Agenda packet — Modesto City Council, March 11, 2025 (part 2 of 2)

These types of loaders should have an expected useful life of seven (7) to ten (10) years. The vehicles only had a one-year warranty period and over the last few years, these loaders have had continuous failure issues which includes failed head gaskets, blown engines, air conditioning failures, hydraulic system failures and significant downtime of service usage. City staff are currently working with our City Attorney’s office to evaluate any course of action related to this purchase. The original purchase price for all four (4) Loaders was $372,569.88.

DISCUSSION:

The City Manager authorized the Purchasing Manager on October 16, 2024, and November 19, 2024, to solicit the procurement for four (4) Compact Front (Wheel) Loaders for the Solid Waste Division. In Spring 2020, Sourcewell issued Request for Proposal (RFP) #060920 for Class 4-8 Chassis with Related Equipment, Accessories, and Services. The RFP was advertised through the State Media Company, Utah Media Group, USA Today, South Carolina’s The State, Biddingo Merx, The New York State Contract Reporter, PublicPurchase.com, Oregon’s Daily Journal of Commerce and through the Sourcewell public website.

On June 9, 2020, the bid opening was conducted electronically through the Sourcewell procurement portal. Twenty-five (25) bids were received, and based on the highest scored proposal, four (4) proposals were awarded under Sourcewell Contract #062320-CAT which includes the Compact Front (Wheel) Loader. Based on the highest scored proposal, City staff recommends awarding to Holt of CA, Modesto, CA for the purchase of four (4) Compact Front (Wheel) Loaders in the amount not to exceed $591,340.

Modesto Municipal Code Section 8-3.203 generally requires all purchases that meet or exceed $100,000 for material, equipment or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, in her discretion, determines that a process other than the formal bid procedure set for in Section 8-3.203 will result in a procurement for the City at the lowest possible cost commensurate with the desired quality.” In addition, MMC 8-3.202(h) encourages the Purchasing Manager to join with the State of California or other units of government in cooperative purchasing plans when the best cost savings interest of the City would be served.

By utilizing Sourcewell and the public agencies bidding process, the City is complying with the requirements defined under this code for the four (4) Compact Front (Wheel) Loaders.

FISCAL IMPACT:

Sufficient funds for the four (4) Compact Front (Wheel) Loaders are budgeted in Fiscal Year 24- 25 in the Fleet Replacement Fund. The Fleet Internal Service Fund will collect for the replacement of the loaders. This purchase is a rent to own purchase for three (3) of the four (4) Compact Front (Wheel) Loaders through Holt of California, in addition, to the Sourcewell pricing discounts. City staff have rented these loaders from December 2024 through March 2025 for a cumulative rental cost of $43,800. Holt of CA has agreed to apply 80% of the rental fees as a reduction to the purchase price of these Loaders which amounts to $35,040 for a revised purchase price of $591,340.
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City Council, March 11, 2025
Purchase of Compact Front (Wheel) Loaders

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Below is a summary of the overall pricing for the four (4) Compact Front (Wheel) Loaders.

Type of Loader Original Price Rental Fees Revised Price CWL Compact Wheel Loader (70-89 HP) Stock #M24686 1 $ 159,757 $ (11,680) $ 148,077 CWL Compact Wheel Loader (70-89 HP) Stock #M25083 1 $ 157,488 $ (11,680) $ 145,808 CWL Compact Wheel Loader (70-89 HP) Stock #R62027 1 $ 157,488 $ (11,680) $ 145,808 NEW Compact Wheel Loader (Model 908) Stock 1 $ 151,647 $ - $ 151,647 Total $ 626,380 $ (35,040) $ 591,340
COMMITTEE RECOMMENDATION:

This item was presented at the February 24, 2025, Finance Committee, and the Committee approved forwarding the item to Council for approval.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving the Competitive Bidding Process from Sourcewell to purchase four (4) Compact Front (Wheel) Loader with Caterpillar Inc. under the authorized dealer, Holt of California, Modesto, CA, for an original purchase price in the amount of $626,380 including a price reduction of $35,040 due to rental fees for a revised purchase price in the amount not to exceed $591,340; and authorizing the Purchasing Manager, or her designee, to issue the Purchase Order.

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

1. Resolution

2. Quote – Holt of CA Loaders

3. Sourcewell RFP Scoring Abstract
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03/11/2025/FIN/DLove/Item X 1 2025-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2025-

RESOLUTION APPROVING THE COMPETITIVE BIDDING PROCESS FROM SOURCEWELL TO PURCHASE FOUR (4) COMPACT FRONT (WHEEL)
LOADER WITH CATERPILLAR INC. UNDER THE AUTHORIZED DEALER,

HOLT OF CALIFORNIA, MODESTO, CA, FOR AN ORIGINAL PURCHASE PRICE IN THE AMOUNT OF $626,380 INCLUDING A PRICE REDUCTION OF $35,040 DUE TO RENTAL FEES FOR A REVISED PURCHASE PRICE IN THE AMOUNT NOT TO EXCEED $591,340; AND AUTHORIZING THE

PURCHASING MANAGER, OR HER DESIGNEE TO ISSUE THE PURCHASE ORDER
WHEREAS, every year, City vehicles and equipment are individually evaluated based on their age, condition, mileage and maintenance costs including the addition of new vehicles due to the operational needs for the city; and WHEREAS, these types of loaders should have an expected useful life of seven (7) to ten (10) years; and
WHEREAS, the vehicles only had a one-year warranty period and over the last few years, these loaders have had continuous failure issues which includes failed head gaskets, blown engines, air conditioning failures, hydraulic system failures and significant downtime of service usage; and
WHEREAS, City staff are currently working with our City Attorney’s office to evaluate any course of action related to this purchase and the original purchase price for all four (4) Loaders was $372,569.88; and
WHEREAS, the City Manager authorized the Purchasing Manager on October 16, 2024, and November 19, 2024, to solicit the procurement for four (4) Compact Front (Wheel) Loaders for the Solid Waste Division; and
WHEREAS, in Spring 2020, Sourcewell issued Request for Proposal (RFP) #060920 for Class 4-8 Chassis with Related Equipment, Accessories, and Services and #8..
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03/11/2025/FIN/DLove/Item X 2 2025-XX
the RFP was advertised through the State Media Company, Utah Media Group, USA Today, South Carolina’s The State, Biddingo Merx, The New York State Contract Reporter, PublicPurchase.com, Oregon’s Daily Journal of Commerce and through the Sourcewell public website; and
WHEREAS, on June 9, 2020, the bid opening was conducted electronically through the Sourcewell procurement portal; and
WHEREAS, twenty-five (25) bids were received, and based on the highest scored proposal, four (4) proposals were awarded under Sourcewell Contract #062320-CAT which includes the Compact Front (Wheel) Loader; and
WHEREAS, based on the highest scored proposal, City staff recommends awarding to Holt of CA, Modesto, CA for the purchase of four (4) Compact Front (Wheel) Loaders in the amount not to exceed $591,340; and WHEREAS, Modesto Municipal Code Section 8-3.203 generally requires all purchases that meet or exceed $100,000 for material, equipment or contractual services to be formally bid; however, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, in her discretion, determines that a process other than the formal bid procedure set for in Section 8-3.203 will result in a procurement for the City at the lowest possible cost commensurate with the desired quality.”; and WHEREAS, MMC 8-3.202(h) encourages the Purchasing Manager to join with the State of California or other units of government in cooperative purchasing plans when the best cost savings interest of the City would be served; and #8..
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03/11/2025/FIN/DLove/Item X 3 2025-XX
WHEREAS, by utilizing Sourcewell and the public agencies bidding process, the City is complying with the requirements defined under this code for the four (4) Compact Front (Wheel) Loaders.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the Competitive Bidding Process from Sourcewell to purchase four (4) Compact Front (Wheel) Loader with Caterpillar Inc. under the authorized dealer, Holt of California, Modesto, CA, for an original purchase price in the amount of $626,380 including a price reduction of $35,040 due to rental fees for a revised purchase price in the amount not to exceed $591,340.

BE IT FURTHER RESOLVED, that the Purchasing Manager, or her designee, to execute the Purchase Order, in a form approved by the City Attorney. #8..
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03/11/2025/FIN/DLove/Item X 4 2025-XX
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 11th day of March, 2025, 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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Quote 161335-02

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Oct 31, 2024

CITY OF MODESTO

ATTN ACCOUNTS PAYABLE
PO BOX 642
MODESTO CA 95353,
Account # 001125
Attention: LARRY DEVEREAUX
New Caterpillar Model: 908 Compact Construction Equipment with all standard equipment in addition to the additional specifications listed below:

STOCK NUMBER: R62027 SERIAL NUMBER: 0MZ801053 YEAR: 2024 SMU: 2

ADDITIONAL SPECIFICATIONS
Reference # Description of Material and Equipment Reference # Description of Material and Equipment 572-7978 908 14A CWL AM-N/AM-S 580-0522 KEYPAD 8, RIM PULL/CREEP CTL 573-3913 LIGHTS, ROAD, FN, HAL, RH DIP 572-7989 SEAT, STANDARD, MECH, FABRIC 581-4771 FAN, DEMAND, STD, PRECLEANER 594-7065 SEAT BELT, 3'' 607-1279 ENGINE, C2.8, STAGE V 587-6908 AIR CON, AUTO TEMP CONTROL 569-2570 FILTER, FUEL, MANUAL 600-3116 DOOR STOP, CAB
597-1180 TRANS 25 MPH DIFF LOCK 636-6174 PRODUCT LINK, CELLULAR PL243 598-2562 HYD, 3V, STD FLOW, STD LIFT 462-2556 TIRES, 400/70 R20, MX, BIBLOAD 577-6117 COUPLER, SSL 579-9894 FENDERS, STANDARD
607-6811 AUX, STD FLOW, 3 VALVE 580-0511 HITCH, REAR RETRIEVAL, STD 577-6048 RIDE CONTROL, STD LIFT 580-7652 LIGHTS, CAB, STD, 4X HAL 573-3916 KICKOUT, RTD, ROTARY SENSOR 580-0537 ALARM, BACK UP 577-7152 CAB, STD, FIXED DOOR GLASS 580-0539 HARNESS, WIRING, WT, SSL 580-0524 KEY START, PASSCODE SECURITY 623-9432 STANDARD RADIO (12V) 577-7161 MIRROR, EXT, STD ENGINE S/N: J2812684
602-2788 MIRROR INTERNAL, REAR VIEW

WARRANTY INFORMATION
Standard Warranty: 12 Months or Unlimited hours
Extended Warranty: 60 Months or 3000 Hours Powertrain + Hydraulics + Tech CSA Dry Filters Parts Kit - 24 Months or 1000 Hours
RPO START Sell Price $144,650.07
Sales Tax (8.875%) $12,837.69
After Tax Balance $157,487.76

PAYMENT TERMS

MONTHLY RENTAL RATE MINIMUM TERM MAXIMUM TERM OVERTIME RATE PAYMENT TERMS $3,650.00 6 12 Net Payment on Receipt
Rental Purchase Option Terms
6 MONTH RPO 80% OF PAID RENTALS TO APPLY MONTHLY NET RATE OF $3,650.00 TO HOLT OF CALIFORNIA ALL NON-WARRANTABLE REPAIRS WILL BE ADDED TO FINAL SALE PRICE OF UNIT. #8..
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Quote 161335-02

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STANDARD EQUIPMENT
POWERTRAIN - - Emissions compliant, two options - - U.S EPA Tier 4 Final and EU Stage V* - - U.S. EPA Tier 3 and EU Stage IIIA** - - C2.8 DIT engine (Turbocharger) - - Diesel particulate filter (DPF)* - (Fit for Life) or exhaust muffler** - - Fuel, diesel, ultra low sulphur, - @ < 15 ppm (stage V)* - - Fuel, diesel, standard sulphur, - @ < 500 ppm (stage IIIA)** - - Hydrostatic transmission, 2 speed, - with inching function, shift on the go - - Powertrain mode, hystat - - Air cleaner, two stage filter, with in - cab audio/visual indicator on display - - Axles, heavy duty, frame mounted - with outboard planetary reduction - - Closed circuit breather - - Coolant, extended life, -36C (-33F) - - Drive shaft, maintenance free, - sealed for life, universal joints - - Engine, auto idle shutdown, - ultra low idle, hibernation mode - - Engine oil, ECO drain tap and hose - - Fuel pump, priming (manual) with - water separator & drain port HYDRAULICS - - Caterpillar HYDO Adv. 10 hydraulic oil - - Coupler/pin on attachment ready - - Demand cooling fan, hyd. driven - - Dead engine lower, lift valve, manual - - EH fully proportional controls - - Implement lockout switch, in cab - - Hystat pump, infinitely variable, - - Implement valve, anti drift - and pressure compensated - - Joystick, single auxiliary roller - - Lift and tilt control - - Loader arm float function - - Motor, single drive with dedicated - implement and steering pumps - - Oil Sampling SOS ports, - ELECTRICAL - - Alternator, 100 amp sealed - - Battery, heavy duty, 12V, 90Ah&950CCA - - Battery disconnect switch - - Cab mounted fuse panel - - Lights, rear stop and turn, LED - - Lights, roading, front halogen - - Service port, electronic diagnostic,ET - - Product link ( PL243 )
OPERATOR ENVIRONMENT - - ROPS/FOPS certified canopy/cab - - 12V power outlets, interior/exterior - - Pedals, brake/inching, accelerator - - Lever, parking brake - - Cup holders (2) - - CB radio clip, phone holder - - Door release, internal (left/right) - - Hook, large, coat and hard hat - - Floormat, easy clean, raised pedals - - Mirrors, 2 external, 1 internal - - Steering wheel, spinner knob, horn - - Seat belt, orange, 51mm (2 in) - - Storage, cab (trays x3, seat pocket) - - Steering column, tilt adjusted - - Column mounted multi function - control: lights, roading, wipers, - self cancelling turn signals - - Quick coupler switch, in cab - - Display, analog and digital - - Gauges (2), hyd oil, engine coolant - - Digital with soft touch buttons, - fuel level, speed range, speedometer, - service hour meter, service/ maint info, - hyd/powertrain perf and aggr settings, - security passcode (multiple languages) - - Joystick, seat mounted, multifunction - - Forward/neutral/reverse, aux roller, - speed range, cont flow, diff lock, horn - - Right Arm rest, padded, multi height - - Seat, manual height adjust/suspension, - (cab) fabric, adjustable left arm rest - (canopy) vinyl, no left arm rest - - Cab - - Doors, (2), fixed glass - - Wipers , front/rear, full coverage - - Windshield, front single piece - - Window, rear heated - - Radio ready, speakers and wiring - - Air vents, 4 screen, 7 directional - - Heating, mechanical control unit - - Sun Visor, solid, front full width - - Interior light (incandescent)
OTHER STANDARD EQUIPMENT - - Cat optimized Z-bar loader linkage - - Fenders, front and rear - - Ground level daily service points - - Loader arm safety brace - - Lockable engine enclosure/side access - fuel filler cap, nose cone, HVAC filters - - Machine lifting/tie down points - - Paint, E-Coat primer, powder top coat - - Recovery hitch with pin - This quote is good for (30) days. Any machine quoted outside of HOLT of CALIFORNIA's inventory is subject to revision All quotes are subject to credit approval and prior sale. Any quoted interest rates are subject to change without notice. Quote is void unless machine is delivered, and remains, within HOLT of CALIFORNIA's Dealership territory for two years or unless the machine has at least 1000 hours if delivered outside of Holt's territory.

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

Sincerely,
Jason Hjelmstad
Territory Manager
Holt of California
[email protected]
Cell 209-321-2831
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Quote 161316-02

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Oct 31, 2024

CITY OF MODESTO

STOCK NUMBER: M24686 SERIAL NUMBER: 0MZ801054 YEAR: 2024 SMU: 2

ADDITIONAL SPECIFICATIONS
Reference # Description of Material and Equipment Reference # Description of Material and Equipment 572-7978 908 14A CWL AM-N/AM-S 580-0511 HITCH, REAR RETRIEVAL, STD 573-3910 LIGHTS, ROAD, FN, LED, RH DIP 580-0532 LIGHTS, CAB, STD, 4X LED 607-1279 ENGINE, C2.8, STAGE V 580-0537 ALARM, BACK UP
598-2562 HYD, 3V, STD FLOW, STD LIFT 580-0539 HARNESS, WIRING, WT, SSL 577-6117 COUPLER, SSL 581-4771 FAN, DEMAND, STD, PRECLEANER 607-6811 AUX, STD FLOW, 3 VALVE 580-6298 WEATHER, STD, FLUIDS 577-6051 RIDE CONTROL, STD LIFT 569-2571 FILTER, FUEL, ELECTRIC 577-7161 MIRROR, EXT, STD 597-1177 TRANS 25 MPH STD
602-2788 MIRROR INTERNAL, REAR VIEW 573-3915 KICKOUT, RTD, NONE 573-4006 SEAT, DELUXE PLUS, AIR, HEAT 577-7152 CAB, STD, FIXED DOOR GLASS 594-7065 SEAT BELT, 3'' 616-3507 PUSH START, PASSCODE SECURITY 587-6908 AIR CON, AUTO TEMP CONTROL 580-0522 KEYPAD 8, RIM PULL/CREEP CTL 600-3116 DOOR STOP, CAB 636-6174 PRODUCT LINK, CELLULAR PL243 462-2556 TIRES, 400/70 R20, MX, BIBLOAD 623-9432 STANDARD RADIO (12V) 579-9894 FENDERS, STANDARD 574-3468 ENG S/N J2812677

WARRANTY INFORMATION
Standard Warranty: 12 months / unlimited hours
Extended Warranty: 908-60 MO/3000 HR POWERTRAIN + HYDRAULICS + TECH CSA Dry Parts Kit - 24 MO/1000 HR
RPO START Sell Price $146,733.86
Sales Tax (8.875%) $13,022.63
After Tax Balance $159,756.49

PAYMENT TERMS

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STANDARD EQUIPMENT
POWERTRAIN -- Emissions compliant, two options -- U.S EPA Tier 4 Final and EU Stage V* -- U.S. EPA Tier 3 and EU Stage IIIA** -- C2.8 DIT engine (Turbocharger) -- Diesel particulate filter (DPF)* -(Fit for Life) or exhaust muffler** -- Fuel, diesel, ultra low sulphur, -@ < 15 ppm (stage V)* -- Fuel, diesel, standard sulphur, -@ < 500 ppm (stage IIIA)** -- Hydrostatic transmission, 2 speed, -with inching function, shift on the go -- Powertrain mode, hystat -- Air cleaner, two stage filter, with in -cab audio/visual indicator on display -- Axles, heavy duty, frame mounted -with outboard planetary reduction -- Closed circuit breather -- Coolant, extended life, -36C (-33F) -- Drive shaft, maintenance free, -sealed for life, universal joints -- Engine, auto idle shutdown, -ultra low idle, hibernation mode -- Engine oil, ECO drain tap and hose -- Fuel pump, priming (manual) with -water separator & drain port HYDRAULICS -- Caterpillar HYDO Adv. 10 hydraulic oil -- Coupler/pin on attachment ready -- Demand cooling fan, hyd. driven -- Dead engine lower, lift valve, manual -- EH fully proportional controls -- Implement lockout switch, in cab -- Hystat pump, infinitely variable, -- Implement valve, anti drift -and pressure compensated -- Joystick, single auxiliary roller -- Lift and tilt control -- Loader arm float function -- Motor, single drive with dedicated -implement and steering pumps -- Oil Sampling SOS ports, - ELECTRICAL -- Alternator, 100 amp sealed -- Battery, heavy duty, 12V, 90Ah&950CCA -- Battery disconnect switch -- Cab mounted fuse panel -- Lights, rear stop and turn, LED -- Lights, roading, front halogen -- Service port, electronic diagnostic,ET -- Product link ( PL243 )
OPERATOR ENVIRONMENT -- ROPS/FOPS certified canopy/cab -- 12V power outlets, interior/exterior -- Pedals, brake/inching, accelerator -- Lever, parking brake -- Cup holders (2) -- CB radio clip, phone holder -- Door release, internal (left/right) -- Hook, large, coat and hard hat -- Floormat, easy clean, raised pedals -- Mirrors, 2 external, 1 internal -- Steering wheel, spinner knob, horn -- Seat belt, orange, 51mm (2 in) -- Storage, cab (trays x3, seat pocket) -- Steering column, tilt adjusted -- Column mounted multi function -control: lights, roading, wipers, -self cancelling turn signals -- Quick coupler switch, in cab -- Display, analog and digital -- Gauges (2), hyd oil, engine coolant -- Digital with soft touch buttons, -fuel level, speed range, speedometer, -service hour meter, service/ maint info, -hyd/powertrain perf and aggr settings, -security passcode (multiple languages) -- Joystick, seat mounted, multifunction -- Forward/neutral/reverse, aux roller, -speed range, cont flow, diff lock, horn -- Right Arm rest, padded, multi height -- Seat, manual height adjust/suspension, -(cab) fabric, adjustable left arm rest -(canopy) vinyl, no left arm rest -- Cab -- Doors, (2), fixed glass -- Wipers , front/rear, full coverage -- Windshield, front single piece -- Window, rear heated -- Radio ready, speakers and wiring -- Air vents, 4 screen, 7 directional -- Heating, mechanical control unit -- Sun Visor, solid, front full width -- Interior light (incandescent) OTHER STANDARD EQUIPMENT -- Cat optimized Z-bar loader linkage -- Fenders, front and rear -- Ground level daily service points -- Loader arm safety brace -- Lockable engine enclosure/side access -fuel filler cap, nose cone, HVAC filters -- Machine lifting/tie down points -- Paint, E-Coat primer, powder top coat -- Recovery hitch with pin - This quote is good for (30) days. Any machine quoted outside of HOLT of CALIFORNIA's inventory is subject to revision All quotes are subject to credit approval and prior sale. Any quoted interest rates are subject to change without notice. Quote is void unless machine is delivered, and remains, within HOLT of CALIFORNIA's Dealership territory for two years or unless the machine has at least 1000 hours if delivered outside of Holt's territory..

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

Sincerely,
Jason Hjelmstad
Territory Manager
Holt of California
[email protected]
Cell 209-321-2831
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Quote 161334-02

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Oct 31, 2024

CITY OF MODESTO

STOCK NUMBER: M25083 SERIAL NUMBER: 0MZ801219 YEAR: 2024 SMU: 2

ADDITIONAL SPECIFICATIONS
Reference # Description of Material and Equipment Reference # Description of Material and Equipment 572-7978 908 14A CWL AM-N/AM-S 580-0522 KEYPAD 8, RIM PULL/CREEP CTL 573-3913 LIGHTS, ROAD, FN, HAL, RH DIP 572-7989 SEAT, STANDARD, MECH, FABRIC 581-4771 FAN, DEMAND, STD, PRECLEANER 594-7065 SEAT BELT, 3'' 607-1279 ENGINE, C2.8, STAGE V 587-6908 AIR CON, AUTO TEMP CONTROL 569-2570 FILTER, FUEL, MANUAL 600-3116 DOOR STOP, CAB
597-1180 TRANS 25 MPH DIFF LOCK 462-2556 TIRES, 400/70 R20, MX, BIBLOAD 598-2562 HYD, 3V, STD FLOW, STD LIFT 579-9894 FENDERS, STANDARD 577-6117 COUPLER, SSL 580-0511 HITCH, REAR RETRIEVAL, STD 607-6811 AUX, STD FLOW, 3 VALVE 580-7652 LIGHTS, CAB, STD, 4X HAL 577-6048 RIDE CONTROL, STD LIFT 580-0537 ALARM, BACK UP 573-3916 KICKOUT, RTD, ROTARY SENSOR 580-0539 HARNESS, WIRING, WT, SSL 577-7152 CAB, STD, FIXED DOOR GLASS 623-9432 STANDARD RADIO (12V) 580-0524 KEY START, PASSCODE SECURITY 636-6174 PRODUCT LINK, CELLULAR PL243 577-7161 MIRROR, EXT, STD ENGINE S/N: J2814758
602-2788 MIRROR INTERNAL, REAR VIEW

PAYMENT TERMS

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

Sincerely,
Jason Hjelmstad
Territory Manager
Holt of California
[email protected]
Cell 209-321-2831
#8..
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Quote 162788-01

Page 1 of 2 ends

Jan 03, 2025

CITY OF MODESTO

ATTN ACCOUNTS PAYABLE
PO BOX 642
MODESTO, California 95353
Account # 001125
Attention: PATRICK CROWLEY
New Caterpillar Model: 908 Compact Construction Equipment with all standard equipment in addition to the additional specifications listed below:

STOCK NUMBER: Order SERIAL NUMBER: TBD YEAR: SMU:

ADDITIONAL SPECIFICATIONS
Reference # Description of Material and Equipment Reference # Description of Material and Equipment 617-5912 908 14A CWL AM-N DCA1 580-0537 ALARM, BACK UP
569-2571 FILTER, FUEL, ELECTRIC 580-0539 HARNESS, WIRING, WT, SSL 572-7978 908 14A CWL AM-N/AM-S 580-0597 STORAGE, BOX WITH LOCK 573-3910 LIGHTS, ROAD, FN, LED, RH DIP 580-6299 WEATHER, COLD START, 120V 573-3916 KICKOUT, RTD, ROTARY SENSOR 581-4770 FAN, DEMAND, STD 573-4006 SEAT, DELUXE PLUS, AIR, HEAT 587-6908 AIR CON, AUTO TEMP CONTROL 577-6051 RIDE CONTROL, STD LIFT 594-7065 SEAT BELT, 3'' 577-6117 COUPLER, SSL 596-4178 DOOR SWITCH + 2X USB POWER 577-6969 HYDRAULIC OIL, STANDARD 597-1180 TRANS 25 MPH DIFF LOCK 577-7154 CAB, DLX, 2 SLIDING WINDOWS 598-2562 HYD, 3V, STD FLOW, STD LIFT 577-7161 MIRROR, EXT, STD 600-3116 DOOR STOP, CAB
579-9894 FENDERS, STANDARD, R20 602-2788 MIRROR INTERNAL, REAR VIEW 580-0511 HITCH, REAR RETRIEVAL, STD 607-1279 ENGINE, C2.8, STAGE V 580-0522 KEYPAD 8, RIM PULL/CREEP CTL 607-6811 AUX, STD FLOW, 3 VALVE 580-0524 KEY START, PASSCODE SECURITY 462-2556 TIRES, 400/70 R20, MX, BIBLOAD 580-0532 LIGHTS, CAB, STD, 4X LED

WARRANTY INFORMATION
Standard Warranty: 12 months / unlimited hours
Extended Warranty: 908-60 MO/3000 HR POWERTRAIN + HYDRAULICS + TECH CSA Dry Parts Kit - 24 MO/1000 HR
List Sell Price $178,930.00
Source well Discount off list 23% $41,153.90
Machine Price After Source well Discount $$137,776.10
Delivery, EIN Decals, Freight, Fuel and Machine Prep $6,953.85 Additional Holt Discounts -$5,444.82
Net Balance Due Included
Net Balance Due $139,285.13
Sales Tax (8.875%) $12,361.56
CVA Included
After Tax Balance $151,646.69
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F.O.B/TERMS: EMD - STOCKTON

STANDARD EQUIPMENT
POWERTRAIN -- Emissions compliant, two options -- U.S EPA Tier 4 Final and EU Stage V* -- U.S. EPA Tier 3 and EU Stage IIIA** -- C2.8 DIT engine (Turbocharger) -- Diesel particulate filter (DPF)* -(Fit for Life) or exhaust muffler** -- Fuel, diesel, ultra low sulphur, -@ < 15 ppm (stage V)* -- Fuel, diesel, standard sulphur, -@ < 500 ppm (stage IIIA)** -- Hydrostatic transmission, 2 speed, -with inching function, shift on the go -- Powertrain mode, hystat -- Air cleaner, two stage filter, with in -cab audio/visual indicator on display -- Axles, heavy duty, frame mounted -with outboard planetary reduction -- Closed circuit breather -- Coolant, extended life, -36C (-33F) -- Drive shaft, maintenance free, -sealed for life, universal joints -- Engine, auto idle shutdown, -ultra low idle, hibernation mode -- Engine oil, ECO drain tap and hose -- Fuel pump, priming (manual) with -water separator & drain port HYDRAULICS -- Caterpillar HYDO Adv. 10 hydraulic oil -- Coupler/pin on attachment ready -- Demand cooling fan, hyd. driven -- Dead engine lower, lift valve, manual -- EH fully proportional controls -- Implement lockout switch, in cab -- Hystat pump, infinitely variable, -- Implement valve, anti drift -and pressure compensated -- Joystick, single auxiliary roller -- Lift and tilt control -- Loader arm float function -- Motor, single drive with dedicated -implement and steering pumps -- Oil Sampling SOS ports, - ELECTRICAL -- Alternator, 100 amp sealed -- Battery, heavy duty, 12V, 90Ah&950CCA -- Battery disconnect switch -- Cab mounted fuse panel -- Lights, rear stop and turn, LED -- Lights, roading, front halogen -- Service port, electronic diagnostic,ET -- Product link ( PL243 )
OPERATOR ENVIRONMENT -- ROPS/FOPS certified canopy/cab -- 12V power outlets, interior/exterior -- Pedals, brake/inching, accelerator -- Lever, parking brake -- Cup holders (2) -- CB radio clip, phone holder -- Door release, internal (left/right) -- Hook, large, coat and hard hat -- Floormat, easy clean, raised pedals -- Mirrors, 2 external, 1 internal -- Steering wheel, spinner knob, horn -- Seat belt, orange, 51mm (2 in) -- Storage, cab (trays x3, seat pocket) -- Steering column, tilt adjusted -- Column mounted multi function -control: lights, roading, wipers, -self cancelling turn signals -- Quick coupler switch, in cab -- Display, analog and digital -- Gauges (2), hyd oil, engine coolant -- Digital with soft touch buttons, -fuel level, speed range, speedometer, -service hour meter, service/ maint info, -hyd/powertrain perf and aggr settings, -security passcode (multiple languages) -- Joystick, seat mounted, multifunction -- Forward/neutral/reverse, aux roller, -speed range, cont flow, diff lock, horn -- Right Arm rest, padded, multi height -- Seat, manual height adjust/suspension, -(cab) fabric, adjustable left arm rest -(canopy) vinyl, no left arm rest -- Cab -- Doors, (2), fixed glass -- Wipers , front/rear, full coverage -- Windshield, front single piece -- Window, rear heated -- Radio ready, speakers and wiring -- Air vents, 4 screen, 7 directional -- Heating, mechanical control unit -- Sun Visor, solid, front full width -- Interior light (incandescent) OTHER STANDARD EQUIPMENT -- Cat optimized Z-bar loader linkage -- Fenders, front and rear -- Ground level daily service points -- Loader arm safety brace -- Lockable engine enclosure/side access -fuel filler cap, nose cone, HVAC filters -- Machine lifting/tie down points -- Paint, E-Coat primer, powder top coat -- Recovery hitch with pin - This quote is good for (30) days. Any machine quoted outside of HOLT of CALIFORNIA's inventory is subject to revision All quotes are subject to credit approval and prior sale. Any quoted interest rates are subject to change without notice. Quote is void unless machine is delivered, and remains, within HOLT of CALIFORNIA's Dealership territory for two years or unless the machine has at least 1000 hours if delivered outside of Holt's territory.

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

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

Sincerely,
Dane Young
Territory Manager
Holt of California
[email protected]
209-648-8952
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

March 11, 2025

Date: January 28, 2025
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Jessica Hill, Director, Community and Economic Development SUBJECT: Conditional Use Permit and Operating Agreement for Digital Freeway Billboard Located at 2024 W. Orangeburg Avenue; submitted by Outfront Media LLC CONTACT: Edwin Borquez, Associate Planner, [email protected] , 209-571-5516 DESCRIPTION:

Hearing to consider approving an application for a Conditional Use Permit and Operating Agreement by Outfront Media to allow a digital freeway billboard located on the east side of State Highway 99 and south of Evergreen Avenue, located at 2024 W. Orangeburg Avenue. (Funding Source: Application Fee)
STRATEGIC PLAN ELEMENT:

The proposed replacement is intended to provide a service that is consistent with the City of Modesto General Plan Goal III.B Quality of Life. Policy III.B.2 (Existing City) promotes maximizing economic and social benefits of new development within the existing City limits. The project will increase signage opportunities for local businesses, while providing opportunities for community messaging.

BACKGROUND:

On April 11, 2017, the City Council approved a zoning code amendment to allow digital freeway billboards along State Highway 99, subject to a Conditional Use Permit and Operating Agreement with the City. To approve a digital freeway billboard, a recommendation from the Planning Commission to the City Council is required for final approval of the Conditional Use Permit and Operating Agreement per Modesto Municipal Code 10-6.108(f)(3)(ii).

On August 16, 2024, the Planning Division received an application to replace an existing billboard with a digital freeway billboard at the property located at 2024 W. Orangeburg Avenue.

The application was deemed complete on August 28, 2024.

DISCUSSION:

The proposed digital freeway billboard will be double sided, with each side measuring 672 square feet in area and sixty (60) feet in height. The location is zoned as Mixed Use- #9..
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Conditional Use Permit and Operating Agreement for Digital Freeway Billboard Located at 2024 W. Orangeburg Avenue

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Highway/(MU-H) which allows for general commercial uses, and currently has an existing billboard that will be replaced by this proposed digital freeway billboard.

According to Modesto Municipal Code Section 10-6.108(3)(iii)(1), Digital Freeway Billboards are not permitted within 300 feet of a residential zone. On December 14, 2023, the City Council adopted an ordinance rezoning portions of McHenry Avenue and Sisk Road to Mixed-Use Highway (MU-H) and Mixed-Use Pedestrian (MU-P) zones. This rezoning included the subject property in question, as well as adjacent parcels to the north and south, all of which are now zoned Mixed-Use Highway (MU-H), which allows for both commercial and residential uses. Prior to the rezoning, the site location was zoned Highway Commercial (C-3), a designation that was consistent with the intended use for this type of development.

The Director of Community and Economic Development has determined that considering the unique characteristics of this location, particularly its proximity to Highway 99, the absence of residential development within 300 feet, and the City’s recent zoning amendments, the proposed Digital Freeway Billboard should not be precluded from seeking development approvals, even though the site’s current zoning could allow residential development.

The proposed digital freeway billboard is consistent with the provisions of the sign ordinance described as follows:

Development Standards. The development standards require that a digital freeway billboard be located within 660 feet of State Highway 99 and a minimum of 300 feet from any parcel with a residential zone or use. The proposed digital freeway billboard will be within ten feet of the highway right-of-way. The nearest residentially zoned parcel is approximately 400 feet to the northeast separated by W. Orangeburg Avenue. The areas to the north and south are zoned for Mixed Use Highway (MU-H) with no existing residential development.

The proposed digital freeway billboard will comply with the allowed maximum size of 700 square feet and maximum height of 60 feet. The proposed digital freeway billboard will also meet the requirements that the pole have a simple and streamlined covering, that the display area will not have extra width or height, and consequently will not draw extra attention to the sign. See attached Elevation Rendering and Photo Simulations (Attachment No. 6).

All digital freeway billboards are required to meet applicable state and federal requirements. The applicant will be required to obtain a permit from the California Department of Transportation Office of Outdoor Advertising.

The proposed digital freeway billboard is required to display only static messages that cannot include flashing, scintillating lighting, or varying light intensity. Each message must be displayed for a minimum of eight seconds. The brightness level of the proposed sign cannot exceed threetenths (0.3) foot candles measured at a distance of 250 feet. The allowed brightness is equivalent to standard parking lot lighting.

Billboard Removal. The City’s digital freeway billboard ordinance requires the Applicant to remove four legally existing billboards within the City’s Sphere of Influence for every digital freeway billboard installed. The billboards proposed to be removed may have either one or two sign faces. A billboard is defined as a sign located along a freeway, highway, or major street #9..
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Conditional Use Permit and Operating Agreement for Digital Freeway Billboard Located at 2024 W. Orangeburg Avenue

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and typically ranging from 12’ by 25’ to 14’ by 48’ in dimension. The following billboards are proposed to be removed as shown in listed below:

PROPOSED BILLBOARDS TO BE REMOVED
APN Location Size Sign Face
029-010-085 1448 Lone Palm Avenue 12’ x 25’ Single-Sided 109-015-072 9
th Street and Coldwell Avenue 12’ x 25’ Double-Sided
038-021-019 573 Crows landing Road 14’ x 48’ Double-Sided 038-021-005 547 Crows Landing Road 12’ x 40’ Single-Sided Community Messaging. The City’s digital freeway billboard ordinance also requires that the billboard operator provide the City a minimum of eight seconds of display time per cycle to allow for community messaging. These messages can be for public safety, Department announcements, and for City-sponsored events. The display time can also be used for amber alerts and emergency-disaster communications.

City staff, including the City’s Community and Media Relations Officer, have met with the Applicant to discuss the logistics of posting these messages on the proposed digital freeway billboard. The Applicant has indicated that its display cycle is sixty-four (64) seconds, so City messages will be displayed for 8 seconds every 64 seconds. It is anticipated that the City’s Community and Media Relations Officer will be responsible for coordinating messages to be displayed with the Applicant and various City Departments.

Operating Agreement. The draft Operating Agreement outlines the removal of four legally existing billboards in exchange for the new digital freeway billboard and also specifies the terms for community messaging. The draft Operating Agreement includes a contribution of 1% of Gross Receipts to the City for additional substantial public benefit towards enhancing levels of service and supporting the City’s effort to beautify public spaces.

If relocation of the Digital Freeway Billboard is required to accommodate the BriggsmoreCarpenter Interchange Project within five (5) years of the initial date of Operation of the Digital Freeway Billboard, and if this Agreement is still in effect, the City agrees to reimburse Outfront Media up to $100,000 of the actual costs of relocating the Digital Freeway Billboard to another location within the Property. If relocation of the Digital Freeway Billboard is required to accommodate the Briggsmore-Carpenter Interchange Project at any time more than five (5) years after the initial date of Operation of the Digital Freeway Billboard, Outfront Media will bear the costs of relocating the Digital Freeway Billboard.

FISCAL IMPACT:

Costs incurred by the City related to the review and approval of the Conditional Use Permit, draft Operating Agreement, and corresponding documents, including staff and legal expenditures, are funded through the applicant's deposit currently budgeted in project 101617- Outfront CUP. The Applicant shall also contribute 1% of gross receipts from the subject digital freeway billboard to the City for enhancing levels of service and supporting the City's effort to beautify public spaces.
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Conditional Use Permit and Operating Agreement for Digital Freeway Billboard Located at 2024 W. Orangeburg Avenue

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COMMITTEE RECOMMENDATION:

This matter comes to the Council on recommendation from the Planning Commission. The Planning Commission considered this project at its January 27, 2025, meeting, and voted to recommend approval to the Council, on a 5-2 vote. Commissioners expressed concerns with potential aesthetic impacts and safety concerns associated with a digital freeway billboard in this location.

CEQA/NEPA REQUIREMENTS:

The proposed project is categorically exempt under CEQA Guidelines Section 15302 (Replacement or Reconstruction) as the proposed digital freeway billboard would replace an existing billboard. Staff has prepared a Notice of Exemption for the project, C&ED 2024-31 (Attachment No. 4).

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving an Operating Agreement between the City of Modesto and Outfront Media LLC, for the installation of a digital freeway billboard on property located at 2024 W. Orangeburg Avenue and authorizing the City Manager or his designee to execute the Agreement.

Resolution approving a Conditional Use Permit for a digital freeway billboard located at 2024 W.

Orangeburg Avenue (Outfront Media).

Approved by:

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

1. City Council Resolution approving Operating Agreement

2. City Council Resolution approving Conditional Use Permit

3. Operating Agreement

4. Planning Commission Resolution 2025-01

5. Notice of Exemption EA/C&ED No. 2024-31

6. Elevation renderings

7. Large maps
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03/11/2025/JHill/Item xx 2025-xx

CITY COUNCIL
RESOLUTION NO. 2025-XX

RESOLUTION APPROVING AN OPERATING AGREEMENT

BETWEEN THE CITY OF MODESTO AND OUTFRONT MEDIA LLC,

FOR THE INSTALLATION OF A DIGITAL FREEWAY BILLBOARD
ON PROPERTY LOCATED AT 2024 W. ORANGEBURG AVENUE

AND AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE

TO EXECUTE THE AGREEMENT
WHEREAS, Modesto Municipal Code Section 10-6.108 (f) (3) allows digital freeway billboard along State Highway 99 subject to a conditional use permit approval which requires a recommendation by the Planning Commission to the City Council and with final approval authority by City Council; and
WHEREAS, Modesto Municipal Code Section 10-6.108 (f) (3) (iii) (c) allows for the applicant and the City of Modesto (City) to enter into an operating agreement in conjunction with a conditional use permit for a digital freeway billboard with approval authority by the City Council; and
WHEREAS, Outdoor Media LLC (Outdoor Media) applied for conditional use permit to install one digital freeway billboard on property located at 2024 W. Orangeburg Avenue; and
WHEREAS, Outfront Media submitted an Operating Agreement in conjunction with a conditional use permit for a digital freeway billboard regarding the removal of four existing billboards, provisions regarding community messaging, and contributions of 1% of gross receipts from the digital freeway billboard to the City for enhancing levels of service and supporting the City's effort to beautify public spaces; and #9..
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03/11/2025/2025/JHill/Item xx 2025-xx
WHEREAS, if relocation of the Digital Freeway Billboard is required to accommodate the Briggsmore-Carpenter Interchange Project within five (5) years of the initial date of Operation of the Digital Freeway Billboard, and if this Agreement is still in effect, the City agrees to reimburse Outfront Media up to $100,000 of the actual costs of relocating the Digital Freeway Billboard to another location within the Property; and WHEREAS, if relocation of the Digital Freeway Billboard is required to accommodate the Briggsmore-Carpenter Interchange Project at any time more than five (5) years after the initial date of Operation of the Digital Freeway Billboard, Outfront Media will bear the costs of relocating the Digital Freeway Billboard; and WHEREAS, after a public hearing, the Planning Commission on January 27, 2025, by Resolution No. 2025-01, recommended to the City Council approval of a conditional use permit for a digital freeway billboard on property located at 2024 W.

Orangeburg Avenue; and
WHEREAS, said matter was set for a public hearing of the City Council to be held on March 11, 2025, in the Tenth Street Place Chambers located at 1010 Tenth Street, Modesto, California, at which date and time said duly noticed public hearing was held for the purpose of considering the conditional use permit for a digital freeway billboard on property located at 2024 W. Orangeburg Avenue; and
WHEREAS, after a public hearing, the City Council on March 11, 2025, by Resolution No. 2025-xx, approved the conditional use permit for a digital freeway billboard on property located at 2024 W. Orangeburg Avenue. #9..
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NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby finds and determines as follows:

The proposed operating agreement achieves community benefits by the reduction of four old and outmoded billboards, providing the City community messaging on the new digital freeway billboard, and providing profit sharing.

BE IT FURTHER RESOLVED by the Council of the City of Modesto an operating agreement between the City of Modesto and Outfront Media LLC, the installation of a digital freeway billboard on property located at 2024 W. Orangeburg Avenue.

BE IT FURTHER RESOLVED that the City Manager or designee is hereby authorized to execute said Operating Agreement, in a form approved by the City Attorney.
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03/11/2025/2025/JHill/Item xx 2025-xx
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 11th day of March, 2025, by Councilmember , who moved its adoption, which motion being duly seconded by Councilmember , was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST:

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

By: _
JOSE M. SANCHEZ, City Attorney
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03/11/2025/JHill/Item xx 2025-xx

MODESTO CITY COUNCIL
RESOLUTION NO. 2025-XX

RESOLUTION APPROVING A CONDITIONAL USE PERMIT
FOR A DIGITAL FREEWAY BILLBOARD LOCATED AT 2024 W.

ORANGEBURG AVENUE (OUTFRONT MEDIA)
WHEREAS, Modesto Municipal Code Section 10-6.108 (f) (3) allows a Digital Freeway Billboard along California State Highway 99 subject to a Conditional Use Permit approval which requires a recommendation by the Planning Commission to the City Council and final approval by the City Council, and WHEREAS, an application for a Conditional Use Permit for a digital freeway billboard located at 2024 W. Orangeburg Ave., was filed by Outfront Media on August 16, 2024, whereby an existing freeway billboard is to be removed and replaced by a new digital freeway billboard in accordance to Modesto Municipal Code Section 10-

6.108(f)(3), and
WHEREAS, the project is categorically exempt under CEQA Guidelines Section 15302, which exempts replacement or reconstruction of a commercial structure with a new structure of substantially the same size, purpose and capacity, and WHEREAS, said matter was considered by the Planning Commission at a duly noticed public hearing which was held on January 27, 2025, whereupon the Planning Commission also considered the Notice of Exemption for the project, EA/C&ED No. 2024-31, which states that the project is categorically exempt under CEQA Guidelines Section 15302 (Replacement or Reconstruction), and
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02/25/2025/CED/JHill/Item xx 2025-xx
WHEREAS, after said public hearing, the Planning Commission adopted Resolution No. 2025-01 recommending to the City Council approval of a Conditional Use Permit for a Digital Freeway Billboard on property located at 2024 W. Orangeburg Avenue, and
WHEREAS, said matter was set for a public hearing of the City Council to be held on March 11, 2025, in the Tenth Street Place Chambers located at 1010 Tenth Street, Modesto, California, at which date and time said duly noticed public hearing of the City Council was held.

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

1. The proposed Conditional Use Permit is consistent with the objectives and requirements of Title 10 (Zoning Regulations) because the Code allows Digital Freeway Billboards along the State Highway 99.

2. The proposed Conditional Use and the conditions under which it will operate are consistent with the General Plan because digital freeway billboards contribute to economic development through advertising.

3. The proposed conditional use will not be detrimental to public health, safety, or welfare, or materially injurious to uses, properties, or improvements in the vicinity because the digital freeway billboard will be required to meet all applicable Zoning and Building Codes. The Zoning Code includes standards that will address the visual impacts of billboards by limiting the location and level of brightness.
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4. The proposed conditions of approval will ensure compatibility with the surrounding uses because the digital freeway billboard will be required to operate in accordance with the City’s Zoning Code which limits message movement, duration, and brightness.

5. The proposed digital freeway billboard will not create a hazard to vehicular or pedestrian traffic since the sign structure will not disrupt vehicular or pedestrian traffic flow on the site. Additionally, the sign is required to display only static messages and will have to meet brightness level and duration requirements that will minimize distraction to drivers on the highway or nearby streets.

6. The advertising on the digital freeway billboard will conform to the Outdoor Advertising Act in the California Business and Professions Code and other applicable state and federal rules and regulations. The California Department of Transportation requires the applicant to obtain a permit from the Office of Outdoor Advertising.

7. The digital freeway billboard will result in a public benefit to the City in the form of increased aesthetics, safety, and/or economic revitalization efforts for the City's commercial centers through signage. The public benefit outweighs any adverse impacts, such as light pollution or visual impact that might be caused by the advertising display. There is a community benefit from the removal of four non-digital billboards within the City's Sphere of Influence in exchange for the new digital freeway #9..
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billboard, and through the provision of community advertising on the proposed digital billboard.

BE IT FURTHER RESOLVED by the Council that the Conditional Use Permit for a new digital freeway billboard at 2024 W. Orangeburg Avenue is approved subject to the following conditions:

1. All development shall conform to the plans from Outfront Media Labeled “Site Plan for Outfront Media Inc 2024 West Orangeburg Ave” stamped and approved by the City Council.

2. The digital freeway billboard shall be located and operated in conformance with all requirements and limitations outlined in Section 10-

6.108(f)(3)(iii) of the Modesto Municipal Code.

3. The Operating Agreement between the City of Modesto and Outfront Media for the digital freeway billboard at 2024 W. Orangeburg Avenue shall be executed prior to the issuance of a building permit. The removal of the four billboards identified in the Operating Agreement shall be completed prior to the building permit being finalized.

4. Outfront Media shall obtain a permit from the California Department of Transportation Office of Outdoor Advertising prior to the issuance of a building permit.
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5. All existing underground and aboveground utilities, irrigation, and electrical lines shall be protected, relocated, or removed as required by the City Engineer or designee.

6. The property owner and developer shall, at their sole expense, defend, with counsel selected be the City, indemnify and hold harmless the City of Modesto, its agents, officers, directors and employees, from and against all claims, actions, damages, losses, or expenses of every type and description, including but not limited to payment of attorneys’ fees and costs, by reason of, or arising out of, this development approval. The obligation to defend, indemnify and hold harmless shall include but is not limited to any action to arbitrate, attack, review, set aside, void or annul this development approval on any grounds whatsoever. The City of Modesto shall promptly notify the developer of any such claim, action, or proceeding.

Failure to comply with any of the above conditions is unlawful and will constitute grounds for revocation of the Conditional Use Permit.
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The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 11th day of March, 2025, by Councilmember , who moved its adoption, which motion being duly seconded by Councilmember , was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST: ________________________
Diane Nayares-Perez, City Clerk
(SEAL)
APPROVED AS TO FORM:

By: ______________________________________
JOSE M. SANCHEZ, City Attorney
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DIGITAL FREEWAY BILLBOARD OPERATING AGREEMENT BY AND BETWEEN

CITY OF MODESTO AND OUTFRONT MEDIA LLC
This Operating Agreement for a Digital Freeway Billboard (hereinafter “Agreement”), dated [Month][Day], 2025 by and between the City of Modesto (the “City”), a California municipal corporation and Outfront Media LLC (“Outfront Media”), a Delaware corporation.

RECITALS

1. Background. Modesto Municipal Code section 10-6.108, after all required notices and public hearing, allows for the City to enter into an Operating Agreement to allow for a Digital Freeway Billboard under certain circumstances; including the permanent removal of preexisting billboards from within the City. Outfront Media has applied for approval to install one (1) monopole Digital Freeway Billboard with two 14’ x 48’ digital sign faces on the real property leased by Outfront Media from Jose Salgado and Alicia Saavedra and located at 2024 W Orangeburg Avenue, Modesto 95350, as further described on Schedule 1, Exhibit B-1 (the “Property”).

2. Applicant. Outfront Media is an outdoor-advertising company that has extensive experience in successfully installing, operating, and maintaining traditional and digital billboards throughout the United States. Outfront Media has contracted with the owners of the Property for the purpose of installing, operating, and maintaining Outfront Media’s Digital Freeway Billboard, and it has the requisite resources and expertise to do so successfully.

3. Legal Framework. For the reasons recited herein, the City has determined that the construction and operation of Outfront Media’s proposed outdoor advertising display on the Property is a development for which this Agreement is appropriate and is specifically permitted and encouraged by §§ 5412 and 5443.5 of the California Outdoor Advertising Act (Bus. and Prof. Code § 5200 et seq. and Modesto Municipal Code section 10-6.108).

4. Public Benefit. City finds that a substantial public benefit will accrue to City by reason of Outfront Media’s outdoor advertising display, which will add value to the community by enabling City to market City projects, programs and other City activities for the benefit of the City and its businesses and residents. In addition the City finds that an additional substantial public benefit will accrue to the City by reason of Outfront Media removing presently existing billboards as a material condition of this Agreement for a Digital Freeway Billboard. In addition the City finds that an additional substantial public benefit will accrue to the City by reason of Outfront Media contributing 1% of gross receipts from the subject billboard to the City for enhancing levels of service and supporting the City’s effort to beautify public spaces as a material condition of this Agreement for a Digital Freeway Billboard. In exchange for providing these public benefits, Outfront Media receives assurance that it may proceed with the construction and operation of Outfront Media’s outdoor advertising display and the project in accordance with ordinances, resolutions and regulations existing as of the date of this #9..
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Agreement, subject only to the terms and conditions contained herein and contained in any permits issued pursuant to this project.

NOW, THEREFORE, in consideration of mutual promises, conditions, and covenants hereinafter set forth, the Parties agree as follows:

AGREEMENT

1. Incorporation of Recitals. The Preamble, the Recitals, and all defined terms set forth in both, are hereby incorporated into this Agreement as if set forth herein in full.

2. Definitions. This section defines the terms: “Agreement Year,” “Business Day,” “Caltrans,” “Caltrans Permits,” “City Permits,” “Commencement Date,” “Digital Freeway Billboard,” “Digital Display Area,” “Effective Date,” “Include,” “Operational,” “Obstruction,” “Site,” “Sign Structure,” and “Term.” Other terms are defined elsewhere in this Agreement. (a) “Agreement Year” means one of the consecutive 12-month periods during the Term. The first Agreement Year begins on the Effective Date.
(b) “Business Day” means any day the City’s main offices located at 1010 10th Street, Modesto, CA 95354 are open to the public.
(c) “Caltrans” means the California Department of Transportation. (d) “Caltrans Permits” means all permits and approvals that Outfront Media must obtain from Caltrans to install, operate, and maintain the Digital Freeway Billboard in accordance with this Agreement.
(e) “City Permits” means all building permits, conditional use permits, zoning amendments, operating agreements, and other permits, entitlements, and agreements that the City, acting in its governmental capacity, must issue or approve for Outfront Media to install, operate, and maintain the Digital Freeway Billboard in accordance with this Agreement. (f) “Commencement Date” means the date as of which both of the following have occurred:
(1) the City has finally approved the Plans (defined in Section 6(a)); and, (2) Outfront Media has received all necessary governmental permits and approvals for the Digital Freeway Billboard, including the Caltrans Permits and the City Permits. (g) “Digital Freeway Billboard” means an off-site outdoor advertising sign, including all above-ground supporting structures, with one or more digital display areas. A Digital Freeway Billboard may be internally or externally illuminated. Digital Freeway Billboards are always considered off-site signs and are regulated as such. Outfront Media will install and operate the Digital Freeway Billboard on the Site in accordance with the criteria set forth in Schedule 1, Exhibit A to this Agreement.
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(h) “Digital Display Area” means the portion of the Digital Freeway Billboard that consists of the digital display areas used for general commercial advertising. The Digital Display Area is more particularly described in Schedule 1, Exhibit B-2. (i) “Effective Date” means the date as of which both the City and Outfront Media have signed this Agreement, as indicated by the dates in the signature blocks below. (j) “Include” and its variants are not restrictive. For example, “includes” means “includes but not limited to,” and “including” means “including but not limited to.” (k) “Operational” means the Digital Freeway Billboard is capable, legally and functionally, of displaying digital advertising on the Digital Display Area. (l) “Obstruction” means any structure, sound wall, communications antennae, tree, or vegetation on City owned or controlled property within 1,000 feet of the Digital Freeway Billboard and obstructs the view of the Digital Display Areas from the viewing public on Highway 99.
(m) “Site” means the portion of the Property located in the City upon which the Digital Freeway Billboard is installed. The Site is more particularly described in Schedule 1, Exhibit B-1.
(n) “Sign Structure” means the portion of the Digital Freeway Billboard other than the Digital Display Area, including but not limited to supporting pole(s), display frame and all ancillary equipment and utilities installed on the sign Site. The Sign Structure as improved with Digital Display Area is more particularly described in Schedule 1, Exhibit B-2. If the site currently does not have a Sign Structure, the term “Sign Structure” shall mean all supporting pole(s), display frame and ancillary equipment and above-ground utilities installed on the Site.
(o) “Term” means the entire time this Agreement is in effect, as specified in Section 3.

3. Term of Agreement.
(a) Term. The “Term” of this Agreement consists of two phases:
(1) The “Development Phase,” which begins on the Effective Date and ends when the Digital Freeway Billboard becomes Operational.
(2) The “Operations Phase,” with regard to the Digital Freeway Billboard begins at the end of the Development Phase and ends when such Digital Freeway Billboard is removed or after a twenty-five (25) year period following the conclusion of the Development Phase, whichever occurs first. The Agreement is automatically renewed for an additional 25-year Term unless written notice is given by either #9..
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party to the other party 60 days prior to expiration of the initial Term expressing the party’s intent to terminate this Agreement.

4. Consideration. As consideration for the rights and benefits it enjoys under this Agreement, including the contemplated use during the Term, Outfront Media shall do all of the following:
(a) Removal of Existing Outfront Media Signs. At no cost to the City, Outfront Media shall remove the “Existing Signs” identified in Schedule 1, attached to this Agreement and incorporated by reference herein according to the schedule set forth in Schedule 1, subject to the following:
(1) Outfront Media hereby waives any rights it may have to compensation for the Existing Signs under federal, state, or local law, including the Highway Beautification Act of 1965 (23 United States Code section 131) and the Outdoor Advertising Act (California Business and Professions Code section 5200 and following) for removal of the Existing Signs in accordance with this Agreement. (2) Outfront Media’s commitment to remove the Existing Signs according to the schedule set forth in Schedule 1 is a material provision of this Agreement. Outfront Media is not entitled to replace the Existing Signs once they are removed. (b) Dedicated “Click”. During the Term of this Agreement, to the extent permissible under applicable laws, rules and regulations, Outfront Media shall display advertisements promoting City -sponsored events and activities that meet the following criteria: (1) the event or activity must be held on City property; (2), the City must participate in an official capacity in the planning, preparation or promotion of the event or activity; and (3) the City must be an official sponsor (the “City Copy”) on one 8-second digital display spot on the Digital Freeway Billboard after each 8-spot digital loop (the “Display Time”) provided that: (i) all proposed City Copy is submitted to Outfront Media not less than five (5) business days prior to the date on which the City Copy is proposed to be displayed on the Digital Freeway Billboard (the “Copy Submission Deadline”); (ii) all digital artwork is consistent with the quality of material to be posted on the Digital Freeway Billboard; and (iii) City pays for all digital production costs associated with the City Copy. In no event shall City be permitted to give, sell, trade, barter or exchange the Display Time to any third party. Such act shall be deemed a material breach of this Agreement and City shall automatically forfeit its right to any further Display Time on the Digital Freeway Billboard.

City represents and warrants that all copy, content and materials supplied by City to Outfront Media for display under this Agreement (i) are owned or duly licensed by City and do not infringe or misappropriate the rights of any other person or entity, (ii) comply with all applicable federal, state, and local laws, rules and regulations and any industry codes or rules by which City and/or Outfront Media may be bound and do not contain any obscene, libelous, slanderous or otherwise defamatory materials or refer in an offensive manner to the gender, race or ethnicity of any individual or group; (iii) are accurate and that all claims contained therein have been substantiated; and (iv) do not infringe upon #9..
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any copyright, trademark or other intellectual property or privacy right of any third party.

The advertisement to be shown during this “click” is separate from the Amber Alert and emergency public service notifications required by 6(i) of this agreement. (c) Contribution of 1% of Gross Receipts. Outfront Media agrees to contribute 1% of its gross receipts derived from advertising operations of the sign governed under this operating agreement each year. Such payment will begin 1 year from the first day, of the first month, following the erection and activation of the sign, such that operating years will align with the City’s fiscal year from July 1st to June 30th with the first anniversary payment to be prorated as necessary. Contributions shall be calculated and paid on an annual basis based on operations from July 1st to June 30th. Payments must be made to the City's finance department no later than forty-five (45) days following the end of the fiscal year (August 15th of each year). Outfront Media shall provide detailed annual financial reports to the City, demonstrating the calculation of gross receipts and the corresponding contribution amount. These reports must be submitted concurrently with the annual payments. The City agrees to allocate the contributions received from Outfront Media towards community development projects, public services, or other initiatives that benefit the residents and businesses within the City. Specific allocation of funds shall be determined by the City Council or an appointed committee. The City reserves the right to audit Outfront Media's financial records pertaining to its operations within the City to ensure compliance with this contribution clause. Outfront Media agrees to cooperate fully with any such audits and provide access to relevant financial documents and records upon request. In the event of non-compliance with the contribution requirements, Outfront Media shall be subject to penalties as determined by the City, which may include late fees, interest charges, or other remedial actions deemed appropriate by the City.

5. Use of Site.
(a) Exclusive Uses. Except as otherwise provided herein, Outfront Media has the exclusive right to display outdoor advertising on the Site, in digital formats. In addition, the City shall not authorize any off-site outdoor advertising on any City-owned or City-controlled property if the outdoor advertising would be within 1,000 feet of the Digital Freeway Billboard. Outfront Media’s exclusive right to conduct outdoor advertising on the Site includes the following:
(1) Installing, erecting, maintaining, operating, improving, supplementing, posting, painting, illuminating, repairing, repositioning, adding, changing and maintaining equipment required to maintain communications with the Digital Freeway Billboard repositioning (with the City’s consent) during the term of this Agreement. (2) Removing the Digital Display Area and all associated equipment on or from the site when this Agreement terminates, as provided in Section 6(m). #9..
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(3) Licensing the use of the Digital Freeway Billboard, or any portion of it, for any lawful purpose related to outdoor advertising.
(4) All rights to operate the sign faces as Digital Display Areas. (b) Unobstructed Use.
(1) The City shall not allow the following (an “Obstruction”):
(A) On any City-owned or City-controlled real property within 1,000 feet of the Digital Freeway Billboard any structure, sound wall, communications antennae, tree, or vegetation that obstructs the view of the Digital Display Areas from the viewing public on Highway 99.
(2) If Outfront Media notifies the City in writing that an Obstruction exists, and if the City authorized or actively caused the Obstruction, then the City shall remove or remedy the Obstruction at its own cost within 30 days after receiving the notice. If the City fails to remove the Obstruction within 30 days after receiving the notice, then Outfront Media may remove the Obstruction at the City’s expense after coordinating with the City’s Public Works Department, which coordination shall include, at a minimum, review and approval of Outfront Media’s plans to remove the Obstruction prior to Outfront Media commencing work. (3) If Outfront Media notifies the City in writing that an Obstruction exists, and if the City did not authorize or actively cause the Obstruction, then the City may remove or remedy the Obstruction at its own cost within 30 days after receiving the notice.

If the City does not remove or remedy the Obstruction within the 30 days, then, at no cost to the City, and after coordinating with the City’s Public Works Department, which coordination shall include, at a minimum, review and approval of Outfront Media’s plans to remove the Obstruction prior to Outfront Media commencing work.
(4) The City is not obligated to remove or seek removal of visual obstructions on private property. Furthermore, this Agreement does not, and cannot authorize Outfront Media to remove visual obstructions from private property. (5) Outfront Media’s exercise of its rights under this Section 5(b) are in addition to any other remedies it may have under this Agreement.

6. Installation and Operation of a Digital Freeway Billboard.

Outfront Media shall install and operate the Digital Display Area on the Sign Structure in accordance with this Section 6 and consistent with Section 5, all at no cost to the City. #9..
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(a) Plans and Specifications. At no cost to the City, Outfront Media shall prepare complete plans and specifications for the Digital Freeway Billboard, working closely with the City to develop plans and specifications that are mutually acceptable (the “Plans”). Outfront Media shall submit the Plans to the City for final approval, which the City shall not unreasonably withhold.
(b) Caltrans Permits. As soon as practicable after the Effective Date, Outfront Media shall apply to Caltrans for all Caltrans Permits, and the City shall cooperate with Outfront Media in that effort, including the completion of any Caltrans forms. All Caltrans Permits are to be obtained and secured for Outfront Media’s sole benefit and are to be issued in Outfront Media’s name. Outfront Media shall perform all obligations under the Caltrans Permits at no cost to the City.
(c) City Permits. The City shall diligently process Outfront Media’s applications for all City Permits. This Agreement does not commit the City in advance to approve the City Permits; and this Agreement does not constrain the City’s discretion, acting as a government, with respect to the City Permits specifically or to the Digital Freeway Billboard generally.
(d) Installation. Outfront Media shall begin installing the Digital Display Area as soon as practicable after the Commencement Date and shall diligently pursue installation to completion without unnecessary interruption. Outfront Media will be excused, however, for any delays in beginning or completing installation that are caused by a Force Majeure Event, as defined in Section 9(d)(1). Outfront Media shall use reasonable diligence to avoid such delays and to resume work as promptly as possible after such a delay. (e) Ownership. Outfront Media will be and shall remain the owner of the Digital Freeway Billboard and all permits and authorizations that relate to it, including but not limited to the City Permits and the Caltrans Permits.
(f) Maintenance. At no cost to the City, Outfront Media shall maintain the Sign Structure and shall maintain and repair the Digital Freeway Billboard in accordance with the standards of the outdoor-advertising industry. Outfront Media’s maintenance obligation under this Section 6(f) includes the obligation to remove any graffiti from the Sign Structure and the Digital Freeway Billboard within three (3) business days of being notified of the graffiti by the City. The City is not obligated to maintain the Sign Structure or to maintain or repair the Digital Freeway Billboard. (g) Damage or Destruction. This Agreement will continue in full effect if any of the Digital Freeway Billboard is damaged and such damage amounts to less than material damage, as defined in Section 6(h) below. Outfront Media shall promptly repair the Digital Freeway Billboard, and Outfront Media shall promptly apply for, and diligently pursue the issuance of, any permits or approvals it needs to repair or replace the Digital Freeway Billboard. Within 30 days after obtaining the City Permits, all other necessary permits and #9..
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approvals, and all parts and components, Outfront Media shall begin work to repair or replace the Digital Freeway Billboard. Outfront Media shall complete the work within 180 days after the work begins. If Outfront Media elects, under this Section 6(g), not to repair or replace the Digital Freeway Billboard then Outfront Media shall notify the City in writing of its election and shall remove the Digital Freeway Billboard and restore the Site in accordance with Section 6(m).
(h) Utilities. At no cost to the City, Outfront Media shall provide and pay for all utility connections, utility equipment, and utility service required to install, operate, maintain, repair, improve, or reposition the Digital Freeway Billboard. In the event electrical power becomes unavailable, for whatever reason, Outfront Media may remove the Digital Display Area and operate its Sign Structure with traditional faces. (i) Amber Alerts and Public-Service Messages. During all periods when Digital Display Areas are Operational on the Digital Freeway Billboard, Outfront Media shall make the Digital Display Area available to the appropriate governmental agencies for the purpose of displaying “Amber Alert” messages in accordance with the Amber Alert Guidelines set forth in Schedule 1, Exhibit C to this Agreement. In addition, Outfront Media shall allow the Digital Display Area to be available to the City, and to other government agencies without cost, on a space-available basis determined by Outfront Media, for the purpose of displaying emergency-disaster communications. The City’s messages must meet Outfront Media’s graphics-arts standards so that the messages are “camera ready,” at no cost to Outfront Media. All copy will be subject to Outfront Media’s standard advertising copy rejection and removal policies which allow Outfront Media the right in Outfront Media’s sole discretion to approve or disapprove a copy and remove a copy once posted or displayed. (j) Future technologies. The technology currently being deployed for the Digital Freeway Billboard is LED (light emitting diode), but there may be alternate, preferred or superior technology available in the future. Outfront Media is authorized to change the Digital Freeway Billboard to any other technology that operates under the maximum brightness standards set forth in Section 6(k) of this Agreement. The City shall expedite any required approvals for technology that is superior in energy efficiency over previous generations or types.
(k) Illumination Standards. Digital Freeway Billboard illumination is expressly permitted when in compliance with all applicable rules and regulations (see Section 6(n) below) and when operated within these standards, Digital Freeway Billboards:
(1) Shall not operate at brightness levels of more than 0.3 foot candles above ambient light, as measured using a foot candle meter at a pre-set distance. (2) Distance to measure the foot candles impact shall be measured from a distance of 250 ft. for a sign with a nominal face size of 14’ x 48’. #9..
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(3) Each Digital Display Area must have a light sensing device that will adjust the brightness as ambient light conditions change.
(l) Removal of Digital Freeway Sign. When the Term ends, whether it expires as scheduled or is terminated early, Outfront Media shall promptly apply for, and diligently pursue the issuance of, at no cost to the City, any permits or approvals it needs to remove the Digital Freeway Billboard, including the Digital Display Area and all above-ground sign structures and supports. Within 120 days after obtaining the necessary permits and approvals, Outfront Media shall remove the Digital Freeway Billboard and all above-ground sign structures and supports and restore the site to the pre-Agreement condition, all at no cost to the City. Outfront Media shall not be required to remove the below-grade portions of the Sign Structure. Following termination of this Agreement but prior to removal of the Digital Freeway Billboard, Outfront Media shall not display digital advertising on the Digital Display Area. The obligations contained within this Section 6(l) shall survive termination of this Agreement.
(m) Compliance with Laws; Waiver of Compensation. During the Term and while removing the Digital Freeway Billboard after the Term in accordance with Section 6(l), Outfront Media shall do the following at no cost to the City: comply with all valid and applicable statutes, ordinances, regulations, rules, and orders that concern the Digital Freeway Billboard and are enacted or issued by any federal, state, or local governmental entity with jurisdiction over the Digital Freeway Billboard (including the City) whether enacted or issued before, on, or after the Effective Date including but not limited to sections 5403, 5402, 5405, 5408 and 5408.1 of the California Outdoor Advertising Act. Notwithstanding the foregoing, nothing herein shall be deemed to negate, void, or diminish (i) any claim Outfront Media may have for just compensation as a result of any governmental action that results in the taking of its property or (ii) the right of Outfront Media to avail itself of all remedies available to Outfront Media under state or federal law to maintain its Digital Freeway Billboard.

7. Early Termination.
(a) City’s Termination Rights. Without prejudice to its other remedies at law or in equity, the City may terminate this Agreement, at any time and in its sole discretion, effective 30 days after the City gives Outfront Media written notice of termination, if any of the following circumstances occurs:
(1) Outfront Media breaches its obligation to perform in accordance with any material provision of this Agreement and: (A) does not cure the breach within 30 days after the City serves it with a written notice of breach or, if the breach cannot reasonably be cured within 30 days; (B), does not begin work on a cure within 30 days after the City serves it with a written notice of breach and diligently pursue the cure to completion within ninety (90) days after work begins. The parties can agree to extend the time period to cure the breach by mutual written agreement. The #9..
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express designation in this Agreement of a provision as “material” does not imply that other provisions are not material.
(2) Outfront Media initiates legal challenge to the validity of this Agreement or its authorizing ordinance provided that this subsection shall not prevent Outfront Media from enforcing this Agreement and the parties’ obligations hereunder. (b) Outfront Media’s Termination Rights. Without prejudice to its other remedies at law or in equity, including the right to seek just compensation under the laws of eminent domain as described in Section 9, Outfront Media may terminate this Agreement, at any time and in its sole discretion, effective 30 days after Outfront Media gives the City written notice of termination, if any of the following circumstances occurs:
(1) The view of the Digital Display Area from the adjacent portion of Highway 99 is obstructed by an Obstruction on City-owned or City-controlled real property, and Outfront Media did not cause the Obstruction and the City has failed to adhere to its obligations under Section 5(b) following proper notice by Outfront Media. Materially obstructed shall mean at least one-half of the displayed area is obstructed. (2) Outfront Media cannot safely use the Site to install, operate, maintain, repair, or improve the Digital Freeway Billboard because of a non-remediable or costly condition, and Outfront Media did not cause the condition. (3) There is a material diversion of traffic from, or a material reduction or change in the directional flow of traffic on, the portion of Highway 99 adjacent to the Site, and the diversion or disruption continues uninterrupted for at least 30 consecutive days (4) Outfront Media cannot obtain or maintain any governmental permits, licenses or approvals required to install, operate, maintain, repair, or improve the Digital Freeway Billboard, including but not limited to the Caltrans Permits and/or the City Permits.
(5) Use of the Digital Freeway Billboard for its intended purpose is prevented or limited by law, or Outfront Media is required by any court or other governmental entity, for reasons other than eminent domain, to remove the Digital Freeway Billboard from the Site.
(6) The Digital Freeway Billboard is materially damaged or destroyed and Outfront Media elects not to repair or replace the Digital Display Area. Materially damaged or destroyed shall mean at least one-half of the Digital Display Area is damaged or destroyed such that at least one-half of it is fully inoperable. #9..
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(c) City’s and Outfront Media’s Additional Termination Rights. Without prejudice to their other remedies at law or in equity, either party may terminate this Agreement if the other party (and/or, for Outfront Media, its parent company). (1) Has an order for relief entered with respect to it, commences a voluntary case, or has an involuntary case filed against it under any applicable bankruptcy, insolvency, or other similar law then in effect, and the order or case is not stayed, withdrawn, or settled within 60 days after it is entered, commenced, or filed (11 U.S.C. § 365(e)(2)(A), as amended, or any successor statute); or (2) Files for reorganization, becomes insolvent, or has a receiver or other officer with similar powers appointed for its affairs in any court with jurisdiction, whether or not with its consent (unless dismissed, bonded, or discharged within 60 days after appointment).

8. Briggsmore-Carpenter Interchange Project.
(a) The parties jointly acknowledge that the City and the California Department of Transportation (“Caltrans”) are in the early stages of planning a highway improvement project known as the Briggsmore-Carpenter Interchange Project. While planning for the Briggsmore-Carpenter Interchange Project has not reached the level of detailed site plans, the parties jointly acknowledge that implementation of the Briggsmore-Carpenter Interchange Project may ultimately require relocation of the Digital Freeway Billboard contemplated by this Agreement.
(b) If relocation of the Digital Freeway Billboard is required to accommodate the BriggsmoreCarpenter Interchange Project within five (5) years of the initial date of Operation of the Digital Freeway Billboard, and if this Agreement is still in effect, the City agrees to reimburse Outfront Media up to $100,000 of the actual costs of relocating the Digital Freeway Billboard to another location within the Property. If relocation of the Digital Freeway Billboard is required to accommodate the Briggsmore-Carpenter Interchange Project at any time more than five (5) years after the initial date of Operation of the Digital Freeway Billboard, Outfront Media will bear the costs of relocating the Digital Freeway Billboard.
(c) If relocation of the Digital Freeway Billboard is required at any time to accommodate the Briggsmore-Carpenter Interchange Project, and if this Agreement is still in effect, the City agrees to waive any fees required for new or amended City permits necessary to accommodate the relocation of the Digital Freeway Billboard. (d) In light of the consideration provided by the City noted above, Outfront Media waives its rights to seek pre-condemnation damages, condemnation damages, or any other relief arising in inverse condemnation under the United States Constitution or California Constitution relating to the relocation of the Digital Freeway Billboard as a result of #9..
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implementation of the Briggsmore-Carpenter Interchange Project. This waiver of compensation shall apply solely to pre-condemnation damages and/or condemnation damages arising out of the Briggsmore-Carpenter Interchange Project.

9. Indemnification.
(a) Definitions. The following definitions apply to this Section 8:
(1) “Person” is to be interpreted broadly. It includes not just third persons but also Outfront Media and Outfront Media’s directors, officers, employees, contractors, and agents; and the City and the City’s elected officials, officers, employees, contractors, and agents.
(2) “Liabilities” means all liabilities, claims, demands, damages, and costs (including reasonable attorneys’ fees and litigation costs through final resolution on appeal) that arise directly or indirectly from Outfront Media’s possession or use of the Site. (3) “Occurrence” means: (A) the death of, or injury to, any Person; and (B) damage to, or destruction of, any real property, personal property. (b) General Indemnity. Outfront Media shall indemnify, defend (with attorneys reasonably acceptable to the City), protect, and hold the City harmless from and against all Liabilities that arise directly or indirectly from Outfront Media’s possession or use of the Site.

Outfront Media is obligated under this Section 8(b) even if the City or the City’s elected officials, officers, employees, contractors, or agents reviewed, accepted, or approved the work, materials, or activities from which the Liabilities arise. But Outfront Media is not obligated under this Section 8(b) to the extent the Liabilities are caused by the active negligence or willful misconduct of the City or the City’s elected officials, officers, employees, contractors, or agents. Outfront Media’s obligation under this Section 8 (b) includes Liabilities arising from any of the following:
(1) Any Occurrence on the Site, but only to the extent caused by Outfront Media’s acts or omissions.
(2) Any Occurrence that is in any way connected with any of Outfront Media’s personal property on the Site.
(3) Any Occurrence caused or allegedly caused by (A) any condition of the Site created by Outfront Media or by any Person on the Site with Outfront Media’s permission; or (B) some act or omission on the Site by Outfront Media or by any Person on the Site with Outfront Media’s permission.
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Agreement for Digital Freeway Billboard: Page 13 of 23
(4) Any Occurrence caused by, or related in any way to, work or activities performed on the Site or materials furnished to the Site at the request of Outfront Media or any Person or entity acting for Outfront Media or with Outfront Media’s permission. (5) Any Occurrence that is caused by, or related in any way to the content displayed on the Digital Display Area.
(6) Outfront Media’s failure to perform any material provision of this Agreement, to comply with any requirement of law applicable to Outfront Media in connection with the Digital Freeway Billboard, or to fulfill any requirement imposed by any governmental entity (including the City when acting as a government) on Outfront Media in connection with the Digital Freeway Billboard or Outfront Media’s use of the Site.
(c) Legal Challenges. Outfront Media shall indemnify, defend with attorneys selected by the City, protect, and hold harmless the City and the City’s elected officials, officers, and employees (“Agents”) in any litigation to attack, set aside, void or annul an approval by the City or its Agents concerning the Digital Freeway Billboard (collectively, a “Claim”” including litigation based on the California Environmental Quality Act) brought to challenge the validity of this Agreement, the validity of the City Permits or the Caltrans Permits, or the validity of the City ordinances that authorize the installation and Operation of the Digital Freeway Billboard on the site. Outfront Media’s obligation to indemnify under this Section 7(c) includes liability for attorneys’ fees awarded to a party who successfully challenges the validity of this Agreement, of the City Permits, or the Caltrans Permits, or of any authorizing ordinance. If such a Claim is brought, the parties shall promptly notify the other party of such Claim and each party shall cooperate with the efforts of the Outfront Media to defend such Claim. The City will not voluntarily assist the opposing party in any such Claim or take any position adverse to Outfront Media in connection with such Claim. Nothing in this paragraph shall obligate the City to defend any Claim and the City shall not be required to pay or perform any settlement arising from any such Claim, unless the settlement is approved in writing by the City. (d) Survival. Outfront Media’s obligations under this Section 8 will survive this Agreement.

10. Miscellaneous.
(a) Assignments and SubAgreements. A party may not assign or otherwise transfer this Agreement or any interest in it, and this Agreement is not assignable by operation of law, without the other party’s prior written consent, which the other party shall not withhold, delay, or condition unreasonably. This Agreement remains in effect, and an assignment or transfer of this Agreement does not occur, for purposes of this Section 9(a), if Outfront Media merges with another company, reorganizes its stock, or undergoes a similar corporate restructuring, or if Outfront Media sells any of its assets or stock. An assignment or transfer made contrary to this Section 9(a) is void. #9..
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Agreement for Digital Freeway Billboard: Page 14 of 23
(b) Successors and Assigns. This Agreement binds and inures to the benefit of the successors and permitted assigns of the parties. This Section 9(b) does not constitute the City’s consent to any assignment of this Agreement or any interest in the Agreement. (c) Notices. Any notice or other communication under this Agreement must be in writing and will be considered properly given and effective only when mailed or delivered in the manner provided by this Section 9(c) to the persons identified below. A mailed notice or other communication will be effective or will be considered to have been given on the third day after it is deposited in the United States Mail (certified mail and return receipt requested), addressed as set forth below, with postage prepaid. A notice or other communication sent in any other manner will be effective or will be considered properly given when actually delivered. A party may change its address for these purposes by giving written notice of the change to the other party in the manner provided in this Section 9(c).

If to the City:

City of Modesto
Community and Economic Development
Department/Planning Division
1010 10th Street, Suite 3300
Modesto, CA 95354
Attention: Community and Economic
Development Director
If to Outfront Media:

Outfront Media LLC
1731 Workman St. S,
Los Angeles, CA 90031
Attention: VP Real Estate
With a copy to:

Outfront Media LLC
405 Lexington Avenue
New York, NY 10174
Attn: General Counsel
(d) Force Majeure.
(1) “Force Majeure Event” means a cause of delay that is not the fault of the party who is required to perform under this Agreement and is beyond that party’s reasonable control, including the elements (such as floods, earthquakes, windstorms, and unusually severe weather), fire, energy shortages or rationing, riots, acts of terrorism, war or war-defense conditions, acts of any public enemy, epidemics, the actions or inactions of any governmental entity (excluding the City) or that entity’s agents, litigation, labor shortages (including shortages caused by strikes or walkouts), and materials shortages.
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Agreement for Digital Freeway Billboard: Page 15 of 23
(2) Except as otherwise expressly provided in this Agreement, if the performance of any act required by this Agreement to be performed by either the City or Outfront Media is prevented or delayed because of a Force Majeure Event, then the time for performance will be extended for a period equivalent to the period of delay, and performance of the act during the period of delay will be excused. (e) Waiver of Breach. A party’s failure to insist on strict performance of this Agreement or to exercise any right or remedy upon the other party’s breach of this Agreement will not constitute a waiver of the performance, right, or remedy. A party’s waiver of the other party’s breach of any provision in this Agreement will not constitute a continuing waiver or a waiver of any subsequent breach of the same or any other provision. A waiver is binding only if set forth in writing and signed by the waiving party. (f) Relationship of the Parties. This Agreement does not create any relationship or association between the City and Outfront Media. For example, and without limiting the previous sentence, this Agreement does not create between the City and Outfront Media the relationship of principal and agent, nor does it create a partnership or joint venture. (g) Attorneys’ Fees. The party prevailing in any litigation concerning this Agreement, the Site, or any improvements to the Site (including the Digital Freeway Billboard) will be entitled to an award by the court of reasonable attorneys’ fees and litigation costs through final resolution on appeal in addition to any other relief that may be granted in the litigation.

If the City is the prevailing party, then this Section 9(g) will apply whether the City is represented in the litigation by the Office of the City Attorney or by outside counsel. (h) Severability. If a court with jurisdiction holds any nonmaterial provision of this Agreement to be invalid, void, or unenforceable, then the remaining provisions will remain in full force.
(i) Counterparts. The parties may execute this Agreement in counterparts, each of which will be considered an original, but all of which will constitute the same Agreement. (j) Further Assurances. Each party shall execute all additional documents or instruments and take all necessary action that either party reasonably considers necessary to carry out the proper purposes of this Agreement.
(k) Time of Essence. Time is of the essence of this Agreement. (l) Interpretation. This Agreement is to be interpreted and applied in accordance with California law without regard to conflict-of-laws principles, except that the rule of interpretation in California Civil Code section 1654 will not apply. Schedule 1 and all Exhibits thereto are part of this Agreement.
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Agreement for Digital Freeway Billboard: Page 16 of 23
(m) Integration and Modification. This Agreement sets forth the parties’ entire understanding regarding the matters addressed. It supersedes all prior or contemporaneous agreements, representations, and negotiations (written, oral, express, or implied) and may be modified only by another written agreement signed by both parties. (Signature Page Follows)
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Agreement for Digital Freeway Billboard: Page 17 of 23
City of Modesto
By: _________________________
Joseph P. Lopez
City Manager
Dated: ____________, 2025
Approved as to Form
Modesto City Attorney
By: ____________________________
[Name]
City Attorney
Outfront Media LLC
By: ____________________________
Bobby Gill
General Manager
Sacramento/Reno Markets
Dated: ____________, 2025
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Agreement for Digital Freeway Sign
City of Modesto and Outfront Media
Agreement for Digital Freeway Sign: Schedule 1
Schedule 1
Existing Signs to be Removed
New Digital Freeway Billboard Existing Signs
Property:

Address: 2024 W Orangeburg Avenue, Modesto CA
95350
APN: 029-036-013
Site: Property as more particularly described on
Exhibit B-1 attached hereto and incorporated
herein.

Outfront Media shall obtain the necessary
permits to remove these Existing Signs before the
Commencement Date for the new Digital
Freeway Billboard and will actually complete
removal of the Existing Signs before commencing
operation of the new Digital Freeway Billboard.

Locations:

APN: 038-021-005-000 in the County of Stanislaus,
State of California.

APN: 038-021-019-000 in the City of Modesto,
County of Stanislaus, State of California.

APN: 029-010-085-000 in the County of Stanislaus,
State of California.

APN: 109-015-072-000 in the City of Modesto,
County of Stanislaus, State of California.
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Agreement for Digital Freeway Billboard
City of Modesto and Outfront Media
Agreement for Digital Freeway Billboard: Exhibit A
Schedule 1 - Exhibit A
Digital Freeway Billboard Operational Requirements
a. Operational Limitations. Digital Freeway Billboard shall display static messages only, and shall not have animation, movement, or the appearance or optical illusion of movement in or on any part of the Sign Structure, design, or pictorial segment of the sign.

Each static message shall not include flashing, scintillating lighting or varying light intensity. b. Minimum display time. Each message on the sign must be displayed for a minimum of eight (8) seconds.
c. Each display must have a light sensing device that will adjust the brightness as ambient light conditions change. The Digital Freeway Billboard shall operate at brightness levels consistent with Section 10-6.108 (f) (1) (ii) j) of the Municipal Code of the City of Modesto.
d. The Digital Freeway Billboard shall be operated with systems and monitoring in place to either turn the display off or show a “full black” image on the display in the event of a malfunction that affects at least fifty percent of the display area. e. The Digital Freeway Billboard shall not be deemed prohibited under any Sections of the Municipal Code of the City of Modesto
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Agreement for Digital Freeway Billboard
City of Modesto and Outfront Media
Schedule 1 - Exhibit B-1
Description of Property
The “Property” means Lots 1 and 2, as shown upon that certain subdivision Map filed March 8, 1966 in Volume 21 of Maps, at Page 42, Stanislaus County Records. Being a portion of the Northwest ¼ of Section 19, Township 3 South, Range 9, East, Mount Diablo Base and Meridian. APN: 029-036-013- 000.
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Agreement for Digital Freeway Billboard
City of Modesto and Outfront Media
Schedule 1 - Exhibit B-1 (cont.)
Description of Site
Schedule 1, Exhibit B-2
Description of Digital Display Area
APN: 029-036-013-000
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Agreement for Digital Freeway Billboard
City of Modesto and Outfront Media
Schedule 1, Exhibit C
Amber Alert Guidelines
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Agreement for Digital Freeway Billboard
City of Modesto and Outfront Media
AMBER alerts are issued by the National Center for Missing and Exploited Children in Washington, DC. For those alerts, Outfront Media and the outdoor advertising industry adhere to these guidelines:

Digital Freeway Billboard advertising will be completely interrupted upon receipt of an AMBER Alert within the affected geographical boundary.

The appropriate AMBER Alert will run uninterrupted for a minimum of one hour preempting all other advertising.

Thereafter, during the two hours immediately following the aforementioned one-hour display of the AMBER Alert, the same alert will be displayed in rotation along with other paid advertisers unless cancelled earlier. After the initial 3 hour display period, any additional posting of the alert shall be based on the situation and availability. #9..
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CUP-24-003

PLANNING COMMISSION
RESOLUTION NO. 2025-01

A RESOLUTION RECOMMENDING TO THE CITY COUNCIL APPROVAL OF

A CONDITIONAL USE PERMIT FOR A DIGITAL FREEWAY BILLBOARD LOCATED AT 2024 W. ORANGEBURG AVE (OUTFRONT MEDIA)
WHEREAS, an application for a Conditional Use Permit for a freeway digital billboard located at 2024 W. Orangeburg Ave., was filed by Outfront Media; and WHEREAS, Section 10-6.108(f)(3) of the Municipal Code authorizes the Planning Commission to review a Conditional Use Permit and provide a recommendation to the City Council for a digital freeway billboard; and
WHEREAS, a public hearing was held by the Planning Commission on January 6, 2025, in Chambers, 1010 Tenth Street, Modesto, California, at which hearing evidence both oral and documentary was received and considered; and WHEREAS, the Planning Commission certifies that it has received and reviewed the Notice of Exemption for the project, which states that the project may be found categorically exempt under CEQA Guidelines Section 15302 (Replacement or Reconstruction). This exemption applies to the replacement of a commercial structure with a new structure that is substantially the same in terms of size, purpose, and capacity. Additionally, the staff has prepared a Notice of Exemption with the reference number EA/C&ED 2024-31.

NOW, THEREFORE, BE IT RESOLVED by the Planning Commission that it hereby finds and determines as follows:

1. The proposed use is consistent with the objectives and requirements of Title 10 (Zoning Regulations) because the code allows digital freeway billboards along the state highway.

2. The proposed use and the conditions under which it will operate are consistent with the General Plan because digital freeway billboards contribute to economic development through advertising.

3. The proposed use will not be detrimental to public health, safety, or welfare, or materially injurious to uses, properties, or improvements in the vicinity because the digital freeway billboard will be required to meet all applicable Zoning and Building Codes and be subject to the mitigation measures of the Operating Agreement. The Zoning Code includes standards that will address the visual impacts of billboards by limiting the location and level of brightness.

7. The proposed use will result in a public benefit to the City in the form of increased aesthetics, safety, and/or economic revitalization efforts for the City's commercial centers through signage. The public benefit outweighs any adverse impacts, such as light pollution or visual impact that might be caused by the advertising display. There is a community benefit that results from the removal of four non-digital billboards within the City's Sphere of Influence in exchange for the new digital freeway billboard, and through the provision of community advertising on the proposed digital freeway billboard.

BE IT FURTHER RESOLVED by the Planning Commission that it recommends to the City Council the approval of a digital freeway billboard at 2024 W. Orangeburg Avenue subject to the following conditions:

1. All development shall conform to the plans from Outfront Media Labeled “Site Plan for Outfront Media Inc 2024 West Orangeburg Ave” stamped and approved by the City Council.

2. The digital freeway billboard shall be located and operated in conformance with all requirements and limitations outlined in Section 10-

6.108(f)(3)(iii) of the Modesto Municipal Code.

4. Outfront Media shall obtain a permit from the California Department of Transportation Office of Outdoor Advertising prior to the issuance of a building permit.

5. All existing underground and aboveground utilities, irrigation, and electrical lines shall be protected, relocated, or removed as required by the City Engineer or designee.

6. The property owner and developer shall, at their sole expense, defend, with counsel selected be the City, indemnify and hold harmless the City of #9..
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Res. No. 2025-01 Page 3
CUP-24-003
Modesto, its agents, officers, directors and employees, from and against all claims, actions, damages, losses, or expenses of every type and description, including but not limited to payment of attorneys’ fees and costs, by reason of, or arising out of, this development approval. The obligation to defend, indemnify and hold harmless shall include but is not limited to any action to arbitrate, attack, review, set aside, void or annul this development approval on any grounds whatsoever. The City of Modesto shall promptly notify the developer of any such claim, action, or proceeding.

Failure to comply with any of the above conditions is unlawful and will constitute grounds for revocation of the conditional use permit.

The foregoing resolution was introduced at the regular meeting of the Planning Commission held on January 27, 2025, by Commissioner Russell, who moved its adoption, which motion was seconded by Commissioner Arroyo , and carried by the following vote:

Ayes: Arroyo, Goriel, Grewal, Hauselmann, Russell
Noes: Black, Shanks

Absent: None
Recused: None
BY ORDER OF THE PLANNING COMMISSION OF THE CITY OF MODESTO.

Original, signed copy on file in CEDD
_____________________________
Tristan Osborn, AICP, Secretary
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Print Form
Notice of Exemption
To: Office of Planning and Research
P.O. Box 3044, Room 113
Sacramento, GA 95812-3044
County Clerk
County of: Stanislaus
Appendix E
From: (Public Agency): City of Modesto
1010 10th Street
Modesto, CA 95354
(Address)
Project Title' EA&C&ED 2024’31 D|G|TAL freewaybillboardlocatedat 2024 w. orangeburg ave (outfront media)Project Applicant: City of ModestoProject Location - Specific:
2024 W. Orangeburg Avenue (APN:029-036-013)
Project Location - City: Modesto Project Location - County: Stanislaus Description of Nature, Purpose and Beneficiaries of Project:

Replacement of an existing billboard for a digital billboard.

Name of Public Agency Approving Project: City of ModestoName of Person or Agency Carrying Out Project: City of Modesto Exempt Status: (check one):

Ministerial (Sec. 21080(b)(1); 15268);
Declared Emergency (Sec. 21080(b)(3); 15269(a));
Emergency Project (Sec. 21080(b)(4); 15269(b)(c));
El Categorical Exemption. State type and section number: Sec- 15302"Replacement or Reconstruction Statutory Exemptions. State code number:

Reasons why project is exempt:

The proposed project may be found categorically exempt under CEQA Guidelines Section 15302 (Replacement or Reconstruction) as the proposed digital billboard would replace an existing billboard.

Lead Agency _ , . _
Contact Person: Edwin Borquez Area Code/Telephone/Extension: (209) 571-5516 Yes
Signature: Title:

If filed by applicant:

1. Attach certified document of exemption finding.

2. Has a Notice pf Exemption,been filed by the public agency approving the project? Signed by Lead Agency Signed by Applicant
Authority cited: Sections 21083 and 21110, Public Resources Code. Date Received for filing at OPR:

Reference: Sections 21108, 21152, and 21152.1, Public Resources Code.

Revised 2011
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Attachment 3.
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

March 11, 2025
Date: January 28, 2025
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Jessica Hill, Director of Community and Economic Development SUBJECT: Formation of Community Facilities District No. 2025-1 (Kiernan Business Park South #2) and Hold Special Election, and Dissolution of Community Facilities District No. 2012-1 (Kiernan Business Park South)
CONTACT: Edgar Garcia, Community Development Manager,
[email protected], 209-577-5211
DESCRIPTION:

Hearing to consider establishing City of Modesto Community Facilities District (CFD) No. 2025-1 (Kiernan Business Park South #2), to replace City of Modesto Community Facilities District No. 2012-1 (Kiernan Business Park South), authorizing the levy of special taxes therein, calling a special election; and declaring the results of the March 11, 2025 special election. (Funding Source: Developer Deposits)
STRATEGIC PLAN ELEMENT:

The recommended action supports the City Council’s 2020-2025 Strategic Plan, Goal D: Provide Safe, Efficient, and Reliable Infrastructure through proactive community investment, maintenance and sustainability efforts.

BACKGROUND:

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

The Kiernan Business Park Specific Plan Area encompasses 614 acres and is comprised of regional commercial, office, medical campus, mixed use, medium high density residential and business park land uses.

The Kiernan Business Park South sub-area (KBP South) is bounded by American Avenue to the east, Dale Road to the west, Pelandale Avenue to the south, and Bangs Avenue to the north, and consists of approximately eighty (80) acres.
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On December 7, 2010, the City Council approved the Facilities Master Plan and Infrastructure Financing Plan for KBP South.

On May 1, 2012, the City established the City of Modesto Community Facilities District No. 2012-1 (Kiernan Business Park South) (“CFD No. 2012-1”) pursuant to the Act. No special taxes have been levied or collected by CFD No. 2012-1.

On September 10, 2020, an application was submitted for an amendment to the Kiernan Business Park Specific Plan, to amend the land use designation of 22.9 acres located north of Healthcare Way and west of Dale Road from Business Park to a new land use designation of Mixed Use 2 (MU2). The new MU2 designation would allow for business park uses as is already permitted by the Specific Plan and Medium High Density Residential uses to a maximum of 550 dwelling units with a minimum density of 15 units per acre, or a mixture of the two uses.

Given the changes in use for the new projects within the CFD, it is recommended to replace CFD No. 2012-1 with a new community facilities district (CFD No. 2025-1) that better reflects the proposed development.

Upon the formation of CFD No. 2025-1 and successful election approving the levy of special taxes, the City Council, as the legislative body of CFD 2012-1, will take action by ordinance to dissolve CFD No. 2012-1 and record a notice of cessation of any special tax lien relating to CFD No. 2012-1.

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). On January 28, 2025, by Resolution No 2025-41 the City adopted the ROI to establish CFD No. 2025-1 (Kiernan Business Park South #2).

While the boundaries of CFD No. 2025-1 will ultimately encompass the entire Kiernan Business Park South area, the boundaries will consist of seven parcels totaling approximately 68.73 acres that will be designated as Improvement Area No. 1 (the “Properties”). The parcels are owned by The Church of Jesus Christ of Latter-Day Saints (LDS), Valley Development Partners, LLC, Wagner Family Properties, L.P., The Bridges Apartments LLC, and Miner Joaquin Building Corporation. The proposed boundary map is provided as Attachment 8.

The facilities to be included are the length of Bangs Ave. from Dale Rd. to American Ave, and includes roundabouts at the corner of Bangs and American Ave, and another roundabout at the corner of Bangs and Bruno Ave. The cost of the facilities also includes land acquisition, engineering design, environmental and traffic studies, and the cost of installation of landscaping and irrigation.

The services to be provided encompass maintenance, repair and replacement of parkways, tree pruning and landscaped medians. A description of the facilities and services are set forth in Attachment 6.
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The project proponents have submitted the appropriate executed forms to the City for the replacement of CFD No. 2012-1 with the formation of CFD No. 2025-1, which include the Request, Consent and Waiver and the Landowner-Voter Ballot. The Request, Consent and Waiver form waives certain noticing and voting requirements, and requests the City execute and record a notice of special tax lien pertaining to the Properties and record such notice within the official records of the County Recorder.

CFD No. 2025-1 will not include any bonding authority. The Rate and Method of Apportionment (RMA) that identifies the maximum special tax rates for the parcel types within CFD No. 2025-1, as well as a description of how the special taxes are calculated and collected, is described in CFD Report (Attachment 7). All seven parcels are requesting to be part CFD No. 2025-1 boundaries and will be subject to levy and collection of the special taxes.

The Annual Maintenance Special Tax is only levied on a parcel after a building permit has been issued for that property (except for single family detached which commences after a final map is recorded). The One-Time Facilities Special Tax is paid prior to issuance of a building permit. The maximum special tax rates for CFD No. 2025-1 are as follows:

Maximum Special Tax Rates Fiscal Year 2024-25
Assessor’s Parcel
Number
Acreage Maximum One-Time
Facilities Special Tax
Fiscal Year 2024-25
Maximum Annual
Maintenance
Special Tax
Fiscal Year 2024-25
078-018-018 1.22 $91,059 $2,323
078-018-031 17.63 $1,315,865 $33,567
078-018-036 2.62 $0 $5,084
078-018-035 11.37 $843,408 $21,515
Resultant Parcel #1
078-018-053

12.44 $929,241 $23,705
Resultant Parcel #2
078-018-054

14.04 $1,047,916 $26,732
Resultant Parcel #3
078-018-055

8.76 $653,828 $16,679
The CFD Administrator will allocate the above maximum taxes to successor parcels as provided in the RMA.

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. In any Fiscal Year, the annual Escalation Factor will be determined on January 1 to 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%).

A public hearing to consider formation of the CFD must be held at least thirty (30) days, and no more than sixty (60) days, following the date of the adoption of the ROI, which was approved by City Council on January 28, 2025 by resolution No 2025-41. The City Council scheduled a public #10..
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hearing to be held for today and will consider a Resolution of Formation (Attachment 1) and a Resolution Calling a Special Election (Attachment 2). The City has received unanimous written consent from all of the owners of the parcels proposed to be included in the CFD to waive certain formal requirements for the special election, which enables the special election to be held immediately after the Resolution of Formation is adopted. The special tax may only be levied if approved by a two-thirds vote of the property owners within the boundaries at a special election scheduled for today. The City Council will consider a Resolution Declaring Results of the Special Election (Attachment 3) and, assuming the special election approves the special tax, the introduction of an Ordinance Authorizing the Levy of the Special Taxes (Attachment 4). The Ordinance will be brought back for a second reading and adoption at the next Council meeting.

Upon formation of CFD No. 2025-1, a successful election and adoption of an ordinance levying the special tax for CFD No. 2025-1, the City Council will consider the introduction of an Ordinance Dissolving CFD No. 2012-1. The authorization for the levy of special taxes for CFD No. 2025-1 shall only be effective once the CFD No. 2012-1 has been dissolved.

FISCAL IMPACT:

The formation of CFD No. 2025-1 is paid by the applicant through a developer deposit. There is no General Fund impact.

COMMITTEE RECOMMENDATION:

This item was presented to the Economic Development Committee on December 2, 2024, and was recommended to forward to the City Council for approval.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution declaring the formation of City of Modesto Community Facilities District No. 2025-1 (Kiernan Business Park South #2), conditionally authorizing the levy of special taxes therein.

Resolution of the City Council of the City of Modesto, California, acting as the legislative body of the City of Modesto Community Facilities District No. 2025-1 (Kiernan Business Park South #2), calling for a special election.

Resolution declaring the results of March 11, 2025, special election and approving certain related actions pertaining to City of Modesto Community Facilities District No. 2025-1 (Kiernan Business Park South #2).

Motion introducing and waiving the first reading of an Ordinance authorizing the levy of special taxes within the City of Modesto held within City of Modesto Community Facilities District No. 2025-1 (Kiernan Business Park South #2).

Motion introducing and waiving the first reading of an Ordinance in connection with City of Modesto Community Facilities District No. 2012-1 (Kiernan Business Park South), authorizing the cessation of the levy of related special taxes and the extinguishment and cancellation of all related liens, and dissolving said Community Facilities District. #10..
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Approved by:

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

1. Resolution- Formation of CFD 2025-1

2. Resolution- Calling a Special Election

3. Resolution- Declaring Results

4. Ordinance- Authorizing Special Taxes for CFD No. 2025-1

5. Ordinance- Dissolving CFD No. 2012-1 (Kiernan Business Park South)

6. List of Facilities and Services

7. Rate and Method of Apportionment

8. Proposed Boundary Map

9. Certificate of City Clerk

10. Concurrence
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03.11.2025/CEDD/EGarcia 1 2025-XXX

MODESTO CITY COUNCIL
RESOLUTION NO. 2025- XXX

RESOLUTION DECLARING THE FORMATION OF CITY OF
MODESTO COMMUNITY FACILITIES DISTRICT NO. 2025-1
(KIERNAN BUSINESS PARK SOUTH #2), CONDITIONALLY

AUTHORIZING THE LEVY OF SPECIAL TAXES THEREIN
WHEREAS, on May 1, 2012, the City established the City of Modesto Community Facilities District No. 2012-1 (Kiernan Business Park South) (“CFD No. 2012-1”) pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (the “Act”); and WHEREAS, on January 28, 2025, pursuant to a petition filed by certain property owners (collectively, the “Petitioners”), this City Council adopted Resolution No. 2025-41 (the “Resolution of Intention”), stating its intention to form City of Modesto Community Facilities District No. 2025-1 (Kiernan Business Park South #2) (the “Community Facilities District”), to replace CFD No. 2012-1, all pursuant to the Act; and WHEREAS, a copy of the Resolution of Intention, setting forth (a) the description of the proposed boundaries of the Community Facilities District for the Community Facilities District, (b) the description of the proposed facilities and services to be financed by the Community Facilities District, (c) the rate and method of apportionment of the annual maintenance special taxes and one-time facilities special tax proposed to be levied within the Community Facilities District, and (d) setting a public hearing to consider this matter, is on file with the City Clerk and is incorporated herein by reference; and WHEREAS, the City Clerk has confirmed that a notice was published and mailed as required by law relative to the intention of the City to form the Community Facilities District at a public hearing to be held on March 11, 2025; and #10..
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03.11.2025/CEDD/EGarcia 2 2025-XXX
WHEREAS, there has been filed with the City Clerk a report containing a description of the facilities and services necessary to meet the needs of the Community Facilities District and an estimate of the cost of such facilities and services as required by Section 53321.5 of the Government Code (the “Report”); and WHEREAS, the City Council has held a public hearing on this same date as required by law to determine whether it should proceed with the formation of the Community Facilities District, and the authorization of the rate and method of apportionment of special taxes to be levied within the Community Facilities District for the purposes described in the aforesaid resolution; and WHEREAS, at said hearing all persons desiring to be heard on all matters pertaining to the Community Facilities District were heard, and a full and fair hearing was held; and
WHEREAS, at the public hearing evidence was presented to the City Council on the matters before it, and there was not precluded by a majority protest of the type described in Government Code Sections 53324 and 53339.6, and the City Council is sufficiently advised as to all matters relating to the formation of the Community Facilities District, and the levy of special taxes; and
WHEREAS, there have been fewer than twelve (12) registered voters residing in the proposed boundaries of the Community Facilities District for the statutory period, and the qualified electors in the Community Facilities District are the landowners the Community Facilities District; and
WHEREAS, on the basis of all of the foregoing, the City Council has determined at this time to proceed with the establishment of the Community Facilities District and to #10..
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03.11.2025/CEDD/EGarcia 3 2025-XXX
call an election therein to authorize (i) the levy of special taxes pursuant to the rate and method of apportionment of special tax, as set forth in the Rate and Method of Apportionment of Special Tax (the “Rate and Method”) attached hereto as Attachment A.

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.

SECTION 2. A community facilities district designated “City of Modesto Community Facilities District No. 2025-1 (Kiernan Business Park South #2)” is hereby established pursuant to the Act. The City Council hereby finds and determines that all prior proceedings taken with respect to the establishment of the Community Facilities District were valid and in conformity with the requirements of law, including the Act. This finding is made in accordance with the provisions of Section 53325.1(b) of the Act.

SECTION 3. The boundaries of the Community Facilities District, are established as shown on the map designated “Map of Proposed Boundaries of the City of Modesto Community Facilities District No. 2025-1 (Kiernan Business Park South #2),” which map is on file in the office of the City Clerk and, pursuant to Sections 3111 and 3113 of the Streets and Highways Code, was recorded in the Book of Maps of Assessment and Community Facilities Districts in the Office of the County Recorder of Stanislaus County in Book No. 7, at Page 39 as Instrument No. DOC-2025-0004541.

SECTION 4. The facilities and services authorized to be paid for 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, as set forth in Appendix A to the Resolution of Intention (the “Facilities and Services”), including all #10..
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03.11.2025/CEDD/EGarcia 4 2025-XXX
costs associated with the creation of the Community Facilities District and administering the Community Facilities District and any debt obligations of the Community Facilities District (collectively, the “Incidental Expenses”). The City Council hereby finds that the Facilities and Services are necessary to meet increased demands put upon the City as a result of the new development within the Community Facilities District.

SECTION 5. It is the intention of the City Council, subject to the approval of the qualified electors within the Community Facilities District, to levy the proposed special taxes at the rates set forth in the Rate and Method on all non-exempt property within the Community Facilities District sufficient to pay for all or a portion of (i) the Facilities, (ii) the Services, and (iii) the Incidental Expenses.

The City expects to incur, and in certain cases has already incurred, Incidental Expenses in connection with the creation of the Community Facilities District, the levying and collecting of the facilities special taxes, the provision of the Services, the completion and inspection of the Facilities and the annual administration of the Community Facilities District. The Rate and Method is described in detail on Attachment A hereto and incorporated herein by this reference, and the City Council hereby finds that the Rate and Method contains sufficient detail to allow each landowner within the Community Facilities District to estimate the maximum amount that may be levied against each parcel. As described in greater detail in the Report, which is incorporated by reference herein, the special taxes are based generally on area of each parcel of real property within the Community Facilities District (except to the extent that certain single family detached lots may be taxed at the same rate regardless of land area) and, accordingly, is hereby determined to be reasonable. The special taxes are apportioned to each parcel on the #10..
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03.11.2025/CEDD/EGarcia 5 2025-XXX
foregoing basis pursuant to Section 53325.3 of the Act, and such special taxes are not on or based upon the ownership of real property.

Under no circumstances shall the special taxes against any parcel used for private residential purposes be increased by more than 10% as a consequence of delinquency or default by the owner of any other parcel or parcels within the Community Facilities District.

The City’s Community Development Manager, located at 1010 Tenth Street, Modesto, California 95353, telephone number (209) 577-5211, will be responsible for preparing annually, or authorizing a designee to prepare, a current roll of special tax levy obligations by assessor’s parcel number and will be responsible for estimating future special tax levies pursuant to Section 53340.2 of the Act.

SECTION 6. 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 taxes specified in the Rate and Method, the City Council shall, on behalf of the Community Facilities District, increase the levy (to the extent necessary and permitted by law and these proceedings) upon the remaining property within the Community Facilities District, which is not exempt in order to prevent the Community Facilities District from defaulting on any of its other obligations or liabilities. The amount of the special taxes will be set in accordance with the Rate and Method.

Pursuant to Section 53340 of the Act, and except as provided in Section 53317.3 of the Act or in the Rate and Method, properties of entities of the state, federal, and local governments shall be exempt from the levy of the special taxes. #10..
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03.11.2025/CEDD/EGarcia 6 2025-XXX
SECTION 7. Upon recordation of a notice of special tax lien pursuant to Section 3114.5 of the Streets and Highways Code, a continuing lien to secure each levy of the special taxes shall attach to all non-exempt real property in the Community Facilities District, and this lien shall continue in force and effect until the special tax obligation is prepaid and permanently satisfied and the lien canceled in accordance with law or until collection of the special tax by the Community Facilities District ceases.

SECTION 8. The City may accept advances of funds or work-in-kind from any source, including, but not limited to, the Petitioner and other private persons or private entities, for any authorized purpose, including, but not limited to, paying any cost incurred by it 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 work-in-kind, as determined by the City, with or without interest.

The form of the Acquisition and Shortfall Agreement presented at this meeting and on file with the City Clerk be and is hereby approved, with such changes as may be approved by the Mayor, City Manager or Finance Director, said officer’s execution thereof to evidence approval of the changes. The Mayor, City Manager or Finance Director is hereby authorized and directed to execute the Acquisition and Shortfall Agreement on behalf of the Community Facilities District with such execution to be attested to by the City Clerk.

SECTION 9. Written protests against the establishment of the Community Facilities District have not been filed by one-half or more registered voters within the #10..
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03.11.2025/CEDD/EGarcia 7 2025-XXX
boundaries of the Community Facilities District, or by the property owners of one-half (1/2) or more of the area of land within the Community Facilities District. The City Council hereby finds that the proposed special taxes have not been precluded by a majority protest pursuant to Section 53324 of the Act.

SECTION 10. Subject to voter approval required by the Act (as defined in Section 8(h) of Article XIII B of the California Constitution) of the Community Facilities District is hereby established through the Rate and Method of Apportionment, as adjusted for changes in the cost of living and changes in population.

SECTION 11. An election will be called for the Community Facilities District on the propositions of levying the special taxes on the property within the Community Facilities District pursuant to Section 53325.7 of the Act. The City Clerk shall conduct the election.

SECTION 12. Pursuant to and in compliance with the provisions of Government Code Section 50075.1, and the provisions of Article 1.5 (commencing with Section 53410) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code, the City Council hereby establishes the following accountability measures pertaining to the levy by the Community Facilities District of the special taxes:
a. Such special taxes shall be levied for the specific purposes set forth in Section 4 hereof.
b. The proceeds of the levy of such special taxes shall be applied only to the specific purposes set forth in Sections 4 and 5 hereof. c. The District shall establish accounts into which the proceeds of such special taxes shall be deposited.
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03.11.2025/CEDD/EGarcia 8 2025-XXX
d. The City Manager or Finance Director will provide for such accounting and reporting for the special taxes as required by law.
e. The City Manager, or his or her designee, acting for and on behalf of the Community Facilities District, shall annually file a report with the City Council as required pursuant to Government Code Sections 50075.3 and 53411.

SECTION 13. The preparation of the Report is hereby ratified. The Report, as submitted, is hereby approved and is made a part of the record of the public hearing regarding the formation of the Community Facilities District, and is ordered to be kept on file with the transcript of these proceedings and open for public inspection. This City Council now finds and determines that all proceedings up to and including the adoption of this resolution were and are valid and in conformity with the requirements of the Act.

SECTION 14. Following the authorization of the Special Taxes for the Community Facilities District in the special election, the City shall cause CFD No. 2012-1 to be dissolved and cause a notice of cessation of special tax to be recorded in connection with CFD No. 2012-1.
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03.11.2025/CEDD/EGarcia 9 2025-XXX
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 11th day of March, 2025, 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:

ABSTAIN: Councilmembers:

ABSENT: Councilmembers:

ATTEST:

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

By:

JOSE M. SANCHEZ, City Attorney
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CFD No. 2025-1 (KBPS #2) 10 December 17, 2024

APPENDIX A

RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX

CITY OF MODESTO
COMMUNITY FACILITIES DISTRICT NO. 2025-1
(KIERNAN BUSINESS PARK SOUTH #2)

RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX
Special Taxes applicable to each Assessor’s Parcel in the City of Modesto Community Facilities District No. 2025-1 (Kiernan Business Park South #2) 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 property in the CFD, unless exempted by law or by the provisions of Section G below, shall be taxed for the purposes, to the extent, and in the manner herein provided, including property subsequently annexed into the CFD 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), Part 1, Division 2 of Title 5 of the California Government Code. “Administrative Expenses” means any or all of the following: the expenses of the City in carrying out its duties with respect to the CFD, 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, 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 the CFD. “Administrator” means the person or firm designated by the City to administer the Special Taxes according to this RMA.
“Annual Maintenance Special Tax” means a special tax levied in any Fiscal Year to pay the Maintenance Special Tax Requirement, as defined below. “Assessor’s Parcel” or “Parcel” means a lot or parcel shown on an Assessor’s Parcel Map with an assigned Assessor’s Parcel number.
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CFD No. 2025-1 (KBPS #2) 11 December 17, 2024
“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. “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.
“CFD” means the City of Modesto Community Facilities District No. 2025-1 (Kiernan Business Park South #2).
“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.
“Developed Property” means, in any Fiscal Year, the following:

For purposes of levying the Annual Maintenance 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, 2024;
• for Single Family Attached 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, 2024; • for Other Property, all parcels for which a Building Permit was issued prior to June 30 of the preceding Fiscal Year.

For purposes of levying the One-Time Facilities Special Tax: all Parcels for which a Building Permit was issued prior to June 30 of the preceding Fiscal Year. “Development Class” means, individually, Developed Property and Undeveloped Property. “Development Plan” means a condominium plan, apartment plan, site plan or other development plan that identifies such information as the type of structure, the acreage, the square footage, and/or the number of Units that will be developed on Single Family Attached Property or Other Property.
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CFD No. 2025-1 (KBPS #2) 12 December 17, 2024
“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%). “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 Single Family Detached 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 Single Family Detached Lots, including Assessor’s Parcels that are designated as remainder parcels.
“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. “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.
“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.
“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, the Maximum One-Time Facilities Special Tax and Maximum Annual Maintenance Special Tax. “One-Time Facilities Special Tax” means a special tax, levied on Taxable Property to pay the One-Time Facilities Special Tax Requirement and collected by the City prior to a Building Permit being issued on a Parcel of Taxable Property.
“One-Time Facilities Special Tax Requirement” means, for a Parcel of Taxable Property in the CFD, the amount needed to pay the Parcel’s share of the cost of Authorized Facilities as #10..
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CFD No. 2025-1 (KBPS #2) 13 December 17, 2024
determined by the City, which amount shall not exceed the Maximum One-Time Facilities Special Tax assigned to the Parcel pursuant to this RMA.
“Original Parcel” means an Assessor’s Parcel in the CFD at the time of CFD Formation, or added to the CFD upon annexation, as identified in Attachment 1 (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.
“Owners Association” means a homeowners association or property owners association that provides services to, and collects assessments, fees, dues, or charges from, property within the CFD. “Owners Association Property” means any property within the boundaries of the CFD 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. “Other Property” means any Parcel of Developed Property in the CFD that is not Single Family Attached Property or Single Family Detached Property. “Proportionately” means, for each Development Class, that the ratio of the actual Annual Maintenance Special Tax levied in any Fiscal Year to the Maximum Annual Maintenance 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 the CFD that is owned by the federal government, State of California, County, City, or other public agency. “Resultant Parcel” means one of the legal parcels created as a result of the lot line adjustment recorded with the Stanislaus County Recorder on October 25, 2024 as document #2024-0051886. “RMA” means this Rate and Method of Apportionment of Special Taxes. “SFD Unit” means a residential dwelling unit that does not share a common wall with another residential dwelling unit.
“Single Family Attached Property” means, in any Fiscal Year, all Parcels of Developed Property for which a building permit was issued for construction of a residential structure consisting of two or more Units that share common walls and are offered as for-sale Units, including such residential structures that meet the statutory definition of a condominium contained in Civil Code Section 1351. “Single Family Detached 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 #10..
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CFD No. 2025-1 (KBPS #2) 14 December 17, 2024
Unit without further subdivision of the lot and for which no further subdivision of the lot is anticipated pursuant to an approved Tentative Map.
“Single Family Detached Property” means, in any Fiscal Year, all Parcels of Developed Property for which a Building Permit was issued or will be issued for construction of a SFD Unit. “Special Taxes” means, collectively, the One-Time 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. “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 nonresidential structure is permitted. “Taxable Property” means all Assessor’s Parcels within the boundaries of the CFD that are not exempt from the Special Tax pursuant to law or Section G below. “Tentative Map” means a tentative map or substantial conformance exhibit for property in the CFD, including any adjustments or amendments thereto.
“Undeveloped Property” means, in any Fiscal Year, all Parcels of Taxable Property within the CFD that are not Developed Property.
“Unit” means (i) for Single Family Detached Property, an SFD Unit and (ii) for Single Family Attached Property, an individual residential unit within a duplex, triplex, fourplex, townhome, or condominium structure.

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. The Administrator shall also: (i) assign each Parcel of Taxable Property to the appropriate Development Class; (ii) determine whether each Assessor’s Parcel of Taxable Property is Developed Property or Undeveloped Property, (iii) for Developed Property, categorize each Parcel as Single Family Detached Property, Single Family Attached Property, or Other Property, (iv) for Parcels of Single Family Attached Property, determine the number of Units on each Parcel, (v) for Other Property, determine the Acreage of each Parcel, and (vi) determine the Maintenance Special Tax Requirement.

The Special Tax shall then be calculated for Developed Property on the Parcel, and the total Special Tax levied on the Assessor’s Parcel shall be the sum of the Special Taxes determined separately for the Undeveloped Property and Developed Property on the Parcel. #10..
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CFD No. 2025-1 (KBPS #2) 15 December 17, 2024
C. CALCULATING THE MAXIMUM SPECIAL TAXES
The Administrator shall use the procedures set forth below to calculate the Maximum Special Taxes for each Parcel in the CFD in each Fiscal Year.

1. Original Parcels
The Maximum Special Taxes for each Original Parcel in the CFD as of CFD Formation are identified in Attachment 1. Attachment 1 will be updated by the Administrator as needed to reflect Original Parcels added to the CFD due to annexations.

2. Successor Parcels
a. All Successor Parcels are Single Family Detached Lots If the Parcels created by a recorded Subdivision Map are all Single Family Detached 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 created by the subdivision:

Step 1: Identify the Maximum Special Taxes assigned to the Original Parcel; Step 2: Divide the Maximum Special Taxes from Step 1 by the number of Single Family Detached Lots created by the Subdivision Map to determine the Maximum Special Taxes for each Single Family Detached Lot.
b. No Successor Parcels are Single Family Detached Lots If none of the Successor Parcels created by recordation of a Subdivision Map are Single Family Detached 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:
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CFD No. 2025-1 (KBPS #2) 16 December 17, 2024
Step 1: Identify the Maximum Special Taxes assigned to the Original Parcel; Step 2: Determine the total Acreage of Taxable Property created by subdivision of the Original Parcel;
Step 3: Divide the Maximum Special Taxes from Step 1 by the Acreage from Step 2 to calculate Maximum Special Taxes per acre;
Step 4: Multiply the per-acre Maximum Special Taxes from Step 3 by the Acreage in each Successor Parcel to calculate the Maximum Special Taxes for each Successor Parcel.

Step 1: Identify the Maximum Special Taxes assigned to the Original Parcel; Step 2: Determine the total Acreage of Taxable Property created by subdivision of the Original Parcel;
Step 3: Determine the total Acreage of Single Family Detached Property created by the subdivision by taking the sum of the Acreage in the individual Single Family Detached Lots;
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CFD No. 2025-1 (KBPS #2) 17 December 17, 2024
Step 4: Divide the Maximum Special Taxes from Step 1 by the Acreage calculated in Step 2 to calculate Maximum Special Taxes per Acre; Step 5: Multiply the per-acre Maximum Special Taxes calculated in Step 4 by the Acreage of Single Family Detached Property calculated in Step 3 to determine the total Maximum Special Taxes to be assigned to the Single Family Detached Property created by the subdivision; Step 6: Divide the amount calculated in Step 5 by the number of Single Family Detached Lots created by the subdivision to determine the Maximum Special Taxes for each Single Family Detached Lot;
Step 7: Multiply the per-acre Maximum Special Taxes calculated in Step 4 by the Acreage of each Successor Parcel that is not Single Family Detached Property to calculate the Maximum Special Taxes for such Parcels.

After each reallocation of the Maximum Special Taxes upon subdivision or reconfiguration of Original Parcels, the sum of the Maximum Special Taxes assigned to Successor Parcels shall never be less than the Maximum Special Taxes assigned to the Original Parcels prior to such reallocation.
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CFD No. 2025-1 (KBPS #2) 18 December 17, 2024
D. ESCALATION OF MAXIMUM SPECIAL TAXES

1. One-Time Facilities Special Tax
Beginning in January 2025 and each January thereafter, the Maximum One-Time Facilities Special Tax assigned to each Parcel shall be adjusted by the Escalation Factor. Each annual adjustment of the Maximum One-Time Facilities Special Tax shall become effective on the subsequent July 1.

2. Annual Maintenance Special Tax
Beginning in January 2025 and each January thereafter, the Maximum Annual Maintenance Special Tax shall be adjusted by the Escalation Factor. Each annual adjustment of the Maximum Annual Maintenance Special Tax shall become effective on the subsequent July 1.

E. METHOD OF LEVY OF SPECIAL TAXES

1. One-Time Facilities Special Tax
Prior to issuance of a Building Permit for a Parcel of Taxable Property, the One-Time Facilities Special Tax shall be levied on the Parcel in the amount of the One-Time Special Tax Requirement for the Parcel, as determined by the City.

2. Annual Maintenance Special Tax
Each Fiscal Year, the Administrator shall determine the Maintenance Special Tax Requirement for that Fiscal Year. The Annual Maintenance Special Tax shall then be levied on all Parcels of Taxable Property as follows:

Step 1: The Annual Maintenance Special Tax shall be levied Proportionately on each Parcel of Developed Property within the CFD up to 100% of the Maximum Annual Maintenance Special Tax for each Parcel for such Fiscal Year; Step 2: If additional revenue is needed after Step 1, the Annual Maintenance Special Tax shall be levied Proportionately on each Assessor’s Parcel of Undeveloped Property within the CFD, up to 100% of the Maximum Annual Maintenance Special Tax for each Parcel of Undeveloped Property for such Fiscal Year.

F. COLLECTION OF SPECIAL TAXES
The One-Time Facilities Special Tax shall be collected prior to a Building Permit being issued for any residential or non-residential structure on Taxable Property and shall be immediately delinquent if not so paid.
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CFD No. 2025-1 (KBPS #2) 19 December 17, 2024
The 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 the City may directly bill, collect at a different time or in a different manner, and/or collect delinquent Annual Maintenance Special Taxes through foreclosure or other available methods. The Annual Maintenance Special Tax will continue to be levied and collected unless and until the City determines that Annual Maintenance Special Tax revenues are no longer needed to pay for Authorized Services.

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

CITY OF MODESTO
COMMUNITY FACILITIES DISTRICT NO. 2025-1
(KIERNAN BUSINESS PARK SOUTH #2)
Maximum Special Taxes Assigned to Each Original Parcel
Assessor’s
Parcel
Number
Fiscal Year 2024-25
Maximum One-Time
Facilities Special Tax [1]
Fiscal Year 2024-25
Maximum Annual
Maintenance Special Tax [2]
078-018-018 $91,059 $2,323
078-018-031 $1,315,865 $33,567
078-018-035 $843,408 $21,515
078-018-036 $0 $5,084
Resultant Parcel #1 $929,241 $23,705
Resultant Parcel #2 $1,047,916 $26,732
Resultant Parcel #3 $653,828 $16,679

1. Beginning in January 2025 and each January thereafter, the Maximum One-Time Facilities Special Tax shall be adjusted by the Escalation Factor. Each annual adjustment of the Maximum OneTime Facilities Special Tax shall become effective on the subsequent July 1. #10..
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2. Beginning January 2025 and each January thereafter, the Maximum Annual Maintenance Special Tax 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. #10..
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03.11.2025/CED/EGarcia 2025-xxx

MODESTO CITY COUNCIL
RESOLUTION NO. 2025-XXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MODESTO,

CALIFORNIA, ACTING AS THE LEGISLATIVE BODY OF THE CITY OF MODESTO COMMUNITY FACILITIES DISTRICT NO.2025-1 (KIERNAN BUSINESS PARK SOUTH #2), CALLING FOR A SPECIAL ELECTION WHEREAS, the City Council (the “City Council”) of the City of Modesto (the “City”), has heretofore adopted Resolution No. 2025-41 (the “Resolution of Intention”), stating the City Council’s intention to establish City of Modesto Community Facilities District No. 2025-1 (Kiernan Business Park South #2) (the “Community Facilities District”) to replace City of Modesto Community Facilities District No. 2012-1 (Kiernan Business Park South) (“CFD No. 2012-1”), 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”); and WHEREAS, on March 11, 2025, the City Council held a public hearing as required by law and the Act on all matters pertaining to the formation of the Community Facilities District, the special taxes relating to the Community Facilities District (the “Special Taxes”), including the special tax for certain facilities (the “One-Time Facilities Special Tax”) and the special tax for certain services (the “Annual Maintenance Special Tax”) within the Community Facilities District, the description of the authorized facilities (the “Facilities”) and the authorized services (the “Services”); and
WHEREAS, at said hearing all persons not exempt from the special taxes of the Community Facilities District desiring to be heard on all matters pertaining to the Community Facilities District were heard and a full and fair hearing was held, and such matters were not precluded by a majority protest; and
#10..
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2 03.11.2025/CED/EGarcia 2025-XXX
WHEREAS, following said public hearing, the City Council adopted its resolution establishing the Community Facilities District, authorizing the levy of the Special Taxes within the Community Facilities District to fund the Facilities and Services (the “Resolution of Formation”); and
WHEREAS, the map of the boundaries of the Community Facilities District (the “Map”) has been recorded in the Office of the County Recorder of Stanislaus County, California in Book 7, Page 39 of the Book of Maps of Assessment and Community Facilities Districts, as Document Number 2025-0004541; and
WHEREAS, pursuant to the provisions of the Resolution of Formation and this Resolution, the City Council wishes to present to the qualified electors of the Community Facilities District propositions for the levy of the Special Taxes on property within the Community Facilities District as defined by subdivision (h) of Section 8 of Article XIIIB of the California Constitution.

NOW, THEREFORE, BE IT RESOLVED that the Council of the City of Modesto, acting as the legislative body of the City of Modesto Community Facilities District No. 2025-1 (Kiernan Business Park South #2), hereby finds and determines as follows:

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

SECTION 2. Pursuant to the Act the propositions to authorize the levy of special taxes within the Community Facilities District shall be combined into one ballot proposition and submitted to the qualified electors of the Community Facilities District as provided herein.

SECTION 3. The City Council has heretofore found that fewer than twelve (12) persons have been registered to vote within the territory of the Community Facilities District for the ninety #10..
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3 03.11.2025/CED/EGarcia 2025-XXX
(90) days preceding the close of the public hearing heretofore held by the City Council for the purposes of these proceedings. Accordingly, the vote shall be by the land owners of the Community Facilities District, and each owner of record at the close of such public hearing, or the authorized representative thereof, shall have one (1) vote for each acre or portion of an acre that he or she owns within the Community Facilities District.

SECTION 4. The date of the election shall be March 11, 2025, and the City Clerk shall conduct the election. The election shall be conducted by personally delivered or mailed ballots and in accordance with the provisions of law regulating elections of the City insofar as such provisions are determined by the City Clerk to be applicable. The voted ballots shall be returned to the City Clerk no later than 5:30 p.m. on March 11, 2025; provided that if all of the qualified electors have voted prior to such time, the election may be closed by the City Clerk.

SECTION 5. The form of the ballot for the election is attached hereto as Attachment A and by this reference incorporated herein. The City Clerk shall cause to be delivered to each of the qualified electors of the Community Facilities District a ballot in said form. Each ballot shall indicate the number of votes to be voted by the respective elector based upon the number of acres of land owned by such elector as set forth above. The identification envelope for return of the ballot shall been closed with the ballot, shall have the postage prepaid and shall contain (a) the name and address of the landowner, (b) a declaration, under penalty of perjury, stating that the elector is the owner of record, or the authorized representative thereof, and is the person whose name appears on the identification envelope, (c) the printed name, signature and address of the elector, (d) the date of signing and place of execution of the declaration described above and (e) a notice that the envelope contains an official ballot and is to be opened only by the canvassing board. Analysis and arguments with respect to the ballot proposition are hereby waived. #10..
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4 03.11.2025/CED/EGarcia 2025-XXX
SECTION 6. The City Clerk shall accept the ballots of the qualified electors in the office of the City Clerk to and including 5:30 p.m. on March 11, 2025, whether said ballots shall be personally delivered or received by mail.

SECTION 7. There is on file with the City Clerk a written instrument executed by each qualified elector of the Community Facilities District requesting a shortening of the time for the special election in order to expedite the process of formation of the Community Facilities District and waiving any requirement for analysis and arguments in connection therewith. #10..
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5 03.11.2025/CED/EGarcia 2025-XXX
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the ___11th_ day of March, 2025, 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:

ABSTAIN: Councilmembers:

ABSENT: Councilmembers:

ATTEST:

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

By:

JOSE M. SANCHEZ, City Attorney
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A-1

ATTACHMENT A

FORM OF OFFICIAL BALLOT

CITY OF MODESTO
COMMUNITY FACILITIES DISTRICT NO. 2025-1
(KIERNAN BUSINESS PARK SOUTH #2)

CFD FORMATION

SPECIAL ELECTION
March 11, 2025
NUMBER OF VOTES ENTITLED TO BE CAST: ___
(VOTER MAY REMOVE AND RETAIN THIS STUB)
--------------------------------------------------------------------------------------------------------------------- This ballot is for a special, landowner election. You must return this ballot in the enclosed envelop to the office of the City Clerk of the City of Modesto no later than 5:30 p.m. on March 11, 2025, either by mail or in person. The City Clerk’s offices are located at 1010 Tenth Street, Modesto, California 95353.

INSTRUCTIONS TO VOTERS
To vote, make a mark (x) in the voting area to the right of the word “YES” or “NO.” All distinguishing marks or erasures are forbidden and make the ballot void. If you wrongly mark, tear or deface this ballot, telephone the Office of the City Clerk of the City of Modesto for instructions as soon as possible at (209) 577-5200, Monday through Friday, between the hours of 9:00 a.m. and noon.

MARK YOUR CHOICE IN THIS MANNER ONLY: 
MEASURE SUBMITTED TO VOTE OF VOTERS:

Shall the City of Modesto Community Facilities Disttict No. 2025-1 (Kiernan Business Park South #2) (the “CFD”) be authorized to levy special taxes in order to finance certain facilities and services and all as specified in the Resolution entitled “A Resolution Declaring the Formation of City of Modesto Community Facilities District No. 2025-1 (Kiernan Business Park South #2), Conditionally Authorizing the Levy of Special Taxes Therein” adopted by the City Council of the City of Modesto on March 11, 2025?
YES
NO
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03.11.25/CED/EGarcia 2025-XXX

MODESTO CITY COUNCIL
RESOLUTION NO. 2025-XXX
RESOLUTION DECLARING THE RESULTS OF MARCH 11, 2025,

SPECIAL ELECTION AND APPROVING CERTAIN RELATED

ACTIONS PERTAINING TO CITY OF MODESTO COMMUNITY
FACILITIES DISTRICT NO. 2025-1 (KIERNAN BUSINESS PARK
SOUTH #2)
WHEREAS, this City Council, acting as the legislative body of the City of Modesto Community Facilities District No. 2025-1 (Kiernan Business Park South #2) (the “Community Facilities District”), called and duly held an election within the Community Facilities District pursuant to resolutions adopted by the City Council on March 11, 2025, for the purpose of presenting to the qualified electors within the Community Facilities District a proposition (the “Proposition”) for (a) the levy of special taxes in accordance with the rate and method of apportionment of special tax set forth in the resolution forming the Community Facilities District; and
WHEREAS, a Certificate of the City Clerk as to the Results of the Canvass of the Election Returns has been presented to City Council, a copy of which is attached hereto as Attachment A.

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

SECTION 2. Two-thirds or more of the votes of the qualified electors of the Community Facilities District at the special election held on March 11, 2025 were cast in #10..
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03.11.25/CED/EGarcia 2 2025-XXX
favor of the Proposition, and the Proposition carried. The City Council, acting as the legislative body of the Community Facilities District, is hereby authorized to take the necessary steps to levy the special taxes authorized by the Proposition.

SECTION 3. The City Clerk is hereby authorized and directed to execute and cause to be recorded in the office of the County Recorder of Stanislaus County a notice of special tax lien in the form required by law, said recording to occur no later than fifteen days following adoption of this Resolution.
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03.11.25/CED/EGarcia 3 2025-XXX
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the __11th__ day of March, 2025, 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:

ABSTAIN: Councilmembers:

ABSENT: Councilmembers:

ATTEST:

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

By:

JOSE M. SANCHEZ, City Attorney
#10..
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03.11.25/CED/EGarcia 2025-XXX

ATTACHMENT A

CERTIFICATE OF CITY CLERK

AS TO RESULTS OF THE CANVAS OF ELECTION RETURNS

STATE OF CALIFORNIA )
) ss.

COUNTY OF STANISLAUS )
As City Clerk of the City of Modesto, I do hereby certify that I have examined the returns of the special election for City of Modesto Community Facilities District No. 2025-1 (Kiernan Business Park South #2) (the “Community Facilities District”). With my concurrence, the election was conducted on March 11, 2025. On or prior to said date I had mailed or personally delivered, or caused to be mailed or personally delivered, a ballot to the landowner listed on the latest equalized assessment roll prepared by the Stanislaus County Assessor prior to March 11, 2025 or otherwise known by me to own the property within the boundaries of the Community Facilities District. The landowner was given one vote for each acre, or portion thereof, that the landowner owns within the Community Facilities District.

I further certify that the results of said election and the number of votes cast for and against the Proposition are as follows:

YES:____________
NO: ____________
TOTAL NUMBER OF VOTES CAST:________
Dated this ______ day of March 11, 2025.
____________________________________
Diane Nayares-Perez,
City Clerk of the City of Modesto
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CFD No. 2025-1 (KBPS #2) 1 December 17, 2024
ORDINANCE NO. _____

AN ORDINANCE AUTHORIZING THE LEVY OF SPECIAL TAXES

WITHIN THE CITY OF MODESTO HELD WITHIN CITY OF MODESTO
COMMUNITY FACILITIES DISTRICT NO. 2025-1 (KIERNAN
BUSINESS PARK SOUTH #2)
The Council of the City of Modesto does ordain as follows:

WHEREAS, on May 1, 2012, the City established the City of Modesto Community Facilities District No. 2012-1 (Kiernan Business Park South) (“CFD No. 2012-1”) 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”); and WHEREAS, on January 28, 2025, this City Council adopted Resolution No. 2025-41, stating its intention to form City of Modesto Community Facilities District No. 2025-1 (Kiernan Business Park South #2) (the “Community Facilities District”), to replace CFD No. 2012-1, and designate certain property for future annexation to the Community Facilities District (the “Future Annexation Area”), pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (the “Act”) in order to finance certain facilities and services and incidental expenses to be incurred in connection with financing the foregoing; and
WHEREAS, the City Council has held a noticed public hearing concerning the establishment of the Community Facilities District, including the designation the Future Annexation Area, as required by the Act; and
WHEREAS, subsequent to said hearing, the City Council adopted resolutions entitled “A Resolution Declaring the Formation of City of Modesto Community Facilities District No. 2025- 1 (Kiernan Business Park South #2), Conditionally Authorizing the Levy of Special Taxes” (the #10..
- 403 -
CFD No. 2025-1 (KBPS #2) 2 December 17, 2024
“Resolution of Formation”), and Resolution of the City Council of the City of Modesto, California, acting as the Legislative Body of the City of Modesto Community Facilities District No. 2025-1 (Kiernan Business Park South #2), Calling a Special Election,” which resolutions established the Community Facilities District, authorized the levy of special taxes therein, and called an election within the Community Facilities District on the propositions of (a) the levy of special taxes in accordance with the rate and method of apportionment of special tax set forth in the Resolution of Formation (the “Special Taxes”); and
WHEREAS, an election was held on March 11, 2025, within the Community Facilities District at which the qualified electors approved by more than a two-thirds vote the Proposition.

NOW, THEREFORE, the Council of the City of Modesto, acting as the legislative body of the City of Modesto Community Facilities District No. 2025-1 (Kiernan Business Park South #2), DOES ORDAIN as follows:

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

SECTION 2. By the passage of this Ordinance, the City Council authorizes and levies special taxes within the Community Facilities District at the rates and in accordance with the methods of apportionment set forth in Attachment A to the Resolution of Formation and which, for reference purposes, is attached hereto as Attachment A and incorporated by this reference, or as may be modified or amended from time to time by a resolution of change or resolution of annexation adopted pursuant to the provisions of the Act (the “Rate and Method”).

By passage of this Ordinance, the City Council authorizes the levy of a special tax for any approved future annexations in accordance with the then-existing Rate and Method. #10..
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CFD No. 2025-1 (KBPS #2) 3 December 17, 2024
SECTION 3. The City’s Community Development Manager shall be responsible for annually preparing, or causing the preparation of, the current roll of special tax levy obligations by assessor’s parcel number on non-exempt property within the Community Facilities District.

The City Council or, to the maximum extent permitted by law, the City’s Community Development Manager is authorized to determine the specific special taxes to be levied on each parcel of land in the Community Facilities District, in the manner and as provided in the Rate and Method. In connection with the foregoing, the Administrator of the Infrastructure Financing Program of the City shall take any and all steps necessary in order to deliver to the Stanislaus County Tax Collector, on or before the date specified in Section 53340, a certified list of all parcels subject to the Annual Maintenance Special Tax (as defined in the Rate and Method) levies, including the amount of each such tax to be levied on each parcel for the applicable tax year. The special taxes to be levied shall not exceed the maximum rates set forth in the Rate and Method, but the special taxes may be levied at lower rates.

SECTION 4. Properties of entities of the state, federal or other local governments shall be exempt from the above-referenced special taxes only to the extent set forth in the Rate and Method, and otherwise shall be subject to tax consistent with the provisions of Section 53317.3 of the Act in effect as of the date of adoption of this Ordinance.

SECTION 5. All of the collections of the special taxes shall be used only as provided for in the Act and the Resolution of Formation and any resolution of change or resolution of annexation adopted from time to time by the City Council. The special taxes shall be levied only so long as needed to accomplish the purposes described in the Resolution of Formation and the Rate and Method, and to be described in any resolution of change or resolution of annexation adopted from time to time by the City Council.
#10..
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CFD No. 2025-1 (KBPS #2) 4 December 17, 2024
SECTION 6. The Annual Maintenance Special Tax shall be collected in the same manner as ordinary ad valorem taxes are collected and shall be subject to the same penalties and the same procedure and sale in cases of delinquency as provided for ad valorem taxes as such collection procedure may be modified by law or this City Council from time to time. Notwithstanding the foregoing, the City’s Community Development Manager may collect, or cause to be collected, one or more installments of such special taxes by means of direct billing of the property owners within the Community Facilities District if, in the judgment of the City’s Community Development Manager, such means of collection will reduce the burden of administering the Community Facilities District or is otherwise appropriate in the circumstances. In such event, such special taxes shall become delinquent if not paid when due as set forth in any such respective billing to the property owners.

The One-Time Facilities Special Tax shall be collected at the times as provided in the Rate and Method.

SECTION 7. This Ordinance relating to the levy of the special tax takes effect and shall be in force immediately after the date of final passage pursuant to Government Code Section 36937(a).

SECTION 8. At least two (2) days prior to its final adoption, copies of this Ordinance shall be posted in at least three (3) prominent and distinct locations in the City; and a notice shall be published once in The Modesto Bee, the official newspaper of the City of Modesto, setting forth the title of this Ordinance, the date of its introduction and the places where this Ordinance is posted. #10..
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CFD No. 2025-1 (KBPS #2) 5 December 17, 2024
The foregoing Ordinance was introduced at a regular meeting of the Council of the City of Modesto held on the ___11th_ day of March, 2025, by Councilmember ____________, who moved its introduction and passage to print, its which motion being duly seconded by Councilmember ___________, was upon roll call carried and ordered printed and published by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSTAIN: Councilmembers:

ABSENT: Councilmembers:

APPROVED:

SUE ZWAHLEN, Mayor
ATTEST:

By:

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

By:

JOSE M. SANCHEZ, City Attorney
#10..
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CFD No. 2025-1 (KBPS #2) 6 December 17, 2024

FINAL ADOPTION CLAUSE
The foregoing ordinance, having been published as required by the Charter of the City of Modesto, and coming on for final consideration at the regular meeting of the Council of the City of Modesto held on the _____ day of ___________, 2025, Councilmember ____________ moved its final adoption, which motion being duly seconded by Councilmember ______________, was upon roll carried and the ordinance adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSTAIN: Councilmembers:

ABSENT: Councilmembers:

APPROVED:

SUE ZWAHLEN, Mayor
ATTEST:

By:

DIANE NAYARES-PEREZ, City Clerk
Effective Date: [date of adoption]
#10..
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CFD No. 2025-1 (KBPS #2) 7 December 17, 2024

ATTACHMENT A

CITY OF MODESTO
COMMUNITY FACILITIES DISTRICT NO. 2025-1
(KIERNAN BUSINESS PARK SOUTH #2)

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), Part 1, Division 2 of Title 5 of the California Government Code. “Administrative Expenses” means any or all of the following: the expenses of the City in carrying out its duties with respect to the CFD, 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, 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 the CFD. “Administrator” means the person or firm designated by the City to administer the Special Taxes according to this RMA.
“Annual Maintenance Special Tax” means a special tax levied in any Fiscal Year to pay the Maintenance Special Tax Requirement, as defined below.
“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.
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CFD No. 2025-1 (KBPS #2) 8 December 17, 2024
“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. “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. “CFD” means the City of Modesto Community Facilities District No. 2025-1 (Kiernan Business Park South #2).
“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.
“Developed Property” means, in any Fiscal Year, the following:

For purposes of levying the Annual Maintenance 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, 2024; • for Single Family Attached 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, 2024; • for Other Property, all parcels for which a Building Permit was issued prior to June 30 of the preceding Fiscal Year.

For purposes of levying the One-Time Facilities Special Tax: all Parcels for which a Building Permit was issued prior to June 30 of the preceding Fiscal Year. “Development Class” means, individually, Developed Property and Undeveloped Property. “Development Plan” means a condominium plan, apartment plan, site plan or other development plan that identifies such information as the type of structure, the acreage, the square footage, and/or the number of Units that will be developed on Single Family Attached Property or Other 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%). “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 Single Family Detached Lots. The term “Final Map” shall not include any large-lot subdivision map, Assessor’s Parcel Map, or subdivision #10..
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CFD No. 2025-1 (KBPS #2) 9 December 17, 2024
map or portion thereof, that does not create Single Family Detached Lots, including Assessor’s Parcels that are designated as remainder parcels.
“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. “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.
“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.
“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, the Maximum One-Time Facilities Special Tax and Maximum Annual Maintenance Special Tax.
“One-Time Facilities Special Tax” means a special tax, levied on Taxable Property to pay the One-Time Facilities Special Tax Requirement and collected by the City prior to a Building Permit being issued on a Parcel of Taxable Property.
“One-Time Facilities Special Tax Requirement” means, for a Parcel of Taxable Property in the CFD, the amount needed to pay the Parcel’s share of the cost of Authorized Facilities as determined by the City, which amount shall not exceed the Maximum One-Time Facilities Special Tax assigned to the Parcel pursuant to this RMA.
“Original Parcel” means an Assessor’s Parcel in the CFD at the time of CFD Formation, or added to the CFD upon annexation, as identified in Attachment 1 (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.
“Owners Association” means a homeowners association or property owners association that provides services to, and collects assessments, fees, dues, or charges from, property within the CFD. “Owners Association Property” means any property within the boundaries of the CFD 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.
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CFD No. 2025-1 (KBPS #2) 10 December 17, 2024
“Other Property” means any Parcel of Developed Property in the CFD that is not Single Family Attached Property or Single Family Detached Property.
“Proportionately” means, for each Development Class, that the ratio of the actual Annual Maintenance Special Tax levied in any Fiscal Year to the Maximum Annual Maintenance 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 the CFD that is owned by the federal government, State of California, County, City, or other public agency. “Resultant Parcel” means one of the legal parcels created as a result of the lot line adjustment recorded with the Stanislaus County Recorder on October 25, 2024 as document #2024-0051886. “RMA” means this Rate and Method of Apportionment of Special Taxes. “SFD Unit” means a residential dwelling unit that does not share a common wall with another residential dwelling unit.
“Single Family Attached Property” means, in any Fiscal Year, all Parcels of Developed Property for which a building permit was issued for construction of a residential structure consisting of two or more Units that share common walls and are offered as for-sale Units, including such residential structures that meet the statutory definition of a condominium contained in Civil Code Section 1351. “Single Family Detached 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.
“Single Family Detached Property” means, in any Fiscal Year, all Parcels of Developed Property for which a Building Permit was issued or will be issued for construction of a SFD Unit. “Special Taxes” means, collectively, the One-Time 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. “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 Property” means all Assessor’s Parcels within the boundaries of the CFD that are not exempt from the Special Tax pursuant to law or Section G below. “Tentative Map” means a tentative map or substantial conformance exhibit for property in the CFD, including any adjustments or amendments thereto.
“Undeveloped Property” means, in any Fiscal Year, all Parcels of Taxable Property within the CFD that are not Developed Property.
#10..
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CFD No. 2025-1 (KBPS #2) 11 December 17, 2024
“Unit” means (i) for Single Family Detached Property, an SFD Unit and (ii) for Single Family Attached Property, an individual residential unit within a duplex, triplex, fourplex, townhome, or condominium structure.

C. CALCULATING THE MAXIMUM SPECIAL TAXES
The Administrator shall use the procedures set forth below to calculate the Maximum Special Taxes for each Parcel in the CFD in each Fiscal Year.

Step 1: Identify the Maximum Special Taxes assigned to the Original Parcel; Step 2: Determine the total Acreage of Taxable Property created by subdivision of the Original Parcel;
Step 3: Divide the Maximum Special Taxes from Step 1 by the Acreage from Step 2 to calculate Maximum Special Taxes per acre;
Step 4: Multiply the per-acre Maximum Special Taxes from Step 3 by the Acreage in each Successor Parcel to calculate the Maximum Special Taxes for each Successor Parcel.

Step 1: Identify the Maximum Special Taxes assigned to the Original Parcel; Step 2: Determine the total Acreage of Taxable Property created by subdivision of the Original Parcel;
Step 3: Determine the total Acreage of Single Family Detached Property created by the subdivision by taking the sum of the Acreage in the individual Single Family Detached Lots;
Step 4: Divide the Maximum Special Taxes from Step 1 by the Acreage calculated in Step 2 to calculate Maximum Special Taxes per Acre; Step 5: Multiply the per-acre Maximum Special Taxes calculated in Step 4 by the Acreage of Single Family Detached Property calculated in Step 3 to determine the total Maximum Special Taxes to be assigned to the Single Family Detached Property created by the subdivision; #10..
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CFD No. 2025-1 (KBPS #2) 13 December 17, 2024
Step 6: Divide the amount calculated in Step 5 by the number of Single Family Detached Lots created by the subdivision to determine the Maximum Special Taxes for each Single Family Detached Lot;
Step 7: Multiply the per-acre Maximum Special Taxes calculated in Step 4 by the Acreage of each Successor Parcel that is not Single Family Detached Property to calculate the Maximum Special Taxes for such Parcels.

D. ESCALATION OF MAXIMUM SPECIAL TAXES

E. METHOD OF LEVY OF SPECIAL TAXES

Step 1: The Annual Maintenance Special Tax shall be levied Proportionately on each Parcel of Developed Property within the CFD up to 100% of the Maximum Annual Maintenance Special Tax for each Parcel for such Fiscal Year; #10..
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CFD No. 2025-1 (KBPS #2) 14 December 17, 2024
Step 2: If additional revenue is needed after Step 1, the Annual Maintenance Special Tax shall be levied Proportionately on each Assessor’s Parcel of Undeveloped Property within the CFD, up to 100% of the Maximum Annual Maintenance Special Tax for each Parcel of Undeveloped Property for such Fiscal Year.

The 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 the City may directly bill, collect at a different time or in a different manner, and/or collect delinquent Annual Maintenance Special Taxes through foreclosure or other available methods. The Annual Maintenance Special Tax will continue to be levied and collected unless and until the City determines that Annual Maintenance Special Tax revenues are no longer needed to pay for Authorized Services.

H. 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 rate and method of apportioning the 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

1. Beginning in January 2025 and each January thereafter, the Maximum One-Time Facilities Special Tax shall be adjusted by the Escalation Factor. Each annual adjustment of the Maximum One-Time Facilities Special Tax shall become effective on the subsequent July 1.

AN ORDINANCE IN CONNECTION WITH CITY OF MODESTO
COMMUNITY FACILITIES DISTRICT NO. 2012-1 (KIERNAN

BUSINESS PARK SOUTH), AUTHORIZING THE CESSATION OF THE

LEVY OF RELATED SPECIAL TAXES AND THE EXTINGUISHMENT

AND CANCELLATION OF ALL RELATED LIENS, AND DISSOLVING

SAID COMMUNITY FACILITIES DISTRICT
The Council of the City of Modesto does ordain as follows:

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”), on May 1, 2012, the City established the City of Modesto Community Facilities District No. 2012- 1 (Kiernan Business Park South) (“CFD No. 2012-1”) and pursuant to an election held on such date, levied a special tax in accordance with Ordinance No. 3563-C.S. adopted on June 8, 2012 (the “2012 Ordinance”) and a rate and method of apportionment (the “Rate and Method”); and WHEREAS, two special taxes for CFD No. 2012-1 (One-Time Facilities Tax for facilities and Annual Maintenance Services Tax for annual services) were authorized to be levied; and WHEREAS, CFD No. 2012-1 has never levied Annual Maintenance Special Tax as there are currently no services being performed in CFD No. 2012-1 and has not levied One-Time Facilities Special Tax on certain parcels in the CFD No. 2012-1 since the formation; and WHEREAS, at the request of certain property owners within CFD No. 2012-1, on February 25, 2025, this Council formed City of Modesto Community Facilities District No. 2025-1 (Kiernan Business Park South #2) (the “CFD No. 2025-1”), to replace CFD No. 2012-1; and #10..
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2 WHEREAS, the City now desires to cease the levy of any CFD No. 2012-1 special tax within CFD No. 2012-1, transfer all special taxes previously collected and remaining in the CFD No. 2012-1 fund to CFD No. 2025-1, extinguish and cancel all CFD No. 2012-1 liens on property within CFD No. 2012-1, and dissolve CFD No. 2012-1.

NOW, THEREFORE, the Council of the City of Modesto DOES ORDAIN as follows:

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

SECTION 2. With the formation of CFD No. 2025-1 and the adoption of the Ordinance levying special taxes related thereto, this Council, acting on behalf of itself and CFD No. 2012-1, declares and determines that the obligation to pay special taxes relating to CFD No. 2012-1 against all of the parcels of CFD No. 2012-1 shall cease, and the recorded liens against such parcels shall be extinguished and cancelled.

SECTION 3. The City finds and determines that CFD No. 2012-1 is not obligated to pay any outstanding debt and has no authorization to levy any future special tax.

SECTION 4. CFD No. 2012-1, and all associated liens, if any, are hereby dissolved.

SECTION 5. Any moneys remaining in the fund related to CFD No. 2012-1 shall be transferred to a fund relating to CFD No. 2025-1.

SECTION 6. The City, on behalf of CFD No. 2025-1, hereby assumes liability for any outstanding debts of CFD No. 2012-1 discovered to exist after the dissolution of CFD No. 2012-

1. SECTION 7. The City Clerk is hereby directed to cause an addendum to be recorded in the office of the Stanislaus County Recorder to the Notice of Special Tax Lien for CFD No. 2012-1 #10..
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3 which shall state that the obligation to pay all special taxes relating to CFD No. 2012-1 has ceased, all associated liens have been extinguished and CFD No. 2012-1 is dissolved.

SECTION 8. This Ordinance shall take effect thirty (30) days upon its final passage.

SECTION 9. At least two (2) days prior to its final adoption, copies of this Ordinance shall be posted in at least three (3) prominent and distinct locations in the City; and a notice shall be published once in The Modesto Bee, the official newspaper of the City of Modesto, setting forth the title of this Ordinance, the date of its introduction and the places where this Ordinance is posted. #10..
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4 The foregoing Ordinance was introduced at a regular meeting of the Council of the City of Modesto held on the ___11th_ day of March, 2025, by Councilmember ____________, who moved its introduction and passage to print, its which motion being duly seconded by Councilmember ___________, was upon roll call carried and ordered printed and published by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSTAIN: Councilmembers:

ABSENT: Councilmembers:

APPROVED:

SUE ZWAHLEN, Mayor
ATTEST:

By:

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

By:

JOSE M. SANCHEZ, City Attorney
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5 FINAL ADOPTION CLAUSE
The foregoing ordinance, having been published as required by the Charter of the City of Modesto, and coming on for final consideration at the regular meeting of the Council of the City of Modesto held on the _____ day of ___________, 2025, Councilmember ____________ moved its final adoption, which motion being duly seconded by Councilmember ______________, was upon roll carried and the ordinance adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSTAIN: Councilmembers:

ABSENT: Councilmembers:

APPROVED:

SUE ZWAHLEN, Mayor
ATTEST:

By:

DIANE NAYARES-PEREZ, City Clerk
Effective Date:
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CITY OF MODESTO
COMMUNITY FACILITIES DISTRICT NO. 2024-2
(KIERNAN BUSINESS PARK SOUTH #2)

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 Facilities shall include all hard and soft costs associated with the improvements on Bangs Avenue from Dale Road to American Avenue, 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.

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.

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.
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CFD No. 2025-1 (KBPS #2) 1 December 17, 2024

CITY OF MODESTO
COMMUNITY FACILITIES DISTRICT NO. 2025-1
(KIERNAN BUSINESS PARK SOUTH #2)

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), Part 1, Division 2 of Title 5 of the California Government Code.
“Administrative Expenses” means any or all of the following: the expenses of the City in carrying out its duties with respect to the CFD, 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, 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 the CFD.
“Administrator” means the person or firm designated by the City to administer the Special Taxes according to this RMA.
“Annual Maintenance Special Tax” means a special tax levied in any Fiscal Year to pay the Maintenance Special Tax Requirement, as defined below.
“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.
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CFD No. 2025-1 (KBPS #2) 2 December 17, 2024
“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. “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. “CFD” means the City of Modesto Community Facilities District No. 2025-1 (Kiernan Business Park South #2).
“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.
“Developed Property” means, in any Fiscal Year, the following:

For purposes of levying the Annual Maintenance 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, 2024; • for Single Family Attached 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, 2024; • for Other Property, all parcels for which a Building Permit was issued prior to June 30 of the preceding Fiscal Year.

For purposes of levying the One-Time Facilities Special Tax: all Parcels for which a Building Permit was issued prior to June 30 of the preceding Fiscal Year. “Development Class” means, individually, Developed Property and Undeveloped Property. “Development Plan” means a condominium plan, apartment plan, site plan or other development plan that identifies such information as the type of structure, the acreage, the square footage, and/or the number of Units that will be developed on Single Family Attached Property or Other Property. #10..
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CFD No. 2025-1 (KBPS #2) 3 December 17, 2024
“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%). “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 Single Family Detached 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 Single Family Detached Lots, including Assessor’s Parcels that are designated as remainder parcels. “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.
“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. “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.
“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, the Maximum One-Time Facilities Special Tax and Maximum Annual Maintenance Special Tax.
“One-Time Facilities Special Tax” means a special tax, levied on Taxable Property to pay the One-Time Facilities Special Tax Requirement and collected by the City prior to a Building Permit being issued on a Parcel of Taxable Property.
“One-Time Facilities Special Tax Requirement” means, for a Parcel of Taxable Property in the CFD, the amount needed to pay the Parcel’s share of the cost of Authorized Facilities as determined by the City, which amount shall not exceed the Maximum One-Time Facilities Special Tax assigned to the Parcel pursuant to this RMA.
“Original Parcel” means an Assessor’s Parcel in the CFD at the time of CFD Formation, or added to the CFD upon annexation, as identified in Attachment 1 (which shall be updated after each #10..
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CFD No. 2025-1 (KBPS #2) 4 December 17, 2024
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.
“Owners Association” means a homeowners association or property owners association that provides services to, and collects assessments, fees, dues, or charges from, property within the CFD.
“Owners Association Property” means any property within the boundaries of the CFD 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.
“Other Property” means any Parcel of Developed Property in the CFD that is not Single Family Attached Property or Single Family Detached Property.
“Proportionately” means, for each Development Class, that the ratio of the actual Annual Maintenance Special Tax levied in any Fiscal Year to the Maximum Annual Maintenance 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 the CFD that is owned by the federal government, State of California, County, City, or other public agency. “Resultant Parcel” means one of the legal parcels created as a result of the lot line adjustment recorded with the Stanislaus County Recorder on October 25, 2024 as document #2024-0051886. “RMA” means this Rate and Method of Apportionment of Special Taxes. “SFD Unit” means a residential dwelling unit that does not share a common wall with another residential dwelling unit.
“Single Family Attached Property” means, in any Fiscal Year, all Parcels of Developed Property for which a building permit was issued for construction of a residential structure consisting of two or more Units that share common walls and are offered as for-sale Units, including such residential structures that meet the statutory definition of a condominium contained in Civil Code Section 1351.
“Single Family Detached 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. “Single Family Detached Property” means, in any Fiscal Year, all Parcels of Developed Property for which a Building Permit was issued or will be issued for construction of a SFD Unit. “Special Taxes” means, collectively, the One-Time Facilities Special Tax and the Annual Maintenance Special Tax.
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CFD No. 2025-1 (KBPS #2) 5 December 17, 2024
“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. “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 Property” means all Assessor’s Parcels within the boundaries of the CFD that are not exempt from the Special Tax pursuant to law or Section G below. “Tentative Map” means a tentative map or substantial conformance exhibit for property in the CFD, including any adjustments or amendments thereto.
“Undeveloped Property” means, in any Fiscal Year, all Parcels of Taxable Property within the CFD that are not Developed Property.
“Unit” means (i) for Single Family Detached Property, an SFD Unit and (ii) for Single Family Attached Property, an individual residential unit within a duplex, triplex, fourplex, townhome, or condominium structure.

For Single Family Attached Property, the number of Units shall be determined by referencing the relevant Development Plan. If, in any Fiscal Year, an Assessor’s Parcel includes both Developed Property and Undeveloped Property, the Administrator shall determine the acreage associated with the Developed Property, subtract this acreage from the total Acreage of the Assessor’s Parcel, and use the remaining acreage to calculate the Special Tax that will apply to Undeveloped Property within the Assessor’s Parcel. The Special Tax shall then be calculated for Developed Property on the Parcel, and the total Special Tax levied on the Assessor’s Parcel shall be the sum of the Special Taxes determined separately for the Undeveloped Property and Developed Property on the Parcel.

C. CALCULATING THE MAXIMUM SPECIAL TAXES
The Administrator shall use the procedures set forth below to calculate the Maximum Special Taxes for each Parcel in the CFD in each Fiscal Year.
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CFD No. 2025-1 (KBPS #2) 6 December 17, 2024

Step 1: Identify the Maximum Special Taxes assigned to the Original Parcel; Step 2: Determine the total Acreage of Taxable Property created by subdivision of the Original Parcel;
Step 3: Divide the Maximum Special Taxes from Step 1 by the Acreage from Step 2 to calculate Maximum Special Taxes per acre;
Step 4: Multiply the per-acre Maximum Special Taxes from Step 3 by the Acreage in each Successor Parcel to calculate the Maximum Special Taxes for each Successor 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. c. Some, But Not All, Successor Parcels are Single Family Detached Lots If a Subdivision Map divides an Original Parcel into Successor Parcels, of which some are Single Family Detached Lots and some are not, the Administrator shall apply the following steps to allocate the Maximum Special Taxes assigned to the Original Parcel to each of the Successor Parcels:
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CFD No. 2025-1 (KBPS #2) 7 December 17, 2024
Step 1: Identify the Maximum Special Taxes assigned to the Original Parcel; Step 2: Determine the total Acreage of Taxable Property created by subdivision of the Original Parcel;
Step 3: Determine the total Acreage of Single Family Detached Property created by the subdivision by taking the sum of the Acreage in the individual Single Family Detached Lots;
Step 4: Divide the Maximum Special Taxes from Step 1 by the Acreage calculated in Step 2 to calculate Maximum Special Taxes per Acre; Step 5: Multiply the per-acre Maximum Special Taxes calculated in Step 4 by the Acreage of Single Family Detached Property calculated in Step 3 to determine the total Maximum Special Taxes to be assigned to the Single Family Detached Property created by the subdivision; Step 6: Divide the amount calculated in Step 5 by the number of Single Family Detached Lots created by the subdivision to determine the Maximum Special Taxes for each Single Family Detached Lot;
Step 7: Multiply the per-acre Maximum Special Taxes calculated in Step 4 by the Acreage of each Successor Parcel that is not Single Family Detached Property to calculate the Maximum Special Taxes for such Parcels.

D. ESCALATION OF MAXIMUM SPECIAL TAXES

G. EXEMPTIONS
No Special Taxes shall be levied on Public Property or Owners Association Property, as defined herein. Notwithstanding the foregoing, if in any Fiscal Year, a Parcel of Public Property is converted to private use, such Parcel shall be subject to the levy of Special Taxes. In such case, the City shall determine the appropriate Maximum Special Taxes for the Parcel based on the land uses to be constructed on the Parcel.
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CFD No. 2025-1 (KBPS #2) 9 December 17, 2024
H. 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 rate and method of apportioning the 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

CITY OF MODESTO
COMMUNITY FACILITIES DISTRICT NO. 2025-1
(KIERNAN BUSINESS PARK SOUTH #2)
Maximum Special Taxes Assigned to Each Original Parcel
Assessor’s
Parcel
Number
Fiscal Year 2024-25
Maximum One-Time
Facilities Special Tax [1]
Fiscal Year 2024-25
Maximum Annual
Maintenance Special Tax [2]
078-018-018 $91,059 $2,323
078-018-031 $1,315,865 $33,567
078-018-035 $843,408 $21,515
078-018-036 $0 $5,084
Resultant Parcel #1
078-018-053 $929,241 $23,705
Resultant Parcel #2
078-018-054 $1,047,916 $26,732
Resultant Parcel #3
078-018-055 $653,828 $16,679

1. Beginning in January 2025 and each January thereafter, the Maximum One-Time Facilities Special Tax shall be adjusted by the Escalation Factor. Each annual adjustment of the Maximum One-Time Facilities Special Tax shall become effective on the subsequent July 1.

CERTIFICATE OF CITY CLERK

AS TO RESULTS OF THE CANVAS OF ELECTION RETURNS

STATE OF CALIFORNIA )
) ss.

I further certify that the results of said election and the number of votes cast for and against the Proposition are as follows:

YES:____________
NO: ____________
TOTAL NUMBER OF VOTES CAST:________
Dated this ____ day of March, 2025.
____________________________________
Diane Nayares-Perez,
City Clerk of the City of Modesto
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295626830.1
CONCURRENCE ON HOLDING SPECIAL ELECTION LESS THAN 125

DAYS FOLLOWING PUBLIC HEARING
As the elections official of the special election (the “Election”) called for by the Resolution of the City of Modesto, acting as the Legislative Body of the City of Modesto Community Facilities District No. 2025-1 (Kiernan Business Park South #2) (the “District”), Calling a Special Election Related to the Special Tax and Appropriations Limit for said District, I hereby concur on holding the Election less than 125 days following the holding of the public hearing related thereto.

Dated: March 11, 2025
By:

Diane Nayares-Perez, City Clerk
City of Modesto, California
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

March 11, 2025
Date: February 18, 2025
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Bill Sandhu, Director of Public Works Department
SUBJECT: Purchase Agreement for Renewable Diesel and Bulk Fuels CONTACT: Patrick Crowley, Senior Public Works Manager, [email protected], 209- 342-2274
DESCRIPTION:

Consider approving the Purchasing Agreement for Renewable Diesel and Bulk Fuels to Hunt & Sons, LLC, Sacramento, CA, for a total amount not to exceed $18,750,000 over five years. (Funding Source: Various Funds)
STRATEGIC PLAN ELEMENT:

This item supports the City of Modesto 2020-2025 Strategic Plan Area of Focus: “Governance and Service Delivery”; build community trust in City government through responsive, transparent and efficient service delivery; Goal H; "Achieve Long-Term Financial Sustainability”.

BACKGROUND:

Public Works and Utilities Departments maintain storage tanks for bulk fuels used to fuel buses, fleet vehicles and non-public roadway powered equipment. There are a variety of tanks ranging from 400 gallon up to 12,000-gallon diesel storage tanks as well as a variety of smaller capacity tanks serving the City’s Fire Stations.

The average quantity delivered annually:
• Renewable Diesel – 883,000 gallons
• Unleaded – 20,000 gallons
• Red Dye – 1,650 gallons
The current agreement for bulk fuel is with Van De Pol Petroleum, Agreement #176713. At the February 4, 2020, Council meeting per Resolution 2020-098, Council approved the initial term of two years with three one-year extension options for a total of up to five years, beginning February 4, 2020, and ending on February 3, 2025, for an estimated annual amount of $1,270,000 and a total amount not to exceed $6,350,000.
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City Council Meeting, March 11, 2025
Purchasing Agreement for Renewable Diesel and Bulk Fuels

Page 2 of 3 ends

On January 11, 2021, Council approved a First Amendment by Resolution 2022-05 to increase funding by $1,480,796 from $1,270,000 to a new total amount of $2,750,796 annually and a not to exceed amount of $12,273,184 over the term of the agreement and authorized the Director of Finance to adjust delivery locations as needed, ensuring the combined totals were not changed.

On December 23, 2024, a Second Amendment requested to extend the Agreement #176713 with Van De Pol Petroleum was sent by the Purchasing Division. Van De Pol Petroleum agreed to the request extending the agreement with an extended expiration date of March 31, 2025.

DISCUSSION:

On June 28, 2024, the City Manager authorized the Purchasing Manager to solicit the procurement for Bulk Fuel Purchase and Delivery. On August 27, 2024, the Purchasing Division issued Invitation for Bids (IFB) 2324-94 for the Bulk Fuel Purchase and Delivery Service on the City’s PlanetBids public bidding website under various commodity codes.1 Prospective bidders were notified online and via email of the bid opportunity. Ten companies downloaded the IFB document from PlanetBids.

On October 1, 2024, bids were formally opened in the City Clerk’s office and broadcast via Microsoft Teams Livestream. Two chose to respond, and two local bids were received. Based on providing the lowest responsive and responsible bid, City staff recommended to award the Bulk Fuel Purchase and Delivery Service to Hunt & Sons, LLC, Sacramento, CA for a two–year agreement with three one-year extension options, for total estimated annual cost not to exceed $3,750,000 and $18,750,000 over five years.

Modesto Municipal Section 8-3.203 requires all purchases, which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid. Based on providing the lowest responsive and responsible bid which conforms to the Modesto Municipal Code, 8-3.203 City staff recommends the award of bid Bulk Fuel Purchase and Delivery Service to Hunt & Sons LLC.

FISCAL IMPACT:

The previous spending activity for these services for the past five years is as follows:

On January 1, 2025, fuel costs incurred a $0.65 per gallon price increase, which is approximately a 30 percent increase in the tax base. Additionally, there is a proposal for another increase of up to $0.85 per gallon later in calendar year 2025. With current pricing increases, staff estimates an 1 i.e. 72033 Gasoline, Compressed Natural Gas (CNG), Liquefied Petroleum Gas (LPG), And Diesel Fuel Pumps, Service Station Type 90662 Petroleum and Fuel (Storage and Distribution) – Architectural 95850 Fuel Management Services 40500 Fuel, Oil, Grease and Lubricants Fiscal Year Annual Cost
FY 20/21 $ 1,311,588
FY 21/22 $ 2,518,331
FY 22/23 $ 2,822,062
FY 23/24 $ 2,949,471
FY 24/25 (YTD) $ 1,685,098
Five Year Total $11,286,550
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City Council Meeting, March 11, 2025
Purchasing Agreement for Renewable Diesel and Bulk Fuels

Page 3 of 3 ends

initial annual cost not to exceed $3,750,000 and an overall cost not to exceed $18,750,000 over five years. Funds are allocated across the following accounts:

Fund Account Number Annual Budgeted Amount
Fleet Services 5400-53255-52220 $ 3,138,366
Water Fund 4100-45050-53100 $ 11,604
Wastewater Fund 4210-44313-52220
4210-44314-52220
$ 133,474
Oakdale Fire Department 0100-18212-52220 $ 67,456
Ceres Fire Department 0100-18213-52220 $ 67,155
Modesto Fire Department 0100-18610-52220 $ 324,343
Modesto Police Department 0100-19430-52220 $ 7,602
Annual Total Not to Exceed $ 3,750,000
Five Year Total Not to Exceed $18,750,000

COMMITTEE RECOMMENDATION
This item was considered by the Finance Committee at the meeting held on February 24, 2025, where it was recommended that it be forwarded to Council for approval.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving the Purchasing Agreement for Renewable Diesel and Bulk Fuels to Hunt & Sons, LLC, Sacramento, CA, for a total amount not to exceed $18,750,000 over five years; and authorizing the Director of Finance, or her designee, to execute the Agreement.

Approved by:

Bill Sandhu, Director of Public Works
Joseph P. Lopez, City Manager
Attachments:

1. Resolution

2. Purchasing Agreement #291327

3. Bulk Fuel IFB

4. Cost Abstract

5. Hunt & Sons Bid Submittal Checklist
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1 2025-

MODESTO CITY COUNCIL
RESOLUTION NO. 2025-XX

RESOLUTION APPROVING THE PURCHASING AGREEMENT FOR

RENEWABLE DIESEL AND BULK FUELS TO HUNT & SONS, LLC,
SACRAMENTO, CA, FOR A TOTAL AMOUNT NOT TO EXCEED $18,750,000

OVER FIVE YEARS AND AUTHORIZING THE DIRECTOR OF FINANCE, OR

HER DESIGNEE, TO EXECUTE THE AGREEMENT
WHEREAS, the City of Modesto, Public Works and Utilities Departments maintain storage tanks for bulk fuels used to fuel buses, fleet vehicles and non-public roadway powered equipment. There are a variety of tanks ranging from 400 gallon up to 12,000-gallon diesel storage tanks as well as a variety of smaller capacity tanks serving the City’s Fire Stations; and
WHEREAS, on February 4, 2020, by Resolution 2020-098, Council approved the initial term of two years with three one-year extension options for a total of five years, for an estimated annual amount of $1,270,000 and a total amount not to exceed $6,350,000; and
WHEREAS, on January 11, 2021, by Resolution 2022-05 Council approved a First Amendment to increase funding by $1,480,796 from $1,270,000 to a new total amount of $2,750,796 annually and a not to exceed amount of $12,273,184 over the term of the agreement and authorized the Director of Finance to adjust delivery locations as needed, ensuring the combined totals were not changed; and WHEREAS, on December 23, 2024, a Second Amendment requested to extend the Current Agreement #176713 with Van De Pol Petroleum was sent by the Purchasing Division. Van De Pol Petroleum agreed to the request extending the agreement with an extended expiration date of March 31, 2025; and
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2 2025-
WHEREAS, on June 28, 2024, the City Manager authorized the Purchasing Manager to solicit the procurement for Bulk Fuel Purchase and Delivery. On August 27, 2024, the Purchasing Division issued Invitation for Bids (IFB) No. 2324-94 for the Bulk Fuel Purchase and Delivery Service on the City’s PlanetBids public bidding website under various commodity codes. Prospective bidders were notified online and via email of the bid opportunity. Ten companies downloaded the IFB document from PlanetBids; and
WHEREAS, on October 1, 2024, bids were formally opened in the City Clerk’s office and broadcast via Microsoft Teams Livestream. Two chose to respond, and two local bids were received. Based on providing the lowest responsive and responsible bid, City staff recommended to award the Bulk Fuel Purchase and Delivery Service to Hunt & Sons, LLC, Sacramento, CA for a two–year agreement with three one-year extension options, for total estimated annual cost not to exceed $3,750,000 and $18,750,000 over five years; and
WHEREAS, Modesto Municipal Section 8-3.203 requires all purchases, which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid. Based on providing the lowest responsive and responsible bid which conforms to the Modesto Municipal Code, 8-3.203 City staff recommends the award of bid Bulk Fuel Purchase and Delivery Service to Hunt & Sons LLC.; and
WHEREAS, on January 1, 2025, fuel costs incurred a $0.65 per gallon price increase, which is approximately a 30 percent increase in the tax base. Additionally, there is a proposal for another increase of up to $0.85 per gallon later in calendar year 2025. With current pricing increases, staff estimates an initial annual cost not to exceed #11..
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3 2025-
$3,750,000 and an overall cost not to exceed $18,750,000 over five years. Funds are allocated across the following accounts;
Fund Account Number Annual Budgeted Amount
Fleet Services 5400-53255-52220 $ 3,138,366
Water Fund 4100-45050-53100 $ 11,604
Wastewater Fund 4210-44313-52220
4210-44314-52220
$ 133,474
Oakdale Fire Department 0100-18212-52220 $ 67,456
Ceres Fire Department 0100-18213-52220 $ 67,155
Modesto Fire Department 0100-18610-52220 $ 324,343
Modesto Police Department 0100-19430-52220 $ 7,602
Annual Total Not to Exceed $ 3,750,000
Five Year Total Not to Exceed $18,750,000
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the Purchasing Agreement for Renewable Diesel and Bulk Fuels to Hunt & Sons, LLC, Sacramento, CA, for a total amount not to exceed $18,750,000 over five years.

BE IT FURTHER RESOLVED the Director of Finance, or her designee, is hereby authorized to execute the Agreement, in a form approved by the City Attorney. #11..
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4 2025-
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 11th day of March, 2025, by Councilmember ________, who moved its adoption, which motion being duly seconded by Councilmember ______, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

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

BY: ____________________________________
JOSE M SANCHEZ, City Attorney
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1 HUNT & SONS, LLC
ANNUAL AGREEMENT #291327 BULK FUEL PURCHASE & DELIVERY SERVICE This agreement, hereinafter called AGREEMENT, made and entered into in the City of Modesto, State of California, this ____ day of _________, 2025, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and Hunt & Sons, LLC, a Limited Liability Company of CA, hereinafter called CONTRACTOR.

W I T N E S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2025-______ authorizing the Award of Bid and agreement for the BULK FUEL PURCHASE AND DELIVERY SERVICES to CONTRACTOR, attached hereto as Exhibit “A” and made a part hereof, and WHEREAS, the CONTRACTOR provided a responsive and responsible submittal that best meets the CITY needs, attached hereto as Exhibit “B”, and made a part hereof, and WHEREAS, the CITY and CONTRACTOR shall enter into an agreement for the BULK FUEL PURCHASE AND DELIVERY SERVICES as described in IFB 2324-94, attached hereto as Exhibit “C”, and made a part hereof (hereinafter called IFB).

NOW, THEREFORE, the parties hereto mutually agree as follows:

1. THE WORK:
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2 a) CONTRACTOR shall furnish all labor, materials, equipment, fuel, tools, licenses, bonds and insurance necessary to perform and complete the required work as specified in Exhibit “C”, and in strict accordance with the conditions of the complete AGREEMENT. b) CONTRACTOR shall do and perform the work contemplated hereby in a good workmanlike manner under the direction of and to the satisfaction of the CITY Representative. c) CONTRACTOR shall maintain proper insurance with the CITY for the duration of the AGREEMENT.
d) CONTRACTOR shall maintain a CITY business license for the duration of the AGREEMENT.
e) CONTRACTOR shall furnish said services at the following AGREEMENT rates for an estimated annual amount $3,750,000. The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $18,750,000. Unless the services provided are for a lump sum or flat fee, fees for work performed by CONTRACTOR on an hourly basis shall not exceed the amounts shown on Bid attached hereto as Exhibit B.

AGREEMENT PRICING

TANK LOCATIONS
Site Site Location Tank Size Average
Delivery
Fuel Type Price Per Gallon
Primary
Treatment
Plant
1221 Sutter Ave
Modesto, CA 95351
2500/1500 gals 450 Renewable Red
Dye Diesel
-.12 cents per gallon
OPIS Stockton Daily
UBD Low Rack
Primary
Treatment
Plant
1221 Sutter Ave
Modesto, CA 95351
1500gals 2,740 Renewable Diesel -.12 cents per gallon
OPIS Stockton Daily
UBD Low Rack
Primary
Treatment
Plant
1221 Sutter Ave
Modesto, CA 95351
500gals 1,250 Unleaded +.06 cents per gallon
OPIS Stockton Daily
UBD Low Rack
Secondary
Treatment
Plant
7007 Jennings Rd
Modesto, CA 95358
450gals 15,402 Unleaded +.06 cents per gallon
OPIS Stockton Daily
UBD Low Rack
Secondary
Treatment
Plant
7007 Jennings Rd
Modesto, CA 95358
450gals 4,120 Renewable Diesel -.12 cents per gallon
OPIS Stockton Daily
UBD Low Rack ______
Fleet
Services
1609 8th Street
Modesto, CA 95354
12,000gals 676,591 Renewable Diesel -.20 cents per gallon OPIS Stockton Daily
UBD Low Rack
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3 Fleet
Services
501 N. Jefferson
Modesto, CA 95354
500gals 874 Renewable Diesel -.12 cents per gallon
OPIS Stockton Daily
UBD Low Rack ______
Fleet
Services
501 N. Jefferson
Modesto, CA 95354
2,000gals 1,899 Unleaded -.12 cents per gallon
OPIS Stockton Daily
UBD Low Rack ______
Compost
Facility
7001 Jennings Rd
Modesto, CA 95358 1,200gals
34,521 Red Dye
Renewable Diesel
+.06 cents per gallon
OPIS Stockton Daily
UBD Low Rack _____
Fire Station
1 610 11 St
Modesto, CA 5354
1,000gals 10,555 Renewable Diesel -.12 cents per gallon OPIS Stockton Daily
UBD Low Rack ______
Fire Station
2 420 Chicago Ave
Modesto, CA 95351
1,000gals 7,304 Renewable Diesel -.12 cents per gallon
OPIS Stockton Daily
UBD Low Rack ______
Fire Station
3 635 El Vista Ave
Modesto, CA 95354
1,000gals 5,036 Renewable Diesel -.12 cents per gallon
OPIS Stockton Daily
UBD Low Rack ______
Fire Station
4 1505 Blue Gum Ave
Modesto, CA 95351
1,000gals 6,415 Renewable Diesel -.12 cents per gallon
OPIS Stockton Daily
UBD Low Rack ______
Fire Station
5 200 W Briggsmore Ave
Modesto, CA 95351
1,000gals 10,024 Renewable Diesel -.12 cents per gallon OPIS Stockton Daily
UBD Low Rack ______
Fire Station
6 2700 Standiford Ave
Modesto, CA 95350
1,000gals 4,867 Renewable Diesel -.12 cents per gallon
OPIS Stockton Daily
UBD Low Rack ______
Fire Station
7 1800 Mable Ave
Modesto, CA 95355
1,000gals 4,251 Renewable Diesel -.12 cents per gallon
OPIS Stockton Daily
UBD Low Rack ______
Fire Station
8 737 Airport Way
Modesto, CA
500gals 1,428 Renewable Diesel -.12 cents per gallon
OPIS Stockton Daily
UBD Low Rack ______
Fire Station
9 4025 Fara Biundo Dr
Modesto, CA 95355
1,000gals 4,147 Renewable Diesel -.12 cents per gallon
OPIS Stockton Daily
UBD Low Rack ______
Fire Station
10 148 Imperial Ave
Modesto, CA 95355
1,000gals 4,024 Renewable Diesel -.12 cents per gallon
OPIS Stockton Daily
UBD Low Rack ______
Fire Station
11 4225 Carver Rd
Modesto, CA 95355
1,000gals 4,599 Renewable Diesel -.12 cents per gallon
OPIS Stockton Daily
UBD Low Rack ______
Fire Station
27 450 S. Willowood Dr.

Oakdale, CA 95361
500gals 4,079 Renewable Diesel -.12 cents per gallon
OPIS Stockton Daily
UBD Low Rack ______
Fire Station
28 325 E G Street Oakdale, CA
95361
500gals 5,082 Renewable Diesel -.12 cents per gallon
OPIS Stockton Daily
UBD Low Rack ______
Fire Station
29 17700 Main Street Knights
Ferry, CA 95361
500gals 2,331 Renewable Diesel -.12 cents per gallon
OPIS Stockton Daily
UBD Low Rack ______
Fire Station
30 13200 Valley Home Rd
Oakdale, Ca 95361
500gals 5,000 Renewable Diesel -.12 cents per gallon
OPIS Stockton Daily
UBD Low Rack ______
Tank or
Well Site
There are 30 water tank or well
sites located throughout the
city.

Various Wet hose up to
5,000 gal annually
Renewable Diesel -.12 cents per gallon
OPIS Stockton Daily
UBD Low Rack ______
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4 2. CITY REPRESENTATIVE:

CITY Representative: Patrick Crowley (209) 342-2274, [email protected] Purchasing Representative: Kim Presson, Buyer (209) 577-5375, [email protected] The CITY Representative is not authorized to commit the CITY to changes in specifications, requirements, or scope of work, changes in price(s), period of performance or delivery date(s) or method of shipment. Changes of a contractual or business nature shall be effective only by written change to the AGREEMENT, issued by the City of Modesto, Purchasing Division.

3. CONTRACTOR CONTACT:

Brad McGhee, Director of Sales
Phone: (209) 522-7291 Email: [email protected]

4. TERM OF AGREEMENT:

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

Year 1: MARCH 12, 2025 through MARCH 11, 2026
Year 2: MARCH 12, 2026 through MARCH 11, 2027
Year 3: MARCH 12, 2027 through MARCH 11, 2028
Year 4: MARCH 12, 2028 through MARCH 11, 2029
Year 5: MARCH 12, 2029 through MARCH 11, 2030
Pricing as set forth in Section 1.e. above shall remain firm for the first two years of the AGREEMENT.

Price increases for any subsequent AGREEMENT years following the second year, shall not exceed the percentage change in the Consumer Price Index (CPI) for the City of Modesto West Urban Area in any one AGREEMENT year, and shall be negotiated through the Purchasing Division. Requests for price #11..
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5 increases shall be submitted by CONTRACTOR in writing, ninety (90) days prior to the annual anniversary date of the AGREEMENT to be effective for the subsequent year.

Price adjustments for diesel fuel fluctuations may be considered. A thirty (30) day written notice is required for consideration. Any price adjustment shall be negotiated through the Purchasing Division, and approved at the sole discretion of the CITY.

The index used to determine price adjustments on diesel fuel shall come from the Energy Information Administration Website: HTTPS://WWW.EIA.GOV/PETROLEUM/GASDIESEL/, California data

5. LIABILITY INSURANCE:

During the term of this AGREEMENT, CONTRACTOR shall maintain in full force and effect at its own cost and expense the insurance coverage as set forth in the attached Exhibit (D) to this AGREEMENT and shall otherwise comply with the other provisions of Exhibit (D) to this AGREEMENT. The city utilizes a software program “PINS Advantage” where vendor is responsible for uploading and maintaining updated insurance.

6. PAYMENT:

CONTRACTOR shall invoice CITY not less than once per month based on the cost for services performed and reimbursable costs incurred prior to the invoice date. All invoices shall be paid in full the following payment terms within thirty days after completion and acceptance of the Services by the CITY, and receipt of a properly prepared invoice, CITY will pay CONTRACTOR [TO BE DETERMINED BY IFB RESPONSE IN FINAL AGREEMENT, EITHER “Net 45 Days via manual check”. The CITY is exempt from payment of Federal Excise Tax, and all invoices shall be exclusive of such excise tax.

Invoice to: City of Modesto
Attn: Accounts Payable
P.O. Box 642
Modesto, CA 95353
Email to: [email protected]
At a minimum, invoices shall state the following:
 This AGREEMENT #29132.
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6  CITY department/division name and address
 Billing period
 Service hours worked day and week.
 Unit price, extended price, sales tax and total

7. INDEMNITY: The CONTRACTOR shall hold the CITY, its agents, officials, 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 CONTRACTOR, or its agents, officials, officers, employees, or volunteers relating to or during the performance of its obligations under this AGREEMENT. CONTRACTOR’s obligation to defend, indemnify, and hold the CITY, its agents, officials, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this AGREEMENT for CONTRACTOR to procure and maintain a policy of insurance.

8. VENUE & GOVERNING LAW:

Venue for any dispute or claim arising or related to this AGREEMENT its performance, breach, or interpretation (including issues about its validity or enforceability), shall be exclusively in the Superior Court of Stanislaus County or the United States District Court for the Eastern District of California This AGREEMENT shall be deemed made in, governed by, performed in, and construed and enforced in accordance with the laws of the State of California, without giving effect to its conflicts of laws provisions or principles.

9. 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.

10. COMMENCEMENT AND COMPLETION OF THE WORK:
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7 The work contemplated herein shall be commenced as immediately after the agreement administrator receives and has on file:

Proofs of insurance (approved by CITY Risk Manager); and Executed Agreement;
a. Resolution No.2025-_______;
b. CONTRACTOR Bid submittal;
c. IFB No. 2324-94;
d. Pins Insurance
e. Contractor’s City of Modesto business license

11. TERMINATION OF SERVICES:

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: The City may also terminate this AGREEMENT the Contractor's performance under the Agreement, either in whole or in part, at its own discretion and without cause.

Post-Termination Procedure
Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the CONTRACTOR shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subcontractors, and agents are notified of such termination and act as specified in the notice of termination. b. Terminate all orders and subcontracts except as necessary to complete any portion #11..
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8 of the SERVICES that are 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, but in no event shall recovery by any CONTRACTOR or subcontractor include lost profits for portions of the SERVICES 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 CONTRACTOR in performing the SERVICES 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 SERVICES 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 SERVICES and/or property related to the SERVICES;
h. If CITY so requests, and at CITY's cost, CONTRACTOR shall provide sufficient oral or written status reports to make CITY reasonably aware of the status of CONTRACTOR’s work on the SERVICES.
i. CONTRACTOR understands and agrees that CITY may, in CITY’s sole discretion, refuse to pay CONTRACTOR for that portion of CONTRACTOR's SERVICES which were performed by CONTRACTOR on the project prior to the termination date and which remain unacceptable and/or not useful to CONTRACTOR as of the termination date.
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9 CITY will pay CONTRACTOR for SERVICES 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 CONTRACTOR 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 SERVICES such as subcontractor agreements or contracts for materials; b. The AGREEMENT price allocable to the portion of the SERVICES properly performed or goods supplied to the work site by the CONTRACTOR as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the CONTRACTOR for such SERVICES.

12. COMPLIANCE WITH ALL LAWS:

CONTRACTOR hereby agrees that CONTRACTOR and its subcontractors, if any, in the performance of the SERVICES described herein, will comply with all federal, state, county and municipal laws, rules and regulations which may be applicable to the work herein contracted for, whether now in existence or hereafter adopted.

13. FAILURE TO PERFORM SATISFACTORY WORK: It is agreed and understood that if the CONTRACTOR fails to perform the SERVICES as specified herein, CITY's representative may:
a. Consent to accept such unsatisfactory service with an appropriate adjustment in contract price, based on established cost factors,
b. Have such required work done by CITY forces or otherwise, and charge the cost thereof to the CONTRACTOR, or
c. Recommend termination of AGREEMENT between said the CONTRACTOR and the City of Modesto.
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10 Those discrepancies and deficiencies in the SERVICES that remains uncorrected after the date set for correction may be the necessary justification for a billing adjustment in the month following the occurrence.

Unless otherwise negotiated, billing adjustments for this incomplete or uncorrected work shall be permanent retention of 100% of the estimated monthly cost for the SERVICES not corrected or completed.

14. ASSIGNMENT OF RIGHTS: The CONTRACTOR offers and agrees, and will require all subcontractors and suppliers to agree, to assign to the CITY all rights, title, and interest in and to all causes of action it and they may have under Section 4 of the Clayton Act (15 United States code, Section 15) or under the Cartwright Act (Business and Professions Code, Section 16700 et seq.), arising from the acquisition of goods, services, or materials pursuant to this AGREEMENT or any allowed subcontract. The assignment made by CONTRACTOR and all assignments made by subcontractors and suppliers shall be made and become effective at the time the CITY makes final payment to The CONTRACTOR, without further acknowledgment by the parties (Government Code, Sections 4550-4554).

15. CITY PROCESS/PROCEDURE APPROVALS: CITY approval of any process or procedure shall not relieve CONTRACTOR of its responsibility to furnish the required SERVICES meeting all specifications contained herein.

16. CONTRACTOR'S RESPONSIBILITY FOR DAMAGES: If CONTRACTOR damages any property belonging to the CITY or a third party, the CONTRACTOR will be required to make repairs immediately, at CONTRACTOR’s sole cost and expense, to the satisfaction of the CITY. In the event that CONTRACTOR fails to perform the necessary repairs, the CITY may either retain from the money due to CONTRACTOR an amount sufficient to repair the damage or perform the repairs and send an invoice to the CONTRACTOR for such costs, which shall be paid within thirty (30) days.

17. NOTICES:

Any notice, payment or instrument required or permitted by this AGREEMENT to be given or delivered to either party shall be deemed to have been received when personally delivered, or one calendar #11..
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11 week following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, addressed as follows:

CONTRACTOR: Hunt & Sons, LLC
5725 Alder Ave
Sacramento, CA 95829
CITY: City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

18. SIGNATORY(IES) FOR CONTRACTOR:

Each signatory for CONTRACTOR below warrants and represents that it is legally competent to, and have full authority to, execute the AGREEMENT.

19. QUANTITIES: No minimum or maximum is guaranteed or implied.

20. FUNDING: All annual extensions are based upon continuous funding for that purpose by the City Council. Failure to fund any annual extension shall result in an immediate termination of the AGREEMENT without redress.

21. OTHER GOVERNMENT/PUBLICLY FUNDED AGENCIES: If mutually agreeable to all parties, the issuance of any resultant contract/purchase order referencing these specifications and modified by mutual agreement between all parties may be extended to other government or publicly funded agencies. It shall be understood that all terms and conditions as specified herein shall apply.

22. NON-DISCRIMINATION:
a. During the performance of this AGREEMENT, CONTRACTOR and any allowed subcontractors shall not unlawfully discriminate against any employee or applicant for employment because of race, color, ancestry, religion, sex, national origin, marital status, age, medical condition (cancer related), physical handicap #11..
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12 (including AIDS), sexual orientation, or any other basis prohibited by Federal or California law. Equal employment opportunity extends, but is not limited to recruitment, compensation, benefits, layoff, termination, and all other conditions of employment. The CONTRACTOR and any allowed subcontractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination.

The CONTRACTOR and any allowed subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et seq.) and the applicable regulations promulgated thereunder (California Administrative Code, Title 2, and Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12900, set forth in Chapter 5 of Division 4 of Title 2 of the California Administrative Code are incorporated into this contract by reference and made a part hereof as if set forth in full. b. The CONTRACTOR and any allowed subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.
c. The CONTRACTOR shall include the nondiscrimination and compliance provisions of this clause in any allowed subcontracts to perform SERVICES. d. The Contractor shall permit access by representatives of the Department of Fair Employment and Housing and the CITY upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours notice, to such of its books, records, accounts, other sources of information and its facilities as said Department or CITY shall require to ascertain compliance with this AGREEMENT. e. By executing this AGREEMENT, CONTRACTOR certifies that it shall follow and be in compliance with the Americans with Disabilities Act of 1990, the applicable administrative requirements promulgated in response thereto, and any other applicable Federal laws and regulations relating to handicap discrimination and participation, and will continue to do so for at least the duration of the AGREEMENT and any extensions thereof.
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13 23. CONTRACTOR LICENSES & PERMITS: CONTRACTOR warrants and represents that it possesses and shall maintain all licenses, and shall secure and maintain all necessary permits, necessary to perform the SERVICES.

24. RECORDS: All final versions of reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that CONTRACTOR prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the CITY. CONTRACTOR hereby agrees to deliver those documents to the CITY upon termination of the AGREEMENT, and the CITY may use, reuse or otherwise dispose of the documents without CONTRACTOR’s permission. 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.

25. FACILITIES AND EQUIPMENT: Except as set forth herein, CONTRACTOR shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this AGREEMENT. CITY shall make available to CONTRACTOR only the facilities and equipment listed in EXHIBIT “B” and “C”, and only under the terms and conditions set forth herein.

26. INDEPENDENT CONTRACTOR; NOT AGENT: At all times during the term of this AGREEMENT, CONTRACTOR shall be an independent contractor and shall not be an employee of CITY. CITY shall have the right to control CONTRACTOR only insofar as the results of CONTRACTOR’s services rendered pursuant to this AGREEMENT. Except as CITY may specify in writing, CONTRACTOR shall have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent. CONTRACTOR shall have no authority, express or implied, pursuant to this AGREEMENT to bind City to any obligation whatsoever.

27. DRUG FREE WORKPLACE: CONTRACTOR certifies that it is following and in compliance with Sections 8350 - 8355 of Chapter 5.5 of the Government Code, Drug Free Workplace Act whereby each person or organization awarded a contract/purchase order or grant for the procurement of any property or service from #11..
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14 any state agency (city) shall certify to the contracting or granting agency that it will provide a drug free workplace.

28. ASSIGNMENT:

Neither this AGREEMENT nor any SERVICES hereunder shall be subcontracted or assigned by CONTRACTOR without the prior written consent of the CITY in each and every instance.

29. 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.

30. HEADINGS NOT CONTROLLING:

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

31. MISCELLANEOUS:

Time is of the essence in CONTRACTOR’s performance under each provision of this AGREEMENT.

32. ENTIRE AGREEMENT:

This Agreement and its exhibits contain the entire understanding between CONTRACTOR and CITY. Additional or new terms contained in this AGREEMENT which vary from CONTRACTOR’S bid are controlling and are deemed accepted by CONTRACTOR by performance of any SERVICES or other commencement of performance hereunder. The terms and conditions of the IFB, attached hereto as Exhibit C, are incorporated herein. In the event of a conflict between the IFB and this AGREEMENT, this AGREEMENT shall control. All previous bids, 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 or exception to any of the terms, conditions, and provisions of this AGREEMENT shall be considered valid unless specifically agreed to in writing by the parties.

33. PARTIAL INVALIDITY:
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15 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.
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16 IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attested by its City Clerk under authority of Resolution No. 2025-_______, adopted by the Council of the City of Modesto on the _____________ day of _____________________, 2025 and _____________________has caused this Agreement to be duly executed.
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INVITATION FOR BIDS # 2324-94

BULK FUEL PURCHASE AND

DELIVERY SERVICES
1 INVITATION FOR BIDS (“IFB”) NO. 2324-94
FOR

BULK FUEL PURCHASE AND DELIVERY SERVICES
BID OPENING: OCTOBER 01, 2024 at 11:00 A.M.

CITY OF MODESTO CONTACT: Kim Presson, Buyer
E-MAIL ADDRESS: [email protected]
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2 Table of Contents
NOTICE TO BIDDERS ............................................................................................................................. 3 CALENDAR OF EVENTS ........................................................................................................................ 5 CITY CONTACT ....................................................................................................................................... 5 PRECEDENCE........................................................................................................................................... 5 VIRTUAL BID OPENING......................................................................................................................... 6 GENERAL BID REQUIREMENTS .......................................................................................................... 7 BID SUBMITTAL CHECKLIST............................................................................................................. 15 BID FORM A - IFB ACKNOWLEDGEMENT .................................................................................. 16 BID FORM B – BIDDER COMPANY INFORMATION................................................................... 19 BID FORM C - PRICING SCHEDULE .............................................................................................. 21 BID FORM D – BIDDER EXCEPTIONS, CLARIFICATIONS, AMENDMENTS.......................... 24 BID FORM E – BIDDER CUSTOMER REFERENCES .................................................................... 25 BID FORM F - FINANCIAL INTEREST DISCLOSURE.................................................................. 27 BID FORM G – SUPPORT OF LOCAL VENDORS.......................................................................... 29 BID FORM H - BIDDER COMPANY HISTORY STATEMENT..................................................... 30 BID FORM I - ADDENDA ACKNOWLEDGEMENT ...................................................................... 31 BID FORM J – BIDDER WARRANTY STATEMENTS................................................................... 32 BID FORM K – BIDDER EXPERIENCE AND CERTIFICATIONS................................................ 33 BID FORM L - SUBCONTRACTOR LIST.......................................................................................... 34 TECHNICAL SPECIFICATIONS AND REQUIREMENTS ................................................................. 35

1.1 SCOPE OF WORK:........................................................................................................................ 35

1.7 REQUIRED LICENSES:................................................................................................................ 39 SAMPLE AGREEMENT......................................................................................................................... 41 #11..
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3 NOTICE TO BIDDERS
NOTICE IS HEREBY GIVEN that the City of Modesto, County of Stanislaus, State of California (“City”), will receive at the City Clerk’s office, 1010 Tenth Street, Suite 6600, Modesto, CA 95354 sealed Bids (each, a “Bid”) from qualified Bidders (each, a “Bidder”) for the furnishing of Bulk Fuel Purchase and Delivery Services (the “Services”) for the City of Modesto, Public Works Department, Fleet Division.

All equipment, materials, and supplies shall be furnished F.O.B. City of Modesto (delivery charges borne by Bidder, included in the Services pricing herein, and not separately charged to the City).

Bidders are highly recommended to download all IFB documents from the City’s Purchasing Division website at http://www.modestogov.com/257/Contracting-Bid-Opportunities; such IFB documents shall include all specifications necessary for Bidders to submit a responsive Bid..

Each Bid shall be sealed and filed with the City Clerk’s office, 1010 Tenth Street, Suite 6600, Modesto, CA 95354 prior to October 01, Date, 2024 at 11:00 A.M., at which time Bids will be opened, read and recorded. The opening of bids will not be physically open to the public but may be viewed simultaneously via video conferencing in the manner provided for herein. All Bids shall be available for review following City Council award approval at the Purchasing Division, 1010 Tenth Street, 5th Floor, Suite 5300, Modesto, CA 95354.

Bids will be received only at the address shown above, and prior to the time indicated. Any Bid received at or after said time and/or date, or at a place other than the stated address cannot be considered and will be returned to the Bidder unopened.

All Bids, whether delivered by an employee of the Bidder, U.S. Postal Service, courier or package delivery service must be received and time stamped at the stated address prior to the time designated.

The City Clerk’s time stamp shall be considered the official timepiece for the purpose of establishing the actual receipt of Bids. Bids will not be accepted by email or facsimile. The City of Modesto assumes no responsibility for delay in the delivery of the Bid. #11..
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4 On the outside of the Bid envelope and courier envelope, if any, the Bidder shall indicate the following:
“NAME AND ADDRESS OF BIDDER
BID IN RESPONSE TO INVITATION FOR BIDS # 2324-94
BID OPENING DATE: OCTOBER 01, 2024, AT 11:00 A.M.”
Bidder must deliver your Bid by a preferred method to the appropriate location below:

MAIL TO: CITY CLERK

CITY OF MODESTO
P.O. BOX 642
MODESTO, CA 95354
DELIVER/ COURIER TO: CITY CLERK

CITY OF MODESTO
1010 10TH STREET, SUITE 6600
MODESTO, CA 95353
The City reserves the right to reject any or all Bids or to waive any informalities or minor irregularities in a Bid.

No Bidder may withdraw its Bid for a period of one hundred twenty (120) days after the date set for the opening thereof.
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5 CALENDAR OF EVENTS
Event Date
IFB Issued August 27, 2024
Written Questions Due via Email September 09, 2024, 2024 Addendum Issued (if required) September 13, 2024 (approximate date) Bid Due Date & Time PRIOR 11:00 A.M. on Tuesday, October 01, 2024 Contract Award February 2025

CITY CONTACT
All questions regarding these specifications, terms, and conditions shall be submitted in writing via email to the City’s Purchasing Division contact named on the cover page of this IFB (“City Contact”) by the date listed in the CALENDAR OF EVENTS above. The City will respond to pertinent questions through issuance of an Addendum to be available to all Bidders. All contact between Bidder and the City regarding the Bid process shall be through the City Contact. Attempts by the Bidder to contact other City personnel regarding this IFB and associated process may result in disqualification of the Bidder. Notwithstanding the foregoing, information intentionally or unintentionally provided by any person other than the City Contact may not be correct and will not be binding upon the City.

BIDDER FAMILIARITY WITH SERVICE CONDITIONS
It is the responsibility of each Bidder to become familiar with all of the specifications, terms and conditions and the site condition (if applicable). The Bidder agrees to and acknowledges all IFB specifications, terms, and conditions and indicates the ability to perform by submission of a Bid. By the submission of a Bid, the Bidder certifies that if awarded a contract it will make no claim against the City based upon ignorance of conditions or misunderstanding of the specifications.

PRECEDENCE
Bidder agrees that any agreement resulting from City’s acceptance of its Bid, together with the terms in any City purchase order and associated specifications provided by the City to Bidder therewith, shall comprise the entire agreement between City and Bidder. Moreover, Bidder agrees that any additional or contrary terms contained in Bidder’s acknowledgement of, shall be null and void. #11..
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6 VIRTUAL BID OPENING
The City of Modesto will be broadcasting Bid openings live electronically via Microsoft Teams at 11:00 a.m. (Pacific Time) on Tuesday, October 01, 2024. The City Clerk Record of Bid document should be available on Planet Bids by the end of the same day.

The public Bid opening for this Invitation for Bids will be available using the URL link containing the Number and Title of the Bid on the cover page, provided below. By submitting your Bid for the abovestated IFB you acknowledge, understand, and agree to this modified Bid opening procedure.

URL: https://teams.microsoft.com/l/meetup
join/19%3ameeting_NTI0YzBiMDMtNDQ0Yi00YjNlLWIwZjYtYzg4ZDVjMDdkM2Mz%40thread.v2 /0?context=%7b%22Tid%22%3a%22125ccacf-fc61-463c-9976-
189f876ff90b%22%2c%22Oid%22%3a%229715c333-c997-4dd7-8984-12cd4deaa705%22%7d Join Microsoft Teams Meeting (Click here to join the meeting) • +1 (469)-998-7409
• Conference ID: 961 656 049#
Should you have any questions regarding this, please do not hesitate to contact the Purchasing Department Contact listed on the Cover Page.
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7 GENERAL BID REQUIREMENTS
A. BID SUBMITTAL: Bidders should submit two “inked” (preferably blue ink) signed original Bid document, plus one copy of the signed original Bid document, and one electronic copy submitted via USB. The original Bid document shall be clearly marked. Photocopies do not constitute an original Bid. FAILURE TO FURNISH AT LEAST ONE “INKED” SIGNED ORIGINAL BID DOCUMENT MAY RESULT IN DISQUALIFICATION.

B. CONFIDENTIAL BIDDER INFORMATION: It is the responsibility of the Bidders to identify information in their Bid submission that they may consider to be confidential under the California Public Records Act. To the extent that the City agrees with that designation, such information will be held in confidence whenever possible. All other information will be considered public.

C. BIDDER COSTS INCURRED IN RESPONDING TO IFB: All costs associated with the preparation and submission of a Bid shall be borne by the Bidder.

D. BIDDER EXCEPTIONS: All exceptions taken to this IFB and associated specifications shall be specifically and clearly identified on Exceptions, Clarifications and Amendments form.

Failure to comply with this provision may deem the Bid as non-responsive. Please review the Sample Agreement and make note on the Exceptions, Clarifications, and Amendments form for any changes. Exceptions taken shall not affect the overall performance and quality of equipment, materials and/or provision of Services required by the City. The Purchasing Manager or designated agent shall make the final decision regarding the acceptability of equipment, materials and/or provision of Services with exceptions.

E. CITY ACCEPTANCE/REJECTION OF IRREGULAR BIDS: An agreement shall be awarded to the Bidder whose Bid most closely satisfies the needs of the City and is deemed the most advantageous to the City. The City reserves the right to reject any or all Bids or to waive any informalities or minor irregularities in a Bid.

F. COMPLETE BID DOCUMENT: The following forms constitute the makeup of a complete Bid document and shall be signed wherever indicated and submitted to the City in the order listed:
• Bid Form A - IFB Acknowledgement
• Bid Form B – Bidder Company Information
• Bid Form C - Pricing Schedule
• Bid Form D – Bidder Exceptions, Clarifications, Amendments • Bid Form E – Bidder Customer References
• Bid Form F - Financial Interest Disclosure
• Bid Form G – Support of Local Vendors
• Bid Form H – Bidder Company History Statement
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BULK FUEL PURCHASE AND

DELIVERY SERVICE
8 • Bid Form I - Addenda Acknowledgement Page (if applicable) • Bid Form J – Bidder Warranty Statements
• Bid Form K– Bidder Experience and Certifications
• Bid Form L - Subcontractor List
Failure to furnish any of these documents may result in disqualification.

G. COMPLIANCE/NON-COMPLIANCE: If Bidder cannot comply with a specification requirement in this IFB, note on the Exception, Clarifications, Amendments form of the specification paragraph, your exception, and your recommendation. The Purchasing Manager will evaluate your recommendation. If after evaluation it is determined that the Bidder is not in compliance with the specification, the Bid may be rejected.

H. PROPOSED PRICING FORMAT:
• The cost of labor, equipment, fuel, licenses, bonds, permits, and insurance necessary to perform the required provision of Services shall be included in Bid pricing, along with Bidder’s profit margin and any other cost factors.
• Unless otherwise stated, the Bidder agrees that, in the event of a price decline, the benefit of such lower pricing shall be extended to the City.
• The City of Modesto shall not pay mileage charges or travel time from the Contractor’s place of business to the job site, or from site to site, or for the Contractor’s travel time to pick up materials.
• Bidder shall use the pricing schedule provided in this IFB to present Bid pricing. No other form or format shall be accepted. Bid must be submitted on the Pricing Schedule provided. No alterations may be made to the pricing schedule. Any exceptions, amendments or adjustments should be noted on the Exception, Clarification, Amendments Form.

I. AWARD OF BID:
• The City may award one or more agreements to one or more Bidder in order to provide for backup, or in case the “primary” contractor is unable to meet the City’s needs. • The City reserves the right to decline to award any agreement if it is determined that the proposed pricing is not competitively priced based on similar agreements with public agencies within the State of California or if the bids received fail to meet the City’s requirements.
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DELIVERY SERVICE
9 • The City reserves the right to select that Bid, which best suits the City’s needs. In addition to price, consideration will be given to the quality and performance of the service to be purchased, and the criteria listed in Modesto Municipal Code Section 8-

3.203(f). Regardless of City staff’s recommendation, the City Council reserves the right to award an agreement to the Bidder that best suits the City’s needs as determined by the City Council whether or not said award is consistent with City staff’s recommendation for award.

J. SUPPORT OF LOCAL VENDORS: Should the Bidder that submits the lowest responsive Bid or and would otherwise normally qualify to receive the Bid pursuant to Sections 8-3.203 and 8-

3.204 of the Modesto Municipal Code (MMC) not be a local business as defined herein, the lowest Bid or quote submitted by a local business that is within 5% of the lowest Bid, whether or not that Bidder is the second lowest Bidder, may be deemed to be the lowest Bidder if the local Bidder agrees to reduce its Bid to match the Bid or quote of the lowest Bidder in writing within five business days after notification by City Purchasing staff, provided that said local Bidder is deemed to be a responsible Bidder as determined by the Purchasing Manager. To qualify as a local Bidder, the Bidder must have a physical business location within the City of Modesto and a current City of Modesto business license.

K. INDEMNITY: The successful Bidder (the “Contractor”) will be required to hold the City, its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgements 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 the Contractor, its agents, officers, employees, and volunteers relating to or during the performance of its obligations under this Bid. Contractor’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 for Contractor to procure and maintain a policy of insurance. With reference to the foregoing, the parties agree that all risk of loss, including but not limited to damages, property losses and defense of third-party suits, arising out of or relation to the operation of City-owned vehicles by Contractor’s employees will be apportioned to Contractor in accordance with the provisions contained in indemnity.

L. BIDDER REPRESENTATION: Bidder represents that:
• Bidder has had an opportunity to examine and has examined any and all of the documents, including specifications, any resultant contract and supporting data, and that it has, from the information contained in such documents, specifications, and data, fully acquainted itself with all conditions relevant to the work. #11..
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10 • Bidder has made all reasonable investigations essential to a full understanding of the difficulties, which may be encountered in performing the work. • Bidder will complete the proposed provision of Services for the compensation stated in any resultant agreement.
• Bidder assumes full and complete responsibility for all conditions relevant to the proposed provision of Services and all risks in connection therewith. • Bidder represents that it is fully qualified to perform the proposed provision of Services in accordance with the terms of any resultant agreement within the time specified therein.

M. BID PROTEST AND APPEAL PROCEDURES: Bidders wishing to protest or appeal a contract award decision by the City of Modesto must follow the procedures provided in this section. Protests or appeals which are not submitted in accordance with these procedures will not be reviewed.

Definitions
For the purposes of these procedures: "Days" means working days in which City Hall is open for business, excluding holidays and weekends.
"Bid" includes the term "offer" or "proposal" as used in the context of formal, informal, or negotiated procurements.
"Announced Decision" includes the term “Notice of Intent to Award Letter”. Once the City has issued an Announced Decision, the date noted will begin the time that a Bidder may lodge a protest.

Protest Procedures
• Only a Bidder who has actually submitted a Bid is eligible to submit a protest against the City’s Announced Decision.
• Subcontractors are not eligible to submit bid protests. • A Bidder may not rely on the bid protest submitted by another bidder but must timely pursue its own protest.
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11 • A written protest to an Announced Decision must be made to the City of Modesto's Director of Finance no later than ten days after the date of the Announced Decision. • The protest shall be delivered or sent by registered mail and received by the City by the deadline, or protest will be automatically rejected. Protestors who choose to be represented by legal counsel are responsible for the associated expenses. • The protest shall be accompanied by a certified or cashier's check in the amount of $300.00, (except for protests of Federally Funded agreements), made payable to the Clerk of the City of Modesto. Protests filed without the requisite fee will be rejected without any additional review.
• The protest filed with the Director of Finance shall:
a. Include the name, address, email address and business telephone number of the protestor;
b. Identify the protest by name, Invitation for Bid (IFB) or Request for Proposal (RFP) number, and IFB/RFP date;
c. The bid protest must contain a complete statement of the basis for the protest and all supporting documentation. The protest must refer to the specific portion or portions of the Contract Documents upon which the protest is based; d. Include all supporting documentation, if any. Documentation submitted after filing deadline will not be reviewed.
• Bid Protests: A Bidder shall follow, in order, the following steps:
a. Protest to Director of Finance: Upon receipt of a complete and timely protest, the Director of Finance shall review all the submitted materials and shall create and retain a written record of the review. The Director of Finance shall respond at least generally to each material issue raised in the protest not later than ten days after receipt of the protest. Notice of the Director of Finance's decision may be given by letter mailed through U.S. Postal Service.

All protests to the Director of Finance shall either be delivered to:

City Clerk’s Office
Attn: Director of Finance
1010 Tenth St. Suite 6600
Modesto CA 95354
Or mailed to:
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12 City Clerk’s Office
Attn: Director of Finance
PO Box 642
Modesto CA 95353
b. Appeal to Deputy City Manager: At the protestor’s discretion, the decision of the Director of Finance may be appealed in writing to the City of Modesto's Deputy City Manager(s) no later than ten days after the date of the Director of Finance’s Decision. The scope of the appeal shall be limited by the issues raised in the initial protest to the Director of Finance. The Deputy City Manager shall not be permitted to review any newly raised issues. The Deputy City Manager shall review the appeal, accompanying supporting documents, if any and the written records of the protest review by the Director of Finance. A written record of the Deputy City Manager's review shall be created and maintained. The Deputy City Manager shall give notice of their decision to the protestor within ten days after receipt of appeal.

Further protest appeals shall either be delivered to:

City Clerk’s Office
Attn: Deputy City Manager
1010 Tenth St. Suite 6600
Modesto CA 95354
Or mailed to:

City Clerk’s Office
Attn: Deputy City Manager
PO Box 642
Modesto CA 95353
d. Appeal to City Council: Any protestor seeking to appeal to the decision of the Deputy City Manager may appeal in writing to the City Council by filing with the City Clerk a written notice of such appeal not later than ten days after the date of the Deputy City Manager's decision. The City Clerk will calendar the protest for Council hearing and give notice of the time and place of the hearing as provided in Modesto Municipal Code Sections 1-4.01 through 1-4.05. The City Council’s decision on the appeal shall be final.

All protest appeals to the City Council shall either be delivered to:
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13 City Clerk’s Office
Attn: City Council
1010 Tenth St. Suite 6600
Modesto CA 95354
Or mailed to:

City Clerk’s Office
Attn: City Council
PO Box 642
Modesto CA 95353
e. Optional Alternative Process for Protests of Procurement Actions Exceeding $250,000: A Bidder protesting procurements exceeding $250,000 shall comply with the procedures contained herein, except that in lieu of appeal to the Deputy City Manager a protestor may request that the protest be heard and decided at an administrative hearing.

A written request for administrative hearing shall be accompanied by a certified or cashier's check in the amount of $1,500, (except for protests of Federally Funded projects); The request for hearing shall include the specific grounds of the appeal.

The City of Modesto shall select and engage an impartial and qualified person to act as hearing officer in the pending protest. The protestor shall have the right to twice reject the selected hearing officer, provided that the City is notified of such rejection within three days of notice to protestor of the name of the hearing officer.

The protest shall be heard not later than twenty days after receipt of protestor's request for hearing and the selection of a hearing officer. Protests not made in a timely manner shall be deemed withdrawn, unless the City and the protestor mutually agree otherwise in writing. The protestor’s failure to accept a hearing officer after the third attempt by City staff to identify an impartial hearing officer shall be deemed a withdrawal of the protest.

The costs of the hearing officer and expenses of the protest shall be borne by the protestor. The sums deposited with the request for hearing shall be credited to the costs of the hearing officer and other hearing expenses. #11..
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14 f. Mandatory Alternative Process for Protests of Procurements Obtained with Federal Funds: If the protested procurement involves federal funds, the Deputy City Manager, City Council, or hearing officer shall give notice, accompanying their respective decisions, to the protestor that he or she has the right to appeal to the appropriate federal agency, for which an agency name, contact (where available) and address shall be provided by City staff. Such an appeal shall be filed with the appropriate agency within seven business days of the dispatch or rejection notices to the protestor. Federal agencies may entertain protests alleging that the City has failed to adopt written protest procedures or has failed to follow such procedures. The City Council is the highest authority of the City of Modesto and its decisions are final. A disappointed Bidder for a contract involving expenditures of Federal funds shall have the right to appeal the City Council decision directly to the federal agency as described herein. #11..
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15 BID SUBMITTAL CHECKLIST

BID SUBMITTAL CHECKLIST
The Bidder shall provide a complete Bid in a sealed envelope by the required deadline on the Bid Opening Date. Failure to provide all the required documents may cause the Bid to be considered nonresponsive.

Bidder’s Bid must contain the following applicable elements completed and signed as described morefully herein. The following checklist is provided solely for Bidder’s use in reviewing the completeness of your submission:

COMPLETE BID ELEMENTS 
Bid Form A – IFB Acknowledgement
Bid Form B – Bidder Company Information
Bid Form C - Pricing Schedule
Bid Form D – Bidder Exceptions, Clarifications, Amendments Bid Form E – Bidder Customer References
Bid Form F - Financial Interest Disclosure
Bid Form G – Support of Local Vendors
Bid Form H – Bidder Company History Statement
Bid Form I - Addenda Acknowledgement
Bid Form J – Bidder Warranty Statements
Bid Form K – Bidder Experience and Certifications
Bid Form L - Subcontractor List

Bidder’s submission should include all City of Modesto forms. If any form is not applicable, Bidder should write or type “Not Applicable” on it but still include the form in your submission. #11..
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16 BID FORM A - IFB ACKNOWLEDGEMENT
The City is soliciting Bids from qualified firms (each a “Bidder” to fulfill the City’s requirements per the specifications, terms and conditions contained in this Invitation for Bids (“Invitation for Bids” or “IFB”).

This Bid Acknowledgement must be completed, signed by an authorized responsible officer or employee, dated and submitted with the Bid response. Obligations assumed by such signature will include the following:

1. Preparation of Bids: (a) All prices and notations must be printed in ink or typewritten. No erasures permitted. Errors may be crossed out and corrections printed in ink or typewritten adjacent and must be initialed in ink by person signing the Bid. (b) Quote price as specified in Bid. No alterations or changes of any kind shall be permitted to the Bid Form. Responses that do not comply shall be subject to rejection in total.

2. Failure to Submit Bid: If you are not submitting a Bid but want to remain on the mailing list and receive future Bids, complete, sign and return this Bid Acknowledgement and state the reason you are not pricing.

3. Taxes and Freight Charges: (a) Unless otherwise required and specified in the IFB, the prices quoted herein do not include Sales, Use or other taxes. (b) No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or for any other purpose, except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the Bid. (c) Amount paid for transportation of property to the City is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping paper shows the consignee as one (1) of the City; as such papers may be accepted by the carrier as proof of the exempt character of the shipment. (d) Articles sold to the City are exempt from certain Federal excise taxes. The City will furnish an exemption certificate.

4. Award: (a) Unless otherwise specified by the Bidder or the IFB gives notice of an all-or-none award, the City may accept any item or group of items of any Bid. (b) Bids are subject to acceptance by the City at any time within 45 days of opening, unless otherwise specified in the IFB. A Bidder shall not change its bid if accepted within such time. (c) A valid, contract based on the sample agreement attached to the IFB and the submitted bid shall be mailed, or otherwise furnished, to the successful Bidder within the time for acceptance specified, and such contract shall be a binding agreement without further action by either party. The contract shall be interpreted, construed and given effect in all respects according to the laws of the State of California.

5. Patent Indemnity: Bidders who do business with the City shall hold the City, its officers, agents and employees, harmless from liability of any nature or kind, including cost and expenses, for infringement or use of any patent, copyright or other proprietary right, secret process, patented or un- #11..
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17 patented invention, article or appliance furnished or used in connection with the contract or purchase order.

6. Samples: Samples of items, when required, shall be furnished free of expense to the City and if not destroyed by test may upon request (made when the sample is furnished), be returned at the Bidder’s expense.

7. Rights and Remedies of City for Default: (a) In the event any item furnished by the Bidder in the performance of the contract or purchase order should fail to conform to the specifications therefore or to the sample submitted by the Bidder with its Bid, the City may reject the same, and it shall thereupon become the duty of the Bidder to reclaim and remove the same forthwith, without expense to the City, and immediately to replace all such rejected items with others conforming to such specifications or samples; provided that should the Bidder fail, neglect or refuse to do so, the City shall thereupon have the right to purchase in the open market, in lieu thereof, a corresponding quantity of any such items. City may deduct from any moneys due or that may there after come due to Bidder, or send an invoice to the Bidder which shall be paid within thirty (30) days, the difference between the prices named in the contract or purchase order and the actual cost thereof to the City. In the event that the Bidder fails to make prompt delivery as specified for any item, the same conditions as to the rights of the City to purchase in the open market and to reimbursement set forth above shall apply, except when delivery is delayed by fire, strike, freight embargo, or Act of God or the government. (b) Cost of inspection or deliveries or offers for delivery, which do not meet specifications, will be borne by the Bidder. (c) The rights and remedies of the City provided above shall not be exclusive and are in addition to any other rights and remedies provided by law or under the contract.

8. Payment Terms and Methods: Bidder will be able to choose from either of the following payment methods and associated timings:
(a) Option A (Preferred): City of Modesto ePay Payment: This secure payment methodology is preferred by an increasing number of the City’s suppliers. On Net 30-day timing, you will receive a single-use Master Card number with a detailed remittance for each payment. You will process the payment though your POS/Card terminal. The payment remittance will be sent from [email protected] via email and will contain the following information:
• 16-digit credit card number
• Expiration date
• Security code
• Total dollar amount of invoices to be paid
• Invoices reference numbers and corresponding amounts
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18 Information about enrolling in MasterCard ePay program can be obtained from the City’s contact listed on the Cover Page of this IFB.
(b) Option B – Manual Check: On Net 45 Day timing, the City will mail a hardcopy check to Bidder. The payment will be deemed to have been made when the check envelope is mailed via US Postal Service First Class Mail. The timing of the mailing will be at the end of the Net 45 Day period. Additional time should be estimated by the Bidder for the check to be in transit, and to await deposit and clearance by Bidder staff.

9. California Government Code Section 4552: In submitting a Bid to the City, the Bidder offers and agrees that if the Bid is accepted, it will assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2, commencing with Section 16700, of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of Services, materials, or services by the Bidder for sale to the purchasing body pursuant to the Bid. Such assignment shall be made and become effective at the time the purchasing body tender’s final payment to the Bidder.

10. No Guarantee or Warranty: The City makes no guarantee or warranty as to the condition, completeness or safety of any material or equipment that may be traded under a contract or purchase order resulting from this Bid.

11. One “Inked” Signed Original Bids Document Required: Failure to furnish one “inked” signed original Bid document may result in disqualification. These must be accompanied by one copy and one electronic document recorded onto a USB storage device.

12. Minor Irregularities. The City reserves the right, in its sole discretion, to waive any informalities or minor irregularities in a Bid.

The undersigned acknowledges receipt of the referenced IFB and/or Addenda and offers and agrees to furnish the articles and/or services specified on behalf of the Bidder indicated in Bidder’s Bid Forms A through L, attached hereto and made a part hereof, for the pricing proposed on the Pricing Schedule.

Bidder Company Name:

Bidder Headquarters Address:

City/State/Zip:

Signature/Title/Date:
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19 BID FORM B – BIDDER COMPANY INFORMATION
A. Bidder Company Full
Legal Name
B. Bidder Company
Marketplace (or DBA)
Name
C. Type of Legal Entity: ___ Corporation, registered in ____________________ (State) ___ Limited Liability Company, registered in _________________(State) ___ Partnership, registered in ________________(State)
___ Sole Proprietorship, registered in ____________(State) ___ Other ___________________________________________(Describe) D. Headquarters Address
(Street Address, City,
State, Country, Postal
Code):

E. Website Address: www.___________
F. Contact Person Details: Name:

Title:

Phone (Office):

Phone (Mobile):

Mailing Address (Street Address, City, State, Postal Code):

Fax Number:

Email:

G. Federal Taxpayer
Identification Number
(TIN):

H. Dun & Bradstreet
(DUNS) Number:

I. Names and Titles of
Top Three Bidder
Officers:

J. Years in Business:

Minimum of 3 years
K. Bidder Office Address
Closest to City of
Modesto (Street
Address, City, State,
Country, Postal Code):

L. City of Modesto
Business License
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20 Number (note –
provide only if
available now - - but
not required until any
contract begins):
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21 BID FORM C - PRICING SCHEDULE
All labor, materials, equipment, tools, fuel, licenses, bonds, insurance and other expenses necessary for Bidder to perform the required services shall be included in Bid pricing. Bid must be submitted on the below Pricing Schedule provided. No alterations should be made to the pricing schedule. Any exceptions, amendments or adjustments should be noted on Bid Form D – Bidder Exceptions, Clarifications, Amendments.

ESTIMATED ANNUAL QTY x UNIT PRICE= EXTENDED PRICE
**In case of discrepancy between a unit price and an extended price, the unit price will be presumed to be correct, subject, however, to correction to the same extent and in the same manner.**

TANK LOCATIONS
Site Site Location Tank Size Average
Delivery
Fuel Type Price Per Gallon
Primary
Treatment
Plant
1221 Sutter Ave
Modesto, CA 95351
2500/1500
gals
450 Renewable Red
Dye Diesel
$______
Primary
Treatment
Plant
1221 Sutter Ave
Modesto, CA 95351
1500gals 2,740 Renewable
Diesel
$______
Primary
Treatment
Plant
1221 Sutter Ave
Modesto, CA 95351
500gals 1,250 Unleaded $______
Secondary
Treatment
Plant
7007 Jennings Rd
Modesto, CA 95358
450gals 15,402 Unleaded
Secondary
Treatment
Plant
7007 Jennings Rd
Modesto, CA 95358 450gals
4,120 Renewable
Diesel
$______
Fleet
Services
1609 8th Street
Modesto, CA 95354
12,000gals 676,591 Renewable
Diesel
$______
Fleet
Services
501 N. Jefferson
Modesto, CA 95354
500gals 874 Renewable
Diesel
$______
Fleet
Services
501 N. Jefferson
Modesto, CA 95354
2,000gals 1,899 Unleaded $______
Compost
Facility
7001 Jennings Rd
Modesto, CA 95358 1,200gals
34,521 Red Dye
Renewable
Diesel
$______
Fire
Station 1
610 11 St Modesto,
CA 5354
1,000gals 10,555 Renewable
Diesel
$______
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22 Fire
Station 2
420 Chicago Ave
Modesto, CA 95351
1,000gals 7,304 Renewable
Diesel
$______
Fire
Station 3
635 El Vista Ave
Modesto, CA 95354
1,000gals 5,036 Renewable
Diesel
$______
Fire
Station 4
1505 Blue Gum Ave
Modesto, CA 95351
1,000gals 6,415 Renewable
Diesel
$______
Fire
Station 5
200 W Briggsmore Ave
Modesto, CA 95351
1,000gals 10,024 Renewable
Diesel
$______
Fire
Station 6
2700 Standiford Ave
Modesto, CA 95350
1,000gals 4,867 Renewable
Diesel
$______
Fire
Station 7
1800 Mable Ave
Modesto, CA 95355
1,000gals 4,251 Renewable
Diesel
$______
Fire
Station 8
737 Airport Way
Modesto, CA
500gals 1,428 Renewable
Diesel
$______
Fire
Station 9
4025 Fara Biundo Dr
Modesto, CA 95355
1,000gals 4,147 Renewable
Diesel
$______
Fire
Station 10
148 Imperial Ave
Modesto, CA 95355
1,000gals 4,024 Renewable
Diesel
$______
Fire
Station 11
4225 Carver Rd
Modesto, CA 95355
1,000gals 4,599 Renewable
Diesel
$______
Fire
Station 27
450 S. Willowood Dr
Oakdale, CA 95361
500gals 4,079 Renewable
Diesel
$______
Fire
Station 28
325 E G Street
Oakdale, CA 95361
500gals 5,082 Renewable
Diesel
$______
Fire
Station 29
17700 Main Street
Knights Ferry, CA 95361
500gals 2,331 Renewable
Diesel
$______
Fire
Station 30
13200 Valley Home Rd
Oakdale, Ca 95361
500gals 5,000 Renewable
Diesel
$______
Tank or
Well Site
There are 30 water tank
or well sites located
throughout the city.

Various Wet hose up
to 5,000 gal
annually
Renewable
Diesel
$______
ePay
$-
(______________)
Total Items: __________
Gallon
/Total
$__________/Total
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23 Additional Services: (Describe) ________________________________________________/UOM Payment Terms:

Check which of the following payment terms/methodology Bidder accepts (a description of each can be found in Bid Form A – IFB Acknowledgement):

Choose One:
• Option A (Preferred): City of Modesto ePay Payment on Net 30 Day Timing: ___ Choose by checking () here. If selected, for bid comparison purposes, Bidder’s pricing will be reduced by the City of Modesto’s average ePay card program rebate percentage; or ePay Email Address: ________________________________
• Option B Manual Check Payment Mailed by US Postal Service First Class Mail Only on Net 45 Day Timing: ___ Choose by checking () here.

THE undersigned acknowledges receipt of the referenced IFB and any associated Addenda and offers to furnish the articles and/or services specified, in accordance with the specifications, terms and conditions of this IFB and these Bid documents, for the pricing indicated on the Pricing Schedule.

Bidder Company Name:

Name of Bidder Signatory:

Signature of Bidder Representative:
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24 BID FORM D – BIDDER EXCEPTIONS, CLARIFICATIONS, AMENDMENTS Exceptions to the City of Modesto’s IFB package, sample agreement, and associate specifications are not encouraged and may cause Bidder to be considered not responsible and/or its Bid to be considered not responsive. Therefore, if no exceptions, clarifications or amendments are proposed by Bidder, it is preferred that Bidder so indicate by typing or writing “Not Applicable” in the Description field in the first item row below. Less preferred, Bidder may indicate no exceptions, clarifications or amendments are proposed by leaving this form out of its’ Bid submission.

Nonetheless, Bidder may request Bid clarifications and exceptions below, if any, sign and submit with your Bid response.

Any requested exception, clarification or amendment may not be accepted and may deem the Bidder as non-responsive.

Item # Reference To: Description
Page # Section or
Paragraph #
Bidder Company Name:

Name of Bidder Signatory:

Signature of Bidder Representative:
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25 BID FORM E – BIDDER CUSTOMER REFERENCES
Bidder must provide a list of five current or former customers able to discuss prior experience with similar type of services requested by the City in the above-referenced IFB. Bidder’s references shall have similar volume and requirements to the City of Modesto’s as described in the above-referenced IFB. Bidders failing to provide references may be deemed as non-responsive.

The City may contact some or all of the references provided in order to determine the Bidder’s performance record on services similar to that described in the above-referenced IFB. The City reserves the right to contact references other than those provided in Bidder’s submission and to use the information gained from them in the award process.

Company Name:

Address:

City, State, Zip Code:

Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Service:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code:

Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Services:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code
Contact Person:
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26 Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Services:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Services:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Services:

Annual Contract Value $
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27 BID FORM F - FINANCIAL INTEREST DISCLOSURE
Any contract award to result from this IFB process and Bidder’s submission of a Bid 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 Bidder until all person with a direct or indirect financial interest of greater than $2,000 in the Bidder are identified by name.

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

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.

Financial Interest Disclosure to City of Modesto
The Bidder shall identify any person with a financial interest in the Bidder 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 Bidder 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 Bidder 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 Bidder 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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28 Print Names of Persons Having a Financial Interest in Bidder 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
First Name, Last Name
By signing this document, I agree to the information contained within.

Bidder Company Name:

Name of Bidder Signatory:

Signature of Bidder Representative:
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29 BID FORM G – SUPPORT OF LOCAL VENDORS
Notice Pursuant to Modesto Municipal Code section 8.3-206 - Should the Bidder which submits the lowest responsive Bid (and would otherwise normally qualify to receive the Bid pursuant to Sections 8-3.203 and 8-

3.204 of the Modesto Municipal Code) not be a local business as defined herein, the lowest Bid or quote submitted by a local business that is within five percent (5%) of the lowest Bid or quote, whether or not that Bidder is the second lowest Bidder, may be deemed to be the lowest Bidder if the local Bidder agrees to reduce its Bid to match the Bid of the lowest Bidder in writing within five business days after notification by City Purchasing staff, provided that said local Bidder is deemed to be a responsible Bidder as determined by the Purchasing Manager.

Notwithstanding the foregoing, award to the local Bidder must still be approved by the City Council as would have the typical award.

To qualify as a local Bidder, the Bidder must have a physical business location within the City of Modesto and a current City of Modesto business license.

This document is only required should the Bidder request to be considered for the Support of Local Vendor preference, and meets the criteria noted above.

Check here:

I declare I am a local business per the above criteria.

Bidder Company Name:

City of Modesto Address (Street,
City, State, Postal Code:

City of Modesto Business License
Number:

Under penalty of perjury, the undersigned declares that the foregoing information is true and correct:

Print/Type Name:

Title:

Signature:

Date:
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30 BID FORM H - BIDDER COMPANY HISTORY STATEMENT
Bidder shall have been in business for a minimum of three continuous years (immediately prior to the time of the City’s solicitation) providing the services described in this Invitation for Bids (IFB).

The Bidder’s company history overview statement shall be approximately one to three pages in length and inserted below:

Bidder Company Legal Name: Insert Bidder Logo Here (if existent):

Insert Bidder Company History Overview Statement Beginning Here:
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31 BID FORM I - ADDENDA ACKNOWLEDGEMENT
In order to obtain any addenda information, throughout the IFB period, Bidder is responsible for regularly checking the City of Modesto’s Planet Bid website at https://pbsystem.planetbids.com/portal/14999/bo/bosearch for the IFB number listed on the Cover Page and in the header of each subsequent page of this IFB, and in any event, no later than the day prior to Bid opening.. The changes identified in any addenda issued will modify this IFB and specifications. The addenda now become a part of this IFB and Bidder’s resultant Bid.

Signing the Bid on the signature portion thereof, the Bidder is acknowledging that the Bidder has confirmed that it has received all addenda issued for IFB, and has included costs for such in the Bid submitted. Failure to list and acknowledge all addenda numbers may cause Bidder’s Bid to be considered nonresponsive.

Do not attach any of the addenda to this sheet nor include them with the Bid.

If no addenda have been issued against this IFB solicitation, Bidder may write “Not Applicable” and return this Bid Form as part of its submission. Alternatively, Bidder may leave this Bid Form out of its submission.

But if any addenda have been issued by the City of Modesto this document is required to be completed and returned.

The Bid is submitted with respect to the changes to the IFB included in addenda numbers:

List All Addenda Numbers, Separated by Commas
(“,”):

Bidder Company Name:
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32 BID FORM J – BIDDER WARRANTY STATEMENTS
As a material part of its Bid, Bidder shall insert below a written statement detailing any materials and workmanship warranties, term and conditions in conformance with the specifications and requirements set forth in this IFB.

Notwithstanding any other provisions of this IFB, Bidder warrants that the materials, supplies, or other services furnished under any contract or purchase order resulting from its Bid shall be on the most suitable grade and meet or exceed the standards set forth in this IFB. Such warranty shall include the following; performance, workmanship, labor, materials, and Bidder design or engineering contributions. If a defect is discovered in any item of the materials, assemblies, components, supplies or services covered in this Bid, Bidder shall correct at its sole expense, all such defects as are reported within 30 days of City’s final acceptance. Upon expiration of the applicable warranty period, all such liability shall terminate except for fraud or such gross mistakes as amount to fraud, latent defects, or specific failure to comply with the terms or any resultant purchase order.

All materials, parts, labor, assemblies and components shall by subject to the warranty conditions and terms unless specifically exempted in writing by the City of Modesto.

Bidder Company Legal Name: Insert Bidder Logo Here (if existent):

Insert Bidder Warranty Statement Beginning Here:
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33 BID FORM K – BIDDER EXPERIENCE AND CERTIFICATIONS
Bidder shall provide below a summary covering the following:

A. Experience: The Contractor and its employees directly involved in providing inspections, services and repairs shall have a minimum of three years’ experience providing the types of services requested in this IFB:
i. Identify key personnel and their position within your organization. ii. Provide a biographical summary or resume detailing the experience, level of expertise and qualifications of the key individuals providing the types of services requested herein. iii. If you plan to subcontract work, you must also indicate in Bid Form L – Subcontractor List the name and address of each firm and the type of work or tasks the subcontractor will perform. Identify key personnel assigned to the project, their position, qualifications and representative experience.

B. Certifications: Bidder shall provide copies of all relevant certifications held for both company and any individuals required to perform the services requested herein. – Please review 1.0 Scope of Work C. Delivery Drivers should have the following requirements – Please review 1.0 Scope of Work. i. Class A CDL
ii. Tanker Endorsement
iii. Hazmat Endorsement
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34 BID FORM L - SUBCONTRACTOR LIST
Bidder shall list the name and the address of the place of business for each subcontractor who will perform work or labor or render services to the Bidder. In addition, list the type of work the subcontractor will perform, and; (if applicable) its Department of Industrial Relations (DIR) registration number and its California Contractor’s license number:

Name of
Subcontractor
Address Type of Work Contractor
License # (if any)
DIR
Registration #
(if any)

N/A N/A

N/A N/A
Bidder Company Name:
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35 TECHNICAL SPECIFICATIONS AND REQUIREMENTS

1.0 SCOPE OF WORK:

Contractor shall provide the CITY with fuel delivery services subject to the following terms and specifications:

The Contractor shall possess and maintain all Federal, State and local permits, licenses and approvals necessary to provide goods / services as required in the Scope of Work, for the duration of the contract. Any associated fees shall be the responsibility of the Contractor.

The Contractor shall ensure that all delivery vehicles are in compliance with all current Federal, State and Local registration, licensing, insurance and maintenance requirements as mandated by the Department of Transportation (DOT), Federal Motor Carrier Safety Administration (FMSA). Department of Toxic Substances (DTSC), California Air Resources Board (CARB), California Department of Motor Vehicles (DMV), and California Highway Patrol (CHP), relating to the commercial transportation and delivery of bulk fuels and automotive lubricants in the State of California, for the duration of the contract.

The Contractor shall ensure that all bulk fuel and automotive lubricants delivery drivers are in compliance with current Federal, State and local licensing, registration, training, communication, packaging, emergency response and security requirements, as mandated by the Department of Transportation (DOT), Federal Motor Carrier Safety Administration (FMSA), California Air Resource Board (CARB), California Department of Motor Vehicles (DMV), and California Highway Patrol (CHP).

All drivers / delivery personnel shall be HAZMAT trained and certified in safety measures to prevent accidents endangering City personnel and property.

The Contractor’s drivers / delivery personnel shall perform all deliveries in a safe and professional manner, adhering to all applicable Federal, State, Local regulations.

The Contractor shall ensure that the driver arrives at the fueling site with the proper equipment and the knowledge in the use of all equipment.

The Contractor shall supply to the City legible copies of State and Federally required licenses, certifications and registrations of the business, vehicles, and personnel with the submission of their proposal.

1.1 FUEL USAGE AND STORAGE:

The City’s projected annual fuel usage is approximately 30,000 gallons of regular (87) unleaded, 650,000 of renewable diesel, and 100,000 gallons of renewable red diesel. Additionally, the City may require up to 5,000 #11..
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36 gallons of ‘wet hose’ diesel fueling for various generator sites around the city. The City Fuel Delivery Sites are shown in EXHIBIT 1.

1.2 FUEL SPECIFICATIONS:
a. Unleaded Gasoline provided shall have an Octane rating of 87 as determined by using the standard R+M/2 method.
b. Diesel fuel provided shall be Renewable Diesel that meets the federal registration requirements for fuels and fuel additives and the ASTM D975-21 Standard Specification for Diesel Fuel and is CARBcompliant. c. Renewable Red-Diesel fuel provided shall be CARB-compliant and exempt from road taxes. d. All fuel provided to the City must be in compliance with the State of California Air Resources Board (CARB) specifications as stated under the latest version of the California Reformulated Gasoline Regulations (CaRFG3), sections 2250-2273.5, including all amendments. e. All Fuel content testing must comply with the American Society for Testing and Materials methods for Petroleum Standards, including but not limited to D86-99, D287-82, D323-58, D613-84, D3231-73, D3237-79, D4629-96, D4814, D4815-09, D5186-03, D5453-93, D5580-02, D6079-02, and D7754-11. f. Fuel provided to the City must meet the latest flat limits of the Reid Vapor Pressure (RVP) requirements as set forth by the California Air Resources Board (ARB) in the California Reformulated Gasoline (CaRFG3) regulations.
g. Diesel Fuel provided must meet the content standards as specified under the California Air Resources Board “California Diesel Fuel Regulations” (Title 13, Cal Code of Regulations, Sec 2281-2285, 2299- 2299.5 and Title 17, Cal Codes of Regulations, Sections 93114, 93117, 93118, 93118.2, 93118.3, 93118.5).
h. Contractor shall provide, upon request, a Safety Data Sheet (SDS) at time of fuel delivery as required by law.
i. Only products of new manufacture or distillation will be accepted, No refined or reclaimed products will be accepted. All fuel/gasoline shall have a minimum shelf life of one (1) year. #11..
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BULK FUEL PURCHASE AND

DELIVERY SERVICE
37 j. All products furnished shall conform to all Federal, State, Local, American Society of Testing & Materials (ASTM), Department of Transportation (DOT) and California Air Resources Board (CARB) regulations.

1.3 ORDERS, DELIVERIES AND INVOICES:

Orders – Fuel orders are typically placed every other week but may occur more or less frequently as usage dictates. Most fuel orders are placed 24 to 72 hours in advance of need.

Fuel orders should be fulfilled by the Contractor as soon as possible, unless otherwise stated at the time of the order, but no more than 48 hours after the request has been made. Contractor must be able to deliver fuel within 48-hours of a telephoned or emailed request, and delineated fuel pricing shall be made available to the fuel coordinator within one twenty-four (24) hour period of standard working hours of the actual delivery of fuel.

Deliveries – Fuel deliveries may be made between the hours of 7am and 4pm, Monday through Friday, or as specified at the time of the order.

The Contractor’s driver shall run a fuel tank report from the City’s Veeder – Root monitor system if equipped, both prior and after fueling, to confirm delivery amounts and provide bill of lading documentation to the City’s responsible party (Fleet Administration) of the delivery types and quantities. Bill of Lading should contain, at a minimum:
• Company Name & Address
• Sold-to Party (City of Modesto) with delivery address. • Date of delivery
• Type and Gallon Quantity of Unleaded Gasoline delivered. • Type and Gallon Quantity of Diesel Fuel delivered.
• Fuel truck driver signature.
• City personnel’s signature
Invoices – Contractor’s fuel delivery invoice shall reference the Purchase Order, date of delivery, type of fuel, amount of delivered gallons, base fuel price per gallon (Including margin), with all applicable taxes and surcharges itemized separately. The Contractor shall submit with each invoice a copy of the OPIS price sheet for Modesto, California, for the week of delivery. Bill of lading should contain, at a minimum:
• Contractor’s Name & Address
• Sold-to Party (City of Modesto), with delivery address. • Date of delivery.
• Type and Gallon Quantity of oil delivered.
• Oil truck driver’s signature.
• City personal’s signature.
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38 1.4 FUEL AND OIL SPILLS:

The Contractor will be responsible for any spills on the City’s premises, which occur from the company’s fuel delivery vehicle or as a result of any of the driver’s activities while in the process of filling the City’s underground tank. The Contractor shall be financially and legally liable for the complete containment, remediation, and disposal of all hazardous waste spills that may occur during the contractor’s fueling operations. The Contractor must arrive at the City’s fueling site equipped to handle the containment, remediation, and proper clean-up of all spills up to 100 gallons. The Contractor shall immediately report any spillage to the City and clean up the spillage within one working day of the time of spillage, or another time period as specified by the City. In the event of a fuel spill, the Contractor is required to immediately notify City of Modesto site personnel, cover all drains in the vicinity, prevent spill from entering storm drains, and attempt to contain the spill. City of Modesto Environmental Compliance staff will supervise any and all fuel spill remediation and disposal of hazardous waste. In the event of an emergency, the Contractor must have a 24-hour emergency contact number. Clean up shall be performed in accordance with EPA, DTSC and State of California guidelines and requirements. The City will charge the Contractor for all costs incurred during the clean-up process including labor and administrative costs, hazardous waste material handling fees, disposal fees or other clean-up supplies, and any fines resulting from violations of state, federal, or local regulations.

The following Best Management Practices will be followed by the Contractor to minimize the risk of spills during mobile refueling operations and to prevent any liquids spilled during dispensing operations from flowing into buildings or offsite:
• All fuel delivery trucks are equipped with a remote emergency shut-off button. • Automatic shut-off nozzle will be used.
• Automatic shut-off nozzle will be replaced as necessary. • Equipment on fueling vehicles, particularly hoses and nozzles, will be maintained and replaced as needed to prevent failures or spills.
• The operator shall be prohibited from leaving the tank area while fueling it. • The fill nozzle shall be removed and fueling shall be ceased when the automatic shut-off engages. • “Topping off” shall be prohibited.
• Absorbent pads shall be kept under the nozzle and the nozzle shall be kept facing upwards while transferring it between the fueling vehicle and the vehicle being fueled. • The act of dragging hoses shall be minimized.
• All fueling vehicles shall have a minimum of these spill clean-up materials:
o Non-Water absorbents capable of absorbing 16 gallons of fuel. o A contamination boom of a minimum 10 feet in length.
o All fueling vehicles shall be equipped with adequate lighting systems at the filling point. • All fuel-contaminated media shall be disposed of in accordance with any/all applicable Regulatory requirements by a licensed disposal company.

1.5 FEDERAL EXCISE TAX:
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DELIVERY SERVICE
39 “Federal law provides a fuel excise tax exemption for the sale of any liquid used as a fuel in a motor vehicle, motorboat, or aircraft for the exclusive use of any State, or any political subdivision of a government entity.

This fuel excise tax exemption does not include Leaking Underground Storage Tank (LUST) tax.” (Internal Revenue Service)
The City of Modesto qualifies for this Federal excise tax exemption.

1.6 FUEL QUALITY CONTROL & TESTING:

City reserves the right to conduct spot check testing for fuel product quality assurance. City will arrange testing through an independent laboratory. Fuel supplies shall be free from contamination.

City and/or its authorized representative(s) reserves the right to test fuel quality before, during, and after unloading. Should test results show that fuel contains contaminates, the fuel will be rejected. The vendor shall be responsible for the removal of the fuel from the City property within three (3) working days after requested to do so should test results show that the fuel contains any contaminants. The vendor shall also be responsible for all the cleanup required of all City property, storage facilities, and equipment as a result of noncompliance with these specifications. Furthermore, the vendor shall be fully responsible for any and all costs incurred by the City for any equipment sustaining damage that is attributed to contaminated fuel that the vendor has delivered.

Any aftermarket additive used shall be identified by brand and/or trade name. The manufacturer’s additive specifications shall be provided to City, upon request. Failure to provide the manufacturer’s additive specifications with in seven (7) working days of the City request. Failure to provide this request will be grounds for purchase order cancellation without further cause. An additive, if used shall comply with Environmental Protection Agency (EPA) regulations and shall be compatible with the refiner’s product.

Additives, which increase emissions of sulfur and other substances proven to damage the environment, which are disallowed by EPA regulations will not be accepted.

1.7 REQUIRED LICENSES:

Prior to beginning any service that shall be furnished under this specification, the Bidder shall secure the appropriate Business/Delivery license from the City of Modesto. Business/Delivery license information may be obtained by calling (209) 577-5389 or emailing [email protected]. The successful Bidder shall maintain a City of Modesto business license for the duration of the agreement.

1.8 TERM OF AGREEMENT:

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

A. Pricing shall remain firm for the first two years of any agreement, which may be awarded pursuant to this IFB.
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40 B. 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 Contractor(s) in writing, ninety (90) days prior to the annual anniversary date of the agreement to be effective for the subsequent year.

C. Price adjustments for diesel fuel fluctuations may be considered. A thirty (30) day written notice is required for consideration. Any price adjustment shall be negotiated through the Purchasing Division and approved at the sole discretion of the CITY.

The index used to determine price adjustments on diesel fuel shall come from the Energy Information Administration Website: HTTPS://WWW.EIA.GOV/PETROLEUM/GASDIESEL/, California data. #11..
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41 SAMPLE AGREEMENT

SAMPLE ANNUAL AGREEMENT - SERVICES
This agreement, hereinafter called 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 called CITY, and _________________, a ______ _______, hereinafter called CONTRACTOR.

W I T N E S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2024-______ authorizing the Award of Bid and agreement for the BULK FUEL PURCHASE AND DELIVERY SERVICES to CONTRACTOR, attached hereto as Exhibit “A” and made a part hereof, and WHEREAS, the CONTRACTOR provided a responsive and responsible submittal that best meets the CITY needs, attached hereto as Exhibit “B”, and made a part hereof, and WHEREAS, the CITY and CONTRACTOR shall enter into an agreement for the BULK FUEL PURCHASE AND DELIVERY SERVICES as described in IFB 2324-94, attached hereto as Exhibit “C”, and made a part hereof (hereinafter called IFB).

NOW, THEREFORE, the parties hereto mutually agree as follows:
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42 1. THE WORK:
a) CONTRACTOR shall furnish all labor, materials, equipment, fuel, tools, licenses, bonds and insurance necessary to perform and complete the required work as specified in Exhibit “C”, and in strict accordance with the conditions of the complete AGREEMENT. b) CONTRACTOR shall do and perform the work contemplated hereby in a good workmanlike manner under the direction of and to the satisfaction of the CITY Representative. c) CONTRACTOR shall maintain proper insurance with the CITY for the duration of the AGREEMENT.
d) CONTRACTOR shall maintain a CITY business license for the duration of the AGREEMENT.
e) CONTRACTOR shall furnish said services at the following AGREEMENT rates for an estimated annual amount $_________________. The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $____________. Unless the services provided are for a lump sum or flat fee, fees for work performed by CONTRACTOR on an hourly basis shall not exceed the amounts shown on Bid attached hereto as Exhibit B.

AGREEMENT PRICING
[TBD – Insert Pricing Table Here]

2. CITY REPRESENTATIVE:

CITY Representative is: Lawrence Devereaux (209) 342-2214, [email protected] Purchasing Representative: Kim Presson, Buyer (209) 577-5375, [email protected] The CITY Representative is not authorized to commit the CITY to changes in specifications, requirements, or scope of work, changes in price(s), period of performance or delivery date(s) or method of shipment. Changes of a contractual or business nature shall be effective only by written change to the AGREEMENT, issued by the City of Modesto, Purchasing Division. #11..
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43 3. CONTRACTOR CONTACT:

4. TERM OF AGREEMENT:

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

Year 1: MONTH, DAY, 2025 through MONTH, DAY 2026
Year 2: MONTH, DAY 2026 through MONTH, DAY 2027
Year 3: MONTH, DAY 2027 through MONTH, DAY 2028
Year 4: MONTH, DAY 2028 through MONTH, DAY 2029
Year 5: MONTH, DAY 2029 through MONTH, DAY 2030
Pricing as set forth in Section 1.e. above shall remain firm for the first two years of the AGREEMENT.

Price increases for any subsequent AGREEMENT years following the second year, shall not exceed the percentage change in the Consumer Price Index (CPI) for the City of Modesto West Urban Area in any one AGREEMENT year, and shall be negotiated through the Purchasing Division. Requests for price increases shall be submitted by CONTRACTOR in writing, ninety (90) days prior to the annual anniversary date of the AGREEMENT to be effective for the subsequent year.

The index used to determine price adjustments on diesel fuel shall come from the Energy Information Administration Website: HTTPS://WWW.EIA.GOV/PETROLEUM/GASDIESEL/, California data

5. LIABILITY INSURANCE:

The CONTRACTOR 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 City Clerk of the CITY. The policies or certificates thereof shall provide that, at least 30 days prior to cancellation or material change in the policy, notices of same shall be given #11..
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44 to the Risk Manager of the CITY via PINS Advantage Insurance Program, for all of the following stated insurance policies.
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 limity shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. The insurance shall indicate on the certificate of insurance the following coverage and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent contractors and subcontractors; products and completed operations; and/or professional liability.
b. Automobile Liability – insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage and transportation related pollution liability. This insurance shall cover any automobile for bodily injury and property damage.
c. Pollution Liability – Asbestos pollution liability and/or errors & omissions applicable to the work being performed, with a limit no less than $1,000,000 per claim or occurrence and $2,000,000 aggregate per policy period of one year.
d. Workers' 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 per accident for bodily injury or disease.

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 CONTRACTOR shall promptly obtain a new policy, submit the same to the CITY’s Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of the CONTRACTOR 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 CONTRACTOR to obtain and/or maintain any required insurance shall not relieve the CONTRACTOR from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the CONTRACTOR concerning indemnification. #11..
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45 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 CONTRACTOR for the CITY.

The CONTRACTOR’s insurance policy(ices) 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 CITY’s Risk Manager.

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

6. PAYMENT:

CONTRACTOR shall invoice CITY not less than once per month based on the cost for services performed and reimbursable costs incurred prior to the invoice date. All invoices shall be paid in full the following payment terms within thirty days after completion and acceptance of the Services by the CITY, and receipt of a properly prepared invoice, CITY will pay CONTRACTOR [TO BE DETERMINED BY IFB RESPONSE IN FINAL AGREEMENT, EITHER “Net 30 terms via CITY’s ePay Program” or “Net 45 Days via manual check”.]. The CITY is exempt from payment of Federal Excise Tax, and all invoices shall be exclusive of such excise tax.

Invoice to: City of Modesto
Attn: Accounts Payable
P.O. Box 642
Modesto, CA 95353
Email to: [email protected]
At a minimum, invoices shall state the following:
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46 • This AGREEMENT number.
• CITY department/division name and address
• Billing period
• Service hours worked day and week.
• Unit price, extended price, sales tax and total

8. VENUE & GOVERNING LAW:

The work contemplated herein shall be commenced as immediately after the agreement administrator receives and has on file:

Proofs of insurance (approved by CITY Risk Manager); and Executed Agreement;
a. Resolution No.2024-_______;
b. CONTRACTOR Bid submittal;
c. IFB No. 2324-94;
d. Contractor’s City of Modesto business license

11. TERMINATION OF SERVICES:

Termination by City for Convenience: The City may also terminate this AGREEMENT the Contractor's performance underthe Agreement, eitherin whole orin part, at its own discretion and without cause.

Post-Termination Procedure
Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the CONTRACTOR shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subcontractors, and agents are notified of such termination and act as specified in the notice of termination. b. Terminate all orders and subcontracts except as necessary to complete any portion #11..
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48 of the SERVICES that are 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, but in no event shall recovery by any CONTRACTOR or subcontractor include lost profits for portions of the SERVICES 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 CONTRACTOR in performing the SERVICES 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 SERVICES 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 SERVICES and/or property related to the SERVICES;
h. If CITY so requests, and at CITY's cost, CONTRACTOR shall provide sufficient oral or written status reports to make CITY reasonably aware of the status of CONTRACTOR’s work on the SERVICES.
i. CONTRACTOR understands and agrees that CITY may, in CITY’s sole discretion, refuse to pay CONTRACTOR for that portion of CONTRACTOR's SERVICES which were performed by CONTRACTOR on the project prior to the termination date and which remain unacceptable and/or not useful to CONTRACTOR as of the termination date.
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49 CITY will pay CONTRACTOR for SERVICES 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 CONTRACTOR 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 SERVICES such as subcontractor agreements or contracts for materials; b. The AGREEMENT price allocable to the portion of the SERVICES properly performed or goods supplied to the work site by the CONTRACTOR as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the CONTRACTOR for such SERVICES.

12. COMPLIANCE WITH ALL LAWS:

13. FAILURE TO PERFORM SATISFACTORY WORK: It is agreed and understood that if the CONTRACTOR fails to perform the SERVICES as specified herein, CITY's representative may:
a. Consent to accept such unsatisfactory service with an appropriate adjustment in contract price, based on established cost factors,
b. Have such required work done by CITY forces or otherwise, and charge the cost thereof to the CONTRACTOR, or
c. Recommend termination of AGREEMENT between said the CONTRACTOR and the City of Modesto.
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50 Those discrepancies and deficiencies in the SERVICES that remains uncorrected after the date set for correction may be the necessary justification for a billing adjustment in the month following the occurrence.

17. NOTICES:

Any notice, payment or instrument required or permitted by this AGREEMENT to be given or delivered to either party shall be deemed to have been received when personally delivered, or one calendar #11..
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51 week following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, addressed as follows:

CONTRACTOR: __________________
__________________
__________________
__________________
CITY: City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

18. SIGNATORY(IES) FOR CONTRACTOR:

Each signatory for CONTRACTOR below warrants and represents that it is legally competent to, and have full authority to, execute the AGREEMENT.

19. QUANTITIES: No minimum or maximum is guaranteed or implied.

22. NON-DISCRIMINATION:
a. During the performance of this AGREEMENT, CONTRACTOR and any allowed subcontractors shall not unlawfully discriminate against any employee or applicant for employment because of race, color, #11..
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52 ancestry, religion, sex, national origin, marital status, age, medical condition (cancer related), physical handicap (including AIDS), sexual orientation, or any other basis prohibited by Federal or California law. Equal employment opportunity extends, but is not limited to recruitment, compensation, benefits, layoff, termination, and all other conditions of employment. The CONTRACTOR and any allowed subcontractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination.

The CONTRACTOR and any allowed subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et seq.) and the applicable regulations promulgated thereunder (California Administrative Code, Title 2, and Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12900, set forth in Chapter 5 of Division 4 of Title 2 of the California Administrative Code are incorporated into this contract by reference and made a part hereof as if set forth in full. b. The CONTRACTOR and any allowed subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.
c. The CONTRACTOR shall include the nondiscrimination and compliance provisions of this clause in any allowed subcontracts to perform SERVICES. d. The Contractor shall permit access by representatives of the Department of Fair Employment and Housing and the CITY upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours notice, to such of its books, records, accounts, other sources of information and its facilities as said Department or CITY shall require to ascertain compliance with this AGREEMENT. e. By executing this AGREEMENT, CONTRACTOR certifies that it shall follow and be in compliance with the Americans with Disabilities Act of 1990, the applicable administrative requirements promulgated in response thereto, and any other applicable Federal laws and regulations relating to handicap discrimination and participation, and will continue to do so for at least the duration of the AGREEMENT and any extensions thereof.
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53 23. CONTRACTOR LICENSES & PERMITS: CONTRACTOR warrants and represents that it possesses and shall maintain all licenses, and shall secure and maintain all necessary permits, necessary to perform the SERVICES.

27. DRUG FREE WORKPLACE: CONTRACTOR certifies that it is following and in compliance with Sections 8350 - 8355 of Chapter 5.5 of the Government Code, Drug Free Workplace Act whereby each person or organization awarded a contract/purchase order or grant for the procurement of any property or service from #11..
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54 any state agency (city) shall certify to the contracting or granting agency that it will provide a drug free workplace.

28. ASSIGNMENT:

Neither this AGREEMENT nor any SERVICES hereunder shall be subcontracted or assigned by CONTRACTOR without the prior written consent of the CITY in each and every instance.

29. WAIVER:

30. HEADINGS NOT CONTROLLING:

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

31. MISCELLANEOUS:

Time is of the essence in CONTRACTOR’s performance under each provision of this AGREEMENT.

32. ENTIRE AGREEMENT:

33. PARTIAL INVALIDITY:
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55 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.

IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attested by its City Clerk under authority of Resolution No. 202?-_______, adopted by the Council of the City of Modesto on the _____________ day of _____________________, 20?? and _____________________has caused this Agreement to be duly executed.

CITY OF MODESTO, CONTRACTOR
A municipal corporation
By: __________________________ By: _________________________________ JOSEPH P. LOPEZ, (Signature)
City Manager
By: _________________________________
(Name & Title)
ATTEST: Date: _______________________________
By: __________________________

DIANE NAYARES-PEREZ, CMC,
City Clerk

(SEAL)

APPROVED AS TO FORM:

By: ____________________________
JOSE M. SANCHEZ,
City Attorney
By: ____________________________
JOE F. RODRIQUEZ,
Risk Manager
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ITEM # STOCK # ITEM/DESCRIPTION QTY
Est Gal UN PRC EXTENSION UN PRC EXTENSION
1 PTP Primary Treatment Plant - 1221 Sutter Ave, Modesto, CA 95351 450 -$0.12 -$54.00 $0.05 $22.50 2 PTP Primary Treatment Plant - 1221 Sutter Ave, Modesto, CA 95351 2,740 -$0.12 -$328.80 $0.05 $137.00 3 PTP Primary Treatment Plant - 1221 Sutter Ave, Modesto, CA 95351 1,250 $0.06 $75.00 $0.05 $62.50 4 STP Secondary Treatment Plant - 7007 Jennings Rd., Modesto, CA 95358 15,402 $0.06 $924.12 $0.05 $770.10 5 STP Secondary Treatment Plant - 7007 Jennings Rd., Modesto, CA 95358 4,120 -$0.12 -$494.40 $0.05 $206.00 6 FS 1609 8th St., Modesto, CA 95358 676,591 -$0.20 -$135,318.20 -$0.20 -$135,318.20 7 FS 501 N. Jefferson, Modesto, CA 95354 874 -$0.12 -$104.88 $0.05 $43.70 8 FS 501 N. Jefferson, Modesto, CA 95354 1,899 $0.06 $113.94 $0.05 $94.95 9 CF 7001 Jennings Rd., Modesto, CA 95358 34,521 -$0.12 -$4,142.52 $0.05 $1,726.05 10 FS1 610 11th Street, Modesto, CA 95354 10,555 -$0.12 -$1,266.60 $0.05 $527.75 11 FS2 420 Chicago Ave., Modesto, CA 95354 7,304 -$0.12 -$876.48 $0.05 $365.20 12 FS3 635 El Vista Ave., Modesto, CA 5,036 -$0.12 -$604.32 $0.05 $251.80 13 FS4 1505 Blue Gum Ave., Modesto, CA 95351 6,415 -$0.12 -$769.80 $0.05 $320.75 14 FS5 200 W. Briggsmore Ave., Moedesto, CA 10,024 -$0.12 -$1,202.88 $0.05 $501.20 15 FS6 2700 Standiford Ave., Modesto, CA 4,867 -$0.12 -$584.04 $0.05 $243.35 16 FS7 1800 Mable Ave., Modesto, CA 4,251 -$0.12 -$510.12 $0.05 $212.55 17 FS8 737 Airport Way, Modesto, CA 1,428 -$0.12 -$171.36 $0.05 $71.40 18 FS9 4025 Fara biundo Dr., Modesto, CA 95355 4,147 -$0.12 -$497.64 $0.05 $207.35 19 FS10 148 Imperial Ave., Modesto, CA 95355 4,024 -$0.12 -$482.88 $0.05 $201.20 20 FS11 4225 Carver Rd., Modesto, CA 95355 4,599 -$0.12 -$551.88 $0.05 $229.95 21 FS27 450 S. Willowood Dr., Oakdale, CA 95361 4,079 -$0.12 -$489.48 $0.05 $203.95 22 FS28 325 E. G St., Oakdale, CA 95361 5,082 -$0.12 -$609.84 $0.05 $254.10 23 FS29 17700 Main St., Oakdale, CA 95361 2,331 -$0.12 -$279.72 $0.05 $116.55 24 FS30 13200 Valley Home Rd., Oakdale, CA 95361 5,000 -$0.12 -$600.00 $0.05 $250.00 25 WH 30 water tank or well sites located throughout the City - Wet Hose 5,000 -$0.12 -$600.00 $1.00 $5,000.00 26 27
SUB-TOTAL: This is based off Mark-Up or Mark-Down per gallon - OPIS Stockton Daily UBD Low Rack -$149,426.78 -$123,298.30 TOTAL: Total Savings -$149,426.78 -$123,298.30
Stockton
Van De Pol Enterprises, Inc

CITY OF MODESTO
PO BOX 642 MODESTO CA 95353
IFB NO. 2394-94 BULK FUEL PURCHASE AND DELIVERY SERVICE Modeto, CA
Hunt & Sons, LLC
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Modesto City CouncilMarch 11, 2025

Modesto City Council
March 11, 2025