Modesto City Council
April 9, 2024

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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, April 09, 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:
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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: Bill Kenoyer, Redeemer Church
City Clerk’s Announcements
Declaration of Conflicts of Interest
Reports from Closed Session

ACKNOWLEDGEMENTS AND PRESENTATIONS

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

2. Proclamation declaring April as Fair Housing Month. (Funding Source: Not Applicable)
CITY COUNCIL; Ariana Harbottle-Jarrett, 209-571-5597,
[email protected]

3. Proclamation declaring April as Donate Life Month. (Funding Source: Not Applicable) CITY COUNCIL; Ariana Harbottle-Jarrett, 209-571-5597,
[email protected]

MISCELLANEOUS
Legislation, Appointments, Other

4. Consider approving the appointment of Amin Vohra to the Board of Zoning Adjustment for a four-year term with a term expiration of December 31, 2027. (Funding Source: Not Applicable)
Staff Recommendation:
 Resolution appointing Amin Vohra to the City of Modesto Board of Zoning Adjustment, with a term expiration of December 31, 2027.

CED; Jessica Hill, 209-577-5267, [email protected]
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5. Consider approving appointments to fill three City of Modesto vacancies for the Equity Commission for a partial unexpired term ending December 31, 2026, for all vacancies. (Funding Source: Not Applicable)
Staff Recommendation:
 Resolution approving the appointments of Jim Stokes, Adriana Garcia and Nour Poles to the Equity Commission for a partial unexpired ending term of December 31, 2026.

HUMAN RESOURCES; Christina Alger, 209-571-5126, [email protected]

6. Consider accepting the resignations of Lisa Battista and Margaret James from the City of Modesto’s Equity Commission. (Funding Source: Not Applicable) Staff Recommendation:
 Resolution accepting the resignations of Lisa Battista and Margaret James from the City of Modesto’s Equity Commission.

HUMAN RESOURCES; Christina Alger, 209-571-5126, [email protected]

7. Consider approving the appointments of Karen Adams as a Member-At-Large and Nancy Norton of the Muni Niners Golf Club, to the Golf Courses Advisory Committee for a four-year term from January 1, 2024 through December 31, 2027. (Funding Source: Not Applicable)
Staff Recommendation:
 Resolution approving the appointments of Karen Adams as a Member-At-Large and Nancy Norton of the Muni Niners Golf Club, to the Golf Courses Advisory Committee for a four-year term from January 1, 2024 through December 31, 2027.

PRN; Jessica Franco, 209-577-5278, [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.

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. - 4 -
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CONSENT
An item may be removed from consent and discussed at the request of an audience member or Councilmember.

Consent

8. Consider approving the minutes for the March 12, 2024 Council Meeting. (Funding Source: Not Applicable)
Staff Recommendation:
 Motion approving the minutes for the March 12, 2024 Council Meeting.

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

9. Consider accepting the informational Fiscal Year 2023-24 General Fund Mid-Year Update Report and approving the recommended budget adjustments to the major General Fund revenues and expenditures in the Fiscal Year 2023-24 Annual Operating Budget. (Funding Source: General Fund)
Staff Recommendation:
 Resolution accepting the informational Fiscal Year 2023-24 General Fund MidYear Update Report and approving the recommended budget adjustments to the major General Fund revenues and expenditures in the Fiscal Year 2023-24 Annual Operating Budget.

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

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

Various Funds)
Staff Recommendation:
 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] Consent

11. Consider approving a Second Amendment to the Legal Services Agreement with Castillo, Moriarty, Tran & Robinson in the amount of $250,000, for a total Agreement amount not to exceed $495,000 for continued representation in police related matters. (Funding Source: General Liability Insurance Fund)
Staff Recommendation:
 Resolution approving a Second Amendment to the Legal Services Agreement with Castillo, Moriarty, Tran & Robinson in the amount of $250,000, for a total Agreement amount not to exceed $495,000, for continued representation in police litigation matters and authorizing the City Manager or his designee, to execute the amendment.

CITY ATTORNEY; Jose Sanchez, 209-577-5284, [email protected] - 5 -
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Consent

12. Consider approving a Change in Ownership request for retail dispensary Medallion Wellness. (Funding Source: Cannabis Annual Permit Fee)
Staff Recommendation:
 Resolution approving the Change in Ownership request for retail dispensary Medallion Wellness resulting in Phenos Collective Inc. acquiring eighty percent (80%) of Medallion Wellness.

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

13. Consider approving a Homeowner Rehabilitation Loan in the amount of $88,504 and a Homeowner Rehabilitation Grant in the amount of $10,000 for a total project cost of $98,504 to Charles Mark Matteri for health and safety repairs to the residential property located at 1710 Idylwood Court, Modesto, CA 95350. (Funding Source:

Community Development Block Grant Funds)
Staff Recommendation:
 Resolution approving a Homeowner Rehabilitation Loan in the amount of $88,504 and a Homeowner Rehabilitation Grant in the amount of $10,000 for a total project cost of $98,504 to Charles Mark Matteri for health and safety repairs to the residential property located at 1710 Idylwood Court, Modesto, CA 95350 and authorizing the City Manager, or his designee to execute the Agreements.

CED; Edgar Garcia, 209-571-5101, [email protected] Consent

14. Consider accepting the Fiscal Year 2024-25 Engineer’s Annual Report for the Shackelford Landscape and Lighting District; Notice of Intention to Levy and Collect Assessments for the Shackelford Landscape and Lighting District; and setting a Public Hearing on June 11, 2024, to Consider the Fiscal Year 2024-25 Levy and Collection of Assessments Within the Shackelford Landscape and Lighting District. (Funding Source: Shackelford Landscape and Lighting District)
Staff Recommendation:
 Resolution approving the Fiscal Year 2024-25 Engineer’s Annual Report for the Shackelford Landscape and Lighting District; Notice of Intention to Levy and Collect Assessments for the Shackelford Landscape and Lighting District; and setting a Public Hearing on June 11, 2024, to consider the Fiscal Year 2024-25 Levy and Collection of Assessments within the Shackelford Landscape and Lighting District.

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

15. Consider approving the Fiscal Year 2024-25 Engineer’s Annual Report and setting a Public Hearing for the levy and collection of assessment for landscape maintenance in the public right-of-way, street medians, and areas adjacent to the access control walls in Dry Creek Meadows Subdivisions Nos. 7-10, Creekwood Meadows Subdivision, - 6 -
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and Yosemite Meadows Subdivisions Units 1 and 2. (Funding Source: Landscape Maintenance Assessment District No. 2)
Staff Recommendation:
 Resolution accepting the Fiscal Year 2024-25 Engineer’s Annual Report for Landscape Maintenance Assessment District No. 2 for Dry Creek Meadows Subdivisions Nos. 7-10, Creekwood Meadows Subdivision, and Yosemite Meadows Subdivisions Units 1 and 2; Notice of Intention to Levy and Collect Assessments for Landscape Maintenance Assessment District No. 2 for Dry Creek Meadows Subdivisions Nos. 7-10, Creekwood Meadows Subdivision, and Yosemite Meadows Subdivisions Units 1 and 2; and setting a Public Hearing on June 11, 2024 to Consider the Fiscal Year 2024-25 Levy and Collection of Assessments Within Landscape Maintenance Assessment District No. 2.

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

16. Consider approving Fiscal Year 2024-2025 Engineer’s Report and setting a Public Hearing on June 11, 2024 for the levy and collection of assessments for landscape maintenance in the public right-of-way, street medians, and areas adjacent to the access control walls in Dry Creek Meadows Subdivisions Nos. 1-6. (Funding Source:

Landscape Maintenance District No. 1)
Staff Recommendation:
 Resolution accepting Fiscal Year 2024-25 Engineer’s Annual Report for Landscape Maintenance Assessment District No. 1 for Dry Creek Meadows Subdivisions Nos. 1-6; Notice of Intention to Levy and Collect Assessments for Landscape Maintenance Assessment District No. 1 for Dry Creek Meadows Subdivisions Nos. 1-6 and setting a Public Hearing on June 2511, 2024, to Consider the Fiscal Year 2024-25 Levy and Collection of Assessments Within Landscape Maintenance Assessment District No. 1.

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

17. Consider accepting the Monthly Investment Report for January 2024. (Funding Source:

Various Funds)
Staff Recommendation:
 Motion accepting the Monthly Investment Report for January 2024.

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

18. Consider accepting an Informational Report on the November and December 2023 Grant Applications and Awards. (Funding Source: Not Applicable) Staff Recommendation:
 Motion accepting an Informational Report for the November and December 2023 Grant Applications and Awards.

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

19. Consider accepting the Annual Fire Inspection Report for 2023. (Funding Source: Not Applicable)
Staff Recommendation:
 Resolution accepting the Annual Fire Inspection Report for 2023.

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

20. Consider approving the submission of an application and accepting an award for the Fiscal Year 2023 Staffing for Adequate Fire and Emergency Response (SAFER) Grant in the amount of $5,149,722 to fund nine (9) firefighter positions and authorize the City Manager, or his designee, to submit the application. (Funding Source: General Fund)
Staff Recommendation:
 Resolution approving the submission of an application and accepting an award for the Fiscal Year 2023 Staffing for Adequate Fire and Emergency Response (SAFER) Grant in the amount of $5,149,722 to fund nine (9) firefighter positions and authorize the City Manager, or his designee, to submit the application.

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

21. Consider approving a First Amendment to the Purchasing Agreement with Curtis Blue Line, Oakland CA (Formerly known as (FKA) L.N. Curtis and Sons) for personal protection equipment to a revised total amount not to exceed $3,448,082 over five years. (Funding Source: General Fund)
Staff Recommendation:
 Resolution approving a First Amendment to the Purchase Agreement with Curtis Blue Line (FKA L.N. Curtis and Sons) for personal protection equipment to increase the Agreement in the amount of $2,148,082 to a revised total amount not to exceed $3,448,082 over five years and authorizing the Director of Finance, or her designee, to execute the Amendment.

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

22. Consider increasing the Director of Engineering Services authority to issue Change Orders on the Tuolumne River Regional Park (TRRP) Non-Motorized Boat Launch Project from eight percent (8%) ($132,716) to fifteen and one-half percent (15.5%) ($257,138) for a total amount not to exceed $1,916,093. (Funding Source: TRRP Capital Improvement Program (CIP) Fund, Parks CFF Fund, and Non-Motorized Boating Facilities Grant Program Funds)
Staff Recommendation:
 Resolution increasing the Director of Engineering Services authority to issue Change Orders on the Tuolumne River Regional Park (TRRP) Non-Motorized - 8 -
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Boat Launch Project from the contracted contingency amount of eight percent (8%) ($132,716) to fifteen- and one-half percent (15.5%) ($257,138) of the original construction contract price of $1,658,955 with Harris Builders, Inc., of Hilmar, CA, for a total amount not to exceed $1,916,093.

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

23. Consider an Agreement with Ground Zero Analysis, Inc., Modesto, CA, for Environmental Monitoring of Methane Gas and Groundwater Testing, and Reporting for the Carpenter Road Landfill and the Compost Facility for a total amount not to exceed $332,923 over five years. (Funding Source: Carpenter Road Landfill and Compost Facility)
Staff Recommendation:
 Resolution approving the Agreement with Ground Zero Analysis, Inc., Modesto, CA, for Environmental Monitoring of Methane Gas and Groundwater Testing, and Reporting for the Carpenter Road Landfill and the Compost Facility for a total amount not to exceed $332,923 over five years, and authorizing the City Manager, or his designee, to execute the Agreement.

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

24. Consider a Memorandum of Understanding with Stanislaus County for the South Modesto Area Strengthen & Replace Water Mains Project in an amount not to exceed $12,850,000 and rescinding Resolution No. 2024-098. (Funding Source: Water Fund) Staff Recommendation:
 Resolution approving a Memorandum of Understanding with Stanislaus County for the South Modesto Area Strengthen & Replace Water Mains Project, in an amount not to exceed $12,850,000, rescinding Resolution No. 2024-098, and authorizing the City Manager, or his designee, to execute the Agreement.

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

25. Consider approving an Agreement for the Transport of Non-Hazardous Wastewater Debris to Disposal Site Services with Compactor Management Company LLC, Union City, CA, for a total amount not to exceed $282,050, over five years. (Funding Source:

Sewer Operations Funds)
Staff Recommendation:
 Resolution approving the Award of Bid and Agreement for the Transport of Non-Hazardous Wastewater Debris to Disposal Site Services to Compactor Management Company LLC, Union City, CA, for a (2) two-year Agreement with (3) three one-year extension options, for an estimated annual amount of $50,000 and a total amount not to exceed $282,050 over five years; and authorizing the City Manager, or his designee to execute the Agreement.

UTILITIES; Jeff Daniels, 209-577-6255, [email protected] - 9 -
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Consent

26. Consider approving the First Amendment to the Agreement with Duke’s Root Control Service for the provision of Sewer Root Control Services to a revised total amount not to exceed $551,758 over five years. (Funding Source: Sewer Operations Fund) Staff Recommendation:
 Resolution approving the First Amendment increasing the Agreement amount with Duke’s Root Control Service, for Sewer Root Control Services by $54,121 from $65,879 to a revised annual estimated amount of $120,000, to be applied to Agreement years three (3), four (4), and five (5), and an additional 25% to be included in Agreement years four (4) and five (5), and a new total amount not to exceed $551,758 over five years; and authorizing the City Manager, or his designee to execute the Amendment.

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

27. Consider approving the Fourth Amendment with Bay City Electric Works, Livermore, CA for the Generator Repair Service and Preventative Maintenance Agreement for a revised total amount of $935,000, and extending the term of the Agreement from May 10, 2024, to August 31, 2024. (Funding Source: Various Funds) Staff Recommendation:
 Resolution approving the Fourth Amendment increasing the Agreement amount with Bay City Electric Works, Livermore, CA for the Generator Repair Service and Preventative Maintenance Services by $360,000 from $575,000 for a new total amount of $935,000 and extending the term of the Agreement from May 10, 2024, to August 31, 2024; and authorizing the City Manager, or his designee to execute the Fourth Amendment.

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

COUNCIL COMMENTS & REPORTS

CITY MANAGER COMMENTS & REPORTS

HEARINGS
Published in the Modesto Bee on February 16, 2024.

Continued from February 27, 2024.

28. 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. (Funding Source: Cannabis Permit Application Fee and Annual Permit Fee) Staff Recommendation:
 Resolution approving the relocation request for Medallion Wellness from 1313 McHenry Avenue to 408 Paradise Road with the granting of a Residential Proximity Waiver.

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

29. Consider an Agreement for Hot Patch Services with Adams Underground III of Waterford, CA, and United Pavement Maintenance, Inc. of Hughson, CA, for a total combined amount not to exceed $20,570,000 over five years. (Funding Source:

Various Funds)
Staff Recommendation:
 Resolution approving the Award of Bid and Agreements for Hot Patch Services to Adams Underground III of Waterford, CA as Primary Contractor, and United Pavement Maintenance, Inc. of Hughson, CA as Secondary Contractor, for a two (2) year Agreement with three (3) one-year extension options, for an annual estimated amount of $3,500,000 and a total combined amount not to exceed $20,570,000 over five years; and authorizing the Director of Finance to adjust Agreement totals between vendors based on contractor’s availability and department’s needs, ensuring the combined total amount does not change and authorizing the City Manager, or his designee, to execute the Agreements.

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

30. Consider approving the Certificate of Canvass of Votes from the March 5, 2024 Election. (Funding Source: General Fund)
Staff Recommendation:
 Resolution of the Council of the City of Modesto Confirming the Canvass of the Municipal Election which was held in the City of Modesto on March 5, 2024 and Declaring the Results of Said Election and such other matters as provided by law.

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

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

ADJOURNMENT

CLOSED SESSION
Please take notice that a special Closed Session meeting of the Council of the City of Modesto has been called pursuant to Section 2-1.02 of the Modesto Municipal Code to be convened on TUESDAY, APRIL 9, 2024 AT 4:45 PM
and after the regularly scheduled meeting in the Tenth Street Place, Chambers Conference - 11 -
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Room, Basement Level, 1010 Tenth Street, Modesto, California. Any and all of the following agenda items are subject to action being taken by the Modesto City Council.

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

CLOSED SESSION
CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION
One Case (Pursuant to Section 54956.9(d)(1) of the Government Code) Name of Case: City of Modesto v. California State Water Resources Control Board Superior Court of California, County of Sacramento
Sacramento County Case No: 34-2019-80003051
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:

April 9, 2024
Date: March 7, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Jessica Hill, Director of Community and Economic Development SUBJECT: Appointment of Amin Vohra to the City of Modesto Board of Zoning Adjustment CONTACT: Jessica Hill, Director of Community and Economic Development [email protected]; 209-577-5267
DESCRIPTION:

Consider approving the appointment of Amin Vohra to the Board of Zoning Adjustment for a four-year term with a term expiration of December 31, 2027. (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 Board of Zoning Adjustment is responsible for making decisions and recommendations regarding the development of the community. The Board of Zoning Adjustment has final authority regarding Variances and Conditional Use Permits, certain zoning matters and plot plans, and occasionally hear and determine appeals from the decisions of the Director of Community and Economic Development or the Chief Building Official or Planning administration. The Board of Zoning Adjustment has Seven (7) members that are appointed by the City Council for a four-year term, for two terms.

Section 11021 of the Charter of the City of Modesto authorizes the City Council to appoint members to various Boards and Commissions with the recommendation of the City’s Appointments Committee.

DISCUSSION:

Board of Zoning Adjustment member David Roddick was appointed to his second term on September 5, 2017, by Resolution 2017-333, which ended on January 1, 2022, leaving a #4..
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City Council, April 9, 2024
Appointment of Amin Vohra to the City of Modesto Board of Zoning Adjustment

vacancy on the Board of Zoning Adjustment. This long-standing vacancy is due to the lack of applicants applying to the Board of Zoning Adjustment. This vacancy is to be filled by a prospective candidate, subject to interviews by the Appointments Committee, as required by Council policy, with final approval by the City Council.

Outreach for the Board of Zoning Adjustment vacancies included posting in the Modesto Bee and social media websites, emails to those who have applied for a Planning Permit, emails to those who have a business license as an Engineer or Architect, and emails to current members of all Planning Committees to forward to their colleagues to apply. We have received two (2) new applications, with no previous applicants still available.

The Appointments Committee received two (2) applications for the Board of Zoning Adjustment and conducted interviews on March 6, 2024.

The Appointments Committee conducted interviews, during which Mr. Vohra explained his passion for the City of Modesto and its residents. He has also previously been a two-term member of the City of Modesto’s Planning Commission, where he was also a representative to the Board of Zoning Adjustment.

FISCAL IMPACT:

There is no fiscal impact related to this action.

COMMITTEE RECOMMENDATION:

This item was presented to the Appointment Committee on March 6, 2024, and was recommended to move to Council.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution appointing Amin Vohra to the City of Modesto Board of Zoning Adjustment, with a term expiration of December 31, 2027.

Approved by:

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

1. City Council Resolution – Amin Vohra

2. Board of Zoning Adjustment Bylaws

3. Appointments Committee Minutes
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MODESTO CITY COUNCIL
RESOLUTION NO. 2024-

RESOLUTION APPOINTING AMIN VOHRA TO THE CITY OF

MODESTO BOARD OF ZONING ADJUSTMENT, WITH A TERM
EXPIRATION OF DECEMBER 31, 2027
WHEREAS, Section 1102 of the Charter of the City of Modesto authorizes the City Council to appoint members to various Boards and Commissions, and WHEREAS, the Appointments Committee met on March 6, 2024, and recommended the appointment of Amin Vohra to the Modesto Board of Zoning Adjustment.

NOW, THEREFORE, BE IT HEREBY RESOLVED by the Council of the City of Modesto that it hereby appoints Amin Vohra to the Modesto Board of Zoning Adjustment, with a term expiration of December 31, 2027.

BE IT FURTHER RESOLVED that the City Clerk is hereby directed to transmit a copy of this resolution to the appointed member of the Modesto Board of Zoning Adjustment, and the Secretary thereof.
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The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 9 day of April, 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: Name, Name, Name, Name, Name, Name, Mayor
Name NOES: Councilmembers: None
ABSENT: Councilmembers: None
ATTEST:

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

BY:

JOSE M. SANCHEZ, City Attorney
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EXHIBIT “A”
April 23, 1987
Revised November 18, 1999

RULES AND REGULATIONS
of the

BOARD OF ZONING ADJUSTMENT OF THE CITY OF MODESTO
ARTICLE VI.

PARLIAMENTARY PROCEDURES
Section 6.1 - Rules of Debate. The Chairperson, or such other member of the Board of Zoning Adjustment as may be presiding, may second and debate from the chair, subject only to such limitations of debate as are by these rules imposed upon all members. The Chairperson shall not be deprived of any of the rights and privileges of a Board member by acting as the Presiding Officer exempt the making of motions. (a) Getting the floor. Every member desiring to speak shall address the chair, and, upon recognition by the Presiding Officer, shall address only the question under debate, avoiding all personalities and indecorous language. (b) Interruptions. A member once recognized, shall not be interrupted when speaking other than by the Presiding Officer to call the member to order, or as herein otherwise provided. If a member, while speaking, be called to order, the member shall cease speaking until the question of order be determined, and, if in order, the member shall be permitted to proceed.
(c) Privilege of closing debate. The Board member moving the adoption of a resolution or motion shall have the privilege of closing the debate. (d) Remarks of Board member. A Board member may request through the Presiding Officer, the privilege of having an abstract of the member's statement on any subject under consideration by the Board entered in the minutes. If the Board consents thereto, such statement shall be entered in the minutes. (e) Synopsis of debate. The Secretary may be directed by the Presiding Officer, with the consent of the Board, to enter in the minutes a synopsis of the discussion on any question coming regularly before the Board.

Section 6.2 - Rules for Processing of Motions.
(a) Making and withdrawing motions. When a motion is made, it shall be stated clearly and concisely by its mover. After a motion is made, it may be stated by the Presiding Officer before debate. A motion may be withdrawn by the mover without the consent of the remaining Board members.
(b) Divisible propositions. If the question contains two (2) or more divisible propositions, the Presiding Officer may, and upon request of a Board member shall, divide the same.
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Rules and Regulation of the BZA

(c) Precedence of motions. When a motion is before the Board, no motion shall be entertained except (precedence in order indicating):
(aa) To adjourn.
(ab) To fix hour of adjournment.
(ac) To lay on the table.
(ad) For the previous question.
(ae) To postpone to a certain day.
(af) To refer.
(ag) To amend.
(ah) To postpone indefinitely.
(d) Motion to adjourn. A motion to adjourn shall be in order any time except as follows:
(aa) When repeated without intervening business or discussion. (ab) When made as an interruption of a member while speaking. (ac) When the previous question has been ordered.
(ad) While a vote is being taken.

A motion to adjourn to "another time" is debatable only as to the time to which the meeting is adjourned.
(e) Motion to table. A motion to table or lay on the table is not debatable and shall preclude all amendments or debate of the subject under consideration. If the motion shall prevail, the matter may be "taken from the table" only by a successful motion to add it to the agenda at a subsequent meeting, to be discussed at the following regular meeting.
(f) Motion for previous question. A motion for previous question shall close debate on the main motion and shall be undebatable. The statement by a Board member "I call for the question" does not accomplish the same purpose. If a motion fails, debate is reopened, if motion passes, then vote shall be taken on the main motion. (g) Motion to amend. A motion to amend shall be in order and is debatable only as to the proposed amendment. A motion to amend an amendment shall not be in order. Amendments are to be voted first, then the main motion as amended. (h) Motion to postpone. A motion to postpone indefinitely shall be fully debatable and if the same is adopted the principal motion shall be declared lost. A motion to postpone to a definite time shall be amendable and debatable as to propriety of postponement and time set.
(i) Motion to refer. A motion to refer to staff or to a Board committee shall not be debatable except for the propriety of referring. (j) Motion to reconsider. A motion to reconsider any action taken by the #4..
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Rules and Regulation of the BZA

Board may be made only on the day such action was taken. It may be made either immediately during the same session, or at a recessed or adjourned session thereof. Such motion must be made by one of the prevailing side, but may be seconded by any member, and may be made at any time and shall be debatable. Nothing herein shall be construed to prevent a Board member of the prevailing side from remaking the same motion at a subsequent meeting of the Board. In such an event, the person desiring to remake the motion for reconsideration shall submit a written request for reconsideration to the Board Secretary, who shall place the matter on the agenda for the next regular meeting of the Board.

Section 6.3 - Parliamentarian. The Chairperson, acting with the advice of the City Attorney, shall decide all questions of interpretation of these rules and any other questions of a parliamentary nature which may arise at a Board of Zoning Adjustment meeting. #4..
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Item A Consider interviewing and recommending the appointment for one vacancy on the City of Modesto Board of Zoning Adjustment and forwarding to Council for approval. (Funding Source: Not Applicable)
Motion/Action (Approved)
It was moved by Committee Member Rosa Escutia-Braaton, seconded by Committee Member Alavarez, and carried unanimously (3-0) (Alavarez, Escutia-Braaton, Williams ayes; None, noes; None, absent; None, recused) that the Appointments Committee recommend appointing Amin Vohra to the Board of Zoning Adjustment for a four year term.
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

April 9, 2024
Date: April 3, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Christina Alger, Director of Human Resources
SUBJECT: Equity Commission Appointments
CONTACT: Christina Alger, Director of Human Resources
[email protected], 209-571-5126
DESCRIPTION:

Consider approving appointments to fill three City of Modesto vacancies for the Equity Commission for a partial unexpired term ending December 31, 2026, for all vacancies. (Funding Source: Not Applicable)
STRATEGIC PLAN ELEMENT:

The recommended action supports the City of Modesto’s 2020-2025 Strategic Plan Initiative:

Service and Delivery Goal I: Promote trust and engagement between the community and the City; and Goal J: Build a high-performance organization.

BACKGROUND:

The Affirmative Action Commission of the City of Modesto was established pursuant to the provisions of the Affirmative Action Program established by Modesto City Council Resolution No. 87-237 on April 7, 1987. With the passage of Proposition 209, the City reviewed its employment policies, affirmative action policies and other relevant policies and procedures and amended them as necessary to comply with Proposition 209. As part of the compliance effort, the Commission retitled from the Affirmative Action Commission to Equal Opportunity and Disability Commission by Resolution No. 98-134
The Equity Commission was adopted by City Council on January 25, 2022, by Resolution No. 2022-054. This action renamed and repurposed the Equal Opportunity/Disability Commission to the Equity Commission. The original commission was charged with advising on matters related to equal employment opportunity. This Commission had become dormant for approximately the last five years.

City staff created a Diversity, Equity, and Inclusion (DEI) program which also was adopted on January 25, 2022, by Resolution No. 2022-051. This comprehensive program addresses needed focus and training of staff City-wide for both internal relations and service to our #5..
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City Council, April 9, 2024
Equity Commission Appointments

community. Under the program are multiple Plans that address various aspects of DEI to include the Equal Employment Opportunity Plan, Language Access Plan, Americans with Disabilities (ADA) Plan, and the supporting Equity Commission.

The Equity Commission’s purpose is to advise on matters related to all facets of the DEI program and subsequent plans and initiatives. The former Equal Opportunity/Disability Commission jointly met with the Human Relations Commission. This practice will continue with the Equity Commission.

On June 30, 2022, nine applications were taken to the Appointments Committee. Six applications were recommended to move forward to City Council. On August 9, 2022, City Council approved six appointments by Resolution 2022-332 for a term expiration of August 1, 2026, leaving five vacant seats.

On September 15, 2022, sixteen applications were taken to the Appointments Committee. Four applications were selected and recommended to move forward to City Council. On October 11, 2022, these appointments were approved by Resolution 2022-409 for a term expiration of October 1, 2026.

On November 29, 2022, sixteen applications were taken to the Appointments Committee. Two applications were selected and to move forward to City Council. On January 10, 2023, these appointments were approved by Resolution 2023-01 for a term expiration of January 1, 2027.

On March 7, 2023, City Council accepted the resignation of Maya Ramirez from the City of Modesto’s Equity Commission. On May 2, 2023, City Council accepted the resignation of Gabriella Fierro from the City of Modesto’s Equity Commission. On May 23, 2023, City Council accepted the resignation of A’Kia Walker from the City of Modesto’s Equity Commission. On September 12, 2023, City Council accepted the resignations of Stacey Sottero and Fallon Ferris from the City of Modesto’s Equity Commission.

On September 12, 2023, City Council accepted a resolution amending the Equity Commission bylaws bringing the number of active members from eleven (11) to seven (7).

On December 31, 2023, Equity Commission’s Lisa Battista submitted a Citizen Advisory Group Letter of Resignation with the City. On January 14, 2024, the City received the resignation of Margaret James.

DISCUSSION:

In 2023, the City’s Public Information Division advertised all open commission seats every two weeks or twice a month via Facebook and Instagram. On January 29, 2024, the Human Resources Department advertised the Equity Commission vacancies by emailing the following local Central Valley organizations in order to hopefully receive a larger pool of candidates: City Ministry Network, Hispanic Chamber of Commerce, Latino Community Roundtable, League of Women Voters, Modesto Clergy Council, NAACP, South Modesto Businesses United, West Modesto Community Collaborative, West Modesto People of Action, Central Valley Hispanic Chamber of Commerce, Modesto Chamber of Commerce and Central Valley Price Center (MOPRIDE).
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City Council, April 9, 2024
Equity Commission Appointments

With the six formal resignations above and the informal resignation of Lisa Battista and Margaret James, as well as the change in the number of active members in the by-laws, there are currently three vacancies to the Equity Commission.

A total of forty applications have been received to date. However, only seven applications remain active and still interested for consideration. These applications were considered by the Appointments Committee on March 6, 2024 and three applicants, Jim Stokes, Adriana Garcia, and Nour Poles, were recommended to move forward to Council for appointment.

FISCAL IMPACT:

There is no fiscal impact associated with this action.

COMMITTEE RECOMMENDATION:

This item was taken to the Appointments Committee on March 6, 2024, and three Equity Commission applications were recommended to move forward to City Council.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Resolution approving the appointments of Jim Stokes, Adriana Garcia and Nour Poles to the Equity Commission for a partial unexpired ending term of December 31, 2026.

Approved by:

Christina Alger, Director of Human Resources
Joseph P. Lopez, City Manager
Attachments:

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

RESOLUTION APPROVING THE APPOINTMENTS OF JIM STOKES,

ADRIANA GARCIA AND NOUR POLES TO THE EQUITY COMMISSION FOR A PARTIAL UNEXPIRED TERM ENDING OF DECEMBER 31, 2026
WHEREAS, the Affirmative Action Commission of the City of Modesto was established pursuant to the provisions of the Affirmative Action Program established by Modesto City Council Resolution No. 87-237 on April 7, 1987; and WHEREAS, with the passage of Proposition 209, the City reviewed its employment policies, affirmative action policies and other relevant policies and procedures and amended them as necessary to comply with Proposition 209; and WHEREAS, as part of the compliance effort, the Commission retitled from the Affirmative Action Commission to Equal Opportunity and Disability Commission by Resolution No. 98-134; and
WHEREAS, with the creation of the Diversity, Equity, and Inclusion Program which includes Equal Opportunity and Disability accessibility; and WHEREAS, City staff retitled and repurposed the Equal Opportunity/Disability Commission to the Equity Commission and amended Article II Duties by Resolution No. 2022-054; and
WHEREAS, the Equity Commission is established to advise on matters of diversity, equity, and inclusion; and
WHEREAS, the Appointments Committee met on March 6, 2024 and recommended the appointment of Jim Stokes, Adriana Garcia and Nour Poles to the Equity Commission.
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2 NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the appointments of Jim Stokes, Adriana Garcia and Nour Poles as commission members to the Equity Commission for a partial unexpired term ending December 31, 2026.

BE IT FURTHER RESOLVED, that the City Clerk is hereby directed to transmit a copy of this resolution to the appointed members of the Equity Commission, and secretary thereof.

The foregoing resolution was adopted at a regular meeting of the Council of the City of Modesto held on the 9th day of April 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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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

April 9, 2024
Date: April 3, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Christina Alger, Director of Human Resources
SUBJECT: Equity Commission Resignations
CONTACT: Christina Alger, Director of Human Resources
[email protected], 209-571-5126
DESCRIPTION:

Consider accepting the resignations of Lisa Battista and Margaret James from the City of Modesto’s Equity Commission. (Funding Source: Not Applicable) STRATEGIC PLAN ELEMENT:

This item supports the City Council’s 2020-2025 Strategic Plan, Goal I: Promote Trust and Engagement.

BACKGROUND:

In support of the Diversity, Equity, and Inclusion Program, the Equity Commission was established to advise the City Manager and City Council on matters related to diversity, equity, inclusion, and disability regarding the workforce and services provided to the community.

DISCUSSION:

On August 9, 2022, by Resolution No. 2022-332, Lisa Battista was appointed to the Equity Commission with a term expiration date of August 1, 2026. On December 31, 2023, Lisa Batista formally resigned from the Equity Commission. On November 7, 2023, by Resolution No. 2023- 483, Margaret James was appointed to the Equity Commission with a term expiration date of August 1, 2026. On January 14, 2024, Margaret James formally resigned from the Equity Commission.

FISCAL IMPACT:

There is no fiscal impact associated with this action.

COMMITTEE RECOMMENDATION:

This was not taken to any committees.

RECOMMENDED COMMITTEE ACTION:
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City Council, April 9, 2024
Equity Commission Resignations

Staff Recommendations:

Resolution accepting the resignations of Lisa Battista and Margaret James from the City of Modesto’s Equity Commission.

Approved by:

Christina Alger, Director of Human Resources
Joseph P. Lopez, City Manager
Attachments:

1. Resolution
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1 <Clerk Fill in Reso Number>

MODESTO CITY COUNCIL
RESOLUTION NO. 2024-

RESOLUTION ACCEPTING THE RESIGNATIONS OF LISA BATTISTA AND

MARGARET JAMES FROM THE EQUITY COMMISSION
WHEREAS, the Equity Commission was established to advise the City Manager and the City Council in matters that relate to equity and inclusion, equal opportunity, and disability related issues; and
WHEREAS, on August 9, 2022, by Resolution No. 2022-332, and on November 7, 2023, by Resolution No. 2023-483, Lisa Battista and Margaret James respectively were appointed to serve as members of the Equity Commission; and WHEREAS, Lisa Battista and Margaret James have tendered their resignations from the Equity Commission effective December 31, 2023 and January 14, 2024 respectively.

NOW, THEREFORE, BE IT RESOLVED that the Council of the City of Modesto hereby accepts the resignations of Lisa Battista and Margaret James from the Equity Commission with regret.

The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 9th day of April, 2024 by <Clerk Fill in Council Member>, who moved its adoption, which motion being duly seconded by <Clerk Fill in Council Member>, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers: <Clerk Fill in Council Members>
NOES: Councilmembers: <Clerk Fill in Council Members>
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2 <Clerk Fill in Reso Number>
ABSENT: Councilmembers: <Clerk Fill in Council Members> ATTEST: _____________________________

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

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

COUNCIL AGENDA REPORT
DATE OF MEETING:

April 9, 2024
Date: March 20, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Jeremy Rogers, Director of Parks, Recreation and Neighborhoods SUBJECT: Appointments to the Golf Courses Advisory Committee CONTACT: Jessica Franco, Administrative Analyst II, [email protected], 209-577-5278
DESCRIPTION:

Consider approving the appointments of Karen Adams as a Member-At-Large and Nancy Norton of the Muni Niners Golf Club, to the Golf Courses Advisory Committee for a four-year term from January 1, 2024 through December 31, 2027. (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 Golf Courses Advisory Committee (GCAC) serves as an advisory board for and among organized golf clubs and the City of Modesto. It is comprised of (6) Member-at-Large representatives (1 - Youth) and (1) representative each from the SIRS Golf Club, Dryden Park Women’s Club, Creekside Golf Club, Muni-Niners Club, and Modesto Golf Club.

Ten (10) members are appointed by the City Council for a 4-year term and one Youth member is appointed for a one-year term, starting January 1st, and ending December 31st.

Section 11021 of the Charter of the City of Modesto authorizes the City Council to appoint members to various Boards and Commissions with the recommendation of the City’s Appointments Committee.

DISCUSSION:

Michelle Buer, a Member-At-Large, resigned on January 18, 2024, leaving a vacancy on the Golf Courses Advisory Committee. Currently, there are a total of four vacancies on the Committee:
1 https://library.municode.com/ca/modesto/codes/code_of_ordinances?nodeId=CHTR_ARTXIAPBOCO_S1102APTE #7..
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City Council, April 9, 2024
Appointments to the Golf Courses Advisory Committee

Organization Status
Muni-Niners VACANT
Member-At-Large VACANT
Member-At-Large VACANT
Member-At-Large (Youth) VACANT
These vacancies are to be filled by prospective candidates, subject to review by the Appointments Committee, as required by Council policy, and final approval by the City Council.

Advertising for the Golf Courses Advisory Committee vacancies included posting the vacancies in the Modesto Bee, posts on Social Media channels and outreach by current committee members.

Two (2) new applications were received for consideration. Karen Adams is a retired teacher, and a member of the Creekside Ladybugs, a local golf club. This applicant was the Athletic Director of Riverbank High School for 12 years.

Nancy Norton is a retiree who formerly served on the Golf Courses Advisory Committee as a Member-At-Large. This applicant’s previous terms were 2011-2014 (Reso. 2011-074), and 2015- 2018 (Reso. 2015-35). Per the GCAC Bylaws, this applicant is eligible for appointment since the required two-year absence from the Committee has occurred. This applicant is currently a member of the Muni-Niners and has been requested by the Club Captain to represent their club on the Committee.

Both applicants also meet the minimum requirements of the Committee; are residents of Modesto and do not hold any paid office or employment nor is a contractor with the City of Modesto.

FISCAL IMPACT:

There is no fiscal impact related to this action.

COMMITTEE RECOMMENDATION:

Appointments were considered by the Appointments Committee on March 6, 2024 and recommended to forward to Council for approval.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving the appointments of Karen Adams as a Member-At-Large and Nancy Norton of the Muni Niners Golf Club, to the Golf Courses Advisory Committee for a four-year term from January 1, 2024 through December 31, 2027.

Approved by:

Jeremy Rogers
Director of Parks, Recreation and Neighborhoods
Joseph P. Lopez, City Manager
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City Council, April 9, 2024
Appointments to the Golf Courses Advisory Committee

Attachments:

1. Resolution

2. Golf Courses Advisory Committee Bylaws

3. Applications
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04/09/2024/PRN/JFranco/Item ? 1 2024-?

MODESTO CITY COUNCIL
RESOLUTION NO. 2024-

RESOLUTION APPROVING THE APPOINTMENTS OF KAREN ADAMS AS A

MEMBER-AT-LARGE AND NANCY NORTON OF THE MUNI NINERS GOLF CLUB, TO THE GOLF COURSES ADVISORY COMMITTEE FOR A FOURYEAR TERM FROM JANUARY 1, 2024 THROUGH DECEMBER 31, 2027 WHEREAS, Section 1102 of the Charter of the City of Modesto authorizes the City Council to appoint members to various Boards and Commissions, and WHEREAS, the Golf Courses Advisory Committee is comprised of five members representing local golf organizations: SIRS Golf Club, Muni-Niners Golf Club, Modesto Golf Club, Creekside Golf Club, and Dryden Women’s Golf Club, and six Members-AtLarge, and WHEREAS, appointments specific to the named golf organizations are nominated by each respective organization and recommended to the City for consideration, and WHEREAS, Karen Adams is qualified to serve as a Member-At-Large, and WHEREAS, Nancy Norton has been nominated by the Muni Niners Golf Club to serve on its behalf, and
WHEREAS, on March 6, 2024, the Appointments Committee recommended the appointment of Karen Adams as a Member-At-Large, and the appointment of Nancy Norton as the Muni-Niners representative, and
WHEREAS, each will serve a four-year term from January 1, 2024 through December 31, 2027.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the appointments of Karen Adams as Member-At-Large and #7..
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04/09/2024/PRN/JFranco/Item ? 2 2024-?
Nancy Norton of the Muni Niners Golf Club, to the Golf Courses Advisory Committee from January 1, 2024 through December 31, 2027.

BE IT FURTHER RESOLVED that the City Clerk is hereby directed to transmit a copy of this resolution to the appointed members of the Golf Courses Advisory Committee, and the Secretary, thereof.
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04/09/2024/PRN/JFranco/Item ? 3 2024-?
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 9th day of April 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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Amended by City Council Resolution No. 2022-023
January 11, 2022

CITY OF MODESTO GOLF COURSES COMMITTEE

CONSTITUTION AND BYLAWS
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Amended by City Council Resolution No. 2022-023
January 11, 2022

ARTICLE I

DEFINITIONS
Section 1 There is created a Committee to be known and designated as the City of Modesto Golf Courses Committee.

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

A. "Member" shall mean a member of the Modesto Golf Courses Committee.

B. "Modesto Golf Courses Committee" and "Committee" shall mean the City of Modesto Golf Courses Committee.

C. "Modesto golf courses" shall mean Dryden Park Golf Course and Creekside Golf Course.

D. "Regular meeting" shall mean the bi-monthly Committee meetings.

Section 3 The fiscal year shall coincide with the City's fiscal year, July 1 to June 30. #7..
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Amended by City Council Resolution No. 2022-023
January 11, 2022

ARTICLE II

OBJECTIVES
Section 1 The Committee shall be responsible for promotion of the game of golf in the Modesto area.

Section 2 The Committee shall operate as an advisory body for and among organized golf clubs and the general golfing public of the City of Modesto golf courses.

Section 3 The Committee shall act as liaison between the general golfing public, golf clubs, and the City of Modesto Parks, Recreation and Neighborhoods Department, and A. Shall receive and consider all proposals for innovations or material changes in established procedures or the modification of the golf courses.

B. Endorse participation in golf through the Player Development Programs and Tournament activities with a special emphasis on Junior, Senior and Disabled golf.

Section 4 The Committee shall encourage, promote and maintain a high standard of sportsmanship among golfers.

Section 5 The Committee shall consider the annual budget for the Golf Enterprise Fund during the process of its preparation and make recommendations to the Director of Parks, Recreation and Neighborhoods concerning the annual budget of the Golf Enterprise Fund, including the fees and rates to be charged for the use of golf course facilities.

Section 6 The Committee shall perform such other duties relating to the Modesto Golf Courses as may be assigned by the Director of Parks, Recreation and Neighborhoods.

Section 7 Nothing in this article shall be deemed to invest the Committee with any supervisory powers over the actions and duties of City employees, or of any Lessee of the City, engaged in work relating to the construction, improvement, repair, maintenance or operations of the Modesto golf courses.
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Amended by City Council Resolution No. 2022-023
January 11, 2022

ARTICLE III

MEMBERSHIP
Section 1 The City of Modesto Golf Courses Committee shall consist of eleven (11) Members.

Section 2 The Members of the Committee 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 Committee.

Section 3 None of the members shall hold any paid office or employment or shall be currently a contractor with the City of Modesto.

Section 4 Five (5) members of the Committee shall represent organized golf clubs at the municipal golf courses, one from each of the following clubs: Muni Niners; SIRS; Modesto Golf Club; Dryden Park Women's Club; and Creekside Golf Club. Five(5) members shall be appointed at large One (1) youth member, between 16 and 25 years of age, shall be appointed at large.

Section 5 The membership of each organized golf club shall recommend one member to represent their respective clubs, with the remaining six (6) at-large members to be approved by a majority vote of the City Council.

Section 6 The Director of Parks, Recreation and Neighborhoods, or his/her designee, will serve as staff to the Committee and represent the City of Modesto, within the limits dictated by fiscal constraints.
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Amended by City Council Resolution No. 2022-023
January 11, 2022

ARTICLE IV

TERMS OF OFFICE
Section 1 The term of office shall be effective as of the first of January.

Section 2 The terms of office shall be as follows:

A. Four (4) years for each Member of the Committee. Members may be re-appointed after their initial term, but in no event shall any person who has served two (2) consecutive terms on the Committee be eligible for re-appointment to the Committee.

Committee members are eligible for reappointment to the Committee after a two- (2) year absence from the Committee has transpired.

B. One (1) year for each youth member appointed at large. Youth members may be reappointed after their initial term, but in no event shall any youth member who has served two (2) consecutive terms on the Committee be eligible for reappointment to the Committee.

Section 3 Serving any portion of an unexpired term shall not be counted as service of one term.

Members not eligible for reappointment 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 a maximum of eight (8) consecutive years.

Section 4 The terms of office for the inaugural Committee will be two (2) years for five (5) members of the Committee, and four (4) years for the remaining six (6) members. Each member's term of office shall terminate on December 31 of their respective year.

Section 5 The Members of the Committee shall receive no compensation for the performance of their official duties.

Section 6 Appointments to fill vacancies on the Committee 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 7 Members of the Committee may be removed by a majority vote of the City Council after a recommendation by the Director of Parks, Recreation and Neighborhoods and a majority vote of the Committee. Examples of reasons for removal of a Committee Member from the Committee are:

A. Incompetence, malfeasance, misfeasance, neglect of duty, or conviction of a crime involving moral turpitude.

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

C. Automatic removal from the Committee will be required when a member is absent from three (3) meetings within a twelve- (12) month period without official permission expressed in the official minutes.
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Amended by City Council Resolution No. 2022-023
January 11, 2022

ARTICLE V

ATTENDANCE AT MEETINGS
Section 1 It shall be the responsibility of each Member to know the dates and times of all regular meetings of the Committee. 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 Committee Chair or Staff Liaison at least forty-eight hours (48 hours) before the meeting, in order for the absence to be recorded as an excused absence.

Section 2 The Recording Secretary will document when any Committee Member is late arriving for a meeting or when a Committee Member leaves a meeting before adjournment. The minutes of each meeting will list those Members in attendance, those who are excused and those who are unexcused.
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Amended by City Council Resolution No. 2022-023
January 11, 2022

ARTICLE VI

OFFICERS AND THEIR DUTIES
Section 1 Officers shall consist of Chair and Vice-chair, elected by a majority vote of the Members of the Committee. Officers shall serve a one- (1) year term commencing on January 1. The election shall be held at the January meeting, or the first meeting of the year.

Section 2 All officers shall exercise all privileges of membership, including the making of motions, seconding and debate.

Section 3 The Chair may serve consecutive terms. The Vice-Chair may serve consecutive terms.

Section 4 The Chair shall preside at all meetings and appoint all sub-committees of the Committee and shall ensure that the bylaws, rules and regulations as adopted by the Committee are properly enforced. The Chair shall be an ex-officio member of all sub-committees.

Section 5 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 6 The Parks, Recreation and Neighborhoods Department shall provide a staff member to serve as Recroding Secretary. He/she shall keep a record of the minutes of all meetings, reports of sub-committees and such other duties as are usually performed by a secretary.

He/she shall supply the Members of the Committee and any sub-committees and the Director of Parks, Recreation and Neighborhoods and his/her designee(s) with copies of all records taken within three (3) weeks after a meeting takes place. He/she shall also assist in publicity releases concerning Committee activities.
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Amended by City Council Resolution No. 2022-023
January 11, 2022

ARTICLE VII

MEETINGS
Section 1 Regular meetings of the Committee shall be held at such times and places as from time to time may be designated by a majority vote of the Committee.

Section 2 In the event that a regular meeting falls on a holiday, the meeting shall be scheduled by a vote of the Committee. 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 Committee, to the City Clerk, to the City Manager, to the Director of Parks, Recreation and Neighborhoods and to all others as provided by law. All such notices shall be furnished to the Committee in writing at least seventy-two hours (72 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, the Main Branch of the Stanislaus County Free Library and at City of Modesto golf courses.

Section 5 All meetings shall comply with the requirements of the Ralph M. Brown Act.

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

Section 7 All meetings of the Committee, or its standing or special sub-committees, 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.
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Amended by City Council Resolution No. 2022-023
January 11, 2022

ARTICLE VIII

ORDER OF PROCEEDINGS
Section 1 Sturgis' Standard Code of Parliamentary Procedure shall be the guide for parliamentary procedures in the conduct of Committee meetings.

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

A. Call to Order
B. Approval of Minutes
C. Written Communications
D. Old Business
E. New Business
F. Oral Communications
G. Matters Too Late for the Agenda
H. 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.
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Amended by City Council Resolution No. 2022-023
January 11, 2022

ARTICLE IX

AMENDMENTS
Section 1 The Constitution and Bylaws may be recommended for amendment at a regularly scheduled meeting of the Committee. A written notice containing the proposed changes shall be provided to each member at least sixty (60) days prior to the meeting. When all other conditions are met, an amendment requires a simple majority vote of the active members of the Committee.

Section 2 The Constitution and 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 Committee by the City Council. #7..
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1 Jessica Franco
From: Diane Sheatsley
Sent: Tuesday, November 28, 2023 7:45 AM
To: Jessica Franco
Subject: FW: Online Form Submission #43034 for Boards, Commissions & Committees Application Follow Up Flag: Follow up
Flag Status: Flagged
Categories: Golf Category
From: [email protected] <[email protected]>
Sent: Monday, November 27, 2023 9:41 PM
To: Optimize <[email protected]>; Diane Sheatsley <[email protected]>; Breanne Villarreal (DiCiano) <[email protected]>
Subject: Online Form Submission #43034 for Boards, Commissions & Committees Application External Email: Please use caution when clicking links and/or opening attachments.

Boards, Commissions & Committees Application
Title II Compliance
In accordance with the requirements of Title II of the Americans with Disabilities Act (“ADA”) of 1990, the Fair Employment & Housing Act (“FEHA”), the Rehabilitation Act of 1973 (as amended), Government Code section 11135 and other applicable codes, the City of Modesto (“City”) will not discriminate against individuals on the basis of disability in the City’s services, programs, or activities. For more information, please visit the City of Modesto website.

Apply To: Golf Courses Advisory Committee
First Name Karen
Last Name Adams
Address
City Modesto
State CA
Zip Code 95355
Home Phone
#7..
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2 Work Phone Field not completed.

Email Address
Occupation Retired teacher
Employer / Business Field not completed.

Business Address Field not completed.

City Field not completed.

State Field not completed.

Zip Code Field not completed.

Education BA from Stanislaus State, California teaching credential (Section Break)
Qualifications:

Are you a 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?
Yes
Are you a member from a
former Civil Grand Jury who
has served in that role
within in the previous five
years?
No
Are you a Modesto
resident?
Yes
If yes, what was the date of
residency?
4/1/2013
Are you a registered voter
in the City of Modesto?
Yes
Are you a registered voter
in Stanislaus County?
Yes
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3 Are you now or have you
ever been employed by the
City of Modesto?
No
Inclusive dates: Field not completed.

Do you have relatives or a
member of your household
who are employed by the
City of Modesto, or who are
currently serving on the City
Council, or who are Board
members or
Commissioners?
No
List relevant employment,
training, and experience,
certificates of training,
licenses, and professional
registration.
member of Creekside Ladybugs--will be captain in 2024
How did you learn about
the board for which you are
applying?
Community Group
Describe your involvement
in community activities and
civic organizations. (Do not
list partisan political
parties.)
member of St. Peter Lutheran church (deaconness)
member of Creekside Ladybugs (captain in 2024
What is it about this
position that interests you?
learning about the workings "behind the scenes" of the golf course, and interested in discussing ways to improve
What qualities, experience,
and expertise would you
bring to it?
have served on many committees through my teaching career, and was Athletic Director for 12 years while teaching at Riverbank High School. Had to work with many people with differing viewpoints!
(Section Break)
Demographics
City of Modesto invites all applicants to voluntarily self-identify their gender, race/ethnicity, veteran status and disability. Submission of this information is voluntary and refusal to provide will not affect the application process. The information will be kept confidential and will only be used in accordance with the provisions of applicable laws, executive orders and regulations, including those that require the information to be summarized and reported to the federal government for civil rights enforcement.
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4 Gender
Ethnicity
Are you currently, or have
you ever, served in the
Armed Forces?
Do you consider yourself
disabled?
(Section Break)
Email not displaying correctly? View it in your browser. #7..
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1 Jessica Franco
From: Diane Sheatsley
Sent: Monday, February 12, 2024 8:32 AM
To: Jessica Franco
Subject: FW: Online Form Submission #45317 for Boards, Commissions & Committees Application Categories: Golf Category

From: [email protected] <[email protected]>
Sent: Friday, February 9, 2024 12:55 PM
To: Optimize <[email protected]>; Diane Sheatsley <[email protected]>; Breanne Villarreal (DiCiano) <[email protected]>
Subject: Online Form Submission #45317 for Boards, Commissions & Committees Application External Email: Please use caution when clicking links and/or opening attachments.

Boards, Commissions & Committees Application
Title II Compliance
In accordance with the requirements of Title II of the Americans with Disabilities Act (“ADA”) of 1990, the Fair Employment & Housing Act (“FEHA”), the Rehabilitation Act of 1973 (as amended), Government Code section 11135 and other applicable codes, the City of Modesto (“City”) will not discriminate against individuals on the basis of disability in the City’s services, programs, or activities. For more information, please visit the City of Modesto website.

Apply To: Golf Courses Advisory Committee
First Name Nancy
Last Name Norton
Address
City Modesto
State CA
Zip Code 95355
Home Phone
Work Phone N/A
#7..
- 50 -
2 Email Address
Occupation Retired
Employer / Business Field not completed.

Business Address Field not completed.

City Field not completed.

State Field not completed.

Zip Code Field not completed.

Education Modesto JR. College AS Food Technology
(Section Break)
Qualifications:

Are you a 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?
No
Are you a member from a
former Civil Grand Jury who
has served in that role
within in the previous five
years?
No
Are you a Modesto
resident?
Yes
If yes, what was the date of
residency?
4/15/1960
Are you a registered voter
in the City of Modesto?
Yes
Are you a registered voter
in Stanislaus County?
Yes
Are you now or have you
ever been employed by the
City of Modesto?
No
#7..
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3 Inclusive dates: Field not completed.

Do you have relatives or a
member of your household
who are employed by the
City of Modesto, or who are
currently serving on the City
Council, or who are Board
members or
Commissioners?
No
List relevant employment,
training, and experience,
certificates of training,
licenses, and professional
registration.

I served on the golf committee for 9 years as a citizen at large.

How did you learn about
the board for which you are
applying?
Other (Please specify)
If other, please specify: I served on the committee before and my club Captain requested that I represent our club on the committee.

Describe your involvement
in community activities and
civic organizations. (Do not
list partisan political
parties.)
I've been on the golf committee before and I volunteer as a docent at the McHenry Museum.

What is it about this
position that interests you?
Being able to communicate the concerns of the golfing
community to those involved with the golf course maintenance and operations.

What qualities, experience,
and expertise would you
bring to it?
Having sat on the committee for several years I feel I can communicate effectively and I've been a golfer on all of the city golf courses and experienced just about all of the conditions and changes that have taken place over the last 30 years. (Section Break)
Demographics
City of Modesto invites all applicants to voluntarily self-identify their gender, race/ethnicity, veteran status and disability. Submission of this information is voluntary and refusal to provide will not affect the application process. The information will be kept confidential and will only be used in accordance with the provisions of applicable laws, executive orders and regulations, including those that require the information to be summarized and reported to the federal government for civil rights enforcement.
#7..
- 52 -
4 Gender
Ethnicity
Are you currently, or have
you ever, served in the
Armed Forces?
Do you consider yourself
disabled?
(Section Break)
Email not displaying correctly? View it in your browser. #7..
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3/12/2024 5:30:00 PM

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, March 12, 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: Jeff Pishney, Love Stanislaus
 Mayor Zwahlen held a Moment of Silence in remembrance of former Stanislaus County Board of Supervisor Dick Monteith
City Clerk’s Announcements: City Clerk announced written public comment was received and forwarded to the Council.

Declaration of Conflicts of Interest: None
Reports from Closed Session: City Attorney Sanchez stated there was No Reportable Action.

ACKNOWLEDGEMENTS AND PRESENTATIONS

1. Presentation of the 2024 Senate District 4 Honoree for 2024 California Woman Making Herstory. (Funding Source: Not Applicable)
CITY COUNCIL; Ariana Harbottle-Jarrett, 209-571-5597,
[email protected]
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3/12/2024 5:30:00 PM
ACTION: Presentation of the 2024 Senate District 4 Honoree for 2024 California Woman Making Herstory.

2. Proclamation declaring March 2024 as American Red Cross Month. (Funding Source:

Not Applicable)
CITY COUNCIL; Ariana Harbottle-Jarrett, 209-571-5597,
[email protected]
ACTION: Mayor Zwahlen presented proclamation declaring March 2024 as American Red Cross Month.

PUBLIC COMMENT IN PERSON
 John Mataka, President of the Grayson Neighborhood Council and community advocate for Valley Improvement Projects, addressed the Council. He urged the council to vote for the immediate closure of the Covanta garbage incinerator in Crows Landing, citing negative impacts on air quality and public health. Mr. Mataka requested support for a zero-waste plan and the formation of a working group to address waste management issues and emphasized the need for reparations for West Side residents and past environmental injustices.
 Kenneth Bryan Evitt expressed concerns about law enforcement actions and civil rights violations in the community. He recounted a personal experience of being arrested after attempting to address a burglary on his property. Bryan criticized the handling of his case and called for changes in law enforcement training and procedures to support property owners' rights.
 John Frailing commended the City and County for their efforts in addressing homelessness but identified gaps in services. He highlighted the lack of affordable housing options and the need for safe shelter for those experiencing homelessness. He expressed a commitment to collaborating with others to find solutions to these ongoing challenges.
 Danielle Morgart, representing Assembly Member Alanis, provided updates on recent legislative developments. She announced the passage of several bills related to child exploitation prevention, law enforcement hiring grants, and scholarships for career technical education instructors. She encouraged community members to reach out to their office for assistance or questions regarding legislation.  Laura Plasencia, representing Valley Improvement Projects (VIP), spoke about the organization's efforts in promoting social and environmental justice in Stanislaus County.

She reiterated the importance of adopting the Zero Waste plan and halting the continuation of incineration practices. Ms. Plasencia defined Zero Waste as a set of principles focused on waste prevention and resource life cycle redesign. She emphasized the need for sustainability and highlighted the negative environmental impacts of incineration, including pollution and dependence on waste as a resource. #8..
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3/12/2024 5:30:00 PM
 Steve commented on a perceived inconsistency in enforcing time limits for speakers. He expressed support for VIP's advocacy efforts and urged the council to prioritize community interests over corporate interests. He criticized Covanta's arguments in favor of incineration and encouraged the council to vote for the closure of the incinerator. Steve also raised concerns about police misconduct and urged the council to address the issue of Officer Sam Muncy's actions. He requested that Darlene, the mother of Trevor Seever, be allowed to give testimony in the arbitration process related to police conduct.  Giancarlo, representing the Central Valley BIPOC Coalition, reiterated concerns about the possible reinstatement of Joseph Lamantia to the Modesto Police Department. He cited statistics on police firearm usage and referenced video evidence of Lamantia's involvement in multiple shootings, including the death of Trevor Seever. Mr. Giancarlo urged the Council to prevent the reinstatement of Lamantia. He requested support for Darlene Seever's testimony in the upcoming arbitration hearing and called for council members to engage in further discussions with their coalition.  Carla expressed her nerves about speaking but voiced her concerns about Joseph Lamantia's potential reinstatement to the Modesto Police Department. She referenced the handling of protests following George Floyd's death and highlighted instances of police violence in Modesto. Carla emphasized accountability for police officers and the impact of their actions on the community, urging the council to prevent further instances of police misconduct.
 Manuela echoed Carla's concerns about Joseph Lamantia and called for transparency in the arbitration process. She criticized the lack of accountability for police officers and expressed fear for her safety and that of her community. Manuela questioned the City Council's role in preventing future police violence and requested a response from council members.
 A resident commended the city council for providing meeting agendas in Spanish but noted the lack of translated attachments. He called for increased transparency regarding the arbitration process involving Lamantia and urged the council to educate the community on their role in such matters. The resident also expressed support for the zero-waste plan and urged prompt action to address concerns about waste incineration.  Damian raised concerns about the demolition of bike jumps at Dry Creek and questioned the reasoning behind it. He highlighted the importance of outdoor recreational spaces for the community, especially for teenagers and young adults. Damian questioned the city's handling of outdoor recreation and emphasized the economic and social benefits of supporting activities like mountain biking.
 Kevin McClarty offered a different perspective on the Lamantia case, focusing on Lamantia's failure to follow standard police procedures. He questioned whether Lamantia's actions aligned with the values and expectations of the Modesto Police #8..
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3/12/2024 5:30:00 PM
Department. Kevin urged the council to consider the implications of reinstating an officer who did not adhere to established protocols.
 Diego expressed disappointment over the demolition of bike jumps at Dry Creek and emphasized the importance of outdoor activities for creative expression. He stated he was disappointed with the City's lack of communication regarding the demolition and its broader pattern of neglecting outdoor recreation. Diego highlighted the economic benefits of supporting outdoor recreation and urged the council to reconsider its approach.
 Nora expressed her support for the concerns raised by the Valley Improvement Project regarding zero waste initiatives and the community's worries about Officer Lamantia.

She highlighted citizen concerns about the council's responsiveness to emails and incidents involving police officers. Nora emphasized that citizens are closely monitoring council responses and may escalate their efforts if their concerns are not addressed satisfactorily.
 Bobby, a Modesto resident for eight years, discussed his frequent visits to the Dry Creek bike trail and other parks in the city. He expressed disappointment in the city's lack of maintenance and enforcement of laws around the parks, leading to concerns about drug and lewd activities. He called for improved communication and collaboration between the city and citizens to maintain and improve recreational areas like the bike jumps, emphasizing their cultural and nostalgic significance.

CONSENT ITEMS – ROLL CALL VOTE REQUIRED
ACTION CONSENT ITEMS 3, 5-12: ACTION: (Bavaro/Escutia-Braaton; 7/0)

CONSENT
Consent

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

CITY CLERK; Diane Nayares-Perez, 209-577-5396, [email protected] ACTION: (Bavaro/Escutia-Braaton; 7/0) Motion approving the minutes for the March 5, 2024 Council Meeting.

Removed from Consent
Consent

4. Consider accepting the 2023 General Plan Annual Progress Report and authorizing staff to submit it to the State of California. (Funding Source: General Fund)  Resolution accepting the 2023 General Plan Annual Progress Report and authorizing staff to submit it to the State of California.

CED; Jessica Hill, 209-577-5211, [email protected]
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3/12/2024 5:30:00 PM
ACTION: (Wright/Williams; 7/0) Resolution 2024-086 accepting the 2023 General Plan Annual Progress Report and authorizing staff to submit it to the State of California.

Consent

5. Consider adopting a Resolution of Intention to renew the Modesto Tourism Marketing District for ten years. (Funding Source: Modesto Tourism Marketing District)  Adopt Resolution of Intention to renew the Modesto Tourism Marketing District (MTMD) and fixing the time and place of a public meeting and public hearing thereon and giving notice thereof.

CED; Trevin Barber, 209-860-1251, [email protected] ACTION: (Bavaro/Escutia-Braaton; 7/0) Adopt Resolution of Intention 2024-087 to renew the Modesto Tourism Marketing District (MTMD) and fixing the time and place of a public meeting and public hearing thereon and giving notice thereof.

Consent

6. Consider authorizing the submittal of a Federal Grant application for Congestion Mitigation and Air Quality (CMAQ) Grant Funds in the amount of $1,200,000 and $800,000 in Local Measure L Funds for a project amount of $2,000,000 for Street Improvements and Installation of a Roundabout on College Avenue and Bowen Avenue. (Funding Source: Federal CMAQ Grant Funds and Local Funds – Measure L)  Resolution approving submittal of a Federal Grant application for Congestion Mitigation and Air Quality (CMAQ) Grant Funds in the amount of $1,200,000 and $800,000 in Local Measure L Funds for a total project amount of $2,000,000 for Street Improvements and Installation of a Roundabout on College Avenue and Bowen Avenue, and authorizing the City Manager, or his designee to execute all necessary grant documents.

ENGINEERING SERVICES; Michael Sacuskie, 209-571-5552,
[email protected]
ACTION: (Bavaro/Escutia-Braaton; 7/0) Resolution 2024-088 approving submittal of a Federal Grant application for Congestion Mitigation and Air Quality (CMAQ) Grant Funds in the amount of $1,200,000 and $800,000 in Local Measure L Funds for a total project amount of $2,000,000 for Street Improvements and Installation of a Roundabout on College Avenue and Bowen Avenue, and authorizing the City Manager, or his designee to execute all necessary grant documents.

Consent

7. Consider authorizing the submittal of a Federal Grant application for Surface Transportation Block Grant (STBG) Funds in the amount of $1,200,000 and $2,000,000 in Local Measure L funds for a total project amount of $3,200,000 for Improvements on Claus Road, including bicycle and pedestrian improvements, south of Scenic Drive to Yosemite Boulevard. (Funding Source: Federal STBG Grant Funds and Local Funds – Measure L)
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3/12/2024 5:30:00 PM
 Resolution approving submittal of a Federal Grant application for Surface Transportation Block Grant (STBG) Funds in the amount of $1,200,000 and $2,000,000 in Local Measure L funds for a total project amount of $3,200,000 for improvements on Claus Road, including bicycle and pedestrian improvements, south of Scenic Drive to Yosemite Boulevard, and authorizing the City Manager, or his designee to execute all necessary grant documents.

ENGINEERING SERVICES; Michael Sacuskie, 209-571-5552,
[email protected]
ACTION: (Bavaro/Escutia-Braaton; 7/0) Resolution 2024-089 approving submittal of a Federal Grant application for Surface Transportation Block Grant (STBG) Funds in the amount of $1,200,000 and $2,000,000 in Local Measure L funds for a total project amount of $3,200,000 for improvements on Claus Road, including bicycle and pedestrian improvements, south of Scenic Drive to Yosemite Boulevard, and authorizing the City Manager, or his designee to execute all necessary grant documents.

Consent

8. Consider accepting an Informational Report on the September and October 2023 Grant Applications and Awards. (Funding Source: Not Applicable)  Motion accepting an Informational Report for the September and October 2023 Grant Applications and Awards.

FINANCE DEPARTMENT; Maria Garnica, 209-577-5249,
[email protected]
ACTION: (Bavaro/Escutia-Braaton; 7/0) Motion accepting an Informational Report for the September and October 2023 Grant Applications and Awards.

Consent

9. Consider amending the Position Allocation Plan in the Modesto Fire Department to add four Paramedics and three Emergency Medical Technicians (EMTs). (Funding Source: SAMHSA Grant Fund)
 Resolution amending the Position Allocation for Fiscal Year 2023-24 as adopted in the operating budget.
 Resolution amending the Classification Plan for the City of Modesto to create the classifications of Paramedic and Emergency Medical Technician.  Resolution amending the Fiscal Year 2023-24 Annual Operating Budget to accept grant funding for 4 Paramedic/EMTs in the MFD – Emergency Paramedics SAMHSA cost center (18222) in Grants-Operation Grants reimbursed fund (1341) in the amount of $91,995 and authorizing the City Manager to take the necessary steps to implement the required budget adjustments.

HUMAN RESOURCES; Christina Alger, 209-571-5126, [email protected] ACTION: (Bavaro/Escutia-Braaton; 7/0) Resolution 2024-090 amending the Position Allocation for Fiscal Year 2023-24 as adopted in the operating budget. #8..
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3/12/2024 5:30:00 PM
ACTION: (Bavaro/Escutia-Braaton; 7/0) Resolution 2024-091 amending the Classification Plan for the City of Modesto to create the classifications of Paramedic and Emergency Medical Technician.

ACTION: (Bavaro/Escutia-Braaton; 7/0) Resolution 2024-092 amending the Fiscal Year 2023-24 Annual Operating Budget to accept grant funding for 4 Paramedic/EMTs in the MFD – Emergency Paramedics SAMHSA cost center (18222) in GrantsOperation Grants reimbursed fund (1341) in the amount of $91,995 and authorizing the City Manager to take the necessary steps to implement the required budget adjustments.

Consent

10. Consider approving an Agreement with Three Thirty Three Arts, Walnut Creek, CA, for Installation of a Professional Public Mural in the amount of $0. (Funding Source:

Not Applicable)
 Resolution approving an Agreement with Three Thirty Three Arts, Walnut Creek, CA, for installation of a professional Public Mural in the amount of $0, and authorizing the City Manager, or his designee, to execute the Agreement.

PRN; Nathan Houx, 209-571-5526, [email protected]
ACTION: (Bavaro/Escutia-Braaton; 7/0) Resolution 2024-093 approving an Agreement with Three Thirty-Three Arts, Walnut Creek, CA, for installation of a professional Public Mural in the amount of $0, and authorizing the City Manager, or his designee, to execute the Agreement.

Consent

11. Consider approving a First Amendment to the Cell Tower Site Lease Agreement at Creekside Golf Course with SBA Monarch Towers III, LLC, to increase the lease area by an additional 108 square feet and to extend the maximum term of the Agreement through May 1, 2047. (Funding Source: Cell Tower Facility Rental Revenue)  Resolution approving a First Amendment to the Cell Tower Site Lease Agreement at Creekside Golf Course with SBA Monarch Towers III, LLC, to increase the lease area by an additional 108 square feet and to extend the maximum term of the Agreement through May 1, 2047, and authorizing the City Manager, or his designee, to execute the Agreement.

PRN; Nathan Houx, 209-571-5526, [email protected]
ACTION: (Bavaro/Escutia-Braaton; 7/0) Resolution 2024-094 approving a First Amendment to the Cell Tower Site Lease Agreement at Creekside Golf Course with SBA Monarch Towers III, LLC, to increase the lease area by an additional 108 square feet and to extend the maximum term of the Agreement through May 1, 2047, and authorizing the City Manager, or his designee, to execute the Agreement.

Consent
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3/12/2024 5:30:00 PM

12. Consider approving the Amended and Restated Agreement for Maintenance Services to the Fleet Maintenance Agreement between the City of Modesto and the Stanislaus Regional Transit Authority, amending the Position Allocation Plan to add one Administrative Services Technician, three Equipment Services Technicians, four Maintenance Worker I, and reclassifying two Heavy Equipment Mechanics to two Heavy Equipment Mechanic Crew Leaders and authorizing the City Manager, or his designee to further increase the position allocations. (Funding Source: Stanislaus Regional Transit Authority)
 Resolution approving the Amended and Restated Agreement for Maintenance Services Fleet Maintenance Agreement between the City of Modesto and the Stanislaus Regional Transit Authority, amending the Position Allocation Plan to add one Administrative Services Technician, three Equipment Services Technicians, four Maintenance Worker I, and reclassifying two Heavy Equipment Mechanics to two Heavy Equipment Mechanic Crew Leaders and authorizing the City Manager, or his designee to further increase the position allocations, and execute the agreement.

PUBLIC WORKS; Patrick Crowley, 209-342-2274, [email protected] ACTION: (Bavaro/Escutia-Braaton; 7/0) Resolution 2024-095 approving the Amended and Restated Agreement for Maintenance Services Fleet Maintenance Agreement between the City of Modesto and the Stanislaus Regional Transit Authority, amending the Position Allocation Plan to add one Administrative Services Technician, three Equipment Services Technicians, four Maintenance Worker I, and reclassifying two Heavy Equipment Mechanics to two Heavy Equipment Mechanic Crew Leaders and authorizing the City Manager, or his designee to further increase the position allocations, and execute the agreement.

COUNCIL COMMENTS & REPORTS
Councilmember Escutia-Braaton shared a positive experience of reading to fifth graders at Chrysler Elementary School and related it to Adriana's story. She encouraged community members to attend a meeting about the redesign of Interstate 99 on Standiford.

Councilmember Ricci highlighted issues at Enslen Park and asked for action to address drug use and violence. He commended the Downtown Streets Team for their efforts and thanked the City for supporting local car clubs.

Councilmember Bavaro attended a successful Modesto Police Officers Association K-9 crab feed fundraiser and praised community support. He acknowledged prompt response from the utilities department to address a water leak issue.

Vice-Mayor Alvarez advocated for exploring healthy alternatives for youth activities and emphasized the importance of substantive dialogue. He acknowledged Adriana Garcia's leadership and highlighted the positive impact of Latino leaders in the community. #8..
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Councilmember Williams thanked Utilities Director Will Wong for the tour of their facilities that he and Councilmember Bavaro participated in. He reported on attending the State of the City Address and emphasized the importance of the “Camp to Home” documentary. He also reported on attending the Run with a Cop event and highlighted the city's efforts in the Healthy Families initiative.

Councilmember Wright expressed gratitude towards the Mayor for the State of the City address and the presentation of a film "Camp to Home." He encouraged citizens to watch the film on the Modesto City's Facebook page to see the efforts being made in the community. He praised the initiatives aimed at helping homeless individuals reintegrate into society, find employment, and secure affordable housing. He commended the staff and the Council for their dedication to addressing homelessness with compassion.

Mayor Zwahlen reported on attending the events focused on empowering women, Arbor Day tree planting, and discussions on housing for asylum seekers. She highlighted the success of the 10-K with the Cop event and efforts to renovate bedrooms for children in need.

CITY MANAGER COMMENTS & REPORTS
None.

Recessed: 7:19pm
Reconvened: 7:26 pm

UNFINISHED BUSINESS

13. Consider approving the Plans and Specifications for the West Trunk Sewer Rehabilitation Project accepting the Bid and Awarding a Construction Contract to SAK Construction, LLC, of O’Fallon, MO, in the amount of $17,871,543, authorizing 12% for contingency (if needed), for a total payment amount not to exceed $20,016,129. (Funding Source: Wastewater Fund)
 Resolution approving the Plans and Specifications for the West Trunk Sewer Rehabilitation Project; accepting the Bid and Awarding a Construction Contract to SAK Construction, LLC, of O’Fallon, MO, in the amount of $17,871,543, authorizing the Director of Engineering Services to approve Change Orders up to the cumulative amount of $2,144,586, 12% of the original Contract price, for a total payment amount not to exceed $20,016,129 and authorizing the City Manager, or his designee, to execute the Contract.
 Resolution amending the Fiscal Year 2023-24 Capital Improvement Program Budget in the amount of $15,024,837 to fund the Construction Phase of the West Trunk Sewer Rehabilitation Project and authorizing the City Manager, or his designee, to implement the provisions of the resolution.

UTILITIES; Cristian Ciotau, 209-571-5175, [email protected] #8..
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3/12/2024 5:30:00 PM
ACTION: (Wright/Bavaro; 7/0) Resolution 2024-096 approving the Plans and Specifications for the West Trunk Sewer Rehabilitation Project; accepting the Bid and Awarding a Construction Contract to SAK Construction, LLC, of O’Fallon, MO, in the amount of $17,871,543, authorizing the Director of Engineering Services to approve Change Orders up to the cumulative amount of $2,144,586, 12% of the original Contract price, for a total payment amount not to exceed $20,016,129 and authorizing the City Manager, or his designee, to execute the Contract.

ACTION: (Wright/Bavaro; 7/0) Resolution 2024-097 amending the Fiscal Year 2023-24 Capital Improvement Program Budget in the amount of $15,024,837 to fund the Construction Phase of the West Trunk Sewer Rehabilitation Project and authorizing the City Manager, or his designee, to implement the provisions of the resolution.

14. Consider a Memorandum of Understanding with Stanislaus County for the South Modesto Area Strengthen & Replace Water Mains Project in an amount not to exceed $12,699,454. (Funding Source: Water Fund)
 Resolution approving a Memorandum of Understanding with Stanislaus County for the South Modesto Area Strengthen & Replace Water Mains Project, in an amount not to exceed $12,699,454 and authorizing the City Manager, or his designee, to execute the Agreement.
 Resolution amending the Fiscal Year 2023-24 Capital Improvement Program Budget in the amount of $13,889,454 to be transferred into the Project from Water Fund Reserves to fund the South Modesto Area Strengthen & Replace Water Mains Project and authorizing the City Manager, or his designee, to implement the provisions of the resolution.

UTILITIES; David Felix, 209-577-5488, [email protected] ACTION: (Alvarez/Williams; 7/0) Resolution 2024-098 approving a Memorandum of Understanding with Stanislaus County for the South Modesto Area Strengthen & Replace Water Mains Project, in an amount not to exceed $12,699,454 and authorizing the City Manager, or his designee, to execute the Agreement.

ACTION: (Alvarez/Williams; 7/0) Resolution 2024-099 amending the Fiscal Year 2023-24 Capital Improvement Program Budget in the amount of $13,889,454 to be transferred into the Project from Water Fund Reserves to fund the South Modesto Area Strengthen & Replace Water Mains Project and authorizing the City Manager, or his designee, to implement the provisions of the resolution.

HEARINGS
Published in the Modesto Bee on March 1, 2024

15. Hearing to consider approving the Application and issuance of a Permit to operate as a Non-Emergency Medical Transport Company to Active Transport Medical Services, LLC in the City of Modesto. (Funding Source: General Fund) #8..
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3/12/2024 5:30:00 PM
 Resolution approving the Application and issuance of a Permit to operate as a Non-Emergency Medical Transport Company to Active Transport Medical Services, LLC in the City of Modesto.

POLICE DEPARTMENT; Kalani Souza, 209-572-9500, [email protected] ACTION: (Wright/Alvarez; 7/0) Resolution 2024-100 approving the Application and issuance of a Permit to operate as a Non-Emergency Medical Transport Company to Active Transport Medical Services, LLC in the City of Modesto.

Published in the Modesto Bee on March 1, 2024.

16. Hearing to consider approving the Application and issuance of a Permit to operate as a Non-Emergency Medical Transport Company to Remedy Medical Transportation in the City of Modesto (Funding Source: General Fund)
 Resolution approving the Application and issuance of a Permit to operate as a Non-Emergency Medical Transport Company to Remedy Medical Transportation in the City of Modesto.

POLICE DEPARTMENT; Kalani Souza, 209-572-9500, [email protected] ACTION: (Wright/Escutia-Braaton; 7/0) Resolution 2024-101 approving the Application and issuance of a Permit to operate as a Non-Emergency Medical Transport Company to Remedy Medical Transportation in the City of Modesto.

NEW BUSINESS

17. Consider approving a Legal Services Agreement with Redwood Public Law, LLP, Oakland, CA to provide City Attorney services for the City, and re-appoint Jose M.

Sanchez as City Attorney effective March 15, 2024 and approving the modification to the Legal Services Agreement with Meyers Nave effective March 14, 2024 for limited special counsel legal services. (Funding Source: Various Funds)  Resolution approving a Legal Services Agreement with Redwood Public Law, LLP, Oakland, CA to provide City Attorney services for the City, and reappoint Jose Sanchez as City Attorney effective March 15, 2024; and authorizing the City Manager or his designee to execute the Agreement; and approving the modification to the Legal Services Agreement with Meyers Nave and authorizing the City Manager or his designee to execute the necessary action to execute this modification.

CITY MANAGER; Joseph Lopez, 209-577-5223, [email protected] ACTION: (Escutia-Braaton/Ricci; 7/0) Resolution 2024-102 approving a Legal Services Agreement with Redwood Public Law, LLP, Oakland, CA to provide City Attorney services for the City, and re-appoint Jose Sanchez as City Attorney effective March 15, 2024; and authorizing the City Manager or his designee to execute the Agreement; and approving the modification to the Legal Services Agreement with Meyers Nave and authorizing the City Manager or his designee to execute the necessary action to execute this modification.
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MATTERS TOO LATE FOR THE AGENDA
None.

ADJOURNMENT
This meeting adjourned at 7:49 P.M.

All Closed Session Matters Heard Prior to the Meeting

CLOSED SESSION
CONFERENCE WITH LEGAL COUNSEL — ANTICIPATED LITIGATION
One Case (Pursuant to Section 54956.9(d)(2) of the Government Code) CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION
Five Cases (Pursuant to Section 54956.9(d)(1) of the Government Code) Name of Case: Baljit Athwal, et al. v. Stanislaus County et al.

United States Eastern District
Case No.: 1:15-CV-00311
Georgia DeFilippo, et al. v. Stanislaus County et al.

United States Eastern District
Case No.: 1:18-CV-00496
Frank Carson v. Stanislaus County et al.

United States Eastern District
Case No.: 2:20-AT-00513
Eduardo Quintanar, Jr. v. Stanislaus County et al.

United States Eastern District
Case No.: 1:18-CV-01402
Walter W. Wells & Scott McFarlane v. Stanislaus County et al.

United States Eastern District
Case No.: 1:20-CV-00770
CONFERENCE WITH LABOR NEGOTIATOR:
(Pursuant to Section 54957.6 of the Government Code) – MCEA Negotiator: Christina Alger
Employee Organization: Modesto City Employees Association CONFERENCE WITH LABOR NEGOTIATOR:
(Pursuant to Section 54957.6 of the Government Code) – MCMA Negotiator: Christina Alger
Employee Organization: Modesto Confidential & Management Association #8..
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3/12/2024 5:30:00 PM
CONFERENCE WITH LABOR NEGOTIATOR:
(Pursuant to Section 54957.6 of the Government Code) – MPOA Negotiator: Christina Alger
Employee Organization: Modesto Police Officers’ Association CONFERENCE WITH LABOR NEGOTIATOR:
(Pursuant to Section 54957.6 of the Government Code) – MPNSA Negotiator: Christina Alger
Employee Organization: Modesto Police Non-Sworn Association CONFERENCE WITH LABOR NEGOTIATOR:
(Pursuant to Section 54957.6 of the Government Code) –MPMA Negotiator: Christina Alger
Employee Organization: Modesto Police Management Association CONFERENCE WITH LABOR NEGOTIATOR:
(Pursuant to Section 54957.6 of the Government Code) – MCFFA Negotiator: Christina Alger
Employee Organization: Modesto City Firefighters Association CONFERENCE WITH LABOR NEGOTIATOR:
(Pursuant to Section 54957.6 of the Government Code) – Unrepresented Negotiator: Christina Alger
Employee Organization: Unrepresented Management and Confidential Employees #8..
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

April 9, 2024
Date: March 19, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Steve Christensen, Budget Manager
SUBJECT: Fiscal Year 2023-24 General Fund Mid-Year Update Report CONTACT: Steve Christensen, Budget Manager, [email protected] 209-577-5390
DESCRIPTION:

Consider accepting the informational Fiscal Year 2023-24 General Fund Mid-Year Update Report and approving the recommended budget adjustments to the major General Fund revenues and expenditures in the Fiscal Year 2023-24 Annual Operating Budget. (Funding Source: General Fund)
STRATEGIC PLAN ELEMENT:

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

BACKGROUND:

Periodically, the Budget Division presents updates to the Finance Committee and Council on the status of the General Fund, including recommended adjustments to the Annual Operating, Capital Improvement and Multi-year Project budgets. The purpose of the update is to summarize financial results and to present any recommended adjustments to the Operating Revenue and Expense budgets as needed. In addition, the update will highlight any potential issues, concerns, or items of interest.

DISCUSSION:

The attached Fiscal Year 2023-24 General Fund Mid-Year Update report focuses on the performances of the City’s General Fund major revenue sources, as well as the various expenditures across the operating departments. The revenue data gathered through February 29, 2024, begins to show important trends in the revenue and expenditure data which has provided important insight into the projections that are described within the report pertaining to the General Fund’s fiscal year-end.
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City Council, April 9, 2024
Fiscal Year 2023-24 General Fund Mid-Year Update Report

To date, the General Fund has receipted 56% of the budgeted revenues through February 29, 2024. In terms of total revenues received, this is not uncommon at this point in the fiscal year, because some revenues tend to be delayed in terms of when they are receipted. Sales Tax also falls into this category as it is receipted two months in arrears. This means that the revenue received for the month of February will reflect actual sales tax receipts for the month of December 2023. In terms of the overall percentages shown in the attached report, this lag time contributes to some of the delay in revenues being receipted.

When compared to the total amount expended as a percentage, overall expenditures show that the City departments are slightly behind in their expenditure budgets. Additionally, the General Fund has expended 63% of the total expense budget. This is slightly lower than the expected amount of 67% for this point in the fiscal year. However, there are contributing factors associated with the 4% difference as indicated. The primary reason for the variance is caused by vacant positions resulting in salary savings across several General Fund departments:

Community Economic Development Department, Police Department, and Parks, Recreation and Neighborhoods Department.

FISCAL IMPACT:

This item contains multiple recommendations from staff to increase major General Fund revenue categories to correspond with the estimated projections for the fiscal year-end. The recommended revenue increases/decreases are as follows:

Account - Description Current Budget
Increase/
(Decrease) Revised Amount Category
41101 - Property Taxes - CY Secured Taxes $ 19,680,525 $ 349,576 $ 20,030,101 Property Tax - Property 41111 - Property Taxes - CY Unsecured $ 944,819 $ 114,982 $ 1,059,801 Property Tax - Property 42157 - Intergov - State - VLF Swap Adjustment $ 21,637,453 $ 445,661 $ 22,083,114 Property Tax - VLF Swap 41201 - Sales and Use Taxes $ 41,706,191 $ (800,000) $ 40,906,191 Sales Tax 42121 - Intergov - State - Motor Vehicle License Fee $ 165,000 $ 57,653 $ 222,653 Motor Vehicle Fees Grand Totals $ 84,133,988 $ 167,872 $ 84,301,860 The total recommended increases/decreases across the major General Fund revenues totals $167,872 for Fiscal Year 2023-24 and are explained in more detail in the Fiscal Year 2023-24 Mid-Year General Fund Update report.

No increases/decreases are being recommended for General Fund expenditure budgets at this time. However, staff will continue to monitor the General Fund expenditure budget and will return any changes of note to Council via the monthly budget adjustment process.

COMMITTEE RECOMMENDATION:

This item was presented to the Finance Committee on March 18, 2024, and was recommended to be forwarded to Council for approval.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution accepting the informational Fiscal Year 2023-24 General Fund Mid-Year Update Report and approving the recommended budget adjustments to the major General Fund revenues and expenditures in the Fiscal Year 2023-24 Annual Operating Budget. #9..
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City Council, April 9, 2024
Fiscal Year 2023-24 General Fund Mid-Year Update Report

Approved by:

Joseph P. Lopez, City Manager
Attachments:

1. Resolution

2. Fiscal Year 2023-24 General Fund Mid-Year Update Report #9..
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1 MODESTO CITY COUNCIL
RESOLUTION NO. 2024-

RESOLUTION ACCEPTING THE INFORMATIONAL FISCAL YEAR
2023-24 GENERAL FUND MID-YEAR UPDATE REPORT AND

APPROVING THE RECOMMENDED BUDGET ADJUSTMENTS TO

THE MAJOR GENERAL FUND REVENUES AND EXPENDITURES IN
THE FISCAL YEAR 2023-24 ANNUAL OPERATING BUDGET
WHEREAS, periodically the Budget Division presents updates to the Finance Committee and Council on the status of the General Fund, included adjustments to the Annual Operating, Capital Improvement, and Multi-year Project budgets, and WHEREAS, the Fiscal Year 2023-24 General Fund Mid-Year Update Report focuses on the performances of the City’s General Fund major revenue sources, as well as the various expenditures across the operating departments, and
WHEREAS, revenue data gathered through February 29, 2024, shows that the City has receipted 56% of the budgeted revenues and overall expenditures have only expended 63% of their total budgets in the General Fund, and
WHEREAS, staff has made multiple recommendations for revenue increases due to the strength of incoming receipts for revenues such as Property Tax - Property, Property Tax – VLF Swap, and Motor Vehicle Fees as shown in the chart below:

Account - Description Current Budget
Increase/
(Decrease) Revised Amount Category
41101 - Property Taxes - CY Secured Taxes $ 19,680,525 $ 349,576 $ 20,030,101 Property Tax - Property 41111 - Property Taxes - CY Unsecured $ 944,819 $ 114,982 $ 1,059,801 Property Tax - Property 42157 - Intergov - State - VLF Swap Adjustment $ 21,637,453 $ 445,661 $ 22,083,114 Property Tax - VLF Swap 41201 - Sales and Use Taxes $ 41,706,191 $ (800,000) $ 40,906,191 Sales Tax 42121 - Intergov - State - Motor Vehicle License Fee $ 165,000 $ 57,653 $ 222,653 Motor Vehicle Fees Grand Totals $ 84,133,988 $ 167,872 $ 84,301,860 NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby accepts the informational Fiscal Year 2023-24 General Fund Mid-Year Update Report and approves the recommended budget adjustments to the major General Fund revenues and expenditures, as noted above and in the report, in the Fiscal Year 2023-24 Annual Operating Budget.
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2 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 9th day of April 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 votes:

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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FISCAL YEAR 2023-24

MID-YEAR GENERAL FUND
UPDATE REPORT:

The Mid-Year General Fund Update Report is created by the Budget Division through the direction of the City Manager to provide a general update concerning the health of the City’s General Fund as well as any adjustments to its revenues and/or expenditures.

Information contained within this report seeks to provide data on the performance of the General Fund as the revenues are collected, and the expenditures continue through February of the current fiscal year.

Please note that the expenditures and revenues reported herein are through February 29, 2024 and may not reflect final figures for the month.

Created by the
Budget Division
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Fiscal Year 2023-24 General Fund Mid-Year Update
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General Fund Revenues
(Overview)
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eneral Fund revenues are classified into three categories: tax revenues, fee revenues, and other departmental revenues. Through February 29, 2024, the total General Fund revenues receipted are $103.5 million or approximately 56% of the total budgeted revenues for Fiscal Year 2023-24. This is representative of the normal rate of receipts at this time of the year for the General Fund. For comparison, at the same time last fiscal year, the City had received 55% of the total budgeted revenues (approximately $95.5 million). The main reason for the lag in terms of the percent received at this point in the fiscal year is due to the two months that the receipt of sales tax runs behind in terms of receipt of revenues, as well as the timing of some of the large payments related to Franchise Fees and Utility Users Tax as the year progresses.

The revenues received to date are spread across all three major revenue types and are broken down further in the chart below: Category Current Budget Actuals (as of Feb 29, 2024) Amount Outstanding % Received to Date Tax Revenues: Property Tax - Property $ 21,948,430 $ 13,050,445 $ 8,897,985 59% Property Tax - VLF Swap $ 21,637,453 $ 11,041,557 $ 10,595,896 51% Sales Tax $ 41,706,191 $ 19,184,917 $ 22,521,274 46%
Utility Users Tax $ 21,546,214 $ 11,595,100 $ 9,951,114 54% Transient Occupancy Tax $ 3,680,000 $ 1,869,131 $ 1,810,869 51% Business License/Mill Tax $ 16,594,603 $ 9,157,438 $ 7,437,165 55% Cannabis Tax $ 4,000,000 $ 2,003,202 $ 1,996,798 50%
Total Tax Revenues $ 131,112,891 $ 67,901,790 $ 63,211,101 52% Fee Revenues: Franchise Fees $ 5,582,755 $ 1,668,709 $ 3,914,046 30% Motor Vehicle Fees $ 390,000 $ 411,653 $ (21,653) 106% Construction Revenues $ 2,533,654 $ 1,730,434 $ 803,220 68% Total Fee Revenues $ 8,506,409 $ 3,810,796 $ 4,695,613 45% Other Revenues: Departmental Revenues $ 39,621,163 $ 31,836,087 $ 7,785,076 80% American Rescue Plan Act Funds $ - $ - $ - Measure H (General Fund Budget Structural Deficit) $ 6,178,633 $ - $ 6,178,633 0% Transfers In $ 628,640 $ - $ 628,640 0%
Total Other Revenues $ 46,428,436 $ 31,836,087 $ 14,592,349 69% Total Revenues $ 186,047,736 $ 103,548,673 $ 82,499,063 56% *Please note that Departmental Revenues category includes an amount of $5.6M in revenue for the Oakdale Fire Contract, $7.4M in revenue for the Ceres Fire Contract, $396K in revenue for Stanislaus Consolidated Fire contract, $375K in revenue for Turlock Fire contract, and $1.8M in revenue for Salida Fire contract which are all used to pay for offsetting expenditures.

Tax Revenues
Tax revenues represent 70.5% of the total General Fund operating revenue budget at $131.1 million of the total $186 million revenue operating budget for Fiscal Year 2023-24. As of February 29, 2024, $67.9 million of the budgeted $131.1 million has been received to date. This represents approximately 52% of the tax revenue budget being received. This is on target for this point-in-time during the year. The reason the percentage is slightly behind is due to the lag in the receipt of sales tax revenues of two months. What this means is that the sales tax received for the month of February is really for receipts for the month of December, which is two months prior.

Fee Revenues
Fee Revenues represent 4.6% of the total General Fund operating revenue budget at $8.5 million of the total $186 million revenue operating budget for Fiscal Year 2023-24. Many of the fee revenues G
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are generated from Franchise Fees which are collected as “rent” paid for the use of public right of way. These are negotiated costs to allow utility companies (telecommunications, natural gas, garbage, etc.) to access structures like transmission towers, sewage systems, and roads. The City collects approximately $5.58 million in franchise fees annually. Through February 29, 2024, $1.7 million has been collected in this revenue category (30% of the budgeted amount). This amount is behind what is expected for this time of the year only due to a timing of a payment in the Garbage Franchise Fee category. The payment is expected to come in the month of March/April and will get this revenue category back on track with estimated budget amounts.

Construction Revenues
Construction revenues are a sub-category of Fee Revenues and include all revenues collected in the Building Safety Division and the Planning Division in the Community and Economic Development Department (CEDD). These revenues represent approximately 1.4% of the total budgeted General Fund operating revenues for Fiscal Year 2023-24. They are budgeted at $2.5 million as of February 29, 2024.

Construction revenues received through February 29, 2024, are at approximately 68% of the budgeted amount. This is trending higher than the amounts collected in the previous fiscal year in terms of percentage collected (68% vs 60%) and total revenues ($1.73M vs $1.68M). This is positive news as strong construction revenues mean that there is continued activity in the building industry in the area. This is especially important as the City continues to look toward strengthening its economic development endeavors.

Other Revenues
Other Revenues represent 25% of the total General Fund operating revenue budget at $46.4 million of the total $186 million revenue operating budget for Fiscal Year 2023-24.

Other revenues include any revenue source that is received by departments and is not included in the tax or fee revenues categories as well as transfers into the General Fund from other funds.

These revenues are accounted for under the generating department and include a wide range of revenue sources such as direct charge revenue (all departments), fire inspection fees (Fire Department), league and facility rental fees (Parks, Recreation & Neighborhoods), and the McHenry Tax Sharing Agreement revenues (Non-Departmental).
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Fiscal Year 2023-24 General Fund Mid-Year Update
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General Fund Revenues
(Analysis)
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Property Tax Revenues Analysis
As of February 29, 2024, the first payment has been received in one of the sub-categories that makes up the property tax revenues, Property Tax – Property. The first payment for the second sub-category, Property Tax – Vehicle License Fee (VLF) Swap has also been received. These two payments are significant indicators of how the property tax revenues for the entire fiscal year will finish for the year. With both payments receipted a clearer picture can start to be made for this major tax revenue category for Fiscal Year 2023-24.

Property Tax – Property
In Fiscal Year 2023-24, the first installment of property tax was received in January in the amount of $11.02 million. This first payment is receipted under current year secured property taxes and is the bulk of the property tax revenue that is received. Other revenues that fall under Property Tax – Property include, current year unsecured, delinquent, delinquent unsecured, supplemental roll, and Redevelopment Property Tax Trust Fund (RPTTF) allocation. These revenue accounts make up the total amounts that sum up to the total Property Tax – Property amount received by the City.

With the first payment received, estimates for fiscal year-end 2023-24 show that the amounts for this revenue category are on track to be somewhat higher than the adopted budget amounts. Yearend estimates show that a total of $22.4 million is expected to be received based off the $11.02 million first payment which is higher than the current budgeted amount for Property Tax – Property. Staff will recommend an overall increase to this revenue by approximately $464 thousand for Fiscal Year 2023-24 based upon estimates for remaining revenues to be receipted.

Staff is recommending an increase to this category of revenue in the amount of $464,558 for Fiscal Year 2023-24.

Property Tax – VLF Swap
Property Tax – VLF Swap is the second portion of the revenues that makes up the total Property Tax category for the City. This revenue source came into effect with the passing of the State of California Budget in 2004 by then Governor Schwarzenegger. The budget included a swap of city and county vehicle license fee revenues for an additional property tax share. These additional VLF backfill funds, which equate to a dollar-for-dollar like amount of property taxes, also increase annually in proportion to the growth in assessed valuation in the local jurisdictions.

The first Property Tax – VLF Swap payment for the City has been received in the amount of $11.04 million in the month of February. The amount received in the first payment, is usually around 50% of the total payment that will be received for the year. With the Property Tax – VLF Swap revenue coming in higher than anticipated with this first payment, staff recommends increasing this revenue by an amount of $445 thousand for the fiscal year.

Staff is recommending an increase to this category of revenue in the amount of $445,661 for Fiscal Year 2023-24.
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Property Tax Charts:

Annual Property Tax
Annual Property Tax – Property
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Annual Property Tax – VLF – Swap
The preceding property tax charts show the trends that have been occurring since fiscal year 2015.

There has been a steady growth in both the Property Tax and VLF swap categories of this revenue source. At this point, the growth is expected to continue as the housing market remains strong and valuation of homes continues to grow because of the increased prices of homes. This revenue source will continue to be monitored as there will be a point in time when the prices will begin to decline and the City will want to stay ahead of any revenue decreases as much as possible. #9..
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Sales Tax Revenues Analysis
As of February 29, 2024, Sales Tax revenues received to date are approximately $19.1 million. This represents 46% of the total Sales Tax budgeted for the fiscal year ($41.7 million). Sales Tax is received by the City on a monthly basis but is receipted with a two-month lag time, meaning that the receipts received in any particular month are for the actual sales tax receipts two months prior.

For example, sales tax revenues accounted for in the month of February are for actual sales tax receipts made in the month of December (two months prior). This continuous two-month lag time is something that is closely monitored by Budget Division staff as estimates are created for fiscal year-end.

In Fiscal Year 2023-24, there have been a few categories of Sales Tax that have been on the decline in the last few quarters for the City. These have been in the industries of general retail, transportation, and construction. Certain sub-categories within the larger areas of industries have also seen decline in the third quarter of 2023 (covering the months of July through September).

These areas included service stations, miscellaneous retail, department stores, and building materials – wholesale.

Countywide Pool Sales Tax
The City continues to receive a significant portion of the County Pool related to the “origin sourcing” portion of sales tax. “Origin sourcing” is a sales tax practice under which sales tax for purchases of goods that are shipped to purchasers are generally sourced to the business location of the retailer where the sale originates.

Under current California Department of Tax and Fee Administration (CDTFA) regulations, a substantial portion of local use tax collections are allocated through a countywide pool to local jurisdictions, like Modesto, where the purchased property is put to its first functional use. Under the pool system, the tax is reported by the taxpayer to the countywide pool of use and then distributed to each jurisdiction in that county on a pro-rata share of taxable sales. If there is a situation where a county of use cannot be determined, then the allocation goes to the state pool for pro-rata distribution on a statewide basis.

The City of Modesto consistently receives anywhere between 32% to 38% of the allocation of the countywide pool described above. This share of sales tax can represent anywhere between $950 thousand to $1.8 million on a quarterly basis. These amounts contribute to the total sales tax figures that are shown in the annual figures reported by the City.

At this time current year-end projections are showing sales tax figures that are coming in lower than the prior fiscal year and lower than what was initially budgeted for the fiscal year when the budget was adopted. When the initial estimates for the current year were made, they were done with some optimism about some growth trends that were being seen in Fiscal Year 2022-23 with the analysis that they would continue into the current fiscal year. This has, so far, not been the case.

Inflation has seemed to impacted residents spending in ways that were unexpected due to the duration that inflation has continued. As inflation has continued through Fiscal Year 2023-24, the #9..
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impacts are being felt through somewhat diminished consumer and business spending in various categories. Categories that were growing in the prior fiscal year as inflation had yet to truly take hold, are now on the decline as belts begin to tighten on household incomes. Sales Tax will continue to be monitored through the year and as changes occur, staff will bring any updates back to City Council as needed.

Staff is recommending a decrease of $800,000 for this category for Fiscal Year 2023-24. #9..
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Sales Tax Charts
Annual Sales Tax Chart
Quarterly Sales Tax Chart
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Cannabis Tax Revenue Analysis
Cannabis Tax is beginning to be a normalized source of revenue and we are now beginning to see some annualized trends in the revenues each fiscal year. When the revenue began to be receipted back in the latter half of fiscal year 2018-19, it started slowly as there were not the full amount of Council approved dispensaries up and running at the time. Over the next six to eight months the dispensaries began to gain traction and permitted dispensaries became fully operational. Revenues began to increase steadily over the next fiscal year and a half and steadily rose to a consistent $400k+ per month in receipted revenues per month to the City. Since that time, cannabis revenues have dropped to an average of $285K per month in Fiscal Year 2023-24.

As of February 29, 2024, $2.0 million in Cannabis Tax revenue have been received for Fiscal Year 2023-24. This is approximately 50% of the budgeted amount of $4 million. Currently, staff is not recommending any changes in this revenue category. The average monthly revenues have increased from the prior fiscal year and have remained steady throughout Fiscal Year 2023-24. The Cannabis Tax revenues that have been receipted this year have not experienced the ups and downs that have been seen in the last two fiscal years and seem to be steadying. Staff will continue to monitor this revenue category and will evaluate the amount projected for Fiscal Year 2024-25.

Staff is recommending no change to this category of revenue for Fiscal Year 2023-24. #9..
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Cannabis Tax Revenue Charts
Monthly Cannabis Tax Revenues
Annual Cannabis Tax Revenues
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Fiscal Year 2023-24 General Fund Mid-Year Update
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The preceding charts show the trends for Cannabis Tax revenues and the growth initially seen and then the declines that have been seen since annually. The chart also shows that through the end of Fiscal Year 2022-23 through the current month of Fiscal Year 2023-24, the revenue trends have steadied for Cannabis Tax. It is expected that Fiscal year 2024-25 will continue to see steady revenues but not much of an increase in terms of growth in this category as the market continues to reach saturation in terms of number of dispensaries and market demand.

Other Tax Revenues
Business License/Mill Tax is tracking at a slightly slower pace to the previous fiscal year. To date 55% of the total budgeted revenue of $16.59 million. With Business License/Mill Tax larger total payments are typically received in the months of February and January. January in Fiscal Year 2023-24 had larger amounts received than in the prior fiscal year ($2.7M compared to $2.3M) and overall, the revenue received is approximately $394K higher than the prior fiscal year. Staff will continue to monitor this revenue source closely as the final amounts are receipted during the remainder of the fiscal year.

Staff is recommending is not recommending any change in the Business License/Mill Tax category currently for Fiscal Year 2023-24.

Other Fee Revenues
Motor Vehicle Fees are currently being receipted at a higher amount than the current budget ($390K budget vs $411K receipted as of February 29, 2024). It is estimated that an additional $36,000 will be receipted for the remainder of the year based on prior year historical receipts and what is typically collected in the months of March through June. Accordingly, staff is recommending an increase in this category of revenue.

Staff is recommending an increase in the Motor Vehicle Fees category for Fiscal Year 2023-24 in the amount of $57,653.

Departmental Revenue Analysis
Departmental revenues are coming in higher than anticipated at this time, but it will be an area that we continue to monitor. The revenues received are inflated by one revenue source that is tracked in the non-Departmental area as the Fair Market Value. This amount changes monthly as the amount is distributed amongst the various funds in the City. As of February, this amount is inflating the revenues shown in the Departmental Revenue category by approximately $10 million.

There are no other major areas of concern currently, and we continue to see strong revenues in areas like the McHenry Tax Sharing agreement. If anything changes in this category, the Budget Division will bring an item through the monthly budget adjustment process and be sure to update Council on any changes in these categories.

Staff is recommending is not recommending any changes to this category currently. #9..
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Fiscal Year 2023-24 General Fund Mid-Year Update
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Summary of Recommended Revenue Changes
Category Current Budget
Recommended Increase/
(Decrease) Revised Amount
Property Tax - Property $ 21,948,430 $ 464,558 $ 22,412,988 Property Tax - VLF Swap $ 21,637,453 $ 445,661 $ 22,083,114 Sales Tax $ 41,706,191 $ (800,000) $ 40,906,191
Motor Vehicle Fees $ 390,000 $ 57,653 $ 447,653
Grand Totals $ 85,682,074 $ 167,872 $ 85,849,946
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Fiscal Year 2023-24 General Fund Mid-Year Update
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General Fund Expenditures
(Analysis)
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Fiscal Year 2023-24 General Fund Mid-Year Update
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eneral Fund expenditures make up the total budgets from which departments pay for costs related to one of four expenditure categories. These categories include salary and benefit costs, internal service fund costs, discretionary costs, and transfers out to other funds. In the General Fund, there are 13 Operating Departments and one category for Transfers Out of the General Fund to other funds. The 13 Operating Departments make up a total General Fund operating expenditure budget of $191.7 million with the Transfers Out having a budget of $9.88 million. Including the variance rate of a credit of $7.5M, the total current General Fund operating expenditure budget in Fiscal Year 2023-24 is $194.1 million.

The table below shows the current budget and expenditures through February 29, 2024.

General Fund Department Expenditures
Department Current Budget Actuals (as of Feb 29, 2024) % of Budget Expended Police Department $ (85,706,476) $ (52,688,679) 61%
Fire Department $ (49,395,954) $ (34,139,812) 69%
Oakdale Fire Contract Expense $ (5,654,780) $ (3,940,841) 70% Ceres Fire Contract Expense $ (7,382,975) $ (5,125,366) 69% Stanislaus Consolidated Fire Contract Expense $ (389,819) $ (308,353) 79% Turlock Fire Contract Expense $ (300,754) $ (246,369) 82% Salida Fire Contract Expense $ (1,790,536) $ (1,250,165) 70% Parks, Recreation, and Neighborhoods $ (17,562,176) $ (10,022,734) 57% Community and Economic Development $ (5,712,735) $ (3,207,607) 56% Engineering Department $ (1,254,560) $ (693,442) 55%
City Council $ (529,831) $ (354,688) 67%
City Manager's Office $ (3,816,078) $ (2,309,330) 61%
Human Resources $ (1,916,205) $ (1,278,932) 67%
City Attorney's Office $ (1,946,616) $ (1,061,339) 55%
City Clerk's Office $ (950,241) $ (499,805) 53%
Office of the City Auditor $ (644,353) $ (157,834) 24%
Finance Department $ (6,291,973) $ (3,879,321) 62%
Non-Departmental $ (473,400) $ (80,380) 17%
Total Departmental Expenses $ (191,719,462) $ (121,244,995) 63% Transfers Out $ (9,880,825) $ (1,471,260) 15%
Variance Rate (5%) $ 7,490,471 $ - 0%
Total Department Expenses $ (194,109,816) $ (122,716,254) 63% At the point in time that the expenditure data was collected, one could expect an estimated expenditure rate of approximately 67% (8 months elapsed out of the fiscal year). The chart shows that the overall General Fund expenditures are below this rate at 63% expended. Like the overall rate of expenditure last fiscal year, we are seeing salary savings in some of the departments due to vacant positions which are resulting in some of the decreased level of expenditures now. The rate of expenditure of 63% would be much lower if it were just the salary savings that were factoring in, but there are also increases in other areas that are bringing up overall expenses such as the increased cost of goods, and the increased costs of contract services. These competing factors are growing the level of expenditures at the discretionary level just at a lower rate than that of the vacancy savings.

G
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Fiscal Year 2023-24 General Fund Mid-Year Update
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Below is a table that shows the breakdown of the expenditures from each department by appropriation unit category. As reminder the breakdown of expenditure categories is as follows:
 Appr Unit A – Salaries and Benefits
 Appr Unit AA – Intrafund Labor
 Appr Unit B – Internal Service Fund Charges
 Appr Unit C – Discretionary Charges
 Appr Unit D – Transfers Out
Department Current Budget
Actuals (as of
February 29, 2024)
Amount
Available % Expended
City Attorney's Office
Salaries and Benefits (Appr Unit A) $ 679,436 $ 449,048 $ 230,388 66% ISF Chargers (Appr Unit B) $ 138,932 $ 91,532 $ 47,400 66% Discretionary Charges (Appr Unit C) $ 1,128,248 $ 520,758 $ 607,490 46% City Attorney's Office Total $ 1,946,616 $ 1,061,339 $ 885,278 55% City Clerk's Office
Salaries and Benefits (Appr Unit A) $ 502,626 $ 393,632 $ 108,994 78% ISF Chargers (Appr Unit B) $ 50,039 $ 33,128 $ 16,911 66% Discretionary Charges (Appr Unit C) $ 397,576 $ 73,045 $ 324,531 18% City Clerk's Office Total $ 950,241 $ 499,805 $ 450,436 53% City Council
Salaries and Benefits (Appr Unit A) $ 366,924 $ 241,500 $ 125,424 66% ISF Chargers (Appr Unit B) $ 106,744 $ 70,670 $ 36,074 66% Discretionary Charges (Appr Unit C) $ 56,163 $ 42,518 $ 13,645 76% City Council Total $ 529,831 $ 354,688 $ 175,143 67%
City Manager's Office
Salaries and Benefits (Appr Unit A) $ 2,972,484 $ 1,754,051 $ 1,218,433 59% Intrafund Labor (Appr Unit AA) $ - $ (509) $ 509 N/A
ISF Chargers (Appr Unit B) $ 215,704 $ 142,906 $ 72,798 66% Discretionary Charges (Appr Unit C) $ 627,890 $ 412,881 $ 215,009 66% City Manager's Office Total $ 3,816,078 $ 2,309,330 $ 1,506,748 61% Community & Economic Development
Salaries and Benefits (Appr Unit A) $ 4,558,572 $ 2,470,607 $ 2,087,965 54% Intrafund Labor (Appr Unit AA) $ (266,242) $ (121,693) $ (144,549) 46% ISF Chargers (Appr Unit B) $ 654,371 $ 433,933 $ 220,438 66% Discretionary Charges (Appr Unit C) $ 766,034 $ 424,759 $ 341,275 55% Community & Economic Development Total $ 5,712,735 $ 3,207,607 $ 2,505,128 56% Engineering Department
Salaries and Benefits (Appr Unit A) $ 957,158 $ 554,418 $ 402,740 58% Intrafund Labor (Appr Unit AA) $ (28,898) $ (1,381) $ (27,517) 5% ISF Chargers (Appr Unit B) $ 78,634 $ 52,382 $ 26,252 67% Discretionary Charges (Appr Unit C) $ 247,666 $ 88,023 $ 159,643 36% Engineering Department Total $ 1,254,560 $ 693,442 $ 561,118 55% Finance Department
Salaries and Benefits (Appr Unit A) $ 4,741,910 $ 2,912,292 $ 1,829,618 61% Intrafund Labor (Appr Unit AA) $ (52,810) $ (32,322) $ (20,488) 61% ISF Chargers (Appr Unit B) $ 521,889 $ 345,948 $ 175,941 66% Discretionary Charges (Appr Unit C) $ 1,080,984 $ 653,404 $ 427,580 60% Finance Department Total $ 6,291,973 $ 3,879,321 $ 2,412,652 62% Fire Department
Salaries and Benefits (Appr Unit A) $ 41,511,871 $ 29,903,059 $ 11,608,812 72% Intrafund Labor (Appr Unit AA) $ (4,560) $ - $ (4,560) 0% ISF Chargers (Appr Unit B) $ 1,824,460 $ 1,216,307 $ 608,153 67% Discretionary Charges (Appr Unit C) $ 6,064,183 $ 3,020,446 $ 3,043,738 50% Fire Department Total $ 49,395,954 $ 34,139,812 $ 15,256,143 69% #9..
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Fire Department - Ceres Salaries and Benefits (Appr Unit A) $ 6,778,397 $ 4,776,385 $ 2,002,012 70% ISF Chargers (Appr Unit B) $ 261,952 $ 174,635 $ 87,317 67% Discretionary Charges (Appr Unit C) $ 342,626 $ 174,347 $ 168,279 51% Fire Department - Ceres Total $ 7,382,975 $ 5,125,366 $ 2,257,608 69% Fire Department - Oakdale
Salaries and Benefits (Appr Unit A) $ 5,145,521 $ 3,626,134 $ 1,519,387 70% ISF Chargers (Appr Unit B) $ 123,116 $ 82,077 $ 41,039 67% Discretionary Charges (Appr Unit C) $ 386,143 $ 232,630 $ 153,513 60% Fire Department - Oakdale Total $ 5,654,780 $ 3,940,841 $ 1,713,939 70% Fire Department - Salida
Salaries and Benefits (Appr Unit A) $ 1,660,832 $ 1,207,618 $ 453,214 73% ISF Chargers (Appr Unit B) $ 50,958 $ 33,972 $ 16,986 67% Discretionary Charges (Appr Unit C) $ 78,746 $ 8,575 $ 70,171 11% Fire Department - Salida Total $ 1,790,536 $ 1,250,165 $ 540,371 70% Fire Department - Stanislaus Consolidated
Salaries and Benefits (Appr Unit A) $ 378,216 $ 279,914 $ 98,302 74% ISF Chargers (Appr Unit B) $ 11,603 $ 7,735 $ 3,868 67% Discretionary Charges (Appr Unit C) $ - $ 20,704 $ (20,704) N/A Fire Department - Stanislaus Consolidated Total $ 389,819 $ 308,353 $ 81,466 79% Fire Department - Turlock
Salaries and Benefits (Appr Unit A) $ 288,936 $ 216,316 $ 72,620 75% ISF Chargers (Appr Unit B) $ 11,818 $ 7,879 $ 3,939 67% Discretionary Charges (Appr Unit C) $ - $ 22,174 $ (22,174) N/A Fire Department - Turlock Total $ 300,754 $ 246,369 $ 54,385 82% Human Resources Salaries and Benefits (Appr Unit A) $ 1,800,337 $ 1,219,815 $ 580,522 68% Intrafund Labor (Appr Unit AA) $ (138,733) $ (92,489) $ (46,244) 67% ISF Chargers (Appr Unit B) $ 193,998 $ 128,363 $ 65,635 66% Discretionary Charges (Appr Unit C) $ 60,603 $ 23,242 $ 37,361 38% Human Resources Total $ 1,916,205 $ 1,278,932 $ 637,273 67% Non-Departmental
Discretionary Charges (Appr Unit C) $ 473,400 $ 80,380 $ 393,020 17% Non-Departmental Total $ 473,400 $ 80,380 $ 393,020 17% Office of the City Auditor Salaries and Benefits (Appr Unit A) $ 529,705 $ 63,662 $ 466,043 12% ISF Chargers (Appr Unit B) $ 34,353 $ 22,810 $ 11,543 66% Discretionary Charges (Appr Unit C) $ 80,295 $ 71,361 $ 8,934 89% Office of the City Auditor Total $ 644,353 $ 157,834 $ 486,519 24% Parks, Recreation & Neighborhoods Salaries and Benefits (Appr Unit A) $ 9,144,361 $ 4,846,779 $ 4,297,582 53% Intrafund Labor (Appr Unit AA) $ (502,875) $ (358,784) $ (144,091) 71% ISF Chargers (Appr Unit B) $ 1,598,297 $ 1,067,711 $ 530,586 67% Discretionary Charges (Appr Unit C) $ 7,322,393 $ 4,467,028 $ 2,855,366 61% Parks, Recreation & Neighborhoods Total $ 17,562,176 $ 10,022,734 $ 7,539,442 57% Police Department
Salaries and Benefits (Appr Unit A) $ 66,732,548 $ 41,766,828 $ 24,965,720 63% Intrafund Labor (Appr Unit AA) $ (10,805) $ (304,159) $ 293,354 2815% ISF Chargers (Appr Unit B) $ 5,772,208 $ 3,847,948 $ 1,924,260 67% Discretionary Charges (Appr Unit C) $ 13,212,525 $ 7,378,062 $ 5,834,463 56% Police Department Total $ 85,706,476 $ 52,688,679 $ 33,017,796 61% Transfers Out
Transfers Out $ 9,880,825 $ 1,471,260 $ 8,409,565 15%
Transfers Out Total $ 9,880,825 $ 1,471,260 $ 8,409,565 15% Variance Rate Variance Rate $ (7,490,471) $ - $ (7,490,471) 0% Variance Rate Total $ (7,490,471) $ - $ (7,490,471) 0%
Grand Total $ 194,109,816 $ 122,716,254 $ 71,393,561 63% #9..
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The main takeaway from the information above is the Salaries and Benefits expenditures for departments like Parks, Recreation and Neighborhoods, Police, and Community and Economic Development. These departments, along with a few others, are seeing salary savings due to vacancies in positions within the departments. These vacancy savings are contributing to the somewhat lower overall expenditure rate in totality that is seen in the General Fund as of February 29, 2024. While other discretionary expenditures costs are rising due to inflation for the City as well, these costs are not rising at the same rate as the amount of savings that is being experienced due to position vacancies at this time. This will continue to be monitored closely by staff as the fiscal year continues to ensure that budget remain with current appropriations.

One area that has the potential to impact the fiscal year-end are the subsidies that are provided through transfers out to the Centre Plaza and the Parking Fund. The Centre Plaza and Parking Fund continue to experience heavy losses in revenues. Due to this, the General Fund has provided subsidies to these funds in past fiscal years. Should the either fund fall into a negative fund balance any subsidy would need to be funded by the General Fund. This will be closely watched by staff as we continue through the current fiscal year.

These revenues and expenditures will continue to be monitored for each of these funds in the next few months for potential impacts on the General Fund and will be reported back to Council if necessary.

Expenditure Conclusions
Overall expenditures are trending slightly lower than would be expected at this time in the fiscal year. This is being driven mainly by salary and benefit savings due to vacant positions that have occurred in the current fiscal year. Discretionary spending will continue to be monitored as well as the possibility of increased subsidy needs from the Centre Plaza and Parking Funds.

Staff is recommending no change to department expenditure budgets for Fiscal Year 2023-24 at this time.
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

April 9, 2024
Date: March 20, 2024
TO: Mayor and City Council
FROM: Joseph P. Lopez, City Manager
SUBJECT: Monthly Budget Adjustment Report – March 2024
CONTACT: Steve Christensen, Budget Manager, [email protected] 209-577-5390
DESCRIPTION:

Consider approving the recommended Budget Adjustments to Fiscal Year 2023-24 Annual Operating and Capital Improvement Program Budgets. (Funding Source: Various Funds)
STRATEGIC PLAN ELEMENT:

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

BACKGROUND:

Each month City staff presents a variety of budget adjustments requiring the approval of Council. These changes are submitted to the Finance Committee for review prior to submission to Council and include an explanation and justification for each transaction.

This report includes a number of adjustments that have been identified by monitoring department budgets. Due to the number of adjustments, they have been included as an attachment to this report (Exhibit A). As in past reports, adjustments are separated by fund and department as appropriate. The adjustments are reflected in a more summarized version and supporting documentation is available for review upon request.

Also included in this report as an attachment (Exhibit B) is a summary of the budget adjustments approved by the City Manager and/or Budget Manager consistent with the authority levels that was approved by Council with the passing of the Fiscal Year 2023-24 Operating Budget via Resolution No. 2023-267.

DISCUSSION:

The monthly budget adjustments attached as Exhibit A in this item include adjustments across various departments. These adjustments are explained in further detail within Exhibit A. #10..
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City Council, April 9, 2024
Monthly Budget Adjustment Report – March 2024

FISCAL IMPACT:

The fiscal impact of each item is noted in the attachments to this report. The adjustments are for Fiscal Year 2023-24.

COMMITTEE RECOMMENDATION:

This item was presented to the Finance Committee on March 18, 2024, and was recommended to be forwarded to Council for approval.
 It should be noted there is an additional item added after Finance Committee on March 18, 2024, due to the urgency to adjustment the budget in the amount of $359,315 to reappropriate the approved Measure H quick win related to the extension with Grover Landscape contract services for Forestry needs. This was approved by Council on February 14, 2023 per Resolution 2023-062. The reappropriation is necessary as the expense had some activity in Fiscal Year 2023-24 and is being utilized to reduce the backlog for current GoModesto service requests, inspections, and to assist with removing dead and diseased trees.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

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.

Approved by:

Joseph P. Lopez, City Manager
Attachments:

1. Resolution

2. Exhibit A – Budget Adjustments Requiring Council Approval

3. Exhibit B - Staff Approved Budget Adjustments
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04/09/2024/Budget/SChristensen/Item X 1 2024-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2024-
RESOLUTION AMENDING THE 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
WHEREAS, a financial analysis has been completed and it has been determined that a budget adjustment is required to the Annual and Capital Improvement Budgets of the City of Modesto for Fiscal Year 2023-24.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves amending the Fiscal Year 2023-24 Annual Operating and Capital Improvement budget as shown in Exhibit A, which is attached hereto and incorporated by reference herein.

BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to take the necessary steps to implement the provisions of this resolution. #10..
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04/09/2024/Budget/SChristensen/Item X 2 2024-XX
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 9th day of April 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 votes:

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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City Council, April 9, 2024
Monthly Budget Adjustment Report

EXHIBIT A
FISCAL YEAR 2023-24

UTILITIES
 A budget adjustment in the amount of $898,560 is necessary in the Wastewater Operations Fund (4210) to establish the revenue budget for Project 101290 - River Trunk - Gravity System. As part of the expenses associated with the River Trunk Realignment Gravity System Project, the construction of the West Modesto – County Area 9 Sewer Infrastructure Improvements – Colorado Sewer Main will connect residential properties within the Colorado Avenue Community to the City’s sewer system and will be funded by Stanislaus County. This item went to Council on December 14, 2021, and resolution 2021-508 accepted the funding agreement between the City and the County, but did not recognize the revenue from the County. This adjustment is budgeting revenue to be received from the County.

FINANCE
 A budget adjustment in the amount of $250,000 is necessary in the Inventory Purchase Fund (5110). This request is being derived from the trend we are seeing along with what we have calculated averaging for the remainder of the Fiscal Year. In addition, the Stores Division accommodating City departments requests of bringing in new parts we were not originally anticipating.
 A budget adjustment in the amount of $300,000 is necessary in the Inventory Purchase Fund (5110) for additional parts needed by the Water Department that were unforeseen on the previous budget adjustment. There are an additional 2,000 registers that are needed through the end of this fiscal year that we ordered for them.

PUBLIC WORKS – MEASURE H
 A budget adjustment in the amount of $359,315 is necessary to reappropriate the approved Measure H quick win related to the extension with Grover Landscape contract services for Forestry needs. This was approved by Council on February 14, 2023 per Resolution 2023-062. The reappropriation is necessary as the expense had some activity in Fiscal Year 2023-24 and is being utilized to reduce the backlog for current GoModesto service requests, inspections, and to assist with removing dead and diseased trees.
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Department Director/Budget Manager/City Manager Approved Budget Adjustments EXHIBIT B For FY2023/24
AT #
Approve
d by CM,
BM or
DD
Fund Fund Name Cost Ctr/Project Name Account Name Rev/Exp/TI/ TO Account
Current
Budget
Increase
(Decrease)
Revised
Budget Description
AT-095 CM 1342 Police Grants Fund 101577 -National Night Out Tools and Field Supplies Exp $ - 35,000 $ $ 35,000 AT-095 CM 1342 Police Grants Fund 101577 -National Night Out Misc. Donations/Contributions Rev $ - 35,000 $ $ 35,000 Total Changes for Fund 1342 $ - $ 70,000 $ 70,000
AT-091 BM 3140 Parks CIP 101276 -Cesar E. Chavez Park Reno CTGY-CIP Exp $ 334,070 (24,000) $ $ 310,070 AT-091 BM 3140 Parks CIP 101279 -Cesar E. Chavez Park Reno EDA Exp $ 950,000 24,000 $ $ 974,000 Total Changes for Fund 3140 $ 1,284,070 $ - $ 1,284,070 AT-092 BM 3130 Parks Fund 100984 -Awesome Spot Environmental Exp $ 1,000 (1,000) $ AT-092 BM 3130 Parks Fund 100984 -Awesome Spot EDA Exp $ 18,000 1,000 $ AT-092 BM 3130 Parks Fund 101332 -Mellis Park Signs AUC-CON Exp $ 15,000 (2,763) $ $ 12,237 AT-092 BM 3130 Parks Fund 100984 -Awesome Spot CON Exp $ 171,250 2,763 $ AT-092 BM 3130 Parks Fund 101332 -Mellis Park Signs Transfer in Fund 0100 TI $ 15,000 (2,763) $ $ 12,237 AT-092 BM 3130 Parks Fund 100984 -Awesome Spot CON TI $ 75,000 2,763 $ $ 77,763 Total Changes for Fund 3130 $ 295,250 $ - $ 102,237
AT-093 CM 3218 Kiernan Business Park South #2
CFD Fund - Capital
CED - Kiernan Business Park South #2
CFD Annex Services City Forces - Interfund Exp $ - 17,250 $ $ 17,250 A budget adjustment is necessary to establish the initial project budget. Another adjustment will be completed on a future item to establish the full project budget needed.

AT-093 CM 3218 Kiernan Business Park South #2
CFD Fund - Capital
CED - Kiernan Business Park South #2
CFD Annex Professional Services Exp $ - 10,000 $ $ 10,000 AT-093 CM 3218 Kiernan Business Park South #2
CFD Fund - Capital
CED - Kiernan Business Park South #2
CFD Annex Legal Services Exp $ - 5,000 $ $ 5,000
Total Changes for Fund 3218 $ - $ 32,250 $ 32,250
AT-088 CM 4180 Water Fund CIP 101571 - Kiernan Ave Water Main Ext EDA - Eng./Design/Admin Exp $ - 50,000 $ $ 50,000 A budget adjustment is necessary to establish the initial project budget. Another adjustment will be completed on a future item to establish the full project budget needed.

AT-090 BM 4180 Water Fund CIP 101286 -Bystrom Water Main Construction Exp $ 2,500,000 (350,000) $ $ 2,150,000 AT-090 BM 4180 Water Fund CIP 101286 -Bystrom Water Main Eng./Design/Admin Exp $ 150,000 350,000 $ $ 500,000 AT-094 BM 4180 Water Fund - CIP Projects 100846 - Highway Village S&R Eng./Design/Admin Exp $ 489,396 (80,000) $ $ 409,396 AT-094 BM 4180 Water Fund - CIP Projects 100846 - Highway Village S&R Construction Admin Exp $ 731,261 80,000 $ $ 811,261 Total Changes for Fund 4180 $ 3,870,657 $ 50,000 $ 3,920,657 A budget adjustment is necessary to reallocate funds from the EDA task to the CA task to cover expenses related with a consultant agreement. The overall project is not changing.

A budget adjustment is necessary to establish the initial project budget. The budget is recognizing revenue and amending the expense budget in the same amount.

A budget adjustment is required to increase the EDA task to cover remaining design invoices and change order requests. The funds are being moved within the project and the overall project budget is not changing.

A budget adjustment is necessary to re-allocate funds within task in Project 101286.

The funds are being moved within the project and the overall project budget is not changing.

A budget adjustment is necessary to decrease the expenditure budget for the Mellis Family Park project as the project is complete. The funds are being re-allocated to the Awesome Spot Playground due to the need for additional funds for the project.

Both projects reside in the Parks Fund 3130 and funding is simply shifting from one project that is now complete to another one that is still ongoing.

A budget adjustment of $32,250 is necessary to establish a budget for CFD Formation- Kiernan Business Park South #2.
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

April 9, 2023
Date: March 19, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Jose M. Sanchez, City Attorney
Christina Alger, Director of Human Resources
SUBJECT: Second Amendment to Legal Services Agreement with Castillo, Moriarty, Tran & Robinson for continued representation
CONTACT: Jose M. Sanchez, City Attorney, 209-577-5284, [email protected] DESCRIPTION:

Consider approving a Second Amendment to the Legal Services Agreement with Castillo, Moriarty, Tran & Robinson in the amount of $250,000, for a total agreement amount not to exceed $495,000 for continued representation in police related matters. (Funding Source:

General Liability Insurance Fund)
STRATEGIC PLAN ELEMENT:

This item supports the City’s 2020-2025 Strategic Plan Goals to build a high-performance organization and improve community safety.

BACKGROUND:

On September 22, 2022, the City entered into a Legal Services Agreement with Castillo, Moriarty, Tran & Robinson (CMTR) to represent the City in police litigation matters for an amount not to exceed $45,000. On February 14, 2023, by Resolution No. 2023-45, Council approved a First Amendment to the Legal Services Agreement with CMTR in the amount of $200,000 for a total Agreement amount of $245,000 for continued representation in police litigation matters.

DISCUSSION:

CMTR continues to represent the City in a number of police related litigation matters and cases which are being prepared for trial. This Second Amendment will provide a budget for continued representation for those cases and future assigned matters as needed.

Modesto Municipal Code Section 8-3.203 generally requires all purchases which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(f) “Where the Purchasing Manager, in her discretion, determines that it is appropriate to amend the services or goods #11..
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City Council, April 9, 2024
Second Amendment to Legal Services Agreement with Castillo, Moriarty, Tran & Robinson for continued representation

provided under the existing agreement to include additional similar goods or services, of limited quantity or scope, in order to increase efficiency and avoid delays or disruptions to City projects or services.

FISCAL IMPACT:

Costs for Castillo, Moriarty, Tran & Robinson will be absorbed within the General Liability Insurance Fund current operating budget with a not to exceed amount of $495,000.

COMMITTEE RECOMMENDATION:

This item was not presented to a Council Committee.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving a Second Amendment to the Legal Services Agreement with Castillo, Moriarty, Tran & Robinson in the amount of $250,000, for a total Agreement amount not to exceed $495,000, for continued representation in police litigation matters and authorizing the City Manager or his designee, to execute the amendment.

Approved by: _____
Jose M. Sanchez, City Attorney
_____
Christina Alger, Director of Human Resources
_____
Joseph P. Lopez, City Manager
Attachments:

1. Resolution

2. Second Amendment to Legal Services Agreement-CMTR

3. First Amendment to Legal Services Agreement- CMTR

4. Legal Services Agreement- CMTR
#11..
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MODESTO CITY COUNCIL
RESOLUTION NO. 2024-XX

RESOLUTION APPROVING A SECOND AMENDMENT TO THE LEGAL

SERVICES AGREEMENT WITH CASTILLO, MORIARTY, TRAN &
ROBINSON IN THE AMOUNT OF $250,000, FOR A TOTAL AGREEMENT AMOUNT NOT TO EXCEED $495,000, FOR CONTINUED REPRESENTATION

IN POLICE LITIGATION MATTERS AND AUTHORIZING THE CITY

MANAGER OR HIS DESIGNEE, TO EXECUTE THE AMENDMENT
WHEREAS, on September 22, 2022, the City entered into a Legal Services Agreement with Castillo, Moriarty, Tran & Robinson (CMTR) to represent the City in police litigation matters for an amount not the exceed $45,000; and WHEREAS, on February 14, 2023, by Resolution No. 2023-45, Council approved a First Amendment to the Legal Services Agreement with CMTR in the amount of $200,000 for a total Agreement amount of $245,000 for continued representation in police litigation matters; and
WHEREAS, an increase to the agreement budget in the amount of $250,000 is necessary to support continued services, for a total agreement amount not to exceed $495,000; and
WHEREAS, Section 8-3.203 generally requires all purchases which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid.

However, exceptions to the formal bidding process are granted in MMC 8-3.204(f) “Where the Purchasing Manager, in her discretion, determines that it is appropriate to amend the services or goods provided under the existing agreement to include additional similar goods or services, of limited quantity or scope, in order to increase efficiency and avoid delays or disruptions to City projects or services; and #11..
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WHEREAS, the City has drafted a Second Amendment to the Legal Services agreement with Castillo, Moriarty, Tran & Robinson for continued services.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves a Second Amendment to the Legal Services Agreement with Castillo, Moriarty, Tran & Robinson in the amount of $250,000, for a total agreement amount not to exceed $495,000 for continued representation in police litigation matters, and further authorizes the City Attorney to execute such Second Amendment in a form substantially similar to Exhibit A.

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

The foregoing resolution was introduced in a regular meeting of the Council of the City of Modesto held on the 9th day of April 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
#11..
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SECOND AMENDMENT TO LEGAL SERVICES AGREEMENT
This Second Amendment to the Legal Services (this “Second Amendment”), is made and entered into on 9th day of April 2024 (“Effective Date”), by and between the CITY OF MODESTO, a California Municipal Corporation (“City”), and CASTILLO, MORIARTY, TRAN & ROBINSON (“Attorney”), located at 75 Southgate Ave., Daly City, California 94015. City and Attorney are hereinafter collectively referred to as the “Parties,” and singularly as “Party”.

RECITALS
WHEREAS, City and Attorney entered into a Legal Services Agreement (“Agreement”) to provide litigation, trial counsel, legal advice, representation and assistance to City in relation to police matters including use of force and the discharge of a weapon; and WHEREAS, Attorney is specially trained, experienced and competent to perform such services; and
WHEREAS, the public interest, economy and general welfare will be served by the Agreement; and
WHEREAS, City and Attorney desire to amend the Agreement for further service by increasing the previously approved amount of fees from $245,000 to $495,000.

NOW, THEREFORE, it is hereby agreed that the Legal Services Agreement between the City of Modesto and Castillo, Moriarty, Tran & Robinson dated September 22, 2022 and amended on February 14, 2023 by Resolution No. 2023-45, is amended as follows:

1. Section 2(a) of Paragraph 2, “Fees and Costs,” is amended to state as follows:
“The total of all fees paid to Attorney for the performance of all services set forth in Section 1 (thereafter the “Service”), and for all authorized Reimbursable Expenses (as defined hereafter), shall not exceed a total sum of four hundred, ninety-five thousand dollars ($495,000).”

2. Entire Agreement. The parties to this Second Amendment understand and agree that except as stated herein all terms and conditions of the original Agreement, dated September 22, 2022, remain in full force and effect to the extent they are not in conflict with this Second Amendment. This document, including all exhibits, contain the entire amendment to the Agreement between the Parties and supersedes whatever oral or written understanding they may have had prior to the execution of this Second Amendment. No alteration to the terms of this Second Amendment shall be valid unless approved in writing by Attorney and by City, in accordance with applicable provision of the Modesto City Code. #11..
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3. Authority. The person signing this Second Amendment for Attorney hereby represents and warrants that he/she is fully authorized to sign this Second Amendment on behalf of Attorney and to bind Attorney to the performance of its obligations hereunder.

IN WITNESS WHEREOF, the Parties have executed this Second Amendment as of the dates stated below.

CITY OF MODESTO,
A Municipal Corporation
By:

Print name: Joseph P. Lopez
Title: City Manager
APPROVED TO AS FORM:
_____________________________________
Jose M. Sanchez, City Attorney
ATTEST:
____________________________________
Diane Nayares-Perez, City Clerk
________________________________
Christina Alger, Human Resources Director
[Signatures Continued on Next Page.]
#11..
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ATTORNEY:

CASTILLO, MORIARTY, TRAN & ROBINSON
_____________________________________
88-3503648
Federal I.D. No.
202022214002
State I.D. No.
_____N/A_________________________________
City of Modesto Business Op. Tax Cert. No.

TYPE OF BUSINESS ENTITY (check one):
_____ Individual/Sole Proprietor
_____ Partnership
_____ Corporation
_____ Limited Liability Company
_____ Other (please specify: ______________)
______________________________________
Signature of Authorized Person
____Partner_____________________________
Title
______________________________________
Additional Signature (if required)
______________________________________
Title
#11..
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FIRST AMENDMENT TO LEGAL SERVICES AGREEMENT
This First Amendment to the Legal Services (this “First Amendment”), is made and entered into on 14
th day of February 2023 (“Effective Date”), by and between the CITY OF MODESTO, a California Municipal Corporation (“City”), and CASTILLO, MORIARTY, TRAN & ROBINSON (“Attorney”), located at 75 Southgate Ave., Daly City, California 94015. City and Attorney are hereinafter collectively referred to as the “Parties,” and singularly as “Party”.

RECITALS
WHEREAS, City and Attorney entered into a Legal Services Agreement (“Agreement”) to provide litigation, trial counsel, legal advice, representation and assistance to City in relation to police matters including use of force and the discharge of a weapon; and WHEREAS, Attorney is specially trained, experienced and competent to perform such services; and
WHEREAS, the public interest, economy and general welfare will be served by the Agreement; and
WHEREAS, City and Attorney desire to amend the Agreement for further service by increasing the previously approved amount of fees from $45,000 to $245,000.

NOW, THEREFORE, it is hereby agreed that the Legal Services Agreement between the City of Modesto and Castillo, Moriarty, Tran & Robinson dated September 22, 2022, is amended as follows:

1. Section 2(a) of Paragraph 2, “Fees and Costs,” is amended to state as follows:
“The total of all fees paid to Attorney for the performance of all services set forth in Section 1 (thereafter the “Service”), and for all authorized Reimbursable Expenses (as defined hereafter), shall not exceed a total sum of two hundred, forty five thousand dollars ($245,000).”

2. Entire Agreement. The parties to this First Amendment understand and agree that except as stated herein all terms and conditions of the original Agreement, dated September 22, 2022, remain in full force and effect to the extent they are not in conflict with this First Amendment. This document, including all exhibits, contain the entire amendment to the Agreement between the Parties and supersedes whatever oral or written understanding they may have had prior to the execution of this First Amendment. No alteration to the terms of this First Amendment shall be valid unless approved in writing by Attorney and by City, in accordance with applicable provision of the Modesto City Code.

DocuSign Envelope ID: 7ABD740C-F8FF-4B3B-889E-4470696A8CAB #11..
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3. Authority. The person signing this First Amendment for Attorney hereby represents and warrants that he/she is fully authorized to sign this First Amendment on behalf of Attorney and to bind Attorney to the performance of its obligations hereunder.

IN WITNESS WHEREOF, the Parties have executed this First Amendment as of the dates stated below.

CITY OF MODESTO,
A Municipal Corporation
By:

Print name: Joseph P. Lopez
Title: City Manager
APPROVED TO AS FORM:
_____________________________________
Jose M. Sanchez, City Attorney
ATTEST:
____________________________________
Diane Nayares-Perez, City Clerk
________________________________
Joe Rodriguez, Risk Manager
[Signatures Continued on Next Page.]
DocuSign Envelope ID: 7ABD740C-F8FF-4B3B-889E-4470696A8CAB 3/6/2023
#11..
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ATTORNEY:

CASTILLO, MORIARTY, TRAN & ROBINSON
_____________________________________
88-3503648
Federal I.D. No.
202022214002
State I.D. No.
_____N/A_________________________________
City of Modesto Business Op. Tax Cert. No.

TYPE OF BUSINESS ENTITY (check one):
_____ Individual/Sole Proprietor
_____ Partnership
_____ Corporation
_____ Limited Liability Company
_____ Other (please specify: ______________)
______________________________________
Signature of Authorized Person
____Partner_____________________________
Title
______________________________________
Additional Signature (if required)
______________________________________
Title
DocuSign Envelope ID: 7ABD740C-F8FF-4B3B-889E-4470696A8CAB #11..
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Legal Services Agreement
City of Modesto and Castillo, Moriarty, Tran & Robinson 1

LEGAL SERVICES AGREEMENT
This Agreement for Legal Services (this “Agreement”) is made and entered into on the 22nd day of September, 2022 (“Effective Date”), by and between the CITY OF MODESTO, a California Municipal Corporation (“CITY”), located at 1010 Tenth Street, Sixth Floor, Modesto, California 95353 and CASTILLO, MORIARTY, TRAN & ROBINSON (“Attorney”), located at 75 Southgate Ave., Daly City, California 94015. City and Attorney are hereinafter collectively referred to as the “Parties,” and singularly as a “Party.”

RECITALS
WHEREAS, City desires to obtain Attorney’s services with respect to providing litigation, trial counsel, legal advice, representation and assistance to City in relation to police matter including use of force and the discharge of a weapon; and WHEREAS, Attorney is specially trained, experienced and competent to perform such services; and
WHEREAS, the public interest, economy and general welfare will be served by this Agreement.

NOW, THEREFORE it is hereby agreed as follows:

1. Services.
a. Scope of Work: Subject to the terms and conditions set forth in this Agreement, Attorney shall provide to City the following services (“Services”):

Perform such work that may be necessary and reasonable in relation to police matters including use of force and the discharge of a weapon; including but not limited to: trial counsel, discovery, pleadings, securing and working with experts, and participating in any pretrial negotiations.

Attorney shall not be compensated for services outside the scope of work identified under this Section unless prior to the commencement of such services:
(i) Attorney notifies City and City agrees that such services are outside the scope of work under this Section; (ii) Attorney estimates the additional compensation required for these additional services; and (iii) City, after notice, approves in writing a Supplemental Agreement specifying the additional services and amount of compensation therefor.
b. Term: This Agreement shall become effective on the Effective Date and shall continue in effect until both Parties have fully performed their respective obligations under this Agreement unless sooner terminated as provided in Section

7. DocuSign Envelope ID: 85C3D858-A572-4C74-B84C-D55C6CA35512 #11..
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Legal Services Agreement
City of Modesto and Castillo, Moriarty, Tran & Robinson 2

2. Fees and Costs.
a. Hourly Rates:

Partner: $225 per hour
Associate: $215 per hour
Paralegal: $105 per hour
The total of all fees paid to Attorney for the performance of all services set forth in Section 1 (hereafter the “Services”), and for all authorized Reimbursable Expenses (as defined hereafter), shall not exceed the total sum of forty-five thousand dollars ($45,000).
b. Reimbursable Expenses. City shall reimburse Attorney for the actual, reasonable and necessary expense of travel out of the Modesto metropolitan area, (including travel to meetings in Modesto), approved in advance, at the IRS rate currently $0.62.5 per mile). Attorney will not charge City for the cost of telephone calls. Litigation costs and expenses for statutory fees, witness fees, reporters’ per diem and stenographic transcriptions, jury fees, and the expenses of serving process shall be advanced by Attorney and reimbursed by City. Expert consultants and witnesses may be retained by Attorney on terms acceptable to City, approved in advance by email or letter by the City Representative (as defined hereafter), in which case City shall reimburse Attorney or pay such consultants or experts directly.
c. Billing:
i. Legal billings shall be submitted to City every thirty (30) days unless otherwise advised. Bills shall be submitted to:

City Attorney
1010 Tenth Street, Suite 6300
Modesto, CA 95354
ii. Each task shall be distinctly and completely identified. In litigation matters, such as this, City will not pay invoices that contain block billing.

Each billing entry must contain the initials of the individual performing the task, the nature of the task, the date it was performed, and the length of time it took.
iii. Costs under $1,000.00 shall be paid by Attorney and submitted with their DocuSign Envelope ID: 85C3D858-A572-4C74-B84C-D55C6CA35512 #11..
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Legal Services Agreement
City of Modesto and Castillo, Moriarty, Tran & Robinson 3 normal billing.
iv. City reserves the right to audit all invoices.
v. Payments to Attorney shall be made within a reasonable time after receipt of Attorney’s invoice, generally within sixty (60) days of receipt.

Attorney shall be responsible for supplying all documentation necessary to verify the monthly billings to the satisfaction of City. vi. In addition to the provisions stated elsewhere in this Agreement regarding the payment of fees, billing and budgeting, the following guidelines for billing apply:
(1) City expects each individual working on the matter for which Attorney is retained to have the necessary experience to perform the services required to protect or pursue City’s interests in the matter in a cost effective manner, consistent with high professional and ethical standards.
(2) City expects Attorney to select the individual most suitable for the task required and the specific needs of the matter, and to use the maximum efficiencies available. Billings for services performed by the inappropriate level of personnel will be reduced by City based on rate adjustments for the appropriate level of personnel. (3) City will not pay for unnecessary review of texts, codes, rules of court, or other fundamental references. City will pay the hourly rate for specific legal research which is unique to the matter, assuming that Attorney has used maximum efficiencies and that Attorney has not already recently performed research in the same or very similar areas of law.
(4) City acknowledges the benefit of communications between attorneys in the firm. City does, however, expect that intra-office conferences will only be held as needed, and will be kept to a minimum. Intra-office conferences shall be for the purpose of discussing strategy and legal issues which directly further the matter. City will not pay for conferences which are supervisorial, instructional or administrative. Any invoice which lists an intraoffice conference that does not meet these guidelines must contain a full explanation and is subject to reduction by City. City will not pay for “team meetings” and City will scrutinize all intra-office conferences for “value added” to the matter by the conference, for the number of individuals attending the conference, the length of the conference, the subjects discussed at the conference and who DocuSign Envelope ID: 85C3D858-A572-4C74-B84C-D55C6CA35512 #11..
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Legal Services Agreement
City of Modesto and Castillo, Moriarty, Tran & Robinson 4 participated in it, and will, in City’s sole discretion, determine if such value has been added.
(5) City will not pay for local telephone calls, incoming facsimiles, postage, time spent on filing, calendaring, indexing pleadings, conferences with Clerks of court or court reporters, proofreading, re-drafting due to substandard work, or opening, organizing or closing files. City will not pay for time billed by summer interns or associates, time for more than one individual to attend a trial, hearing, court appearance, arbitration, mediation, deposition, third party meeting, conference call or similar event, unless otherwise approved by City in advance.
(6) Vague billing which does not contain sufficient information to allow City’s reviewer of the invoice to determine the nature of the task, the reason for the task, and the individual performing the task is subject to reduction by City.
(7) City will not reimburse for overtime, word processing, supplies, anything identified on an invoice as “miscellaneous,” or any other unidentified charges.
d. Budget:
i. Within ten (10) days of the Effective Date, Attorney shall provide City with a proposed budget for the Services to be rendered pursuant to this Agreement. If Services involve tasks that have not yet been assigned by City, Attorney shall provide City with a proposed budget for all assigned new tasks with ten (10) days of receiving written notice from the City assigning Attorney the new task. Total compensation for all tasks under this Agreement shall not exceed the total compensation under Section 2 of this Agreement. The budget shall include all projected fees and costs to be incurred by Attorney and necessary for completion of the Services necessary to conclude the representation. The budget shall be a good faith estimate and shall be as complete and detailed as reasonable possible, including such things as discovery and motions for trial, preparation of documents for transactional services, and anticipated research and investigations. The proposed budget shall identify the projected total hours that will be billed to each task, and the individual that are anticipated to be performing the task. Any deviation from the budget in excess of ten percent (10%), must be approved in advance by the City Attorney or designee. Notwithstanding the foregoing, Should it become reasonably apparent to Attorney that the actual billings will exceed Attorney’s initial estimate of anticipated legal costs and fees, Attorney shall immediately notify City thereof in advance and shall submit a DocuSign Envelope ID: 85C3D858-A572-4C74-B84C-D55C6CA35512 #11..
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Legal Services Agreement
City of Modesto and Castillo, Moriarty, Tran & Robinson 5 revised written estimate for City’s approval.

3. Reporting.
a. Attorney shall provide City with a preliminary status report and evaluation within thirty (30) days of the Effective Date and the assignment of such task which report shall include an evaluation of the likelihood the City will prevail, the total exposure to the City if it loses, major strengths and weaknesses in the City’s defense, and a budget of the anticipated total costs and fees for Attorney and experts through trial. Thereafter, Attorney shall provide a status update to the City representative, as defined in Section 4, every sixty (60) days on any matter under this Agreement.
b. Attorney shall provide to City representative an electronic version of all agreement, pleadings, motions, and discovery documents filed or propounded by Attorney in a Microsoft Word format compatible with that used by the City Attorney’s office.
c. In the event that Attorney’s handling of the above-designated matter exceeds a period of twenty-four (24) months, Attorney shall, in addition to providing regular status reports to City, also report directly to the City representative on an annual basis and no later than March 30th of each year, setting forth in detail the status of the matter, and Attorney’s plan for further handling of the matter, and the estimated length of time to conclude the matter.

4. City Representative. The City Attorney, or the City Attorney’s designee, shall be the “City Representative” under this Agreement and shall administer this Agreement for City, including any payments hereunder. All Attorney questions pertaining to this Agreement shall be referred to the City Representative or the Representative’s designee.

5. Insurance Requirements. During the entire term of this Agreement, Attorney shall maintain the following insurance:
a. Minimum Scope of Insurance: Coverage should be at least as broad as:
i. Insurance Services Office Form No. CG 0001 (Commercial General Liability);
ii. Insurance Services Office Form No. CA 0001 (Ed. 1/87) (Automobile Liability, Code “any auto”);
iii. Workers’ Compensation as required by the Labor Code of the State of California, and Employers’ Liability Insurance:
iv. Professional Liability (Errors and Omissions) insurance against loss due to error, omission or malpractice.

DocuSign Envelope ID: 85C3D858-A572-4C74-B84C-D55C6CA35512 #11..
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Legal Services Agreement
City of Modesto and Castillo, Moriarty, Tran & Robinson 6 b. Minimum Limits of Insurance: Attorney shall maintain limits no less than:
i. Commercial General Liability: $1,000,000 combined single limit per occurrence, including endorsements for contractual liabilities, broad form property damage and personal injury.
ii. Automobile Liability: $1,000,000 combined single limit per accident for personal injury and property damage arising from owned, hired and nonowned vehicles. iii. Workers’ Compensation and Employers’ Liability: Workers’ compensation limits as required by the Labor Code of the State of California and Employers’ Liability limits of $1,000,000 per accident. iv. Professional Liability (Errors and Omissions): $2,000,000 combined single limit per occurrence.
c. Deductibles and Self-Insured Retentions: Any deductibles or self-insured retentions must be declared to and approved by the City. d. Other Insurance Provisions: The policies are to contain, or be endorsed to contain, the following provisions:
i. General Liability and Automobile Liability Coverages:
(1) The General Liability and Automobile Liability policies shall be written on an occurrence form and shall name City, its officers, officials, agents, employees and volunteers as additional insureds.

Such policy(ies) of insurance shall be endorsed so that Attorney’s insurance shall be primary and any insurance or self-insurance maintained by City, its officials, employees or volunteers shall be in excess of Attorney’s insurance and shall not contribute with it. (2) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its officials, employees or volunteers.
(3) Coverage shall state that Attorney’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. ii. All Coverages:
(1) Each insurance policy required by this Agreement shall be endorsed to state that coverages shall not be canceled except after thirty (30) days prior written notice has been given to City. In DocuSign Envelope ID: 85C3D858-A572-4C74-B84C-D55C6CA35512 #11..
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Legal Services Agreement
City of Modesto and Castillo, Moriarty, Tran & Robinson 7 addition, Attorney agrees that it shall not reduce its coverage or limits on any such policy except after thirty (30) days prior written notice has been given to City and City approves the reduction in coverage or limits. Attorney further agrees that it shall not increase any deductibles or self-insured retentions on any such policy except after thirty (30) days prior written notice has been given to City and City approves such increase.
(2) In the event claims made forms are used for any Professional Liability coverage, either (i) the policy(ies) shall be endorsed to provide not less than a five (5) year discovery period, or (ii) the coverage shall be maintained for a minimum of five (5) years following the termination of this Agreement and the requirements of this section relating to such coverage shall survive termination or expiration of this Agreement. Attorney shall furnish City with the certificate(s) and applicable endorsements for ALL required insurance prior to City’s execution of this Agreement.
e. Acceptability of Insurers: Insurance shall be placed with insurers with a Bests’ rating of no less than A:VII. This requirement may, however, be waived in individual cases for Errors and Omissions Coverages only; provided, however, that in no event shall a carrier with a rating below B:IX be acceptable. f. Verification of Coverage: Attorney shall furnish City with certificates of insurance showing compliance with the above requirements and with original endorsements affecting all coverages required by this Agreement both prior to the execution of this Agreement, and during the pendency of this Agreement at any time upon request by City. The certificates and/or endorsements shall set forth a valid policy number for City, and shall indicate the Issue Date, Effective Date and Expiration Date. The certificates and endorsements for each insurance policy shall be signed by a person authorized by the insurer to bind coverage on its behalf. The certificates and endorsements shall be forwarded to the City Representative.
g. Payment Withhold: City shall withhold payments to Attorney if the certificates of insurance and endorsements required in this section are canceled or Attorney otherwise ceases to be insured as required herein.

6. Indemnification.
a. Indemnity: Attorney shall fully indemnify and save harmless, City, its officers and employees, including without limitation the City Attorney, and each and every one of them, from and against all actions, damages, costs, liability, claims, losses, judgments, penalties and expenses of every type and description, including, but not limited to, any fees and/or costs reasonably incurred by City’s DocuSign Envelope ID: 85C3D858-A572-4C74-B84C-D55C6CA35512 #11..
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Legal Services Agreement
City of Modesto and Castillo, Moriarty, Tran & Robinson 8 staff attorneys or outside attorneys and any fees and expenses incurred in enforcing this provision (hereafter collectively referred to as “Liabilities”), to which any or all of them may be subjected, to the extent such Liabilities are caused by or result from any negligent act or omission or willful misconduct of Attorney, its subcontractors or agents, and their respective officers and employees, in connection with the performance or nonperformance of this Agreement, whether or not the City, its officers or employees reviewed, accepted or approved any service or work product performed or provided by the Attorney, and whether or not such Liabilities are litigated, settled or reduced to judgment. b. Obligation to Defend: Attorney shall, upon City’s request, defend at Attorney’s sole cost any action, claim, suit, cause of action or portion thereof which asserts or alleges Liabilities to the extent such Liabilities are caused by or result from any negligent act or omission or willful misconduct of Attorney, its sub-attorneys, subcontractors or agents, and their respective officers and employees, in connection with the performance or nonperformance of this Agreement, whether such action, claim, suit, cause of action or portion thereof is well founded or not. c. Insurance Policies; Intellectual Property Claims: The existence or acceptance by City of any of the insurance policies or coverages described in this Agreement shall not affect or limit any of City’s rights under this section, nor shall the limits of such insurance limit the liability of Attorney hereunder. This section shall not apply to any intellectual property claims, actions, lawsuits or other proceedings subject to the provisions of Section 4 (Confidentiality of City Information) above.

The provisions of this section shall survive any expiration or termination of this Agreement.

7. Termination.
a. By City. City may terminate this Agreement at any time by written notice. After receiving such notice, Attorney will cease providing services. Attorney will cooperate with City in the orderly transfer of all related files and records to your new counsel.
b. By Attorney. Attorney may terminate this Agreement at any time with City’s consent or for good cause. Attorney may terminate this Agreement for any reason by giving to City Attorney not less than sixty (60) days prior written notice of termination. The notice shall specify the effective date of and reason for the termination. Good cause exists if (a) any statement is not paid within ninety (90) days of its receipt; (b) City fails to meet any other obligation under this Agreement and continues in that failure for 15 days after Attorney sends written notice to City; (c) City has misrepresented or failed to disclose material facts to Attorney, refused to cooperate with Attorney, refused to follow Attorney’s advice on a material matter, or otherwise made Attorney’s representation unreasonably difficult; or (d) any other circumstance exists in which ethical rules of the legal DocuSign Envelope ID: 85C3D858-A572-4C74-B84C-D55C6CA35512 #11..
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Legal Services Agreement
City of Modesto and Castillo, Moriarty, Tran & Robinson 9 profession mandate or permit termination, including situations where a conflict of interest arises. If Attorney terminates Services, City agree to execute a substitution of attorneys promptly and otherwise cooperate in effecting that termination.

Termination of this Agreement, whether by City or by Attorney, will not relieve the obligation to pay for services rendered and costs incurred before our services formally ceased.

8. General Provisions.
a. Independent Contractor.
i. It is understood and agreed that Attorney (including Attorney’s employees) is an independent contractor and that no relationship of employer-employee exists between the Parties hereto for any purpose whatsoever. Neither Attorney nor Attorney’s assigned personnel shall be entitled to any benefits payable to employees of City. City is not required to make any deductions or withholdings from the compensation payable to Attorney under the provisions of this Agreement, and Attorney shall be issued an IRS Form 1099 for its services hereunder. As an independent contractor, Attorney hereby agrees to indemnify and hold City harmless from any and all claims that may be made against City based upon any contention by any of Attorney’s employees or by any third party, including but not limited to any state or federal agency, that an employeremployee relationship or a substitute therefor exists for any purpose whatsoever by reason of this Agreement or by reason of the nature and/or performance of any Services under this Agreement.
ii. It is further understood and agreed by the Parties hereto that Attorney, in the performance of its obligations hereunder, is subject to the control and direction of City as to the designation of tasks to be performed and the results to be accomplished by the Services agreed to be rendered and performed under this Agreement, but not as to the means, methods, or sequence used by Attorney for accomplishing such results. To the extent that Attorney obtains permission to, and does, use City facilities, space, equipment or support services in the performance of this Agreement, this use shall be at the Attorney’s sole discretion based on the Attorney’s determination that such use will promote Attorney’s efficiency and effectiveness. Except as may be specifically provided elsewhere in this Agreement, the City does not require that Attorney use City facilities, equipment or support services or work in City locations in the performance of this Agreement.

DocuSign Envelope ID: 85C3D858-A572-4C74-B84C-D55C6CA35512 #11..
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Legal Services Agreement
City of Modesto and Castillo, Moriarty, Tran & Robinson 10 iii. If, in the performance of this Agreement, any third persons are employed by Attorney, such persons shall be entirely and exclusively under the direction, supervision, and control of Attorney. Except as may be specifically provided elsewhere in this Agreement, all terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging, or any other terms of employment or requirements of law, shall be determined by Attorney. It is further understood and agreed that Attorney shall issue W-2 or 1099 Forms for income and employment tax purposes, for all of Attorney’s assigned personnel and subcontractors.
b. Licenses; Permits, Etc.: Attorney represents and warrants that Attorney has all licenses, permits, City Business Operations Tax Certificate, qualifications, and approvals of whatsoever nature which are legally required for Attorney to practice its profession or provide any services under the Agreement. _____________
Attorney’s Initial
Attorney represents and warrants that Attorney shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for Attorney to practice its profession or provide such Services. Without limiting the generality of the foregoing, if Attorney is an out-of-state corporation, Attorney warrants and represents that it possesses a valid certificate of qualification to transact business in the State of California issued by the California Secretary of State pursuant to Section 2105 of the California Corporations Code.
c. Conflicts of Interest. Attorney represents and warrants that they have made a diligent effort to determine whether there are any actual or potential conflicts of interest that would preclude or interfere with Attorney’s performance of this Agreement, and that no such conflict of interest exists. Attorney shall indemnify and hold harmless City from and against any and all liability, loss, expense and obligation arising directly or indirectly out of any breach of the foregoing representation and warranty. Attorney agrees to avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City at all times during the performance of this Agreement.
d. Confidentiality of City Information. Attorney understands and agrees that during the course performing the services required by this Agreement, or in contemplation thereof, Attorney may have access to private or confidential information which may be owned or controlled by City and that such information may contain proprietary or confidential details, the disclosure of which to third parties may be damaging to City. Attorney agree that all information disclosed by City to Attorney shall be held in confidence and used only in performance of the DocuSign Envelope ID: 85C3D858-A572-4C74-B84C-D55C6CA35512 #11..
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Legal Services Agreement
City of Modesto and Castillo, Moriarty, Tran & Robinson 11 services required by this Agreement. A violation of this section shall be a material violation of this Agreement and shall justify legal and/or equitable relief. e. Publicity. The City Representative shall serve as the point of contact for press information regarding all matters performed by Attorney under this Agreement.

If any publicity is generated by the subject matter of this representation, Attorney will consult with and obtain approval of the City Representative before making any statement to any media outlet (whether radio, print, internet or television) about the content and timing of such statement.
f. Disqualification of Judges. At the option of the City Attorney, judges may be disqualified from hearing City litigation, and Attorney shall adhere to such decision of the City Attorney. In the event that Attorney is of the opinion that a judge ought to be disqualified, the City Attorney must be consulted in advance by Attorney, and Attorney must obtain the City Attorney’s written consent to such disqualification.
g. Equal Employment Opportunity. During the performance of this Agreement, Attorney, for itself, its assignees and successors in interest, agrees as follows:
i. Compliance With Regulations: Attorney shall comply with the Executive Order 11246 entitled “Equal Opportunity in Federal Employment”, as amended by Executive Order 11375 and 12086, and as supplemented in Department of Labor regulations (41 CFR Chapter 60), hereinafter collectively referred to as the “Regulations.” ii. Nondiscrimination: Attorney, with regards to the work performed pursuant to this Agreement, shall not discriminate on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation in selection and retention of subcontractors, including procurement of materials and leases of equipment. Attorney shall not participate either directly or indirectly in discrimination prohibited by the Regulations.
h. Severability. If any portion of this Agreement or the application thereof to any person or circumstance shall be held invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and shall be enforced to the greatest extent permitted by law.
i. Waiver. Neither City acceptance of, or payment for, any Service or Additional Service performed by Attorney, nor any waiver by either Party of any default, breach or condition precedent, shall be construed as a waiver of any provision of this Agreement, nor as a waiver of any other default, breach or condition precedent or any other right hereunder.

DocuSign Envelope ID: 85C3D858-A572-4C74-B84C-D55C6CA35512 #11..
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Legal Services Agreement
City of Modesto and Castillo, Moriarty, Tran & Robinson 12 j. Enforcement of Agreement. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of California. Venue of any litigation arising out of or connected with this Agreement shall lie exclusively in the state trial court or Federal District Court located in Stanislaus County in the State of California, and the Parties consent to jurisdiction over their persons and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.
k. Attorneys’ Fees. In any action to enforce the terms of this Agreement, the prevailing Party shall recover its reasonable attorneys' fees. l. Assignment Prohibited. The expertise and experience of Attorney are material considerations for this Agreement. City has a strong interest in the qualifications and capability of the persons and entities who will fulfill the obligations imposed on Attorney under this Agreement. In recognition of this interest, Attorney shall not assign any right or obligation pursuant to this Agreement without the written consent of the City. Any attempted or purported assignment without City’s written consent shall be void and of no effect.
m. Notice. Any notice, demand, request, consent, approval, communication either Party desires or is required to give the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail to the address set forth below. Either Party may change its address by notifying the other Party of the change of address in writing. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this section.

To: City of Modesto: To: Attorney:

Attention: City Attorney Attention: Patrick Moriarty
Contact Information: Contact Information:
1010 Tenth Street, 6th Floor
Modesto, CA 95353
Phone: (209) 577-5288
75 Southgate Ave.

Daly City, CA 94015
Phone: (415) 213-4098

9. Entire Agreement. This document, including all Exhibits, contains the entire agreement between the Parties and supersedes whatever oral or written understanding they may have had prior to the execution of this Agreement. No alteration to the terms of this Agreement shall be valid unless approved in writing by Attorney, and by City, in accordance with applicable provision of the Modesto City Code.

10. Authority. The person signing this Agreement for Attorney hereby represents and warrants that he/she is fully authorized to sign this Agreement on behalf of Attorney and DocuSign Envelope ID: 85C3D858-A572-4C74-B84C-D55C6CA35512 #11..
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Legal Services Agreement
City of Modesto and Castillo, Moriarty, Tran & Robinson 13 to bind Attorney to the performance of its obligations hereunder.

11. Exhibits. All exhibits referred to herein are attached hereto and are by this reference incorporated as if set forth fully herein.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below.

CITY OF MODESTO,
A Municipal Corporation
_________________________________
Joseph P. Lopez, City Manager
APPROVED TO AS FORM:
_____________________________________
Jose M. Sanchez, City Attorney
ATTEST:
____________________________________
Diane Nayares-Perez, City Clerk
_____________________________________
Joe Rodriguez, Risk Manager
[Signatures Continued on Next Page.]
DocuSign Envelope ID: 85C3D858-A572-4C74-B84C-D55C6CA35512 10/11/2022
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Legal Services Agreement
City of Modesto and Castillo, Moriarty, Tran & Robinson 14 ATTORNEY:

CASTILLO, MORIARTY, TRAN & ROBINSON
__88-3503648__________________________
Federal I.D. No.
___202022214002______________________
State I.D. No.
______N/A_____________________________
City of Modesto Business Op. Tax Cert. No.

TYPE OF BUSINESS ENTITY (check one):
_____ Individual/Sole Proprietor
_____ Partnership
_____ Corporation
_____ Limited Liability Company
_____ Other (please specify: ______________)
______________________________________
Signature of Authorized Person
____Partner_____________________________
Title
______________________________________
Additional Signature (if required)
______________________________________
Title
DocuSign Envelope ID: 85C3D858-A572-4C74-B84C-D55C6CA35512 #11..
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

April 9, 2024
Date: March 18, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Jessica Hill, Director of Community and Economic Development SUBJECT: Business Modification Request for Medallion Wellness-Change in Ownership CONTACT: Sean Rando, Business Analyst
[email protected], 209-577-5473
DESCRIPTION:

Consider approving a Change in Ownership request for retail dispensary Medallion Wellness. (Funding Source: Cannabis Annual Permit Fee)
STRATEGIC PLAN ELEMENT:

This item is consistent with the City Council 2020-2025 Strategic Plan Goal E, Drive Economy Vitality.

BACKGROUND:

In December 2017, the City Council adopted Ordinance 3684-C.S. legalizing certain commercial cannabis business operations in particular zoning districts. The City Council was the approving body regarding all cannabis businesses operating in the City. On April 13, 2021, by Resolution No. 2021-132, Council established the Cannabis Permit Review Committee (Committee) and delegated the authority to approve non-dispensary and non-delivery cannabis businesses to that Committee. On March 1, 2022, by Resolution No. 2022-109, the Council expanded the role of the Committee to advise the Council on all cannabis-related issues and renamed the Committee, the Cannabis Program and Permit Review Committee. City Council remains the approval authority for all matters regarding retail dispensaries.

On December 19, 2018, by Resolution 2018-566 the City Council approved and issued eight (8) cannabis retail permits, which were valid for a two (2) year period from that date. At this time, Medallion Wellness was one of the approved dispensaries. On December 19, 2020, by Resolution 2020-485-489, City Council approved the initial renewal applications for the eight (8) retail locations. This renewal period was set to expire on December 19, 2022.

On November 1, 2022, by Resolution No. 2022-442, Council approved the extension of the eight (8) issued commercial cannabis retail permits from December 19, 2022, to June 30, 2023, and adjusted the two-year renewal period from a calendar year to a fiscal year which runs from #12..
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City Council, April 9, 2024
Business Modification Request for Medallion Wellness-Change in Ownership

July to June. On June 27, 2023, by Resolution No. 2023-297, Council approved the renewal of the eight (8) commercial cannabis retail permits for dispensaries in the City for a further twoyear period ending June 30, 2025.

Business Modifications-Changes in Ownership:

According to Modesto Municipal Code, 10-3.704(d), permits issued in accordance with the City’s Cannabis ordinance are not transferable to another individual or physical location without City approval. On June 27, 2023, by Resolution No. 2023-298, Council approved a change in ownership policy for commercial cannabis permits within the City to provide guidance on the approval process for these changes.

Policies and procedures include:
 If a new individual acquires an aggregate ownership interest of fifty-one (51%) percent of a cannabis business when they previously had not will require City Council approval for Dispensaries or approval by the Cannabis Program and Permit Review Committee for non-dispensaries.
 If an originally approved owners retain one hundred (100%) percent interest in the cannabis business amongst them then this transaction would not meet the definition of a change in ownership per California Department of Cannabis Control (DCC) regulations section 15023.
 An original owner(s) must retain a minimum of twenty (20%) percent ownership interest in the businesses to continue operating under their current commercial cannabis permit following City approval of the change, otherwise the business must cease operation and reapply for a commercial cannabis permit under the new business structure.

Documents detailing business modification requests for changes in ownership that may be requested at the discretion of the City include proof of filing with the Secretary of State, Bylaws, Operating Agreements, Partnership Agreements, Corporate Meeting Minutes, Completion of background check for new owners as required by Modesto City Code section 10-3.704(3)(2) and signed declaration by the relinquishing party acknowledging the change.

DISCUSSION:

A completed application was submitted on September 8, 2023, by the legal counsel for Phenos Collective Inc. to initiate the City approval process for a change in ownership of Medallion Wellness, a dispensary currently operating at 1313 McHenry Avenue. Medallion Wellness and Phenos Collective Inc. are commercial cannabis retail businesses that were approved in 2018.

A new business entity, Paradise West, Inc., would be formed with Phenos acquiring an eighty (80) percent ownership interest in the company and the original owner of Medallion Wellness retaining the remaining twenty (20) percent. In addition to the change in ownership, a relocation request to move Medallion Wellness from 1313 McHenry Avenue to 408 Paradise Road was also requested and will be addressed in a separate agenda report.

Cannabis Program Administrative Staff reviewed the application for completeness.

Documentation reviewed by Staff included:
o A signed Board of Directors resolution for Medallion Wellness acknowledging the proposed change by the original owner.
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City Council, April 9, 2024
Business Modification Request for Medallion Wellness-Change in Ownership

o Public filings with the California Secretary of State were provided confirming the new ownership structure.
o Completed background checks for the owners.

The requirements of the City of Modesto’s commercial cannabis change in ownership policy have been satisfied by the applicant.

FISCAL IMPACT:

The annual permit fee is currently set at $18,732, which covers costs related to the administration and monitoring of the permitted cannabis businesses.

COMMITTEE RECOMMENDATION:

The change in ownership request of Medallion Wellness was presented to the Cannabis Program and Permit Review Committee on January 10, 2024, and a recommendation was made to forward to Council for approval.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving the Change in Ownership request for retail dispensary Medallion Wellness resulting in Phenos Collective Inc. acquiring eighty percent (80%) of Medallion Wellness.

Approved by:

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

1. Resolution

2. Commercial Cannabis Business Modification Request-Change in Ownership #12..
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1 MODESTO CITY COUNCIL
RESOLUTION NO. 2024-

RESOLUTION APPROVING THE CHANGE IN OWNERSHIP REQUEST FOR

RETAIL DISPENSARY MEDALLION WELLNESS RESULTING IN PHENOS COLLECTIVE INC. ACQUIRING EIGHTY PERCENT (80%) OF MEDALLION

WELLNESS
WHEREAS, City Council via Resolution 2018-566 issued a commercial cannabis permit to the following commercial cannabis retail business, Medallion Wellness, located at 1313 McHenry Ave.; and
WHEREAS, the business was solely owned by Michael Sean O’leary; and WHEREAS, on September 8, 2023, legal counsel for Phenos Collective Inc. and Medallion Wellness requested approval for a change in ownership of Medallion Wellness which would result in Phenos Collective Inc. acquiring eighty percent (80%) of Medallion Wellness with the original owner retaining the remaining twenty percent (20%); and
WHEREAS, pursuant to Modesto Municipal Code, 10-3.704(d), permits issued in accordance with the City’s Cannabis Ordinance are not transferable to another individual without City approval; and
WHEREAS, on June 27, 2023, by Resolution No. 2023-298, Council approved a change in ownership policy for commercial cannabis permits within the City to provide guidance on the approval process for these changes; and WHEREAS, the policies and procedures includes the following requirements:
• If a new individual acquires an aggregate ownership interest of fifty-one (51%) percent of a cannabis business when they previously had not will require City Council approval for Dispensaries or approval by the #12..
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2 Cannabis Program and Permit Review Committee for nondispensaries. • If an originally approved owners retain one hundred (100%) percent interest in the cannabis business amongst them then this transaction would not meet the definition of a change in ownership per California Department of Cannabis Control (DCC) regulations section 15023. • An original owner(s) must retain a minimum of twenty (20%) percent ownership interest in the businesses to continue operating under their current commercial cannabis permit following City approval of the change, otherwise the business must cease operation and reapply for a commercial cannabis permit under the new business structure; and WHEREAS, the City requested and received documentation from the business that included proof of filing with the Secretary of State, successful completion of background checks as required by Modesto City Code section 10-3.704(3)(2), and a signed board of directors resolution by the relinquishing party acknowledging the change; and
WHEREAS, the new ownership structure complies with the requirements of the City of Modesto’s adopted change in ownership policy; and WHEREAS, the change in ownership request was presented to the Cannabis Program and Permit Review Committee on January 10, 2024 with the committee recommending to forward the request to Council for approval.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the change in ownership request for retail dispensary Medallion #12..
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3 Wellness resulting in Phenos Collective Inc. acquiring eighty percent (80%) of Medallion Wellness.

The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 9th day of April, 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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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

April 9, 2024
Date: March 4, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Jessica Hill, Director of Community and Economic Development SUBJECT: Homeowner Rehabilitation Grant and Housing Rehabilitation Loan for 1710 Idylwood Court, Modesto, CA 95350
CONTACT: Edgar Garcia, Community Development Manager
[email protected], (209) 571-5101
DESCRIPTION:

Consider approving a Homeowner Rehabilitation Loan in the amount of $88,504 and a Homeowner Rehabilitation Grant in the amount of $10,000 for a total project cost of $98,504 to Charles Mark Matteri for health and safety repairs to the residential property located at 1710 Idylwood Court, Modesto, CA 95350. (Funding Source: Community Development Block Grant Funds)
STRATEGIC PLAN ELEMENT:

This item supports the City of Modesto’s 2020-2025 Strategic Plan Initiative: Develop a Homelessness and Housing Plan.

BACKGROUND:

The Homeowner Rehabilitation Loan Program is designed to repair or eliminate health and safety hazards in residential properties for qualifying low-income households whose income is 80% or below the Area Median Income (AMI). Eligible improvements include roofing, weatherization, heating and cooling systems, plumbing, electrical, ramps, handrails and widening of doorways. Financial assistance is available in the form of low interest loans, secured by Deeds of Trust and recorded against equity qualifying owner-occupied properties.

The Housing Rehabilitation Loan Committee (HRLC) is authorized to approve loans up to $49,999, whereas loans in excess of $49,999 require City Council approval.

Financial assistance is available in the form of a grant with a maximum award of $10,000 for owner occupied single-family residential units and $20,000 for Modular Homes. Technical assistance is provided for both programs and includes preparation of work specifications, preparation and review of cost estimates, bidding assistance and coordination with local contractor(s) to ensure work is completed pursuant to applicable Federal & State regulations. #13..
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City Council, April 9, 2024
Housing Rehabilitation Project, 1710 Idylwood Court - Matteri

On December 1, 2023, staff received an application from Charles Mark Matteri (Homeowner).

An eligibility inspection was completed and approved by the Community Development Specialist on December 15, 2023.

In review of eligibility the annual income was calculated per funding requirement guidelines and the area median income (AMI) cannot exceed 80% based on household size. This is a 2-person household, and the AMI was calculated at 21%.

Additionally, both front end and back-end debt ratios are calculated to ensure program policy is met. The front-end debt ratio was 7% (policy section 4.4.1 not to exceed 35%) with a back-end debt ratio of 7% (policy section 4.4.2 not to exceed 45%).

On December 18, 2023, staff met with Mr. Matteri to conduct a housing quality standard inspection (HQS) of the property located 1710 Idylwood Ct, Modesto, CA 95350. The inspection found the following health and safety related items: aged roof, outdated HVAC, garage door & opener inoperable, minor electrical, tree damaging roof, single pane windows, plumbing, mold and asbestos removal, and lead testing requirements due to age of the home.

DISCUSSION:

On January 4, 2024, the Housing Rehabilitation Loan Committee approved a Homeowner Rehabilitation Loan in the amount of $105,332 and a Homeowner Rehabilitation Grant in the amount of $10,000 to Charles Mark Matteri for health and safety repairs to the residential property located 1710 Idylwood Ct, Modesto, CA 95350. The project cost that HRLC approved was prior to formal bids being returned; formal bids that were received were slightly lower than estimated amount that was approved by HRLC.

According to Section 6 Homeowner Rehabilitation Program Policies and Procedures approved by resolution 2022-481 by the City of Modesto City Council Section all projects in excess of $50,000 will require HRLC approval and subsequent City Council approval and as reflected in Modesto Municipal Code 8-3.102, the City Manager is authorized to execute agreements in an amount up to $100,000. Due to the misalignment between the Homeowner Rehabilitation Program and Procedures and the Modesto Municipal Code, staff will be making revisions to the Section 6 policy to ensure it aligns with the City Manager’s signature authority.

The project was advertised on Planet Bids on January 22, 2024, and also advertised in the Modesto Bee. Five general contractors submitted sealed bid packets to the City Clerk. On February 27, 2024, the City Clerk facilitated the bid opening. Garcia Septic & Construction Inc of Modesto, California was identified as the lowest bidder. The bid tabulation is attached as Attachment 2.

The bid analysis is:

Number of bids received 5
Number of bids in compliance with (Section 6 subsection14.5) 2 Number of bids outside compliance with (Section 6 subsection14.5) 3 #13..
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City Council, April 9, 2024
Housing Rehabilitation Project, 1710 Idylwood Court - Matteri

The Intent to Award was sent to Garcia Septic & Construction Inc. as the lowest bidder for project 1710 Idylwood Court for $98,504 including a 12% contingency.

The Homeowner Rehabilitation Program Policies & Procedures, Resolution 2022-481 states in Section 14.0 Cost Reasonableness: “bids received must be not less than or greater than 15% of the Housing Rehabilitation Specialist’s cost estimate.” The Homeowner Rehabilitation Program was created to assist with low-income homeowners in need of rehabilitation and health and safety concerns of their property. To ensure quality work, city staff assists with procurement of the contractor and oversight of the project. City staff oversees the project to verify timelines and workmanship standards are adhered to. The City is responsible for providing funding and project oversight; the homeowner is responsible for entering into a direct agreement with the awarded contractor.

FISCAL IMPACT:

The project cost is $98,504 and includes a Homeowner Rehabilitation Grant in the amount of $10,000, and a loan in the amount of $88,504. The Homeowner Rehabilitation Program is funded through the Community Development Block Grant Revolving Loan Fund, and Community Development Block Grant Entitlement Fund. Repayment of the Loan is secured by a deed of trust recorded on the property. Sufficient funds are available to fund the requested project. There is no impact to the General Fund.

COMMITTEE RECOMENDATION:

This item was presented to the Housing Rehabilitation Loan Committee on January 4, 2024, and the Committee approved to forward to Council for approval.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving a Homeowner Rehabilitation Loan in the amount of $88,504 and a Homeowner Rehabilitation Grant in the amount of $10,000 for a total project cost of $98,504 to Charles Mark Matteri for health and safety repairs to the residential property located at 1710 Idylwood Court, Modesto, CA 95350 and authorizing the City Manager, or his designee to execute the agreements.

Approved by:

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

1. Resolution
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City Council, April 9, 2024
Housing Rehabilitation Project, 1710 Idylwood Court - Matteri

2. Bid Tabulation

3. City of Modesto Residential Rehabilitation Loan Agreement

4. City of Modesto Residential Rehabilitation Loan Deed of Trust

5. City of Modesto Residential Rehabilitation Promissory Note

6. City of Modesto Residential Rehabilitation Grant Agreement

7. City of Modesto Residential Rehabilitation Grant Deed of Trust #13..
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04 09 2024/C&ED/JHill 1 2024-

MODESTO CITY COUNCIL
RESOLUTION NO. 2024-

RESOLUTION APPROVING A HOMEOWNER REHABILITATION LOAN IN THE AMOUNT OF $88,504 AND A HOMEOWNER REHABILITATION GRANT IN THE AMOUNT OF $10,000 FOR A TOTAL PROJECT COST OF $98,504 TO

CHARLES MARK MATTERI FOR HEALTH AND SAFETY REPAIRS TO THE RESIDENTIAL PROPERTY LOCATED AT 1710 IDYLWOOD COURT,
MODESTO, CA 95350 AND AUTHORIZING THE CITY MANAGER, OR HIS

DESIGNEE TO EXECUTE THE AGREEMENTS
WHEREAS, on January 4, 2024 HRLC approved a $88,504 Homeowner Rehabilitation Loan and a $10,000 Homeowner Rehabilitation Grant for Charles Mark Matteri for the property located at 1710 Idylwood Court, Modesto, CA 95350, and WHEREAS, according to Section 6 Homeowner Rehabilitation Program Policies and Procedures approved by resolution 2022-481 by City of Modesto City Council, and WHEREAS, in Modesto Municipal Code 8-3.102, the City Manager is authorized to execute agreements in an amount up to $100,000 and due to the misalignment between the Homeowner Rehabilitation Program and Procedures and the Modesto Municipal Code, staff will be making revisions to the Section 6 policy to ensure it aligns with the City Manager’s signature authority, and
WHEREAS, the project was advertised on Planet Bids on January 22, 2024 and also advertised in the Modesto Bee, and
WHERAS, four general contractors submitted sealed bid packets to the City Clerk. On February 27, 2024 the City Clerk facilitated the bid opening, and WHERAS, Garcia Septic & Construction Inc. of Modesto, California was the apparent low bidder, and
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04 09 2024/C&ED/JHill 2 2024-
WHEREAS, the bid analysis is as follows: number of bids received 5, number of bids in compliance with (Section 6, subsection 14.5) 2, number of bids outside compliance with (Section 6, subsection 14.5) 3, and
WHEREAS, the Intent to Award was sent to Garcia Septic & Construction Inc, as the apparent low bidder for project 1710 Idylwood Court for $98,504 inclusive of a 12% contingency, and
WHEREAS, Section 6: Homeowner Rehabilitation Program Policies & Procedures, Resolution 2022-481 states in Section 14.0 Cost Reasonableness: “bids received must be not less than or greater than 15% of the Housing Rehabilitation Specialist’s cost estimate,” and
WHEREAS, the Homeowner Rehabilitation Program was created to assist with low-income homeowners in need of rehabilitation and health and safety concerns of their property, and
WHEREAS, to ensure quality work, city staff assists with procurement of the contractor and oversight of the project, and
WHEREAS, City staff oversees the project to verify timelines and workmanship standards are adhered to, and
WHEREAS, City is responsible for funding and project oversight and the homeowner is responsible for entering into an agreement with the contractor.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves a Homeowner Rehabilitation Loan in the amount of $88,504 and a Homeowner Rehabilitation Grant in the amount of $10,000 to Charles Mark Matteri for #13..
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04 09 2024/C&ED/JHill 3 2024-
health and safety repairs to the residential property located at 1710 Idylwood Court, Modesto, CA 95350.

BE IT FURTHER RESOLVED that authorizing the City Manager or his designee to execute the agreements in a form approved by the City Attorney.

The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 9th day of April 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: ____________________________
DIANA NAYARES-PEREZ, CMC, City
Clerk
(SEAL)
APPROVED AS TO FORM:

BY: ____________________________________
JOSE M. SANCHEZ, City Attorney
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Bid Tabulation
Project Title: 1710 Idylwood Court Modesto, CA 95350
February 29, 2024
Project ID #: CEDD 24-01
Bid Opening: Tuesday February 27, 2024, at 11:00AM
Basis of Award: By Base Bid Designer: Samuel Perez
Designer Supervisor: Trena Ochoa
Project Description:

Tear-off and re-roof, window replacement, HVAC, mold and asbestos removal, minor plumbing and electrical, and lead safe work practices.

Item # Item Description Units Quantity Unit Price
Garcia Septic & Construction Inc
1101 7th St Modesto, CA 95358
(209) 238-3986
Base Bid
1 Stove Top and Over LS 1 $3,700
2 General Electrical Work LS 1 $1,000
3 Install a Battery-Operated Smoke Detector LS 1 $500
4 Exterminator LS 1 $1,000
5 Permits and Licenses LS 1 $950
6 Lead Safe Work Practices LS 1 $1,500
7 General HVAC Work LS 1 $18,500
8 Repair Tub/Shower Faucet LS 1 $2,000
9 Bathroom Sink Plumbing LS 1 $500
10 General Roof Work LS 1 $29,500
11 Garage Door and Opener
12 Mold/Asbestos Testing and Removal
LS
LS
1 1
$3,000
$7,000
#13..
- 142 -
Bid Tabulation
Project Title: 1710 Idylwood Court Modesto, CA 95350
13 Cut Tree Down LS 1 $3,000
14 General Window Work LS 1 $15,800
Total $87,950
Item # Item Description Units Quantity Unit Price
Cajita Construction
1637 Woodland Ave Modesto, CA 95358
(209) 247-6214
Base Bid
1 Stove Top & Oven LS 1 $3,200
2 General Electrical Work LS 1 $1,150
3 Install a Battery-Operated Smoke Detector LS 1 $450
4 Exterminator LS 1 $800
5 Permits and Licenses LS 1 $980
6 Lead Safe Work Practices LS 1 $1,300
7 General HVAC Work LS 1 $19,200
8 Repair Tub/Shower Faucet LS 1 $2,180
9 Bathroom Sink Plumbing LS 1 $450
10 General Roof Work LS 1 $28,800
11 Garage Door and Opener
12 Mold/Asbestos Testing and Removal
13 Cut Tree Down
LS
LS
LS
1 1
1 $2,700
$6,850
$2,900
#13..
- 143 -
Bid Tabulation
Project Title: 1710 Idylwood Court Modesto, CA 95350
14 General Window Work LS 1 $17,800
Total $88,760
Item # Item Description Units Quantity Unit Price
Zacks Handyman & Construction
4740 Main St Denair, CA 95316
(209) 634-4477
Base Bid
1 Stove Top & Oven LS 1 $3,000
2 General Electrical Work LS 1 $340
3 Install a Battery-Operated Smoke Detector LS 1 $325
4 Exterminator LS 1 $150
5 Permits and Licenses LS 1 $750
6 Lead Safe Work Practices LS 1 $2,000
7 General HVAC Work LS 1 $15,812
8 Repair Tub/Shower Faucet LS 1 $675
9 Bathroom Sink Plumbing LS 1 $155
#13..
- 144 -
Bid Tabulation
Project Title: 1710 Idylwood Court Modesto, CA 95350
10 General Roof Work LS 1 $30,915
11 Garage Door and Opener
12 Mold/Asbestos Testing and Removal
13 Cut Tree Down
LS
LS
LS

1 1
1 $2,869
$3,600
$800
14 General Window Work LS 1 $17,300
Total $78,691
Item # Item Description Units Quantity Unit Price
New Century Construction
P.O. Box 938 Turlock, CA 95381
(209) 761-0983 / (209) 262-4876
Base Bid
1 Stove Top & Oven LS 1 $3,520
2 General Electrical Work LS 1 $950
3 Install a Battery-Operated Smoke Detector LS 1 $450
4 Exterminator LS 1 $450
5 Permits and Licenses LS 1 $2,000
6 Lead Safe Work Practices LS 1 $1,500
#13..
- 145 -
Bid Tabulation
Project Title: 1710 Idylwood Court Modesto, CA 95350
7 General HVAC Work LS 1 $12,950
8 Repair Tub/Shower Faucet LS 1 $750
9 Bathroom Sink Plumbing LS 1 $450
10 General Roof Work LS 1 $31,288
11 Garage Door and Opener
12 Mold/Asbestos Testing and Removal
13 Cut Tree Down
LS
LS
LS

1 1
1 $2,400
$1,700
$2,500
14 General Window Work LS 1 $10,420
Total $71,328
Item # Item Description Units Quantity Unit Price
L.S. Construction and Desing, Inc.
15816 Midway Rd Los Banos, CA 93635
(209) 402-7206
Base Bid
1 Stove Top and Oven LS 1 $1,000
2 General Electrical Work LS 1 $360
3 Install a Battery-Operated Smoke Detector LS 1 $450
4 Exterminator LS 1 $350
5 Permits and Licenses LS 1 $1,500
6 Lead Safe Work Practices LS 1 $1,200
#13..
- 146 -
Bid Tabulation
Project Title: 1710 Idylwood Court Modesto, CA 95350
7 General HVAC Work LS 1 $12,000
8 Repair Tub/Shower Faucet LS 1 $580
9 Bathroom Sink Plumbing LS 1 $600
10 General Roof Work LS 1 $28,000
11 Garage Door and Opener
12 Mold/Asbestos Testing and Removal
13 Cut Tree Down
LS
LS
LS

1 1
1 $2,500
$1,400
$2,300
14 General Window Work LS 1 $6,100
Total $58,340
Item # Item Description Units Quantity Unit Price
Internal Estimate
Base Bid
1 Stove Top and Oven LS 1 $4,500
2 General Electrical Work LS 1 $500
3 Install a Battery-Operated Smoke Detector LS 1 $300
#13..
- 147 -
Bid Tabulation
Project Title: 1710 Idylwood Court Modesto, CA 95350
4 Exterminator LS 1 $3,500
5 Permits and Licenses LS 1 $1,100
6 Lead Safe Work Practices LS 1 $1,875
7 General HVAC Work LS 1 $19,500
8 Repair Tub/Shower Faucet LS 1 $2,500
9 Bathroom Sink Plumbing LS 1 $700
10 General Roof Work LS 1 $38,000
11 Garage Door and Opener
12 Mold/Asbestos Testing and Removal
13 Cut Tree Down
14 General Window Work
LS
LS
LS
LS
1 1
1 1
$2,500
$15,500
$3,000
$9,500
Total $102,975
#13..
- 148 -
Rehabilitation Loan Agreement
City of Modesto

RESIDENTIAL REHABILITATION LOAN AGREEMENT
This Residential Rehabilitation Loan Agreement (this “Agreement”) is entered into as of this____________, 2024, ("Effective Date") by and between the City of Modesto, a California charter city (the “City”) and Mark Matteri, Trustee of Gone Fishing Trust, (the “Borrower”). Borrower and City are collectively referred to as the "Parties"

RECITALS
WHEREAS, to further its goal of improving and preserving housing for low- and moderate-income households, the City has authorized the Residential Rehabilitation Loan Program (the “Program”) pursuant to which the City provides financial assistance to owner-occupants of single-family homes to undertake needed repairs and improvements; and
WHEREAS, Borrower is the owner of that certain real property located at 1710 Idylwood Court in the City of Modesto, California (“Property”) as more particularly described in Exhibit A attached hereto and incorporated herein by this reference.

WHEREAS, Borrower has requested, and City has agreed, to provide a loan in the amount of Eighty-Eight Thousand Five Hundred and Four Dollars and Zero Cents ($88,504.00) (the “Loan”) pursuant to the terms and conditions hereof for the purpose of financing a portion of the costs of designing, constructing, and/or installing the improvements to the Property (the “Improvements”).

WHEREAS, the City has determined that (i) the Borrower meets the Program eligibility requirements, and (ii) provision of the Loan for the Improvements pursuant to the terms of this Agreement is consistent with the interests of the health, safety and welfare of the residents of the City.

WHEREAS, concurrently herewith Borrower shall execute (i) a promissory note (the “Note”) evidencing the Loan; and (ii) a Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing which shall provide City with a security interest in the Property (“Deed of Trust”) in the amount of the Loan. This Agreement, Note, and Deed of Trust are collectively hereinafter referred to as the “Loan Documents.” WHEREAS, Borrower has entered into that certain contract dated April 9, 2024 with Garcia Septic and Construction, Inc. (the “Contractor”) to construct the Improvements.

WHEREAS, pursuant to this Agreement, monies disbursed from the Loan will be sent directly to the Contractor as payment for services rendered. #13..
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2889634.1
Rehabilitation Loan Agreement
City of Modesto
2 NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I

LOAN TERMS

1.1 Loan Amount. City agrees to loan Borrower, and Borrower agrees to borrow from City, a sum not to exceed Eighty-Eight Thousand Five Hundred and Four Dollars and Zero Cents ($88,504.00) (the “Loan”) upon the terms and conditions and for the purposes set forth in this Agreement. The Loan shall be evidenced by the Note, substantially in the form attached hereto as Exhibit B, which shall be dated as of the Effective Date and executed by Borrower.

1.2 Term. All principal outstanding under the Note, together with interest accrued thereon is due and payable on the 20th anniversary of the Effective Date (the “Maturity Date”).

1.3 Interest Rate. Commencing on the date of initial disbursement of the proceeds of the Loan and continuing through the date that all indebtedness and other amounts payable under this Agreement and the Note are paid in full, interest on the Loan shall accrue at the rate of zero percent (0%) per annum on the unpaid principal outstanding from time to time.

1.4 Repayment. The entire unpaid principal balance of the Loan and all other sums accrued under the Note shall be due and payable upon the earlier of (i) the Maturity Date, (ii) the occurrence of an Event of Default under Article IV of this Agreement, or (iii) the sale or transfer of the Property prior to the Maturity Date.

1.5 Prepayment. Borrower may, without premium or penalty, at any time and from time to time, prepay all or any portion of the outstanding principal balance of the Loan due under this Agreement. Prepayments shall be applied first to any unpaid late charges and other costs and fees then due, second to outstanding and accrued interest, if any, and then to principal. In no event shall any amount due under this Agreement become subject to any rights of offset, deduction, or counterclaim on the part of Borrower.

1.6 Use of Proceeds. Borrower shall use the proceeds of the Loan (“Loan Proceeds”) solely and exclusively to pay for costs billed to Borrower by third-parties in connection with the design and construction of the Improvements and such other costs related to the Improvements as City may approve in writing.

1.7 Disbursement of Loan Proceeds. Provided that Borrower has satisfied the conditions set forth in Section 1.8, City shall disburse the Loan Proceeds to Borrower in accordance with the provisions of Section 1.11 herein.

1.8 Conditions Precedent to Disbursement of Proceeds. City’s obligation to fund the Loan and disburse the Loan Proceeds is conditioned upon the satisfaction of #13..
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2889634.1
Rehabilitation Loan Agreement
City of Modesto
3 all of the following conditions:
(a) Borrower’s execution and delivery to City of this Agreement, the Deed of Trust and the Note;
(b) Borrower’s delivery to City of evidence reasonably satisfactory to City that Borrower has obtained all necessary permits (including without limitation, building permits), licenses, and approvals required to undertake the Improvements; (c) Borrower’s delivery to City of (i) the final budget for the Improvements, (ii) the construction contract, (iii) a written requisition substantially in the form attached hereto as Exhibit D; (iv) detailed receipts or invoices that match the project description and final budget; (v) proof of payment and (vi) and copies of such other documents related to the Improvements as City may reasonably request; (d) Borrower’s delivery to City of a certification from the City’s Building Department in accordance with Section 2.2.
(e) Borrower’s delivery to City of the insurance certificates required under Section 3.2 of this Agreement.

1.9 No Obligation to Disburse Proceeds Upon Default. Notwithstanding any other provision of this Agreement, the City shall have no obligation to disburse any portion of the Loan Proceeds if there is an occurrence of an Event of Default under the Loan Documents.

1.10 Security. As security for repayment of the Loan, as evidenced by the Note, Borrower shall execute the Deed of Trust in favor of the City as beneficiary pursuant to which the City shall be provided a lien against the Property. The Deed of Trust shall be dated as of the Effective Date, shall be substantially in the form attached hereto as Exhibit C, and shall be recorded in the official records of Stanislaus County.

1.11 Disbursement of Loan Proceeds. Upon satisfaction of the conditions set forth in Section 1.10 herein, City shall make Loan disbursements to Contractor following Borrower’s provision to City of a written requisition, in form and substance satisfactory to City as set forth in Exhibit D, specifying the amount and use of the requested Loan proceeds, accompanied by copies of bills and invoices and such other documentation as City may reasonably require. Subsequent disbursements shall be made to Contractor no more than once per calendar month, upon City’s receipt of written requisitions and supporting documentation as described in this Section.

ARTICLE II

CONSTRUCTION OF THE IMPROVEMENTS

2.1 Construction Schedule. Borrower shall commence construction of the Improvements within ____ days following the Effective Date. Borrower shall complete construction of the Improvements and obtain certification from the City’s Building #13..
- 151 -
2889634.1
Rehabilitation Loan Agreement
City of Modesto
4 Department in accordance with Section 2.2 no later than one hundred twenty (120) days after the commencement of construction.

2.2 Certification. Promptly after completion of the Improvements, Borrower shall obtain certification from the City’s Building Department certifying that the Improvements have been completed in accordance with Applicable Laws (defined in Section 2.10) and this Agreement.

2.3 Approval of Plans and Specifications. City shall have the right to approve the plans and specifications for the Improvements (“Plans and Specifications”).

Borrower must obtain City's written approval of any modification to the Plans and Specifications arising prior to or during the course of construction. City must also approve any additional construction work proposed to be performed during the construction of the Improvements, whether constructed with City funds or Borrower's funds, or funds from any other source.

2.4 Inspections. Borrower shall permit the City’s agents or representatives to enter upon the Property to inspect the Improvements; permit them to examine all detailed plans and shop drawings for the Improvements; and cause the general contractor and/or subcontractors to cooperate with the City in this regard, during normal business hours. If any of the work, in the reasonable opinion of the City, is not being performed in accordance with the approved Plans and Specifications, the City will provide Borrower with written notice of same. Observation by the City of construction shall be for the purpose of protecting the security of the Loan only, and such observation shall in no way be construed as an acknowledgment that the Plans and Specifications for the Improvements have been complied with or that the construction is free from defect or in compliance with the terms of this Agreement.

2.5 Project Approvals. Borrower acknowledges and agrees that execution of this Agreement by City does not constitute approval for the purpose of the issuance of building permits for the Improvements, does not limit in any manner the discretion of City in such approval process, and does not relieve Borrower from the obligation to apply for and obtain all necessary entitlements, approvals, and permits for the Improvements, including without limitation, the approval of architectural plans, the issuance of any certificates regarding historic resources required in connection with the Improvements (if any), and the completion of any required environmental review.

Borrower covenants that it shall: (i) obtain all necessary permits and approvals which may be required by City or any other governmental agency having jurisdiction over the Improvements or the Property, (ii) comply with all Conditions of Approval, (iii) comply with all mitigation measures imposed in connection with any environmental review of the Improvements, and (iv) not commence construction work on the Improvements prior to issuance of building permits required for such work.

2.6 Fees. Borrower shall be solely responsible for, and shall promptly pay when due, all customary and usual fees and charges of City in connection with obtaining building permits and other approvals for the Improvements, including without #13..
- 152 -
2889634.1
Rehabilitation Loan Agreement
City of Modesto
5 limitation, those related to the processing and consideration of amendments, if any, to the current entitlements, any related approvals and permits, environmental review, design review, architectural review, historic review, and any subsequent approvals for the Improvements or the development of the Property.

2.7 Cost of Construction. Except as expressly set forth herein, Borrower shall be solely responsible for all direct and indirect costs and expenses incurred in connection with the design, development and construction of the Improvements and compliance with the Conditions of Approval, and none of such costs and expenses shall be the obligation of the City or the City.

2.8 Equal Opportunity. During the construction of the Improvements, there shall be no discrimination on the basis of race, color, religion, creed, sex, sexual orientation, marital status, ancestry or national origin in the hiring, firing, promoting or demoting of any person engaged in construction of the Improvements, and Borrower shall direct its contractors and subcontractors to refrain from discrimination on such basis.

2.9 Prevailing Wage Requirements. Borrower shall pay or cause Borrower’s contractors and subcontractors to pay prevailing wages for the construction of the Improvements as those wages are determined pursuant to Labor Code Section 1720 et seq. (“Prevailing Wage Laws”) and shall comply or shall cause the contractors and subcontractors to comply with all applicable local, federal, and state labor standards and prevailing wage provisions.

Borrower shall indemnify, defend (with counsel approved by City) and hold the City and its respective elected and appointed officers, officials, employees, agents, consultants, and contractors (collectively, the “Indemnitees”) harmless from and against all liability, loss, cost, expense (including without limitation attorneys’ fees and costs of litigation), claim, demand, action, suit, judicial or administrative proceeding, penalty, deficiency, fine, order, and damage (all of the foregoing collectively “Claims”) which directly or indirectly, in whole or in part, are caused by, arise in connection with, result from, relate to, or are alleged to be caused by, arise in connection with, or relate to, the payment or requirement of payment of prevailing wages (including without limitation, all claims that may be made by contractors, subcontractors or other third party claimants pursuant to Labor Code Sections 1726 and 1781) or the requirement of competitive bidding in the construction of the Improvements, the failure to comply with any state or federal labor laws, regulations or standards in connection with this Agreement, including but not limited to the Prevailing Wage Laws, or any act or omission of Borrower related to this Agreement with respect to the payment or requirement of payment of prevailing wages or the requirement of competitive bidding, whether or not any insurance policies shall have been determined to be applicable to any such Claims. It is further agreed that City does not and shall not waive any rights against Borrower which they may have by reason of this indemnity and hold harmless agreement because of the acceptance by City, or Borrower’s deposit with City of any of the insurance policies described in this Agreement. The provisions of this Section 2.9 shall survive the expiration or earlier termination of this Agreement. Borrower’s #13..
- 153 -
2889634.1
Rehabilitation Loan Agreement
City of Modesto
6 indemnification obligations set forth in this Section shall not apply to Claims arising from the gross negligence or willful misconduct of the Indemnitees.

2.10 Compliance with Laws. Borrower shall carry out and shall cause its contractors to carry out the construction of the Improvements in conformity with all applicable federal, state and local laws, rules, ordinances and regulations, including without limitation, all applicable federal and state labor laws and standards, the City zoning and development standards, building, plumbing, mechanical and electrical codes, all other provisions of the City's Municipal Code, and all applicable disabled and handicapped access requirements (collectively, “Applicable Laws”).

2.11 Insurance. Borrower shall maintain, or cause to be maintained, insurance in the amounts required under Section 3.2 of this Agreement.

ARTICLE III

AFFIRMATIVE COVENANTS

3.1 Use of Funds. Borrower covenants that it shall use the Loan Proceeds solely for purpose of financing the construction of the Improvements in accordance with Section 1.7.

3.2 Insurance. Borrower covenants to cause its contractors to maintain insurance equivalent to a commercial general liability policy in the amount of One Million Dollars ($1,000,000) combined single limit, including contractual liability coverage.

Such insurance shall be written on an occurrence basis and shall name City as loss payee as their interests may appear. Borrower covenants to maintain and keep the Property insured against loss or damage by earthquake, fire and such other hazards, casualties and contingencies and by such companies on such forms and in the amount of the replacement cost of the Property and shall deliver a copy of all such policies to City, together with receipts satisfactory to City evidencing payment of the premiums.

Borrower shall provide City not less than thirty (30) days advance written notice of the cancellation, expiration or termination of any such policy or any material change in the coverage afforded by it. Renewal policies and any replacement policies, together with premium receipts satisfactory to City, shall be delivered to City at least thirty (30) days prior to the expiration of existing policies. Neither Borrower nor City shall by reason of accepting, rejecting, approving or obtaining insurance incur any liability for the existence, nonexistence, form or legal sufficiency of such insurance, or solvency of any insurer for payment of losses. All insurance proceeds for such losses must be utilized for the repair or restoration of the Property.

3.3 Indemnification. To the maximum extent permitted by law, Borrower shall indemnify, defend (with counsel reasonably acceptable to City), and hold the Indemnitees harmless from and against, and shall pay on demand, any and all Claims arising directly or indirectly in any manner in connection with or as a result of Borrower’s failure to perform its covenants and obligations under this Agreement and any of its activities or operations related thereto, excluding the wilful misconduct or the gross #13..
- 154 -
2889634.1
Rehabilitation Loan Agreement
City of Modesto
7 negligence of the Indemnitees. It is further agreed that City do not and shall not waive any rights against Borrower which they may have by reason of this indemnity and hold harmless agreement because of the acceptance by City, or Borrower’s deposit with City of any of the insurance policies described in this Agreement. Borrower’s defense and indemnification obligations set forth in this Section 3.3 shall survive the expiration or earlier termination of this Agreement.

3.4 Obligation to Refrain from Discrimination. Borrower shall not discriminate in the hiring of contractors for the construction of the Improvements on the basis of race, color, religion, creed, sex, sexual orientation, disability, marital status, ancestry, or national origin of any person. Borrower covenants for itself and all persons claiming under or through it, and this Agreement is made and accepted upon and subject to the condition that there shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code.

3.5 Principal Residence. Borrower shall (i) occupy the Property as Borrower’s principal residence throughout the term of this Agreement, and (ii) shall not rent or lease the Property or portion thereof during the term of this Agreement without the prior written consent of the City. “Principal Residence” means the place where a person resides on a substantially full-time basis during not less than ten (10) months per year.

3.6 Hazardous Materials. Borrower shall not cause or permit any Hazardous Materials (as defined in below) to be brought upon, kept, stored or used in, on, or about the Property by Borrower, or the agents, employees, contractors or invitees of Borrower except for materials commonly used in construction activities similar to those related to the Improvements, or in the operation and maintenance of the Property and the Improvements, in each case in compliance with all applicable laws, and shall not cause any release of Hazardous Materials into, onto, under or through the Property. If any Hazardous Material is discharged, released, dumped, or spilled in, on, under, or about the Property and results in any contamination of the Property or adjacent property, or otherwise results in the release or discharge of Hazardous Materials in, on, under or from the Property, Borrower shall promptly take all actions at Borrower’s sole expense as are necessary to comply with all Hazardous Materials Laws (as defined below).

3.7 Definitions.

3.7.1 Hazardous Materials. As used in this Agreement, “Hazardous Materials” means any substance, material, or waste which is or becomes regulated by any local, state or federal authority, agency or governmental body, including any material or substance which is: (i) defined as a “hazardous waste,” “hazardous material,” “hazardous substance,” “extremely hazardous waste,” “restricted hazardous waste,” “pollutant, “ or any other terms comparable to the foregoing terms under any provision of California law or federal law as any such statutes and regulations now exist or may hereafter be amended, (ii) petroleum or petroleum products; (iii) asbestos; (iv) #13..
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2889634.1
Rehabilitation Loan Agreement
City of Modesto
8 polychlorinated biphenyls, (v) radioactive chemicals, (vi) any material determined to hazardous based on deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity or toxicity, (vii) designated as a “hazardous substance” pursuant to Section 311 of the Clean Water Act (33 U.S.C. §1317); (viii) defined as a “hazardous waste” pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §6901, et seq. (42 U.S.C. §6903); (ix) defined as “hazardous substances” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §9601, et seq; or (x) determined by California, federal or local governmental authority to be capable of posing a risk of injury to health, safety or property.

3.7.2 Hazardous Materials Laws. As used in this Agreement, “Hazardous Materials Laws” means all federal, state and local laws, ordinances, regulations, orders and directives pertaining to Hazardous Materials, including without limitation, the laws, statutes and regulations cited in the preceding Section 3.7.1, as they may be amended from time to time.

3.8 Sale, Transfer or Refinance. All amounts due under the Note shall be immediately due and payable upon the sale or transfer of the Property. Borrower may not refinance any loans that are secured against the Property in a lien position that is higher than the Deed of Trust without the prior written consent of City.

ARTICLE IV

DEFAULT AND REMEDIES

4.1 Events of Default. The occurrence of any one or more of the following events shall constitute an event of default hereunder ("Event of Default"):
(a) If Borrower fails to pay when due the principal and interest payable under the Note and such failure continues for ten (10) calendar days after City notifies Borrower thereof in writing.
(b) If any representation or warranty contained in the Loan Documents or any certificate furnished in connection with the foregoing or in connection with any request for disbursement of Loan Proceeds proves to have been false or misleading in any material adverse respect when made.
(c) Borrower fails to commence and complete construction and/or installation of the Improvements in accordance with Section 2.1. (d) If an Event of Default shall have been declared under any other Loan Document, subject to the expiration of any applicable cure period set forth in such documents.
(e) If, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (“Bankruptcy Law”), Borrower (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against Borrower in an involuntary case; (iii) #13..
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2889634.1
Rehabilitation Loan Agreement
City of Modesto
9 consents to the appointment of a trustee, receiver, assignee, liquidator or similar official for Borrower; (iv) makes an assignment for the benefit of its creditors; or (v) admits in writing its inability to pay its debts as they become due. (f) If an event of default has been declared by the holder of any debt instrument secured by a mortgage or deed of trust on the Improvements or Borrower’s interest in the Property and such holder exercises a right to declare all amounts due under that debt instrument immediately due and payable, subject to the expiration of any applicable cure period set forth in such holder’s documents. (g) If the Borrower fails to maintain insurance on the Property as required pursuant to the Loan Documents, and Borrower fails to cure such default within 60 days.
(h) Borrower, or Borrower’s heir ceases to occupy the Property as Borrower’s Principal Residence in accordance with Section 3.5. (i) Borrower defaults in the performance of any term, provision, covenant or agreement (other than an obligation enumerated in this Section 4.1) contained in this Agreement or unless a shorter cure period for such default is specified herein, the default continues for ten (10) days in the event of a monetary default or thirty (30) days in the event of a nonmonetary default after the date upon which City shall have given written notice of the default to Borrower (or such longer time as City may agree upon in writing), provided that in each case Borrower commences to cure the default within thirty (30) days and thereafter prosecutes the curing of such default with due diligence and in good faith.

4.2 Declaring Default. Whenever any Event of Default has occurred, other than failure to pay any sums due under this Agreement, City shall give written notice of default to Borrower. Any default that has occurred shall be deemed to commence on the date that written notice of default is effective pursuant to Section 5.1 of this Agreement (the "Date of Default"). If the default is not cured within thirty (30) business days after the Date of Default (defined herein), or any extension approved in writing by City, the interest rate on the loan will be raised to three percent (3%) (the “Default Rate”) and City may enforce its rights and remedies under Section 4.3 below.

4.3 Remedies and Rights Upon Default. Upon the occurrence of an Event of Default, City shall have all remedies available to it under law or equity, including, but not limited to the following, and City may, at its election, without notice to or demand upon Borrower, except for notices or demands required by law or expressly required pursuant to this Agreement, exercise one or more of the following remedies:
a) Seek specific performance to enforce the terms of this Agreement; b) Accelerate and declare the balance of the Note immediately due and payable;
c) Foreclose on the Property pursuant to the Deed of Trust; #13..
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2889634.1
Rehabilitation Loan Agreement
City of Modesto
10 d) Pursue any and all other remedies available under law to enforce the terms of this Agreement and City's rights hereunder.

4.4 Remedies Cumulative. Each of the remedies provided herein is cumulative and not exclusive of and shall not prejudice any other remedy provided herein. The City may exercise from time to time any rights and remedies available to it under applicable law, in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any other instrument or notice.

4.5 Costs and Expenses. Borrower shall pay all reasonable costs and expenses incurred by or on behalf of City including, without limitation, reasonable attorneys’ fees, incurred in connection with City’s enforcement of the Loan Documents and the exercise of any or all of its rights and remedies hereunder and all such sums shall be a part of the indebtedness secured by the Deed of Trust.

ARTICLE V

MISCELLANEOUS

5.1 Notices. Except as otherwise specified in this Agreement, all notices to be sent pursuant to this Agreement shall be made in writing and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other Party in accordance with this Section

5.1. All such notices shall be sent by:
a. personal delivery, in which case notice shall be deemed delivered upon receipt;
b. certified or registered mail, return receipt requested, in which case notice shall be deemed delivered two (2) business days after deposit, postage prepaid in the United States mail;
c. nationally recognized overnight courier, in which case notice shall be deemed delivered one (1) day after deposit with such courier; or d. facsimile transmission, in which case notice shall be deemed delivered on transmittal, provided that a transmission report is generated reflecting the accurate transmission thereof.

City: City of Modesto
Community Economic Development Department
P.O. Box 642
Modesto, CA 95353
Attn: Community and Economic Development Manager
Borrower: Mark Matteri
1710 Idylwood Court Modesto, CA 95350
#13..
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2889634.1
Rehabilitation Loan Agreement
City of Modesto
11 5.2 Attorneys’ Fees. If either party initiates legal proceedings to interpret or enforce its rights under this Agreement, the prevailing party in such action shall be entitled to an award of reasonable attorneys’ fees and costs in additions to any other recovery to which it is entitled under this Agreement.

5.3 No Joint Venture; No Third-Party Beneficiary. No joint venture or other partnership exists or is created between the Parties by virtue of this Agreement. Except as expressly stated herein, this Agreement does not benefit any third party.

5.4 Successors; Assignment. This Agreement shall inure to the benefit of and shall be binding upon the Parties to this Agreement and their respective heirs, executors, administrators, successors and assigns. City shall have the right to assign all of its rights and obligations under this Agreement without the consent of Borrower.

5.5 Amendment. This Agreement may be modified only by an instrument in writing executed by the Parties or their respective successors in interest.

5.6 Authority and Execution. Each Party represents and warrants that it has full power and authority to enter into this Agreement and to undertake all of its obligations hereunder, that each person executing this Agreement on its behalf is duly and validly authorized to do so.

5.7 Severability. The invalidity or unenforceability of any term or provision of this Agreement shall not impair or affect the remainder of this Agreement, and the remaining terms and provisions hereof shall not be invalidated but shall remain in full force and effect.

5.8 Waiver; Modification. No waiver or modification of this Agreement or any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the Party to be charged therewith. No evidence or any waiver or modification shall be offered or received in evidence in any proceeding, arbitration, or litigation between the Parties arising out of or affecting this Agreement or the rights or obligations of any Party hereunder, unless such waiver or modification is in writing and duly executed as aforesaid. The provisions of this section may not be waived except as herein set forth. A waiver or breach of any covenant, condition or provision of this Agreement shall not be deemed a waiver of any other covenant, condition or provision hereof.

5.9 Construction. The section headings and captions used in this Agreement are for convenience of reference only and shall not modify, define, limit or amplify any of the terms or provisions hereof. This Agreement shall not be construed as if it had been prepared by one of the Parties, but rather as if both Parties have prepared it.

5.10 Governing Law. This Agreement shall in all respects be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws.
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2889634.1
Rehabilitation Loan Agreement
City of Modesto
12 5.11 Time of the Essence. Time is of the essence in this Agreement as to each provision in which time is an element of performance.

5.12 Further Assurances. Each Party will, upon reasonable request of the other Party, execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered, such further instruments and documents as may be reasonably necessary in order to fulfill the intents and purposes of this Agreement.

5.13 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all which together shall constitute one and the same instrument.

5.14 No Third Party Claims. Nothing contained in this Agreement shall create or justify any claim against City by any third person whom Borrower may have employed or contracted or may employ or contract relative to the purchase of any material, supplies or equipment, or the furnishing or the performance of any work or services with respect to any programs or projects being undertaken by Borrower.

5.15 Entire Agreement; Exhibits. This Agreement, together with the other Loan Documents, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous oral or written agreements and negotiations between the Parties with respect thereto. Exhibits A through D attached hereto are incorporated herein by reference as though fully set forth herein.

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date set forth above.

BORROWER:

By: ____________________
Mark Matteri
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2889634.1 Rehabilitation Loan Agreement
City of Modesto
Exhibit A

PROPERTY
Description:

The land referred to is situated in the County of Stanislaus, City of Modesto, State of California, and is described as follows:

Lot 14 in Block 6151 of Quaresma Homes Unit No. 5, according to the Official Map thereof, filed in the Office of the Recorder of Stanislaus County, California, on May 1964, in Volume 20 of Maps, at page 73.

APN: 117-001-011
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2889634.1 Rehabilitation Loan Agreement
City of Modesto
Exhibit B
NOTE
(Attach form of promissory note.)
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2889634.1 Rehabilitation Loan Agreement
City of Modesto
Exhibit C

DEED OF TRUST
(Attach form of deed of trust.)
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2889634.1 Rehabilitation Loan Agreement
City of Modesto
Exhibit D

FORM OF REQUISITION
Requisition No. _____
Reference is made to that certain Residential Rehabilitation Loan Agreement, dated as of ___________, 2024 (the “Agreement”), by and between the City of Modesto (the “City”) and Mark Matteri, (Borrower”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

Borrower requests a disbursement of Loan funds in the amount of $___________ for the costs incurred by the Borrower for the Improvements and accompanied by copies of bills and invoices from third parties.

Borrower requests that the disbursement be made directly to the Contractor in accordance with Section 1.11 of the Agreement.

The disbursement of the amount specified above, when added to all previous disbursements of Loan Proceeds, will result in not more than $ _________________ of Loan Proceeds having been used to pay or reimburse the Borrower for costs incurred for installation and construction of the Improvements. The balance of the Loan after disbursement of funds requested pursuant to this requisition is $ .

The disbursement of funds requested by this Requisition No. ______ is in conformity with the requirements of the Agreement.
_______________________________
Mark Matteri
Approval: City of Modesto
___________________________________________________
By: Jessica Hill, Director of Community and Economic Development 2889634.2
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RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Modesto
P.O. Box 642
Modesto, CA 95353
Attn: Community and Economic
Development Department

EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §§6103, 27383
Space above this line for Recorder’s use.

APN: 117-001-011

DEED OF TRUST WITH ASSIGNMENT OF RENTS,

SECURITY AGREEMENT AND FIXTURE FILING
This DEED OF TRUST WITH ASSIGNMENT OF RENTS, SECURITY
AGREEMENT AND FIXTURE FILING (this “Deed of Trust”) is made as of _________, 2024, by Mark Matteri, as Trustee of Gone Fishing Trust, (the “Trustor”) whose address is 1710 Idylwood Court Modesto, CA 95350 (the “Borrower Address”) to the City of Modesto, a California Charter City, as trustee (the “Trustee”), for the benefit of the City of Modesto, a California charter city (the “Beneficiary”). The Trustor and the Beneficiary are hereinafter collectively referred herein as the “Parties.”

RECITALS
A. The Trustor owns fee simple title to the land described in Exhibit A attached hereto and incorporated herein by this reference (the “Land”).

B. The Beneficiary and the Trustor have entered into a loan agreement dated as of the date hereof (the “Agreement”) pursuant to which the Beneficiary will provide a loan to the Trustor a sum of up to Eighty Eight Thousand Five Hundred and Four Dollars with Zero Cents ($88,504) (the “Loan”) for the purpose of financing a portion of the costs of designing, constructing, and/or installing certain improvements to the Property (the “Project”). The Trustor has issued to the Beneficiary a secured promissory note dated as of the date hereof (the “Note”) to evidence the Trustor’s obligation to repay the Loan. Capitalized terms used herein without definition shall have the meaning ascribed to such terms in the Agreement.

C. As a condition precedent to the making of the Loan, the Beneficiary has required that the Trustor enter into this Deed of Trust and grant to the Trustee for the benefit of the Beneficiary, a first priority lien and security interest in the Property (as hereafter defined) to secure repayment of the Note.
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2890553.2 2
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows.

1. Grant in Trust. Trustor, in consideration of the indebtedness herein recited and the trust herein created, hereby irrevocably and unconditionally grants, transfers, conveys and assigns to Trustee in trust for the benefit of Beneficiary, with power of sale and right of entry and possession, all of Trustor’s right, title and interest now held or hereafter acquired in and to the following: (a) all of that certain real property located at 1710 Idylwood Court in Modesto, California in the County of Stanislaus and the State of California, which is more particularly described in Exhibit A, attached hereto and incorporated herein by this reference (the “Land”); (b) all buildings, improvements and fixtures now or hereafter erected on the Land and all replacements and additions thereto (“Improvements”); (c) all easements, rights of way, appurtenances and other rights used in connection with the Land or as a means of access thereto (“Appurtenances”); (d) all fixtures now or hereafter attached to or used in and about the Land or the Improvements or hereafter located or constructed on the Land, and all renewals or replacements thereof or articles in substitution therefor, whether or not the same are, or shall be attached to the Improvements in any manner (“Fixtures and Equipment”); and (e) all leases, subleases, licenses and other agreements relating to use or occupancy of the Land (“Leases”) and all rents or other payments which may now or hereafter accrue or otherwise become payable to or for the benefit of Trustor (“Rents”) (whether or not such Leases and Rents are permitted pursuant to the Agreement).

All of the above-referenced Land, Improvements, Appurtenances, Fixtures and Equipment, Leases and Rents are herein referred to collectively as the “Property.”

2. Obligations Secured. This Deed of Trust is given for the purpose of securing payment and performance of all of the following (the “Secured Obligations”): (i) all present and future indebtedness evidenced by the Note (including all principal and all other amounts payable pursuant to the Note) and all amendments, modifications, extensions and renewals of the Note; (ii) all present and future obligations of Trustor set forth in this Deed of Trust or in the Agreement; (iii) all additional present and future obligations of Trustor to Beneficiary under any other agreement or instrument acknowledged by Trustor (whether existing now or in the future) which states that it is or such obligations are, secured by this Deed of Trust; (iv) all modifications, supplements, amendments, renewals, and extensions of any of the foregoing, whether evidenced by new or additional documents; and (v) reimbursement of all amounts advanced by or on behalf of Beneficiary to protect Beneficiary’s interests under this Deed of Trust.

3. Assignment of Rents, Issues, and Profits. Trustor hereby irrevocably, absolutely, presently and unconditionally assigns to Beneficiary the rents, royalties, issues, profits, revenue, income and proceeds of the Property. This is an absolute assignment and not an assignment for security only. Subject to the prohibition on the lease or rental of the Property as set forth in the Agreement, Beneficiary hereby confers upon Trustor a license to collect and retain such rents, royalties, issues, profits, revenue, income and proceeds as they become due and payable prior to any Event of Default hereunder. #13..
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Upon the occurrence of any such Event of Default, Beneficiary may terminate such license without notice to or demand upon Trustor and without regard to the adequacy of any security for the indebtedness hereby secured, and may either in person, by agent, or by a receiver to be appointed by a court, enter upon and take possession of the Property or any part thereof, and sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorneys’ fees, to any indebtedness secured hereby, and in such order as Beneficiary may determine.

Beneficiary’s right to the rents, royalties, issues, profits, revenue, income and proceeds of the Property does not depend upon whether or not Beneficiary takes possession of the Property. The entering upon and taking possession of the Property, the collection of such rents, issues, and profits, and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. If an Event of Default occurs while Beneficiary is in possession of all or part of the Property and/or is collecting and applying Rents as permitted under this Deed of Trust, Beneficiary, Trustee and any receiver shall nevertheless be entitled to exercise and invoke every right and remedy afforded any of them under this Deed of Trust and at law or in equity, including the right to exercise the power of sale granted hereunder. Regardless of whether or not Beneficiary, in person or by agent, takes actual possession of the Land and Improvements, Beneficiary shall not be deemed to be a “mortgagee in possession,” shall not be responsible for performing any obligation of the lessor under any Lease, shall not be liable in any manner for the Property, or the use, occupancy, enjoyment or operation of any part of it , and unless due solely to the willful misconduct or gross negligence of Beneficiary, shall not be responsible for any dangerous or defective condition of the Property or any negligence in the management, repair or control of the Property.

4. Fixture Filing. This Deed of Trust is intended to be and constitutes a fixture filing pursuant to the provisions of the Uniform Commercial Code (“UCC”) with respect to all of the Property constituting fixtures, is being recorded as a fixture financing statement and filing under the UCC, and covers property, goods and equipment which are or are to become fixtures related to the Land and the Improvements. Trustor covenants and agrees that this Deed of Trust is to be filed in the real estate records of Stanislaus County and shall also operate from the date of such filing as a fixture filing in accordance with Section 9502 and other applicable provisions of the UCC. This Deed of Trust shall also be effective as a financing statement covering minerals or the like (including oil and gas) and accounts subject to the UCC, as amended. Trustor shall be deemed to be the "debtor" and Beneficiary shall be deemed to be the "secured party" for all purposes under the UCC. The full name of Trustor and the mailing address of Trustor are set forth in Section 7.6 of this Deed of Trust. #13..
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5. Trustor’s Representations, Warranties and Covenants; Rights and Duties of the Parties.

5.1. Trustor’s Estate. Trustor represents and covenants that Trustor is lawfully seized of the estate hereby conveyed and has the right to grant and convey the Property.

5.2 Payment and Performance of Secured Obligations. Trustor will promptly pay and perform all obligations of the Trustor arising in connection with the Secured Obligations in accordance with the respective terms thereof.

5.3 Performance of Covenants. Trustor will observe and perform all of Trustor’s covenants and agreements set forth in the Agreement, the Note, this Deed of Trust and all other instruments secured by the Property.

5.4 Use of Loan Proceeds; Maintenance of the Property. Trustor covenants that it shall use the Loan Proceeds solely for the purpose of financing the Project in accordance with the Agreement. Trustor agrees (a) to keep the Property in good repair and in decent, safe, sanitary, tenantable condition and repair and permit no waste thereof; (b) not to commit or suffer to be done or exist on or about the Land any condition causing the Property to become less valuable; (c) to repair, restore or rebuild promptly any buildings or improvements on the Land that may become damaged or be destroyed while subject to the lien of this Deed of Trust; (d) to comply with all applicable laws, ordinances and governmental regulations affecting the Property or requiring any alteration or improvement thereof, and not to suffer or permit any violations of any such law, ordinance or governmental regulation, nor of any covenant, condition or restriction affecting the Property; and (e) not to initiate or acquiesce in any change in any zoning or other land use or legal classification which affects any of the Property without the Beneficiary’s written consent. If there arises a condition in contravention of this Section, and if the Trustor has not cured such condition within thirty (30) days after receiving a Beneficiary notice of such a condition, then in addition to any other rights available to the Beneficiary, the Beneficiary shall have the right (but not the obligation) to perform all acts necessary to cure such condition, and to establish or enforce a lien or other encumbrance against the Property to recover its cost of cure.

5.5 Appear and Defend. Trustor shall appear in and defend any action or proceeding purporting to affect the Property or the rights or powers of the Beneficiary or Trustee, and shall pay all costs and expenses, including cost of evidence of title and attorney’s fees in a reasonable sum, in any such action or proceeding in which the Beneficiary or Trustee may appear, and in any suit brought by the Beneficiary to foreclose this Deed of Trust.

5.6 Charges; Liens. Trustor shall pay prior to delinquency all taxes, assessments, and other charges, fines, and impositions affecting the Property directly to the payee thereof. Upon request of Beneficiary, Trustor shall promptly furnish to Beneficiary copies of all notices of such amounts due and shall promptly furnish to #13..
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Beneficiary receipts evidencing all such payments made. Trustor shall pay when due each obligation secured by or reducible to a lien, charge or encumbrance which now does or later may encumber or appear to encumber all or part of the Property or any interest therein, whether or not such lien, charge or encumbrance is or would be senior or subordinate to this Deed of Trust. Trustor shall not be required to pay any tax, charge, or assessment so long as Trustor is actively contesting its validity in good faith and by appropriate legal proceedings which will operate to prevent the enforcement of the lien or forfeiture of the Property or any part thereof. Trustor shall post security for the payment of such contested claims as may be requested by the Beneficiary.

5.7 Insurance. Trustor shall keep the Property insured by a standard all-risk property insurance policy in an amount equal to the replacement value of the Property with loss payable to the Beneficiary. The insurance carrier providing such insurance shall be licensed to do business in the State of California and may be chosen by Trustor, subject to approval by Beneficiary. All insurance policies and renewals thereof will be in a form acceptable to the Beneficiary and will include a standard mortgagee clause with standard lender's endorsement in favor of the holder of any senior lien and the Beneficiary as their interests may appear and, in a form, acceptable to the Beneficiary. The Beneficiary shall have the right to hold, or cause its designated agent to hold, the policies and renewals thereof, and Trustor shall promptly furnish to the Beneficiary, or its designated agent, the original insurance policies or certificates of insurance, all renewal notices, and all receipts of paid premiums. In the event of loss, Trustor will give prompt notice to the insurance carrier and the Beneficiary or its designated agent. The Beneficiary, or its designated agent, may make proof of loss if not made promptly by Trustor. The Beneficiary shall receive thirty (30) days advance written notice of the cancellation, expiration or termination or any material change in the coverage afforded by any of the insurance policies required under this Section.

Unless otherwise permitted by the Beneficiary in writing, insurance proceeds, subject to the rights of the holder of any senior lien, will be applied to restoration or repair of the Property damaged. If the Property is abandoned by Trustor, or if Trustor fails to respond to the Beneficiary, or its designated agent, within thirty (30) days from the date notice is mailed by either of them to Trustor that the insurance carrier offers to settle a claim for insurance benefits, the Beneficiary, or its designated agent, is authorized to collect and apply the insurance proceeds at the Beneficiary's option either to restoration or repair of the Property or to pay amounts due under the Agreement and the Note.

If the Property is acquired by the Beneficiary, all right, title and interest of Trustor in and to any insurance policy and in and to the proceeds thereof resulting from damage to the Property prior to the sale or acquisition will pass to the Beneficiary to the extent of the sums secured by this Deed of Trust immediately prior to such sale or acquisition, subject to the rights of the holder of any senior lien.

Renewal policies and any replacement policies, together with premium receipts satisfactory to the Beneficiary, shall be delivered to the Beneficiary at least thirty (30) #13..
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days prior to the expiration of existing policies. Neither Trustee nor the Beneficiary shall by reason of accepting, rejecting, approving, or obtaining insurance incur any liability for the existence, nonexistence, form or legal sufficiency of such insurance, or solvency of any insurer for payment of losses.

5.8 Use of Property. Trustor shall not permit or suffer the use of any of the Property for any purpose other than as a single-family residential dwelling.

5.9 Protection of Beneficiary’s Security. If Trustor fails to perform the covenants and agreements contained in this Deed of Trust, or if any action or proceeding is commenced which materially affects Beneficiary’s interest in the Property, including, but not limited to, eminent domain, insolvency, code enforcement, arrangements or proceedings involving a bankrupt or decedent, foreclosure of any mortgage secured by the Property or sale of the Property under a power of sale of any instrument secured by the Property, then Beneficiary, at Beneficiary’s option, upon notice to Trustor, may make such appearance, disburse such sums and take such action as is necessary to protect Beneficiary’s interest, including, but not limited to, the purchase of insurance, disbursement of reasonable attorney’s fees and entry upon the Property to make repairs. Any amounts disbursed by Beneficiary pursuant to this Section, with interest thereon, shall become additional indebtedness of Trustor secured by this Deed of Trust. Unless Trustor and Beneficiary agree to other terms of payment, such amounts shall be payable upon notice from Beneficiary to Trustor requesting payment thereof and shall bear interest from the date of disbursement at the highest rate permissible under applicable law. Nothing contained in this Section shall require Beneficiary to incur any expense or take any action hereunder.

5.10 Inspection. Beneficiary or its agent may make or cause to be made reasonable entries upon and inspections of the Property. Beneficiary shall give Trustor notice at the time of or prior to any such inspection specifying reasonable cause for the inspection.

5.11 Awards and Damages. All judgments, awards of damages, settlements and compensation made in connection with or in lieu of (a) taking of all or any part of or any interest in the Property by or under assertion of the power of eminent domain, (b) any damage to or destruction of the Property or any part thereof by insured casualty, and (c) any other injury or damage to all or any part of the Property, are hereby assigned to and shall be paid to the Beneficiary. The Beneficiary is authorized and empowered (but not required) to collect and receive any such sums and is authorized to apply them in whole or in part upon any indebtedness or obligation secured hereby, in such order and manner as the Beneficiary shall determine at its option. The Beneficiary shall be entitled to settle and adjust all claims under insurance policies provided under this Deed of Trust and may deduct and retain from the proceeds of such insurance the amount of all expenses incurred by it in connection with any such settlement or adjustment. All or any part of the amounts so collected and recovered by the Beneficiary may be released to Trustor upon such conditions as the Beneficiary may impose for its disposition. Application of all or any part of the amounts collected and #13..
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received by the Beneficiary, or the release thereof shall not cure or waive any default under this Deed of Trust. If the Property is abandoned by Trustor, or if, after notice by Beneficiary to Trustor that the condemnor offers to make an award or settle a claim for damages, Trustor fails to respond to Beneficiary within thirty (30) days after the date such notice is mailed, Beneficiary is authorized to collect and apply the proceeds, at Beneficiary’s option, either to restoration or repair of the Property or to the sum secured by this Deed of Trust.

5.12 Prohibition on Transfers of Interest. If all or any part of the Property or an interest therein is sold or transferred by Trustor without Beneficiary’s prior written consent, Beneficiary may, at Beneficiary’s option, declare all sums secured by this Deed of Trust to be immediately due and payable.

5.13 Sale or Forbearance. No sale of the Property, forbearance on the part of Beneficiary or extension of the time for payment of the indebtedness hereby secured shall operate to release, discharge, waive, modify, change or affect the liability of Trustor either in whole or in part.

5.14 Beneficiary’s Rights to Release. Without affecting the liability of any person for payment of any indebtedness hereby secured (other than any person released pursuant hereto), including without limitation any one or more endorsers or guarantors, and without affecting the lien hereof upon any of the Property not released pursuant hereto, at any time and from time to time without notice: (a) Beneficiary may in its sole discretion: (i) release any person now or hereafter liable for payment of any or all such indebtedness, (iii) extend the time for or agree to alter the terms of payment of any or all of such indebtedness, and (iii) release or accept additional security for such indebtedness, or subordinate the lien or charge hereof; and (b) Trustee, acting pursuant to the written request of the Beneficiary, may reconvey all or any part of the Property, consent to the making of any map or plot of the Land, join in granting any assessment thereon, or join in any such agreement of extension or subordination.

5.15 Reconveyance. Upon payment of all sums and satisfaction of all obligations secured by this Deed of Trust, Beneficiary shall request Trustee to reconvey the Property and shall surrender this Deed of Trust and all notes evidencing indebtedness secured by this Deed of Trust to Trustee. Trustee shall reconvey the Property without warranty and without charge to the person or persons legally entitled thereto. Such person or persons shall pay all costs of recordation, if any. The recitals in the reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof.

5.16 Notice of Claims; Reimbursement of Costs.
(a) Notice of Claims. The Trustor shall provide written notice to Beneficiary of any uninsured or partially uninsured loss affecting the Property through fire, theft, liability, or property damage in excess of an aggregate of Ten Thousand Dollars ($10,000) within three business days of the occurrence of such loss. The Trustor shall #13..
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ensure that the Beneficiary shall receive timely notice of, and shall have a right to cure, any default under any other financing document or other lien affecting the Property and shall use best efforts to ensure that provisions mandating such notice and allowing such right to cure shall be included in all such documents. Within three business days of the Trustor’s receipt thereof, the Trustor shall provide the Beneficiary with a copy of any notice of default the Trustor receives in connection with any financing document secured by the Property or any part thereof.
(b) Compensation; Reimbursement of Costs. The Trustor agrees to pay all reasonable fees, costs and expenses charged by the Beneficiary or the Trustee for any service that the Beneficiary or the Trustee may render in connection with this Deed of Trust, including without limitation, fees and expenses related to provision of a statement of obligations or related to a reconveyance. The Trustor further agrees to pay or reimburse the Beneficiary for all costs, expenses and other advances which may be incurred or made by the Beneficiary or Trustee in any efforts to enforce any terms of this Deed of Trust, including any rights or remedies afforded to the Beneficiary or the Trustee or both of them under Section 7.2, whether or not any lawsuit is filed, or in defending any action or proceeding arising under or relating to this Deed of Trust, including reasonable attorneys’ fees and other legal costs, costs of any disposition of the Property under the power of sale granted hereunder or any judicial foreclosure, and any cost of evidence of title.

5.17 Indemnification. Trustor agrees to indemnify, defend (with counsel approved by Beneficiary) and hold the Beneficiary, its elected and appointed officers, officials, agents and employees (“Indemnitees”) harmless from and against any and all losses, damages, claims, actions, demands, judgments, penalties, costs and expenses (including reasonable attorneys’ fees) and liabilities (all of the foregoing, collectively “Claims”) which the Indemnitees may sustain or suffer directly or indirectly as a result of or arising in connection with (i) Trustor’s failure to perform any obligations as and when required by the Note, the Agreement, or this Deed of Trust, (ii) the failure at any time of any of Trustor’s representations and warranties made in connection with the Loan to be true and correct, or (iii) any action or omission by Indemnitees in connection with this Deed of Trust, except to the extent any such Claim arises due to the gross negligence or willful misconduct of Indemnitees.

6. Events of Default; Remedies

6.1 Events of Default. Any one or more of the following events shall constitute a default under this Deed of Trust (“Event of Default”):
(a) Failure of the Trustor to pay the indebtedness secured hereby or any installment thereof when and as the same become due and payable, whether at maturity or by acceleration or otherwise; (b) Failure of Trustor to timely observe or to perform any covenant condition or agreement to be observed or performed by Trustor #13..
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pursuant to the Agreement, the Note or this Deed of Trust; (c) The occurrence of any event of default which, under the terms of the Agreement or the Note, shall entitle the Beneficiary to exercise the rights or remedies thereunder;
(d) Failure of Trustor to perform any monetary obligation which arises under this Deed of Trust, and does not cure that failure within ten (10) days following written notice from Beneficiary or Trustee; (e) If Trustor’s interest in the Property or any part thereof is voluntarily or involuntarily sold, transferred, leased, encumbered, or otherwise conveyed in violation of Section 5.12 hereof or if any other transfer occurs in violation of the Agreement;
(f) Failure of Trustor to pay taxes or assessments due on the Land or the Improvements or failure to pay any other charge that may result in a lien on the Land or the Improvements, and Trustor fails to cure such default within 15 days;
(g) Failure of Trustor to maintain the insurance coverage required under the Agreement and Trustor fails to cure such default within 60 days;
(h) If, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (“Bankruptcy Law”), Borrower (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against Borrower in an involuntary case; (iii) consents to the appointment of a trustee, receiver, assignee, liquidator or similar official for Borrower; (iv) makes an assignment for the benefit of its creditors; or (v) admits in writing its inability to pay its debts as they become due.
(i) If an event of default has been declared by the holder of any debt instrument secured by a mortgage or deed of trust on Borrower’s interest in the Property and such holder exercises a right to declare all amounts due under that debt instrument immediately due and payable, subject to the expiration of any applicable cure period set forth in such holder’s documents.
(j) Failure of Trustor to perform any obligation arising under this Deed of Trust other than one enumerated in this Section 6.1 and does not cure that failure either within ten (10) days ("Initial Cure Period") after written notice from Beneficiary or Trustee in the event of a monetary default, or within thirty (30) days after such written notice #13..
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in the event of a nonmonetary default (or such longer time as Beneficiary may agree upon in writing), provided that Trustor commences to cure the default within the Initial Cure Period and thereafter prosecutes such cure with due diligence and in good faith and Beneficiary in the exercise of reasonable judgment determines that a cure cannot reasonably be completed prior to expiration of the Initial Cure Period.

6.2 Remedies. Subject to the applicable notice and cure provisions set forth herein, at any time after an Event of Default, the Beneficiary and the Trustee shall be entitled to invoke any and all of the rights and remedies described below, and may exercise any one or more or all, of the remedies set forth in the Agreement, and any other remedy existing at law or in equity or by statute. All of the Beneficiary’s rights and remedies shall be cumulative, and the exercise of any one or more of them shall not constitute an election of remedies. The Beneficiary shall be entitled to collect all expenses incurred in pursuing the remedies provided hereunder, including without limitation reasonable attorneys’ fees and costs of title evidence. (a) Acceleration. The Beneficiary may declare any or all of the Secured Obligations to be due and payable immediately.
(b) Receiver. The Beneficiary may apply to any court of competent jurisdiction for, and obtain appointment of, a receiver for the Property. (c) Entry. The Beneficiary, in person, by agent or by court-appointed receiver, may enter, take possession of, manage and operate all or any part of the Property, and may also do any and all other things in connection with those actions that the Beneficiary may in its sole discretion consider necessary and appropriate to protect the security of this Deed of Trust. Such other things may include: taking and possessing copies of all of the Trustor's or the then owner's books and records concerning the Property; entering into, enforcing, modifying, or canceling Leases on such terms and conditions as the Beneficiary may consider proper; obtaining and evicting tenants; fixing or modifying Rents; collecting and receiving any payment of money owing to the Trustor; completing any unfinished construction; and/or contracting for and making repairs and alterations. If the Beneficiary so requests, the Trustor shall assemble all of the Property that has been removed from the Land and make all of it available to the Beneficiary at the site of the Land. The Trustor hereby irrevocably constitutes and appoints the Beneficiary as the Trustor's attorney- in-fact to perform such acts and execute such documents as the Beneficiary in its sole discretion may consider to be appropriate in connection with taking these measures, including endorsement of the Trustor's name on any instruments. Regardless of any provision of this Deed of Trust, the Beneficiary shall not be considered to have accepted any property other than cash or immediately available funds in satisfaction of any obligation of the Trustor to the Beneficiary, unless the Beneficiary has given express written notice of the Beneficiary's election of that remedy in accordance with UCC Section 9621, as it may be amended or recodified from time to time.
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(d) Cure; Protection of Security. Either the Beneficiary or the Trustee may cure any breach or default of the Trustor, and if it chooses to do so in connection with any such cure, the Beneficiary or the Trustee may also enter the Property and/or do any and all other things which it may in its sole discretion consider necessary and appropriate to protect the security of this Deed of Trust. Such other things may include:
appearing in and/or defending any action or proceeding which purports to affect the security of, or the rights or powers of the Beneficiary or the Trustee under, this Deed of Trust; paying, purchasing, contesting or compromising any encumbrance, charge, lien or claim of lien which in the Beneficiary's or the Trustee's sole judgment is or may be senior in priority to this Deed of Trust, such judgment of the Beneficiary or the Trustee to be conclusive as among the Beneficiary, the Trustee and the Trustor; obtaining insurance and/or paying any premiums or charges for insurance required to be carried hereunder; otherwise caring for and protecting any and all of the Property; and/or employing counsel, accountants, contractors and other appropriate persons to assist the Beneficiary or the Trustee. The Beneficiary and the Trustee may take any of the actions permitted under this Subsection 7.2(d) either with or without giving notice to any person, except for notices required under applicable law. Any amounts disbursed by the Beneficiary pursuant to this paragraph shall become additional indebtedness secured by this Deed of Trust.
(e) UCC Remedies. The Beneficiary may exercise any or all of the remedies granted to a secured party under the UCC.
(f) Judicial Action. The Beneficiary may bring an action in any court of competent jurisdiction to foreclose this Deed of Trust in the manner provided by law for foreclosure of mortgages on real property and/or to obtain specific enforcement of any of the covenants or agreements of this Deed of Trust.
(g) Power of Sale. Under the power of sale hereby granted, the Beneficiary shall have the discretionary right to cause some or all of the Property, including any Property which constitutes personal property, to be sold or otherwise disposed of in any combination and in any manner permitted by applicable law.

6.3 Power of Sale. If the Beneficiary elects to invoke the power of sale hereby granted, the Beneficiary shall execute or cause the Trustee to execute a written notice of such default and of its election to cause the Property to be sold to satisfy the obligations hereof and shall cause such notice to be recorded in the office of the Recorder of each County wherein the Property or some part thereof is situated.

Prior to publication of the notice of sale, the Beneficiary shall deliver to the Trustee this Deed of Trust and the Note or other evidence of indebtedness, which is secured hereby, together with a written request for the Trustee to proceed with a sale of the Property, pursuant to the provisions of law and this Deed of Trust. #13..
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Notice of sale having been given as then required by law, and not less than the time then required by law having elapsed after recordation of such notice of default, the Trustee, without demand on the Trustor, shall sell the Property at the time and place fixed by it in the notice of sale, either as a whole or in separate parcels and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. The Trustee may, and at the Beneficiary’s request shall, postpone sale of all or any portion of the Property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time and place fixed by the preceding postponement. The Trustee shall deliver to the purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including the Trustor, the Trustee, or the Beneficiary, may purchase at such sale.

After deducting all costs, fees, and expenses of the Trustee and of the trust hereby created, including reasonable attorneys’ fees in connection with sale, the Trustee shall apply the proceeds of sale to payment of all sums advanced or expended by the Beneficiary or the Trustee under the terms hereof and all outstanding sums then secured hereby, and the remainder, if any, to the person or persons legally entitled thereto.

6.4 Trustee Substitution. The irrevocable power to appoint a substitute trustee or trustees hereunder is hereby expressly granted to the Beneficiary, to be exercised at any time hereafter, without specifying any reason therefor, by filing for record in the office where this Deed of Trust is recorded a deed of appointment and said power of appointment of successor trustee or trustees may be exercised as often as and whenever the Beneficiary deems advisable. The exercise of said power of appointment, no matter how often, shall not be deemed an exhaustion thereof, and upon recording of such deed or deeds of appointment, the trustee or trustees so appointed shall thereupon, without further act or deed of conveyance, succeed to and become fully vested with identically the same title and estate in and to the Property hereby conveyed and with all the rights, powers, trusts and duties of the predecessor in the trust hereunder, with the like effect as if originally named as trustee or as one of the trustees.

6.5 Trustor’s Waivers. To the fullest extent permitted by law, the Trustor waives: (a) all statutes of limitations as a defense to any action or proceeding brought against the Trustor by the Beneficiary; (b) the benefit of all laws now existing or which may hereafter be enacted providing for any appraisement, valuation, stay, extension, redemption or moratorium; (c) all rights of marshalling in the event of foreclosure; and (d) all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of this Deed of Trust and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind.
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7. Miscellaneous Provisions.

7.1 Successors and Assigns. The covenants and agreements contained in this Deed of Trust shall bind, and the benefit and advantages hereunder shall inure to, the respective heirs, executors, administrators, successors and assigns of the parties; provided however, nothing in this Section is intended to or shall modify any restrictions on assignment set forth herein or in the Note or Agreement. As used herein, the words “the Beneficiary” means the present Beneficiary or any future owner or holder, including a pledgee of the indebtedness secured hereby.

7.2 Headings; Gender, Number. The captions and headings used in this Deed of Trust are inserted only for convenience of reference and in no way define, limit, or describe the scope or intent of this Deed of Trust, or of any particular provision thereof, or the proper construction thereof. Wherever used, the singular number shall include the plural, and the plural the singular, and the use of any gender shall be applicable to all genders.

7.3 Approvals in Writing. Except as otherwise specifically provided herein, whenever any approval, notice, direction, consent, request or other action by the Beneficiary is required or permitted under this Deed of Trust, such action shall be in writing.

7.4 Joint and Several Obligations. If more than one person has executed this Deed of Trust as Trustor, the obligations of all such persons hereunder shall be joint and several.

7.5 Severability. If any provision of this Deed of Trust shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.

7.6 Notices. Except for any notice required under applicable law to be given in another manner (a) any notice to Trustor provided for in this Deed of Trust shall be given by mailing such notice by certified mail directed to the Property address or any other address Trustor designates by notice to Beneficiary as provided herein; and, (b) any notice to Beneficiary shall be given by certified mail, return receipt requested, to Beneficiary’s mailing address stated herein or to such other address as Beneficiary may designate by notice to Trustor as provided herein. Any notice provided for in this Deed of Trust shall deem to have been given to Trustor or Beneficiary when given in the manner designated herein.

Beneficiary: City of Modesto
P.O. Box 642
Modesto, CA 95353
Attn: Community and Economic Development Dept.
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Trustor: Mark Matteri
1710 Idylwood Court
Modesto, CA 95350

7.7 Waiver, Modification and Amendment. Each waiver by the Beneficiary or the Trustee must be in writing, and no waiver shall be construed as a continuing waiver.

No waiver shall be implied from any delay or failure by the Beneficiary or the Trustee to take action on account of any default of the Trustor. Consent by the Beneficiary or the Trustee to any act or omission by the Trustor shall not be construed as a consent to any other or subsequent act or omission or to waive the requirement for the Beneficiary's or the Trustee's consent to be obtained in any future or other instance. No amendment to or modification of this Deed of Trust shall be effective unless and until such amendment or modification is in writing, executed by the Trustor and the Beneficiary. Without limiting the generality of the foregoing, the Beneficiary’s acceptance of payment of any sum secured hereby after its due date shall not constitute a waiver by the Beneficiary of its right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay.

7.8 Governing Law. This Deed of Trust shall be governed by the laws of the State of California without regard to principles of conflicts of laws. The Trustor agrees that any controversy arising under or in relation to this Deed of Trust shall be litigated exclusively in Stanislaus County.

IN WITNESS WHEREOF, the Trustor has executed this Deed of Trust as of the date first written above.

TRUSTOR
By:_______________________
SIGNATURES MUST BE NOTARIZED.
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ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of Stanislaus )
On_____________ before me, _____________________________, Notary Public, , personally appeared, ___________________________________, who proved to me the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature_____________________________
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Exhibit A
LAND
Description:

The land referred to is situated in the County of Stanislaus, City of Modesto, State of California, and is described as follows:

Lot 14 in Block 6151 of Quaresma Homes Unit No. 5, according to the Official Map thereof, filed in the Office of the Recorder of Stanislaus County, California, on May 1964, in Volume 20 of Maps, at page 73.

APN: 117-001-011
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2890547.1 1

SECURED PROMISSORY NOTE
City of Modesto
Residential Rehabilitation Loan Program
Loan No. ____________ 1710 Idylwood Court
Modesto, California
_____________, 2024
FOR VALUE RECEIVED, the undersigned, Mark Matteri, a Trustee of Gone Fishing Trust, an individual, (“Borrower”), promises to pay to the City of Modesto, a California charter City (“City”), in lawful money of the United States, the principal sum of EightyEight Thousand Five Hundred and Four Dollars and Zero Cents ($88,504.00) or so much thereof as may be advanced by City pursuant to the Loan Agreement referred to below, in accordance with the terms and conditions described herein.

This Promissory Note (this “Note”) has been executed and delivered pursuant to and in accordance with the terms and conditions of a Residential Rehabilitation Loan and Grant Agreement dated as of the date hereof by and between Borrower and City (the “Loan Agreement”). This Note is subject to the terms and conditions of the Loan Agreement, which is by this reference incorporated herein and made a part hereof.

Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Loan Agreement.

This Note is secured by that certain Deed of Trust (the “Deed of Trust”) dated as of the date hereof, executed by Borrower and recorded against the Property in the Official Records of Stanislaus County.

1. PAYMENTS

1.1 TERM. Commencing on the 1st month, 90 days after the date of Completion and continuing every month through December 1, 2044 (the “Maturity Date”), The entire outstanding principal balance of this Note, and all other sums due hereunder, is due and payable in full on the earlier of the Maturity date or upon the occurrence of an Event of Default as defined in Section 4.1 of the Agreement.

1.2 MONTHLY PAYMENTS. Borrower agrees to make monthly payments of principal of Three Hundred and Sixty-Nine Dollars and Zero Cents ($369.00) (the “Monthly Payment”). Borrower shall provide the City with Monthly payment on the first day of each month. If Borrower does not make the Monthly Payment by the tenth (10th) day of the month, the payment shall be late, and borrower shall pay a later fee of three percent (3%) of the required payment. The entire outstanding principal balance of this Note, and all other sums due hereunder, is due and payable in full on the earlier of the Maturity date or upon the occurrence of an Event of Default as defined in the Agreement.
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2890547.1 2

1.3 INTEREST RATE. Commencing on the date of initial disbursement of the proceeds of the Loan and continuing through the date that all indebtedness and other amounts payable under the Loan Agreement and this Note are paid in full, interest on the Loan shall accrue at the rate of zero percent (0%) per annum on the unpaid principal outstanding from time to time.

1.3 PREPAYMENT. Borrower may, without premium or penalty, at any time and from time to time, prepay all or any portion of the outstanding principal balance due under this Note. Prepayments shall be applied first to any unpaid late charges and other costs and fees then due and then to principal. In no event shall any amount due under this Note become subject to any rights of offset, deduction or counterclaim on the part of Borrower.

1.4 MANNER OF PAYMENT. All payments on this Note shall be made to City at P.O. Box 642, Modesto, CA 95353, or such other place as City shall designate to Borrower in writing, or by wire transfer of immediately available funds to an account designated by City in writing.

2. DEFAULTS

2.1 EVENTS OF DEFAULT. The occurrence of any one or more of the following events shall constitute an event of default hereunder (“Event of Default”):
(a) If Borrower fails to pay when due the principal and interest payable under this Note and such failure continues for ten (10) calendar days after City notifies Borrower thereof in writing.
(b) If any representation or warranty contained in the Loan and Grant Documents or any certificate furnished in connection with the foregoing or in connection with any request for disbursement of Loan Proceeds proves to have been false or misleading in any material adverse respect when made.
(c) Borrower fails to commence and complete construction and/or installation of the Improvements in accordance with Section 2.1 of the Loan Agreement. (d) If an Event of Default shall have been declared under any other Loan and Grant Document, subject to the expiration of any applicable cure period set forth in such documents.
(e) If, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (“Bankruptcy Law”), Borrower (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against Borrower in an involuntary case; (iii) consents to the appointment of a trustee, receiver, assignee, liquidator or similar official for Borrower; (iv) makes an assignment for the benefit of its creditors; or (v) admits in writing its inability to pay its debts as they become due.
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2890547.1 3
(f) If an event of default has been declared by the holder of any debt instrument secured by a mortgage or deed of trust on the Improvements or Borrower’s interest in the Property and such holder exercises a right to declare all amounts due under that debt instrument immediately due and payable, subject to the expiration of any applicable cure period set forth in such holder’s documents. (g) If the Borrower fails to maintain insurance on the Property as required pursuant to the Loan and Grant Documents, and Borrower fails to cure such default within 60 days.
(h) Borrower, or Borrower’s heir ceases to occupy the Property as Borrower’s Principal Residence in accordance with Section 3.5 of the Loan Agreement. (i) Borrower defaults in the performance of any term, provision, covenant or agreement (other than an obligation enumerated in this Section 4.1) contained in the Loan Agreement or unless a shorter cure period for such default is specified herein, the default continues for ten (10) days in the event of a monetary default or thirty (30) days in the event of a nonmonetary default after the date upon which City shall have given written notice of the default to Borrower (or such longer time as City may agree upon in writing), provided that in each case Borrower commences to cure the default within thirty (30) days and thereafter prosecutes the curing of such default with due diligence and in good faith.

2.2 REMEDIES. Upon the occurrence of an Event of Default hereunder, City may, at its option (i) by written notice to Borrower, declare the entire unpaid principal balance of this Note and all sums due hereunder, immediately due and payable regardless of any prior forbearance, (ii) foreclose on the Property, (iii) exercise any and all rights and remedies available to it under applicable law, and (iv) exercise any and all rights and remedies available to City under this Note, the Deed of Trust and the Loan Agreement. Borrower shall pay all reasonable costs and expenses incurred by or on behalf of City including, without limitation, reasonable attorneys' fees, incurred in connection with City's enforcement of this Note and the exercise of any or all of its rights and remedies hereunder.

3. MISCELLANEOUS

3.1 WAIVER. The rights and remedies of City under this Note shall be cumulative and not alternative. No waiver by City of any right or remedy under this Note shall be effective unless in writing signed by City. Neither the failure nor any delay in exercising any right, power or privilege under this Note will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege by City will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law (a) no claim or right of City arising out of this Note can be discharged by City, in whole or in part, by a waiver or renunciation of the claim or right unless in a writing, signed by City; (b) no waiver that may be given by City will be applicable except in the specific instance for which it is given; and (c) no #13..
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2890547.1 4
notice to or demand on Borrower will be deemed to be a waiver of any obligation of Borrower or of the right of City to take further action without notice or demand as provided in this Note. Borrower hereby waives presentment, demand, protest, notices of dishonor and of protest and all defenses and pleas on the grounds of any extension or extensions of the time of payment or of any due date under this Note, in whole or in part, whether before or after maturity and with or without notice.

3.2 NOTICES. Any notice required or permitted to be given hereunder shall be given in accordance with Section 5.1 of the Loan Agreement.

3.3 SEVERABILITY. If any provision in this Note is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Note will remain in full force and effect. Any provision of this Note held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

3.4 GOVERNING LAW; VENUE. This Note shall be governed by the laws of the State of California without regard to principles of conflicts of laws. Venue shall be Stanislaus County, California.

3.5 PARTIES IN INTEREST. This Note shall bind Borrower and its successors and assigns and shall accrue to the benefit of City and its successors and assigns.

3.6 SECTION HEADINGS, CONSTRUCTION. The headings of Sections in this Note are provided for convenience only and will not affect its construction or interpretation.

3.7 RELATIONSHIP OF THE PARTIES. The relationship of Borrower and City under this Note is solely that of borrower and lender, and the loan evidenced by this Note will in no manner make City the partner or joint venturer of Borrower.

3.8 TIME IS OF THE ESSENCE. Time is of the essence with respect to every provision of this Note.

3.9. JOINT AND SEVERAL OBLIGATIONS If this Note is executed by more than one person as Borrower, the obligations of each shall be joint and several.

3.10 ASSIGNMENT BY LENDER; SUCCESSORS AND ASSIGNS. City may assign its rights to receive the proceeds under this Note to any person, and upon notice to Borrower of such assignment, all payments shall be made to the assignee. The promises and agreements herein contained shall bind and inure to the benefit of, as applicable, the respective heirs, executors, administrators, successors and assigns of the parties; provided however, Borrower may not assign this Note without City’s written consent except in accordance with the Loan Agreement and the Deed of Trust.

Executed as of the date first written above.
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BORROWER
_____________________________________
Mark Matteri
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Rehabilitation Grant Agreement
City of Modesto

RESIDENTIAL REHABILITATION GRANT AGREEMENT
This Residential Rehabilitation Grant Agreement (this “Agreement”) is entered into as of this____________, 2024, ("Effective Date") by and between the City of Modesto, a California charter city (the “City”) and Mark Matteri, as Trustee of Gone Fishing Trust (the “Owner”). Owner and City are collectively referred to as the "Parties"

RECITALS
WHEREAS, to further its goal of improving and preserving housing for low and moderate income households, the City has authorized the Residential Rehabilitation Grant Program (the “Program”) pursuant to which the City provides financial assistance to owner-occupants of a single family home to undertake needed repairs and improvements; and
WHEREAS, Owner is the owner of that certain real property located at 1710 Idylwood Court in the City of Modesto, California (“Property”) as more particularly described in Exhibit A attached hereto and incorporated herein by this reference.

WHEREAS, Owner has requested, and City has agreed, to provide a grant in the amount of Ten Thousand Dollars and Zero Cents ($10,000.00) (the “Grant”) pursuant to the terms and conditions hereof for the purpose of financing a portion of the costs of designing, constructing, and/or installing the improvements to the Property (the “Improvements”).

WHEREAS, the City has determined that (i) the Owner meets the Program eligibility requirements, and (ii) provision of the Grant for the Improvements pursuant to the terms of this Agreement is consistent with the interests of the health, safety and welfare of the residents of the City.

WHEREAS, concurrently herewith Owner shall execute a Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing which shall provide City with a security interest in the Property (“Deed of Trust”) in the amount of the Grant.

This Agreement and the Deed of Trust are collectively hereinafter referred to as the “Grant Documents.”
WHEREAS, Owner has entered into that certain contract dated April 9, 2024 with Garcia Septic and Construction Inc. (the “Contractor”) to construct the Improvements.

WHEREAS, pursuant to this Agreement, monies disbursed from the Grant will be sent directly to the Contractor as payment for services rendered. #13..
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Rehabilitation Grant Agreement
City of Modesto
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I

GRANT TERMS

1.1 Grant Amount. The City agrees to provide the Grant to Owner for construction of the Improvements upon the terms and conditions and for the purposes set forth in this Agreement.

1.2 Term. The entire amount of the Grant shall be due and payable upon the occurrence of an Event of Default under Article IV of this Agreement, if such Event of Default occurs prior to the Ten Year(10) Maturity Date.

1.3 Use of Proceeds. Owner shall use the proceeds of the Grant (“Grant Proceeds”) solely and exclusively to pay for costs billed to Owner by third-parties in connection with the design and construction of the Improvements and such other costs related to the Improvements as City may approve in writing.

1.4 Disbursement of Grant Proceeds. Provided that Owner has satisfied the conditions set forth in Section 1.5, City shall disburse the Grant Proceeds to Owner in accordance with the provisions of Section 1.11 herein.

1.5 Conditions Precedent to Disbursement of Proceeds. City’s obligation to fund the Grant and disburse the Grant Proceeds is conditioned upon the satisfaction of all of the following conditions:
(a) Owner’s execution and delivery to City of this Agreement and the Deed of Trust;
(b) Owner’s delivery to City of evidence reasonably satisfactory to City that Owner has obtained all necessary permits (including without limitation, building permits), licenses, and approvals required to undertake the Improvements; (c) Owner’s delivery to City of (i) the final budget for the Improvements, (ii) the construction contract, (iii) a written requisition substantially in the form attached hereto as Exhibit C; (iv) detailed receipts or invoices that match the project description and final budget; (v) proof of payment and (vi) and copies of such other documents related to the Improvements as City may reasonably request; (d) Owner’s delivery to City of a certification from the City’s Building Department in accordance with Section 2.2.
(e) Owner’s delivery to City of the insurance certificates required under Section 3.2 of this Agreement.
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Rehabilitation Grant Agreement
City of Modesto

1.6 No Obligation to Disburse Proceeds Upon Default. Notwithstanding any other provision of this Agreement, the City shall have no obligation to disburse any portion of the Grant Proceeds if there is an occurrence of an Event of Default under the Grant Documents.

1.7 Security. As security for repayment of the Grant in the event of a default, Owner shall execute the Deed of Trust in favor of the City as beneficiary pursuant to which the City shall be provided a lien against the Property. The Deed of Trust shall be dated as of the Effective Date, shall be substantially in the form attached hereto as Exhibit B, and shall be recorded in the official records of Stanislaus County.

1.8 Disbursement of Grant Proceeds. Upon satisfaction of the conditions set forth in Section 1.5 herein, City shall make Grant disbursements to Contractor following Owner’s provision to City of a written requisition, in form and substance satisfactory to City as set forth in Exhibit C, specifying the amount and use of the requested Grant proceeds, accompanied by copies of bills and invoices and such other documentation as City may reasonably require. Subsequent disbursements shall be made to Contractor no more than once per calendar month, upon City’s receipt of written requisitions and supporting documentation as described in this Section.

ARTICLE II

CONSTRUCTION OF THE IMPROVEMENTS

2.1 Construction Schedule. Owner shall commence construction of the Improvements within 7 days following the Effective Date. Owner shall complete construction of the Improvements and obtain certification from the City’s Building Department in accordance with Section 2.2 no later than one hundred twenty (120) days after the commencement of construction.

2.2 Certification. Promptly after completion of the Improvements, Owner shall obtain certification from the City’s Building Department certifying that the Improvements have been completed in accordance with Applicable Laws (defined in Section 2.10) and this Agreement.

2.3 Approval of Plans and Specifications. City shall have the right to approve the plans and specifications for the Improvements (“Plans and Specifications”).

Owner must obtain City's written approval of any modification to the Plans and Specifications arising prior to or during the course of construction. City must also approve any additional construction work proposed to be performed during the construction of the Improvements, whether constructed with City funds or Owner's funds, or funds from any other source.

2.4 Inspections. Owner shall permit the City’s agents or representatives to enter upon the Property to inspect the Improvements; permit them to examine all detailed plans and shop drawings for the Improvements; and cause the general contractor and/or subcontractors to cooperate with the City in this regard, during normal business hours. If any of the work, in the reasonable opinion of the City, is not being #13..
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Rehabilitation Grant Agreement
City of Modesto
performed in accordance with the approved Plans and Specifications, the City will provide Owner with written notice of same. Observation by the City of construction shall be for the purpose of protecting the security of the Grant only, and such observation shall in no way be construed as an acknowledgment that the Plans and Specifications for the Improvements have been complied with or that the construction is free from defect or in compliance with the terms of this Agreement.

2.5 Project Approvals. Owner acknowledges and agrees that execution of this Agreement by City does not constitute approval for the purpose of the issuance of building permits for the Improvements, does not limit in any manner the discretion of City in such approval process, and does not relieve Owner from the obligation to apply for and obtain all necessary entitlements, approvals, and permits for the Improvements, including without limitation, the approval of architectural plans, the issuance of any certificates regarding historic resources required in connection with the Improvements (if any), and the completion of any required environmental review.

Owner covenants that it shall: (i) obtain all necessary permits and approvals which may be required by City or any other governmental agency having jurisdiction over the Improvements or the Property, (ii) comply with all Conditions of Approval, (iii) comply with all mitigation measures imposed in connection with any environmental review of the Improvements, and (iv) not commence construction work on the Improvements prior to issuance of building permits required for such work.

2.6 Fees. Owner shall be solely responsible for, and shall promptly pay when due, all customary and usual fees and charges of City in connection with obtaining building permits and other approvals for the Improvements, including without limitation, those related to the processing and consideration of amendments, if any, to the current entitlements, any related approvals and permits, environmental review, design review, architectural review, historic review, and any subsequent approvals for the Improvements or the development of the Property.

2.7 Cost of Construction. Except as expressly set forth herein, Owner shall be solely responsible for all direct and indirect costs and expenses incurred in connection with the design, development and construction of the Improvements and compliance with the Conditions of Approval, and none of such costs and expenses shall be the obligation of the City or the City.

2.8 Equal Opportunity. During the construction of the Improvements, there shall be no discrimination on the basis of race, color, religion, creed, sex, sexual orientation, marital status, ancestry or national origin in the hiring, firing, promoting or demoting of any person engaged in construction of the Improvements, and Owner shall direct its contractors and subcontractors to refrain from discrimination on such basis.

2.9 Prevailing Wage Requirements. Owner shall pay or cause Owner’s contractors and subcontractors to pay prevailing wages for the construction of the Improvements as those wages are determined pursuant to Labor Code Section 1720 et seq. (“Prevailing Wage Laws”) and shall comply or shall cause the contractors and #13..
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subcontractors to comply with all applicable local, federal, and state labor standards and prevailing wage provisions.

Owner shall indemnify, defend (with counsel approved by City) and hold the City and its respective elected and appointed officers, officials, employees, agents, consultants, and contractors (collectively, the “Indemnitees”) harmless from and against all liability, loss, cost, expense (including without limitation attorneys’ fees and costs of litigation), claim, demand, action, suit, judicial or administrative proceeding, penalty, deficiency, fine, order, and damage (all of the foregoing collectively “Claims”) which directly or indirectly, in whole or in part, are caused by, arise in connection with, result from, relate to, or are alleged to be caused by, arise in connection with, or relate to, the payment or requirement of payment of prevailing wages (including without limitation, all claims that may be made by contractors, subcontractors or other third party claimants pursuant to Labor Code Sections 1726 and 1781) or the requirement of competitive bidding in the construction of the Improvements, the failure to comply with any state or federal labor laws, regulations or standards in connection with this Agreement, including but not limited to the Prevailing Wage Laws, or any act or omission of Owner related to this Agreement with respect to the payment or requirement of payment of prevailing wages or the requirement of competitive bidding, whether or not any insurance policies shall have been determined to be applicable to any such Claims. It is further agreed that City does not and shall not waive any rights against Owner which they may have by reason of this indemnity and hold harmless agreement because of the acceptance by City, or Owner’s deposit with City of any of the insurance policies described in this Agreement. The provisions of this Section 2.9 shall survive the expiration or earlier termination of this Agreement. Owner’s indemnification obligations set forth in this Section shall not apply to Claims arising from the gross negligence or willful misconduct of the Indemnitees.

2.10 Compliance with Laws. Owner shall carry out and shall cause its contractors to carry out the construction of the Improvements in conformity with all applicable federal, state and local laws, rules, ordinances and regulations, including without limitation, all applicable federal and state labor laws and standards, the City zoning and development standards, building, plumbing, mechanical and electrical codes, all other provisions of the City's Municipal Code, and all applicable disabled and handicapped access requirements (collectively, “Applicable Laws”).

2.11 Insurance. Owner shall maintain, or cause to be maintained, insurance in the amounts required under Section 3.2 of this Agreement.

ARTICLE III

AFFIRMATIVE COVENANTS

3.1 Use of Funds. Owner covenants that it shall use the Grant Proceeds solely for purpose of financing the construction of the Improvements in accordance with Section 1.7.
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3.2 Insurance. Owner covenants to cause its contractors to maintain insurance equivalent to a commercial general liability policy in the amount of One Million Dollars ($1,000,000) combined single limit, including contractual liability coverage.

Such insurance shall be written on an occurrence basis and shall name City as loss payee as their interests may appear. Owner covenants to maintain and keep the Property insured against loss or damage by earthquake, fire and such other hazards, casualties and contingencies and by such companies on such forms and in the amount of the replacement cost of the Property and shall deliver a copy of all such policies to City, together with receipts satisfactory to City evidencing payment of the premiums.

Owner shall provide City not less than thirty (30) days advance written notice of the cancellation, expiration or termination of any such policy or any material change in the coverage afforded by it. Renewal policies and any replacement policies, together with premium receipts satisfactory to City, shall be delivered to City at least thirty (30) days prior to the expiration of existing policies. Neither Owner nor City shall by reason of accepting, rejecting, approving or obtaining insurance incur any liability for the existence, nonexistence, form or legal sufficiency of such insurance, or solvency of any insurer for payment of losses. All insurance proceeds for such losses must be utilized for the repair or restoration of the Property.

3.3 Indemnification. To the maximum extent permitted by law, Owner shall indemnify, defend (with counsel reasonably acceptable to City), and hold the Indemnitees harmless from and against, and shall pay on demand, any and all Claims arising directly or indirectly in any manner in connection with or as a result of Owner’s failure to perform its covenants and obligations under this Agreement and any of its activities or operations related thereto, excluding the wilful misconduct or the gross negligence of the Indemnitees. It is further agreed that City do not and shall not waive any rights against Owner which they may have by reason of this indemnity and hold harmless agreement because of the acceptance by City, or Owner’s deposit with City of any of the insurance policies described in this Agreement. Owner’s defense and indemnification obligations set forth in this Section 3.3 shall survive the expiration or earlier termination of this Agreement.

3.4 Obligation to Refrain from Discrimination. Owner shall not discriminate in the hiring of contractors for the construction of the Improvements on the basis of race, color, religion, creed, sex, sexual orientation, disability, marital status, ancestry, or national origin of any person. Owner covenants for itself and all persons claiming under or through it, and this Agreement is made and accepted upon and subject to the condition that there shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code.

3.5 Principal Residence. Owner shall (i) occupy the Property as Owner’s principal residence throughout the term of this Agreement, and (ii) shall not rent or lease the Property or portion thereof during the term of this Agreement without the prior written #13..
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consent of the City. “Principal Residence” means the place where a person resides on a substantially full-time basis during not less than ten (10) months per year.

3.6 Hazardous Materials. Owner shall not cause or permit any Hazardous Materials (as defined in below) to be brought upon, kept, stored or used in, on, or about the Property by Owner, or the agents, employees, contractors or invitees of Owner except for materials commonly used in construction activities similar to those related to the Improvements, or in the operation and maintenance of the Property and the Improvements, in each case in compliance with all applicable laws, and shall not cause any release of Hazardous Materials into, onto, under or through the Property. If any Hazardous Material is discharged, released, dumped, or spilled in, on, under, or about the Property and results in any contamination of the Property or adjacent property, or otherwise results in the release or discharge of Hazardous Materials in, on, under or from the Property, Owner shall promptly take all actions at Owner’s sole expense as are necessary to comply with all Hazardous Materials Laws (as defined below).

3.7 Definitions.

3.7.1 Hazardous Materials. As used in this Agreement, “Hazardous Materials” means any substance, material, or waste which is or becomes regulated by any local, state or federal authority, agency or governmental body, including any material or substance which is: (i) defined as a “hazardous waste,” “hazardous material,” “hazardous substance,” “extremely hazardous waste,” “restricted hazardous waste,” “pollutant, “ or any other terms comparable to the foregoing terms under any provision of California law or federal law as any such statutes and regulations now exist or may hereafter be amended, (ii) petroleum or petroleum products; (iii) asbestos; (iv) polychlorinated biphenyls, (v) radioactive chemicals, (vi) any material determined to hazardous based on deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity or toxicity, (vii) designated as a “hazardous substance” pursuant to Section 311 of the Clean Water Act (33 U.S.C. §1317); (viii) defined as a “hazardous waste” pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §6901, et seq. (42 U.S.C. §6903); (ix) defined as “hazardous substances” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §9601, et seq; or (x) determined by California, federal or local governmental authority to be capable of posing a risk of injury to health, safety or property.

3.7.2 Hazardous Materials Laws. As used in this Agreement, “Hazardous Materials Laws” means all federal, state, and local laws, ordinances, regulations, orders and directives pertaining to Hazardous Materials, including without limitation, the laws, statutes and regulations cited in the preceding Section 3.7.1, as they may be amended from time to time.

3.8 Sale, Transfer or Refinance. All Grant Proceeds shall be immediately due and payable upon the sale or transfer of the Property prior to January 1, 2035. Owner may not refinance any loans that are secured against the Property in a lien position that is higher than the Deed of Trust without the prior written consent of City. #13..
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ARTICLE IV

DEFAULT AND REMEDIES

4.1 Events of Default. The occurrence of any one or more of the following events shall constitute an event of default hereunder ("Event of Default"):
(a) If any representation or warranty contained in the Grant Documents or any certificate furnished in connection with the foregoing or in connection with any request for disbursement of Grant Proceeds proves to have been false or misleading in any material adverse respect when made.
(b) Owner fails to commence and complete construction and/or installation of the Improvements in accordance with Section 2.1. (c) If an Event of Default shall have been declared under any other Grant Document, subject to the expiration of any applicable cure period set forth in such documents.
(d) If, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (“Bankruptcy Law”), Owner (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against Owner in an involuntary case; (iii) consents to the appointment of a trustee, receiver, assignee, liquidator or similar official for Owner; (iv) makes an assignment for the benefit of its creditors; or (v) admits in writing its inability to pay its debts as they become due. (e) If the Owner fails to maintain insurance on the Property as required pursuant to the Grant Documents, and Owner fails to cure such default within 60 days. (f) Owner, or Owner’s heir ceases to occupy the Property as Owner’s Principal Residence in accordance with Section 3.5.
(g) Owner defaults in the performance of any term, provision, covenant or agreement (other than an obligation enumerated in this Section 4.1) contained in this Agreement or unless a shorter cure period for such default is specified herein, the default continues for ten (10) days in the event of a monetary default or thirty (30) days in the event of a nonmonetary default after the date upon which City shall have given written notice of the default to Owner (or such longer time as City may agree upon in writing), provided that in each case Owner commences to cure the default within thirty (30) days and thereafter prosecutes the curing of such default with due diligence and in good faith.

4.2 Declaring Default. Whenever any Event of Default has occurred, other than failure to pay any sums due under this Agreement, City shall give written notice of default to Owner. Any default that has occurred shall be deemed to commence on the date that written notice of default is effective pursuant to Section 5.1 of this Agreement (the "Date of Default").
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4.3 Remedies and Rights Upon Default. Upon the occurrence of an Event of Default, City shall have all remedies available to it under law or equity, including, but not limited to the following, and City may, at its election, without notice to or demand upon Owner, except for notices or demands required by law or expressly required pursuant to this Agreement, exercise one or more of the following remedies:
a) Seek specific performance to enforce the terms of this Agreement; b) Foreclose on the Property pursuant to the Deed of Trust; c) Pursue any and all other remedies available under law to enforce the terms of this Agreement and City's rights hereunder.

4.4 Remedies Cumulative. Each of the remedies provided herein is cumulative and not exclusive of and shall not prejudice any other remedy provided herein. The City may exercise from time to time any rights and remedies available to it under applicable law, in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any other instrument or notice.

4.5 Costs and Expenses. Owner shall pay all reasonable costs and expenses incurred by or on behalf of City including, without limitation, reasonable attorneys’ fees, incurred in connection with City’s enforcement of the Grant Documents and the exercise of any or all of its rights and remedies hereunder and all such sums shall be a part of the indebtedness secured by the Deed of Trust.

ARTICLE V

MISCELLANEOUS

5.1 Notices. Except as otherwise specified in this Agreement, all notices to be sent pursuant to this Agreement shall be made in writing and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other Party in accordance with this Section

5.1. All such notices shall be sent by:
a. personal delivery, in which case notice shall be deemed delivered upon receipt;
b. certified or registered mail, return receipt requested, in which case notice shall be deemed delivered two (2) business days after deposit, postage prepaid in the United States mail;
c. nationally recognized overnight courier, in which case notice shall be deemed delivered one (1) day after deposit with such courier; or #13..
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d. facsimile transmission, in which case notice shall be deemed delivered on transmittal, provided that a transmission report is generated reflecting the accurate transmission thereof.

City: City of Modesto
Community Economic Development Department
P.O. Box 642
Modesto, CA 95353
Attn: City Manager
Owner: Mark Matteri
1710 Idlywood Court
Modesto, CA 95350

5.2 Attorneys’ Fees. If either party initiates legal proceedings to interpret or enforce its rights under this Agreement, the prevailing party in such action shall be entitled to an award of reasonable attorneys’ fees and costs in additions to any other recovery to which it is entitled under this Agreement.

5.3 No Joint Venture; No Third-Party Beneficiary. No joint venture or other partnership exists or is created between the Parties by virtue of this Agreement. Except as expressly stated herein, this Agreement does not benefit any third party.

5.4 Successors; Assignment. This Agreement shall inure to the benefit of and shall be binding upon the Parties to this Agreement and their respective heirs, executors, administrators, successors, and assigns. City shall have the right to assign all of its rights and obligations under this Agreement without the consent of Owner.

5.5 Amendment. This Agreement may be modified only by an instrument in writing executed by the Parties or their respective successors in interest.

5.6 Authority and Execution. Each Party represents and warrants that it has full power and authority to enter into this Agreement and to undertake all of its obligations hereunder, that each person executing this Agreement on its behalf is duly and validly authorized to do so.

5.7 Severability. The invalidity or unenforceability of any term or provision of this Agreement shall not impair or affect the remainder of this Agreement, and the remaining terms and provisions hereof shall not be invalidated but shall remain in full force and effect.

5.8 Waiver; Modification. No waiver or modification of this Agreement or any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the Party to be charged therewith. No evidence or any waiver or modification shall be offered or received in evidence in any proceeding, arbitration, or litigation between the Parties arising out of or affecting this Agreement or the rights or #13..
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obligations of any Party hereunder, unless such waiver or modification is in writing and duly executed as aforesaid. The provisions of this section may not be waived except as herein set forth. A waiver or breach of any covenant, condition or provision of this Agreement shall not be deemed a waiver of any other covenant, condition, or provision hereof.

5.9 Construction. The section headings and captions used in this Agreement are for convenience of reference only and shall not modify, define, limit or amplify any of the terms or provisions hereof. This Agreement shall not be construed as if it had been prepared by one of the Parties, but rather as if both Parties have prepared it.

5.10 Governing Law. This Agreement shall in all respects be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws.

5.11 Time of the Essence. Time is of the essence in this Agreement as to each provision in which time is an element of performance.

5.12 Further Assurances. Each Party will, upon reasonable request of the other Party, execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered, such further instruments and documents as may be reasonably necessary in order to fulfill the intents and purposes of this Agreement.

5.13 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all which together shall constitute one and the same instrument.

5.14 No Third-Party Claims. Nothing contained in this Agreement shall create or justify any claim against City by any third person whom Owner may have employed or contracted or may employ or contract relative to the purchase of any material, supplies or equipment, or the furnishing or the performance of any work or services with respect to any programs or projects being undertaken by Owner.

5.15 Entire Agreement; Exhibits. This Agreement, together with the other Grant Documents, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous oral or written agreements and negotiations between the Parties with respect thereto. Exhibits A, C, & D attached hereto are incorporated herein by reference as though fully set forth herein.

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date set forth above.

OWNER:
____________________,
Mark Matteri
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Exhibit A

PROPERTY
Description:

The land referred to is situated in the County of Stanislaus, City of Modesto, State of California, and is described as follows:

Lot 14 in Block 6151 of Quaresma Homes Unit No. 5, according to the Official Map thereof, filed in the Office of the Recorder of Stanislaus County, California, on May 1964, in Volume 20 of Maps, at page 73.

APN: 117-001-011
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EXHIBIT B

DEED OF TRUST
(Attach form of deed of trust.)
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EXHIBIT C

FORM OF REQUISITION
Requisition No. _____
Reference is made to that certain Residential Rehabilitation Grant Agreement, dated as of ___________, 20__ (the “Agreement”), by and between the City of Modesto (the “City”) and Mark Matteri (“Owner”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

Owner requests a disbursement of Grant funds in the amount of $___________ for the costs incurred by the Owner for the Improvements and accompanied by copies of bills and invoices from third parties.

Owner requests that the disbursement be made directly to the Contractor in accordance with Section 1.8 of the Agreement.

The disbursement of the amount specified above, when added to all previous disbursements of Grant Proceeds, will result in not more than $ _________________ of Grant Proceeds having been used to pay or reimburse the Owner for costs incurred for installation and construction of the Improvements. The balance of the Grant after disbursement of funds requested pursuant to this requisition is $ .

The disbursement of funds requested by this Requisition No. ______ is in conformity with the requirements of the Agreement.
_______________________________
Mark Matteri, Owner
Approval: City of Modesto
_______________________________________
By: Jessica Hill, Community and Economic Development Director 2966912.1
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RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Modesto
P.O. Box 642
Modesto, CA 95353
Attn: Community and Economic
Development Department

EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §§6103, 27383
Space above this line for Recorder’s use.

APN: 117-001-011

DEED OF TRUST WITH ASSIGNMENT OF RENTS,

SECURITY AGREEMENT AND FIXTURE FILING
This DEED OF TRUST WITH ASSIGNMENT OF RENTS, SECURITY
AGREEMENT AND FIXTURE FILING (this “Deed of Trust”) is made as of _________________, 2024, by Mark Matteri, as Trustee of Gone Fishing Trust (the “Trustor”) whose address is 1710 Idylwood Court Modesto, CA 95350 (the “Borrower Address”) to the City of Modesto, a California Charter City, as trustee (the “Trustee”), for the benefit of the City of Modesto, a California charter city (the “Beneficiary”). The Trustor and the Beneficiary are hereinafter collectively referred herein as the “Parties.”

RECITALS
A. The Trustor owns fee simple title to the land described in Exhibit A attached hereto and incorporated herein by this reference (the “Land”).

B. The Beneficiary and the Trustor have entered into a grant agreement dated as of the date hereof (the “Agreement”) pursuant to which the Beneficiary will provide a grant to Trustor in the amount of Ten Thousand Dollars and Zero Cents ($10,000.00) (the “Grant”) for the purpose of financing a portion of the costs of designing, constructing, and/or installing certain improvements to the Property (the “Project”). Capitalized terms used herein without definition shall have the meaning ascribed to such terms in the Agreement.

C. As a condition precedent to the making of the Grant, the Beneficiary has required that the Trustor enter into this Deed of Trust and grant to the Trustee for the benefit of the Beneficiary, a first priority lien and security interest in the Property (as hereafter defined) to secure certain resale restriction and other requirements of the Grant.
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NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows.

1. Grant in Trust. Trustor, in consideration of the indebtedness herein recited and the trust herein created, hereby irrevocably and unconditionally grants, transfers, conveys and assigns to Trustee in trust for the benefit of Beneficiary, with power of sale and right of entry and possession, all of Trustor’s right, title and interest now held or hereafter acquired in and to the following: (a) all of that certain real property located at 1710 Idylwood Court in Modesto, California in the County of Stanislaus and the State of California, which is more particularly described in Exhibit A, attached hereto and incorporated herein by this reference (the “Land”); (b) all buildings, improvements and fixtures now or hereafter erected on the Land and all replacements and additions thereto (“Improvements”); (c) all easements, rights of way, appurtenances and other rights used in connection with the Land or as a means of access thereto (“Appurtenances”); (d) all fixtures now or hereafter attached to or used in and about the Land or the Improvements or hereafter located or constructed on the Land, and all renewals or replacements thereof or articles in substitution therefor, whether or not the same are, or shall be attached to the Improvements in any manner (“Fixtures and Equipment”); and (e) all leases, subleases, licenses and other agreements relating to use or occupancy of the Land (“Leases”) and all rents or other payments which may now or hereafter accrue or otherwise become payable to or for the benefit of Trustor (“Rents”) (whether or not such Leases and Rents are permitted pursuant to the Agreement).

All of the above-referenced Land, Improvements, Appurtenances, Fixtures and Equipment, Leases and Rents are herein referred to collectively as the “Property.”

2. Obligations Secured. This Deed of Trust is given for the purpose of securing payment and performance of all of the following (the “Secured Obligations”): (i) all present and future indebtedness evidenced by the Note (including all principal and all other amounts payable pursuant to the Note) and all amendments, modifications, extensions and renewals of the Note; (ii) all present and future obligations of Trustor set forth in this Deed of Trust or in the Agreement; (iii) all additional present and future obligations of Trustor to Beneficiary under any other agreement or instrument acknowledged by Trustor (whether existing now or in the future) which states that it is or such obligations are, secured by this Deed of Trust; (iv) all modifications, supplements, amendments, renewals, and extensions of any of the foregoing, whether evidenced by new or additional documents; and (v) reimbursement of all amounts advanced by or on behalf of Beneficiary to protect Beneficiary’s interests under this Deed of Trust.

3. Assignment of Rents, Issues, and Profits. Trustor hereby irrevocably, absolutely, presently and unconditionally assigns to Beneficiary the rents, royalties, issues, profits, revenue, income and proceeds of the Property. This is an absolute assignment and not an assignment for security only. Subject to the prohibition on the lease or rental of the Property as set forth in the Agreement, Beneficiary hereby confers upon Trustor a license to collect and retain such rents, royalties, issues, profits, revenue, income and proceeds as they become due and payable prior to any Event of Default hereunder. #13..
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Upon the occurrence of any such Event of Default, Beneficiary may terminate such license without notice to or demand upon Trustor and without regard to the adequacy of any security for the indebtedness hereby secured, and may either in person, by agent, or by a receiver to be appointed by a court, enter upon and take possession of the Property or any part thereof, and sue for or otherwise collect such rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorneys’ fees, to any indebtedness secured hereby, and in such order as Beneficiary may determine.

Beneficiary’s right to the rents, royalties, issues, profits, revenue, income and proceeds of the Property does not depend upon whether or not Beneficiary takes possession of the Property. The entering upon and taking possession of the Property, the collection of such rents, issues, and profits, and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. If an Event of Default occurs while Beneficiary is in possession of all or part of the Property and/or is collecting and applying Rents as permitted under this Deed of Trust, Beneficiary, Trustee and any receiver shall nevertheless be entitled to exercise and invoke every right and remedy afforded any of them under this Deed of Trust and at law or in equity, including the right to exercise the power of sale granted hereunder. Regardless of whether or not Beneficiary, in person or by agent, takes actual possession of the Land and Improvements, Beneficiary shall not be deemed to be a “mortgagee in possession,” shall not be responsible for performing any obligation of the lessor under any Lease, shall not be liable in any manner for the Property, or the use, occupancy, enjoyment or operation of any part of it , and unless due solely to the willful misconduct or gross negligence of Beneficiary, shall not be responsible for any dangerous or defective condition of the Property or any negligence in the management, repair or control of the Property.

4. Fixture Filing. This Deed of Trust is intended to be and constitutes a fixture filing pursuant to the provisions of the Uniform Commercial Code (“UCC”) with respect to all of the Property constituting fixtures, is being recorded as a fixture financing statement and filing under the UCC, and covers property, goods and equipment which are or are to become fixtures related to the Land and the Improvements. Trustor covenants and agrees that this Deed of Trust is to be filed in the real estate records of Stanislaus County and shall also operate from the date of such filing as a fixture filing in accordance with Section 9502 and other applicable provisions of the UCC. This Deed of Trust shall also be effective as a financing statement covering minerals or the like (including oil and gas) and accounts subject to the UCC, as amended. Trustor shall be deemed to be the "debtor" and Beneficiary shall be deemed to be the "secured party" for all purposes under the UCC. The full name of Trustor and the mailing address of Trustor are set forth in Section 7.6 of this Deed of Trust. #13..
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5. Trustor’s Representations, Warranties and Covenants; Rights and Duties of the Parties.

5.1. Trustor’s Estate. Trustor represents and covenants that Trustor is lawfully seized of the estate hereby conveyed and has the right to grant and convey the Property.

5.2 Payment and Performance of Secured Obligations. Trustor will promptly pay and perform all obligations of the Trustor arising in connection with the Secured Obligations in accordance with the respective terms thereof.

5.3 Performance of Covenants. Trustor will observe and perform all of Trustor’s covenants and agreements set forth in the Agreement, the Note, this Deed of Trust and all other instruments secured by the Property.

5.4 Use of Grant Proceeds; Maintenance of the Property. Trustor covenants that it shall use the Grant Proceeds solely for the purpose of financing the Project in accordance with the Agreement. Trustor agrees (a) to keep the Property in good repair and in decent, safe, sanitary, tenantable condition and repair and permit no waste thereof; (b) not to commit or suffer to be done or exist on or about the Land any condition causing the Property to become less valuable; (c) to repair, restore or rebuild promptly any buildings or improvements on the Land that may become damaged or be destroyed while subject to the lien of this Deed of Trust; (d) to comply with all applicable laws, ordinances and governmental regulations affecting the Property or requiring any alteration or improvement thereof, and not to suffer or permit any violations of any such law, ordinance or governmental regulation, nor of any covenant, condition or restriction affecting the Property; and (e) not to initiate or acquiesce in any change in any zoning or other land use or legal classification which affects any of the Property without the Beneficiary’s written consent. If there arises a condition in contravention of this Section, and if the Trustor has not cured such condition within thirty (30) days after receiving a Beneficiary notice of such a condition, then in addition to any other rights available to the Beneficiary, the Beneficiary shall have the right (but not the obligation) to perform all acts necessary to cure such condition, and to establish or enforce a lien or other encumbrance against the Property to recover its cost of cure.

5.5 Appear and Defend. Trustor shall appear in and defend any action or proceeding purporting to affect the Property or the rights or powers of the Beneficiary or Trustee, and shall pay all costs and expenses, including cost of evidence of title and attorney’s fees in a reasonable sum, in any such action or proceeding in which the Beneficiary or Trustee may appear, and in any suit brought by the Beneficiary to foreclose this Deed of Trust.

5.6 Charges; Liens. Trustor shall pay prior to delinquency all taxes, assessments, and other charges, fines, and impositions affecting the Property directly to the payee thereof. Upon request of Beneficiary, Trustor shall promptly furnish to Beneficiary copies of all notices of such amounts due and shall promptly furnish to #13..
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Beneficiary receipts evidencing all such payments made. Trustor shall pay when due each obligation secured by or reducible to a lien, charge or encumbrance which now does or later may encumber or appear to encumber all or part of the Property or any interest therein, whether or not such lien, charge or encumbrance is or would be senior or subordinate to this Deed of Trust. Trustor shall not be required to pay any tax, charge or assessment so long as Trustor is actively contesting its validity in good faith and by appropriate legal proceedings which will operate to prevent the enforcement of the lien or forfeiture of the Property or any part thereof. Trustor shall post security for the payment of such contested claims as may be requested by the Beneficiary.

5.7 Insurance. Trustor shall keep the Property insured by a standard all-risk property insurance policy in an amount equal to the replacement value of the Property with loss payable to the Beneficiary. The insurance carrier providing such insurance shall be licensed to do business in the State of California and may be chosen by Trustor, subject to approval by Beneficiary. All insurance policies and renewals thereof will be in a form acceptable to the Beneficiary, and will include a standard mortgagee clause with standard lender's endorsement in favor of the holder of any senior lien and the Beneficiary as their interests may appear and in a form acceptable to the Beneficiary. The Beneficiary shall have the right to hold, or cause its designated agent to hold, the policies and renewals thereof, and Trustor shall promptly furnish to the Beneficiary, or its designated agent, the original insurance policies or certificates of insurance, all renewal notices and all receipts of paid premiums. In the event of loss, Trustor will give prompt notice to the insurance carrier and the Beneficiary or its designated agent. The Beneficiary, or its designated agent, may make proof of loss if not made promptly by Trustor. The Beneficiary shall receive thirty (30) days advance written notice of the cancellation, expiration or termination or any material change in the coverage afforded by any of the insurance policies required under this Section.

Unless otherwise permitted by the Beneficiary in writing, insurance proceeds, subject to the rights of the holder of any senior lien, will be applied to restoration or repair of the Property damaged. If the Property is abandoned by Trustor, or if Trustor fails to respond to the Beneficiary, or its designated agent, within thirty (30) days from the date notice is mailed by either of them to Trustor that the insurance carrier offers to settle a claim for insurance benefits, the Beneficiary, or its designated agent, is authorized to collect and apply the insurance proceeds at the Beneficiary's option either to restoration or repair of the Property or to pay amounts due under the Agreement and the Note.

If the Property is acquired by the Beneficiary, all right, title and interest of Trustor in and to any insurance policy and in and to the proceeds thereof resulting from damage to the Property prior to the sale or acquisition will pass to the Beneficiary to the extent of the sums secured by this Deed of Trust immediately prior to such sale or acquisition, subject to the rights of the holder of any senior lien.

Renewal policies and any replacement policies, together with premium receipts satisfactory to the Beneficiary, shall be delivered to the Beneficiary at least thirty (30) #13..
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days prior to the expiration of existing policies. Neither Trustee nor the Beneficiary shall by reason of accepting, rejecting, approving or obtaining insurance incur any liability for the existence, nonexistence, form or legal sufficiency of such insurance, or solvency of any insurer for payment of losses.

5.8 Use of Property. Trustor shall not permit or suffer the use of any of the Property for any purpose other than as a single family residential dwelling.

5.9 Protection of Beneficiary’s Security. If Trustor fails to perform the covenants and agreements contained in this Deed of Trust, or if any action or proceeding is commenced which materially affects Beneficiary’s interest in the Property, including, but not limited to, eminent domain, insolvency, code enforcement, arrangements or proceedings involving a bankrupt or decedent, foreclosure of any mortgage secured by the Property or sale of the Property under a power of sale of any instrument secured by the Property, then Beneficiary, at Beneficiary’s option, upon notice to Trustor, may make such appearance, disburse such sums and take such action as is necessary to protect Beneficiary’s interest, including, but not limited to, the purchase of insurance, disbursement of reasonable attorney’s fees and entry upon the Property to make repairs. Any amounts disbursed by Beneficiary pursuant to this Section, with interest thereon, shall become additional indebtedness of Trustor secured by this Deed of Trust. Unless Trustor and Beneficiary agree to other terms of payment, such amounts shall be payable upon notice from Beneficiary to Trustor requesting payment thereof, and shall bear interest from the date of disbursement at the highest rate permissible under applicable law. Nothing contained in this Section shall require Beneficiary to incur any expense or take any action hereunder.

5.10 Inspection. Beneficiary or its agent may make or cause to be made reasonable entries upon and inspections of the Property. Beneficiary shall give Trustor notice at the time of or prior to any such inspection specifying reasonable cause for the inspection

5.11 Awards and Damages. All judgments, awards of damages, settlements and compensation made in connection with or in lieu of (a) taking of all or any part of or any interest in the Property by or under assertion of the power of eminent domain, (b) any damage to or destruction of the Property or any part thereof by insured casualty, and (c) any other injury or damage to all or any part of the Property, are hereby assigned to and shall be paid to the Beneficiary. The Beneficiary is authorized and empowered (but not required) to collect and receive any such sums and is authorized to apply them in whole or in part upon any indebtedness or obligation secured hereby, in such order and manner as the Beneficiary shall determine at its option. The Beneficiary shall be entitled to settle and adjust all claims under insurance policies provided under this Deed of Trust and may deduct and retain from the proceeds of such insurance the amount of all expenses incurred by it in connection with any such settlement or adjustment. All or any part of the amounts so collected and recovered by the Beneficiary may be released to Trustor upon such conditions as the Beneficiary may impose for its disposition. Application of all or any part of the amounts collected and #13..
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received by the Beneficiary or the release thereof shall not cure or waive any default under this Deed of Trust. If the Property is abandoned by Trustor, or if, after notice by Beneficiary to Trustor that the condemnor offers to make an award or settle a claim for damages, Trustor fails to respond to Beneficiary within thirty (30) days after the date such notice is mailed, Beneficiary is authorized to collect and apply the proceeds, at Beneficiary’s option, either to restoration or repair of the Property or to the sum secured by this Deed of Trust.

5.12 Prohibition on Transfers of Interest. If all or any part of the Property or an interest therein is sold or transferred by Trustor without Beneficiary’s prior written consent, Beneficiary may, at Beneficiary’s option, declare all sums secured by this Deed of Trust to be immediately due and payable.

5.13 Sale or Forbearance. No sale of the Property, forbearance on the part of Beneficiary or extension of the time for payment of the indebtedness hereby secured shall operate to release, discharge, waive, modify, change or affect the liability of Trustor either in whole or in part.

5.14 Beneficiary’s Rights to Release. Without affecting the liability of any person for payment of any indebtedness hereby secured (other than any person released pursuant hereto), including without limitation any one or more endorsers or guarantors, and without affecting the lien hereof upon any of the Property not released pursuant hereto, at any time and from time to time without notice: (a) Beneficiary may in its sole discretion: (i) release any person now or hereafter liable for payment of any or all such indebtedness, (iii) extend the time for or agree to alter the terms of payment of any or all of such indebtedness, and (iii) release or accept additional security for such indebtedness, or subordinate the lien or charge hereof; and (b) Trustee, acting pursuant to the written request of the Beneficiary, may reconvey all or any part of the Property, consent to the making of any map or plot of the Land, join in granting any assessment thereon, or join in any such agreement of extension or subordination.

5.15 Reconveyance. Upon payment of all sums and satisfaction of all obligations secured by this Deed of Trust, Beneficiary shall request Trustee to reconvey the Property and shall surrender this Deed of Trust and all notes evidencing indebtedness secured by this Deed of Trust to Trustee. Trustee shall reconvey the Property without warranty and without charge to the person or persons legally entitled thereto. Such person or persons shall pay all costs of recordation, if any. The recitals in the reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof.

5.16 Notice of Claims; Reimbursement of Costs.
(a) Notice of Claims. The Trustor shall provide written notice to Beneficiary of any uninsured or partially uninsured loss affecting the Property through fire, theft, liability, or property damage in excess of an aggregate of Ten Thousand Dollars ($10,000) within three business days of the occurrence of such loss. The Trustor shall #13..
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ensure that the Beneficiary shall receive timely notice of, and shall have a right to cure, any default under any other financing document or other lien affecting the Property and shall use best efforts to ensure that provisions mandating such notice and allowing such right to cure shall be included in all such documents. Within three business days of the Trustor’s receipt thereof, the Trustor shall provide the Beneficiary with a copy of any notice of default the Trustor receives in connection with any financing document secured by the Property or any part thereof.
(b) Compensation; Reimbursement of Costs. The Trustor agrees to pay all reasonable fees, costs and expenses charged by the Beneficiary or the Trustee for any service that the Beneficiary or the Trustee may render in connection with this Deed of Trust, including without limitation, fees and expenses related to provision of a statement of obligations or related to a reconveyance. The Trustor further agrees to pay or reimburse the Beneficiary for all costs, expenses and other advances which may be incurred or made by the Beneficiary or Trustee in any efforts to enforce any terms of this Deed of Trust, including any rights or remedies afforded to the Beneficiary or the Trustee or both of them under Section 7.2, whether or not any lawsuit is filed, or in defending any action or proceeding arising under or relating to this Deed of Trust, including reasonable attorneys’ fees and other legal costs, costs of any disposition of the Property under the power of sale granted hereunder or any judicial foreclosure, and any cost of evidence of title.

5.17 Indemnification. Trustor agrees to indemnify, defend (with counsel approved by Beneficiary) and hold the Beneficiary, its elected and appointed officers, officials, agents and employees (“Indemnitees”) harmless from and against any and all losses, damages, claims, actions, demands, judgments, penalties, costs and expenses (including reasonable attorneys’ fees) and liabilities (all of the foregoing, collectively “Claims”) which the Indemnitees may sustain or suffer directly or indirectly as a result of or arising in connection with (i) Trustor’s failure to perform any obligations as and when required by the Note, the Agreement, or this Deed of Trust, (ii) the failure at any time of any of Trustor’s representations and warranties made in connection with the Grant to be true and correct, or (iii) any action or omission by Indemnitees in connection with this Deed of Trust, except to the extent any such Claim arises due to the gross negligence or willful misconduct of Indemnitees.

6. Events of Default; Remedies

6.1 Events of Default. Any one or more of the following events shall constitute a default under this Deed of Trust (“Event of Default”):
(a) Failure of the Trustor to pay the indebtedness secured hereby or any installment thereof when and as the same become due and payable, whether at maturity or by acceleration or otherwise; (b) Failure of Trustor to timely observe or to perform any covenant condition or agreement to be observed or performed by Trustor #13..
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pursuant to the Agreement, the Note or this Deed of Trust; (c) The occurrence of any event of default which, under the terms of the Agreement or the Note, shall entitle the Beneficiary to exercise the rights or remedies thereunder;
(d) Failure of Trustor to perform any monetary obligation which arises under this Deed of Trust, and does not cure that failure within ten (10) days following written notice from Beneficiary or Trustee; (e) If Trustor’s interest in the Property or any part thereof is voluntarily or involuntarily sold, transferred, leased, encumbered, or otherwise conveyed in violation of Section 5.12 hereof or if any other transfer occurs in violation of the Agreement;
(f) Failure of Trustor to pay taxes or assessments due on the Land or the Improvements or failure to pay any other charge that may result in a lien on the Land or the Improvements, and Trustor fails to cure such default within 15 days;
(g) Failure of Trustor to maintain the insurance coverage required under the Agreement and Trustor fails to cure such default within 60 days;
(h) If, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (“Bankruptcy Law”), Borrower (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against Borrower in an involuntary case; (iii) consents to the appointment of a trustee, receiver, assignee, liquidator or similar official for Borrower; (iv) makes an assignment for the benefit of its creditors; or (v) admits in writing its inability to pay its debts as they become due.
(i) If an event of default has been declared by the holder of any debt instrument secured by a mortgage or deed of trust on Borrower’s interest in the Property and such holder exercises a right to declare all amounts due under that debt instrument immediately due and payable, subject to the expiration of any applicable cure period set forth in such holder’s documents.
(j) Failure of Trustor to perform any obligation arising under this Deed of Trust other than one enumerated in this Section 6.1 and does not cure that failure either within ten (10) days ("Initial Cure Period") after written notice from Beneficiary or Trustee in the event of a monetary default, or within thirty (30) days after such written notice #13..
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in the event of a nonmonetary default (or such longer time as Beneficiary may agree upon in writing), provided that Trustor commences to cure the default within the Initial Cure Period and thereafter prosecutes such cure with due diligence and in good faith and Beneficiary in the exercise of reasonable judgment determines that a cure cannot reasonably be completed prior to expiration of the Initial Cure Period.

6.2 Remedies. Subject to the applicable notice and cure provisions set forth herein, at any time after an Event of Default, the Beneficiary and the Trustee shall be entitled to invoke any and all of the rights and remedies described below, and may exercise any one or more or all, of the remedies set forth in the Agreement, and any other remedy existing at law or in equity or by statute. All of the Beneficiary’s rights and remedies shall be cumulative, and the exercise of any one or more of them shall not constitute an election of remedies. The Beneficiary shall be entitled to collect all expenses incurred in pursuing the remedies provided hereunder, including without limitation reasonable attorneys’ fees and costs of title evidence. (a) Acceleration. The Beneficiary may declare any or all of the Secured Obligations to be due and payable immediately.
(b) Receiver. The Beneficiary may apply to any court of competent jurisdiction for, and obtain appointment of, a receiver for the Property. (c) Entry. The Beneficiary, in person, by agent or by court-appointed receiver, may enter, take possession of, manage and operate all or any part of the Property, and may also do any and all other things in connection with those actions that the Beneficiary may in its sole discretion consider necessary and appropriate to protect the security of this Deed of Trust. Such other things may include: taking and possessing copies of all of the Trustor's or the then owner's books and records concerning the Property; entering into, enforcing, modifying, or canceling Leases on such terms and conditions as the Beneficiary may consider proper; obtaining and evicting tenants; fixing or modifying Rents; collecting and receiving any payment of money owing to the Trustor; completing any unfinished construction; and/or contracting for and making repairs and alterations. If the Beneficiary so requests, the Trustor shall assemble all of the Property that has been removed from the Land and make all of it available to the Beneficiary at the site of the Land. The Trustor hereby irrevocably constitutes and appoints the Beneficiary as the Trustor's attorney- in-fact to perform such acts and execute such documents as the Beneficiary in its sole discretion may consider to be appropriate in connection with taking these measures, including endorsement of the Trustor's name on any instruments. Regardless of any provision of this Deed of Trust, the Beneficiary shall not be considered to have accepted any property other than cash or immediately available funds in satisfaction of any obligation of the Trustor to the Beneficiary, unless the Beneficiary has given express written notice of the Beneficiary's election of that remedy in accordance with UCC Section 9621, as it may be amended or recodified from time to time.
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(d) Cure; Protection of Security. Either the Beneficiary or the Trustee may cure any breach or default of the Trustor, and if it chooses to do so in connection with any such cure, the Beneficiary or the Trustee may also enter the Property and/or do any and all other things which it may in its sole discretion consider necessary and appropriate to protect the security of this Deed of Trust. Such other things may include:
appearing in and/or defending any action or proceeding which purports to affect the security of, or the rights or powers of the Beneficiary or the Trustee under, this Deed of Trust; paying, purchasing, contesting or compromising any encumbrance, charge, lien or claim of lien which in the Beneficiary's or the Trustee's sole judgment is or may be senior in priority to this Deed of Trust, such judgment of the Beneficiary or the Trustee to be conclusive as among the Beneficiary, the Trustee and the Trustor; obtaining insurance and/or paying any premiums or charges for insurance required to be carried hereunder; otherwise caring for and protecting any and all of the Property; and/or employing counsel, accountants, contractors and other appropriate persons to assist the Beneficiary or the Trustee. The Beneficiary and the Trustee may take any of the actions permitted under this Subsection 7.2(d) either with or without giving notice to any person, except for notices required under applicable law. Any amounts disbursed by the Beneficiary pursuant to this paragraph shall become additional indebtedness secured by this Deed of Trust.
(e) UCC Remedies. The Beneficiary may exercise any or all of the remedies granted to a secured party under the UCC.
(f) Judicial Action. The Beneficiary may bring an action in any court of competent jurisdiction to foreclose this Deed of Trust in the manner provided by law for foreclosure of mortgages on real property and/or to obtain specific enforcement of any of the covenants or agreements of this Deed of Trust.
(g) Power of Sale. Under the power of sale hereby granted, the Beneficiary shall have the discretionary right to cause some or all of the Property, including any Property which constitutes personal property, to be sold or otherwise disposed of in any combination and in any manner permitted by applicable law.

6.3 Power of Sale. If the Beneficiary elects to invoke the power of sale hereby granted, the Beneficiary shall execute or cause the Trustee to execute a written notice of such default and of its election to cause the Property to be sold to satisfy the obligations hereof, and shall cause such notice to be recorded in the office of the Recorder of each County wherein the Property or some part thereof is situated.

Prior to publication of the notice of sale, the Beneficiary shall deliver to the Trustee this Deed of Trust and the Note or other evidence of indebtedness which is secured hereby, together with a written request for the Trustee to proceed with a sale of the Property, pursuant to the provisions of law and this Deed of Trust. #13..
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Notice of sale having been given as then required by law, and not less than the time then required by law having elapsed after recordation of such notice of default, the Trustee, without demand on the Trustor, shall sell the Property at the time and place fixed by it in the notice of sale, either as a whole or in separate parcels and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. The Trustee may, and at the Beneficiary’s request shall, postpone sale of all or any portion of the Property by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time and place fixed by the preceding postponement. The Trustee shall deliver to the purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including the Trustor, the Trustee, or the Beneficiary, may purchase at such sale.

After deducting all costs, fees, and expenses of the Trustee and of the trust hereby created, including reasonable attorneys’ fees in connection with sale, the Trustee shall apply the proceeds of sale to payment of all sums advanced or expended by the Beneficiary or the Trustee under the terms hereof and all outstanding sums then secured hereby, and the remainder, if any, to the person or persons legally entitled thereto.

6.4 Trustee Substitution. The irrevocable power to appoint a substitute trustee or trustees hereunder is hereby expressly granted to the Beneficiary, to be exercised at any time hereafter, without specifying any reason therefor, by filing for record in the office where this Deed of Trust is recorded a deed of appointment, and said power of appointment of successor trustee or trustees may be exercised as often as and whenever the Beneficiary deems advisable. The exercise of said power of appointment, no matter how often, shall not be deemed an exhaustion thereof, and upon recording of such deed or deeds of appointment, the trustee or trustees so appointed shall thereupon, without further act or deed of conveyance, succeed to and become fully vested with identically the same title and estate in and to the Property hereby conveyed and with all the rights, powers, trusts and duties of the predecessor in the trust hereunder, with the like effect as if originally named as trustee or as one of the trustees.

6.5 Trustor's Waivers. To the fullest extent permitted by law, the Trustor waives: (a) all statutes of limitations as a defense to any action or proceeding brought against the Trustor by the Beneficiary; (b) the benefit of all laws now existing or which may hereafter be enacted providing for any appraisement, valuation, stay, extension, redemption or moratorium; (c) all rights of marshalling in the event of foreclosure; and (d) all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of this Deed of Trust and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind.
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7. Miscellaneous Provisions.

7.1 Successors and Assigns. The covenants and agreements contained in this Deed of Trust shall bind, and the benefit and advantages hereunder shall inure to, the respective heirs, executors, administrators, successors and assigns of the parties; provided however, nothing in this Section is intended to or shall modify any restrictions on assignment set forth herein or in the Note or Agreement. As used herein, the words “the Beneficiary” means the present Beneficiary or any future owner or holder, including a pledgee of the indebtedness secured hereby.

7.2 Headings; Gender, Number. The captions and headings used in this Deed of Trust are inserted only for convenience of reference and in no way define, limit, or describe the scope or intent of this Deed of Trust, or of any particular provision thereof, or the proper construction thereof. Wherever used, the singular number shall include the plural, and the plural the singular, and the use of any gender shall be applicable to all genders.

7.3 Approvals in Writing. Except as otherwise specifically provided herein, whenever any approval, notice, direction, consent, request or other action by the Beneficiary is required or permitted under this Deed of Trust, such action shall be in writing.

7.4 Joint and Several Obligations. If more than one person has executed this Deed of Trust as Trustor, the obligations of all such persons hereunder shall be joint and several.

7.5 Severability. If any provision of this Deed of Trust shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.

7.6 Notices. Except for any notice required under applicable law to be given in another manner (a) any notice to Trustor provided for in this Deed of Trust shall be given by mailing such notice by certified mail directed to the Property address or any other address Trustor designates by notice to Beneficiary as provided herein; and, (b) any notice to Beneficiary shall be given by certified mail, return receipt requested, to Beneficiary’s mailing address stated herein or to such other address as Beneficiary may designate by notice to Trustor as provided herein. Any notice provided for in this Deed of Trust shall deem to have been given to Trustor or Beneficiary when given in the manner designated herein.

Beneficiary: City of Modesto
P.O. Box 642
Modesto, CA 95353
Attn: Community and Economic Development Dept.
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Trustor: Mark Matteri
1710 Idylwood Court
Modesto, CA 95350

7.7 Waiver, Modification and Amendment. Each waiver by the Beneficiary or the Trustee must be in writing, and no waiver shall be construed as a continuing waiver.

No waiver shall be implied from any delay or failure by the Beneficiary or the Trustee to take action on account of any default of the Trustor. Consent by the Beneficiary or the Trustee to any act or omission by the Trustor shall not be construed as a consent to any other or subsequent act or omission or to waive the requirement for the Beneficiary's or the Trustee's consent to be obtained in any future or other instance. No amendment to or modification of this Deed of Trust shall be effective unless and until such amendment or modification is in writing, executed by the Trustor and the Beneficiary. Without limiting the generality of the foregoing, the Beneficiary’s acceptance of payment of any sum secured hereby after its due date shall not constitute a waiver by the Beneficiary of its right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay.

7.8 Governing Law. This Deed of Trust shall be governed by the laws of the State of California without regard to principles of conflicts of laws. The Trustor agrees that any controversy arising under or in relation to this Deed of Trust shall be litigated exclusively in Stanislaus County.

IN WITNESS WHEREOF, the Trustor has executed this Deed of Trust as of the date first written above.

TRUSTOR
By:_______________________
Mark Matteri
SIGNATURES MUST BE NOTARIZED.
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ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of Stanislaus )
On_____________ before me, _____________________________, Notary Public, , personally appeared, ___________________________________, who proved to me the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature_____________________________
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Exhibit A
LAND
Description:

The land referred to is situated in the County of Stanislaus, City of Modesto, State of California, and is described as follows:

Lot 14 in Block 6151 of Quaresma Homes Unit No. 5, according to the Official Map thereof, filed in the Office of the Recorder of Stanislaus County, California, on May 1964, in Volume 20 of Maps, at page 73.

APN: 117-001-011
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

April 9, 2024
Date: February 21, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Jessica Hill, Director of Community and Economic Development SUBJECT: 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 accepting the Fiscal Year 2024-25 Engineer’s Annual Report for the Shackelford Landscape and Lighting District; Notice of Intention to Levy and Collect Assessments for the Shackelford Landscape and Lighting District; and setting a Public Hearing on June 11, 2024, to Consider the Fiscal Year 2024-25 Levy and Collection of Assessments Within the Shackelford Landscape and Lighting District. (Funding: Shackelford Landscape and Lighting District) STRATEGIC PLAN ELEMENT:

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

BACKGROUND:

On June 29, 1999, the County of Stanislaus, formed the Shackleford Landscape and Lighting District (Shackleford LLD). The Shackleford LLD 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). The Shackelford LLD provides funding for the maintenance and service of seventy-seven (77) streetlights located within its boundaries. The Shackelford LLD was administered by the Stanislaus County Department of Public Works. The annual assessment levied is calculated by dividing the total cost estimate by the total number of parcels within the Shackelford LLD.

On April 24, 2012, the City approved the jurisdictional transfer of the Shackelford LLD from the County of Stanislaus to the City of Modesto which assumed full responsibility of the Shackelford LLD on July 1, 2012. The Act requires that the legislative body (the City Council) take the following actions prior to August 10th of each year:
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City Council, April 9, 2024
Fiscal Year 2024-25 Engineer’s Annual Report for the
Shackelford Landscape and Lighting District