the City $360,000 in rent under this new agreement. #5..
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City Council, February 27, 2024
Lease Agreement between City and the Baseball Club of Modesto, LLC for John Thurman Field

Page 3 of 4 ends

 Capital Improvements: The Club may withhold up to $75,000 of the rent for use towards capital improvements at the stadium. Any amount not used towards capital improvements will be repaid to the City.
 Repairs and Maintenance: The Club will be responsible for all ongoing routine repairs and maintenance expenses. The City will be responsible for any repairs necessary to maintain the structural integrity of permanent aspects of the facility (such as the walls and foundation).
 Facility Study: The Club will commission and pay for a study to identify the necessary capital improvements required for the facility to be used as a minor league baseball stadium in the future.
 Long Term Lease: After the completion of the facility study, the parties may negotiate a long term lease. If a long term lease agreement is not finalized by June 30, 2024, negotiations will end, and Club will vacate the property by October 1, 2024.

The Parties are still finalizing all the details of the new lease agreement. The proposed resolution, if adopted, will authorize the City Manager to finalize the language in the lease agreement, subject to the negotiated terms identified above.

FISCAL IMPACT:

If approved, there will be an increase in revenue of $290,000 and a decrease in capital improvement costs of $45,000 compared to the previous agreement with the Club. The costs and lease payments are accounted for in the General Fund and project 101019.

Rent $ 70,000 $ 360,000
Capital Improvement Costs 120,000 75,000
Net (Cost) Revenue to the City $ (50,000) $ 285,000
The exact net revenue to the City may change slightly based on the final terms negotiated by the City Manager. The City uses the net revenue to pay for the costs it incurs related to John Thurman Field.

COMMITTEE RECOMMENDATION:

Due to urgent nature of the action needed this item was taken directly to Council.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving an Agreement with The Baseball Club of Modesto LLC to lease the John Thurman Field facility through September 30, 2024, and authorizing the City Manager, or his designee, to finalize the language of the agreement pursuant to the negotiated terms and execute the Agreement.
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City Council, February 27, 2024
Lease Agreement between City and the Baseball Club of Modesto, LLC for John Thurman Field

Page 4 of 4 ends

Approved by:

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

1. Resolution
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2-27-2024/CED/Sean M Rando 1 2024-

MODESTO CITY COUNCIL
RESOLUTION NO. 2024-XX

RESOLUTION APPROVING AN AGREEMENT WITH THE BASEBALL CLUB

OF MODESTO LLC TO LEASE THE JOHN THURMAN FIELD FACILITY THROUGH SEPTEMBER 30, 2024, AND AUTHORIZING THE CITY

MANAGER, OR HIS DESIGNEE, TO FINALIZE THE LANGUAGE OF THE

AGREEMENT PURSUANT TO THE NEGOTIATED TERMS AND EXECUTE

THE AGREEMENT
WHEREAS, the City is the owner of the property, stadium, and parking facilities that comprise John Thurman Field; and
WHEREAS, by Resolution No. 2016-503, Council approved a ten (10) year Agreement (“Agreement”) with HWS Baseball IV, LLC, aka The Modesto Nuts Baseball Club, (“Club”) for the use, operation, and management of John Thurman Field; and
WHEREAS, by Resolution No. 2018-451, Council approved the First Amendment to the Agreement to advance one (1) annual deposit to help fund the replacement of a video board and stadium seating as well as various minor changes; and WHEREAS, by Resolution No. 2020-007, Council approved the Second Amendment to the Agreement with The Baseball Club of Modesto, LLC, as the successor in interest to HWS Baseball IV, LLC, to extend the term through December 31, 2027, waive the 2020 annual license payment, and defer the fiscal year 2020-2021 Capital Improvement Project deposit to Fiscal Year 2025-2026; and WHEREAS, by Resolution No. 2021-497, Council approved the Third Amendment to the Agreement with the Baseball Club of Modesto, as successor in interest to HWS Baseball IV, LLC, to revise the expiration date in the accelerated termination provision from December 31, 2021 to December 31, 2022; and #5..
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2-27-2024/CED/Sean M Rando 2 2024-
WHEREAS, by Resolution No.2022-464, Council approved the Fourth Amendment to the Agreement with the Baseball Club of Modesto, as successor in interest to HWS Baseball IV, LLC, to revise the expiration date in the accelerated termination provision from December 31, 2022 to December 31, 2023; and WHEREAS, on December 12, 2023, by Resolution No. 2023-544 Council approved the Fifth Amendment to the Agreement which revised the accelerated termination provision’s expiration date from December 31, 2023 to February 29, 2024 while authorizing the City Manager or their designee to negotiate and executed the Fifth Amendment; and
WHEREAS, the City initially executed the Fifth Amendment through January 31, 2024 at the request of the Club; and
WHEREAS, under the authority of Resolution No. 2023-544, the City further extended the termination clause of the Agreement fully through February 29, 2024 via a Sixth Amendment; and
WHEREAS, the City and Club have reached agreement on the following key terms for the lease of John Thurman Field for the 2024 season:
 Term: March 1, 2024 through September 30, 2024
 Rent: $360,000 for the Term of the Lease
 Capital Improvement Costs: The club may withhold up to $75,000 of the rent for use towards capital improvements at the stadium. Any amount not used towards these improvements will be returned to the City.
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2-27-2024/CED/Sean M Rando 3 2024-
 Repairs and Maintenance: The Club will be responsible for all ongoing routine repairs and maintenance expenses. The City will be responsible for repairs necessary to maintain the structural integrity of the facility.  Facility Study: The Club will commission and pay for a study to identify the necessary capital improvements required for the facility to be used as a minor league baseball stadium in the future.
 Long Term Lease: After the completion of the facility study, the parties may negotiate a long term lease. If a long term lease agreement is not finalized by June 30, 2024, negotiations will end and Club will vacate the property by October 1, 2024, and
WHEREAS, the City and Club are still finalizing all of the details of the new lease agreement, and the City Council desires to authorize the City Manager to finalize those details, subject to the negotiated terms described above.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves an Agreement with The Baseball Club of Modesto LLC to lease the John Thurman Field facility through September 30, 2024.

BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to finalize the language of the agreement pursuant to the negotiated terms and execute the Agreement, in a form approved by the City Attorney, subject to the terms contained in this Resolution.
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2-27-2024/CED/Sean M Rando 4 2024-
The foregoing Resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 27th day of February, 2024, by Council Member ?, who moved its adoption, which motion being duly seconded by Council Member ?, was upon roll call carried and the Resolution adopted by the following vote:

AYES: Council Members:

NOES: Council Members:

ABSENT: Council Members:

ATTEST:

DIANE NAYARES-PEREZ, City
Clerk
APPROVED AS TO FORM:

BY: ___________________________
JOSE M. SANCHEZ, City Attorney
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

February 27, 2024
Date: January 30, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Jessica Hill, Director of Community and Economic Development SUBJECT: Memorandum of Understanding for the Ashwood Village Apartments CONTACT: Edgar Garcia, Community Development Manager,
[email protected], 209-577-5211
DESCRIPTION:

Consider approving a Memorandum of Understanding to clarify the terms of the HOME Investment Partnerships (HOME) and Redevelopment Agency of the City of Modesto (RDA) loans for the Ashwood Village Apartments. (Funding Source: HOME Investment Partnerships and Redevelopment Agency Funds).

STRATEGIC PLAN ELEMENT:

The recommended action supports the City’s 2020-2025 Strategic Plan Initiatives: Develop Homelessness and Housing Plan.

BACKGROUND:

The U.S. Department of Housing and Urban Development1 (HUD) requires the City of Modesto, as an entitlement community, to develop an Annual Action Plan that describes proposed activities funded with Community Development Block Grant (CDBG), HOME Investment Partnerships (HOME),2 and Emergency Solutions Grant (ESG) funds. The Annual Action Plan should align and support the priorities in the City’s five-year Consolidated Plan.

The City of Modesto (City) and Ashwood Village L. P. (Ashwood Village) collaborated on the development of an apartment complex to construct 120 units of affordable rental housing. On May 6, 1997, the City authorized a HOME loan to Ashwood Village in the amount of $765,000 by Resolution 97-232 to assist with financing costs for the project.

On May 6, 1997, by Resolution 14-97, the Redevelopment Agency of the City of Modesto authorized a Redevelopment Agency loan in the amount of $235,000 to Ashwood Village to assist with financing costs for the development of the 120-unit apartment project. 1 https://www.hud.gov/
2 https://www.hud.gov/program_offices/comm_planning/home #6..
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City Council, February 27, 2024
Memorandum of Understanding for the Ashwood Village Apartments

Page 2 of 3 ends

On June 29, 2011, the California Legislature adopted Assembly Bill x1 263, which amended provisions of the Redevelopment Law. The Agency was dissolved on February 1, 2012, and the housing assets of the Redevelopment Agency, including the Agency promissory note for Ashwood Village, were transferred to the City.

Since completion of the project in 1999, the apartment complex has been successfully operating as an affordable housing development consistent with HUD’s requirements for use of the HOME loan funds. The project is to maintain affordability for a period of forty (40) years as interpreted by the Cranston-Gonzalez National Affordable Housing Act of 1990, as amended by the Housing and Community Development Act of 19924. As a condition of receiving HOME program funds for development of the 120-unit multi-family rental project, eleven (11) units are HOME assisted units and Ashwood Village agreed to place specified restrictions upon the use and transfer of the property (24 CFR Sec. 92.2525). The HOME assisted units “float” within the complex as long as six (6) of the HOME units are three-bedroom and five (5) are four-bedroom units and these units must only be occupied by income eligible tenants.

DISCUSSION:

Ashwood Village Apartments L. P. developed a 120-unit multi-family apartment project located at the southeast corner of Rumble Road and Lou Ann Drive for very-low and low-income households. To assist with financing costs for the construction of the development, the City of Modesto authorized a HOME loan in the amount of $765,000 and the Redevelopment Agency of the City of Modesto authorized a loan in the amount of $235,000.

The loans are for a term of forty (40) years from the date of the promissory notes and accrue simple interest at the rate of three percent (3%) per year. The promissory notes provide that the loans are repayable by Ashwood in annual principal and interest payments over a period of thirtyeight years (38), beginning in 1999, with any outstanding principal and interest due at the end of the term of the loans. The promissory notes authorize Ashwood to defer the annual payments until the end of the term of the loans is the cash flow for the development is not reaching certain specified thresholds. However, the promissory notes are ambiguous on whether additional interest accrues on deferred annual payments. This prompted discussions between the City of Modesto and Ashwood Village Apartments L. P. to clarify the terms of the MOU. Since these discussions, the parties have agreed that the deferred annual payments do not accrue additional interest under the promissory notes and desire to enter into this Memorandum of Understanding to clarify the terms of the promissory notes. This is consistent with most loans the City provides for affordable housing projects. The goal of such loans it to facilitate the construction of affordable housing, and not for the City to generate revenue through financing terms.

FISCAL IMPACT:

This item has no impact on the General Fund, and does not change Ashwood’s obligation to repay the loans.

COMMITTEE RECOMMENDATION:

This item was not required to be presented to Council Committee due to the expediency of the item.
3 http://www.leginfo.ca.gov/pub/11-12/bill/asm/ab_0001-0050/abx1_26_bill_20110629_chaptered.html 4 https://www.hud.gov/sites/documents/TITLEI_CRAN_GON.PDF 5 https://www.ecfr.gov/current/title-24/subtitle-A/part-92/subpart-F/section-92.252 #6..
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City Council, February 27, 2024
Memorandum of Understanding for the Ashwood Village Apartments

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RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving a Memorandum of Understanding intending to clarify the terms of the HOME Investment Partnerships (HOME) and Redevelopment Agency of the City of Modesto (RDA) loans for the Ashwood Village Apartments and authorizing the City Manager, or his designee, to execute the Agreement.

Approved By:

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

1. Resolution

2. Memorandum of Understanding Regarding Loans for the Ashwood Village Apartments #6..
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02-27-2024/CED/JHill 1

MODESTO CITY COUNCIL
RESOLUTION NO. 2024-

RESOLUTION APPROVING A MEMORANDUM OF UNDERSTANDING

INTENDING TO CLARIFY THE TERMS OF THE HOME INVESTMENT

PARTNERSHIPS (HOME) AND REDEVELOPMENT AGENCY OF THE CITY

OF MODESTO (RDA) LOANS FOR THE ASHWOOD VILLAGE APARTMENTS

AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO

EXECUTE THE AGREEMENT
WHEREAS, the City of Modesto and Ashwood Village L. P. collaborated on the development of an apartment complex to construct one-hundred-twenty (120) units of affordable rental housing; and
WHEREAS, on May 6, 1997, the City of Modesto authorized a HOME loan to Ashwood Village L. P. in the amount of $765,000 by Resolution 97-232 to assist with financing costs for the project; and
WHEREAS, on May 6, 1997, the Redevelopment Agency of the City of Modesto authorized a Redevelopment Agency loan to Ashwood Village L. P. in the amount of $235,000 by Resolution 14-97 to assist with financing costs for the development of the project; and
WHEREAS, on June 29, 2011, the California Legislature adopted Assembly Bill x1 26, which amended provisions of the Redevelopment Law; and WHEREAS, the Redevelopment Agency of the City of Modesto was dissolved on February 1, 2012, and the housing assets of the Redevelopment Agency, including the Agency promissory note for Ashwood Village L. P., were transferred to the City; and WHEREAS, the loans are for a term of forty (40) years from the date of the promissory notes and accrue simple interest at the rate of three percent (3%) per year; and #6..
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02-27-2024/CED/JHill 2
WHEREAS, the promissory notes provide that the loans are repayable by Ashwood in annual principal and interest payments over a period of thirty-eight (38) years, beginning in 1999, with any outstanding principal and interest due at the end of the term of the loans; and
WHEREAS, the promissory notes authorize Ashwood Village L. P. to defer the annual payments until the end of the term of the loans is the cash flow for the development is not reaching certain specified thresholds; and WHEREAS, the promissory notes are ambiguous whether additional interest accrues on deferred annual payments; and
WHEREAS, the City of Modesto and Ashwood Village Apartments, L. P. agree that the deferred annual payments do not accrue additional interest under the promissory notes and desire to enter into this Memorandum of Understanding to clarify the terms of the promissory notes.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves a Memorandum of Understanding to clarify the terms of the HOME Investment Partnerships (HOME) and Redevelopment Agency of the City of Modesto (RDA) loans for the Ashwood Village Apartments.

BE IT FURTHER RESOLVED, that the City Manager, or his designee, is authorizing to execute the agreement, in a form approved by the City Attorney. #6..
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02-27-2024/CED/JHill 3
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 27th day of February, 2024 by Councilmember , who moved its adoption, which motion being duly seconded by Councilmember , was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

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

BY: __________________________________________
JOSE M. SANCHEZ, City Attorney
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MEMORANDUM OF UNDERSTANDING REGARDING LOANS FOR THE

ASHWOOD VILLAGE APARTMENTS
This Memorandum of Understanding Regarding Loans for the Ashwood Village Apartments (this “MOU”) is entered into by and between the City of Modesto, a California charter city (“City”) and Ashwood Village Apartments L.P., a California Limited Partnership (“Ashwood”) as of _________________, 2024 (the “Effective Date”). The City and Ashwood may both be referred to herein individually as a “Party” or collectively as the “Parties”.

RECITALS
A. Ashwood previously constructed and developed a 120-unit housing project located in the City of Modesto, commonly known as the Ashwood Village Apartments (the “Development”).

The Development includes affordable housing units.

B. In order to assist with financing the costs of constructing the Development, the City provided a loan to Ashwood in the amount of Seven Hundred Sixty-Five Thousand Dollars ($765,000) (“City Loan”). The City Loan is evidenced by that certain Promissory Note executed by Ashwood and dated May 6, 1997 (the “City Promissory Note”).

C. In order to assist with financing the costs of constructing the Development, the Redevelopment Agency of the City of Modesto (“Agency”) provided a loan to Ashwood in the amount of Two Hundred Thirty Five Thousand Dollars ($235,000) (“Agency Loan”). The Agency Loan is evidenced by that certain Promissory Note executed by Ashwood and dated May 6, 1997 (the “Agency Promissory Note”).

D. On June 29, 2011 the California Legislature adopted Assembly Bill x1 26 (as amended by AB 1484 and SB 107, the “Dissolution Law”), which amended provisions of the Redevelopment Law. Pursuant to the Dissolution Law the Agency was dissolved on February 1, 2012 and the housing assets of the Agency, including the Agency Promissory Note, were transferred to the City by operation of law.

E. The City Loan and Agency Loan are referred to collectively herein as the “Loans”, and the City Promissory Note and Agency Promissory Note are referred to collectively herein as the “Promissory Notes”.

F. The Loans are for a term of forty (40) years from the date of the Promissory Notes, and accrue simple interest at the rate of three percent (3%) per year.

G. The Promissory Notes provide that the Loans are repayable by Ashwood in annual principal and interest payments (the “Annual Payments”) over a period of thirty-eight (38) years, beginning in 1999, with any outstanding principal and interest due at the end of the term of the Loans.

H. The Promissory Notes authorize Ashwood to defer all or any portion of the Annual Payments until the maturity date of the Loans if the cash flow for the Development is not #6..
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reaching certain specified thresholds. However, the Promissory Notes do not expressly state that interest accrues on deferred Annual Payments.

I. The Parties acknowledge and agree that deferred Annual Payments do not accrue additional interest under the Promissory Notes and desire to enter into this MOU to clarify the repayment terms of the Promissory Notes and provide for certain amortization schedules to reflect Ashwood's repayment obligations thereunder.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:

1. Recitals. The above recitals are true and correct and incorporated into this MOU by reference.

2. Deferred Repayments. Ashwood shall make Annual Payments of principal and interest on the Loans as specified in Section 3 of the Promissory Notes. The City and Ashwood mutually agree that any Annual Payments deferred by Ashwood pursuant to Section 3(b)(2) of the Promissory Notes are deferred without interest. Such deferral of an Annual Payment shall not constitute an event of default under the Promissory Notes.

3. Amortization Schedules. The amortization schedule for repayment of the City Loan is attached hereto as Exhibit A and incorporated herein. The amortization schedule for repayment of the Agency Loan is attached hereto as Exhibit B and incorporated herein. The Parties acknowledge and agree that these amortization schedules correctly reflect Ashwood’s payments to date and future repayment obligations as of the Effective Date but said amortization schedules may become inaccurate if additional interest or penalties accrue as a result of an event of default (as defined in Section 6 of the Promissory Notes).

4. No Amendment of Promissory Notes. The purpose of this MOU is to clarify an ambiguity in the Promissory Notes and memorialize the Parties understanding of repayment terms and this MOU does not amend or otherwise change any term or conditions of the Loans or Promissory Notes. The Promissory Notes remain in full force and effect, and Ashwood shall repay the Loans in accordance with the requirements of such Promissory Notes and in a manner consistent with the understanding of the Parties as expressed in this MOU and the amortization schedules attached hereto.

5. Default. If an event of default occurs, as defined in Section 6 of the Promissory Notes, the Parties acknowledge that the City may pursue any remedy as provided therein.

6. Governing Law. This MOU shall be governed by the laws of the State of California.

7. Interpretation. This MOU has been negotiated at arm’s length and each party has had the opportunity to have this MOU reviewed and revised by legal counsel to each of the Parties.

Accordingly, each party hereby waives any benefit under any rule of law (including Section 1654 of the California Civil Code) or legal decision that would require interpretation of any ambiguities in this MOU against the drafting party. #6..
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8. Modifications. Any modification of or amendment to this MOU will be effective only if it is signed in writings by all parties.

9. Counterparts. This MOU may be executed in any number of counterparts (including by fax, PDF, or other electronic means), each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

10. Representation on Authority of Parties. Each person signing this MOU represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this MOU.

SIGNATURES ON FOLLOWING PAGE
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IN WITNESS WHEREOF, City and Ashwood have each caused this MOU to be duly executed on its behalf as of the Effective Date.

ASHWOOD VILLAGES APARTMENTS L.P.,
a California limited partnership
By: CENTRAL VALLEY COALITION FOR
AFFORDABLE HOUSING, a California
non-profit public benefit corporation,
Its Managing General Partner
By:____________________________
Christina Alley, Chief Executive Officer

CITY OF MODESTO,
a California charter city
By:_________________________________
Joseph P. Lopez, City Manager
ATTEST:
____________________________________
Diane Nayares-Perez, CMC, City Clerk
APPROVED AS TO FORM:

By:_________________________________
Jose M. Sanchez, City Attorney
APPROVED AS TO RISK MANAGEMENT:

By: _________________________________
Christina Alger, Director of Human Resources

5581595.1
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Lender: City of Modesto HOME Loan Amount: $765,000
Interest Rate: 3.00% Payment: $34,011.40
Loan Term: 40 years Closing Date: 9/19/1997
For Period Beginning Required To To Ending Actual Interest Principal Ending Balance Payment Interest Principal Balance Payment Deferral Deferral 09/19/98 $765,000.00 $22,950.00 $22,950.00 $0.00 $765,000.00 $0.00 $22,950.00 $0.00 09/19/99 $765,000.00 $22,950.00 $22,950.00 $0.00 $765,000.00 $2,083.00 $20,867.00 $0.00 09/19/00 $765,000.00 $34,011.40 $22,950.00 $11,061.40 $753,938.60 $104.00 $22,846.00 $11,061.40 09/19/01 $753,938.60 $34,011.40 $22,618.16 $11,393.24 $742,545.36 $5,546.00 $17,072.16 $11,393.24 09/19/02 $742,545.36 $34,011.40 $22,276.36 $11,735.04 $730,810.32 $3,703.00 $18,573.36 $11,735.04 09/19/03 $730,810.32 $34,011.40 $21,924.31 $12,087.09 $718,723.23 $1,320.00 $20,604.31 $12,087.09 09/19/04 $718,723.23 $34,011.40 $21,620.77 $12,390.63 $706,332.60 $10,129.00 $11,491.77 $12,390.63 09/19/05 $706,332.60 $34,011.40 $21,189.98 $12,821.42 $693,511.18 $12,400.00 $8,789.98 $12,821.42 09/19/06 $693,511.18 $34,011.40 $20,805.34 $13,206.06 $680,305.11 $11,285.00 $9,520.34 $13,206.06 09/19/07 $680,305.11 $34,011.40 $20,409.15 $13,602.25 $666,702.86 $21,401.58 $0.00 $12,609.82 09/19/08 $666,702.86 $34,011.40 $20,055.88 $13,955.52 $652,747.35 $34,011.40 $0.00 $0.00 09/19/09 $652,747.35 $34,011.40 $19,582.42 $14,428.98 $638,318.37 $34,011.40 $0.00 $0.00 09/19/10 $638,318.37 $34,011.40 $19,149.55 $14,861.85 $623,456.52 $34,011.40 $0.00 $0.00 09/19/11 $623,456.52 $34,011.40 $18,703.70 $15,307.70 $608,148.82 $34,011.40 $0.00 $0.00 09/19/12 $608,148.82 $34,011.40 $18,294.45 $15,716.95 $592,431.86 $34,011.40 $0.00 $0.00 09/19/13 $592,431.86 $34,011.40 $17,772.96 $16,238.44 $576,193.42 $34,011.40 $0.00 $0.00 09/19/14 $576,193.42 $34,011.40 $17,285.80 $16,725.60 $559,467.82 $34,011.40 $0.00 $0.00 09/19/15 $559,467.82 $34,011.40 $16,784.03 $17,227.37 $542,240.46 $34,011.40 $0.00 $0.00 09/19/16 $542,240.46 $34,011.40 $16,311.78 $17,699.62 $524,540.84 $34,011.40 $0.00 $0.00 09/19/17 $524,540.84 $34,011.40 $15,736.23 $18,275.17 $506,265.66 $34,011.40 $0.00 $0.00 09/19/18 $506,265.66 $34,011.40 $15,187.97 $18,823.43 $487,442.23 $34,011.40 $0.00 $0.00 09/19/19 $487,442.23 $34,011.40 $14,623.27 $19,388.13 $468,054.10 $34,011.40 $0.00 $0.00 09/19/20 $468,054.10 $34,011.40 $14,080.09 $19,931.31 $448,122.79 $34,011.40 $0.00 $0.00 09/19/21 $448,122.79 $34,011.40 $13,443.68 $20,567.72 $427,555.08 $34,011.40 $0.00 $0.00 09/19/22 $427,555.08 $34,011.40 $12,826.65 $21,184.75 $406,370.33 $34,011.40 $0.00 $0.00 09/19/23 $406,370.33 $34,011.40 $12,191.11 $21,820.29 $384,550.04 $34,011.40 $0.00 $0.00 09/19/24 $384,550.04 $34,011.40 $11,568.11 $22,443.29 $362,106.75 $34,011.40 $0.00 $0.00 09/19/25 $362,106.75 $34,011.40 $10,863.20 $23,148.20 $338,958.55 $34,011.40 $0.00 $0.00 09/19/26 $338,958.55 $34,011.40 $10,168.76 $23,842.64 $315,115.91 $34,011.40 $0.00 $0.00 09/19/27 $315,115.91 $34,011.40 $9,453.48 $24,557.92 $290,557.99 $34,011.40 $0.00 $0.00 09/19/28 $290,557.99 $34,011.40 $8,740.62 $25,270.78 $265,287.21 $34,011.40 $0.00 $0.00 09/19/29 $265,287.21 $34,011.40 $7,958.62 $26,052.78 $239,234.42 $34,011.40 $0.00 $0.00 09/19/30 $239,234.42 $34,011.40 $7,177.03 $26,834.37 $212,400.06 $34,011.40 $0.00 $0.00 09/19/31 $212,400.06 $34,011.40 $6,372.00 $27,639.40 $184,760.66 $34,011.40 $0.00 $0.00 09/19/32 $184,760.66 $34,011.40 $5,558.01 $28,453.39 $156,307.26 $34,011.40 $0.00 $0.00 09/19/33 $156,307.26 $34,011.40 $4,689.22 $29,322.18 $126,985.08 $34,011.40 $0.00 $0.00 09/19/34 $126,985.08 $34,011.40 $3,809.55 $30,201.85 $96,783.23 $34,011.40 $0.00 $0.00 09/19/35 $96,783.23 $34,011.40 $2,903.50 $31,107.90 $65,675.33 $34,011.40 $0.00 $0.00 09/19/36 $65,675.33 $34,011.40 $1,975.66 $32,035.74 $33,639.59 $34,011.40 $0.00 $0.00 09/19/37 $33,639.59 $34,648.78 $1,009.19 $33,639.59 $0.00 $34,648.78 $0.00 $0.00 $1,338,970.58 $765,000.00 $1,088,950.96 $152,714.91 $97,304.71

ASHWOOD VILLAGE APARTMENTS
Loan Amortization Schedule

EXHIBIT A
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Lender: Modesto Redevelopment Agency Loan Amount: $235,000 Interest Rate: 3.00% Payment: $10,447.95
Loan Term: 40 years Closing Date: 9/19/1997
For Period Beginning Required To To Ending Actual Interest Principal Ending Balance Payment Interest Principal Balance Payment Deferral Deferral 09/19/98 $235,000.00 $7,050.00 $7,050.00 $0.00 $235,000.00 $0.00 $7,050.00 $0.00 09/19/99 $235,000.00 $7,050.00 $7,050.00 $0.00 $235,000.00 $640.00 $6,410.00 $0.00 09/19/00 $235,000.00 $10,447.95 $7,050.00 $3,397.95 $231,602.05 $32.00 $7,018.00 $3,397.95 09/19/01 $231,602.05 $10,447.95 $6,948.06 $3,499.89 $228,102.16 $1,704.00 $5,244.06 $3,499.89 09/19/02 $228,102.16 $10,447.95 $6,843.06 $3,604.89 $224,497.28 $1,137.00 $5,706.06 $3,604.89 09/19/03 $224,497.28 $10,447.95 $6,734.92 $3,713.03 $220,784.24 $405.00 $6,329.92 $3,713.03 09/19/04 $220,784.24 $10,447.95 $6,641.67 $3,806.28 $216,977.97 $3,112.00 $3,529.67 $3,806.28 09/19/05 $216,977.97 $10,447.95 $6,509.34 $3,938.61 $213,039.36 $3,809.00 $2,700.34 $3,938.61 09/19/06 $213,039.36 $10,447.95 $6,391.18 $4,056.77 $208,982.59 $3,467.00 $2,924.18 $4,056.77 09/19/07 $208,982.59 $10,447.95 $6,269.48 $4,178.47 $204,804.12 $6,574.42 $0.00 $3,873.53 09/19/08 $204,804.12 $10,447.95 $6,160.96 $4,286.99 $200,517.12 $10,447.95 $0.00 $0.00 09/19/09 $200,517.12 $10,447.95 $6,015.51 $4,432.44 $196,084.69 $10,447.95 $0.00 $0.00 09/19/10 $196,084.69 $10,447.95 $5,882.54 $4,565.41 $191,519.28 $10,447.95 $0.00 $0.00 09/19/11 $191,519.28 $10,447.95 $5,745.58 $4,702.37 $186,816.91 $10,447.95 $0.00 $0.00 09/19/12 $186,816.91 $10,447.95 $5,619.86 $4,828.09 $181,988.82 $10,447.95 $0.00 $0.00 09/19/13 $181,988.82 $10,447.95 $5,459.66 $4,988.29 $177,000.53 $10,447.95 $0.00 $0.00 09/19/14 $177,000.53 $10,447.95 $5,310.02 $5,137.93 $171,862.60 $10,447.95 $0.00 $0.00 09/19/15 $171,862.60 $10,447.95 $5,155.88 $5,292.07 $166,570.53 $10,447.95 $0.00 $0.00 09/19/16 $166,570.53 $10,447.95 $5,010.81 $5,437.14 $161,133.38 $10,447.95 $0.00 $0.00 09/19/17 $161,133.38 $10,447.95 $4,834.00 $5,613.95 $155,519.43 $10,447.95 $0.00 $0.00 09/19/18 $155,519.43 $10,447.95 $4,665.58 $5,782.37 $149,737.07 $10,447.95 $0.00 $0.00 09/19/19 $149,737.07 $10,447.95 $4,492.11 $5,955.84 $143,781.23 $10,447.95 $0.00 $0.00 09/19/20 $143,781.23 $10,447.95 $4,325.25 $6,122.70 $137,658.53 $10,447.95 $0.00 $0.00 09/19/21 $137,658.53 $10,447.95 $4,129.76 $6,318.19 $131,340.34 $10,447.95 $0.00 $0.00 09/19/22 $131,340.34 $10,447.95 $3,940.21 $6,507.74 $124,832.60 $10,447.95 $0.00 $0.00 09/19/23 $124,832.60 $10,447.95 $3,744.98 $6,702.97 $118,129.63 $10,447.95 $0.00 $0.00 09/19/24 $118,129.63 $10,447.95 $3,553.60 $6,894.35 $111,235.28 $10,447.95 $0.00 $0.00 09/19/25 $111,235.28 $10,447.95 $3,337.06 $7,110.89 $104,124.38 $10,447.95 $0.00 $0.00 09/19/26 $104,124.38 $10,447.95 $3,123.73 $7,324.22 $96,800.17 $10,447.95 $0.00 $0.00 09/19/27 $96,800.17 $10,447.95 $2,904.00 $7,543.95 $89,256.22 $10,447.95 $0.00 $0.00 09/19/28 $89,256.22 $10,447.95 $2,685.02 $7,762.93 $81,493.29 $10,447.95 $0.00 $0.00 09/19/29 $81,493.29 $10,447.95 $2,444.80 $8,003.15 $73,490.14 $10,447.95 $0.00 $0.00 09/19/30 $73,490.14 $10,447.95 $2,204.70 $8,243.25 $65,246.90 $10,447.95 $0.00 $0.00 09/19/31 $65,246.90 $10,447.95 $1,957.41 $8,490.54 $56,756.35 $10,447.95 $0.00 $0.00 09/19/32 $56,756.35 $10,447.95 $1,707.36 $8,740.59 $48,015.76 $10,447.95 $0.00 $0.00 09/19/33 $48,015.76 $10,447.95 $1,440.47 $9,007.48 $39,008.28 $10,447.95 $0.00 $0.00 09/19/34 $39,008.28 $10,447.95 $1,170.25 $9,277.70 $29,730.58 $10,447.95 $0.00 $0.00 09/19/35 $29,730.58 $10,447.95 $891.92 $9,556.03 $20,174.55 $10,447.95 $0.00 $0.00 09/19/36 $20,174.55 $10,447.95 $606.89 $9,841.06 $10,333.49 $10,447.95 $0.00 $0.00 09/19/37 $10,333.49 $10,643.50 $310.00 $10,333.50 $0.00 $10,643.50 $0.00 $0.00 $411,317.65 $334,514.47 $46,912.24 $29,890.94

ASHWOOD VILLAGE APARTMENTS
Loan Amortization Schedule

EXHIBIT B
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

February 27, 2024
Date: January 10, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Jessica Hill, Director of Community and Economic Development SUBJECT: Prepare and File the Fiscal Year 2024-25 Engineer’s Annual Report for Landscape Maintenance Assessment District No. 1 (Dry Creek Meadows Subdivisions Nos. 1-6)
CONTACT: Peter Ibrahim, Infrastructure Financing Program Supervisor [email protected], 209-577-5211
DESCRIPTION:

Consider directing staff to prepare and file the Fiscal Year 2024-25 Engineer’s Annual Report for City of Modesto Landscape Maintenance Assessment District No. 1 (Dry Creek Meadows Subdivisions Nos. 1-6). (Funding: Landscape Maintenance Assessment District No. 1) STRATEGIC PLAN ELEMENT:

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

BACKGROUND:

On December 12, 1988, the City of Modesto formed Landscape Maintenance Assessment District (LMAD No. 1). LMAD No. 1 provides funding for the landscape maintenance in the public right-of-way, street medians, and areas adjacent to the access control walls in Dry Creek Meadows Subdivisions Nos. 1 through 6. LMAD No. 1 is comprised of 749 single-family residential lots and three (2) public agency owned parcels located east of North McClure Road at the southwest corner of Claus Road and MID Lateral No. 2. A copy of the boundary map is provided as Attachment 2.

LMAD No. 1 was formed in accordance with the Streets and Highways Code Sections 22500 through 22679, more commonly known as the Landscape and Lighting Act of 1972 (the Act).

Section 22620 et. seq. of the Act requires the legislative body (the City Council) to take the following actions prior to August 10 of each year:
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City Council, February 27, 2024
Prepare and File the Fiscal Year 2024-25 Engineer’s Annual Report for Landscape Maintenance Assessment District No. 1

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1. Adopt a resolution which generally describes any proposed new improvements or any substantial changes in existing improvements and orders the preparation and filing of the Engineer’s Annual Report.

2. Adopt a resolution approving the Engineer’s Annual Report as submitted or as modified by the legislative body.

3. Adopt a Resolution of Intention to levy and collect assessments within the assessment district for the fiscal year.

4. Conduct a public hearing.

5. Adopt a resolution confirming the diagram and assessment as originally proposed or as changed by the legislative body.

DISCUSSION:

When LMAD No. 1 was formed, no annual escalator was adopted; therefore, the annual assessment for LMAD No. 1 has remained the same since 1996. Staff does not anticipate any new improvements or substantial changes to existing improvements.

Staff recommends the City Council to direct staff to prepare and file the Fiscal Year 2024-25 Engineer’s Annual Report for LMAD No. 1 with the City Clerk. Approval of the Engineer’s Annual Report will be scheduled for City Council consideration in April 2024, with the public hearing to follow in June 2024.

FISCAL IMPACT:

All costs associated with LMAD No. 1 are paid by the assessments levied on each property within the assessment area. Included in these costs are contracted maintenance expenses, utility service charges, and City staff time associated with administration and maintenance of LMAD No. 1. Fiscal Year 2023-24 assessment was $19,474.00 (749 parcels at $26.00 per parcel).

COMMITTEE RECOMMENDATION:

This item is an annual report and was not presented to a Council Committee.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution directing staff to prepare and file the Fiscal Year 2024-25 Engineer’s Annual Report for City of Modesto Landscape Maintenance Assessment District No. 1 (Dry Creek Meadows Subdivisions Nos. 1-6).
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City Council, February 27, 2024
Prepare and File the Fiscal Year 2024-25 Engineer’s Annual Report for Landscape Maintenance Assessment District No. 1

Page 3 of 3 ends

Approved by:

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

1. Resolution

2. LMAD No.1 Boundary Map
#7..
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2-27-2024/CED/JHill 1 2024-

MODESTO CITY COUNCIL
RESOLUTION NO. 2024-

RESOLUTION DIRECTING STAFF TO PREPARE AND FILE THE FISCAL YEAR 2024-25 ENGINEER’S ANNUAL REPORT FOR CITY OF MODESTO LANDSCAPE MAINTENANCE ASSESSMENT DISTRICT NO. 1 (DRY CREEK MEADOWS SUBDIVISIONS NOs. 1-6)
WHEREAS, Resolution No. 88-935 adopted by the Council of the City of Modesto on December 13, 1988, initiated proceedings for the formation of Landscape Assessment District No. 1 (LMAD No. 1) to provide funding for the landscape maintenance in the public right-of-way, street medians and adjacent to the access control walls in Dry Creek Meadows Subdivisions Nos. 1-6; and
WHEREAS, LMAD No. 1 was formed in accordance with the
Landscaping and Lighting Act of 1972 (Streets and Highways Code Sections 22500 through 22679), and comprised of 749 single-family residential lots and three (3) public agency owned parcels; and
WHEREAS, Section 22620 et. seq. of the Streets and Highways Code requires the legislative body (the City Council) adopt a resolution which shall generally describe any proposed new improvements or any substantial changes in existing improvements and orders the preparation and filing of the report; and WHEREAS, the annual assessment for LMAD No. 1 has remained the same since 1996; and
WHEREAS, staff does not anticipate any new improvements or substantial changes in existing improvements.

NOW, THEREFORE, BE IT RESOLVED that the City Engineer is designated by this Council as the Engineer of Work for LMAD No. 1 and is hereby #7..
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2-27-2024/CED/JHill 2 2024-
directed to prepare and file an annual report in accordance with the provisions of the Landscaping and Lighting Act of 1972, as amended (Streets and Highways Code Sections 22500 through 22679).
#7..
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2-27-2024/CED/JHill 3 2024-
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 27th day of February, 2024, by Councilmember ?, who moved its adoption, which motion being duly seconded by Councilmember ?, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST: _________________________

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

BY: ____________________________________
JOSE M. SANCHEZ, City Attorney
#7..
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WADDELL WY

N MC CLURE RD

CREEKWOOD DR

CODINGTON WY

ARDIA AVE

WICHITA WY

REDFIELD AVE

DRY CREEK DR

MECHALYS WY

GATESVILLE AVE

ELLENBORO AVE

DILLINGHAM AVE

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GARST RD

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SUNBURY CT
MID LATERAL NO 2
Assessment District Diagram
Landscape Maintenance Assessment District No. 1
(Dry Creek Meadows Subdivisions No. 1 - 6)
250 125 0 250
Feet Date: 1/12/2024
Document Path: K:\Projects\Maintenance\Mxd\landscape-d1-20240112.mxd #7..
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

February 27, 2024
Date: January 10, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Jessica Hill, Director of Community and Economic Development SUBJECT: Prepare and File the Fiscal Year 2024-25 Engineer’s Annual Report for Landscape Maintenance Assessment District No. 2 (Dry Creek Meadows Subdivisions Nos. 7-10, Creekwood Meadows Subdivision and Yosemite Meadows Subdivisions Units 1 and 2)
CONTACT: Peter Ibrahim, Peter Ibrahim, Infrastructure Financing Program Supervisor [email protected], 209-577-5321
DESCRIPTION:

Consider directing staff to prepare and file the Fiscal Year 2024-25 Engineer’s Annual Report for City of Modesto Landscape Maintenance Assessment District No. 2 (Dry Creek Meadows Subdivisions Nos. 7-10, Creekwood Meadows Subdivision and Yosemite Meadows Subdivisions Units 1 and 2). (Funding Source: Landscape Maintenance Assessment District No. 2)
STRATEGIC PLAN ELEMENT:

BACKGROUND:

On April 4, 1989, the City of Modesto formed Landscape Maintenance District No. 2 (LMAD No. 2). LMAD No. 2 provides funding for the landscape maintenance in the public right-of-way, street medians, and areas adjacent to the access control walls in Dry Creek Meadows Subdivisions Nos. 7 through 10, Creekwood Meadows Subdivision, and Yosemite Meadows Subdivisions Units 1 and 2. LMAD No. 2 is comprised of 135.2 acres and is located on the northeast corner of Yosemite Boulevard and North McClure Road and is bounded by Yosemite Boulevard on the south, North McClure Road on the west, Yosemite Meadows Drive on the east, and Mechalys Way on the north. A copy of the boundary map is provided as Attachment

2. LMAD No. 2 was formed in accordance with the Streets and Highways Code Sections 22500 through 22679, more commonly known as the Landscape and Lighting Act of 1972 (the Act). #8..
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City Council, February 27, 2024
Prepare and File the Fiscal Year 2024-25 Engineer’s Annual Report for Landscape Maintenance Assessment District No. 2

Page 2 of 3 ends

Section 22620 et. seq. of the Act requires the legislative body (the City Council) to take the following actions prior to August 10 of each year:

2. Adopt a resolution approving the Engineer’s Annual Report as submitted or as modified by the legislative body.

3. Adopt a resolution of intention to levy and collect assessments within the assessment district for the fiscal year.

4. Conduct a public hearing.

5. Adopt a resolution confirming the diagram and assessment as originally proposed or as changed by the legislative body.

DISCUSSION:

In June 2000, staff successfully completed a Proposition 218 ballot measure which increased the annual assessment and added an annual inflator based on the Building Cost Index. Staff does not anticipate any new improvements or substantial changes.

Staff recommends the City Council to direct staff to prepare and file the Fiscal Year 2024-25 Engineer’s Annual Report for LMAD No. 2 with the City Clerk. Approval of the Engineer’s Annual Report will be scheduled for City Council consideration in April 2024 with the Public Hearing to follow in June 2024.

FISCAL IMPACT:

All costs associated with LMAD No. 2 are paid by the assessments levied on each property within the 134.17-acre assessment area. Included in these costs are contracted maintenance expenses, utility service charges, and City staff time associated with administration and maintenance of LMAD No. 2. Fiscal Year 2023-24 assessment was $31,961.29 (134.17 assessed acres at $238.21/acre for all property which resulted in $238.21/acre for commercial property and $46.87 per parcel for residential property).

COMMITTEE RECOMMENDATION:

This item is an annual report and was not presented to a Council Committee.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution directing staff to prepare and file the Fiscal Year 2024-25 Engineer’s Annual Report for City of Modesto Landscape Maintenance Assessment District No. 2 (Dry Creek Meadows Subdivisions Nos. 7-10, Creekwood Meadows Subdivision and Yosemite Meadows Subdivisions Units 1 and 2).
#8..
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City Council, February 27, 2024
Prepare and File the Fiscal Year 2024-25 Engineer’s Annual Report for Landscape Maintenance Assessment District No. 2

Page 3 of 3 ends

Approved by:

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

1. Resolution

2. LMAD No. 2 Boundary Map
#8..
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02-27-2024/CED/JHill 1 2024-

MODESTO CITY COUNCIL
RESOLUTION NO. 2024-

RESOLUTION DIRECTING STAFF TO PREPARE AND FILE THE FISCAL YEAR 2024-25 ENGINEER’S ANNUAL REPORT FOR CITY OF MODESTO LANDSCAPE MAINTENANCE ASSESSMENT DISTRICT NO. 2 (DRY CREEK MEADOWS SUBDIVISIONS NOs. 7-10, CREEKWOOD MEADOWS
SUBDIVISION AND YOSEMITE MEADOWS SUBDIVISIONS UNITS 1 AND 2) WHEREAS, Resolution No. 89-460, adopted by the Council of the City of Modesto on April 4, 1989, initiated proceedings for the formation of Landscape Maintenance Assessment District No. 2 (LMAD No. 2) to provide funding for the landscape maintenance in the public right-of-way, street medians, and areas adjacent to the access control walls in Dry Creek Meadows Subdivisions Nos. 7 through 10, Creekwood Meadows Subdivision, and Yosemite Meadows Subdivisions Units 1 and 2; and
WHEREAS, LMAD No. 2 was formed in accordance with the
Landscaping and Lighting Act of 1972 (Streets and Highways Code Sections 22500 through 22679); and
WHEREAS, Section 22620 of the Streets and Highways Code requires the legislative body (the City Council) to adopt a resolution which shall generally describe any proposed new improvements or any substantial changes in existing improvements and direct staff to prepare and to file a report accordingly; and WHEREAS, the annual assessment for LMAD No. 2 has gradually increased since July 2000; and
WHEREAS, staff does not anticipate any new improvements or substantial changes in existing improvements.
#8..
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02-27-2024/CED/JHill 2 2024-
NOW, THEREFORE, BE IT RESOLVED, that the City Engineer is designated by this City Council as the Engineer of Work for LMAD No. 2 and is hereby directed to prepare and file an annual report in accordance with the provisions of the Landscaping and Lighting Act of 1972, as amended, (Streets and Highways Code Sections 22500 through 22679).
#8..
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02-27-2024/CED/JHill 3 2024-
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 27th day of February, 2024, by Councilmember ?, who moved its adoption, which motion being duly seconded by Councilmember ?, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

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

BY: _____________________________________
JOSE M. SANCHEZ, City Attorney
#8..
- 78 -

YOSEMITE BLV

N MC CLURE RD

MECHALYS WY

YOSEMITE MEADOWS DR

CLAUS RD
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CLAUS RD

YOSEMITE BLV

N MC CLURE RD

CREEKWOOD DR

JARENA DR

MELBOURNE DR

WADDELL WY

JULENE DR

CODINGTON WY

MECHALYS WY

GELF LN

SENTINEL DR

DOTHAN DR

GATESVILLE AVE

LOUISBURG AVE

WILKESBORO AVE

ANSONVILLE LN

LAURENBURG AVE

TROON PL

EFFINGHAM LN

ASHEBORO LN

WILMINGTON WY

YOSEMITE MEADOWS DR

GARNER RD

BAYBORO DR

S MC CLURE RD

ANASTASIA DR

EL PORTAL PL

WESTFALL LN

ELLENBORO AVE

ARDIA AVE

ANNISTON CT

HALLSBORO CT

RECTOR LN

SCHUYLER WY

VANCEBORO CT HIGH POINT CT

MACON CT

SENTINEL CT

SUNBURY CT
Assessment District Diagram
Landscape Maintenance Assessment District No. 2
(Dry Creek Meadows Subdivisions No. 7 - 10)
(Creekwood Meadows Subdivision)
(Yosemite Meadows Units No. 1 & 2)
250 125 0 250
Feet Date: 1/12/2024
Document Path: K:\Projects\Maintenance\Mxd\landscape-d2-20240112.mxd #8..
- 79 -

CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

February 27, 2024
Date: January 10, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Jessica Hill, Director of Community and Economic Development SUBJECT: Prepare and File the Fiscal Year 2024-25 Engineer’s Annual Report for the Shackelford Landscape and Lighting District
CONTACT: Peter Ibrahim, Infrastructure Financing Program Supervisor [email protected], 209-577-5211
DESCRIPTION:

Consider directing staff to prepare and file the Fiscal Year 2024-25 Engineer’s Annual Report for City of Modesto Shackelford Landscape and Lighting District. (Funding Source: Shackelford Landscape and Lighting District)
STRATEGIC PLAN ELEMENT:

BACKGROUND:

On June 29, 1999, the County of Stanislaus formed the Shackelford Landscape and Lighting District (Shackelford LLD). On July 1, 2012, the City assumed jurisdiction of the Shackelford LLD which includes 494 residential and commercial lots. The Shackelford LLD is comprised of 153 acres of land and bounded by Crows Landing Road on the west, East Hatch Road on the south, Union Pacific Railroad on the east, and State Route 99 on the north. The Shackelford LLD provides funding for the maintenance and service of six (6) 95-watt and seventy-six (76) 200-watt high-pressure sodium streetlights located within its boundaries. The annual assessment levied is calculated by dividing the total cost estimate for maintenance and services by the total number of parcels within the Shackelford LLD. A copy of the boundary map is provided as Attachment 2.

Shackelford LLD was formed in accordance with California Streets and Highways Code Section 22500 through 22679, more commonly known as the Landscape and Lighting Act of 1972 (“the Act”). Section 22620 et. seq. of the Act requires the legislative body (the City Council) to take the following actions prior to August 10th of each year:
#9..
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City Council, February 27, 2024
Prepare and File the Fiscal Year 2024-25 Engineer’s Annual Report for the Shackelford Landscape and Lighting District

Page 2 of 3 ends

2. Adopt a resolution approving the Engineer’s Annual Report as submitted or as modified by the legislative body.

3. Adopt a Resolution of Intention to levy and collect assessments within the assessment district for the fiscal year.

4. Conduct a public hearing.

5. Adopt a resolution confirming the diagram and assessment as originally proposed or as changed by the legislative body.

DISCUSSION:

Pursuant to section 22572 of the Streets and Highway Code, the method used to calculate the annual assessment is the total cost to operate and maintain the Shackelford LLD divided equally by the number of parcels located within the district. Staff does not anticipate any new improvements of substantial changes to existing improvements.

Staff recommends the City Council to direct staff to prepare and file the 2024-25 Engineer’s Annual Report for the Shackelford LLD with the City Clerk. Approval of the Engineer’s Annual Report will be scheduled for City Council consideration in April 2024 with the Public Hearing to follow in June 2024.

FISCAL IMPACT:

All costs associated with the Shackelford LLD are paid by the assessments levied on each property within the assessment area. There are 494 assessment parcels within the Shackelford LLD, each parcel receives equal benefits. Fiscal Year 2024-24 assessment was $30,262.44, $61.25 per parcel. Included in these costs are the maintenance and servicing of the improvements including, but not limited to, materials, equipment, labor, and administrative expenses.

COMMITTEE RECOMMENDATION:

This item is an annual report and was not presented to a Council Committee.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution directing staff to prepare and file the Fiscal Year 2024-25 Engineer’s Annual Report for City of Modesto Shackelford Landscape and Lighting District. #9..
- 81 -
City Council, February 27, 2024
Prepare and File the Fiscal Year 2024-25 Engineer’s Annual Report for the Shackelford Landscape and Lighting District

Page 3 of 3 ends

Approved by:

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

1. Resolution

2. Shackelford LLD Boundary Map
#9..
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02-27-2024/CED/JHill 1 2024-

MODESTO CITY COUNCIL
RESOLUTION NO. 2024-

RESOLUTION DIRECTING STAFF TO PREPARE AND FILE THE FISCAL YEAR 2024-25 ENGINEER’S ANNUAL REPORT FOR CITY OF MODESTO

SHACKELFORD LANDSCAPE AND LIGHTING DISTRICT
WHEREAS, on June 29, 1999, the County of Stanislaus formed the Shackelford Landscape and Lighting District (Shackelford LLD) for the purpose of administering the maintenance and service of six (6) 95-watt and seventy-six (76) 200- watt high-pressure sodium streetlights; and
WHEREAS, the Shackelford LLD was formed in accordance with the Landscaping and Lighting Act of 1972 (Streets and Highways Code Sections 22500 through 22679); and
WHEREAS, the Shackelford LLD is comprised of approximately 153 acres, includes 494 lots with both residential and commercial development, and is bounded by Crows Landing Road on the west, East Hatch Road on the south, Union Pacific Railroad on the east, and State Route 99 on the north; and WHEREAS, on July 1, 2012, the City of Modesto assumed jurisdiction of the Shackelford Landscape and Lighting District from the County of Stanislaus; and WHEREAS, Section 22620 of the Streets and Highways Code requires the legislative body (the City Council) to adopt a resolution which shall generally describe any proposed new improvements or any substantial changes in existing improvements and direct staff to prepare and to file a report accordingly, and WHEREAS, the annual assessment for the Shackelford LLD has gradually increased since June 1999; and
#9..
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02-27-2024/CED/JHill 2 2024-
WHEREAS, staff does not anticipate any new improvements or substantial changes in existing improvements.

NOW, THEREFORE, BE IT RESOLVED that the City Engineer is designated by this Council as the “Engineer of Work” for the Shackelford LLD and is hereby directed to prepare and file an annual report in accordance with the provisions of the Landscaping and Lighting Act of 1972, as amended (Streets and Highways Code Sections 22500 through 22679).

The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 27th day of February, 2024, by Councilmember ?, who moved its adoption, which motion being duly seconded by Councilmember ?, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

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

BY: ____________________________________
JOSE M. SANCHEZ, City Attorney
#9..
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MAIN ST

PECOS AVE

RIO GRANDE AVE

CROWS LANDING RD

SCHOOL AVE

BOWIE AVE

CROWS LANDING RD
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TID LATERAL NO 1
HWY 99

MAIN ST

E HATCH RD

ALAMO AVE
S 7TH ST

PECOS AVE

CROWS LANDING RD

EL PASO AVE

SANTA FE AVE

BOULDER AVE

RIO GRANDE AVE

BOWIE AVE

PUEBLO AVE

SCHOOL AVE

BAROZZI AVE

ZEFF RD

BROADWAY AVE
S 9TH ST
JIM WY
N HWY 99 (ON RAMP)

CROCKETT AVE
N HWY 99 (OFF RAMP)

JANOPAUL AVE

RITA CT

LITA CT
HWY 99
Assessment District Diagram
Shackelford Landscape and Lighting District
250 125 0 250
Feet
Date: 1/12/2024
Document Path: K:\Projects\Maintenance\Mxd\landscape-Shackelford-20240112.mxd #9..
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

February 27, 2024
Date: February 1, 2024
TO: Mayor and City Council
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 approving Agreements 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. (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 designated surplus real property owned by the City of Modesto and/or to assist with the acquisition and purchase of new properties.
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City Council, February 27, 2024
Agreements for Real Estate Brokerage Services

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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’ 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 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. #10..
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City Council, February 27, 2024
Agreements for Real Estate Brokerage Services

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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
COMMITTEE RECOMMENDATION:

This item was presented to the Economic Development Committee on February 5, 2024, and was recommended to be forwarded to Council for approval.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving 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 annual estimated amount of $300,000 and a total combined amount not to exceed $900,000 over three years and authorizing the City Manager, or his designee, to execute the Agreements.

Approved by:

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

1. Resolution
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City Council, February 27, 2024
Agreements for Real Estate Brokerage Services

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2. Agreement CBRE

3. Agreement Kosmont

4. Agreement PMZ

5. Scoring Abstract

6. Request for Proposal (RFP)

7. PMZ Proposal

8. Kosmont Proposal

9. CBRE Proposal
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1 Meeting Date/Dept/Contact/Item # 2024-xxx

MODESTO CITY COUNCIL
RESOLUTION NO. 2024-XX

RESOLUTION APPROVING 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) ONE-YEAR EXTENSION OPTIONS FOR A COMBINED ANNUAL ESTIMATED AMOUNT OF $300,000 AND A TOTAL COMBINED AMOUNT NOT TO EXCEED $900,000 OVER THREE

YEARS AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO

EXECUTE THE AGREEMENTS
WHEREAS, the City of Modesto requires services of a licensed real estate broker to evaluate the use, marketability, and valuation, as well as the marketing, sale of designated surplus property; and
WHEREAS, on October 12, 2023, the Purchasing Division issued Request for Proposal (RFP) 2223-60RB for the Real Estate Broker Services on the City’s PlanetBids public bidding website under various commodity codes; and WHEREAS, an evaluation committee evaluated the proposals and identified the three highest ranked proposals as those submitted by CBRE, Sacramento, CA, Kosmont Real Estate Services dba Kosmont Realty, Manhattan Beach, CA, and PMZ, Modesto, CA; and
WHEREAS, 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.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the Award of Proposals and Agreements for Real Estate 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) #10..
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2 Meeting Date/Dept/Contact/Item # 2024-xxx
one-year extension options for a combined annual estimated amount of $300,000 and a total combined amount not to exceed $900,000 over three years.

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

The foregoing resolution was introduced in a regular meeting of the Council of the City of Modesto held on the 27th day of February 2024, by Councilmember ________, who moved its adoption, which motion being duly seconded by Councilmember ______, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

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

BY: _______________________________________
JOSE M. SANCHEZ, City Attorney
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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
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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 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 reimbursable expenses paid by Consultant and identified in Exhibit “B” or approved by the City in writing.

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. #10..
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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.

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

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

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

7. NEWS AND INFORMATION RELEASE.

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

8. CONFLICT OF INTEREST.
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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 #10..
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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.

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

11. ASSIGNMENT.

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

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.
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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, and shall require its subcontractors to provide, as an express condition precedent to payment hereunder, #10..
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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 thereof as hereinabove provided. Upon failure of the Consultant to furnish, deliver or maintain such #10..
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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.

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
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- #10..
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performance. 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 and material as may have been accumulated by the Consultant in performing the work whether completed or in process;
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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 termination, reduced by any sums previously paid to the Consultant.

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

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

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

17. DISPUTE RESOLUTION.

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

18. ATTORNEYS’ FEES.
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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.

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.
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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. #10..
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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 =$15,000,000 = $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
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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.

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.

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.

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: 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 #10..
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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 #10..
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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 #10..
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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 #10..
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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.
.

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 #10..
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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.

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.

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. #10..
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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. #10..
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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. #10..
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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. #10..
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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
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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.

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.

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.

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 #10..
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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. #10..
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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 #10..
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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 #10..
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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 #10..
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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.

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. #10..
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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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1 BROKER
Request for Proposal RFP ####-##
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. #10..
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2 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 #10..
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3 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), October 16, 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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4 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 2223-60

INDEPENDENT POLICE AUDITING SERVICES
BID OPENING DATE: Monday, June 19, 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: Dianne Love
Attachments:

1. Sample Professional Services Contract
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5 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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6 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, #10..
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7 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 #10..
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8 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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9 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 #10..
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10 employing other persons or firms to assist Consultant in fulfilling the terms and obligations under this Agreement.

11. ASSIGNMENT.

12. PATENT/COPYRIGHT MATERIALS.

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

FOR CONSULTANT: Name:

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 #10..
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12 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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13 (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.

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 #10..
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14 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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15 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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16 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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17 16. INDEMNITY.

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 #10..
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18 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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19 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. #10..
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20 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 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:
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21 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. #10..
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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. #10..
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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. #10..
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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. #10..
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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 #10..
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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

CITY OF MODESTO
Real Estate Brokerage Services (RFP 2223-60RB)
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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
10 SECTION 1.

QUALIFICATIONS

CITY OF MODESTO
Real Estate Brokerage Services (RFP 2223-60RB)
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SECTION 2.

SCOPE OF WORK

CITY OF MODESTO
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
11 SECTION 2.

SCOPE OF WORK

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
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

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

RELEVANT PROJECTS, CLIENTS,

AND REFERENCES

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

RELEVANT PROJECTS,

CLIENTS & REFERENCES

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

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
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
15 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
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

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

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
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
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)
#10..
- 220 -
21 LETTER OF RECOMMENDATION
SECTION 3.

RELEVANT PROJECTS,

CLIENTS & REFERENCES

CITY OF MODESTO
Real Estate Brokerage Services (RFP 2223-60RB)
#10..
- 221 -

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)
#10..
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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)
#10..
- 224 -

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)
#10..
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SECTION 5.

ADDITIONAL SERVICES

CITY OF MODESTO
Real Estate Brokerage Services (RFP 2223-60RB)
#10..
- 226 -

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)
#10..
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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)
#10..
- 228 -
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)
#10..
- 229 -
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
#10..
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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 #10..
- 231 -
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
#10..
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Qualifications
#10..
- 233 -
•
•
•
•
•
•
•
•
•
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
#10..
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•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
6 CITY OF MODESTO + CBRE QUALIFICATIONS
#10..
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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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- 236 -
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
#10..
- 237 -
#10..
- 238 -
Key
Personnel
#10..
- 239 -
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
#10..
- 240 -
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.
24 CITY OF MODESTO + CBRE SIMILAR PROJECTS
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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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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

Consider approving the Agreements with Tripepi Smith, Irvine, CA, Serotonin Creative Consultancy, Modesto, CA, and 3foldCommunications, Sacramento, CA, for Public Relations and Marketing Services for a total amount not to exceed $1,400,000 over five years. (Funding Source: General Fund, Measure H Funds, and Various Department Funds) STRATEGIC PLAN ELEMENT:

The recommended action supports the City’s 2020-2025 Strategic Plan Initiatives: Build and promote the Modesto Brand in a desirable and recognizable identity.

BACKGROUND:

The City of Modesto has embarked on a new chapter of growth and with it focusing its efforts to promote efficiency, transparency, and modernization of City government. There are numerous projects, programs and events that are constantly occurring throughout the city. The current communications department manages all internal and external communications, public relations, media relations, special events, and legislative affairs.

Although the communications department has done a good job with the resources and expertise available to it, there are other projects and communications methods that the department simply does not have the time to devote to. Additional help is needed to maximize the communications potential of the department, and there are professional services available to serve this need.
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City Council February 27, 2024
Public Relations and Marketing Services

Page 2 of 4 ends

Modesto City CouncilFebruary 27, 2024

Modesto City Council
February 27, 2024