Agenda packet — Modesto City Council, August 13, 2024 (part 2 of 6)

standards of the Specific Plan. Similar to the Village One Specific Plan to the south, the Tivoli Specific Plan is divided into multiple Area Plans. Each Area Plan would ensure that the street circulation, utility infrastructure, land use, density and project design are planned for the area and would conform to the principles of the Specific Plan and requires adoption by the Planning Commission prior to development.

On September 9, 2016, by Ordinance No. 3654-C.S., the City of Modesto Amended the Tivoli Specific Plan Amendment No. 1 for property located North of Sylvan Avenue, South of Future Claratina Avenue, East of Oakdale Road, West of Roselle Avenue to include minor land use adjustments regarding the relocation of the school site with the overall density and intensity remaining essentially the same, minor internal street alignment adjustments, removal of four roundabouts, as well as minor adjustments and technical changes.

On March 22, 2022, the Director of Community and Economic Development administratively approved Amendment No. 2 to the Tivoli Specific Plan as allowed by Section 9.3.4.1 of the Specific Plan, to amend and update street cross-section details with associated minor text changes.

On November 1, 2022, by Resolution No. 2022-450, the City Council approved Amendment No.3 to the Tivoli Specific Plan, to change the land use designation of 25 acres from Regional Serving Commercial (RSC) to Residential (R) and 27 acres from Medium Density Residential (MDR) to Low Density Residential (LDR).

DISCUSSION:

The Mello-Roos Community Facilities Act requires that within 90 days after receiving a petition, the legislative body shall adopt a Resolution of Intention (ROI). The ROI is the first step in establishing a CFD. A Resolution of Intention to Incur Debt is also required since CFD No. 2024-1 is proposed to include an annual facilities special tax which may secure CFD bonds.

While the boundaries of CFD No. 2024-1 will ultimately encompass the entire Tivoli area totaling 345.6 acres, and the initial boundaries will consist of three parcels totaling 47.33 acres that will be designated as Improvement Area No. 1. Additional properties will be annexed to CFD No. 2024-1 as they are ready to develop. The proposed boundary map also identifies the future annexation area and is provided as Attachment 5. Additional improvement areas may be designated, as parcels identified in the future annexation area are annexed into the City.

The facilities to be provided by CFD No. 2024-1, include but are not limited to: street widening, traffic controls, and storm drain basin, and park improvements. The services to be provided include maintenance for landscaped lots, tree pruning, masonry wall maintenance, park maintenance, storm drain basin maintenance and other services set forth in Attachment 3.

Prior to the September 10, 2024, 2024, City Council meeting, the project proponents will have submitted the appropriate executed forms, which include the Request, Consent and Waiver and Landowner-Voter Ballot, to the City for the formation to proceed. The Landowner-Voter Ballot indicates the Owners have voted in favor of authorizing the levy of the special tax on the Properties. The Request, Consent and Waiver form requests the City execute and record a notice of special tax lien, pertaining to the Properties, and record it within the official records of the County Recorder.
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City Council, August 13, 2024
Formation of City of Modesto Community Facilities District No. 2024-1 (Tivoli)

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It is the sole discretion of CFD No. 2024-1 as to if and when Bonds will be issued. During the formation of the CFD, it may be determined that there is a need for the issuance of bonds to pay for the facilities required for the CFD. If bonds are required, documents relating to the issuance and sale of the bonds will be brought to the Council for approval. The proposed maximum CFD bond authorization is $120 million, and this serves as a “not to exceed” bond amount for the CFD and is based on the cost of financing the associated facilities. The maximum Annual Facilities Special Tax includes a buffer to prevent the possible authorization of bonds from limiting the capacity of the CFD to pay for ongoing services. The CFD is a separate legal entity and the land within the CFD secures the bonds, sale of CFD bonds will not impact the City’s bonding capacity.

The Rate and Method of Apportionment (RMA) that identifies the maximum special tax rates for the parcel types within CFD No. 2024-1, as well as a description of how the special taxes are calculated and collected, is attached as Attachment 4.

Only three parcels are requesting to be part of the initial CFD No. 2024-1 boundaries and only those three parcels will be subject to levy and collection of the special taxes until additional properties annex to CFD No. 2024-1 in the future.

The annual special tax is only levied on a parcel after a building permit has been finaled for that property (except for single family detached which commences after a final map is recorded).

The One-Time Facilities Special Tax is levied prior to issuance of a certificate of occupancy.

The maximum special tax rates for CFD No. 2024-1 are as follows:

Maximum Special Tax Rates Fiscal Year 2024-25
Special Tax
Category
Maximum One-Time
Facilities Special Tax
Fiscal Year 2024-25
Maximum Annual Facilities
Special Tax
Fiscal Year 2024-25
Maximum Annual
Maintenance
Special Tax
Fiscal Year 2024-25
Very Low Density
Residential
$100,000 per Net Taxable
Acre
$5,724 per Net Taxable Acre $5,166 per Net Taxable Acre Low Density
Residential
$100,000 per Net Taxable
Acre
$10,260 per Net Taxable Acre $5,166 per Net Taxable Acre Medium Density
Residential
$100,000 per Net Taxable
Acre
$13,725 per Net Taxable Acre $5,166 per Net Taxable Acre Medium High Density
Residential
$100,000 per Net Taxable
Acre
$13,087 per Net Taxable Acre $5,166 per Net Taxable Acre Non-Residential $100,000 per Net Taxable
Acre
$7,375 per Net Taxable Acre $5,166 per Net Taxable Acre On July 1, 2025, and on each July 1 thereafter, all figures shown in the table above shall be increased by the Annual Escalation Factor, except the Annual Facilities Special Tax, which shall be increased by 2% per year. In any Fiscal Year, the Annual Escalation Factor will be the greater of either, the percentage increase, if any, in the construction cost index for the San Francisco region for the prior twelve (12) month period as published in the Engineering News Record or other comparable source if the Engineering News Record is discontinued or otherwise not available, or four percent (4.0%).
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City Council, August 13, 2024
Formation of City of Modesto Community Facilities District No. 2024-1 (Tivoli)

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At least thirty (30) days, and no more than sixty (60) days, following the date of the adoption of the ROI, the City Council will hold a public hearing and consider a Resolution of Formation. The public hearing is currently scheduled for September 10, 2024. The special tax may only be levied if approved by the unanimous written consent of the property owners or by the property owners through an election. Unanimous written consent simplifies the process because this allows for consent to be provided via a signed Waiver and Declaration of Landowner proposed to be included in the forming Community Facilities District. The alternative option would require ballots to be sent to all property owners within the proposed boundary and would require approval of two-thirds of property owners within the boundaries.

FISCAL IMPACT:

The formation of CFD No. 2024-1 is paid by the applicant through a developer deposit. There is no General Fund impact.

COMMITTEE RECOMMENDATION:

This item was presented at the Economic Development Committee on June 3, 2024, and was approved and forwarded to Council for consideration and approval.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution of Intention to form City of Modesto Community Facilities District (CFD) No. 2024-1 (Tivoli) to establish Improvement Area No. 1, designate a future annexation area and Authorize the Levy of a Special Tax within said Community Facilities District.

Resolution of Intention of the City of Modesto to incur bonded indebtedness in the amount not to exceed $120,000,000 within the proposed City of Modesto Community Facilities District No. 2024-1 (Tivoli).

Approved by:

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

1. Resolution of Intention to form CFD No. 2024-1

2. Resolution of Intention to Incur Debt

3. List of Facilities and Services

4. Rate and Method of Apportionment

5. Proposed Boundary Map for CFD No. 2024-1 (Tivoli)
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MODESTO CITY COUNCIL
RESOLUTION NO. 2024-XX

RESOLUTION OF INTENTION TO FORM CITY OF MODESTO COMMUNITY FACILITIES DISTRICT (CFD) NO. 2024-1 (TIVOLI) TO ESTABLISH IMPROVEMENT AREA NO. 1, DESIGNATE A FUTURE ANNEXATION AREA AND AUTHORIZE THE

LEVY OF A SPECIAL TAX WITHIN SAID COMMUNITY FACILITIES DISTRICT WHEREAS, pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, commencing with Section 53311 of the Government Code of the State of California (the “Act”) the City Council of the City of Modesto (“City”) is authorized to establish a community facilities district and to act as the legislative body for a community facilities district; and
WHEREAS, the owners (collectively, the “Owner”) of not less than 10 percent of the area of land depicted on the map of the proposed community facilities district referred to below on file with the City Clerk (the “Property”), has filed a written petition with the City to establish the City of Modesto Community Facilities District No. 2024-1 (Tivoli) (the “Community Facilities District”) in order to finance the cost of the facilities and services in Exhibit A hereto (the “Facilities and Services”), as well as all costs associated with the creation of the Community Facilities District and administering the Community Facilities District (collectively, the “Incidental Expenses”; and WHEREAS, the Owner has submitted a request to the City to form the Community Facilities District pursuant to the City’s Policies & Procedures for the Formation, Annexation, and Administration of Community Facilities Districts created pursuant to the provisions of the Mello-Roos Community Facilities Act of 1982 (the “City’s CFD Policies and Procedures”); and
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WHEREAS, the petition submitted by the Owner complies with the requirements of Section 53319 of the Act and the City’s CFD Policies and Procedures; and WHEREAS, subject to the satisfaction of all applicable requirements of law, it is the intention of this City Council to finance the Incidental Expenses and to pay for the Facilities and Services through the formation of the Community Facilities District and the levy of both an annual and one-time special ta, provided that the levy of the special tax is approved at an election to be held within the boundaries of the Community Facilities District.

NOW, THEREFORE, BE IT RESOLVED that the Council of the City of Modesto hereby finds and determines as follows:

Section 1. The above recitals are true and correct and are incorporated herein by reference.

SECTION 2. The Community Facilities District is proposed to be established under the terms of the Act. It is further proposed that the boundaries of the Community Facilities District shall be as depicted on the map of the proposed Community Facilities District which is on file with the City Clerk. The City Clerk is hereby directed to sign the original map of the Community Facilities District and record it with all proper endorsements thereon with the County Recorder of the County of Stanislaus within fifteen days after the adoption of this resolution, all as required by Section 3111 of the Streets and Highways Code of the State of California.

SECTION 3. The name of the proposed Community Facilities District shall be “City of Modesto Community Facilities District No. 2024-1 (Tivoli).” #9..
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SECTION 4. The Facilities and Services proposed to be provided within the Community Facilities District are services or facilities, as the case may be, which the City is authorized by law to construct, acquire, own and operate, or to provide. This City Council hereby finds and determines that the descriptions of the Facilities and Services contained herein is sufficiently informative to allow taxpayers within the proposed Community Facilities District to understand what the funds of the Community Facilities District may be used to pay for. The Incidental Expenses expected to be incurred include the cost of forming the Community Facilities District and levying and collecting a special tax within the Community Facilities District.

SECTION 5. Except where funds are otherwise available, it is the intention of this City Council to levy annually in accordance with the procedures contained in the Act special taxes, secured by recordation of a continuing lien against all non-exempt real property in the Community Facilities District, sufficient to pay for the Incidental Expenses and the Facilities and Services. The rate, method of apportionment and manner of collection of the special tax are described in detail in Appendix B attached hereto and incorporated herein as though set forth at length (the “Rate and Method”). Appendix B allows each landowner within the Community Facilities District to estimate the maximum amount that may be levied against each parcel.

If special taxes of the Community Facilities District are levied against any parcel used for private residential purposes to pay for public facilities, (i) such tax shall not be levied or collected to pay for Facilities after the 2064-65 tax year and (ii) under no circumstances will such special tax be increased as a consequence of delinquency or default by the owner of any other parcel or parcels within the Community Facilities District by more than ten percent (10%).
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This City Council hereby determines the Rate and Method to be reasonable. The special tax is apportioned to each parcel on the basis of its land use and area pursuant to Section 53325.3 of the Act; and such special tax is not on or based upon the value or ownership of real property. In the event that a portion of the property within the Community Facilities District shall become for any reason exempt, wholly or partially, from the levy of the special tax, this City Council shall, on behalf of the Community Facilities District, cause the levy to be increased, subject to the limitation of the maximum special tax for a parcel as set forth in the Rate and Method, to the extent necessary upon the remaining property within the Community Facilities District which is not delinquent or exempt in order to yield the special tax revenues required for the purposes described in this Section 5.

SECTION 6. A public hearing (the “Hearing”) on the establishment of the Community Facilities District and the proposed Rate and Method shall be held at 5:30 p.m., or as soon thereafter as practicable, on September 10, 2024, in the Modesto City Council Chamber, 1010 Tenth Street, Modesto, California 95353. Should this City Council determine to form the Community Facilities District, a special election will be held to authorize the levy of the special tax in accordance with the procedures contained in Government Code Section 53326. If held, the proposed voting procedure at the election is expected to be a landowner vote with each landowner of record as of the close of the Hearing having one vote for each acre of land or portion thereof owned within the Community Facilities District. Ballots for the special election may be distributed by mail or by personal service.
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SECTION 7. At the time and place set forth above for the Hearing, any interested person, including all persons owning lands or registered to vote within the proposed Community Facilities District, may appear and be heard.

SECTION 8. Each officer of the City who is or will be responsible for providing the Facilities and Services within the proposed Community Facilities District, if it is established, is hereby directed to study the proposed Community Facilities District and, at or before the time of the Hearing, file a report with this City Council containing a brief description of the Facilities and Services, as the case may be, which will in his or her opinion be required to meet adequately the needs of the proposed Community Facilities District and an estimate of the cost of providing those Facilities and Services and an estimate of the fair and reasonable cost of any Incidental Expenses to be incurred.

SECTION 9. The City may accept advances of funds or work-in-kind from any source, including, but not limited to, private persons or private entities, for any authorized purpose, including, but not limited to, paying any cost incurred by the City in creating the Community Facilities District. The City may enter into an agreement with the person or entity advancing the funds or work-in-kind, to repay all or a portion of the funds advanced, or to reimburse the person or entity for the value, or cost, whichever is less, of the workin-kind, as determined by this City Council, with or without interest.

SECTION 10. The Clerk is hereby directed to publish a notice (the “Notice”) of the Hearing pursuant to Section 6061 of the Government Code in a newspaper of general circulation published in the area of the Community Facilities District. Such publication shall be completed at least seven days prior to the date of the Hearing. The Clerk is further directed to mail a copy of the Notice to each of the landowners and registered voters, if any, within the boundaries of the Community Facilities District at least 15 days prior to the #9..
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Hearing. The Notice shall contain the text or a summary of this Resolution, the time and place of the Hearing, a statement that the testimony of all interested persons or taxpayers will be heard, a description of the protest rights of the registered voters and landowners in the proposed Community Facilities District and a description of the proposed voting procedure for the election required by the Act.
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The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 13th day of August, 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, City Clerk
(SEAL)
APPROVED AS TO FORM:

BY: ________________________________
JOSE M. SANCHEZ, City Attorney
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EXHIBIT A

CITY OF MODESTO
COMMUNITY FACILITIES DISTRICT NO. 2024-1
(TIVOLI)

LIST OF FACILITIES
The types of Facilities and Services proposed to be financed by Community Facilities District No. 2024-1 (CFD) are as follows:

Authorized Facilities:

The CFD shall be authorized to finance all or any part of the costs of acquisition, construction and improvement of the following facilities (the “Facilities”):
 Claratina On-Site
o 6 Lanes at Oakdale to Roselle
o Signals at Claratina & Oakdale
o Claratina- Roselle Roundabout
o Water & Storm Drains Oakdale to Roselle
 Roselle
o 4 Lanes at Claratina to Sylvan
o Signals at Roselle & Aria
o Wastewater & Storm Drains Claratina to Sylvan
 Sylvan Ave
o 4 Lanes at Oakdale to Roselle
o Sylvan – Aria Roundabout
o Water Aria to McReynolds
 Oakdale
o 6 Lanes at Claratina to Sylvan
o Signals at Oakdale & Mable
o Signals at Oakdale & Bridgewood
o Water & Storm Drains Claratina to Sylvan
 Bridgewood
o 2 Lanes Oakdale to Aria
o Aria Roundabout
o Wood Sorrel Roundabout
o Water, Wastewater & Storm Drains Oakdale to Aria
 Aria
o 2 Lanes Sylvan to Roselle
o Roundabouts at “A”, “B”, “C”, & “D”
o Water at Sylvan to “C” Street, “A” Street to Roselle, and “C” Street to “A” Street
o Wastewater and Storm Drains Sylvan to Roselle
 “A” Street
o 2 Lanes at Claratina to Aria
o “B” Street Roundabout
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o Water Claratina to Aria, Aria to Mable
o Storm Drain Claratina to Aria
 McReynolds
o Roundabout McReynolds to “C” Street
 Roundabout
o Roundabout To Be Determined
 Irrigation (MID)
 Central Basin
 Park Improvements
 Improvements to Existing Neighborhoods
 Right of Way
The Facilities shall include all hard and soft costs associated with the improvements, including the costs of acquisition of land and rights-of-way, the costs of design, engineering and planning, the costs of environmental or traffic studies, surveys or other reports, costs related to landscaping and irrigation, soils testing, permits, plan check, and inspection fees, insurance, legal and related overhead costs, coordination and supervision and any other costs or appurtenances related to any of the foregoing. The CFD may also fund, and the special taxes may also be used to directly pay for, the purchase, construction, expansion, improvement or rehabilitation of any of the Facilities, and to reimburse the City or any third parties for advances made to purchase, construct, expand, improve or rehabilitate any of the Facilities.
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LIST OF SERVICES
The services to be funded in whole or in part by the CFD include all direct and incidental costs related to providing the maintenance of public infrastructure within the area of the CFD, the future annexation area, and areas adjacent to or in the vicinity of such areas. More specifically, the services shall include, but not be limited to: maintenance, repair and replacement of parkways, tree pruning, landscaped medians, masonry walls, neighborhood pocket park, storm drainage basin facilities, including but not limited to, catch basins, manholes, underground infiltration trenches and pipes, landscaped bio-swale lots and medians, storm water treatment devices and filters, shrubs, vines, ground cover, and irrigation systems.

The services to be provided include, but are not limited to, litter and debris removal, pruning, staking, fertilizing, plant replacement and restoration, fire and weed control, erosion control, trimming of vegetation, and storm drain system maintenance. Authorized services shall also include the following: (i) related reserves for the replacement of plants and materials, replacement of storm water treatment filters and other storm drainage facilities, and (ii) a sinking fund for services that could not otherwise be funded in a given fiscal year.

The services to be financed by the CFD are in addition to those provided in the territory of the CFD before the date of creation of the CFD and will not supplant services already available within that territory when the CFD was created.

Administrative Expenses
The administrative expenses to be funded by the CFD include the direct and indirect expenses incurred by the City in carrying out its duties with respect to the CFD including, but not limited to, the levy and collection of special taxes, fees and expenses of attorneys, any fees of the County of Stanislaus related to the CFD or the collection of special taxes, an allocable share of the salaries of the City staff related thereto, and expenses incurred by the City in undertaking action to foreclose on properties for which the payment of special taxes is delinquent, and all other costs and expenses of the City in any way related to the CFD. #9..
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MODESTO CITY COUNCIL
RESOLUTION NO. 2024-XX

RESOLUTION OF INTENTION OF THE CITY OF MODESTO TO INCUR BONDED INDEBTEDNESS IN THE AMOUNT NOT TO EXCEED $120,000,000 WITHIN THE PROPOSED CITY OF MODESTO COMMUNITY FACILITIES DISTRICT NO. 2024-1 (TIVOLI)
WHEREAS, the City Council (the “City Council”) of the City of Modesto (the “City”), has heretofore adopted Resolution No. ______ (the “Resolution of Intention”), stating the City Council’s intention to establish City of Modesto Community Facilities District No. 2024-1 (Tivoli) (the “Community Facilities District”), pursuant to the MelloRoos Community Facilities Act of 1982, as amended, commencing with Section 53311 of the Government Code of the State of California (the “Act”), to finance the purchase, construction, expansion, modification, rehabilitation or improvement of certain public capital improvements and fees related thereto with an estimated useful life of five years or longer, which the Community Facilities District is authorized by law to construct, own, operate or provide and that are necessary to meet increased demands placed upon the City as a result of development occurring within the proposed Community Facilities District, including but not limited to facilities listed on Appendix A to the Resolution of Intention (the “Facilities”); and
WHEREAS, in order to finance the Facilities it is necessary to incur bonded indebtedness on behalf of the Community Facilities District in the aggregate amount not to exceed $120,000,000, the repayment of which is to be secured by all or a part of the Annual Facilities Special Tax levied in accordance with Section 53340 et seq. of the Act on all or a part of the property within the Community Facilities District, and when annexed, within #9..
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the Future Annexation Area, other than those properties exempted from taxation as provided in the rate and method of apportionment attached as Appendix B to the Resolution of Intention.

NOW, THEREFORE, BE IT RESOLVED that the Council of the City of Modesto hereby finds and determines as follows:

SECTION 1. The above recitals are true and correct and are incorporated herein by reference.

SECTION 2. It is necessary to incur bonded indebtedness in one or more series within the CFD in the aggregate amount not to exceed $120,000,000 to finance the costs of a portion of the Facilities.

SECTION 3. The bonded indebtedness will be incurred for the purpose of financing the costs of purchasing, constructing, expanding, modifying, rehabilitating or improving a portion of the Facilities, the acquisition of necessary equipment and property therefor and fulfilling contractual commitments and carrying out the powers and purposes of the Community Facilities District, including, but not limited to, the financing of the costs associated with the issuance of the bonds and all other costs necessary to finance the Facilities which are permitted to be financed pursuant to the Act.

SECTION 4. It is the intent of the City Council, acting as the legislative body of the Community Facilities District when formed, to authorize the sale of bonds in one or more series, in the maximum aggregate principal amount not to exceed $120,000,000, secured by all or a portion of the Annual Facilities Special Tax of the Community Facilities District, or one or more zones or improvement areas within the Community Facilities District, bearing interest payable semi-annually or in such other manner as the City Council #9..
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shall determine at a maximum interest rate of 12 percent per annum or such rate not in excess of the maximum rate permitted by law at the time the bonds are issued. The term of the bonds of each series shall be determined pursuant to a resolution of the City Council authorizing the issuance of the bonds of such series, but such term shall in no event exceed 40 years or such longer term as is then permitted by law.

SECTION 5. A public hearing (the “Hearing”) on the proposed debt issue shall be held on September 10, 2024, at 5:30 p.m., or as soon thereafter as practicable, at the Modesto City Council Chamber, 1010 Tenth Street, Modesto, CA 95353. At the Hearing at the time and place set forth above, any interested persons, including all persons owning land or registered to vote within the proposed Community Facilities District, may appear and be heard.

SECTION 6. Should this City Council determine to form the Community Facilities District, the proposition to incur bonded indebtedness in the maximum aggregate principal amount not to exceed $120,000,000 shall be submitted to the qualified electors of the Community Facilities District. If held, the proposed voting procedure at the election is expected to be a landowner vote with each landowner of record as of the close of the Hearing having one vote for each acre of land or portion thereof owned within the Community Facilities District. Ballots for the special election may be distributed by mail or by personal service.

SECTION 7. The City Clerk is hereby directed to publish a notice (the “Notice”) of the Hearing pursuant to Section 6061 of the Government Code in a newspaper of general circulation published in the area of the Community Facilities District. Such publication shall be completed at least seven days prior to the date of the Hearing. The City Clerk is further directed to mail a copy of the Notice to each of the landowners and registered voters, #9..
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if any, within the boundaries of the Community Facilities District at least 15 days prior to the Hearing. The Notice shall contain the text or a summary of this Resolution, the time and place of the Hearing, a statement that the testimony of all interested persons or taxpayers will be heard, a description of the protest rights of the registered voters and landowners in the proposed Community Facilities District and a description of the proposed voting procedure for the election required by the Act.
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The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 13th day of August, 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:

BY: ________________________________
JOSE M. SANCHEZ, City Attorney
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CITY OF MODESTO
COMMUNITY FACILITIES DISTRICT NO. 2024-1
(TIVOLI)

LIST OF FACILITIES
The types of Facilities and Services proposed to be financed by Community Facilities District No. 2024-1 (CFD) are as follows:

Authorized Facilities:

The CFD shall be authorized to finance all or any part of the costs of acquisition, construction and improvement of the following facilities (the “Facilities”):
 Claratina
o Oakdale to Roselle
o Intersection Claratina & Oakdale
o Intersection Claratina- Roselle
o Water & Storm Drains
 Roselle
o Claratina to Sylvan
o Intersections Roselle & Aria
o Wastewater & Storm Drains
 Sylvan Ave
o Oakdale to Roselle
o Sylvan – Aria Intersection
o Water
 Oakdale
o Claratina to Sylvan
o Intersection Oakdale & Mable
o Intersection Oakdale & Bridgewood
o Water & Storm Drains
 Bridgewood
o Oakdale to Aria
o Aria Intersection
o Wood Sorrel Intersection
o Water, Wastewater & Storm Drains
 Aria
o Sylvan to Roselle
o Intersections “A”, “B”, “C”, & “D”
o Water
o Wastewater and Storm Drains
 “A” Street
o Claratina to Aria
o “B” Street Intersection
o Water
o Storm Drain
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 McReynolds
o Intersection McReynolds to “C” Street
 Irrigation (MID)
 Central Basin
 Park Improvements
 Improvements to Existing Neighborhoods
 Right of Way
The Facilities shall include all hard and soft costs associated with the improvements, including the costs of acquisition of land and rights-of-way, the costs of design, engineering and planning, the costs of environmental or traffic studies, surveys or other reports, costs related to landscaping and irrigation, soils testing, permits, plan check, and inspection fees, insurance, legal and related overhead costs, coordination and supervision and any other costs or appurtenances related to any of the foregoing. The CFD may also fund, and the special taxes may also be used to directly pay for, the purchase, construction, expansion, improvement or rehabilitation of any of the Facilities, and to reimburse the City or any third parties for advances made to purchase, construct, expand, improve or rehabilitate any of the Facilities. #9..
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Administrative Expenses
The administrative expenses to be funded by the CFD include the direct and indirect expenses incurred by the City in carrying out its duties with respect to the CFD including, but not limited to, the levy and collection of special taxes, fees and expenses of attorneys, any fees of the County of Stanislaus related to the CFD or the collection of special taxes, an allocable share of the salaries of the City staff related thereto, and expenses incurred by the City in undertaking action to foreclose on properties for which the payment of special taxes is delinquent, and all other costs and expenses of the City in any way related to the CFD.
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Tivoli CFD No. 2024-1, IA No. 1 1 May 31, 2024
IMPROVEMENT AREA NO. 1 OF THE

CITY OF MODESTO
COMMUNITY FACILITIES DISTRICT NO. 2024-1
(TIVOLI)

RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAXES
Special Taxes applicable to each Assessor’s Parcel in Improvement Area No. 1 of the City of Modesto Community Facilities District No. 2024-1 (Tivoli) shall be levied and collected according to the tax liability determined by the City Council through the application of the appropriate amount or rate for Taxable Property, as described below. All of the property in Improvement Area No. 1, unless exempted by law or by the provisions of Section H below, shall be taxed for the purposes, to the extent, and in the manner herein provided, including property subsequently annexed into Improvement Area No. 1 unless a separate Rate and Method of Apportionment is adopted for the annexation area.

A. DEFINITIONS
The terms hereinafter set forth have the following meanings:
“Acre” or “Acreage” means the land area of an Assessor’s Parcel as shown on an Assessor’s Parcel Map, or if the land area is not shown on an Assessor’s Parcel Map, the land area shown on the applicable Final Map or other Development Plan.
“Act” means the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, (commencing with Section 53311), Division 2 of Title 5 of the California Government Code. “Administrative Expenses” means any or all of the following: the fees and expenses of any fiscal agent or trustee (including any fees or expenses of its counsel) employed in connection with any Bonds, and the expenses of the City in carrying out its duties with respect to Improvement Area No. 1, the CFD and the Bonds, including, but not limited to, the levy and collection of Special Taxes, the fees and expenses of its counsel, charges levied by the County in connection with the levy and collection of Special Taxes, costs related to property owner inquiries regarding the Special Taxes, costs associated with appeals or requests for interpretation associated with the Special Taxes and this RMA, amounts needed to pay rebate to the federal government with respect to Bonds, costs associated with complying with continuing disclosure requirements for the City and any major property owners or other obligated parties, costs associated with foreclosure and collection of delinquent Special Taxes, and all other costs and expenses of the City in any way related to the establishment or administration of Improvement Area No. 1 and the CFD. “Administrator” shall mean the person or firm designated by the City to administer the Special Tax according to this RMA.
“Annual Facilities Special Tax” means a special tax levied in any Fiscal Year to pay the Annual Facilities Special Tax Requirement, as defined below.
“Annual Facilities Special Tax Requirement” means the amount necessary in any Fiscal Year to: (i) pay principal and interest on Bonds that are due in the calendar year that begins in such #9..
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Tivoli CFD No. 2024-1, IA No. 1 2 May 31, 2024
Fiscal Year; (ii) pay periodic costs on the Bonds, including but not limited to, credit enhancement, liquidity support, and rebate payments on the Bonds; (iii) replenish reserve funds created for the Bonds under the Indenture to the extent such replenishment has not been included in the computation of the Special Tax Requirement in a previous Fiscal Year; (iv) cure any delinquencies in the payment of principal or interest on Bonds which have occurred in the prior Fiscal Year; (v) pay Administrative Expenses; and (vi) pay directly for Authorized Facilities and Authorized Services, so long as such levy under this clause (vi) does not increase the Special Tax levied on Undeveloped Property. The amounts referred to in clauses (i) and (ii) of the definition of Special Tax Requirement may be reduced in any Fiscal Year by: (a) interest earnings on or surplus balances in funds and accounts for the Bonds to the extent that such earnings or balances are available to apply against such costs pursuant to the Indenture; (b) in the sole and absolute discretion of the City, proceeds received from the collection of penalties associated with delinquent Special Taxes; and (c) any other revenues available to pay such costs, each as determined in the sole discretion of the City.
“Annual Maintenance Special Tax” means a special tax levied in any Fiscal Year to pay the Annual Maintenance Special Tax Requirement, as defined below. “Annual Maintenance Special Tax Requirement” means the amount of revenue needed in any Fiscal Year to pay for: (i) Authorized Services, (ii) establishment of reserves, (iii) Administrative Expenses, and (iv) amounts needed to cure any delinquencies in the payment of Annual Maintenance Special Taxes which have occurred in prior Fiscal Years. “Assessor’s Parcel” or “Parcel” means a lot or parcel shown on an Assessor’s Parcel Map with an assigned Assessor’s Parcel number.
“Assessor’s Parcel Map” means an official map of the County Assessor designating parcels by Assessor’s Parcel Number.
“Assessor’s Parcel Number” means a unique number assigned to an Assessor’s Parcel by the County Assessor for purposes of identifying a property. “Authorized Facilities” means the public facilities authorized to be funded by the CFD as set forth in the documents adopted by the City Council when the CFD was formed. “Authorized Services” means the public services authorized to be funded by the CFD as set forth in the documents adopted by the City Council when the CFD was formed. “Bonds” means bonds or other debt (as defined in the Act), whether in one or more series, secured by the Annual Facilities Special Tax and issued or assumed by the CFD to fund Authorized Facilities.
“Building Permit” means a permit that allows for vertical construction of a building or buildings, which shall not include a separate permit issued for construction of the foundation thereof. “Capitalized Interest” means funds in any capitalized interest account available to pay debt service on Bonds.
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Tivoli CFD No. 2024-1, IA No. 1 3 May 31, 2024
“Certificate of Occupancy” means the first certificate, including any temporary certificate of occupancy, issued by the City to confirm that a building or a portion of a building has met all of the building codes and can be occupied for residential and/or non-residential use. “CFD” means the City of Modesto Community Facilities District No. 2024-1 (Tivoli). “CFD Formation” means the date on which the Resolution of Formation to form the CFD was adopted by the City Council.
“City” means the City of Modesto.
“City Council” means the City Council of the City of Modesto, acting as the legislative body of the CFD.
“County” means the County of Stanislaus.
“Density Category” means, individually, Very Low Density Residential Property, Low Density Residential Property, Medium Density Residential Property, or Medium High Density Residential Property.
“Developed Property” means, in any Fiscal Year, the following:

For purposes of levying the Annual Maintenance Special Tax and Annual Facilities Special Tax:
• for Single Family Detached Property, all Parcels for which a Final Map was recorded prior to June 30 of the preceding Fiscal Year but not prior to June 30, 2023; • for Multi-Family Property, all Parcels for which a Building Permit was issued prior to June 30 of the preceding Fiscal Year but not prior to June 30, 2023; and • for Non-Residential Property, all Parcels for which a Building Permit was issued prior to June 30 of the preceding Fiscal Year but not prior to June 30, 2023.

For purposes of levying the One-Time Facilities Special Tax, all Parcels for which a Certificate of Occupancy was issued prior to June 30 of the preceding Fiscal Year but not prior to June 30, 2023.
“Development Class” means, individually, Developed Property, Taxable Owners Association Property, Taxable Welfare Exemption Property, and Taxable Public Property. “Escalation Factor” means, in any Fiscal Year, the greater of (i) the percentage increase, if any, in the construction cost index for the San Francisco region for the prior twelve (12) month period as published in the Engineering News Record or other comparable source if the Engineering News Record is discontinued or otherwise not available, or (ii) four percent (4.0%). “Expected Land Uses” means the Net Taxable Acreage of each Land Use Class expected on an Original Parcel based on reference to the Land Use Diagram and Attachment 2 hereto, the latter of which will be updated with each annexation of property into Improvement Area No. 1. #9..
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Tivoli CFD No. 2024-1, IA No. 1 4 May 31, 2024
“Final Map” means a final map, or portion thereof, approved by the City pursuant to the Subdivision Map Act (California Government Code Section 66410 et seq) that creates SFD Lots.

The term “Final Map” shall not include any large-lot subdivision map, Assessor’s Parcel Map, or subdivision map or portion thereof, that does not create SFD Lots, including Assessor’s Parcels that are designated as remainder parcels.
“First Bond Sale” means issuance of the first series of Bonds secured, in whole or in part, by Annual Facilities Special Taxes levied and collected from Parcels of Taxable Property in Improvement Area No. 1.
“Fiscal Year” means the period starting July 1 and ending on the following June 30. “Future Annexation Area” means that geographic area that, at the time of CFD Formation, was considered potential annexation area for the CFD and which was, therefore, identified as “future annexation area” on the recorded CFD boundary map. Such designation does not mean that any or all of the Future Annexation Area will annex into the CFD, but should property designated as Future Annexation Area choose to annex, the annexation may be processed pursuant to the streamlined annexation procedures provided in the Act.
“Improvement Area No. 1” means Improvement Area No. 1 of the CFD. “Indenture” means an indenture, fiscal agent agreement, or other agreement authorizing issuance of the Bonds.
“Land Use Class” means one of the five mutually-exclusive land use classes identified in Table 1 and Table 2 in Section C below. The City shall, in its sole discretion, determine the appropriate Land Use Class for a Parcel of Taxable Property.
“Land Use Diagram” means the exhibit in the Tivoli Specific Plan entitled “Tivoli Specific Plan Land Use Diagram”, as may be amended from time to time. The Land Use Diagram at CFD Formation is included as Attachment 1 hereto.
“Low Density Residential Property” means all Parcels of Taxable Property that are developed or expected to be developed at an average density range of 4 to 6 dwelling units per gross acre.

Such Parcels are identified by an LDR designation in the Land Use Diagram. “Maximum Annual Facilities Special Tax” means the greatest amount of Annual Facilities Special Tax that can be levied on an Assessor’s Parcel in any Fiscal Year determined in accordance with Sections C and D below.
“Maximum Annual Facilities Special Tax Revenues” means the aggregate amount that could be generated at any point in time if the Maximum Annual Facilities Special Tax was levied and collected on all Parcels of Taxable Property in Improvement Area No. 1. “Maximum Annual Maintenance Special Tax” means the greatest amount of Annual Maintenance Special Tax that can be levied on an Assessor’s Parcel in any Fiscal Year determined in accordance with Sections C and D below.
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Tivoli CFD No. 2024-1, IA No. 1 5 May 31, 2024
“Maximum One-Time Facilities Special Tax” means the greatest amount of One-Time Facilities Special Tax that can be levied on an Assessor’s Parcel in any Fiscal Year determined in accordance with Sections C and D below.
“Maximum Special Taxes” means, collectively for any Parcel, the Maximum One-Time Facilities Special Tax, Maximum Annual Facilities Special Tax, and Maximum Annual Maintenance Special Tax.
“Medium Density Residential Property” means all Parcels of Taxable Property that are developed or expected to be developed at an average density range of 7 to 17 dwelling units per gross acre. Such Parcels are identified by an MDR designation in the Land Use Diagram. “Medium High Density Residential Property” means all Parcels of Taxable Property that are developed or expected to be developed at an average density range of 18 to 24 dwelling units per gross acre. Such Parcels are identified by an MDHR designation in the Land Use Diagram. For purposes of this RMA, Medium High Density Residential Property shall also include any property that is zoned at an average density range higher than 18 to 24 dwelling units per acre, regardless of the designation that is assigned to such Parcel(s).
“Multi-Family Property” means all Parcels of Developed Property for which Building Permits have been issued for construction of a residential structure consisting of two or more residential units that share common walls, including but not limited to, townhomes, condominiums, duplexes, triplexes, fourplexes, and apartment units. If a Building Permit has not yet been issued on the Parcel, the Administrator shall reference the Tivoli Specific Plan and/or the Parcel’s zoning designation to determine whether the Parcel is Multi-Family Property. “Net Taxable Acreage” or “Net Taxable Acre” means the total acreage within a Final Map or Parcel less arterial road right-of-ways and property that is defined in the Final Map for use as a park site, school site, or City-owned storm drainage basin. If a Subdivision Map is recorded which is not a Final Map for some or all Parcels created by the subdivision, the Administrator shall calculate the Net Taxable Acreage of such unsubdivided Parcels by identifying the Acreage of the Parcel and (i) adding a portion of the acreage of any non-arterial right-of-way that fronts the Parcel determined by drawing lines at right angles to the right-of-way, and (ii) subtracting a portion of the acreage of any arterial right-of-way that fronts the Parcel determined by drawing lines at right angles to the right-of-way. The Net Taxable Acreage of a Parcel or Final Map shall be determined in the sole discretion of the City.
“Non-Residential Property” means any Parcel of Taxable Property in the CFD that does not fit within the definition of Residential Property, Taxable Owners Association Property, Taxable Public Property, or Taxable Welfare Exemption Property, as determined by the Administrator. “One-Time Facilities Special Tax” means a Special Tax levied and collected in full by the City prior to issuance of a Certificate of Occupancy for a Parcel of Taxable Property. “Original Parcel” means an Assessor’s Parcel in Improvement Area No. 1 at the time of CFD Formation, or added to Improvement Area No. 1 upon annexation, as identified in Attachment 3 (which shall be updated after each annexation). A Successor Parcel that is being further subdivided shall also be considered an Original Parcel for purposes of determining the Maximum Special Taxes pursuant to Section C below.
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Tivoli CFD No. 2024-1, IA No. 1 6 May 31, 2024
“Owners Association” means a homeowners association or property owners association that provides services to, and collects assessments, fees, dues, or charges from, property within Improvement Area No. 1.
“Owners Association Property” means any property within the boundaries of Improvement Area No. 1 that is owned in fee or through easement by the Owners Association, not including any such property that is located directly under a residential structure. “Per-Acre Special Taxes” means the per-acre Special Taxes identified in Table 1 and Table 2 in Section C below.
“Proportionately” means, for each Development Class, that the ratio of the actual Special Tax levied in any Fiscal Year to the Maximum Special Tax authorized to be levied in that Fiscal Year is equal for all parcels assigned to the Development Class. “Public Property” means any property within the boundaries of Improvement Area No. 1 that is owned by the federal government, State of California, County, City, or other public agency. “RMA” means this Rate and Method of Apportionment of Special Taxes. “Required Coverage” means the amount by which the Maximum Annual Facilities Special Tax Revenues must exceed the Bond debt service and priority Administrative Expenses (if any), as set forth in the Indenture, Certificate of Special Tax Consultant, or other formation or bond document that sets forth the minimum required debt service coverage. “Residential Property” in any Fiscal Year means, collectively, all Very Low Density Residential Property, Low Density Residential Property, Medium Density Residential Property, and Medium High Density Residential Property.
“SFD Lot” means an individual residential lot, identified and numbered on a recorded Final Map, on which a Building Permit has been or is permitted to be issued for construction of an SFD Unit without further subdivision of the lot and for which no further subdivision of the lot is anticipated pursuant to an approved Tentative Map.
“SFD Unit” means a residential dwelling unit that does not share a common wall with another residential dwelling unit.
“Special Taxes” means, collectively, the One-Time Facilities Special Tax, the Annual Facilities Special Tax, and the Annual Maintenance Special Tax.
“Special Tax Category” means, individually, the One-Time Facilities Special Tax, the Annual Facilities Special Tax, and the Annual Maintenance Special Tax.

“Subdivision Map” means a Final Map, large lot subdivision map, or other map recorded with the County that results in the subdivision of an Original Parcel into two or more Successor Parcels. #9..
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Tivoli CFD No. 2024-1, IA No. 1 7 May 31, 2024
“Successor Parcel” means an Assessor’s Parcel of Taxable Property created by the subdivision or reconfiguration of an Original Parcel on which construction of a residential or non-residential structure is permitted.
“Taxable Owners Association Property” means, in any Fiscal Year after the First Bond Sale, any Parcel of Owners Association Property that satisfies all three of the following conditions: (i) the Parcel had not been Owners Association Property on the date of the First Bond Sale; (ii) based on reference to Attachments 1 and 2, the Parcel was not anticipated to be Owners Association Property as determined by the Administrator; and (iii) if the Parcel were to be exempt from the Special Tax because it is Owners Association Property, the Maximum Annual Facilities Special Tax Revenues would be reduced to a point at which Required Coverage could not be maintained. “Taxable Property” means all of the Assessor’s Parcels within the boundaries of Improvement Area No. 1 that are not exempt from the Special Taxes pursuant to law or Section H below. “Taxable Public Property” means in any Fiscal Year after the First Bond Sale, any Parcel of Public Property that satisfies all three of the following conditions: (i) the Parcel had not been Public Property on the date of the First Bond Sale; (ii) based on reference to Attachments 1 and 2, the Parcel was not anticipated to be Public Property as determined by the Administrator; and (iii) if the Parcel were to be exempt from the Special Tax because it is Public Property, the Maximum Annual Facilities Special Tax Revenues would be reduced to a point at which Required Coverage could not be maintained.
“Taxable Welfare Exemption Property” means in any Fiscal Year after the First Bond Sale, any Parcel of Welfare Exemption Property that satisfies all three of the following conditions: (i) the Parcel had not been Welfare Exemption Property on the date of issuance of the First Bond Sale; (ii) based on reference to Attachments 1 and 2, the Parcel was not anticipated to be Welfare Exemption Property based on the Expected Land Uses, as determined by the Administrator; and (iii) if the Parcel were to be exempt from the Special Tax because it has become Welfare Exemption Property, the Maximum Annual Facilities Special Tax Revenues would be reduced to a point at which Required Coverage could not be maintained. “Tentative Map” means a tentative map or substantial conformance exhibit for property in the CFD, including any adjustments or amendments thereto.
“Tivoli Specific Plan” means the specific plan for development within the Tivoli project that was originally adopted by the City Council on February 26, 2008, further updated on September 27, 2016, and as may be amended from time to time.
“Transition Event” shall be deemed to have occurred when the Administrator determines that the following events have occurred: (i) all Bonds secured by the levy and collection of Facilities Special Taxes in the CFD have been fully repaid; (ii) all Administrative Expenses from prior Fiscal Years have been paid or reimbursed to the City; and (iii) there are no other Authorized Facilities that the City intends to fund with Bonds or Facilities Special Taxes. “Transition Year” means the first Fiscal Year in which the Administrator determines that the Transition Event occurred in the prior Fiscal Year.
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Tivoli CFD No. 2024-1, IA No. 1 8 May 31, 2024
“Undeveloped Property” means, in any Fiscal Year, all Parcels of Taxable Property that are not Developed Property, Taxable Owners Association Property, Taxable Public Property, or Taxable Welfare Exemption Property as defined herein.
“Very Low Density Residential Property” means all Parcels of Taxable Property that are developed or expected to be developed as large lot, rural-oriented estate homes with an average density range of 1 to 3 dwelling units per acre. Such Parcels are identified by a VLDR designation in the Land Use Diagram.
“Welfare Exemption Property” means, in any Fiscal Year, any Parcels in Improvement Area No. 1 that have received a welfare exemption under subdivision (g) of Section 214 of the Revenue and Taxation Code and for which such welfare exemption is still in place.

B. DATA FOR ANNUAL ADMINISTRATION
On or about July 1 of each Fiscal Year, the Administrator shall identify the current Assessor’s Parcel Numbers for all Parcels of Taxable Property in Improvement Area No. 1. The Administrator shall also: (i) assign each Parcel of Taxable Property to the appropriate Development Class; (ii) categorize each Parcel of Residential Property into the appropriate Density Category; (iii) determine the Net Taxable Acreage of each Parcel; (iv) determine the Annual Facilities Special Tax Requirement and Annual Maintenance Special Tax Requirement, and (v) determine whether the Transition Event has occurred in a prior Fiscal Year.

In any Fiscal Year, if it is determined that: (i) a Subdivision Map for property in Improvement Area No. 1 was recorded after January 1 of the prior Fiscal Year (or any other date after which the Assessor will not incorporate the newly-created Parcels into the then current tax roll), (ii) because of the date the Subdivision Map was recorded, the Assessor does not yet recognize the new Parcels created by the Subdivision Map, and (iii) one or more of the newly-created Parcels is in a different Development Class than other Parcels created by the subdivision, the Administrator shall calculate the Special Taxes for the property affected by recordation of the Subdivision Map by determining the Special Taxes that apply separately to the property within each Development Class, then applying the sum of the individual Special Taxes to the Parcel that was subdivided by recordation of the Subdivision Map.

C. MAXIMUM SPECIAL TAXES
The Administrator shall use the procedures set forth below to calculate the Maximum Special Taxes for each Parcel in Improvement Area No. 1 in each Fiscal Year. The Per-Acre Special Taxes set forth in Table 1 and Table 2 below shall be used for purposes of Sections C.1 and C.2 below:

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Tivoli CFD No. 2024-1, IA No. 1 9 May 31, 2024
Table 1
Per-Acre Special Taxes Prior to the Transition Year
Fiscal Year 2024-25 *
Land Use Class
Per-Acre Special Tax:

One-Time
Facilities Special Tax
Per-Acre Special Tax:

Annual Facilities
Special Tax
Per-Acre Special Tax:

Annual Maintenance
Special Tax
Very Low Density
Residential Property
$100,000 per
Net Taxable Acre
$5,724 per
Net Taxable Acre
$5,166 per
Net Taxable Acre
Low Density
Residential Property
$100,000 per
Net Taxable Acre
$10,260 per
Net Taxable Acre
$5,166 per
Net Taxable Acre
Medium Density
Residential Property
$100,000 per
Net Taxable Acre
$13,725 per
Net Taxable Acre
$5,166 per
Net Taxable Acre
Medium High Density
Residential Property
$100,000 per
Net Taxable Acre
$13,087 per
Net Taxable Acre
$5,166 per
Net Taxable Acre
Non-Residential
Property
$100,000 per
Net Taxable Acre
$7,375 per
Net Taxable Acre
$5,166 per
Net Taxable Acre
* All Per-Acre Special Taxes shown in Table 1 are subject to the annual adjustments described in Section D below.

Table 2
Per-Acre Special Taxes In and After the Transition Year Fiscal Year 2024-25 *
Land Use Class
Per-Acre Special Tax:

One-Time
Facilities Special Tax
Per-Acre Special Tax:

Annual Facilities
Special Tax
Per-Acre Special Tax:

Annual Maintenance
Special Tax
Very Low Density
Residential Property
$100,000 per
Net Taxable Acre
$0 per
Net Taxable Acre
$6,597 per
Net Taxable Acre
Low Density
Residential Property
$100,000 per
Net Taxable Acre
$0 per
Net Taxable Acre
$7,731 per
Net Taxable Acre
Medium Density
Residential Property
$100,000 per
Net Taxable Acre
$0 per
Net Taxable Acre
$8,597 per
Net Taxable Acre
Medium High Density
Residential Property
$100,000 per
Net Taxable Acre
$0 per
Net Taxable Acre
$8,438 per
Net Taxable Acre
Non-Residential
Property
$100,000 per
Net Taxable Acre
$0 per
Net Taxable Acre
$7,010 per
Net Taxable Acre
* All Per-Acre Special Taxes shown in Table 2 are subject to the annual adjustments described in Section D below.

1. Original Parcels
The Maximum Special Taxes prior to the Transition Year for each Land Use Class expected on the Original Parcels as of CFD Formation are identified in Attachment 2, which will be updated by the Administrator as needed to reflect Original Parcels added to Improvement Area No. 1 due to annexations. Until an Original Parcel is subdivided, the Maximum Special Taxes shown in Attachment 2 (escalated as set forth herein) shall be the Maximum Special Taxes for the Parcel unless the zoning on the Original Parcel changes to a Land Use Class that has higher Per-Acre Special Taxes based on reference to Table 1 and Table 2 above. Upon approval of such a change in zoning by the City Council, the Administrator shall multiply the applicable Per-Acre Special Taxes by the Net Taxable #9..
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Tivoli CFD No. 2024-1, IA No. 1 10 May 31, 2024
Acreage of each Land Use Class that is expected on the Parcel based on the rezone. The Administrator shall then update Attachment 2 to reflect the higher Maximum Special Taxes for the Parcel. If a rezone results in a Land Use Class that has a lower Per-Acre Special Tax than the previous Expected Land Uses, there shall be no corresponding reduction in the Maximum Special Taxes for the Parcel. The potential reduction in Maximum Special Tax revenues must be considered separately for each Special Tax Category. If the rezone would cause a reduction in the Maximum Special Tax revenues in any Special Tax Category, the Maximum Special Tax identified for that Special Tax Category shall remain the same as originally assigned to the Original Parcel.

2. Successor Parcels
a. All Successor Parcels are SFD Lots
If all Parcels created by a recorded Subdivision Map are SFD Lots, the Administrator shall apply the following steps to allocate the Maximum Special Taxes for the Original Parcel to each of the Successor Parcels created by the subdivision:

Step 1. Determine the greater of: (i) the sum of the Maximum Special Taxes assigned to each Expected Land Use for the Original Parcel, or (ii) the sum of the Net Taxable Acreage of each Density Category within the Subdivision Map multiplied by the Per-Acre Special Taxes for each Density Category.

Step 2. Separately for each Density Category created by the Subdivision Map, divide the Maximum Special Taxes from Step 1 by the number of Successor Parcels to determine the Maximum Special Taxes for each SFD Lot. b. No Successor Parcels are SFD Lots
If none of the Successor Parcels created by recordation of a Subdivision Map are SFD Lots, the Administrator shall apply the following steps to allocate the Maximum Special Taxes assigned to the Original Parcel to each of the Successor Parcels:

Step 1. Identify the Expected Land Uses for the Original Parcel.

Step 2. Determine the Net Taxable Acreage within each Land Use Class created by the Subdivision Map.

Step 3. If the Net Taxable Acreage of each Land Use Class from Step 2 is the same as the Expected Land Uses, the Maximum Special Taxes assigned to each of the Expected Land Uses on the Original Parcel shall be allocated to the Successor Parcels based on the Acreage of each Land Use Class that occurs on each Successor Parcel.

Step 4. If the Net Taxable Acreage within each Land Use Class from Step 2 is different than the Expected Land Uses for the Original Parcel, the Administrator shall apply the following steps separately for each Special Tax Category:
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Tivoli CFD No. 2024-1, IA No. 1 11 May 31, 2024
Step 4a. Multiply the applicable Per-Acre Special Tax by the Net Taxable Acreage of each Land Use Class created by the Subdivision Map.

Step 4b. If the amount calculated in Step 4a is greater than the Maximum Special Tax assigned to the Original Parcel, multiply the Net Taxable Acreage of each Land Use Class on each Successor Parcel by the applicable Per-Acre Special Tax from Table 1 (preTransition Year) and Table 2 (in and after Transition Year) above to determine the Maximum Special Tax for each Successor Parcel.

Step 4c. If the amount calculated in Step 4a is less than the Maximum Special Tax assigned to the Original Parcel: (i) identify the Maximum Special Tax that was assigned to each of the Expected Land Uses on the Parcel, (ii) divide the Maximum Special Tax for each Land Use Class by the Net Taxable Acreage of each Land Use Class actually created by the Subdivision Map, and (iii) multiply the per-acre Maximum Special Tax calculated in (ii) by the Net Taxable Acreage of each Land Use Class on each
Successor Parcel to determine the Maximum Special Tax for each Parcel.

If the Land Use Classes on a Successor Parcel or Parcels are different than the Expected Land Uses for that Parcel(s) and such difference would result in a reduction in the Maximum Special Tax assigned to the Original Parcel for any Special Tax Category, the Maximum Special Tax assigned to the Original Parcel shall either be distributed equally on a per-acre basis to the Successor Parcels or, if multiple Land Use Classes are created by the Subdivision Map, the Maximum Special Tax from the Original Parcel shall be distributed to each Land Use Class so that the peracre tax for each Land Use Class has the same proportional relationship as the Per-Acre Special Taxes in Table 1 and Table 2 above.
c. Some, But Not All, Successor Parcels are SFD Lots
If a Subdivision Map divides an Original Parcel into Successor Parcels, of which some are SFD Lots and some are not, the Administrator shall (i) break out the aggregate Net Taxable Acreage of all SFD Lots separately from the Net Taxable Acreage of other Land Use Classes, (ii) for the aggregate Net Taxable Acreage of the SFD Lots, apply the steps in Section C.2a to determine the Maximum Special Taxes for each SFD Lot, and (iii) apply the steps in Section C.2b above to determine the Maximum Special Taxes for the other Land Use Classes on the Parcel.

If, after subdivision of an Original Parcel, a Successor Parcel is further subdivided, the Successor Parcel shall be treated as an Original Parcel for purposes of allocating Maximum Special Taxes pursuant to Section C.2a, C.2b, or C.2c, as appropriate. After each reallocation of the Maximum #9..
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Tivoli CFD No. 2024-1, IA No. 1 12 May 31, 2024
Special Taxes upon subdivision or reconfiguration of Original Parcels, the sum of the Maximum Special Taxes assigned to Successor Parcels shall never be less, but may be more, than the Maximum Special Taxes assigned to the Original Parcels prior to such reallocation.

D. CHANGES TO THE MAXIMUM SPECIAL TAXES

1. Escalation of Special Taxes
1a. One-Time Special Tax
On July 1, 2025 and on each July 1 thereafter, the Maximum One-Time Facilities Special Tax assigned to each Parcel and the Per-Acre Special Tax shown in Table 1 and Table 2 above shall be adjusted annually by the Escalation Factor. 1b. Annual Facilities Special Tax
On July 1, 2025 and on each July 1 thereafter, the Maximum Annual Facilities Special Tax assigned to each Parcel and the Per-Acre Special Tax shown in Table 1 and Table 2 above shall be increased by two percent (2%) of the amount in effect in the prior Fiscal Year.
1c. Annual Maintenance Special Tax
On July 1, 2025 and on each July 1 thereafter, the Maximum Annual Maintenance Special Tax assigned to each Parcel and the Per-Acre Special Tax shown in Table 1 and Table 2 above shall be adjusted annually by the Escalation Factor. Each annual adjustment of the Maximum Annual Maintenance Special Tax shall become effective on the subsequent July 1.

2. Partial Prepayment of Maximum Annual Facilities Special Tax If a Parcel makes a partial prepayment of the Annual Facilities Special Tax pursuant to Section I below, the Administrator shall recalculate the Maximum Annual Facilities Special Tax for the Parcel pursuant to Section I. In addition, the Administrator shall update Attachment 2 to reflect the prepayment and the revised Maximum Annual Facilities Special Tax Revenues for Improvement Area No. 1. Such updates shall be maintained internally by the Administrator and shall not require recordation of an amended RMA. After the prepayment has been received, the application of Sections F and I of this RMA shall be based on the adjusted Expected Maximum Annual Facilities Special Tax Revenues after the prepayment.

3. Conversion of a Parcel of Public Property to Private Use If, in any Fiscal Year, a Parcel of Public Property is converted to private use, such Parcel shall be subject to the levy of the Special Taxes, and the Administrator shall determine the appropriate Maximum Special Taxes for the Parcel based on the Net Taxable Acreage of the Parcel. #9..
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Tivoli CFD No. 2024-1, IA No. 1 13 May 31, 2024
E. ANNEXATIONS
If, in any Fiscal Year, a property owner within the Future Annexation Area wants to annex property into Improvement Area No. 1, the Administrator shall apply the following steps as part of the annexation proceedings:

Step 1. Working with City staff and the landowner, the Administrator shall determine the Land Use Classes that are expected within the area to be annexed.

Step 2. The Administrator shall prepare and keep on file an updated Attachment 2 that identifies the Assessor’s Parcel Number(s), Expected Land Use, Expected Net Taxable Acreage, One-Time Facilities Special Tax, Maximum Annual Facilities Special Tax, and Maximum Annual Maintenance Special Tax for the annexed property.

Step 3. The Administrator shall prepare and keep on file an updated Attachment 3 that adds the Assessor’s Parcel(s) in the annexed area to the Original Parcels in Improvement Area No. 1.

Step 4. The Administrator shall ensure that a Notice of Special Tax Lien is recorded against all Parcels that are annexed to Improvement Area No. 1.

Step 5. The Administrator shall recalculate the Public Facilities Requirement used in the prepayment calculation in Section I below to include the estimated net proceeds that can be generated to fund Authorized Facilities based on the Maximum Annual Facilities Special Tax capacity from the annexed area. The adjusted Public Facilities Requirement shall be calculated by (i) dividing the increased Maximum Annual Facilities Special Tax Revenues that can be collected after the annexation by the Maximum Annual Facilities Special Tax Revenues that were in place prior to the annexation, and (ii) multiplying the quotient by the Public Facilities Requirement that was in place prior to the annexation.

F. METHOD OF LEVY OF THE SPECIAL TAXES

1. One-Time Facilities Special Tax
The Maximum One-Time Facilities Special Tax determined pursuant to Sections C and D above shall be levied on all Taxable Property in Improvement Area No. 1 and shall be collected as set forth in Section G below.

2. Annual Facilities Special Tax
Each Fiscal Year until the Transition Year, the Administrator shall determine the Annual Facilities Special Tax Requirement for the Fiscal Year and levy the Annual Facilities Special Tax on all Parcels of Taxable Property as follows:

Step 1: The Annual Facilities Special Tax shall be levied Proportionately on each Parcel of Developed Property within Improvement Area No. 1 up to 100% of #9..
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Tivoli CFD No. 2024-1, IA No. 1 14 May 31, 2024
the Maximum Annual Facilities Special Tax for each Parcel for such Fiscal Year until the amount levied on Developed Property is equal to the Annual Facilities Special Tax Requirement prior to applying any Capitalized Interest that is available in the CFD accounts.

Step 2: If additional revenue is needed after Step 1, the Annual Facilities Special Tax shall be levied Proportionately on each Parcel of Taxable Welfare Exemption Property up to 100% of the Maximum Annual Facilities Special Tax for each Parcel of Taxable Welfare Exemption Property for such Fiscal Year until the amount levied is equal to the Annual Facilities Special Tax Requirement.

Step 3: If additional revenue is needed after Step 2, the Annual Facilities Special Tax shall be levied Proportionately on each Parcel of Taxable Owners Association Property up to 100% of the Maximum Annual Facilities Special Tax for each Parcel of Taxable Owners Association Property until the amount levied is equal to the Annual Facilities Special Tax Requirement.

Step 4: If additional revenue is needed after Step 3, the Annual Facilities Special Tax shall be levied Proportionately on each Parcel of Taxable Public Property up to 100% of the Maximum Annual Facilities Special Tax for each Parcel of Taxable Public Property until the amount levied is equal to the Annual Facilities Special Tax Requirement.

No Annual Facilities Special Tax shall be levied in any Fiscal Year on Parcels of Undeveloped Property.

3. Annual Maintenance Special Tax
Each Fiscal Year, the Administrator shall determine the Annual Maintenance Special Tax Requirement for the Fiscal Year and levy the Annual Maintenance Special Tax on Parcels of Taxable Property as follows:

Step 1: The Annual Maintenance Special Tax shall be levied Proportionately on each Parcel of Developed Property within Improvement Area No. 1 up to 100% of the Maximum Annual Maintenance Special Tax for each Parcel for such Fiscal Year until the amount levied on Developed Property is equal to the Annual Maintenance Special Tax Requirement.

Step 2: If additional revenue is needed after Step 1, the Annual Maintenance Special Tax shall be levied Proportionately on each Parcel of Taxable Welfare Exemption Property up to 100% of the Maximum Annual Maintenance Special Tax for each Parcel of Taxable Welfare Exemption Property for such Fiscal Year until the amount levied is equal to the Annual Maintenance Special Tax Requirement.

Step 3: If additional revenue is needed after Step 2 the Annual Maintenance Special Tax shall be levied Proportionately on each Parcel of Taxable Owners Association Property up to 100% of the Maximum Annual Maintenance #9..
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Tivoli CFD No. 2024-1, IA No. 1 15 May 31, 2024
Special Tax for each Parcel of Taxable Owners Association Property until the amount levied is equal to the Annual Maintenance Special Tax Requirement.

Step 4: If additional revenue is needed after Step 3, the Annual Maintenance Special Tax shall be levied Proportionately on each Parcel of Taxable Public Property up to 100% of the Maximum Annual Maintenance Special Tax for each Parcel of Taxable Public Property until the amount levied is equal to the Annual Maintenance Special Tax Requirement.

No Annual Maintenance Special Tax shall be levied in any Fiscal Year on Parcels of Undeveloped Property.

G. MANNER OF COLLECTION OF SPECIAL TAXES
The Maximum One-Time Facilities Special Tax shall be collected prior to a Certificate of Occupancy being issued for any residential or non-residential structure on Taxable Property within Improvement Area No. 1 and shall be immediately delinquent if not so paid.

The Annual Facilities Special Tax and Annual Maintenance Special Tax shall be collected in the same manner and at the same time as ordinary ad valorem property taxes, provided, however, that prepayments are permitted as set forth in Section I below and provided further that the City may directly bill, collect at a different time or in a different manner, and/or collect delinquent Annual Facilities Special Taxes and Annual Maintenance Special Taxes through foreclosure or other available methods.

The Annual Facilities Special Tax shall be levied and collected until principal and interest on Bonds have been repaid, costs of constructing or acquiring Authorized Facilities from Annual Facilities Special Tax proceeds have been paid, and all Administrative Expenses have been reimbursed. However, in no event shall Annual Facilities Special Taxes be levied after Fiscal Year 2074-75. The Annual Maintenance Special Tax shall be levied in perpetuity unless and until the City determines that the Annual Maintenance Special Tax is no longer needed to pay for Authorized Services. Under no circumstances may the Annual Facilities Special Tax on a Parcel of Developed Property in residential use be increased in any Fiscal Year as a consequence of delinquency or default in payment of the Annual Facilities Special Tax levied on another Parcel or Parcels by more than ten percent (10%) above the amount that would have been levied in that Fiscal Year had there never been any such delinquencies or defaults.

H. EXEMPTIONS
Notwithstanding any other provision of this RMA, no One-Facilities Special Tax or Annual Facilities Special Tax shall be levied in any Fiscal Year on the following: (i) Public Property, except Taxable Public Property, (ii) Owners Association Property, except Taxable Owners Association Property, (iii) Welfare Exemption Property, except Taxable Welfare Exemption Property, and (iv) Parcels of Undeveloped Property. In addition, no Annual Facilities Special Tax shall be levied on (i) Parcels that are owned by a public utility for an unmanned facility, and (ii) Parcels that are subject to an easement that precludes any other use on the Parcel. #9..
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Tivoli CFD No. 2024-1, IA No. 1 16 May 31, 2024
No Annual Maintenance Special Tax shall be levied on the following: (i) Public Property, including Taxable Public Property, (ii) Owners Association Property, including Taxable Owners Association Property, and (iii) Welfare Exemption Property, including Taxable Welfare Exemption Property.

I. PARTIAL PREPAYMENT OF THE ANNUAL FACILITIES SPECIAL TAX The following definitions apply to this Section I:
“Outstanding Bonds” means all Previously Issued Bonds which remain outstanding, with the following exception: if an Annual Facilities Special Tax has been levied against, or already paid by, an Assessor’s Parcel making a prepayment, and a portion of the Annual Facilities Special Tax will be used to pay a portion of the next principal payment on the Bonds that remain outstanding (as determined by the Administrator), that next principal payment shall be subtracted from the total Bond principal that remains outstanding, and the difference shall be used as the amount of Outstanding Bonds for purposes of this prepayment formula.
“Previously Issued Bonds” means all Bonds that have been issued prior to the date of prepayment.
“Public Facilities Requirement” means either $7.3 million in 2024 dollars, which shall increase on January 1, 2025, and on each January 1 thereafter by two percent (2%) of the amount in effect in the prior year, or such other number as shall be determined by the City as sufficient to fund improvements that are authorized to be funded by the CFD. The Public Facilities Requirements shown above will be adjusted each time there is an annexation of property into Improvement Area No. 1.
“Remaining Facilities Costs” means the Public Facilities Requirement minus public facility costs funded by Previously Issued Bonds, developer equity, and any other source of funding.

A property owner may prepay up to 75% of the Annual Facilities Special Tax obligation applicable to a Parcel, thereby reducing the Maximum Annual Facilities Special Tax applicable to the Parcel, provided that a prepayment may be made only if (i) there are no delinquent Special Taxes with respect to such Parcel at the time of prepayment, and (ii) there has not in any prior Fiscal Year been a partial prepayment of the Annual Facilities Special Tax assigned to the Parcel. The Annual Maintenance Special Tax may not be prepaid. An owner of an Assessor’s Parcel intending to prepay a portion of the Annual Facilities Special Tax obligation shall provide the City with written notice of intent to prepay. Within 30 days of receipt of such written notice, the City or its designee shall notify such owner of the prepayment amount for such Assessor’s Parcel. Prepayment must be made not less than 75 days prior to any redemption date for Bonds to be redeemed with the proceeds of such prepaid Annual Facilities Special Taxes. The Prepayment Amount shall be calculated as follows: (capitalized terms as defined below):
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Tivoli CFD No. 2024-1, IA No. 1 17 May 31, 2024
Bond Redemption Amount
plus Remaining Facilities Amount
plus Redemption Premium
plus Defeasance Requirement
plus Administrative Fees and Expenses
less Reserve Fund Credit
equals Prepayment Amount
As of the proposed date of prepayment, the Prepayment Amount shall be determined by application of the following steps:

Step 1. Compute the amount that could be collected from the Parcel prepaying the Annual Facilities Special Tax in the Fiscal Year in which prepayment would be received by the City.

Step 2. Divide the Maximum Annual Facilities Special Tax from Step 1 by the current Maximum Annual Facilities Special Tax Revenues.

Step 3. Multiply the quotient computed in Step 2 by the percentage of the Maximum Annual Facilities Special Tax that the property owner wants to prepay, which percentage shall not exceed 75%.

Step 4. Multiply the quotient computed pursuant to Step 3 by the Outstanding Bonds to compute the amount of Outstanding Bonds to be retired and prepaid (the “Bond Redemption Amount”).

Step 5. Compute the current Remaining Facilities Costs (if any).

Step 6. Multiply the quotient computed pursuant to Step 3 by the amount determined pursuant to Step 5 to compute the amount of Remaining Facilities Costs to be prepaid (the “Remaining Facilities Amount”).

Step 7. Multiply the Bond Redemption Amount computed pursuant to Step 4 by the applicable redemption premium, if any, on the Outstanding Bonds to be redeemed (the “Redemption Premium”).

Step 8. Compute the amount needed to pay interest on the Bond Redemption Amount starting with the first Bond interest payment date after which the prepayment will be received until the earliest redemption date for the Outstanding Bonds. However, if Bonds are callable at the first interest payment date after the prepayment has been received, Steps 8, 9, and 10 of this prepayment formula will not apply.

Step 9: Compute the amount of interest the City reasonably expects to derive from reinvestment of the Bond Redemption Amount plus the Redemption Premium from the first Bond interest payment date after which the prepayment has been received until the redemption date for the Outstanding Bonds.
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Tivoli CFD No. 2024-1, IA No. 1 18 May 31, 2024
Step 10: Subtract the amount computed pursuant to Step 9 from the amount computed pursuant to Step 8 (the “Defeasance Requirement”).

Step 11. The administrative fees and expenses associated with the prepayment will be determined by the Administrator and include the costs of computing the prepayment, redeeming Bonds, and recording any notices to evidence the prepayment and the redemption (the “Administrative Fees and Expenses”).

Step 12. If and to the extent so provided in the Bond Indenture, a reserve fund credit shall be calculated as a reduction in the applicable reserve fund for the Outstanding Bonds to be redeemed pursuant to the prepayment (the “Reserve Fund Credit”).

Step 13. The Facilities Special Tax prepayment is equal to the sum of the amounts computed pursuant to Steps 4, 6, 7, 10, and 11, less the amount computed pursuant to Step 12 (the “Prepayment Amount”).

Step 14. From the Prepayment Amount, the amounts computed pursuant to Steps 4, 7, and 10 shall be deposited into the appropriate fund as established under the Indenture and be used to retire Outstanding Bonds or make debt service payments. The amount computed pursuant to Step 6 shall be deposited into the Improvement Fund. The amount computed pursuant to Step 11 shall be retained in the account or fund that is established to pay Administrative Expenses.

Once a partial prepayment has been received, an Amendment to Notice of Facilities Special Tax Lien shall be recorded against the Parcel to reflect the reduced Facilities Special Tax lien for the Parcel, which shall be equal to the portion of the Maximum Annual Facilities Special Tax that was not prepaid, and the Administrator shall update Attachment 2 to show the revised Expected Maximum Annual Facilities Special Tax Revenues. However, an Amendment to Notice of Facilities Special Tax Lien shall not be recorded until all Special Taxes levied on the Parcel in the current or prior Fiscal Years have been collected.

If an owner that has partially prepaid the Annual Facilities Special Tax obligation assigned to a Parcel subsequently rezones the Parcel to a Land Use Class that has a higher Per-Acre Annual Facilities Special Tax, the City may, in its sole discretion and as a condition of approval of the rezoning, collect the additional Annual Facilities Special Tax prepayment that would have applied had the Parcel been rezoned at the time of the original partial prepayment for the Parcel.

Notwithstanding the foregoing, if at any point in time the Administrator determines that the Maximum Annual Facilities Special Tax Revenue that can be collected from Taxable Property that remains subject to the Annual Facilities Special Tax after the proposed prepayment is less than the Required Coverage on Bonds that will remain outstanding after defeasance or redemption of Bonds from proceeds of the estimated prepayment, the amount of the prepayment shall be increased until the amount of Bonds defeased or redeemed is sufficient to reduce remaining annual debt service to a point at which Required Coverage is maintained. #9..
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Tivoli CFD No. 2024-1, IA No. 1 19 May 31, 2024
J. INTERPRETATION OF SPECIAL TAX FORMULA
The City reserves the right to make minor administrative and technical changes to this document that does not materially affect the rates or method of apportioning Special Taxes. In addition, the interpretation and application of any section of this document shall be left to the City’s discretion.

Interpretations may be made by the City by ordinance or resolution for purposes of clarifying any vagueness or ambiguity in this RMA.
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ATTACHMENT 1
IMPROVEMENT AREA NO. 1 OF THE

CITY OF MODESTO
COMMUNITY FACILITIES DISTRICT NO. 2024-1
(TIVOLI)
Tivoli Specific Plan
Land Use Diagram
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ATTACHMENT 2
IMPROVEMENT AREA NO. 1 OF THE

CITY OF MODESTO
COMMUNITY FACILITIES DISTRICT NO. 2024-1
(TIVOLI)
Maximum Special Taxes Assigned to Expected Land Uses
Within Each Original Parcel
Prior to the Transition Year
Event
Adding
Parcel
to CFD
Assessor’s
Parcel
Number
Expected
Land Use /1
Expected
Net Taxable
Acreage
Maximum
One-Time
Facilities
Special Tax
(FY 2024-25) /2
Maximum
Annual
Facilities
Special Tax
(FY 2024-25) /2
Maximum
Annual
Maintenance
Special Tax
(FY 2024-25) /2
CFD
Formation 083-004-059-000 MDR 4.50 $450,000 $61,761 $23,247 CFD
Formation 083-004-060-000 MDR 4.78 $478,000 $65,604 $24,693 CFD
Formation 083-004-068-000 LDR 35.89 $3,589,000 $368,244 $185,408

1. VLDR = Very Low Density Residential, LDR = Low Density Residential, MDR = Medium Density Residential, MHDR = Medium High Density Residential, and NR = Non-Residential

2. The Maximum Special Taxes set forth above shall be adjusted pursuant to Section D of the RMA.

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ATTACHMENT 3
IMPROVEMENT AREA NO. 1 OF THE

CITY OF MODESTO
COMMUNITY FACILITIES DISTRICT NO. 2024-1
(TIVOLI)
Original Parcels in Improvement Area No. 1
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#9..
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2 083-004-059-000
3 083-004-060-0004 083-004-068-000
1 083-003-017-0005 083-004-076-0006 083-004-083-0007 083-004-088-0008 083-003-003-0009 083-003-014-000 10 083-003-015-00011 083-003-016-00012 083-004-008-00013 083-004-013-00014 083-004-023-00015 083-004-043-00016 083-004-044-00017 083-004-047-00018 083-004-048-00019 083-004-050-00020 083-004-057-00021 083-004-058-00022 083-004-063-00023 083-004-064-00024 083-004-070-00025 083-004-071-00026 083-004-072-00027 083-004-073-00028 083-004-078-00029 083-004-079-00030 083-004-085-00031 083-004-086-00032 083-004-087-00033 083-005-016-000 #9..
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

August 13, 2024
Date: July 1, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Jessica Hill, Director of Community and Economic Development SUBJECT: Agreement for 2025-2030 Consolidated Plan Consultant CONTACT: Edgar Garcia, Community Development Manager, [email protected] 209-577-5211
DESCRIPTION:

Consider approving an Agreement with LeSar Development Consultants to assist in the development of the 2025-2030 Consolidated Plan, including the Year One Annual Action Plan and the Affirmatively Furthering Fair Housing Plan, for a total amount not to exceed $200,000. (Funding Source: Community Development Block Grant and HOME Investment Partnership Funds)
STRATEGIC PLAN ELEMENT:

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

BACKGROUND:

The Department of Housing and Urban Development (HUD) requires entitlement grantees adopt a comprehensive, long‐term plan known as the Five‐Year Consolidated Plan (Con Plan) for the use of HUD funds allocated to the City. The Con Plan analyzes the City’s housing and community development needs, with a priority focus on low and moderate-income individuals, households, and neighborhoods, and describes five-year strategies for meeting those needs.

HUD funds must be used to revitalize low-income neighborhoods and to assist disadvantaged populations by providing adequate public facilities and services, generating affordable housing opportunities, and implementing effective strategies to reduce homelessness.

As part of the consolidated planning process, HUD requires entitlement grantees to adopt an Annual Action Plan (AAP) for every fiscal year within the five-year Consolidated Plan period.

This document describes how funds will be used in a particular fiscal year to address the needs and priorities established through the Con Plan. As designated by HUD, the AAP for the first fiscal year is developed and part of the five-year Con Plan document; every fiscal year thereafter, the AAP is developed as a stand-alone document. #10..
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In addition to the Con Plan and AAP requirements, HUD requires entitlement grantees to develop an Affirmatively Further Fair Housing (AFFH) plan. Section 808 of the Fair Housing Act1 defines AFFH as a legal requirement that federal grantees conduct HUD funded programs in a manner that furthers fair housing within the jurisdiction.

Under HUD’s Code of Federal Regulations for the Con Plan (24 CFR Part 91),2 the City must adopt a Citizen Participation Plan (CPP) to establish the standards to promote citizen participation in the development, execution, and evaluation of the Con Plan and all the required elements. Results of the CPP and consultation efforts must be documented in the five-year Consolidated Plan.

The entitlement formula utilizes population information, poverty, and overcrowded housing data to establish funding allocations. The City of Modesto qualifies as a Community Development Block Grant entitlement City based on the grant formula. The City coordinates efforts to provide a balanced approach to community needs using our available resources. The next five-year Con Plan (FY 2025-2030) is due to HUD by May 2025.

DISCUSSION:

The preparation, planning, and development of the Con Plan requires outreach, stakeholder and public engagement meetings, marketing, surveys and collaboration with community partners therefore it is imperative that the City is able to partner with an experienced and qualified consultant to assist with the City’s next five-year Con Plan. The City must prepare and submit a new Con Plan for the next five fiscal years which is due to HUD 45 days prior to the beginning of the fiscal year, July 1, 2025.).

The City released a Request for Proposal (RFP) to identify a qualified and experienced consultant on March 8, 2024 with a closing date of April 5, 2024. The City received one response to this RFP. City staff conducted a risk analysis of the response and identified risk factors in five of the six required tasks outlined in the RFP. As a result of the risk analysis, City staff recommended not moving forward with this vendor and staff were authorized by the Purchasing Manager to seek alternate firms to support the City with the completion of the Con Plan.

City staff performed an in-depth search for a qualified consultant. This included contacting several jurisdictions in California which resulted in three consultants being referred to the City.

City staff performed assessments including evaluating skills, experience, references, and cost effectiveness for each referred consultant. This review has determined that LeSar Development Consultant (LeSar) firm meets the requirements outlined in the RFP. A bid waiver was approved by the Purchasing Department on June 21, 2024 to secure LeSar Development Consultants for this agreement.

LeSar’s mission is to end the housing affordability crisis and homelessness, and specializes in providing comprehensive, well-researched, thoughtful, and actionable guidance to their projects.

LeSar has provided affordable housing advisory services to numerous cities including San 1https://www.federalregister.gov/documents/2023/02/09/2023-00625/affirmatively-furthering-fairhousing#:~:text=Section%20808(e)(5,of%20the%20Fair%20Housing%20Act 2 https://www.ecfr.gov/current/title-24/subtitle-A/part-91 #10..
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City Council, August 13, 2024
Agreement for 2025-2030 Consolidated Plan Consultant

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Diego, Riverside, and Pomona. This firm has successfully completed several consolidated plans in the past utilizing a collaborative approach with City staff and various stakeholders.

The Proposal
Tasks Deliverables Budget
Task 1: Project Launch Finalized Project Schedule, Meetings with Staff, and Staff Support
$10,095
Task 2: Data Gathering,
Citizen Participation,
Language Access Plan
Consultation
Community Profile
Framework of Needs Assessment and
Market Analysis sections Stakeholder Survey
Facilitate six on-site or remote Stakeholder
Interviews
Facilitate two on-site community meetings
$35,285
Task 3: Consolidated Plan Draft of Needs Assessment (NA-05 through NA-50)
Draft of Market Analysis (MA-05 through MA50)
Recommendations of Needs, Goals, and
Priorities
Draft of Strategic Plan (SP-05 through SP80)
Draft of Executive Summary (ES-05) and
Process (PR-05 through PR-15)
$21,625
Task 4: Annual Action Plan Draft of FY 2025 Annual Action Plan (AP-15 through AP-90)
$11,080
Task 5: Affirmatively
Furthering Fair Housing
Draft of Affirmatively Furthering Fair Housing
Plan
$10,250
Task 6: Final Drafts And
IDIS Entry
Final Draft of Consolidated Plan, Annual
Action Plan, Affirmatively Furthering Fair
Housing, and the Language Access Plan (all
printed and electronic Microsoft Word
versions
$20,975
Task 7: Plan Hearings and
Plan Submission
On-site Community Meeting
On-site Public Hearing
On-call IDIS Technical Assistance
$10,690
Public Engagement Support $60,000
Administrative Overhead $20,000
Total Budget $200,000
As the services associated with each task in this Agreement can vary depending on the need for increased in person public engagement, increased staffing hours, and the rising cost of travel, City staff has allocated a budget line item of “Public Engagement Support” to cover the potential costs of these potential in person expenses.

Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment, or contractual services to follow formal bid procedures. However, MMC 8-3.204(d) provides that a purchase may be exempted from the City’s formal bidding requirement where the Purchasing Agent determines that a process other than the formal bid procedure will result in a procurement for the City at the lowest possible cost #10..
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City Council, August 13, 2024
Agreement for 2025-2030 Consolidated Plan Consultant

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commensurate with the desired quality. Here, as the RFP process did not yield a qualified candidate to carry out the necessary services, the Purchasing Manager authorized a search outside of the formal procurement process.

FISCAL IMPACT:

HUD requires all recipients that receive entitlement funding to prepare and submit a 5-Year Con Plan, AAP, and an AFFH plan. Failure to comply could jeopardize future HUD funding the City receives each year. Funding for this contract and the development of the plans is an allowable cost under the HUD funding granted to the City and the total agreement amount is not to exceed $200,000. There is no impact to the General Fund.

COMMITTEE RECOMMENDATION:

This item was presented at the Finance Committee on June 24, 2024, and was approved to forward to Council for consideration and approval.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving an Agreement with LeSar Development Consultants to assist in the development of the 2025-2030 Consolidated Plan, including the Year One Annual Action Plan and Affirmatively Furthering Fair Housing Plan, for a total amount not to exceed $200,000 and authorizing the City Manager, or his designee, to execute the Agreement.

Approved by:

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

1. Resolution

2. LeSar Development Consultant Agreement

3. RFP 2324-78

4. Bid Waiver Packet Approval
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08/13/2024/C&ED/EGarcia 1 2024-

MODESTO CITY COUNCIL
RESOLUTION NO. 2024-

RESOLUTION APPROVING AN AGREEMENT WITH LESAR DEVELOPMENT CONSULTANTS TO ASSIST IN THE DEVELOPMENT OF THE 2025-2030

CONSOLIDATED PLAN, INCLUDING THE YEAR ONE ANNUAL ACTION

PLAN AND AFFIRMATIVELY FURTHERING FAIR HOUSING PLAN, FOR A TOTAL AMOUNT NOT TO EXCEED $200,000 AND AUTHORIZING THE CITY

MANAGER, OR HIS DESIGNEE, TO EXECUTE THE AGREEMENT
WHEREAS, the City of Modesto is an entitlement grantee under the U.S.

Department of Housing and Urban Development (HUD) Office of Community Planning and Development (CPD) which allocates the following program funds to the City of Modesto through a formula-based allocation: Community Development Block Grant (CDBG), HOME Investment Partnerships (HOME), and Emergency Solutions Grant (ESG); and
WHEREAS, as an entitlement community, HUD requires entitlement grantees adopt a comprehensive, long‐term plan known as the Five‐Year Consolidated Plan for the use of HUD funds allocated to the City, and
WHEREAS, the Consolidated Plan analyzes the City’s housing and community development needs, with a priority focus on low and moderate-income individuals, households, and neighborhoods, and describes five-year strategies for meeting those needs, and
WHEREAS, the Program Year (PY) 2024-2025 Annual Action Plan (AAP) will represent the first year of the City’s 2025-2030 Consolidated Plan and is required to identify the expected resources to be available and projects to be undertaken; and WHEREAS, the Affirmatively Furthering Fair Housing faithfully implement the Fair Housing Act’s statutory mandate to affirmatively further fair housing, which directs #10..
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08/13/2024/C&ED/EGarcia 2 2024-
HUD to ensure that the agency and its program participants proactively take meaningful actions to overcome patterns of segregation, promote fair housing choice, eliminate disparities in opportunities, and foster inclusive communities free from discrimination; and
WHEREAS, the City has determined that there is a need for a firm to assist in the planning and execution of the 2025-2030 Consolidated Plan with first year Annual Action Plan and the Affirmatively Furthering Fair Housing Plan; and WHEREAS, LeSar Development Consultants has been deemed qualified, willing, and able to provide the services to prepare said document(s), and WHEREAS, Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment, or contractual services to follow formal bid procedures. However, MMC 8-3.204(d) provides that a purchase may be exempted from the City’s formal bidding requirement where the Purchasing Agent determines that a process other than the formal bid procedure will result in a procurement for the City at the lowest possible cost commensurate with the desired quality, and
WHEREAS, here, as the RFP process did not yield a qualified candidate to carry out the necessary services, the Purchasing Manager authorized a search outside of the formal procurement process.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves an Agreement with LeSar Development Consultants to assist in the development of the 2025-2030 Consolidated Plan, including the Year One Annual #10..
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Action Plan and the Affirmatively Furthering Fair Housing Plan, for a total amount not to exceed $200,000.

BE IT FURTHER RESOLVED that the City Manager, or his designee, is authorized to execute the Agreement, 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 13th day of August, 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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STANDARD

AGREEMENT FOR CONSULTANT SERVICES
THIS AGREEMENT, made and entered into in the City of Modesto, State of California, this day of , 2024, by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "City", and LeSar Development Consultants, hereinafter referred to as "Consultant".

This Agreement is made with regard to the following recitals:

A. The City has determined that there is a need for a firm to assist in the planning and execution of the 2025-2030 Consolidated Plan with first year Annual Action Plan and the Affirmatively Furthering Fair Housing Plan
B. Consultant represents that it is qualified, willing and able to provide the services to prepare said document(s).

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

1. SCOPE OF SERVICES.

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

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

City hereby gives Consultant notice to proceed with the preparation of the project in the manner described in Exhibit "A", as of the effective date of this agreement. Consultant shall diligently proceed with the preparation of the project and agrees to complete said preparation within the time period set forth in Exhibit "A".

3. COMPENSATION.

Consultant agrees to accept a sum not to exceed Two Hundred Thousand Dollars ($200,000) for performing all services and furnishing all staffing and materials called for in Exhibit "A" and for performance by Consultant of all of its duties and obligations under this Agreement.

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

Time & Materials Payment: Consultant compensation shall be based on the hours worked by the Consultant and/or the Consultant’s employees or subcontractors, multiplied by the applicable rate set forth in the Consultant’s current, dated schedule of rates attached to and made a part of the Agreement; provided, however, the Consultant will provide the City written notice of changes, as specified in Exhibit “B”, Project Budget.
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Expenses: The City shall reimburse Consultant for Consultant’s actual out-of-pocket expenses. Consultant shall not charge the City the cost of advancing funds to these expenses. All reasonable reimbursable expenses shall be supported by documentation at the time of billing. In addition to the aforementioned fees, Consultant will be reimbursed for the following items, plus any expenses agreed by the parties as set forth in the Consultant's Proposal attached hereto, that are reasonable, necessary and actually incurred by the Consultant in connection with the services.

4. OBLIGATIONS OF Consultant.

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

5. PERFORMANCE BY KEY EMPLOYEE.

Consultant has represented to City that LeSar Development Consultant’s personal lines team, will be primarily responsible for the performance of the services referred to in this Agreement. City has entered into this Agreement in reliance on that representation by Consultant. Consultant therefore agrees that sixty (60%) percent or more of the time to be #10..
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devoted to the project that is the subject of this Agreement will be that of the above-named persons.

6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

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

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

7. NEWS AND INFORMATION RELEASE.

Consultant agrees that it will not issue any news releases in connection with either the award of this Agreement, or any subsequent amendment of or efforts under this Agreement, #10..
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without first obtaining review and approval of said news releases from City through the City Manager.

8. INTEREST OF CONTRACTOR.

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

9. AMENDMENTS.

Both parties to this Agreement understand that it may become desirable or necessary during the execution of this Agreement, for City or Consultant to modify the scope of services provided for under this Agreement. Any material extension or change in the scope of work shall be discussed with City and the change and cost shall be memorialized in a written amendment to the original contract prior to the performance of the additional work.

Until a change order is so executed, City will not be responsible to pay any charges Consultant may incur in performing such additional services, and Consultant shall not be required to perform any such additional services.

10. INDEPENDENT CONTRACTOR.

All acts of Consultant, its agents, officers, and employees and all others acting on behalf of Consultant relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers, or employees of City. Consultant, by virtue #10..
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of this Agreement, has no authority to bind or incur any obligation on behalf of City. Consultant has no authority or responsibility to exercise any rights or power vested in the City. No agent, officer, or employee of the City is to be considered an employee of Consultant. It is understood by both Consultant and City that this Agreement shall not under any circumstances be construed or considered to create an employer-employee relationship or a joint venture.

Consultant, its agents, officers and employees are and, at all times during the terms of this Agreement, shall represent and conduct themselves as independent contractors and not as employees of City.

Consultant shall determine the method, details and means of performing the work and services to be provided by Consultant under this Agreement. Consultant shall be responsible to City only for the requirements and results specified in this Agreement, and, except as expressly provided in this Agreement, shall not be subjected to City's control with respect to the physical action or activities of the Consultant in fulfillment of this Agreement. Consultant has control over the manner and means of performing the services under this Agreement. Consultant is permitted to provide services to others during the same period service is provided to City under this Agreement. If necessary, Consultant has the responsibility for employing other persons or firms to assist Consultant in fulfilling the terms and obligations under this Agreement.

If in the performance of this Agreement any third persons are employed by Consultant, such persons shall be entirely and exclusively under the direction, supervision, and control of Consultant. All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by the Consultant.
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It is understood and agreed that as an independent contractor and not an employee of City neither the Consultant or Consultant's assigned personnel shall have any entitlement as a City employee, right to act on behalf of the City in any capacity whatsoever as an agent, or to bind the City to any obligation whatsoever.

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

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

11. ASSIGNMENT.

Neither this Agreement nor any portion thereof shall be subcontracted or assigned without the express prior written consent of the City in each and every instance.

12. PATENT/COPYRIGHT MATERIALS.

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

13. NOTICES.

Any and all notices permitted or required to be given hereunder shall be deemed duly given and effective (1) upon actual delivery, if delivery is by hand; or (2) five (5) days after delivery into the United States mail if delivery is by postage paid registered or certified (return #10..
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receipt requested) mail. Each such notice shall be sent to the parties at the address respectively indicated below or to any other address as the respective parties may designate from time to time.

FOR Consultant:

LeSar Development Consultants
Attn: Richard Valdez, Chief Operations Officer
404 Euclid Avenue, Suite 212
San Diego, CA 92114
FOR CITY:

City of Modesto
Attn: Edgar R. Garcia, Community Development Manager
1010 10th Street
Modesto, CA 95353

14. INSURANCE REQUIREMENTS.

The Consultant shall provide at its own expense and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the City as may be required by the Risk Manager of the City. The policies or certificates thereof shall provide that, thirty (30) days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the City by certified mail, return receipt requested, for all of the following stated insurance policies. (a) Worker's Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $500,000. (b) General Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and $100,000 for property damage or $1,000,000 combined single limit. This insurance shall indicate on the certificate of insurance the following #10..
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coverages and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent consultants and subcontractors; products and completed operations; and professional liability.
(c) Automobile Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and $100,000 for property damage or $1,000,000 combined single limit. This insurance shall cover any automobile for bodily injury and property damage.
(d) Professional Liability insurance with a minimum limit of $1,000,000 per claim and policy aggregate.

If at any time any of said policies shall be unsatisfactory to the City, as to form or substance, or if a company issuing such policy shall be unsatisfactory to the City, the Consultant shall promptly obtain a new policy, submit the same to the Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of the Consultant to furnish, deliver or maintain such insurance and certificates as above provided, this Agreement, at the election of the City, may be forthwith declared suspended, or terminated. Failure of the Consultant to obtain and/or maintain any required insurance shall not relieve the Consultant from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Consultant concerning indemnification. The City, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation. The Workers' Compensation insurer shall agree to waive all rights of subrogation against the City, its agents, officers, employees, and volunteers for losses arising from work performed by Consultant for the City. #10..
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The Consultant's insurance policy(ies) shall include a provision that the coverage is primary as respects the City; shall include no special limitations to coverage provided to additional insured; and, shall be placed with insurer(s) with acceptable Best's rating of A:VII or with approval of the Risk Manager. The Consultant must deliver certificates evidencing existence of the insurance called for in the contract specifications to the City Clerk at the time the contract is signed.

15. TERMINATION OF AGREEMENT.

Termination on Occurrence of Stated Events
This Agreement shall terminate automatically on the date on which any of the following events occur: (1) bankruptcy or insolvency of Consultant, (2) legal dissolution of Consultant, or (3) death of key principal(s) of Consultant.

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

Termination by Consultant for Default of City
Should City default in the performance of this Agreement or materially breach any of its provisions, at its option Consultant may terminate this Agreement by giving written notice to City. The termination date shall be the effective date of the notice. For the purposes of this section, material breach of this Agreement shall include but not be limited to any of the #10..
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following: failure to cooperate reasonably with Consultant, willful destruction of Consultant's property by City, dishonesty or theft.

Termination by City for Lack of Budgeted Funds
The City may terminate this Agreement effective July 1 of any given year upon the City's determination to not appropriate sufficient funds for this Agreement for the ensuing fiscal year. In such event City shall give Consultant not less than 30 days written notice.

Termination for Failure to Make Agreed-Upon Payments
Should City fail to pay Consultant all or any part of the payments set forth in this Agreement on the date due, at its option Consultant may terminate this Agreement if the failure is not remedied within thirty (30) days after Consultant notifies City in writing of such failure to pay. The termination date shall be the effective date of the notice.

Termination by City for Change of Consultant's Tax Status If City determines that Consultant does not meet the requirements of federal and state tax laws for independent contractor status, City may terminate this Agreement by giving written notice to Consultant. The termination date shall be the effective date of the notice.

Termination by City for Convenience
The City may also terminate the Consultant's performance under the Agreement, either in whole or in part, at its own discretion, or when conditions encountered during the Work make it impossible or impracticable to proceed, or when the City is prevented from proceeding with the Agreement by act of God, by law, or by official action of a public authority, or upon a determination by the City that such termination is in the best interest and convenience of the City, or whenever the City is prohibited from completing the Work for any reason. The City shall provide no less than ten #10..
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(10) calendar days written notice of its intent to terminate the Agreement for convenience, and shall endeavor to provide the Consultant with consultation with the City prior to termination.

Voluntary Termination
The parties may terminate this contract upon mutual written Agreement.

In the Event of Termination
If this Agreement is terminated pursuant to this Paragraph, Consultant shall cease all its work on the project as of the termination date and shall see to it that its employees, subcontractors and agents are notified of such termination and cease their work. If City so requests, and at City's cost, Consultant shall provide sufficient oral or written status reports to make City reasonably aware of the status of Consultant's work on the project. Further, if City so requests, and at City's cost, Consultant shall deliver to City any work products whether in draft or final form which have been produced to date.

If the Agreement is terminated pursuant to any of the subsections contained in this paragraph, City will pay Consultant an amount based on the percentage of work completed on the termination date, this percentage shall be determined by City in its sole discretion. If the Agreement is terminated pursuant to the subparagraph entitled Termination by City for Default of Consultant, Consultant understands and agrees that City may, in City's sole discretion, refuse to pay Consultant for that portion of Consultant's services which were performed by Consultant on the project prior to the termination date and which remain unacceptable and/or not useful to City as of the termination date.

16. INDEMNITY.
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Consultant, its agents, officers and employees shall defend, indemnify, and hold harmless City, its agents, officers, and employees from and against all claims, damages, losses, judgment, liabilities, expenses, and other costs including litigation costs and attorney's fees from every cause, including but not limited to injury to person or property or wrongful death arising directly or indirectly out of any act or omission of Consultant whether or not the act or omission arises from the sole negligence or other liability of City, or its agents, officers, and employees or volunteers relating to or during the performance of its obligations under this agreement.

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

17. ENTIRE AGREEMENT.

This Agreement and its exhibits contain the entire understanding between Consultant and City. Additional or new terms contained in this Agreement which vary from Consultant's proposal are controlling and are deemed accepted by Consultant by shipment of any article or other commencement of performance hereunder. All previous proposals, offers and communications relative to this Agreement, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this Agreement. No future waiver of or exception to any of the terms, conditions, and provisions of this Agreement shall be considered valid unless specifically agreed to in writing by all the parties.

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

19. WAIVER.

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

20. AUDIT.

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

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

21. GOVERNING LAW.

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

22. HEADINGS NOT CONTROLLING.

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

23. COMPLIANCE WITH LAWS.
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Consultant shall insure compliance with all safety and hourly requirements for employees, in accordance with federal, state, and county safety and health regulations and laws.

Consultant shall fully comply with all applicable federal, state, and local laws, ordinances, regulations and permits. Consultant will have a City of Modesto business license. #10..
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IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement in duplicate by its City Manager and attestation by its City Clerk under authority of Resolution No. __ , adopted by the Council of the City of Modesto on the day of , 20____, and has caused this agreement to be duly executed.
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EXHIBIT A

SCOPE OF WORK
TASK 1: PROJECT LAUNCH
Task 1.1: Project Launch and Management
After contract execution and within two weeks, LeSar will work with City staff to schedule a remote kick-off meeting, inviting City staff and any key stakeholders to accomplish the following:
 Finalize the project schedule.
 IDIS coordination.
 Discuss and finalize community engagement methods.
 Identify consultation partners, key stakeholders, and/or organizations critical to contextualizing local data/priority needs.
 Review Consolidated Plan procedures and workflows / policies and procedures of existing programs.

Task 1.2: Project Management/Status Meetings
Through the duration of the project, LeSar will facilitate bi-weekly check-in meetings with City staff to keep everyone abreast of project schedules, challenges, and anticipated deliverables for review.

Task 1 Deliverables:

Finalized Project Schedule no later than September 30, 2024.

TASK 2: DATA GATHERING, CITIZEN PARTICIPATION, LANGUAGE ACCESS

PLAN CONSULTATION
Task 2.1: Develop Community Profiles for Review and Approval by the City  In coordination with the City, LeSar will develop a community profile that will take into account the area's demographic and socioeconomic diversity.  In addition to highlighting key data points, the profile will also deploy geospatial data to map and graph relevant information for the City.

Task 2.2: Data Collection and Analysis
 Using current data provided through the eCon Planning Suite, LeSar will analyze the data to identify current housing, demographic, socio-economic, and economic trends and conditions in the community.
 LeSar will use more up-to-date datasets where available, all while maintaining consistency throughout the analysis.
 LeSar will validate this analysis as part of the stakeholder and resident engagement. LeSar #10..
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will present this data for one round of review and comment by City staff and representatives of the Continuum of Care.
 This data will be presented in Microsoft PowerPoint, comprised of charts, graphs, tables, and other visualization tools and accompanied by initial written analysis identifying potential challenges and strengths.
 Based on feedback from the City, LeSar will update the data to inform sections of the Consolidated Plan, including draft responses to the narrative fields in the needs assessment and market analysis sections, as well as developing maps to highlight key priority needs and/or conditions in the City.
 LeSar will ensure that data elements fully comply with the requirements set forth in 24 CFR Part 91.

Task 2.3: Language Access Plan
 This Plan establishes a strategy for ensuring meaningful access by persons with Limited English Proficiency (LEP) to HUD administered programs and activities in accordance with Executive Order 13166.
 Develop and implement a system by which persons with LEP can meaningfully access the agency’s services consistent with, and without unduly burdening, the fundamental mission of the agency.
 Ensure that recipients of Federal financial assistance (recipients) provide meaningful access to their applicants and beneficiaries with LEP.
 Four-Factor Analysis: There is no specific method for ensuring compliance but undertaking a four-factor analysis, adoption of a LAP for vital materials and making necessary translation will be considered “strong evidence” of compliance.

Task 2.4: Develop Stakeholder Survey
 To leverage resources and include the input from City staff, LeSar will develop a City-wide online survey that will solicit the input of key stakeholders and constituents to determine the public and private housing needs of the area and inform the Needs Assessment, Market Analysis, and Strategic Plan sections of the Consolidated Plan.  The survey will be available in Spanish and English, as well as a printable format to be distributed to key stakeholders and organizations.

Task 2.5: Consultations
 Gathering feedback from stakeholders and residents is critical in the Consolidated Plan process. LeSar will assist City staff in developing a consultation list of partners and efficient consultation methodology that takes into account the diversity in social and market conditions in the jurisdiction.
 All consultation activities will be in compliance with the Citizen Participation and #10..
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Consultation requirements at 24 CFR 91.100.

Task 2.6: Stakeholder Interviews
 LeSar will host up to six in-person or web-based stakeholder consultation interviews (based on scheduling availability).
 LeSar will review the prior Consolidated Plan goals, CAPER reports, and other relevant planning or status reports and facilitate conversations to identify the most pressing community needs.
 LeSar will also review the updated Consolidated Plan data with selected stakeholders to validate the data, understand community strengths and gaps, and identify potential strategies to address community needs.
 Additionally, LeSar will develop a web-based survey (see Develop Stakeholder Survey above) to gather feedback from stakeholders unable to participate in the consultation interviews.

Task 2.7: Community Meetings
 LeSar will assist City staff with the facilitation of two on-site community meetings to discuss housing needs, economic development goals, housing and development goals, prioritizations, and fair housing, among other topics.
 LeSar will coordinate with City staff to establish a set of questions and discussion areas to generate qualitative data that will accompany quantitative data to support the goals, priority needs, and objectives of the Consolidated Plan.
 In coordination with the City, the focus groups will ensure that the diversity of the jurisdiction is represented in social and spatial terms and the time and places of such meetings align with the needs and expectations of the community members.  In addition to the community meetings and other engagement strategies, LeSar will be available to meet and coordinate remotely with City staff as needed.

Task 2.8: Develop Communication and Outreach Strategy
 As part of the Consolidated Plan outreach efforts, LeSar will collaborate with City staff to develop an outreach strategy that will leverage in-person and virtual community meetings, focus groups, virtual and in-person workshops, online campaigns, and other potential strategies to generate the meaningful input of constituents and residents throughout the process.
 Such strategy will utilize an equity framework that accounts for disparities in race, gender, and other protected categories, as well as for persons with potential barriers to community engagement.

Task 2.9: Citizen Participation, Consultation, and Coordination Narratives  LeSar will review the City’s Citizen Participation Plan, prior Consolidated Plan goals, #10..
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CAPER reports, and other relevant planning or status reports.  This review process will enable LeSar to prepare a stakeholder and citizen participation narrative, which will identify shortcomings that may limit the effectiveness of projects and outreach in the area.

Task 2 Deliverables:
 Review current City of Modesto Consolidated Plan, Annual Action Plan, Citizen Participant Plan, and all other documents necessary to project no later than September 30, 2024.  Draft Community Profile no later than October 31, 2024.  Review and revise current Citizen Participation Plan.  Framework of Needs Assessment and Market Analysis sections no later than October 31, 2024.
 Develop Stakeholder Survey no later than November 30, 2024.  Facilitate six on-site or remote Stakeholder Interviews no later than December 31, 2024.  Facilitate two on-site community meetings no later than December 31, 2024.  Draft Language Access Plan and Four Factor Analysis no later than December 31, 2024.

TASK 3: CONSOLIDATED PLAN
Task 3.1: Executive Summary and Process (ES and PR Screens)  LeSar will work with City staff to draft the Executive Summary and Process sections of the Consolidated Plan.
 The Executive Summary section serves as an introduction and summarizes the key points of the Consolidated Plan. The Process section of the template is where grantees identify the lead agencies responsible for the development of the plan and the administration of the grants; identify which public and private service providers and other stakeholders were consulted; and describe the process of outreach conducted to encourage citizen participation during the development of the plan.

Task 3.2: Housing and Homeless Needs Assessment (NA Screens)  LeSar will work with the City staff to develop an assessment of housing and non-housing needs using local data and information provided by the Housing Authority of Stanislaus County, the California Housing & Community Development, and other local housing and homelessness service providers.
 We will pay close attention to data highlighting local issues, such as land use and development potential, communities with disproportionate housing needs, and communitywide housing affordability issues to gain a deeper understanding variety of housing and homelessness needs throughout the City. LeSar is wholly familiar with the Needs Assessment screens and will highlight the City’s identity in the narrative.

Task 3.3: Housing and Market Analysis (MA Screens)
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 LeSar will conduct a housing market analysis as part of the Consolidated Plan for the City of Modesto in accordance with the requirements at 24 CFR 91.210.  Utilizing the information generated from the data analysis, LeSar will dive deeper into the general characteristics of the housing market for Modesto. This analysis will maintain a focus on the dynamics of the area, the strains of growth on the public, and assisted housing stock.  This will be followed by a narrative account of the housing market to highlight the housing gaps for all residents, particularly those with special needs, and the various housing barriers faced by different communities in the City.

Task 3.4: Five-Year Strategic Plan Development (SP Screens)  Using the qualitative and quantitative data identified in the data analysis and stakeholder/community engagement, LeSar will complete all required fields for the Strategic Plan.
 LeSar will facilitate two remote working sessions with City staff and key stakeholders to review high and low priority needs.
 LeSar will use the feedback gathered in these working groups to draft a summary of recommended needs, goals, and priorities.
 These draft goals and priorities will be presented to City staff for review and comment 30 days prior to the draft Consolidated Plan and Annual Action Plan.  LeSar will use the current monitoring checklists to ensure all fields are complete.  LeSar will provide technical assistance to City staff who will present the Strategic Plan goals to the community. LeSar encourages a robust discussion during the planning period to engage the community in the long-term goals of the Strategic Plan.

Task 3 Deliverables to be completed no later than January 31, 2025  Draft of Needs Assessment (NA-05 through NA-50)
 Draft of Market Analysis (MA-05 through MA-50)
 Recommendations of Needs, Goals, and Priorities
 Draft of Strategic Plan (SP-05 through SP-80)
 Draft of Executive Summary (ES-05) and Process (PR-05 through PR-15) TASK 4: ANNUAL ACTION PLAN
Task 4.1: Annual Action Plan
 LeSar will utilize the information identified in the Strategic Plan to develop the City’s firstyear annual action plan for FY2025.  LeSar will facilitate one remote working session with City staff and key stakeholders, in which LeSar will present recommendations for the Annual Action Plan.  The goal of the working session will be to enable the City to finalize needs, resource allocation, and goals.
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 LeSar will work with City staff to gather information on specific activities that will be included in the Annual Action Plan.

Task 4 Deliverables
 Draft of FY 2025 Annual Action Plan (AP-15 through AP-90) no later than February 28, 2024.

TASK 5: AFFIRMATIVELY FURTHERING FAIR HOUSING
Task 5.1: Affirmatively Furthering Fair Housing (AFFH) Plan  LeSar will utilize the information identified in the Strategic Plan to develop the City’s AFFH Plan.
 LeSar will facilitate one remote working session with City staff and key stakeholders, in which LeSar will present recommendations for the AFFH Plan.  The goal of the working session will be to enable the City to finalize needs, resource allocation, and goals.
 LeSar will work with City staff to gather information on specific activities that will be included in the AFFH Plan.

Task 5 Deliverables
 Draft of Affirmatively Furthering Fair Housing Plan no later than February 28, 2024.

TASK 6 – FINAL DRAFTS AND IDIS ENTRY
Task 6.1: Annual Action Plan, Affirmatively Furthering Fair Housing (AFFH) Plan, Language Access Plan, and Consolidated Plan
 The Consolidated Plan, Annual Action Plan, AFFH, and the Language Access Plan documents will be provided to the City of Modesto for a final round of consolidated edits and internal feedback.
 LeSar will work with the City to integrate any new feedback, developing a final draft of both documents.
 Finally, LeSar will render all documents into reader-friendly formats as to maximize the engagement with the public.
 Concurrently, LeSar will support the IDIS entry process for these documents. Based on our experience using the eCon Planning Suite template, the later IDIS entry occurs in the development of these documents, the more efficient the process.

Task 6 Deliverables
 Final Draft of Consolidated Plan, Annual Action Plan, Affirmatively Furthering Fair Housing, and the Language Access Plan (all printed and electronic Microsoft Word versions) no later than March 30, 2025.
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23 City of Modesto
Consolidated Plan
TASK 7 – PUBLIC HEARINGS AND PLAN SUBMISSION
Task 7.1: Public Hearings and Plan Submission
 LeSar may be required to attend and facilitate one community meeting per Council District (Council Districts 1-6) (costs to be submitted separately for City consideration).  In addition, LeSar will attend one public hearing before the Modesto City Council to be available for questions, comments, and feedback from citizens and elected officials.  Following the completion of the 30-day public display and review period, LeSar will work with the City to summarize the comments received for incorporation into the Consolidated Plan and Annual Action Plan.
 LeSar will integrate comments received and deliver final Word and PDF files to the City for posting on its website.
 In addition, LeSar will provide City staff with one resource binder containing a list of data sources, copy of data collected, consultations, records and any other supporting documentation used to develop the Consolidated Plan and respective Annual Action Plan.  LeSar will remain available to City staff throughout the 45-day HUD review period. LeSar will set aside 8 hours of on-call technical assistance to assist in responding to any HUD questions that may arise relative to these documents.

Task 7 Deliverables:
 On-site Community Meetings as needed.
 One on-site Public Hearing.
 On-call IDIS Technical Assistance.

TASK 8 – PUBLIC ENGAGEMENT SUPPORT
Task 8.1: Public Engagement Support
 Public Engagement is critical to the success of both the implementation and outcomes of the consolidated planning process.
 LeSar will provide additional public engagement support as requested by the City of Modesto.
 In-person or virtual leading or assistance in facilitating engagement sessions as needed.  Assistance in developing and implementing engagement strategies, collateral, communications, and documenting outcomes.

Task 8 Deliverables
 Additional public engagement support as requested by the City of Modesto.

TASK 9 – ADMINISTRATIVE OVERHEAD
Task 9.1: Administrative Overhead
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24 City of Modesto
Consolidated Plan
Includes LeSar’s costs associated with administrative overhead and overall project coordination.

EXHIBIT B

PROJECT BUDGET
Tasks Deliverables Budgeted
Amount
Task 1: Project Launch  Finalized Project Schedule, no later than September 30, 2024
$10,095
Task 2: Data Gathering, Citizen
Participation, Language Access Plan
Consultation
 Review all current City of Modesto documents,
such as Consolidated Plan, Annual Action Plan,
and Citizen Participant Plan no later than
September 30, 2024.
 Review and revise current Citizen Participation
Plan.
 Draft Community Profile no later than October
31, 2024
 Framework of Needs Assessment and Market
Analysis sections no later than October 31,
2024.
 Stakeholder Survey no later than November 30,
2024.
 Facilitate six on-site or remote Stakeholder
Interviews no later than December 31, 2024.
 Facilitate two on-site community meetings no
later than December 31, 2024.
 Draft Language Access Plan and Four Factor
Analysis no later than December 31, 2024
$35,285
Task 3: Consolidated Plan  Draft of Needs Assessment (NA-05 through NA-50) to be completed no later than January
31, 2025
 Draft of Market Analysis (MA-05 through MA50) to be completed no later than January 31, 2025
 Recommendations of Needs, Goals, and
Priorities to be completed no later than January
31, 2025
 Draft of Strategic Plan (SP-05 through SP-80) to
be completed no later than January 31, 2025
 Draft of Executive Summary (ES-05) and
Process (PR-05 through PR-15) to be completed
no later than January 31, 2025
$21,625
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25 City of Modesto
Consolidated Plan
Task 4: Annual Action Plan  Draft of FY 2025 Annual Action Plan (AP-15 through AP-90) no later than February 28, 2024.
$11,080
Task 5: Affirmatively Furthering Fair
Housing
 Draft of Affirmatively Furthering Fair Housing
Plan no later than February 28, 2024.
$10,250
Task 6: Final Drafts and IDIS Entry  Final Draft of Consolidated Plan, Annual Action Plan, Affirmatively Furthering Fair Housing,
and the Language Access Plan (all printed and
electronic Microsoft Word versions) no later
than March 30, 2025.
$20,975
Task 7: Plan Hearings and Plan
Submission
 On-site Community Meetings as needed,
 One on-site Public Hearing
 On-call IDIS Technical Assistance
$10,690
Task 8: Public Engagement Support  Additional public engagement support $60,000 Task 9: Administrative Overhead  10% of Budget for Administrative costs $20,000 Total Budget $200,000
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1 RFP 2324-78 Request for Proposals:
2025-2029 Consolidated Plan with 1st year Action Plan,
Affirmatively Furthering Fair Housing (AFFH) and Language Access Plan including a Four Factor Analysis
Proposal Release: March 8, 2024
Proposal Due: Wednesday, April 5, 2024 at 5:00pm
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2 PROJECT OVERVIEW
The City of Modesto (the “City”) Community Economic Development Department is requesting proposals from experienced community development consultant firms or individual consultants to assist the City in preparing and submitting its next 5‐year Consolidated Plan (FY2025‐2029), the Annual Action Plan (FY2025‐2026), Affirmative Fair Housing (AFH) Plan and Language Access Plan (LAP) pursuant to 24 CFR Part 91. The next 5-year Consolidated Plan is due to the United States Department of Housing and Urban Development (HUD) by May 2025. The required Con Plan must follow any and all amendments and updates, such as utilizing the HUD’s Office of Community Planning and Development (CPD) eCon Planning Suite, including the Integrated Disbursement and Information System (IDIS) Consolidated Plan Template, and the CPD Maps website. The eCon Planning Suite is designed to support grantees and the public to assess their needs and make strategic investment decisions by providing better data and tools and by creating a seamless planning and grants management framework. Overview information is available at:
https://www.hudexchange.info/programs/consolidated-plan/econ-planning-suite/.

The City’s Affirmatively Furthering Fair Housing (AFFH) Plan will need to be completed. This request for proposals seeks a qualified firm or individual to conduct the inaugural "Assessment of Fair Housing”, an analysis required by the HUD. This analysis must be completed in accordance with the requirements defined in HUD’s 2015 AFFH Rule. The AFFH is an assessment of historical and existing fair housing conditions that result in goals that will be used in the development of the Consolidated Plan(s) and Annual Action Plan.

The City’s Citizen Participation Plan, and/or Policies and Procedures documents will need to be reviewed and updated, if necessary, in compliance with HUD regulations.

The Consultant selected will review and tabulate data and information supplied by the City, HUD, the U.S. Census Bureau, sub‐grantees, other applicable resources, and input from citizens to complete the required Con Plan components per the HUD regulations.

Background
The City of Modesto is in the County of Stanislaus, with a population of 219,396 and is the largest city within the county and is the 18th largest city by population in the State of California. The City’s median household income is approximately $77,657. Many existing neighborhoods, however, are identified as being of lower income with a diverse population and are designated as disadvantaged per HUD.

The City is committed to providing equal opportunity housing in a nondiscriminatory manner, and to fully comply with all Federal, State, and local nondiscrimination laws as well as with regulations governing Fair Housing and Equal Opportunity in housing and employment. This includes complying with Title VI of the Civil Rights Act of 1964 to ensure meaningful access to programs and activities by Limited English Proficient (LEP) persons. The purpose of the LAP is to identify how the City will ensure its methods of administration will not have the effect of subjecting LEP persons to discrimination because of their national origin, and to ensure LEP persons have full access to City programs and services.

Existing Conditions and Needs
Review of the Citizen Participation Plan, and other supporting materials as needed to gain insight and understanding of the city’s housing progress and priorities. #10..
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3 Consolidated Plan and Action Plan
The Consolidated Plan and Action Plan will address long/short range plans to identify, including but not limited to, goals and objectives, gaps in services, areas of need, resources, housing, homelessness, improved collaboration/public input process, programs/projects, and other areas as may be identified to assist the City in establishing the Community Development Block Grant (CDBG), Emergency Solutions Grant (ESG) and HOME Investment Partnerships (HOME) Programs. The awarded consultant shall also assist to define and undertake the community/stakeholder participation process. The selected consultant will perform professional services under the supervision of the Community and Economic Development Department.

Action Plan
The goal of the 2025-26 Annual Action Plan is to provide a one-year plan that outlines the City’s strategy to implement its five-year strategic plan goals, as they are represented in the City’s 2025- 29 Consolidated Plan. The Annual Action Plan further identifies the activities and funding allocations for the 2025-26 program year, as well as the activities, projects, and accomplishments that are proposed to be supported by the City’s annual CDBG allocation. The CDBG program works to support affordable housing, social services, and community development initiatives in the City, and lays out data-driven, community-based investment decisions to facilitate the most sustainable and comprehensive future for the City’s housing, community, environmental, infrastructural, and economic progression. Through data collection, outreach, and analysis presented in this plan, a clear outline of the 2025-29 program year is formed.

This plan will lay out specific projects that will be supported during the 2025-26 program year; details on these projects and the needs and goals that they support will be given to the consultant awarded.

The following is a general list of projects and programs to be supported in the 2025-29 Consolidated Plan.

A. Addressing and preventing homelessness
B. Affordable housing supportive services
C. Fair housing education
D. Increasing access to jobs and education
E. Programs addressing senior, youth, veterans, persons with disabilities, and survivors of domestic violence
Language Access Plan
The Language Access Plan (LAP) establishes a strategy for ensuring meaningful access by persons with LEP to HUD administered programs and activities in accordance with Executive Order 13166.

The Order set two overarching goals for each federal agency: (1) implement a system by which persons with LEP can meaningfully access the agency’s services consistent with, and without unduly burdening, the fundamental mission of the agency, and (2) ensure that recipients of Federal financial assistance (recipients) provide meaningful access to their applicants and beneficiaries with Limited English Proficiency (LEP).

Section 2 of Executive Order 13166 requires Federal agencies to develop and implement a plan for improving access to services and participation in federally conducted programs and activities for persons with LEP. In compliance with Section 2 of the Order, this Plan details HUD’s initiatives and #10..
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4 plans to improve access to its federally conducted programs and activities by eligible persons with LEP.

Citizen Participation Plan
The Citizen Participation Plan provides for, and encourages, citizen participation and emphasizes participation by persons of low- or moderate-income, particularly residents of predominantly low and moderate-income neighborhoods, slum or blighted areas, and areas in which the City of Modesto proposes to use HUD funds. If the City selects this option, and pursuant to 24 CFR 91.105, the plan must:

A. Provide citizens with reasonable and timely access to local meetings, information, and records related to the grantee's proposed and actual use of funds.

B. Provide for public hearings to obtain citizen views and to respond to proposals and questions at all stages of the community development program, including at least the development of needs, the review of proposed activities, and review of program performance.

C. Provide for timely written answers to written complaints and grievances.

D. Identify how the needs of non-English speaking residents will be met in the case of public hearings where a significant number of non-English speaking residents can be reasonably expected to participate.

Affirmatively Furthering Fair Marketing Plan (AFFH)
The Fair Housing Act calls for HUD and its program participants to abide by the Act’s intent of promoting fair housing and equal opportunity. On July 16, 2015, HUD adopted changes to the final AFFH rule. These changes provide program participants with procedural guidelines and data to ensure improved and comprehensive compliance with the Fair Housing Act.

According to HUD, furthering the purposes of fair housing means:
". . . taking meaningful actions, in addition to combating discrimination, that overcome patterns of segregation and foster inclusive communities free from barriers that restrict access to opportunity based on protected characteristics. Specifically, affirmatively furthering fair housing means taking meaningful actions that, taken together, address significant disparities in housing needs and in access to opportunity, replacing segregated living patterns with truly integrated and balanced living patterns, transforming racially and ethnically concentrated areas of poverty into areas of opportunity, and fostering and maintaining compliance with civil rights and fair housing laws. The duty to affirmatively further fair housing extends to all program participant’s activities and programs relating to housing and urban development.”
HUD’s AFFH Final Rule requires program participants to incorporate the policies underlying the Fair Housing Act into their planning processes. Previous strategies to ensure compliance required program participants to complete an Analysis of Impediments to Fair Housing (AI). The new AFH requirement replaces the AI. The most recent AI was completed in 2015 and will be made available to the awarded firm.

The AFH replaces the AI with a more effective and standardized assessment. In the AFH, program participants identify and evaluate fair housing issues and factors contributing to fair housing issues.

The AFH is an assessment of historical and existing fair housing conditions, focusing specifically on:
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5 A. Patterns of integration and segregation;
B. Racially and ethnically concentrated areas of poverty; C. Disparities in access to opportunity (proficient schools, jobs, transit & low transportation costs, clean air, low exposure to poverty, high labor market engagement); and D. Disproportionate housing needs.

As part of this new requirement, HUD will provide additional data for communities to analyze and address fair housing activities related to the expenditure of federal community development funds.

The Collaborating Parties have executed and submitted to HUD a Written Agreement for Collaboration on the AFH and will share the scope and cost of this work. The County will take the lead in facilitating the preparation and submission of this work to HUD. References to the County in this RFP in relation to reviewing, approving, accepting, and owning the work extend and apply to the Collaborating Parties.

TRANSMITTAL LETTER
Proposer shall provide a letter containing an expression of the proposer's interest in the work, a summary statement regarding the qualifications of the proposer to do the work, and a brief summary of any information about the project team or the proposer that may be useful or informative to the City.

The proposal should be signed by an officer authorized to bind the proposing firm. Indicate the name of the organization submitting the proposal, its mailing address, telephone number, and identify the primary point of contact.

Acknowledge that the proposer agrees to be bound by the representations in their proposal during the term of the agreement in addition to a statement that the proposal is valid for a period of 90 days.

SCOPE OF WORK
TASK 1 – PROJECT LAUNCH
Task 1.1: Project Launch and Management
After contract execution, Consultant will work with City staff to schedule a remote kick-off meeting, inviting City staff and any key stakeholders to accomplish the following:
• Finalize the project schedule
• IDIS Coordination
• Discuss and finalize community engagement methods
• Identify consultation partners, key stakeholders, and/or organizations critical to contextualizing local data/priority needs
• Review Consolidated Plan procedures and workflows / policies and procedures of existing programs
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6 Task 1.2: Project Management/Status Meetings
Through the duration of the project, Consultant will facilitate check-in meetings as requested by City staff to keep everyone abreast of project schedules, challenges, and anticipated deliverables for review.

Task 1 Deliverables:

Deliverables Timeline
Finalized Project Schedule July 2024
TASK 2 – DATA GATHERING, CITIZEN PARTICIPATION, LANGUAGE ACCESS PLAN

CONSULTATION
Task 2.1: Develop Community Profiles for Review and Approval by the City • In coordination with the City, Consultant will develop a community profile that will take into account the area's demographic and socioeconomic diversity. • In addition to highlighting key data points, the profile will also deploy geospatial data to map and graph relevant information for the City.

Task 2.2: Data Collection and Analysis
• Using current data provided through the eCon Planning Suite, Consultant will analyze the data to identify current housing, demographic, socio-economic, and economic trends and conditions in the community.
• Consultant will use more up-to-date datasets where available, all while maintaining consistency throughout the analysis.
• Consultant will validate this analysis as part of the stakeholder and resident engagement.

Consultant will present this data for one round of review and comment by City staff and representatives of the Continuum of Care.
• This data will be presented in Microsoft PowerPoint, comprised of charts, graphs, tables, and other visualization tools and accompanied by initial written analysis identifying potential challenges and strengths.
• Based on feedback from the City, Consultant will update the data to inform sections of the Consolidated Plan, including draft responses to the narrative fields in the needs assessment and market analysis sections, as well as developing maps to highlight key priority needs and/or conditions in the City.
• Consultant will ensure that data elements fully comply with the requirements set forth in 24 CFR Part 91.

Task 2.3: Language Access Plan
• This Plan establishes a strategy for ensuring meaningful access by persons with Limited #10..
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7 English Proficiency (LEP) to HUD administered programs and activities in accordance with Executive Order 13166.
• Develop and implement a system by which persons with LEP can meaningfully access the agency’s services consistent with, and without unduly burdening, the fundamental mission of the agency.
• Ensure that recipients of Federal financial assistance (recipients) provide meaningful access to their applicants and beneficiaries with LEP.
• Four‐Factor Analysis: There is no specific method for ensuring compliance but undertaking a four‐factor analysis, adoption of a LAP for vital materials and making necessary translation will be considered “strong evidence” of compliance.

Task 2.4: Develop Stakeholder Survey
• To leverage resources and include the input from City staff, the Consultant will develop a City-wide online survey that will solicit the input of key stakeholders and constituents to determine the public and private housing needs of the area and inform the Needs Assessment, Market Analysis, and Strategic Plan sections of the Consolidated Plan. • The survey will be available in Spanish and English, as well as a printable format to be distributed to key stakeholders and organizations.

Task 2.5: Consultations
• Gathering feedback from stakeholders and residents is critical in the Consolidated Plan process. The Consultant will assist City staff in developing a consultation list of partners and efficient consultation methodology that takes into account the diversity in social and market conditions in the jurisdiction.
• All consultation activities will be in compliance with the Citizen Participation and Consultation requirements at 24 CFR 91.100.

Task 2.6: Stakeholder Interviews
• Consultant will host up to six in-person or web-based stakeholder consultation interviews (based on scheduling availability).
• Consultant will review the prior Consolidated Plan goals, CAPER reports, and other relevant planning or status reports and facilitate conversations to identify the most pressing community needs.
• Consultant will also review the updated Consolidated Plan data with selected stakeholders to validate the data, understand community strengths and gaps, and identify potential strategies to address community needs.
• Additionally, Consultant will develop a web-based survey (see Develop Stakeholder Survey above) to gather feedback from stakeholders unable to participate in the consultation interviews.
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8 Task 2.7: Community Meetings
• Consultant will assist City staff with the facilitation of two on-site community meetings to discuss housing needs, economic development goals, housing and development goals, prioritizations, and fair housing, among other topics.
• Consultant will coordinate with City staff to establish a set of questions and discussion areas to generate qualitative data that will accompany quantitative data to support the goals, priority needs, and objectives of the Consolidated Plan. • In coordination with the City, the focus groups will ensure that the diversity of the jurisdiction is represented in social and spatial terms and the time and places of such meetings align with the needs and expectations of the community members. • In addition to the community meetings and other engagement strategies, Consultant will be available to meet and coordinate remotely with City staff as needed.

Task 2.8: Develop Communication and Outreach Strategy
• As part of the Consolidated Plan outreach efforts, the Consultant will collaborate with City staff to develop an outreach strategy that will leverage in-person and virtual community meetings, focus groups, virtual and in-person workshops, online campaigns, and other potential strategies to generate the meaningful input of constituents and residents throughout the process.
• Such strategy will utilize an equity framework that accounts for disparities in race, gender, and other protected categories, as well as for persons with potential barriers to community engagement.

Task 2.9: Citizen Participation, Consultation, and Coordination Narratives • Consultant will review the City’s Citizen Participation Plan, prior Consolidated Plan goals, CAPER reports, and other relevant planning or status reports. • This review process will enable Consultant to prepare a stakeholder and citizen participation narrative, which will identify shortcomings that may limit the effectiveness of projects and outreach in the area
Task 2 Deliverables:

Deliverables Timeline
Community Profile August 2024
Framework of Needs Assessment and Market Analysis sections August 2024 Stakeholder Survey September 2024
Facilitate six on-site or remote Stakeholder Interviews Sept/Oct 2024 Facilitate two on-site community meetings Sept/Oct 2024 #10..
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9 TASK 3 – CONSOLIDATED PLAN
Task 3.1: Executive Summary and Process (ES and PR Screens) • Consultant will work with City staff to draft the Executive Summary and Process sections of the Consolidated Plan.
o The Executive Summary section serves as an introduction and summarizes the key points of the Consolidated Plan. The Process section of the template is where grantees identify the lead agencies responsible for the development of the plan and the administration of the grants; identify which public and private service providers and other stakeholders were consulted; and describe the process of outreach conducted to encourage citizen participation during the development of the plan.

Task 3.2: Housing and Homeless Needs Assessment (NA Screens) • Consultant will work with the City staff to develop an assessment of housing and nonhousing needs using local data and information provided by the Housing Authority of Stanislaus County, the California Housing & Community Development, and other local housing and homelessness service providers.
• We will pay close attention to data highlighting local issues, such as land use and development potential, communities with disproportionate housing needs, and communitywide housing affordability issues to gain a deeper understanding variety of housing and homelessness needs throughout the City. Consultant is wholly familiar with the Needs Assessment screens and will highlight the City’s identity in the narrative.

Task 3.3: Housing and Market Analysis (MA Screens)
• Consultant will conduct a housing market analysis as part of the Consolidated Plan for the City of Modesto in accordance with the requirements at 24 CFR 91.210. • Utilizing the information generated from the data analysis, Consultant will dive deeper into the general characteristics of the housing market for Modesto. This analysis will maintain a focus on the dynamics of the area the strains of growth on the public and assisted housing stock.
• This will be followed by a narrative account of the housing market to highlight the housing gaps for all residents, particularly those with special needs, and the various housing barriers faced by different communities in the City.

Task 3.4: Five-Year Strategic Plan Development (SP Screens) • Using the qualitative and quantitative data identified in the data analysis and stakeholder/community engagement, Consultant will complete all required fields for the Strategic Plan.
• Consultant will facilitate two remote working sessions with City staff and key stakeholders to review high and low priority needs.
• Consultant will use the feedback gathered in these working groups to draft a summary of recommended needs, goals, and priorities.
• These draft goals and priorities will be presented to City staff for review and comment 30 days prior to the draft Consolidated Plan and Annual Action Plan. #10..
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10 • Consultant will use the current monitoring checklists to ensure all fields are complete. • Consultant will provide technical assistance to City staff who will present the Strategic Plan goals to the community. Consultant encourages a robust discussion during the planning period to engage the community in the long-term goals of the Strategic Plan.

Task 3 Deliverables:

Deliverables Timeline
Draft of Needs Assessment (NA-05 through NA-50) Oct/Nov 2024 Draft of Market Analysis (MA-05 through MA-50) Oct/Nov 2024 Recommendations of Needs, Goals, and Priorities November 2024 Draft of Strategic Plan (SP-05 through SP-80) December 2024 Draft of Executive Summary (ES-05) and Process (PR-05 through PR15)January 2025 TASK 4 – ANNUAL ACTION PLAN
Task 4.1 Annual Action Plan
• Consultant will utilize the information identified in the Strategic Plan to develop the City’s first-year annual action plan for FY2025.
• Consultant will facilitate one remote working session with City staff and key stakeholders, in which Consultant will present recommendations for the Annual Action Plan. • The goal of the working session will be to enable the City to finalize needs, resource allocation, and goals.
• Consultant will work with City staff to gather information on specific activities that will be included in the Annual Action Plan.

Task 4 Deliverables:

Deliverables Timeline
Draft of FY 2025 Annual Action Plan (AP-15 through AP-90) Jan/Feb 2025 TASK 5 – AFFIRMATIVELY FURTHERING FAIR HOUSING
Task 5.1 Affirmatively Furthering Fair Housing (AFFH) Plan • Consultant will utilize the information identified in the Strategic Plan to develop the City’s AFFH Plan.
• Consultant will facilitate one remote working session with City staff and key stakeholders, in which Consultant will present recommendations for the AFFH Plan. • The goal of the working session will be to enable the City to finalize needs, resource allocation, and goals.
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11 • Consultant will work with City staff to gather information on specific activities that will be included in the AFFH Plan.

Task 5 Deliverables:

Deliverables Timeline
Draft of Affirmatively Furthering Fair Housing Plan Jan/Feb 2025 TASK 6 – FINAL DRAFTS AND IDIS ENTRY
Task 6.1 Annual Action Plan, Affirmatively Furthering Fair Housing (AFFH) Plan, Language Access Plan, and Consolidated Plan
• The Consolidated Plan, Annual Action Plan, AFFH, and the Language Access Plan documents will be provided to the City of Modesto for a final round of consolidated edits and internal feedback.
• Consultant will work with the City to integrate any new feedback, developing a final draft of both documents.
• Finally, Consultant will render all documents into reader-friendly formats as to maximize the engagement with the public.
• Concurrently, Consultant will support the IDIS entry process for these documents. Based on our experience using the eCon Planning Suite template, the later IDIS entry occurs in the development of these documents, the more efficient the process.

Task 6 Deliverables
Deliverables Timeline
Final Draft of Consolidated Plan, Annual Action Plan, Affirmatively Furthering Fair Housing, and the Language Access Plan (all printed and electronic Microsoft Word versions)
February 2025
TASK 7 – PUBLIC HEARINGS AND PLAN SUBMISSION
Task 7.1 Public Hearings and Plan Submission
• Consultant may be required to attend and facilitate one community meeting per Council District (Council Districts 1-6) (costs to be submitted separately for City consideration). • In addition, Consultant will attend one public hearing before the Modesto City Council to be available for questions, comments, and feedback from citizens and elected officials. • Following the completion of the 30-day public display and review period, Consultant will work with the City to summarize the comments received for incorporation into the Consolidated Plan and Annual Action Plan.
• Consultant will integrate comments received and deliver final Word and PDF files to the City for posting on its website.
• In addition, Consultant will provide City staff with one resource binder containing a list of data sources, copy of data collected, consultations, records and any other supporting #10..
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12 documentation used to develop the Consolidated Plan and respective Annual Action Plan. • Consultant will remain available to City staff throughout the 45-day HUD review period.

Consultant will set aside 8 hours of on-call technical assistance to assist in responding to any HUD questions that may arise relative to these documents.

Task 7 Deliverables
Deliverables Timeline
One on-site Community Meeting January 2025
One on-site Public Hearing March 2025
On-call IDIS Technical Assistance April/May/June 2025
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PROPOSAL EXPECTATIONS

CITY OF MODESTO EXPECTATIONS
The City reserves the right to amend, withdraw and cancel this RFP. The City reserves the right to reject all responses to this RFP at any time prior to contract execution. The City reserves the right to request or obtain additional information about any and all proposals.

The selected Consultant is expected to have a complete understanding of City, State, and Federal procedures and manuals and all applicable laws and regulations necessary to complete the Scope of Work.

This RFP provides guidance but may not represent the exact form of the final project scope, pending negotiations between the selected Consultant and the City. Experience in performing similar services will be a heavily weighted factor in the selection process. Quality of performance on public relation and marketing services, ability to meet schedules and budgets, and ability to communicate effectively with City staff, other consultants, community members and the public will be some of the attributes and factors considered.

COST OF RFP PREPARATION
The City shall not be liable for any pre-contractual expenses incurred by any consultant preparing a submittal or portions thereof or by any selected consultant. Each consultant shall protect, defend, indemnify, and hold harmless the City from any and all liability, claims, or expenses whosoever incurred by, or on behalf of, the entity participating in the preparation of its response to this RFP. Pre-contractual expenses are defined as expenses incurred by consultants, if any, in:
• Preparing the Proposal and related information in response to this RFP. • Negotiations with the City of any matter related to this procurement. • Costs associated with interviews, meetings, travel, or presentations. • All other expenses incurred by a proposer/consultant prior to the date of award and a formal notice to proceed.

PROPOSAL FORMAT
Proposals should be submitted via electronic mail to [email protected]. The Proposal shall contain an acknowledgment of receipt of all amendments and/or addenda to the RFP.

PROPOSAL EXPECTATION
The City requires the proposer to submit a concise proposal clearly addressing all the requirements outlined in this RFP; it must contain information covering the following topics:

COVER LETTER
The cover letter shall be signed by a person authorized by the Proposer to execute a contract with the City. It shall include: the legal name of the company; the name, address and telephone number of the principal person representing the firm; the firm’s current annual dollar volume of work; and a summary of the Proposal, including a brief description of the proposed team. It shall #10..
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make a commitment to accept the terms and conditions in the RFP and the Standard Agreement for Professional Services (Attachment A), including acknowledgment of receipt of all amendments and/or addenda to the RFP.

The letter shall also identify a single person for possible contact during the RFP review process regarding contract language.

PROJECT UNDERSTANDING AND APPROACH
This section should demonstrate an understanding of the scope of services. It should describe the general approach, organization, and staffing required for the services requested. Also, describe the firm’s understanding of key issues and its approach to resolving those issues. All sub-consultants and their roles must be identified. The consultant shall include an organizational chart identifying key personnel responsible for accomplishing all aspects of the work.

QUALIFICATIONS OF CONSULTANT STAFF AND SUBCONSULTANT STAFF This section should include a list of key personnel to be assigned to the proposed RFP and qualifications for each person to be used, including sub-consultant personnel. An organizational chart or similar graphic shall also be provided that clearly shows the function each person will be expected to fulfill. It is imperative that the key personnel providing the requested services have the background, experience, and qualifications to provide the services described in this RFP. The City reserves the right to approve all key personnel individually and all subconsultants for work on this contract.

If sub-consultants or joint consultants are proposed, describe any relevant association with the proposed sub-consultants. Provide examples of past projects on which the lead firm has worked with each sub-consultant. Indicate the percentage of the fee allocated for each participating consultant and/or sub-consultant.

After the contract is signed, the consultant may not replace key staff without written agreement by the City.

EXPERIENCE OF FIRM
This section should include the relevant experience of the principal firm. Include project descriptions, status of the services, costs and dollar value of services provided. Clearly identify the role of key staff identified herein and identify a minimum of three (3) current and recent client references including contact information (phone numbers and emails). The focus shall be on experience, analysis, and documentation for similar services. Only recent similar services completed in the past ten years should be included in this section. During evaluation of proposals, completed services on which the key staff proposed for this RFP had a significant role in the project will be considered to have more weight than those that did not include such personnel. Any other details that the principal firm wishes to convey about itself, or its proposed subcontractors should be placed in this section.

COST, SCHEDULE & DEADLINES COST, SCHEDULE & DEADLINES
The following elements shall be included in describing the budget allocation in the Consultant Proposal:
• An overall cost proposal, including a breakdown of costs by Activity listed in the scope of work section of this RFP;
• Person hours allocated to each step and total hours allocated for services #10..
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objectives and overall services (including sub-contractors), or flat costs by tasks with a “not to exceed” figure for each task;
• A breakdown of the employees and professionals to be assigned to each project objective and the hourly rates and person-hour costs assigned (please indicate total number of hours for each project team member along with total hours for each project objective and the entire project), or flat costs by tasks with a “not to exceed” figure for each task;
• Personnel charge rates of the firm;
• Classification as to whether or not employees are reimbursed by hourly rate or salary; and,
• List of any subcontractors who may provide technical or other assistance and breakdown of hours/costs associated with the sub-consultants; • Any proposals for additions to, modifications of or exceptions from the Scope of Work shall be clearly stated in the proposal and fully explained in the appropriate section(s), with costs specifically broken out in this section. The City is open to innovative and/or customized measures, but reserves the right to evaluate such proposals in full prior to execution of a contract in order to ensure that all the needs of the project and the City are met; and,
• A detailed schedule, listing sufficient activities to demonstrate an understanding of the process involved in delivering the services of this type.

SAMPLE CITY AGREEMENT
A sample of the City agreement is included in Exhibit A which defines the City’s terms and conditions for these contractual services. Include in your proposal any proposed changes to these terms and conditions as part of your proposal.

INSURANCE REQUIREMENTS
Insurance Type or Requirement Requirement
General Liability $1,000,000
Automobile $1,000,000
Worker’s Compensation (if there are
employees of the business)
$1,000,000
Professional Liability or Errors and
Omissions
$1,000,000 and $2,000,000 aggregate
Waiver of Subrogation Form Required
Additional Insured Endorsement Additional Named Insured language required: The City of Modesto, its officers,
officials, employees, agents and volunteers
are to be covered as additional insureds.

FINANCIAL INTEREST DISCLOSURE AND FINANCIAL REVIEW
Any contract award to result from this RFP process and Proposer’s submission of a Proposal therewith will require approval by a majority vote of the City of Modesto’s City Council. In order to have full transparency in any City of Modesto commercial actions, the City Council may not #10..
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approve an agreement between the City and the Proposer until all persons with a direct or indirect financial interest of greater than $2,000 in the Proposer are identified by name.

Proposer must therefore complete this Financial Interest Disclosure form located under Exhibit B, listing by name all parties that have a material financial interest in the agreement, contract, or development right. This signed form must be submitted with the final proposal.

PLEASE NOTE, any Council action that requires a Financial Interest Disclosure cannot be considered by the City Council until the required reporting is made. That means that City Council agenda items without the disclosure will be removed from the Council agenda.

City staff will request financial statements from the proposer whose proposal is determined to best meet the City’s needs, as determined by the selection committee. Within two (2) business days of City request, proposer shall provide a copy of their company’s most recent professionally prepared Financial Statements (Income Statement and Balance Sheet). These statements, if un-audited, shall be accompanied by a cover letter that states the name and title of the preparer, the basis of the financial statement presentation (cash or accrual) and whether these statements have been prepared in accordance with Generally Accepted Accounting Principles for the most recent fiscal year end of the proposer. Audited financial statements shall be submitted in their entirety, including the auditor’s opinion and notes to the financial statements.

CONFIDENTIALITY
If any of the submittals, or any portion of the submittals, are considered confidential by the respondent, such documents should be submitted with a single copy in a separate sealed envelope clearly marked “Confidential” on the outside of the envelope.

All information and documents, excluding the confidential financial information, submitted in response to this RFP are subject to the California Public Records Act, https://www.ftb.ca.gov/your-rights/california-public-records-act.html, California Government Code §§ 6250 through 6276.48) (“CPRA”), which mandates the disclosure of documents in the possession of the City upon the request of any person, unless the content of the document falls within a specific exemption category of the CPRA. On each page that contains information that the respondent believes is exempt from mandatory disclosure under CPRA, respondent shall include the following separate legend:
“CONFIDENTIAL – NOT FOR PUBLIC DISTRIBUTION”
“THIS PAGE CONTAINS INFORMATION THAT IS EXEMPT FROM

MANDATORY DISCLOSURE UNDER THE CALIFORNIA PUBLIC
RECORDS ACT.”
Should the City receive a request to review confidentially labeled information, the City will notify the respondent of the request and delay the access to the materials for seven (7) days after notification to respondent to allow respondent to act in protection of its labeled information.

Failure to so act shall constitute a complete waiver.

All responses will be considered public records that are subject to public disclosure. In the event a respondent considers its submittal as a proprietary trade secret or otherwise exempt from disclosure under the CPRA, the respondent must designate its submittal as confidential. The City will withhold designated applications from public disclosure only if permitted by applicable law. The City will not be responsible or liable for disclosure of any information, including without limitation those marked confidential, if disclosure is deemed by the City to be required by law, or by a court of competent jurisdiction.
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EVALUATION CRITERIA
The following is an outline of the procedures the City will use in the selection process:
• Establish a Screening and Selection Committee.
• Screening and Selection Committee reviews and evaluates the proposals submitted by the prospective consultants.
• Proposers may be required to participate in an oral interview. The oral interview will be a panel comprised of members of the selection committee. • Negotiations may take place with the primary firm on the final scope of work, the final contract proposal, and the proposal price.
• If a contract cannot be negotiated for this service, the negotiations with the designated consultant shall be terminated in writing and negotiations shall be started with the next highest rated consultant.
• The selection committee will make a recommendation to the awarding authority.

CONSULTANT EVALUATION CRITERIA
The City intends to engage the most qualified consultant available for this assignment. It is imperative the consultant’s proposal fully address all aspects of the RFP. It must provide the City staff with clearly expressed information concerning the consultant’s understanding of the City’s specific requirements and qualifying the proposer to conduct this study in a thorough and efficient manner.

The following criteria shall be used in evaluation of the proposer’s offer of services:

Understanding of the Project’s purpose and
scope
35 points
Proposed Budget and Fee Schedule 15 points
Experience and Qualifications 40 points
Proposer Customer Reference Calls 10 points
The selection committee will make a recommendation to the awarding authority. The acceptance of the proposal will be evidenced by written Notice of Award from the City’s Director of Community & Economic Development to the successful Proposer. #10..
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PROPOSED TIMELINE
Release of Request for Proposal: Friday March 8, 2024
Questions Due By: March 15, 2024 at 5:00 PM
Proposals Due BY: April 5, 2024 at 5:00 PM
Selected Consultant Notified by Week of May 6, 2024
Anticipated Contract Award July 1, 2024
The City of Modesto assumes no responsibility for delay in email delivery of any proposal(s). All costs associated with the preparation and delivery of any proposal(s) shall be borne by the proposer(s).

Each proposal shall be submitted electronically by email on Friday, April 5, 2024 no later than 5:00PM.

Should you have any questions, please direct them to [email protected]. All questions will be gathered and issued out to all parties in the form of an addendum to this request for proposal.

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

Sincerely,
Maribel McCarroll
Senior Community Development Program Specialist
Attachment:

Exhibit A – Sample City Agreement
Exhibit B – Financial Interest Disclosure
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STANDARD AGREEMENT

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

This Agreement is made with regard to the following recitals:

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

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

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

1. SCOPE OF SERVICES.

Consultant shall undertake and complete the scope of work as set forth and described in the documents attached hereto and referred to as Exhibit "A" or "Project".

2. TERM OF AGREEMENT.

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

Year 1: XXXX through XXXXX
Year 2: XXXX through XXXXX
Year 3: XXXX through XXXXX
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Year 4: XXXX through XXXXX
Year 5: XXXX through XXXXX
Pricing as set forth in Section 1.c. above shall remain firm for the first two (2) years of the agreement.

Price increases for subsequent agreement years, three, four and, five shall not exceed the Consumer Price Index (CPI) for West Urban Area in any one agreement year and shall be negotiated through the Purchasing Division. Requests for price increases shall be submitted by CONSULTANT in writing, sixty (60) days prior to the annual anniversary date of the agreement to be effective for the subsequent year.

3. COMPENSATION.

Consultant agrees to accept a sum not to exceed $__________ (maximum compensation) as full remuneration for performing all services and furnishing all staffing and materials for Modesto in accordance with Exhibit "A" , except that additional services may be compensated as described below.

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

City shall pay Consultant on a time and materials basis for Consultant’s actual costs for all work called for in Exhibit “A” to this Agreement. All work to be performed under this Agreement shall be billed at the hourly rates set forth in Exhibit “B” attached hereto. Consultant shall submit monthly invoices to City which include detailed tasks, hours worked, and billable rates for all work completed, and detailed receipts for any reimbursable expenses paid by Consultant and identified in Exhibit “B” or approved by the City in writing.

City shall pay Consultant [TO BE DETERMINED BY RFQ RESPONSE IN FINAL AGREEMENT, EITHER “Net 30 terms via CITY’s ePay Program” or “Net 45 Days via manual check”.]
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OBLIGATIONS OF CONSULTANT.

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

4. PERFORMANCE BY KEY EMPLOYEE.

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

5. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

Title to Data
If, as a part of the agreement, Consultant is required to produce data such as, but not limited to, drawings, plans, specifications, calculations, models, flow diagrams, visual aids and other related materials, the originals of all such data generated under this agreement will be delivered to City #10..
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upon the completion or termination of services under the contract. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use.

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

6. NEWS AND INFORMATION RELEASE.

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

7. CONFLICT OF INTEREST.

Consultant warrants that it presently has no interest and shall not acquire any interest, direct or indirect, which would create a “conflict of interest”, as that term is defined in the Political Reform Act (Gov. Code § 81000 et seq), for the Consultant in the performance of this Agreement.

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

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

9. INDEPENDENT CONTRACTOR.

All acts of Consultant, its agents, officers, and employees and all others acting on behalf of Consultant relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers, or employees of City. Except as City may specify in writing, Consultant has no authority to bind or incur any obligation on behalf of City. Consultant has no authority or responsibility to exercise any rights or power vested in the City. It is understood by both Consultant and City that this Agreement shall not under any circumstances be construed or considered to create an employer-employee relationship or a joint venture. Consultant, its agents, officers and employees are and, at all times during the terms of this Agreement, shall represent and conduct themselves as independent contractors and not as employees of City.

Consultant shall determine and control the method, details and means of performing the work and services to be provided by Consultant under this Agreement. Consultant shall be responsible to City only for the requirements and results specified in this Agreement, and, except as expressly provided in this Agreement, shall not be subjected to City's control with respect to the physical action or activities of the Consultant in fulfillment of this Agreement. Consultant is permitted to provide services to others during the same period service is provided to City under this Agreement. If necessary, Consultant has the responsibility for employing other persons or firms to assist Consultant in fulfilling the terms and obligations under this Agreement.

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

10. ASSIGNMENT.

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

11. PATENT/COPYRIGHT MATERIALS.

12. NOTICES.

Notice required by this Agreement shall be given in writing and shall be deemed given and effective upon delivery provided that such are delivered in accordance with the provisions of this Section. Notices shall be delivered either by: (a) personal delivery; (b) overnight courier service which obtains confirmation of delivery; or (c) certified mail, return receipt requested, if delivery is confirmed by a return receipt; or (d) by electronic transmission subject to reasonable proof that the notice was both transmitted and received. Each such notice shall be sent to the parties at the address #10..
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respectively set forth below or to such other address as a party may designate by written notice given in accordance with the provisions of this Section:

FOR CONSULTANT: Name:

Address:

Attention:

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

Phone: (209)
Facsimile: (209)

13. INSURANCE REQUIREMENTS.

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

If at any time any of said policies shall be unsatisfactory to the City, as to form or substance, or if a company issuing such policy shall be unsatisfactory to the City, the Consultant shall promptly obtain a new policy, submit the same to the Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of the Consultant to furnish, deliver or maintain such insurance and certificates as above provided, this Agreement, at the election of the City, may be forthwith #10..
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declared suspended or terminated. Failure of the Consultant to obtain and/or maintain any required insurance shall not relieve the Consultant from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Consultant concerning indemnification. The City, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation and Professional Liability. The Workers' Compensation insurer shall agree to waive all rights of subrogation against the City, its agents, officers, employees, and volunteers for losses arising from work performed by Consultant for the City. The Consultant's insurance policy(ies) shall include a provision that the coverage is primary as respects the City; shall include no special limitations to coverage provided to additional insured; and, shall be placed with insurer(s) with acceptable Best's rating of A: VII or with approval of the Risk Manager. The Consultant must deliver certificates evidencing existence of the insurance listed above to the City prior to the time the contract is signed.

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

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

14. TERMINATION OF AGREEMENT.

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

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

Post-Termination Procedure
Upon receipt of a written notice of termination, the Consultant shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subconsultants and agents are notified of such termination and act as specified in the notice of termination;
b. Terminate all orders and Subcontractors except as necessary to complete any portion of the work that is not terminated;
c. If directed in writing by the City to do so, assign all right, title and interest in subcontracts and materials in progress to City, in which case the City will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such subconsultants, but in no event shall recovery by any Consultant or subconsultant include lost profits for portions of the work not completed or undertaken, including materials not delivered;
d. Deliver or otherwise make available to the City all data, drawings, specifications, reports, estimates,summaries and such other information #10..
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and material as may have been accumulated by the Consultant in performing the work whether completed orin process;
e. Settle outstanding liabilities and claims, subject to the approval of City; f. Complete performance of such part of the Project as has not been terminated;
g. Take such other actions as may be necessary, or as may be directed by the City for the protection and preservation of the Project and/or property related to the Project;
h. If City so requests, and at City's cost, Consultant shall provide sufficient oral or written status reports to make City reasonably aware of the status of Consultant's work on the project.
i. The Consultant understands and agrees that City may, in City's sole discretion, refuse to pay Consultant for that portion of Consultant's services which were performed by Consultant on the project prior to the termination date and which remain unacceptable and/or not useful to City as of the termination date.

City will pay Consultant for work actually completed prior to the receipt of the termination notice or otherwise completed in accordance with the notice of termination. The final payment to the Consultant after termination for convenience shall be limited to amounts due and owing under the Agreement at time of termination, including the following:
a. The cost of settling and paying valid claims arising out of the termination of the Work such as subconsultant agreements or contracts for materials;
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performed or goods supplied to the work site by the Consultant as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the Consultant.

15. INDEMNITY.

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

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

16. DISPUTE RESOLUTION.

Venue for all claims, controversies, or disputes arising out of, or relating to the formation of this Agreement, or the breach, termination execution, enforcement, interpretation, or validity #10..
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of this Agreement, including the determination of the scope or applicability of this contract provision shall be in the Superior Court of Stanislaus County or the United States District Court for the Eastern District of California.

17. ATTORNEYS’ FEES.

If a party to this AGREEMENT brings any action, including an action for declaratory relief, to enforce or interpret the provision of this AGREEMENT, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled.

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

18. ENTIRE AGREEMENT.

This Agreement and its exhibits contain the entire understanding between Consultant and City. All previous proposals, offers and communications relative to this Agreement, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this Agreement.

19. PARTIAL INVALIDITY.

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

20. WAIVER.

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

22. GOVERNING LAW.

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

23. HEADINGS NOT CONTROLLING.

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

24. COMPLIANCE WITH LAWS.

Consultant shall insure compliance with all safety and hourly requirements for employees, in accordance with federal, state, and county safety and health regulations and laws.

Consultant shall fully comply with all applicable federal, state, and local laws, ordinances, regulations and permits.

25. CITY BUSINESS LICENSE.

Consultant shall have a City of Modesto business license. #10..
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IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attestation by its City Clerk under authority of Resolution No. 2024- , adopted by the Council of the City of Modesto on the day of ________________ , 2024, and (CONSULTANT) has caused this agreement to be duly executed as of the Effective Date.

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

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

By ________________________________
CHRISTINA ALGER, Director of Human Resources
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EXHIBIT B - FINANCIAL INTEREST DISCLOSURE
Any contract award to result from this RFP process and Proposer’s submission of a Proposal therewith will require approval by a majority vote of the City of Modesto’s City Council. In order to have full transparency in any City of Modesto commercial actions, the City Council may not approve an agreement between the City and the Proposer until all persons with a direct or indirect financial interest of greater than $2,000 in the Proposer are identified by name.

Proposer must therefore complete this Proposal Form F – Financial Interest Disclosure, listing by name all parties that have a material financial interest in the agreement, contract or development right.

Financial Interest Disclosure to City of Modesto
Proposer shall identify any person with a financial interest in the Proposer by name, below.

For the purposes of this disclosure, a “Financial Interest” shall have the meaning contained in Modesto Municipal Code section 2-10.02.

Persons having an aggregate economic interest in the Proposer less than two thousand dollars ($2,000.00) at all times prior to final Council action of the proposed contract are not required to be listed on the Financial Interest Disclosure.

Notwithstanding the foregoing, a Financial Interest Disclosure is not required for a Proposer meeting the financial criteria for listing on the New York or the Pacific Stock exchanges unless it is reasonably foreseeable that a City Council decision will increase or decrease that entity's gross revenues or expenses by one million dollars ($1,000,000) or more and the requirements of Modesto Municipal Code Section 2-10.03(h) are satisfied.

It is the legal obligation of all applicants for approval of an agreement or of an application for development rights to verify in writing, under penalty of perjury, that the identity of each person having a material financial interest in the Proposer is true, correct and complete. By signing below, the applicant understands that this information is provided under penalty of perjury, and that intentionally supplying misinformation or deception may result in either invalidation of the agreement or application, or criminal prosecution for misdemeanor violation of the Modesto Municipal Code, or both. Negligent provision of misinformation shall be grounds for invalidation.

In accordance with the Modesto Municipal Code, each applicant has a continuing obligation to maintain the truth, accuracy and completeness of the financial interest disclosure information provided below until after final consideration by the City Council of any matter arising out of or relating to the agreement or application.
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Print Names of Persons Having a Financial Interest in Proposer Receiving this Agreement:

First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
By signing this document, I agree to the information contained within.

Proposer Company Name:

Name of Proposer Signatory:

Signature of Proposer Representative:
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LeSarConsultingBidWaiver
FinalAuditReport 2024-06-21
Created: 2024-06-18
By: JuanaLynch([email protected])
Status: Signed
TransactionID: CBJCHBCAABAAbzzy9NhHtGmD5yUIpxBhalGA1UzruK01 "LeSarConsultingBidWaiver"History
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Agreementcompleted.
2024-06-21-9:34:51PMGMT
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

August 13, 2024
Date: July 10, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Jessica Hill, Director of Community and Economic Development SUBJECT: Plan Review and Inspection Services Contracts for the Building Safety Division CONTACT: Oscar Diaz, Chief Building Official,
[email protected], 209-571-5885
DESCRIPTION:

Consider approving Agreements for Plan Review and Inspection Services with Wildan Engineering, Elk Grove, CA, and BPR Consulting Group, Madera, CA for a total combined amount not to exceed $2,500,000 over five years.
(Funding Source: Building Permit Fees/Measure H)
STRATEGIC PLAN ELEMENT:

The recommended action supports the City’s 2020-2025 Strategic Plan Initiatives: Build a highperformance organization by streamlining the development review process.

BACKGROUND:

On September 24, 2019, by Resolution No. 2019-411, the Council authorized the award of proposal and contracts for the furnishing of On-Call Plan Check and Inspection Services to 4- LEAF Inc. and Interwest Consultants for two (2) years with three (3) one-year extension options, with a not to exceed amount of $265,000 over the five years. On October 5, 2021, by Resolution No. 2021-397, the Council approved a First amendment to the 4-LEAF Inc. and Interwest Consultants contracts increasing the annual estimated amounts by $347,000 from $53,000 to $400,000 for the third year with a total amount not to exceed $612,000, due to the retirement of three Building Inspectors. On June 25, 2024, by Resolution No. 2024-229, the Council approved a Second amendment to the 4-LEAF Inc. contract increasing the annual estimated amount of the fifth year by $30,000 from $53,000 with a revised total amount not to exceed $642,000. The agreements expire on September 23, 2024. The Building Safety Division’s dependence on these consultants has increased due to the implementation of the Rental Housing Safety Program.

Plan review staff needs assistance in the review of complex structural projects and a relief mechanism when the volume of activity exceeds capacity to meet performance standards set by Council. As commercial construction increases, the Division will utilize these consultants. #11..
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City Council, August 13, 2024
Plan Review and Inspection Service Contracts for the Building Safety Division

Page 2 of 3 ends

In addition to plan review services, the Division contracts for inspection services as well. The Division does not have Building Inspectors to conduct rental housing inspections. Having inspection consultants will enable the Building Safety Division to conduct the inspections and will allow the Division to maintain current performance levels during anticipated training opportunities and vacations while also accounting for any future increases in inspection volumes.

DISCUSSION:

The Building Safety Division issued Request for Proposal (RFP) 2324-59 for Plan Check and Inspection Services on February 27, 2024. The RFP was posted on the City’s website and formally advertised. Six (6) companies submitted proposals. All six (6) companies provided responsive and responsible proposals. An evaluation committee comprised of one (1) Senior Building Inspector, one (1) Plan Checker, the Building Safety Program Coordinator, and the Chief Building Official evaluated the proposals. Criteria used in evaluation of the proposer’s offer of services included Project Team and Experience, Performance, Resumes, Proposed Compensation, and References.

Based on being ranked highest in total evaluation criteria, the evaluation committee recommends the award of proposal and contracts for Professional Services for Plan Review and Inspection Services to BPR Consulting Group and Wildan Engineering for an estimated combined annual cost of $500,000 and a total not to exceed amount of $2,500,000 over five (5) years.

Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment or contractual services, to follow the formal bid procedures. An award of Proposal and Agreement for professional services for plan review and inspection services to Wildan Engineering, Elk Grove, CA and BPR Consulting Group, Madera, CA, conforms to the Modesto Municipal Code because the City complied with the formal bid procedures and Wildan Engineering and BPR Consultants were the highest ranked proposals based on the evaluation criteria.

FISCAL IMPACT:

The costs for plan review and building inspections are funded through building permit fees which are paid for by developers using Building Safety services. These services are considered pay-per-use and therefore do not have an impact on general funds. The costs for the Rental Housing inspections are partially funded through audit inspection fees built into the Rental Housing Safety Program. The audit fee is $100 per inspection and must be paid before a certificate of compliance is issued for an audited rental unit. It is estimated that each of the two inspectors will be able to audit 1,325 dwelling units per year, which will generate revenue and offset the program costs by $265,000. The proposed cost of each inspector is $105 per hour or approximately $210,000 assuming 250 working days. The Rental Housing Safety Program is funded through Measure H funds.

Five-Year Spending History
Contract Period Interwest Consultants 4-LEAF, Inc
9/24/2019- 9/23/2020 $7,535 $12,160
9/24/2020- 9/23/2021 $0 $41,474
9/24/2021- 9/23/2022 $18,504 $125,669
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City Council, August 13, 2024
Plan Review and Inspection Service Contracts for the Building Safety Division

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9/24/2012- 9/23/2023 $25,951 $120,960
9/24/2013- 9/23/2024 $3,278 $318,946
Total $55,268 $619,209
COMMITTEE RECOMMENDATION:

This project was presented to Finance Committee on June 24, 2024 and was recommended to forward to Council for future award of construction.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving the Award of Proposal and Agreements for Plan Review and Inspection Services to Wildan Engineering, Elk Grove, CA and BPR Consulting Group, Madera, CA, for a two (2) year Agreement with three (3) one-year extension options, for an annual estimated amount of $500,000 and a total not to exceed $2,500,000 over five years; authorizing the Director of Finance to adjust agreement totals between consultant’s based on 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.

Approved by:

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

1. Resolution

2. Exhibit A

3. Wildan Engineering Standard Agreement

4. Wildan – Exhibit B

5. BPR Consultants Standard Agreement

6. BPR – Exhibit B
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MODESTO CITY COUNCIL
RESOLUTION NO. 2024-XX

RESOLUTION APPROVING THE AWARD OF PROPOSAL AND

AGREEMENTS FOR PLAN REVIEW AND INSPECTION SERVICES TO

WILDAN ENGINEERING, ELK GROVE, CA AND BPR CONSULTING GROUP, MADERA, CA, FOR A TWO (2)YEAR AGREEMENT WITH THREE (3) ONEYEAR EXTENSION OPTIONS, FOR AN ANNUAL ESTIMATED AMOUNT OF $500,000 AND A TOTAL NOT TO EXCEED $2,500,000 OVER FIVE YEARS;

AUTHORIZING THE DIRECTOR OF FINANCE TO ADJUST AGREEMENT

TOTALS BETWEEN CONSULTANTS BASED ON 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
WHEREAS, by Resolution No. 2019-411, Council approved agreements with Interwest Consulting Group and 4LEAF, Inc; and
WHEREAS, by Resolution No. 2021-397, Council approved a first amendment to the contracts to increase the annual estimated amount of each contract by $347,000 to $400,000 for the third year with a total amount not to exceed $612,000 per contract over five years; and
WHEREAS, by Resolution No. 2024-229, Council approved a second amendment to the 4-LEAF Inc. contract to increase the annual estimated amount of the contract by $30,000; and
WHEREAS, the CITY exhausted all extensions provided through the Agreements which are set to expire September 23, 2024; and
WHEREAS, 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; and
WHEREAS, the Building Safety Division issued Request for Proposal (RFP) 2324-59 for Plan Check and Inspection Services on February 27, 2024; and #11..
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WHEREAS, the RFP was posted on the City’s website and formally advertised; and
WHEREAS, six (6) companies submitted proposals; and
WHEREAS, all six (6) companies provided responsive and responsible proposals; and
WHEREAS; an evaluation committee comprised of one (1) Senior Building Inspector, one (1) Plan Checker, the Building Safety Program Coordinator, and the Chief Building Official evaluated the proposals; and
WHERAS, criteria used in evaluation of the proposer’s offer of services included Project Team and Experience, Performance, Resumes, Proposed Compensation, and References; and
WHEREAS, based on being ranked highest in total evaluation criteria, the evaluation committee recommends the award of proposal and contracts for Professional Services for Plan Review and Inspection Services to BPR Consulting Group and Wildan Engineering; and
WHEREAS, approving professional services agreements with Wildan Engineering, Elk Grove, CA and BPR Consulting Group, Madera, CA for Plan Review and Inspection Services conforms to the Modesto Municipal Code, NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the services Agreements with Wildan Engineering, Elk Grove, CA and BPR Consulting Group, Madera, CA for plan review and inspection services for a two (2) year Agreement with three (3) one-year extension options, for an annual estimated amount of $500,000 and a total combined amount not to exceed $2,500,000 #11..
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over five years.

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

BE IT FURTHER RESOLVED that the Director of Finance may adjust the agreement totals between consultant’s based on availability and department’s needs, ensuring the combined total amount does not change.

The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 13th day of August, 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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EXHIBIT A- SCOPE OF WORK
Plan Review, Building Inspection, and Rental Housing Inspection Services Plan review and building inspection services shall be provided in compliance with the City’s latest adopted and amended California Building, Residential, Mechanical, Electrical, Plumbing, CALGreen Fire and Life Safety Codes, NFPA, ADA, Title 24, Title 19 and Noise Attenuation and Structural Engineering Standards. Rental Housing Inspections shall be provided in compliance with the City of Modesto’s Rental Housing Safety Program and other applicable codes and regulations.

Plan Review – Scope
 Independent Expedited Review: This option would allow the applicant to pay the consultant directly per a predetermined fee schedule for plan check services. Once the review is complete and the construction documents are in compliance with the applicable codes and standards, plans would be submitted to the City of Modesto, Building Safety Division for final review and permit issuance. All correspondence and code discussion would occur with the applicant’s design team directly. NOTE: The Chief Building Official reserves the right to intervene should a conflict develop between the consultant and applicant, designer and or owner. In addition, the Chief Building Official is ultimately responsible for the approval of the construction documents. Should he/she find that the construction documents as submitted and approved by the Independent Consultant are not in compliance with the adopted codes of the State of California and the City of Modesto; the Consultant’s review will be negated.  Standard Review: For this option the City of Modesto will request the consultant to perform the initial review and possibly subsequent back check reviews for the entire project based on staff time and availability. The City of Modesto will correspond directly with the applicant, designer and or owner. Plan check comments will be packaged from the consultant into the City of Modesto’s plan check letter.

Communication will only occur between the consultant and City staff.  Structural Only Review: In this option City staff will request the consultant to perform a review of only the structural components of the structure. City staff may refer the project designer to communicate directly with the consultants review team.
 Certified Access Specialist (CASp) Plan Review: Per SB 1608, effective January 1, 2014, the City of Modesto is required to have a sufficient number of CASp on staff by contract. In anticipation of this the City of Modesto wishes to fulfill this requirement via contract.
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General Standards:

1. Maintain at sole cost and expense sufficient office staff to perform plan checking services in a timely manner.

2. Perform all plan checks for compliance to all applicable local codes, and state building codes.

3. Procure all permits and licenses, as necessary, required to perform services and to conduct business.

Standard and Structural Plan reviews for first submittals will be subject to the following turnaround times:

New Residential……………………………………………………….………............................30 working days Residential Remodels………………………………………………………………………………………..14 working days Master Residential……………………………………………….………................................30 working days New Multi-family…………………………………………………………………………………………….…30 working days New Commercial……………………………………………………………………………………….………30 working days New Industrial………………………………………………………………………………………….……...30 working days Commercial Tenant Improvements…………………………………………..…………….………21 working days Standard and Structural Plan reviews for subsequent submittals will be subject to the following turnaround times:

New Residential……………………………………………………….………............................15 working days Residential Remodels………………………………………………………………………………………..7 working days Master Residential……………………………………………….………................................15 working days New Multi-family…………………………………………………………………………………………….…15 working days New Commercial……………………………………………………………………………………….………15 working days New Industrial………………………………………………………………………………………….……...15 working days Commercial Tenant Improvements…………………………………………..…………….………14 working days Independent Expedited Review plan review turnaround times may vary depending on designer and or owner response.

However, the desired completion of review is a maximum of 10 business days.

Building Inspection Services – Scope
 Periodic Inspection Services: Currently the City has a need for “on call” inspections for partial or full day inspection loads periodically. The City may need this service within an 8 hour notice. The City will contact consultant before 4:00 p.m. prior to the desired date of inspection.  Part-Time Inspection Services: The City may need the services of a part-time inspector. This means the inspector will be performing services for the City for 1000 hours or more. This inspector may or may not work within the confines of our office and may utilize technology for communication and data entry.  Full-Time Inspection Service: The City may need the services of a full-time inspector, which may or may not work side by side with existing staff. This means the inspector will be performing inspections 2080 hours per year.
 Certified Access Specialist (CASp) Inspections and Reporting: Per SB 1608, effective January 1, 2014, the City of Modesto is required to have a sufficient number of CASp on staff by contract. In anticipation of this the City of Modesto wishes to fulfill this requirement via contract.

General Standards

1. Perform all inspections for compliance to all applicable local codes, and state building codes.
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2. Procure all permits and licenses, as necessary, required to perform services and to conduct business.

3. Data entry must be performed following the inspections.

The inspector may or may not maintain their own mode of transportation to and from the inspection site. Information Technology systems will be provided by the City along with other materials in order to perform the inspections on a daily basis.

Rental Housing Inspection Services – Scope
 Periodic Inspection Services: Currently the City has a need for “on call” inspections for partial or full day inspection loads periodically. The City may need this service within an 8 hour notice. The City will contact consultant before 4:00 p.m. prior to the desired date of inspection.  Part-Time Inspection Services: The City may need the services of a part-time inspector. This means the inspector will be performing services for the City for 1000 hours or more. This inspector may or may not work within the confines of our office and may utilize technology for communication and data entry.  Full-Time Inspection Service: The City may need the services of a full-time inspector, which may or may not work side by side with existing staff. This means the inspector will be performing inspections 2080 hours per year.

General Standards

1. Perform all inspections for compliance to Modesto’s Rental Housing Safety Program, Modesto’s Building Maintenance Code, and California Health and Safety Code.

2. Procure all permits, licenses, and certifications as necessary, required to perform services and to conduct business.

3. Data entry must be performed following the inspections.

4. Follow up with notice of violations, citations, etc. as required in order to bring substandard rental housing into compliance.

NOTE: The above scope is a general guideline as to the type of services the City is seeking. Alternate service proposals are encouraged and will be reviewed based upon the intent of criteria mentioned in this Scope of Work. #11..
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All consultant personnel should be familiar with the City of Modesto’s Plan Check and Inspection Performance standards and must work with staff to meet all deadlines. In addition, all consultants must adhere to the City of Modesto’s strategic commitments of:
 IMPROVE COMMUNITY SAFETY
 BUILD COMMUNITY TRUST IN CITY GOVERNMENT THROUGH RESPONSIVE, TRANSPARENT AND EFFICIENT

SERVICE DELIVERY
 PROMOTE TRUST AND ENGAGEMENT
Please provide statements, commentary and or past experience which demonstrates your company’s ability to provide the types of services and standards listed. Modesto’s Strategic Commitments can be found online at http://www.modestogov.com/315 #11..
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STANDARD AGREEMENT

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

This Agreement is made with regard to the following recitals:

A. The City has determined that it needs assistance with plan review, building inspections, and rental housing inspection services.

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

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

1. SCOPE OF SERVICES.

Consultant shall undertake and complete the scope of work as set forth and described in the documents attached hereto and referred to as Exhibit "A" or "Project".

2. TERM OF AGREEMENT.

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

Year 1: September 24, 2024 through September 23, 2025
Year 2: September 24, 2025 through September 23, 2026
Year 3: September 24, 2026 through September 23, 2027
Year 4: September 24, 2027 through September 23, 2028
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Year 5: September 24, 2028 through September 23, 2029
Pricing as set forth in Exhibit B shall remain firm for the first two (2) years of the agreement.

3. COMPENSATION.

Consultant agrees to accept a sum not to exceed $1,250,000 over five years (maximum compensation) as full remuneration for performing all services and furnishing all staffing and materials for Modesto in accordance with Exhibit "A", except that additional services may be compensated as described below.

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

City shall pay Consultant Net 45 Days via manual check.

Compensation annual estimated amount of $250,000 per year.

Consultant shall provide a running balance on each monthly invoice.

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

4. PERFORMANCE BY KEY EMPLOYEE.

Consultant has represented to City that Johnny Goetz will be the person primarily responsible for the performance of the services referred to in this Agreement. City has entered into this Agreement in reliance on that representation by Consultant.

5. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

Title to Data
If, as a part of the agreement, Consultant is required to produce data such as, but not limited to, drawings, plans, specifications, calculations, models, flow diagrams, visual aids and other related materials, the originals of all such data generated under this agreement will be delivered to City upon the completion or termination of services under the contract. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to #11..
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this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use.

6. NEWS AND INFORMATION RELEASE.

7. CONFLICT OF INTEREST.

8. AMENDMENTS.

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

9. INDEPENDENT CONTRACTOR.
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All acts of Consultant, its agents, officers, and employees and all others acting on behalf of Consultant relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers, or employees of City. Except as City may specify in writing, Consultant has no authority to bind or incur any obligation on behalf of City. Consultant has no authority or responsibility to exercise any rights or power vested in the City. It is understood by both Consultant and City that this Agreement shall not under any circumstances be construed or considered to create an employer-employee relationship or a joint venture. Consultant, its agents, officers and employees are and, at all times during the terms of this Agreement, shall represent and conduct themselves as independent contractors and not as employees of City.

It is understood and agreed that as an independent contractor and not an employee of City neither the Consultant or Consultant's assigned personnel shall have any entitlement as a City employee, right to act on behalf of the City in any capacity whatsoever as an agent, or to bind the #11..
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City to any obligation whatsoever. It is further understood and agreed that Consultant must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Consultant's personnel.

10. ASSIGNMENT.

11. PATENT/COPYRIGHT MATERIALS.

12. NOTICES.

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

FOR CONSULTANT: Name: Wildan Engineering
Address: 9281 Office Park Circle
Suite 148
Elk Grove, CA 9281
Attention: Patrick Johnson
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Phone: ( 916 ) 661-3520
FOR CITY: Name: City of Modesto
Address: P.O. Box 642
Modesto, CA 95353
Attention: Oscar Diaz
Phone: (209) 571-5885

13. INSURANCE REQUIREMENTS.

In the event the certificates of insurance required hereunder do not provide for notice of cancellation to the certificate holder and/or additional insureds, the Consultant shall provide, and shall require its subcontractors to provide, as an express condition precedent to payment hereunder, an endorsement from their insurers providing that the additional insureds identified herein shall be provided 30 days’ notice of the cancellation on the policies of insurance required hereunder (10 days’ notice if the policies are cancelled for non-payment of premium). In addition, the named insured on all such policies shall provide to the additional insureds identified herein any notices of cancellation of said insurance policies within 5 business days of receipt of such notice. The Consultant shall, as a further express condition precedent to payment for work performed, affirm under penalty of perjury that the required insurance on the project remains in place and said insurance has not been cancelled. (a) General Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall #11..
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apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. This insurance shall indicate on the certificate of insurance the following coverages and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent consultants and subcontractors; products and completed operations as applicable. (b) Automobile Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. This insurance shall cover any automobile for bodily injury and property damage.
(c) Worker's Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000. (d) Professional Liability insurance with a minimum limit of $1,000,000 per claim and policy aggregate. If coverage is on a claim made basis it shall be maintained for at least three (3) years following completion of the work.

If at any time any of said policies shall be unsatisfactory to the City, as to form or substance, or if a company issuing such policy shall be unsatisfactory to the City, the Consultant shall promptly obtain a new policy, submit the same to the Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of the Consultant to furnish, deliver or maintain such insurance and certificates as above provided, this Agreement, at the election of the City, may be forthwith declared suspended or terminated. Failure of the Consultant to obtain and/or maintain any required insurance shall not relieve the Consultant from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Consultant concerning indemnification. The City, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation and Professional Liability. The Workers' Compensation insurer shall agree to waive all rights of subrogation against the City, its agents, officers, employees, and volunteers for losses arising from work performed by Consultant for the City. The Consultant's insurance policy(ies) shall include a provision that the coverage is primary #11..
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as respects the City; shall include no special limitations to coverage provided to additional insured; and, shall be placed with insurer(s) with acceptable Best's rating of A: VII or with approval of the Risk Manager. The Consultant must deliver certificates evidencing existence of the insurance listed above to the City prior to the time the contract is signed.

14. TERMINATION OF AGREEMENT.

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

Termination by City for Convenience
City may cancel this Agreement at any time, with or without cause, upon written notification to Consultant.
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Post-Termination Procedure
Upon receipt of a written notice of termination, the Consultant shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subconsultants and agents are notified of such termination and act as specified in the notice of termination;
b. Terminate all orders and Subcontractors except as necessary to complete any portion of the work that is not terminated;
c. If directed in writing by the City to do so, assign all right, title and interest in subcontracts and materials in progress to City, in which case the City will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such subconsultants, but in no event shall recovery by any Consultant or subconsultant include lost profits for portions of the work not completed or undertaken, including materials not delivered;
d. Deliver or otherwise make available to the City all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Consultant in performing the work whether completed or in process;
e. Settle outstanding liabilities and claims, subject to the approval of City; f. Complete performance of such part of the Project as has not been terminated;
g. Take such other actions as may be necessary, or as may be directed by the City for the protection and preservation of the Project and/or property #11..
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related to the Project;
h. If City so requests, and at City's cost, Consultant shall provide sufficient oral or written status reports to make City reasonably aware of the status of Consultant's work on the project.
i. The Consultant understands and agrees that City may, in City's sole discretion, refuse to pay Consultant for that portion of Consultant's services which were performed by Consultant on the project prior to the termination date and which remain unacceptable and/or not useful to City as of the termination date.

City will pay Consultant for work actually completed prior to the receipt of the termination notice or otherwise completed in accordance with the notice of termination. The final payment to the Consultant after termination for convenience shall be limited to amounts due and owing under the Agreement at time of termination, including the following:
a. The cost of settling and paying valid claims arising out of the termination of the Work such as subconsultant agreements or contracts for materials;
b. The Agreement price allocable to the portion of the Work properly performed or goods supplied to the work site by the Consultant as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the Consultant.

15. INDEMNITY.

The Consultant shall hold the City, its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or #11..
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property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of Consultant, or its agents, officers, employees, or volunteers relating to or during the performance of its obligations under this Agreement.

16. DISPUTE RESOLUTION.

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

17. ATTORNEYS’ FEES.

If a party to this AGREEMENT brings any action, including an action for declaratory relief, to enforce or interpret the provision of this AGREEMENT, the prevailing party shall be #11..
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entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled.

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

18. ENTIRE AGREEMENT.

19. PARTIAL INVALIDITY.

20. WAIVER.

21. AUDIT.

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

23. HEADINGS NOT CONTROLLING.

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

24. COMPLIANCE WITH LAWS.

Consultant shall insure compliance with all safety and hourly requirements for employees, in accordance with federal, state, and county safety and health regulations and laws.

Consultant shall fully comply with all applicable federal, state, and local laws, ordinances, regulations and permits.

25. CITY BUSINESS LICENSE.

Consultant shall have a City of Modesto business license. #11..
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IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attestation by its City Clerk under authority of Resolution No. 2024- , adopted by the Council of the City of Modesto on the day of ________________ , 2024, and Wildan Engineering has caused this agreement to be duly executed as of the Effective Date.
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STANDARD AGREEMENT

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

This Agreement is made with regard to the following recitals:

A. The City has determined that it needs assistance with plan review, building inspections, and rental housing inspection services.

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

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

1. SCOPE OF SERVICES.

Consultant shall undertake and complete the scope of work as set forth and described in the documents attached hereto and referred to as Exhibit "A" or "Project".

2. TERM OF AGREEMENT.

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

Year 1: September 24, 2024 through September 23, 2025
Year 2: September 24, 2025 through September 23, 2026
Year 3: September 24, 2026 through September 23, 2027
Year 4: September 24, 2027 through September 23, 2028
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Year 5: September 24, 2028 through September 23, 2029
Pricing as set forth in Exhibit B shall remain firm for the first two (2) years of the agreement.

3. COMPENSATION.

Consultant agrees to accept a sum not to exceed $1,250,000 over five years (maximum compensation) as full remuneration for performing all services and furnishing all staffing and materials for Modesto in accordance with Exhibit "A" , except that additional services may be compensated as described below.

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

City shall pay Consultant Net 45 Days via manual check.

Compensation annual estimated amount of $250,000 per year.

Consultant shall provide a running balance on each monthly invoice.

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

4. PERFORMANCE BY KEY EMPLOYEE.

Consultant has represented to City that Mark Meyers will be the person primarily responsible for the performance of the services referred to in this Agreement. City has entered into this Agreement in reliance on that representation by Consultant.

5. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

Title to Data
If, as a part of the agreement, Consultant is required to produce data such as, but not limited to, drawings, plans, specifications, calculations, models, flow diagrams, visual aids and other related materials, the originals of all such data generated under this agreement will be delivered to City upon the completion or termination of services under the contract. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to #11..
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this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use.

6. NEWS AND INFORMATION RELEASE.

7. CONFLICT OF INTEREST.

8. AMENDMENTS.

9. INDEPENDENT CONTRACTOR.
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All acts of Consultant, its agents, officers, and employees and all others acting on behalf of Consultant relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers, or employees of City. Except as City may specify in writing, Consultant has no authority to bind or incur any obligation on behalf of City. Consultant has no authority or responsibility to exercise any rights or power vested in the City. It is understood by both Consultant and City that this Agreement shall not under any circumstances be construed or considered to create an employer-employee relationship or a joint venture. Consultant, its agents, officers and employees are and, at all times during the terms of this Agreement, shall represent and conduct themselves as independent contractors and not as employees of City.

It is understood and agreed that as an independent contractor and not an employee of City neither the Consultant or Consultant's assigned personnel shall have any entitlement as a City employee, right to act on behalf of the City in any capacity whatsoever as an agent, or to bind the #11..
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City to any obligation whatsoever. It is further understood and agreed that Consultant must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Consultant's personnel.

10. ASSIGNMENT.

11. PATENT/COPYRIGHT MATERIALS.

12. NOTICES.

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

FOR CONSULTANT: Name: BPR Consulting Group, LLC
Address: 2201 Francisco Dr #140-658
El Dorado Hills, CA 93637
Attention: Ron Beehler
Phone: ( 916 ) 204-3178
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FOR CITY: Name: City of Modesto
Address: P.O. Box 642
Modesto, CA 95353
Attention: Oscar Diaz
Phone: (209) 571-5885

13. INSURANCE REQUIREMENTS.

In the event the certificates of insurance required hereunder do not provide for notice of cancellation to the certificate holder and/or additional insureds, the Consultant shall provide, and shall require its subcontractors to provide, as an express condition precedent to payment hereunder, an endorsement from their insurers providing that the additional insureds identified herein shall be provided 30 days’ notice of the cancellation on the policies of insurance required hereunder (10 days’ notice if the policies are cancelled for non-payment of premium). In addition, the named insured on all such policies shall provide to the additional insureds identified herein any notices of cancellation of said insurance policies within 5 business days of receipt of such notice. The Consultant shall, as a further express condition precedent to payment for work performed, affirm under penalty of perjury that the required insurance on the project remains in place and said insurance has not been cancelled. (a) General Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall #11..
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apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. This insurance shall indicate on the certificate of insurance the following coverages and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent consultants and subcontractors; products and completed operations as applicable. (b) Automobile Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. This insurance shall cover any automobile for bodily injury and property damage.
(c) Worker's Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000. (d) Professional Liability insurance with a minimum limit of $1,000,000 per claim and policy aggregate. If coverage is on a claim made basis it shall be maintained for at least three (3) years following completion of the work.

If at any time any of said policies shall be unsatisfactory to the City, as to form or substance, or if a company issuing such policy shall be unsatisfactory to the City, the Consultant shall promptly obtain a new policy, submit the same to the Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of the Consultant to furnish, deliver or maintain such insurance and certificates as above provided, this Agreement, at the election of the City, may be forthwith declared suspended or terminated. Failure of the Consultant to obtain and/or maintain any required insurance shall not relieve the Consultant from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Consultant concerning indemnification. The City, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation and Professional Liability. The Workers' Compensation insurer shall agree to waive all rights of subrogation against the City, its agents, officers, employees, and volunteers for losses arising from work performed by Consultant for the City. The Consultant's insurance policy(ies) shall include a provision that the coverage is primary #11..
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as respects the City; shall include no special limitations to coverage provided to additional insured; and, shall be placed with insurer(s) with acceptable Best's rating of A: VII or with approval of the Risk Manager. The Consultant must deliver certificates evidencing existence of the insurance listed above to the City prior to the time the contract is signed.

14. TERMINATION OF AGREEMENT.

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

Termination by City for Convenience
City may cancel this Agreement at any time, with or without cause, upon written notification to Consultant.
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Post-Termination Procedure
Upon receipt of a written notice of termination, the Consultant shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subconsultants and agents are notified of such termination and act as specified in the notice of termination;
b. Terminate all orders and Subcontractors except as necessary to complete any portion of the work that is not terminated;
c. If directed in writing by the City to do so, assign all right, title and interest in subcontracts and materials in progress to City, in which case the City will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such subconsultants, but in no event shall recovery by any Consultant or subconsultant include lost profits for portions of the work not completed or undertaken, including materials not delivered;
d. Deliver or otherwise make available to the City all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Consultant in performing the work whether completed or in process;
e. Settle outstanding liabilities and claims, subject to the approval of City; f. Complete performance of such part of the Project as has not been terminated;
g. Take such other actions as may be necessary, or as may be directed by the City for the protection and preservation of the Project and/or property #11..
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related to the Project;
h. If City so requests, and at City's cost, Consultant shall provide sufficient oral or written status reports to make City reasonably aware of the status of Consultant's work on the project.
i. The Consultant understands and agrees that City may, in City's sole discretion, refuse to pay Consultant for that portion of Consultant's services which were performed by Consultant on the project prior to the termination date and which remain unacceptable and/or not useful to City as of the termination date.

City will pay Consultant for work actually completed prior to the receipt of the termination notice or otherwise completed in accordance with the notice of termination. The final payment to the Consultant after termination for convenience shall be limited to amounts due and owing under the Agreement at time of termination, including the following:
a. The cost of settling and paying valid claims arising out of the termination of the Work such as subconsultant agreements or contracts for materials;
b. The Agreement price allocable to the portion of the Work properly performed or goods supplied to the work site by the Consultant as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the Consultant.

15. INDEMNITY.

The Consultant shall hold the City, its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or #11..
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property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of Consultant, or its agents, officers, employees, or volunteers relating to or during the performance of its obligations under this Agreement.

16. DISPUTE RESOLUTION.

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

17. ATTORNEYS’ FEES.

If a party to this AGREEMENT brings any action, including an action for declaratory relief, to enforce or interpret the provision of this AGREEMENT, the prevailing party shall be #11..
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entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled.

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

18. ENTIRE AGREEMENT.

19. PARTIAL INVALIDITY.

20. WAIVER.

21. AUDIT.

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

23. HEADINGS NOT CONTROLLING.

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

24. COMPLIANCE WITH LAWS.

Consultant shall insure compliance with all safety and hourly requirements for employees, in accordance with federal, state, and county safety and health regulations and laws.

Consultant shall fully comply with all applicable federal, state, and local laws, ordinances, regulations and permits.

25. CITY BUSINESS LICENSE.

Consultant shall have a City of Modesto business license. #11..
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IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attestation by its City Clerk under authority of Resolution No. 2024- , adopted by the Council of the City of Modesto on the day of ________________ , 2024, and BPR Consulting Group, LLC has caused this agreement to be duly executed as of the Effective Date.
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

August 13, 2024
Date: June 26, 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 CR and D Inc-Change in Ownership CONTACT: Sean Rando, Business Analyst
[email protected], 209-577-5473
DESCRIPTION:

Consider approving a Change in Ownership request for Retail Cannabis Dispensary CR and D Inc. (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:

The City Council is the approval body for all cannabis related activity in the City. In December 2017, the City Council adopted Ordinance 3684-C.S. legalizing certain commercial cannabis business operations in particular zoning districts.

On December 19, 2018, by Resolution 2018-566, the City Council approved a commercial cannabis retail permits for the business. Most recently on June 27, 2023, by Resolution No. 2023-297, Council renewed the commercial cannabis permit for CR and D Inc. for a two (2) year period ending June 30, 2025.

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. To provide additional guidance to local businesses and City officials, staff prepared a set of policies and procedures for the approval of change in ownership requests.

On June 27, 2023, by Resolution No. 2023-298, Council formally approved a change in ownership policy for commercial cannabis permits within the City.

The requirements of this policy include:
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City Council, August 13, 2024
Business Modification Request for CR and D Inc-Change in Ownership

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 A new individual acquiring 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.
 An originally approved owner(s) retaining one hundred (100%) percent interest in the cannabis business amongst them 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 a signed declaration by the relinquishing party acknowledging the change.

DISCUSSION:

A completed application was submitted on February 9, 2024, by the owner of Modesto Cannabis Collective to initiate the City approval process of a business modification for a proposed change in ownership. This dispensary currently operates at 439 Maze Blvd. A new owner, Carolina Fernandez, has since acquired an eighty (80) percent ownership interest in the company with Deanna Garcia, an originally approved owner, retaining the remaining twenty (20) percent. In alignment with the City change in ownership policy, this action requires Council approval.

Cannabis Program Administrative Staff reviewed the application for completeness. The documents included the following:
o Public filings with the California Secretary of State confirming the new ownership structure.
o Executed agreements documenting the change in ownership provided on the business modification request form.
o Signed resignations and Board of Directors meeting minutes documenting the current owners of Modesto Cannabis Collective acknowledging the proposed transaction.
o A completed background check for the new owner stating that there were no disqualifying factors that would prevent the applicant from being an operator of a commercial cannabis business in the City of Modesto.

The dispensary business has also passed each annual compliance inspection since first becoming operational, and they are current on all City of Modesto taxes and fees. Modesto Cannabis Collective is in good standing and staff has concluded that the business modification request has met the requirements of the City of Modesto’s commercial cannabis change in ownership policy.

FISCAL IMPACT:

On November 14, 2023, by Resolution No. 2023-504, Council approved two separate annual commercial cannabis permit fees which cover costs related to the administration and monitoring #12..
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City Council, August 13, 2024
Business Modification Request for CR and D Inc-Change in Ownership

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Modesto City CouncilAugust 13, 2024

Modesto City Council
August 13, 2024