Economic Development Committee
May 5, 2025

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www.modestogov.com
AGENDA
City of Modesto

ECONOMIC DEVELOPMENT COMMITTEE

COUNCIL WORKSHOP
2001-40 Del Puerto Room.

Tenth Street Place, 1010 10th Street
Modesto, California
Monday, May 05, 2025 at 4:00 PM
Roll Call: Eric Alvarez, Chair
Sue Zwahlen, Vice-Chair
Nick Bavaro, Member
Alternates: Rosa Escutia-Braaton, Chris Ricci, Jeremiah Williams, David Wright Council has not delegated directive or final approval authority to the Committees.

Committee actions are recommendations to the full City Council, not final decisions on an issue. * Public Comment will only be in-person. Members of the public who wish to address the Committee, by providing public comment, during the meeting must do so in-person in the 2001-40 Del Puerto Room. As an alternative, members of the public may also provide written public comment submitted via email as indicated in the Submitting Comments by Email instructions on this agenda. Zoom will still be available for viewing and Wordly translation. *Members of the public will be allowed to provide public comment through Zoom if a Committee Member is participating remotely pursuant to the provisions of Assembly Bill 2449. *Effective March 1, 2023, if a technical issue arises with Zoom or the phone dial-in option, the Committee meeting will continue unless the meeting is being held pursuant to the provisions of Assembly Bill 2449. Alternative viewing options are listed below, and the meeting is physically open to the public.
“Wordly” can translate into 25+ different languages! To access written translation during the meeting, please scan the QR Code or click this link https://attend.wordly.ai/join/RJDY-6364.
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"Wordly" puede traducir a más de 25 idiomas diferentes! Para acceder a la traducción durante la reunión, por favor escanee el código QR o haga clic en el enlace https://attend.wordly.ai/join/RJDY-6364.

THE MEETING CAN BE VIEWED BY ZOOM VIDEO

CONFERENCING OR TELEPHONE
Joining the Committee meeting via Zoom
The City of Modesto is now offering the ability to view Committee meetings via telephonic conferencing via “Zoom” video conferencing computer technology. The meeting may be accessed through the use of Zoom using the following options:
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Joining the Committee meeting via Telephone
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PUBLIC COMMENTS IN PERSON
Three-minute time limit per speaker.

Only interested persons in the audience may present these matters.

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

SUBMITTING COMMENTS BY E-MAIL
Written comments may be submitted via email to: [email protected] (include Agenda Item Number in the subject line). All comments will be shared with the - 2 -
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Committee Members and placed in the record but will not be read aloud during the meeting.

Written comments must be received two hours before the meeting.

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

Materials related to an item on this Agenda submitted to the Council after distribution of the agenda packet are available for public inspection in the Clerk’s office during normal business hours. Such documents are also available online, subject to staff’s ability to post the documents before the meeting, at the following website www.modestogov.com/councilmeetings In accordance with the requirements of Title II of the Americans with Disabilities Act (“ADA”) of 1990, the Fair Employment & Housing Act (“FEHA”), the Rehabilitation Act of 1973 (as amended), Government Code section 11135 and other applicable codes, the City of Modesto (“City”) will not discriminate against individuals on the basis of disability in the City’s services, programs, or activities. For more information, please visit the City of Modesto website at https://www.modestogov.com/865/Americans-with-Disabilities-Act-ADA In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk (209) 577-5396. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting
Any and all of the following agenda items are subject to action by the Modesto City Council.

CONSENT ITEMS – ROLL CALL VOTE REQUIRED:

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

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

Consent

1. Consider a Resolution of Intention to form the City of Modesto Community Facilities District (CFD) No. 2025-2 (Village One Triangle), an area bounded by Claus Road, East Briggsmore Avenue, and the railroad along North Santa Fe Avenue, and forwarding to Council for approval. (Funding Source: Developer Deposit)  Motion recommending a Resolution of Intention to form City of Modesto Community Facilities District (CFD) No. 2025-2 (Village One Triangle), designate a future annexation area, and forwarding to Council for approval. - 3 -
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CED; Edgar Garcia, 209-577-5211, [email protected] Consent

2. Consider a Cooperative Agreement with Caltrans for the Project Approval and Environmental Document (PA&ED) Phase of the Briggsmore Avenue at State Route 99 and forwarding to Council for approval. (Funding Source: Measure L and Regional Surface Transportation Program (RSTP))
 Motion recommending a Cooperative Agreement with Caltrans for the Project Approval and Environmental Document (PA&ED) Phase of the Briggsmore Avenue at State Route 99 and forwarding to Council for approval.

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

3. Consider an Ordinance amending Section 8-10.102 “Membership of Commission” of Title 8, Chapter 10, “Citizens’ Transportation Sales Tax Commission” and amending the bylaws relating to membership requirements and forwarding to Council for approval. (Funding Source: Not Applicable)
 Motion recommending an Ordinance amending Section 8-10.102 “Membership of Commission” of Title 8, Chapter 10, “Citizens’ Transportation Sales Tax Commission” and the bylaws relating to membership requirements and forwarding to Council for approval.

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

4. Consider a Memorandum of Understanding with the County of Stanislaus regarding reimbursement of costs related to the construction of Urban Pocket Area 9 – ColoradoRouse Project and forwarding to Council for approval. (Funding Source: State Earmark Funds)
 Motion recommending a Memorandum of Understanding with the County of Stanislaus regarding reimbursement of costs related to the construction of Urban Pocket Area 9 – Colorado-Rouse Project and forwarding to Council for approval.

ENGINEERING SERVICES; Jaspreet Mangat, 209-577-5253,
[email protected]
Consent

5. Consider a Report on the upcoming Installation of Flush Lines at Wells No. 40, 41, and 265 Construction Project. (Funding Source: Water Fund)
 Motion accepting a Report on the upcoming Installation of Flush Lines at Wells No. 40, 41, and 265 Construction Project.

UTILITIES; Edgar Vargas, 209-577-5424, [email protected] Consent

6. Consider a Report on the upcoming 2018-2019 Lift Station Improvements Construction Project. (Funding Source: Wastewater Fund) - 4 -
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 Motion accepting a Report on the upcoming 2018-2019 Lift Station Improvements Construction Project.

UTILITIES; Peter Barberis, 209-571-5544, [email protected] Consent

7. Consider Agreements for the Hauling of Non-Hazardous Brine with B & B Harvesting, Inc. dba Cal Valley Trucking, Modesto, CA, and Sun Valley Transport, Inc., Hughson, CA, for a total combined amount not to exceed $804,260 over five years and forwarding to Council for approval. (Funding Source: Water Fund)  Motion recommending the Award of Bid and Agreements for the Hauling of Non-Hazardous Brine with B & B Harvesting, Inc. dba Cal Valley Trucking, Modesto, CA, and Sun Valley Transport, Inc., Hughson, CA, for a two year agreement with three one-year extension options, for an estimated annual amount of $150,000 and a total combined amount not to exceed $804,260 over five years, and forwarding to Council for approval.

UTILITIES; Jeremy Parnell, 209-342-4568, [email protected] Consent

8. Consider the Third Amendment with Univar Solutions USA, Kent, WA for the purchase and delivery of Sodium Hypochlorite – Liquid Chlorine increasing the Agreement amount by $330,594 and a revised total amount not to exceed $991,604 over five years and forwarding to Council for approval. (Funding Source: Water Fund)  Motion recommending a Third Amendment to the Agreement with Univar Solutions USA, LLC, Kent, WA for the purchase and delivery of Sodium Hypochlorite – Liquid Chlorine increasing the agreement amount by $330,594 to a new total amount not to exceed $991,604; and forwarding to Council for approval.

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

9. Consider the Agreements for Spoils Screening and Rock Crushing Services to California Rock Crusher Corp., Ripon, CA and K & D Enterprises Inc., Ceres, CA, for a total amount not to exceed $1,608,495 over five years and forwarding to Council for approval. (Funding Source: Water, Wastewater and Surface Transportation Funds)  Motion recommending the Award of Bid and Agreements for Spoils Screening and Rock Crushing Services to California Rock Crusher Corp., Ripon, CA and K & D Enterprises Inc., Ceres, CA, for a two-year agreement with three oneyear extension options, for a combined estimated annual amount of $300,000, and a total amount not to exceed $1,608,495 over five years and forwarding to Council for approval.

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

NEW BUSINESS

10. Consider the Modesto Tourism Marketing District Assessment Rate Change by 0.5% to 1.5% effective July 1, 2025, and by 0.5% to 2.0% effective July 1, 2026, and - 5 -
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forwarding to Council for approval. (Funding Source: Modesto Tourism Marketing District)
 Motion recommending the Modesto Tourism Marketing District Assessment Rate Change by 0.5% to 1.5% effective July 1, 2025, and by 0.5% to 2.0% effective July 1, 2026, and forwarding to Council for approval.

CED; Trevin Barber, 209-577-5244, [email protected]

11. Consider a Transient Occupancy Tax Funding Agreement and a Modesto Tourism Marketing District Owners’ Association Agreement with Visit Modesto, Inc. for continued Tourism Marketing Services, through June 30, 2030, and forwarding to Council for approval. (Funding Source: General Fund, Modesto Tourism Marketing District)
 Motion recommending a five-year Transient Occupancy Tax Funding Agreement with Visit Modesto for continued Tourism Marketing Services, through June 30, 2030, and forwarding to Council for approval.  Motion recommending a Modesto Tourism Marketing District Owners’ Association Agreement with Visit Modesto, Inc. through June 30, 2030, for continued Tourism Marketing Services, and forwarding to Council for approval.

CED; Trevin Barber, 209-860-1251, [email protected]

12. Consider the acceptance of the Economic Development Strategic Plan (2025) and forwarding to Council for approval. (Funding Source: Not Applicable)  Motion recommending the acceptance of the Economic Development Strategic Plan (2025) and forwarding to Council for approval.

CED; Trevin Barber, 209-860-1251, [email protected]

ADJOURNMENT
Posted pursuant to Government Code Section 54954.2 on the bulletin board at Tenth Street Place on at by
date time signature
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5/5/2025

CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

May 5, 2025
Date: April 8, 2025
TO: Economic Development Committee
Eric Alvarez, Chair
Sue Zwahlen, Vice-Chair
Nick Bavaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Jessica Hill, Director of Community and Economic Development SUBJECT: Formation of City of Modesto Community Facilities District No. 2025-2 (Village One Triangle)
CONTACT: Edgar Garcia, Community Development Manager
[email protected], 209-577-5211
DESCRIPTION:

Consider a Resolution of Intention to form the City of Modesto Community Facilities District (CFD) No. 2025-2 (Village One Triangle), an area bounded by Claus Road, East Briggsmore Avenue, and the railroad along North Santa Fe Avenue, and forwarding to Council for approval. (Funding Source: Developer Deposit)
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 19821 (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 Village One Specific Plan Area, adopted in October 16, 1990, and approved by Resolution No. 90-828A, encompasses approximately 1,784 net acres and is bounded by Oakdale Road, Sylvan Ave, Floyd Avenue, Roselle Avenue, East Briggsmore Avenue, Claus Road, and the railroad crossing along North Santa Fe Avenue.
1 Mello Roos Act of 1982 5533-55368
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Economic Development Committee, May 5, 2025
Formation of City of Modesto Community Facilities District (CFD) No. 2025-2 (Village One Triangle)

The Village One Specific Plan includes two additional Community Facilities Districts: Village One CFD No. 1996-1 and Village One #2 CFD No. 2004-1, with the proposed Village One Triangle CFD No. 2025-2 completing the development within the Village One Specific Plan area.

On July 14, 2022, the City received an application from residential developer DR Horton Bay Inc. to develop 527 single-family homes on 84 acres ("The Crossings"). In order to do so, the application included an amendment to the Land Use Element of the General Plan from Business Commercial- Residential (BCR) to Residential (R) and the Land Use Diagram of the Village One Specific Plan from Business Park (BP) to Village Residential (VR). The application included a Final Development Plan and Vesting Tentative Subdivision Map (“VTSM”) to divide the area into single-family residential lots of 3,400 square feet to 7,000 square feet, resulting in an overall project density of 6.2 dwelling units per acre.

In August 2022, DR Horton Bay Inc submitted an application and formation deposit to form a Community Facilities District (CFD). On January 23, 2024, the City Council approved the Final Development Plan for The Crossings which consisted of 527 single-family residential lots, five landscaped lots and one park on the property located east of Claus Road and north of Briggsmore Ave. Additional improvements proposed include: installation of two-lane roundabouts at the intersections of Claus Road/Merle Avenue and at the intersection of E.

Briggsmore Avenue/Held Drive, two internal roundabouts within the subdivision, new sidewalks, bicycle infrastructure, and a High-Intensity Activated Crosswalk (HAWK) pedestrian crossing signal at the intersection of Claus Road /Merle Avenue.

DISCUSSION:

The boundaries of CFD No. 2025-2 will ultimately encompass the entire Village One Triangle area, the initial boundaries will consist of APN 014-026-017 and 014-026-034 (Initial Parcels) totaling approximately 84.01 acres. Additional properties will annex to CFD No. 2025-2 as they are ready to develop. The proposed boundary map also identifies the future annexation area and is provided as Attachment 3.

The facilities and services to be provided by CFD No. 2025-2, which include but are not limited to: bike trail improvements, Claus Road Improvements, roundabout intersections, canal crossing improvements, and rail crossing improvements. The services will encompass maintenance for landscaped lots, tree pruning, masonry wall maintenance, neighborhood park maintenance, storm drain basin maintenance and other services described further in Attachment 1.

The Mello-Roos Community Facilities Act requires that within 90 days after receiving a petition, the legislative body adopt a Resolution of Intention (ROI). The ROI is the first step in establishing a CFD and following its approval, the formation of the CFD will require a public hearing that is tentatively scheduled for July 22, 2025. The project proponents will have submitted the appropriate executed forms to the City, which include the Request, Consent and Waiver and the Landowner-Voter Ballot prior to the public hearing. 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. The special tax may only be levied if approved by 2/3 vote of the property owners through an election.
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Economic Development Committee, May 5, 2025
Formation of City of Modesto Community Facilities District (CFD) No. 2025-2 (Village One Triangle)

The Rate and Method of Apportionment (RMA) that identifies the maximum special tax rates for the parcel types within CFD No. 2025-2, as well as a description of how the special taxes are calculated and collected, is attached as Attachment 2.

Only two parcels are requesting to be part of the initial CFD No. 2025-2 boundaries and only those two parcels will be subject to levy and collection of the special taxes until additional properties annex to CFD No. 2025-2 in the future. The annual 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 levied prior to issuance of a certificate of occupancy. The maximum special tax rates for CFD No. 2025-2 are as follows:

Maximum Special Tax Rates Fiscal Year 2025-26
Special Tax
Category
Maximum One-Time
Facilities Special Tax
Fiscal Year 2025-26
Maximum Annual
Maintenance
Special Tax
Fiscal Year 2025-26
Per Net Acre $141,241.46 $10169
On January 2026, and on each January thereafter, all figures shown in the table above shall be increased by the annual Escalation Factor, except the Annual Facilities Special Tax, which shall be increased by 2% per year. In any Fiscal Year, the annual Escalation Factor will be the greater of either, the percentage increase, if any, in the construction cost index for the San Francisco region for the prior twelve (12) month period as published in the Engineering News Record, or four percent (4.0%).

The Developer is not seeking bonding authorization for the City CFD No. 2025-2 and will only be seeking the authority for the One-Time Facilities Special Tax and an Annual Maintenance Special Tax. Concurrently, with the proceedings to form CFD No. 2025-2, the Developer is pursuing proceedings under the California Municipal Finance Authority2 (CMFA) BOLD Program for the formation of a second community facilities district over the property to finance additional facilities with the levy of an annual facilities special tax which will secure bonded indebtedness.

CMFA is a joint powers agency, of which the City is a member, as approved by Resolution No. 2020-223. Under the BOLD Program, bonds are issued by a Community Facilities District formed by CMFA (BOLD CFD) under the Mello-Roos Act. CMFA works in partnership with City staff to ensure the program is meeting the City’s objectives. CMFA and its consultant team will form and approve the BOLD CFD, CMFA will issue bonds on behalf of the BOLD CFD, and levy and collect the special taxes each year.

FISCAL IMPACT:

The formation of CFD No. 2025-2 is paid by the applicant through a developer deposit. There is no impact to the General Fund.
2 California Municipal Finance Authority
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Economic Development Committee, May 5, 2025
Formation of City of Modesto Community Facilities District (CFD) No. 2025-2 (Village One Triangle)

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending a Resolution of Intention to form City of Modesto Community Facilities District (CFD) No. 2025-2 (Village One Triangle), designate a future annexation area, and forwarding to Council for approval.

Approved by:

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

1. List of Facilities and Services

2. Rate and Method of Apportionment

3. Proposed Boundary Map for CFD No. 2025-2 (Village One Triangle) #1..
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CITY OF MODESTO
COMMUNITY FACILITIES DISTRICT NO. 2025-2
(VILLAGE ONE TRIANGLE)

LIST OF FACILITIES
The types of Facilities and Services proposed to be financed by Community Facilities District No. 2025-2 (CFD) are as follows:

Authorized Facilities:

The CFD shall be authorized to finance all or any part of the costs of acquisition, construction and improvement of the following facilities (the “Facilities”):
 Bike Trail
 Road Improvements
 Roundabout Intersections
 MID Crossing Improvements
 Rail Crossing Improvements
The Facilities shall include all hard and soft costs associated with the improvements, including the costs of acquisition of land and rights-of-way, the costs of design, engineering and planning, the costs of environmental or traffic studies, surveys or other reports, costs related to landscaping and irrigation, soils testing, permits, plan check, and inspection fees, insurance, legal and related overhead costs, coordination and supervision and any other costs or appurtenances related to any of the foregoing. The CFD may also fund, and the special taxes may also be used to directly pay for, the purchase, construction, expansion, improvement or rehabilitation of any of the Facilities, and to reimburse the City or any third parties for advances made to purchase, construct, expand, improve or rehabilitate any of the Facilities. #1..
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LIST OF SERVICES
Maintenance of the Neighborhood Park(s), arterial road parkway, median and roundabout landscaping, tree pruning, connector street parkway, median landscaping, bike trails, masonry walls, central basin and storm drain facilities.

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

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

Administrative Expenses
The administrative expenses to be funded by the CFD include the direct and indirect expenses incurred by the City in carrying out its duties with respect to the CFD including, but not limited to, the levy and collection of special taxes, fees and expenses of attorneys, any fees of the County of Stanislaus related to the CFD or the collection of special taxes, an allocable share of the salaries of the City staff related thereto, and expenses incurred by the City in undertaking action to foreclose on properties for which the payment of special taxes is delinquent, and all other costs and expenses of the City in any way related to the CFD.
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CFD No. 2025-2 (Village One Triangle) 1 April 1, 2025

CITY OF MODESTO
COMMUNITY FACILITIES DISTRICT NO. 2025-2
(VILLAGE ONE TRIANGLE)

RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAXES
Special Taxes applicable to each Assessor’s Parcel in the City of Modesto Community Facilities District No. 2025-2 (Village One Triangle) shall be levied and collected according to the tax liability determined by the City or its designee, through the application of the appropriate amount or rate for Taxable Property, as described below. All of the property in the CFD, unless exempted by law or by the provisions of Section H below, shall be taxed for the purposes, to the extent, and in the manner herein provided, including property subsequently annexed to the CFD.

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. 2025-2 (Village One Triangle) 2 April 1, 2025
“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. “Base Annual Maintenance Special Tax” means the applicable Annual Maintenance Special Tax initially identified in Table 1 of Section C, as may be adjusted pursuant to Section D herein. “Base One-Time Facilities Special Tax” means the applicable One-Time Facilities Special Tax initially identified in Table 1 of Section C, as may be adjusted pursuant to Section D herein. “Base Special Taxes” means, collectively, the Base Annual Maintenance Special Tax and the Base One-Time Facilities Special Tax.
“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. 2025-2 (Village One Triangle).
“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 but not prior to June 30, 2024. #1..
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CFD No. 2025-2 (Village One Triangle) 3 April 1, 2025
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 but not prior to June 30, 2024.
“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%). “Expected Maximum Annual Maintenance Special Tax Revenues” means the aggregate Annual Maintenance Special Tax that can be levied based on application of the Base Annual Maintenance Special Tax to the Expected Land Uses. The Expected Maximum Annual Maintenance Special Tax Revenues at CFD Formation are shown in Attachment 1 and may be revised pursuant to Sections D and E below. Updates to Attachment 1 shall be maintained internally by the Administrator and shall not require recordation of an amended RMA. “Expected Maximum One-Time Facilities Special Tax Revenues” means the aggregate OneTime Facilities Special Tax that can be levied based on application of the Base One-Time Facilities Special Tax to the Expected Land Uses. The Expected Maximum One-Time Facilities Special Tax Revenues at CFD Formation are shown in Attachment 1 and may be revised pursuant to Sections D and E below. Updates to Attachment 1 shall be maintained internally by the Administrator and shall not require recordation of an amended RMA. “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.
“Land Use Category” means the categories of land use identified in Table 1 in Section C below. “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 #1..
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CFD No. 2025-2 (Village One Triangle) 4 April 1, 2025
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 Annual Maintenance Special Tax Revenues” means, for a particular Tax Zone in any Fiscal Year, the aggregate revenues that can be generated if the Maximum Annual Maintenance Special Tax is levied on all Parcels of Taxable Property in that Tax Zone. “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.
“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.

“Other Property” means any Parcel of Developed Property in the CFD that is not Single Family Attached Property, Single Family Detached Property, Owners Association Property, or Public Property.
“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.
“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. “Required Annual Maintenance Special Tax Revenues” means the lowest amount of Maximum Annual Maintenance Special Tax Revenues in a Tax Zone that must be available to #1..
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CFD No. 2025-2 (Village One Triangle) 5 April 1, 2025
the City in any Fiscal Year, although the actual amount levied in any Fiscal Year may be less that then Maximum Annual Maintenance Special Tax Revenues. The Required Annual Maintenance Services Revenues for Tax Zone 1 for Fiscal Year 2025-26 is $840,050, which amount shall be adjusted on July 1, 2026 and each July 1 thereafter by the Escalation Factor. The Required Annual Maintenance Revenues will also be adjusted, as needed, based on Section E below. “Required One-Time Facilities Special Tax Revenues” means the minimum amount of aggregate One-Time Facilities Special Tax Revenues to be generated from Taxable Property within a particular Tax Zone. The Required One-Time Special Revenues for Tax Zone 1 for Fiscal Year 2025-26 is $10,981,600, which amount shall be adjusted on July 1, 2026 and each July 1 thereafter by the Escalation Factor. The Required One-Time Facilities Special Tax Revenues will also be adjusted, as needed, based on Section E below.
“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 an SFD Unit. “Special Taxes” means, collectively, the One-Time Facilities Special Tax and the Annual Maintenance Special Tax.

“Tax Zone” means a mutually exclusive geographic area within which Special Taxes may be levied pursuant to this RMA. All property in the CFD at CFD Formation is within Tax Zone 1.

Additional Tax Zones may be created when property is annexed into the CFD, and the amount of each Special Tax will be identified for property within the new Tax Zone at the time of such annexation. The Assessor’s Parcels included within a new Tax Zone established when such Parcels are annexed to the CFD shall be identified by Assessor’s Parcel number in the Unanimous Approval Form that is signed by the owner(s) of the Parcels at the time of annexation. “Tax Zone 1” means the property included in the CFD at CFD Formation and any property that is subsequently annexed into Tax Zone 1.
“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 H below. #1..
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CFD No. 2025-2 (Village One Triangle) 6 April 1, 2025
“Tentative Map” means a tentative map or substantial conformance exhibit for property in the CFD, including any adjustments or amendments thereto.
“Unanimous Approval Form” means the form executed by the record owner of fee title to the Parcel or Parcels included within the Future Annexation Area and annexed into the CFD that constitutes the property owner’s approval and unanimous vote in favor of annexing the property into the CFD and authorizes the levy of Special Taxes against his/her Parcel or Parcels pursuant to this RMA.
“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 ADMINISTRATION OF THE SPECIAL TAXES
Each Fiscal Year, the Administrator shall: (i) determine the Tax Zone within which each Parcel of Taxable Property is located; (ii) categorize each Parcel of Taxable Property according to its Development Class; (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 for the Fiscal Year.

In any Fiscal Year, if it is determined that: (i) a parcel map for property in the CFD was recorded after January 1 of the prior Fiscal Year (or any other date after which the Assessor will not incorporate the newly-created Parcels into the then current tax roll), (ii) because of the date the parcel map was recorded, the Assessor does not yet recognize the new Parcels created by the parcel map, and (iii) one or more of the newly-created Parcels is in a different Development Class than other Parcels created by the subdivision, the Administrator shall calculate the Special Taxes for the property affected by recordation of the parcel map by determining the Special Taxes that apply separately to the property within each Development Class, then applying the sum of the individual Special Taxes to the Parcel that was subdivided by recordation of the parcel map.

C. MAXIMUM SPECIAL TAXES

1. Developed Property
The Maximum Special Taxes for Parcels of Developed Property in Tax Zone 1 shall be the greater of (i) the Base Special Taxes set forth in Table 1 below, or (ii) the Maximum Special Taxes determined pursuant to Section D below. For property that annexes into the CFD, different maximum special tax rates may be established by creating a separate Tax Zone for such annexed property. Alternatively, property may be annexed into Tax Zone 1 or another Tax Zone that was established prior to the annexation, and such property shall be subject to the Maximum Special Taxes applicable to that Tax Zone.
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CFD No. 2025-2 (Village One Triangle) 7 April 1, 2025
Table 1
Base Special Taxes for Developed Property
Tax Zone 1
Land Use
Category
Base One-Time Facilities
Special Tax
(Fiscal Year 2025-26)*
Base Annual Maintenance
Special Tax
(Fiscal Year 2025-26)*
Single Family
Detached Property
$20,720 per
Residential Unit
$1,585 per
Residential Unit
Single Family
Attached Property
$20,720 per
Residential Unit
$1,585 per
Residential Unit
Other Property $132,657 per Acre $10,148 per Acre
* Beginning July 1, 2026 and each July 1 thereafter, the Maximum Special Taxes shall be adjusted by the Escalation Factor.

2. Undeveloped Property
The Maximum Annual Maintenance Special Tax for Undeveloped Property in all Land Use Categories in Tax Zone 1 is $10,148 per Acre for Fiscal Year 2025-26, which amount shall be increased on July 1, 2026 and each July 1 thereafter by an amount equal to the Escalation Factor.

D. CHANGES TO THE MAXIMUM SPECIAL TAXES

1. Land Use Changes
The Expected Maximum Annual Maintenance Special Tax Revenues and Expected Maximum One-Time Facilities Special Tax Revenues shown in Attachment 1 were originally calculated based on the Expected Land Uses in Tax Zone 1 at the time of CFD Formation. Attachment 1 is subject to modification upon annexation of property into the CFD and the occurrence of Land Use Changes, as described below. The Administrator shall review all Land Use Changes and compare the revised land uses to the Expected Land Uses within the affected Tax Zone to evaluate the impact on the Expected Maximum Annual Maintenance Special Tax Revenues and Expected One-Time Facilities Special Tax Revenues in the Tax Zone.

If a Land Use Change is proposed or identified that will result in a change in the Expected Maximum Annual Maintenance Special Tax Revenues and Expected Maximum One-Time Facilities Special Tax Revenues within a Tax Zone, Steps 1 through 3 below must be applied:

Step 1: By reference to Attachment 1 (which shall be updated by the Administrator each time property is annexed into the CFD and each time a Land Use Change has been processed according to this Section D), the Administrator shall identify the Expected Maximum Annual Maintenance Special Tax Revenues and Expected Maximum One-Time Facilities Special Tax Revenues for the affected Tax Zone prior to the Land Use Change.

Step 2: The Administrator shall calculate the Expected Maximum Annual Maintenance Special Tax Revenues and Expected Maximum One-Time Facilities Special #1..
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CFD No. 2025-2 (Village One Triangle) 8 April 1, 2025
Tax Revenues that could be collected from Taxable Property in the affected Tax Zone after the Land Use Change.

Step 3: If the revenues calculated in Step 2 are higher than that determined in Step 1, no further action is needed, and the Administrator shall update Attachment 1 to show the revised Expected Maximum Annual Maintenance Special Tax Revenues and Expected Maximum One-Time Facilities Special Tax Revenues for the affected Tax Zone and for the CFD as a whole.

If the revenues calculated in Step 2 are less than those calculated in Step 1, and the Administrator determines that the Expected Maximum Annual Maintenance Special Tax Revenues and Expected Maximum One-Time Facilities Special Tax Revenues for the affected Tax Zone are less than the Required Annual Maintenance Special Tax Revenues and Required One-Time Facilities Special Tax Revenues for that Tax Zone, then the Administrator shall:

i. Identify all remaining Parcels of Undeveloped Property in the affected Tax Zone (the “Adjustment Property”);
ii. Determine the number of Residential Units and Acres of Other Property, if applicable, that are expected on the Adjustment Property after the Land Use Change;
iii. Increase the Base Annual Maintenance Special Tax and Base One-Time Facilities Special Tax proportionately for each Land Use Category expected on the Adjustment Property until, when applied to the Expected Land Uses on the Adjustment Property, the Maximum Annual Maintenance Special Tax Revenues and Maximum One-Time Facilities Special Tax Revenues that can be collected within the Tax Zone are equal to the Required Annual Maintenance Special Tax Revenues and Required One-Time Speical Tax Revenues for that Tax Zone. The amounts calculated shall thereafter be the Maximum Annual Maintenance Special Tax and Maximum One-Time Facilities Special Tax for each Unit and/or Acre of Other Property, if applicable, when the Adjustment Property becomes Developed Property, which amount shall be increased by the Escalation Factor. The Administrator shall update Attachment 1 to reflect the Expected Land Uses, Maximum Special Taxes, Expected Maximum Annual Maintenance Special Tax Revenues, and Expected Maximum One-Time Facilities Special Tax Revenues for the Adjustment Property.

For purposes of this Step 3.b, a landowner may make a request to the City and the Administrator that the Adjustment Property include only particular Parcels that are under his/her ownership. If such a request is made, the Administrator will calculate the Maximum Special Taxes that would apply to the identified Parcels, and the City shall review the Maximum Special Taxes to determine if the request should be approved based on existing City policies and special tax rates on comparable land uses within the CFD.
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CFD No. 2025-2 (Village One Triangle) 9 April 1, 2025
The duties imposed on the Administrator to review Land Use Changes and to make the calculations set forth above, are intended only to facilitate administration of the Special Taxes and to better assure the sufficiency of tax capacity to pay for Authorized Facilities and Authorized Services.

Such duties are not intended to give any developer, subdivider, or owner of property any right to receive notice of the potential impact of Land Use Changes on the Special Taxes applicable to a Parcel; and each developer, subdivider, or owner of property in the CFD shall be responsible for understanding the impact thereof on the Special Taxes applicable to such property.

Pursuant to this Section D, the Administrator may from time to time update Attachment 1 to reflect revised Expected Maximum Annual Maintenance Special Tax Revenues and Expected Maximum One-Time Facilities Special Tax Revenues. Such update shall be maintained internally by the Administrator and shall not require recordation of an amended RMA.

2. Conversion of a Parcel to a Taxable Land Use
If, in any Fiscal Year, a Parcel of Public Property or Owners Association Property that had been exempt from the Special Taxes is converted to a Land Use Category, such Parcel shall be subject to the levy of the Special Taxes. The Maximum Special Taxes for each such Parcel shall be determined based on the applicable Land Use Category and Tax Zone for the Parcel, as determined by the City and the Administrator.

E. ANNEXATIONS
If, in any Fiscal Year, a property owner within the Future Annexation Area wants to annex property into the CFD, the Administrator shall apply the following steps as part of the annexation:

Step 1: Working with City staff, the Administrator shall determine the following for the area being annexed: (i) the Expected Land Uses and (ii) the Tax Zone into which the property is to be annexed.

Step 2: The Administrator shall prepare an updated Attachment 1 to reflect the annexed property and identify the revised Expected Land Uses, Tax Zones, and Expected Maximum Annual Maintenance Special Tax Revenues and Maximum OneTime Facilities Special Tax Revenues. After the annexation is complete, the application of this RMA shall be based on the adjusted Expected Land Uses, Expected Maximum Annual Maintenance Special Tax Revenues, and Expected Maximum One-Time Facilities Special Tax Revenues, as applicable, including the newly annexed property.

Step 3: The Administrator shall ensure that a Notice of Special Tax Lien is recorded against all Parcels that are annexed to the CFD.

F. METHOD OF LEVY OF THE 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 Facilities Special Tax Requirement for the Parcel, as determined by the City.
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CFD No. 2025-2 (Village One Triangle) 10 April 1, 2025

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.

G. 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.

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. 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 may 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.

I. INTERPRETATION OF SPECIAL TAX FORMULA
The City reserves the right to make minor administrative and technical changes to this document that do not materially affect the rate and method of apportioning Special Taxes. In addition, the interpretation and application of any section of this document shall be left to the City’s discretion.

Interpretations may be made by the City by ordinance or resolution for purposes of clarifying any vagueness or ambiguity in this RMA.
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ATTACHMENT 1
City of Modesto
Community Facilities District No. 2025-2
(Village One Triangle)
Expected Maximum Special Tax Revenues
Tax Zone 1
One-Time Facilities Special Tax Annual Maintenance Special Tax Land Use
Category
Expected
Land Uses
Base One-Time
Facilities
Special Tax
(FY 2025-26) *
Expected Maximum
One-Time
Facilities Special
Tax Revenues
(FY 2025-26) *
Base Annual
Maintenance
Special Tax
(FY 2025-26) *
Expected Maximum
Annual Maintenance
Special
Tax Revenues
(FY 2025-26) *
Single Family
Detached Property
530
Residential Units
$20,720 per
Residential Unit $10,981,356
$1,585 per
Residential Unit $840,018
Single Family
Attached Property
0 Residential Units
$20,720 per
Residential Unit $0
$1,585 per
Residential Unit $0
Other Property 0 Acres
$132,658 per
Acre $0 $10,148 per Acre $0
$10,981,356 $840,018
* Beginning July 1, 2026 and each July 1 thereafter, all dollar figures shown above shall be adjusted by the Escalation Factor. #1..
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200' 400' SCALE: 1"=400' 0' 800'

VILLAGE ONE TRIANGLE
APN 014-026-017
APN 014-026-034
APN 014-026-025
APN 014-026-032
APN 014-026-033
APN 014-026-003
(NOT A PART OF CFD OR

FUTURE ANNEXATION AREA)
APN
014-026-035
FUTURE

ANNEXATION AREA

FUTURE ANNEXATION AREA CLAUS ROAD

BRIGGSMORE AVENUE
M.I.D. LATERAL NO. 3
B.N.S.F. RAILROAD SANTA FE AVENUE

MILNES ROAD NOT TO SCALE VICINITY MAP PROJECT SITE E BRIGGSMORE AVE MERLE AVE FLOYD AVE SANTA FE AVE DEWITT RD PARKER RD HELD DR 3 4 2 8 B r o o k s i d e R o a d , S t o c k t o n , C a l i f o r n i a 9 5 2 1 9 2 0 9 - 9 4 3 - 2 0 2 1 w w w . s i e g f r i e d e n g . c o m F x : 2 0 9 - 9 4 2 - 0 2 1 4 CIVIL ENGINEERING STRUCTURAL ENGINEERING SURVEYING PLANNING PROPOSED BOUNDARIES AND FUTURE ANNEXATION AREA OF CITY OF MODESTO COMMUNITY FACILITIES DISTRICT NO. 2025-2 (VILLAGE ONE TRIANGLE) CITY OF MODESTO, COUNTY OF STANISLAUS, STATE OF CALIFORNIA COUNTY RECORDER'S STATEMENT: FILED THIS _________ DAY OF _______________, 2025, AT THE HOUR OF ____________ O'CLOCK ___. M IN BOOK ____________ OF MAPS OF ASSESSMENT AND COMMUNITY FACILITIES DISTRICTS AT PAGE(S) __________ IN THE OFFICE OF THE COUNTY RECORDER OF THE COUNTY OF STANISLAUS, STATE OF CALIFORNIA. _______________________, COUNTY RECORDER OF THE COUNTY OF STANISLAUS, STATE OF CALIFORNIA BY: _______________________________, DEPUTY____________________________________ PRINT NAME CITY CLERK'S STATEMENTS: FILED IN THE OFFICE OF THE CITY CLERK OF THE CITY OF MODESTO SHOWING THIS ______ DAY OF ___________________, 2025. DIANE NAYARES-PEREZ, CITY CLERK BY: __________________________ __________________________ PRINT NAME I HEREBY CERTIFY THAT THIS MAP SHOWING THE PROPOSED BOUNDARIES AND FUTURE ANNEXATION AREA OF CITY OF MODESTO COMMUNITY FACILITIES DISTRICT NO. 2025-2 (VILLAGE ONE TRIANGLE), CITY OF MODESTO, COUNTY OF STANISLAUS, STATE OF CALIFORNIA, WAS APPROVED BY THE CITY COUNCIL OF THE CITY OF MODESTO AT A REGULAR MEETING THEREOF, HELD ON THE _________ DAY OF _________________, 2025, BY ITS RESOLUTION NO. _____________. DIANE NAYARES-PEREZ, CITY CLERK BY: __________________________ __________________________ PRINT NAME LEGEND:BOUNDARY OF COMMUNITY FACILITIES DISTRICT NO. 2025-2 FUTURE ANNEXATION AREA OF COMMUNITY FACILITIES DISTRICT NO. 2025-2 MILNES RD M.I.D. LATERAL NO. 3

CLAUS RD

FLOYD AVENUE

MERLE AVENUE
APN
014-026-018
APN 014-025-002
APN 014-025-015
APN 014-025-019
B.N.S.F. RAILROAD

SANTA FE AVENUE
FUTURE

ANNEXATION AREA
APN 014-014-005
APN 014-013-002
APN 014-014-015
APN 014-014-002
APN 014-014-004
APN 014-014-012

SANTA FE AVE
APN 014-025-018
FUTURE

ANNEXATION AREA
APNS
014-026-030
014-026-031
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

May 5, 2025
Date: April 16, 2025
TO: Economic Development Committee
Eric Alvarez, Chair
Sue Zwahlen, Vice-Chair
Nick Bavaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Toby Wells, Director of Engineering Services/City Engineer SUBJECT: Cooperative Agreement with Caltrans for the Briggsmore Interchange Project CONTACT: Toby Wells, Director of Engineering Services/City Engineer, [email protected], 209-571-5542
DESCRIPTION:

Consider a Cooperative Agreement with Caltrans for the Project Approval and Environmental Document (PA&ED) Phase of the Briggsmore Avenue at State Route 99 and forwarding to Council for approval. (Funding Source: Measure L and Regional Surface Transportation Program (RSTP))
STRATEGIC PLAN ELEMENT:

This action for the Briggsmore Avenue at State Route 99 (SR99) Interchange Project is consistent with the Council’s 2020-2025 Strategic Plan Goal D, Ensure Safe, Efficient and Reliable Infrastructure. Specifically, this item supports the City’s goal to expand alternative modes of travel, improve transportation flow, and drive economic vitality.

BACKGROUND:

The Briggsmore/Carpenter Interchange at SR99 was constructed incrementally in response to changing demands and available funding over time. Current deficiencies are such that a complete overhaul is necessary to maintain traffic flows into the future. As such, an analysis must be performed to understand the regional traffic impacts first and then look for ways to make improvements. Staff anticipates that this could result in significant changes to local roadways, resulting in increased safety and efficiency for movement of goods and services throughout the vicinity of Briggsmore/Carpenter and SR99.

The initial direction to staff is that the SR99 overcrossing needs to be reconstructed to accommodate eight (8) lanes of traffic on the SR99 mainline. This work is complicated by the presence of traffic signals at less than ideal spacing in the immediate vicinity of the interchange.

Interchange reconstruction and roadway realignment will be further frustrated by the presence of several big box retail stores North and East of the existing interchange. This interchange also #2..
- 25 -
Economic Development Committee, May 5, 2025
Cooperative Agreement with Caltrans for the Briggsmore Interchange Project

serves as a grade separated crossing of the Union Pacific Railroad and future expansion of the Altamont Corridor Express (ACE) Rail system.

On September 1, 2020, by Resolution No. 2020-338, Council approved amending the Capital Improvement Plan (CIP) budget in the amount of $2,847,879 for the Project Initiation Document and Project Approval and Environmental Document phases for the Briggsmore Avenue at SR99 Interchange Improvement Project.

On September 1, 2020, by Resolution No. 2020-337, Council approved accepting Regional Surface Transportation Program (RSTP) funds in the amount of $2,298,879 in FY 20/21, and $2,297,953 in FY 21/22 to fund the Project Initiation Document (PID) and Project Approval and Environmental Document (PA&ED) phases for the Briggsmore Avenue at SR99 Interchange Improvement Project.

On September 1, 2020, by Resolution No. 2020-336, Council approved a Measure L Cooperative Agreement with Stanislaus Council of Governments funding up to $549,000 of Measure L funds for the Project Initiation Document and Project Approval and Environmental Document phases for the Briggsmore Avenue at SR99 Interchange Improvement Project.

On April 13, 2021, by Resolution No. 2021-127, Council approved a Cooperative Agreement with Caltrans for Project Initiation Document and Project Approval Environmental Document Phases of the Briggsmore Avenue at SR99 Interchange Improvement Project.

On May 2, 2023, by Resolution No. 2023-195, Council approved a Design Services Agreement with AECOM of Sacramento, CA for the Briggsmore Avenue at State Route 99 Interchange Improvement Project in the amount of $6,380,010, plus $638,001 for additional services, if needed, for a total amount not to exceed $7,018,011.

DISCUSSION:

The purpose of this project is to reduce traffic congestion, improve regional and interregional traffic operation, and enhance safety on the SR99 highway and within the vicinity of the local transportation network of the Briggsmore Avenue at SR99 interchange through reconstruction.

StanCOG is the designated Regional Transportation Planning Agency, the designated Metropolitan Planning Organization, and the designated Council of Governments for Stanislaus County. StanCOG has designated the Briggsmore Avenue at SR99 Interchange Improvement Project as a priority project for delivery in Measure L’s first 10 years. As a Measure L regional funding priority, this project is designated to receive up to $14.9M (2019 dollars) of the regional project share of Measure L funds, and StanCOG will reimburse the City of Modesto for identified costs associated with development of this project.

The first project phase is termed the Project Initiation Document (PID) phase. This is the first formal project phase in developing a solution for a specific transportation problem. The outcome of the project initiation process is a document that establishes a well-defined purpose-and-need statement, proposed project scope tied to a reliable cost estimate, and a schedule. Additionally, the use of State funds for capital improvements on the State Highway System (SHS) requires an approved PID. Any major work on the State Highway System regardless of how it is funded requires an approved PID.
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Economic Development Committee, May 5, 2025
Cooperative Agreement with Caltrans for the Briggsmore Interchange Project

The PID is a technical engineering report that documents the scope, cost, and schedule of a project. The PID is the product of the project scoping effort, becomes the record of the purposeand-need for the project, and it defines the approach that will be taken to meet or reduce transportation deficiencies. The PID is a record of the existing information, initial assumptions, identified risks, and constraints that generated the development of the project work plan. The PID is used to obtain approval for inclusion of a project into a programming document or to get conceptual approval by Caltrans as a project-funded-by-others.

Caltrans requires development of a PID prior to approval to begin the environmental project phase. The Project Approval and Environmental Document (PA&ED) phase develops and establishes the State and Federal approvals necessary for the project to move to the final PS&E project phase. Approval of the PID, PA&ED, and PS&E phases are all milestone events that provide the basis for funding of subsequent phases concluding with the construction phase.

The PID phase is nearing completion with a draft report currently under review by Caltrans.

Therefore, the project is now ready to move to the second phase of development, PA&ED. In order to proceed, a Cooperative Agreement with Caltrans is required.

The Cooperative Agreement provides the framework and delineates the respective responsibilities of Caltrans and City of Modesto for the PA&ED phase of the project. This agreement is required for the City to take the lead on the project development for improvements that will be located on the State Highway system. Staff recommends authorization to execute the Cooperative Agreement to continue the project development for the Briggsmore Avenue at State Route 99 Interchange Project.

FISCAL IMPACT:

This Project is not included in the City’s Capital Facilities Fee (CFF) program, therefore other funding sources are necessary to fund the study efforts. The available funding sources are:

Briggsmore Avenue at SR 99 Interchange Improvement Project 101271 Measure L Regional Funding per StanCOG Cooperative Agreement $2,549,000 Regional Surface Transportation Program (RSTP) $5,113,482 Total Funding (PID & PAED) $7,662,482
The Cooperative Agreement with Caltrans for the PA&ED phase doesn’t require any additional payment to Caltrans therefore no additional funding is required for this agreement.

CEQA/NEPA REQUIREMENTS:

The environmental review of the project will be included in the PA&ED phase of the project and will be completed under the terms of the AECOM agreement.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending a Cooperative Agreement with Caltrans for the Project Approval and Environmental Document (PA&ED) Phase of the Briggsmore Avenue at State Route 99 and forwarding to Council for approval.
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Economic Development Committee, May 5, 2025
Cooperative Agreement with Caltrans for the Briggsmore Interchange Project

Approved by:

Toby Wells, Director of Engineering Services
Joseph P. Lopez, City Manager
Attachments:

1. Cooperative Agreement with Caltrans for Briggsmore/SR-99 #2..
- 28 -
DRAFT Agreement No. 10-0513
Project No.: 1020000194
EA: 10-1M490
10-STA-99-18.2/19.0
Agreement No. 10-0513 | 10-STA-99 | EA: 10-1M490
Page | 1
DRAFT

COOPERATIVE AGREEMENT COVER SHEET
Work Description

STUDY AND EVALUATE INTERCHANGE IMPROVEMENTS TO IMPROVE TRAFFIC

CIRCULATION AND PROMOTE ACTIVE TRANSPORTATION THROUGH MODE SHIFT

WITHIN AND AROUND THE BRIGGSMORE AVENUE/CARPENTER ROAD AND STATE ROUTE 99 INTERCHANGE AREA BY BREACHING PHYSICAL BARRIERS THAT CONFINE AND CONDENSE THE LOCAL ROADWAY NETWORK CIRCULATION.

Contact Information
The information provided below indicates the primary contact information for each PARTY to this AGREEMENT. PARTIES will notify each other in writing of any personnel or location changes. Contact information changes do not require an amendment to this AGREEMENT.

CALTRANS
Mimi Huie, Project Manager
1976 E. Martin Luther King Blvd
Stockton, CA 95205
Office Phone: (209) 607-3170
Email: [email protected]

CITY OF MODESTO
Toby Wells , City Engineer
1010 10th Street
Modesto, CA 95354
Office Phone: (209) 571-5542
Email: [email protected]
Table of Contents
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COOPERATIVE AGREEMENT
This AGREEMENT, executed on and effective from __________________________, is between the State of California, acting through its Department of Transportation, referred to as CALTRANS, and:

City of Modesto, a body politic and municipal corporation or chartered city of the State of California, referred to hereinafter as CITY.

An individual signatory agency in this AGREEMENT is referred to as a PARTY. Collectively, the signatory agencies in this AGREEMENT are referred to as PARTIES.

RECITALS

1. PARTIES are authorized to enter into a cooperative agreement for improvements to the State Highway System (SHS) per the California Streets and Highways Code, Sections 114 and 130.

2. For the purpose of this AGREEMENT, STUDY AND EVALUATE INTERCHANGE

IMPROVEMENTS TO IMPROVE TRAFFIC CIRCULATION AND PROMOTE ACTIVE

TRANSPORTATION THROUGH MODE SHIFT WITHIN AND AROUND THE BRIGGSMORE AVENUE/CARPENTER ROAD AND STATE ROUTE 99 INTERCHANGE AREA BY BREACHING

PHYSICAL BARRIERS THAT CONFINE AND CONDENSE THE LOCAL ROADWAY NETWORK CIRCULATION., will be referred to hereinafter as PROJECT. The PROJECT scope of work is defined in the project initiation and approval documents.

3. All obligations and responsibilities assigned in this AGREEMENT to complete the following PROJECT COMPONENT will be referred to hereinafter as WORK:
 PROJECT APPROVAL AND ENVIRONMENTAL DOCUMENT (PA&ED)
Each PROJECT COMPONENT is defined in the CALTRANS Workplan Standards Guide as a distinct group of activities/products in the project planning and development process.

4. The term AGREEMENT, as used herein, includes this document and any attachments, exhibits, and amendments.

This AGREEMENT is separate from and does not modify or replace any other cooperative agreement or memorandum of understanding between the PARTIES regarding the PROJECT.

PARTIES intend this AGREEMENT to be their final expression that supersedes any oral understanding or writings pertaining to the WORK. The requirements of this AGREEMENT will preside over any conflicting requirements in any documents that are made an express part of this AGREEMENT.

If any provisions in this AGREEMENT are found by a court of competent jurisdiction to be, or are in fact, illegal, inoperative, or unenforceable, those provisions do not render any or all other AGREEMENT provisions invalid, inoperative, or unenforceable, and those provisions will be automatically severed from this AGREEMENT.
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Except as otherwise provided in the AGREEMENT, PARTIES will execute a written amendment if there are any changes to the terms of this AGREEMENT.

PARTIES agree to sign a CLOSURE STATEMENT to terminate this AGREEMENT. However, all indemnification, document retention, audit, claims, environmental commitment, legal challenge, maintenance and ownership articles will remain in effect until terminated or modified in writing by mutual agreement or expire by the statute of limitations.

5. The following work associated with this PROJECT has been completed or is in progress:
 CITY is developing the Project Initiation Document (PID) (Cooperative Agreement No. 10- 0512 ).

6. In this AGREEMENT capitalized words represent defined terms, initialisms, or acronyms.

7. PARTIES hereby set forth the terms, covenants, and conditions of this AGREEMENT.

RESPONSIBILITIES
Sponsorship

8. A SPONSOR is responsible for establishing the scope of the PROJECT and securing the financial resources to fund the WORK. A SPONSOR is responsible for securing additional funds when necessary or implementing PROJECT changes to ensure the WORK can be completed with the funds committed in this AGREEMENT.

PROJECT changes, as described in the CALTRANS Project Development Procedures Manual, will be approved by CALTRANS as the owner/operator of the State Highway System.

9. CITY is the SPONSOR for the WORK in this AGREEMENT.

Implementing Agency

10. The IMPLEMENTING AGENCY is the PARTY responsible for managing the scope, cost, schedule, and quality of the work activities and products of a PROJECT COMPONENT.  CITY is the Project Approval and Environmental Document (PA&ED) IMPLEMENTING AGENCY.

PA&ED includes the completion of the Final Environmental Document and the Project Report (documenting the project alternative selection).

11. CITY will provide a Quality Management Plan (QMP) for the WORK in every PROJECT COMPONENT that they are implementing. The QMP describes the IMPLEMENTING AGENCY's quality policy and how it will be used. The QMP will include a process for resolving disputes between the PARTIES at the team level. The QMP is subject to CALTRANS review and concurrence.
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12. Any PARTY responsible for completing WORK will make its personnel and consultants that prepare WORK available to help resolve WORK-related problems and changes for the entire duration of the PROJECT including PROJECT work that may occur under separate agreements.

Funding

13. The WORK does not use funds administered by CALTRANS. PARTIES will amend this AGREEMENT should this condition change.

14. Each PARTY is responsible for the costs they incur in performing the WORK.

CALTRANS' Quality Management

15. CALTRANS, as the owner/operator of the State Highway System (SHS), will perform quality management work including Quality Management Assessment (QMA), environmental document quality control, and owner/operator approvals for the portions of WORK within the existing and proposed SHS right-of-way.

16. CALTRANS' Quality Management Assessment (QMA) efforts are to ensure that CITY's quality assurance results in WORK that is in accordance with the applicable standards and the PROJECT's quality management plan (QMP). QMA does not include any efforts necessary to develop or deliver WORK or any validation by verifying or rechecking WORK.

When CALTRANS performs QMA, it does so for its own benefit. No one can assign liability to CALTRANS due to its QMA.

17. CALTRANS, as the owner/operator of the State Highway System, will approve WORK products in accordance with CALTRANS policies and guidance and as indicated in this AGREEMENT.

18. Per National Environmental Policy Act (NEPA) assignment and California Environmental Quality Act (CEQA) statutes, CALTRANS will perform environmental document quality control and NEPA assignment review procedures for environmental documentation. CALTRANS quality control and quality assurance procedures for all environmental documents are described in Chapter 38 of the Standard Environmental Reference (SER), available at https://dot.ca.gov/programs/environmental-analysis/standard-environmental-reference-ser/volume1-guidance-for-compliance/ch-38-nepa-assignment. This also includes the independent judgment analysis and determination under CEQA that the environmental documentation meets CEQA requirements.

19. CITY will provide WORK-related products and supporting documentation upon CALTRANS' request for the purpose of CALTRANS' quality management work.

20. CITY, including any employee, agent, consultant or sub-consultant retained by the CITY, shall implement uniform document control policies necessary to retain all records and electronically stored information associated with the WORK, including but not limited to those records identified in California Public Resources Code, Section 21167.6, and including email and attachments, in a #2..
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manner consistent with the CALTRANS Uniform Filing System and the "Final Caltrans Environmental Records Retention Policy", available at https://dot.ca.gov/-/media/dotmedia/programs/environmental-analysis/documents/ser/nepa-recordretention-policy-final-a11y.pdf.

These records, along with an index of the records, shall be provided to CALTRANS within 60 days of CALTRANS' written request.

21. The cost of CALTRANS’ quality management work is to be borne by CALTRANS.

CEQA/NEPA Lead Agency

22. CALTRANS is the CEQA Lead Agency for the PROJECT.

23. CALTRANS is the NEPA Lead Agency for the PROJECT.

Environmental Permits, Approvals and Agreements

24. CITY will comply with the commitments and conditions set forth in the environmental documentation, environmental permits, approvals, and applicable agreements as those commitments and conditions apply to CITY's responsibilities in this AGREEMENT.

25. Unless otherwise assigned in this AGREEMENT, the IMPLEMENTING AGENCY for a PROJECT COMPONENT is responsible for all PROJECT COMPONENT WORK associated with coordinating, obtaining, implementing, renewing, and amending the PROJECT permits, agreements, and approvals whether they are identified in the planned project scope of work or become necessary in the course of completing the PROJECT.

26. It is expected that the PROJECT will not require environmental permits/approvals.

Project Approval and Environmental Document (PA&ED)

27. As the PA&ED IMPLEMENTING AGENCY, CITY is responsible for all PA&ED WORK except those activities and responsibilities that are assigned to another PARTY and those activities that are excluded under this AGREEMENT.

28. CALTRANS will be responsible for completing the following PA&ED activities:

CALTRANS Work Breakdown Structure Identifier (If Applicable) 100.10.10.xx Quality Management
165.15.15.xx Essential Fish Habitat Consultation
165.15.15.xx Section 7 Consultation
165.25.25 Approval to Circulate Resolution
175.20 Project Preferred Alternative
180.10.05.05.xx CEQA Lead Final Env. Doc QA/QC and Approval 180.10.05.45 Section 7 Consultation
180.15.05 Record of Decision (NEPA)
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180.15.10 Notice of Determination (CEQA)

29. Any PARTY preparing environmental documentation, including studies and reports, will ensure that qualified personnel remain available to help resolve environmental issues and perform any necessary work to ensure that the PROJECT remains in environmental compliance.

30. CITY will provide written notice of the initiation of environmental studies to the CEQA and NEPA Lead Agencies prior to completing any other PA&ED phase work.

California Environmental Quality Act (CEQA)

31. Environmental documentation will be prepared in compliance with the California Public Resources Code §§ 21080.3.1(d)(e). CALTRANS will provide, and CITY will use, a letter template and a list of California Native American tribes requesting notification. CITY will prepare consultation documentation for CALTRANS’ signature and transmittal in compliance with the statutorily required time frames.

32. The CEQA Lead Agency will determine the type of CEQA documentation and will cause that documentation to be prepared in accordance with CEQA requirements.

33. Any PARTY involved in the preparation of CEQA documentation will prepare the documentation to meet CEQA requirements and follow the CEQA Lead Agency’s standards that apply to the CEQA process.

34. Any PARTY preparing any portion of the CEQA documentation, including any studies and reports, will submit that portion of the documentation to the CEQA Lead Agency for review, comment, and approval at appropriate stages of development prior to public availability.

35. CITY will submit CEQA-related public notices to CALTRANS for review, comment, and approval prior to publication and circulation.

36. The CEQA Lead Agency will attend all CEQA-related public meetings.

37. CITY will submit all CEQA-related public meeting materials to the CEQA Lead Agency for review, comment, and approval at least ten (10) working days prior to the public meeting date.

If the CEQA Lead Agency makes any changes to the materials, then the CEQA Lead Agency will allow CITY to review, comment, and concur on those changes at least three (3) working days prior to the public meeting date. The CEQA Lead Agency has final approval authority over all CEQA documentation.

38. If a PARTY who is not the CEQA Lead Agency holds a public meeting about the PROJECT, that PARTY must clearly state its role in the PROJECT and the identity of the CEQA Lead Agency on all meeting publications. All meeting publications must also inform the attendees that public comments collected at the meetings are not part of the CEQA public review process. #2..
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That PARTY will submit all meeting advertisements, agendas, exhibits, handouts, and materials to the CEQA Lead Agency for review, comment, and approval at least ten (10) working days prior to publication or use. If that PARTY makes any changes to the materials, it will allow the CEQA Lead Agency to review, comment on, and approve those changes at least three (3) working days prior to the public meeting date.

The CEQA Lead Agency maintains final editorial control with respect to text or graphics that could lead to public confusion over CEQA-related roles and responsibilities.

National Environmental Policy Act (NEPA)

39. Pursuant to Chapter 3 of Title 23, United States Code, Sections 326 and 327, CALTRANS is the NEPA Lead Agency for the PROJECT. CALTRANS is responsible for NEPA compliance, will determine the type of NEPA documentation, and will cause that documentation to be prepared in accordance with NEPA requirements.

CALTRANS, as the NEPA Lead Agency for PROJECT, is responsible for the review, comment, and approval all environmental documentation (including, but not limited to, studies, reports, public notices, and public meeting materials, determinations, administrative drafts, and final environmental documents) at appropriate stages of development prior to approval and public availability.

When required as NEPA Lead Agency, CALTRANS will conduct consultation and coordination and obtain, renew, or amend approvals pursuant to the Federal Endangered Species Act, and Essential Fish Habitat.

When required as NEPA Lead Agency, CALTRANS will conduct consultation and coordination approvals pursuant to Section 106 of the National Historic Preservation Act.

40. Any PARTY involved in the preparation of NEPA documentation will follow FHWA and CALTRANS standards that apply to the NEPA process including, but not limited to, the guidance provided in the FHWA Environmental Toolkit (available at http://environment.fhwa.dot.gov/index.asp) and the CALTRANS Standard Environmental Reference.

41. Any PARTY preparing any portion of the NEPA documentation (including, but not limited to, studies, reports, public notices, and public meeting materials, determinations, administrative drafts, and final environmental documents) will submit that portion of the documentation to CALTRANS for CALTRANS' review, comment, and approval prior to public availability.

42. CITY will prepare, publicize, and circulate all NEPA-related public notices, except Federal Register notices. CITY will submit all notices to the NEPA Lead Agency for review, comment, and approval prior to publication and circulation.

CALTRANS will work with the appropriate federal agency to publish notices in the Federal Register.
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43. The NEPA Lead Agency will attend all NEPA-related public meetings.

44. CITY will submit all NEPA-related public meeting materials to CALTRANS for CALTRANS’ review, comment, and approval at least ten (10) working days prior to the public meeting date.

45. If a PARTY who is not the NEPA Lead Agency holds a public meeting about the PROJECT, that PARTY must clearly state its role in the PROJECT and the identity of the NEPA Lead Agency on all meeting publications. All meeting publications must also inform the attendees that public comments collected at the meetings are not part of the NEPA public review process.

That PARTY will submit all meeting advertisements, agendas, exhibits, handouts, and materials to the NEPA Lead Agency for review, comment, and approval at least ten (10) working days prior to publication or use. If that PARTY makes any changes to the materials, it will allow the NEPA Lead Agency to review, comment on, and approve those changes at least three (3) working days prior to the public meeting date.

The NEPA Lead Agency has final approval authority with respect to text or graphics that could lead to public confusion over NEPA-related roles and responsibilities.

46. CITY will ensure that the PROJECT is included in the approved Federal Statewide Transportation Improvement Program (FSTIP) prior to the NEPA Lead Agency’s approval of the environmental document.

Schedule

47. PARTIES will manage the WORK schedule to ensure the timely use of committed funds and to ensure compliance with any environmental permits, right-of-way agreements, construction contracts, and any other commitments. PARTIES will communicate schedule risks or changes as soon as they are identified and will actively manage and mitigate schedule risks.

Additional Provisions
Standards

48. PARTIES will perform all WORK in accordance with federal and California laws, regulations, and standards; Federal Highway Administration (FHWA) standards; and CALTRANS standards.

CALTRANS standards include, but are not limited to, the guidance provided in the:
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 CADD Users Manual
 CALTRANS policies and directives
 Plans Preparation Manual
 Project Development Procedures Manual (PDPM)
 Workplan Standards Guide
 Standard Environmental Reference
 Highway Design Manual
 Construction Manual Supplement for Local Agency Resident Engineers  Local Agency Structure Representative Guidelines
Noncompliant Work

49. CALTRANS retains the right to reject noncompliant WORK. CITY agrees to suspend WORK upon request by CALTRANS for the purpose of protecting public safety, preserving property rights, and ensuring that all WORK is in the best interest of the State Highway System.

Qualifications

50. Each PARTY will ensure that personnel participating in WORK are appropriately qualified or licensed to perform the tasks assigned to them.

Consultant Selection

51. CITY will invite CALTRANS to participate in the selection of any consultants that participate in the WORK.

Encroachment Permits

52. CALTRANS will issue, upon proper application, the encroachment permits required for WORK within State Highway System (SHS) right-of-way. CITY, their contractors, consultants, agents, and utility owners will not work within the SHS right-of-way without an encroachment permit issued by CALTRANS. CALTRANS will provide encroachment permits to CITY at no cost. CALTRANS will provide encroachment permits to utility owners at no cost. If the encroachment permit and this AGREEMENT conflict, the requirements of this AGREEMENT will prevail.

53. The IMPLEMENTING AGENCY for a PROJECT COMPONENT will coordinate, prepare, obtain, implement, renew, and amend any encroachment permits needed to complete the WORK.

Protected Resources

54. If any PARTY discovers unanticipated cultural, archaeological, paleontological, or other protected resources during WORK, all WORK in that area will stop and that PARTY will notify all PARTIES within 24 hours of discovery. WORK may only resume after a qualified professional has evaluated the nature and significance of the discovery and CALTRANS approves a plan for its removal or protection.
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Disclosures

55. PARTIES will hold all administrative drafts and administrative final reports, studies, materials, and documentation relied upon, produced, created, or utilized for the WORK in confidence to the extent permitted by law and where applicable, the provisions of California Government Code, Section 7921.505(c)(5) will protect the confidentiality of such documents in the event that said documents are shared between PARTIES.

PARTIES will not distribute, release, or share said documents with anyone other than employees, agents, and consultants who require access to complete the WORK without the written consent of the PARTY authorized to release them, unless required or authorized to do so by law.

56. If a PARTY receives a public records request pertaining to the WORK, that PARTY will notify PARTIES within five (5) working days of receipt and make PARTIES aware of any disclosed public records.

Hazardous Materials

57. HM-1 is hazardous material (including, but not limited to, hazardous waste) that may require removal and disposal pursuant to federal or state law, whether it is disturbed by the PROJECT or not.

HM-2 is hazardous material (including, but not limited to, hazardous waste) that may require removal and disposal pursuant to federal or state law only if disturbed by the PROJECT.

The management activities related to HM-1 and HM-2, including and without limitation, any necessary manifest requirements and disposal facility designations are referred to herein as HM-1 MANAGEMENT and HM-2 MANAGEMENT respectively.

58. If HM-1 or HM-2 is found, the discovering PARTY will immediately notify all other PARTIES.

59. CALTRANS, independent of the PROJECT, is responsible for any HM-1 found within the existing State Highway System right-of-way. CALTRANS will undertake, or cause to be undertaken, HM-1 MANAGEMENT with minimum impact to the PROJECT schedule.

CALTRANS, independent of the PROJECT, will pay, or cause to be paid, the cost of HM-1 MANAGEMENT related to HM-1 found within the existing State Highway System right-of-way.

60. CITY, independent of the PROJECT, is responsible for any HM-1 found within the PROJECT limits and outside the existing State Highway System right-of-way. CITY will undertake, or cause to be undertaken, HM-1 MANAGEMENT with minimum impact to the PROJECT schedule.

CITY, independent of the PROJECT, will pay, or cause to be paid, the cost of HM-1 MANAGEMENT for HM-1 found within the PROJECT limits and outside of the existing State Highway System right-of-way.

61. The CONSTRUCTION IMPLEMENTING AGENCY is responsible for HM-2 MANAGEMENT within the PROJECT limits.
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CITY and CALTRANS will comply with the Soil Management Agreement for Aerially Deposited Lead Contaminated Soils (Soil Management Agreement) executed between CALTRANS and the California Department of Toxic Substances Control (DTSC). Under Section 3.2 of the Soil Management Agreement, CALTRANS and CITY each retain joint and severable liability for noncompliance with the provisions of the Soil Management Agreement. CITY will assume all responsibilities assigned to CALTRANS in the Soil Management Agreement during PROJECT COMPONENTS for which they are the IMPLEMENTING AGENCY except for final placement and burial of soil within the State right-of-way, per Section 4.5 of the Soil Management Agreement, which is subject to CALTRANS concurrence and reporting to DTSC which will be performed by CALTRANS.

62. CALTRANS' acquisition or acceptance of title to any property on which any HM-1 or HM-2 is found will proceed in accordance with CALTRANS' policy on such acquisition.

Claims

63. CITY may accept, reject, compromise, settle, or litigate claims of any consultants or contractors hired to complete WORK without concurrence from the other PARTY.

64. PARTIES will confer on any claim that may affect the WORK or PARTIES' liability or responsibility under this AGREEMENT in order to retain resolution possibilities for potential future claims. No PARTY will prejudice the rights of another PARTY until after PARTIES confer on the claim.

65. If the WORK expends state or federal funds, each PARTY will comply with the Federal Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards of 2 CFR, Part 200. PARTIES will ensure that any for-profit consultant hired to participate in the WORK will comply with the requirements in 48 CFR, Chapter 1, Part 31. When state or federal funds are expended on the WORK these principles and requirements apply to all funding types included in this AGREEMENT.

Accounting and Audits

66. If the WORK expends state or federal funds, each PARTY will undergo an annual audit in accordance with the Single Audit Act in the Federal Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards as defined in 2 CFR, Part 200.

67. When a PARTY reimburses a consultant for WORK with state or federal funds, the procurement of the consultant and the consultant overhead costs will be in accordance with the Local Assistance Procedures Manual, Chapter 10.

Interruption of Work

68. If WORK stops for any reason, IMPLEMENTING AGENCY will place the PROJECT right-ofway in a safe and operable condition acceptable to CALTRANS.

69. If WORK stops for any reason, each PARTY will continue with environmental commitments included in the environmental documentation, permits, agreements, or approvals that are in effect at #2..
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the time that WORK stops, and will keep the PROJECT in environmental compliance until WORK resumes.

Penalties, Judgments and Settlements

70. The cost of awards, judgments, fines, interest, penalties, attorney's fees, and/or settlements generated by the WORK are considered WORK costs.

71. The cost of legal challenges to the environmental process or documentation are considered WORK costs.

72. Any PARTY whose action or lack of action causes the levy of fines, interest, or penalties will indemnify and hold all other PARTIES harmless per the terms of this AGREEMENT.

Project Files

73. CITY will furnish CALTRANS with the Project History Files related to the PROJECT facilities on State Highway System within sixty (60) days following the completion of each PROJECT COMPONENT. CITY will assure that the Project History File is prepared and submitted in compliance with the Project Development Procedures Manual, Chapter 7. All material will be submitted neatly in a three-ring binder and in PDF format.

GENERAL CONDITIONS

74. All portions of this AGREEMENT, including the RECITALS section, are enforceable.

Venue

75. PARTIES understand that this AGREEMENT is in accordance with and governed by the Constitution and laws of the State of California. This AGREEMENT will be enforceable in the State of California. Any PARTY initiating legal action arising from this AGREEMENT will file and maintain that legal action in the Superior Court of the county in which the CALTRANS district office that is signatory to this AGREEMENT resides, or in the Superior Court of the county in which the PROJECT is physically located.

Exemptions

76. All CALTRANS' obligations and commitments under this AGREEMENT are subject to the appropriation of resources by the Legislature, the State Budget Act authority, programming and allocation of funds by the California Transportation Commission (CTC).

Indemnification

77. Neither CALTRANS nor any of its officers and employees, are responsible for any injury, damage, or liability occurring by reason of anything done or omitted to be done by CITY, its contractors, sub-contractors, and/or its agents under or in connection with any work, authority, or jurisdiction #2..
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conferred upon CITY under this AGREEMENT. It is understood and agreed that CITY, to the extent permitted by law, will defend, indemnify, and save harmless CALTRANS and all of its officers and employees from all claims, suits, or actions of every name, kind, and description brought forth under, but not limited to, tortious, contractual, inverse condemnation, or other theories and assertions of liability occurring by reason of anything done or omitted to be done by CITY, its contractors, sub-contractors, and/or its agents under this AGREEMENT.

78. Neither CITY nor any of its officers and employees, are responsible for any injury, damage, or liability occurring by reason of anything done or omitted to be done by CALTRANS, its contractors, sub-contractors, and/or its agents under or in connection with any work, authority, or jurisdiction conferred upon CALTRANS under this AGREEMENT. It is understood and agreed that CALTRANS, to the extent permitted by law, will defend, indemnify, and save harmless CITY and all of its officers and employees from all claims, suits, or actions of every name, kind, and description brought forth under, but not limited to, tortious, contractual, inverse condemnation, or other theories and assertions of liability occurring by reason of anything done or omitted to be done by CALTRANS, its contractors, sub-contractors, and/or its agents under this AGREEMENT.

Non-parties

79. PARTIES do not intend this AGREEMENT to create a third-party beneficiary or define duties, obligations, or rights for entities in PARTIES not signatory to this AGREEMENT. PARTIES do not intend this AGREEMENT to affect their legal liability by imposing any standard of care for fulfilling the WORK different from the standards imposed by law.

80. PARTIES will not assign or attempt to assign obligations to entities not signatory to this AGREEMENT without an amendment to this AGREEMENT.

Ambiguity and Performance

81. Neither PARTY will interpret any ambiguity contained in this AGREEMENT against the other PARTY. PARTIES waive the provisions of California Civil Code, Section 1654.

A waiver of a PARTY’s performance under this AGREEMENT will not constitute a continuous waiver of any other provision.

82. A delay or omission to exercise a right or power due to a default does not negate the use of that right or power in the future when deemed necessary.

Defaults

83. If any PARTY defaults in its performance of the WORK, a non-defaulting PARTY will request in writing that the default be remedied within thirty (30) calendar days. If the defaulting PARTY fails to do so, the non-defaulting PARTY may initiate dispute resolution. #2..
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Dispute Resolution

84. PARTIES will first attempt to resolve AGREEMENT disputes at the PROJECT team level as described in the Quality Management Plan. If they cannot resolve the dispute themselves, the CALTRANS District Director and the Executive Officer of CITY will attempt to negotiate a resolution. If PARTIES do not reach a resolution, PARTIES' legal counsel will initiate mediation.

PARTIES agree to participate in mediation in good faith and will share equally in its costs.

Neither the dispute nor the mediation process relieves PARTIES from full and timely performance of the WORK in accordance with the terms of this AGREEMENT. However, if any PARTY stops fulfilling its obligations, any other PARTY may seek equitable relief to ensure that the WORK continues.

Except for equitable relief and/or to preserve the statute of limitations, no PARTY may file a civil complaint until after mediation, or forty-five (45) calendar days after filing the written mediation request, whichever occurs first.

PARTIES will file any civil complaints in the Superior Court of the county in which the CALTRANS District Office signatory to this AGREEMENT resides or in the Superior Court of the county in which the PROJECT is physically located.

85. PARTIES maintain the ability to pursue alternative or additional dispute remedies if a previously selected remedy does not achieve resolution.

Prevailing Wage

86. When WORK falls within the Labor Code § 1720(a)(1) definition of "public works" in that it is construction, alteration, demolition, installation, or repair; or maintenance work under Labor Code § 1771, PARTIES will conform to the provisions of Labor Code §§ 1720-1815, and all applicable provisions of California Code of Regulations, Title 8, Division 1, Chapter 8, Subchapter 3, Articles 1-7. PARTIES will include prevailing wage requirements in contracts for public work and require contractors to include the same prevailing wage requirements in all subcontracts.

Work performed by a PARTY's own employees is exempt from the Labor Code's Prevailing Wage requirements.

If WORK is paid for, in whole or part, with federal funds and is of the type of work subject to federal prevailing wage requirements, PARTIES will conform to the provisions of the Davis-Bacon and Related Acts, 40 U.S.C. §§ 3141-3148.

When applicable, PARTIES will include federal prevailing wage requirements in contracts for public works. WORK performed by a PARTY's employees is exempt from federal prevailing wage requirements.
#2..
- 43 -
DRAFT Agreement No. 10-0513
Project No.: 1020000194
EA: 10-1M490
10-STA-99-18.2/19.0
Agreement No. 10-0513 | 10-STA-99 | EA: 10-1M490
Page | 16
DRAFT

SIGNATURES
PARTIES are authorized to enter into this AGREEMENT and have delegated to the undersigned the authority to execute this AGREEMENT on behalf of the respective agencies and hereby covenants to have followed all the necessary legal requirements to validly execute this AGREEMENT. By signing below, the PARTIES each expressly agree to execute this AGREEMENT electronically.

The PARTIES acknowledge that executed copies of this AGREEMENT may be exchanged by facsimile or email, and that such copies shall be deemed to be effective as originals.

STATE OF CALIFORNIA DEPARTMENT

OF TRANSPORTATION
Grace Magsayo
District Director
Verification of Funds and Authority:

Michelle Ishaya
Budget Manager

CITY OF MODESTO
Joseph P. Lopez
City Manager
Attest:

Diane Navares Perez
City Clerk
Jose M. Sanchez
City Attorney
#2..
- 44 -

CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

May 5, 2025
Date: April 16, 2025
TO: Economic Development Committee
Eric Alvarez, Chair
Sue Zwahlen, Vice-Chair
Nick Bavaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Toby Wells, Director of Engineering Services / City Engineer SUBJECT: Ordinance amending Section 8-10.102 of the Modesto Municipal Code and Bylaws for the Citizens’ Transportation Sales Tax Commission Regarding Membership Requirements
CONTACT: Toby Wells, Director of Engineering Services / City Engineer [email protected], 209-571-5542
DESCRIPTION:

Consider an Ordinance amending Section 8-10.102 “Membership of Commission” of Title 8, Chapter 10, “Citizens’ Transportation Sales Tax Commission” and amending the bylaws relating to membership requirements and forwarding to Council for approval. (Funding Source: Not Applicable)
STRATEGIC PLAN ELEMENT:

The recommend action supports the City Council’s 2020-2025 Strategic Plan Goals to “Build Community trust in City Government through Responsive, Transparent and Efficient Service Delivery. Goal I. Promote Trust and Engagement between the Community and the City”.

BACKGROUND:

In November of 2016, Stanislaus County voters approved a county-wide, 25-year, half-cent sales tax increase known as Measure L. The tax increase went into effect on April 1, 2017, and the City began receiving quarterly payments commencing July, 2017. On October 4, 2016, Council approved Ordinance No. 3656-C.S. adding Chapter 10 to Title 8 of the Modesto Municipal Code to establish a Citizens’ Transportation Sales Tax Commission (Commission).

The Commission consists of eleven (11) members appointed by Council.

The purpose of the City’s Citizens’ Transportation Sales Tax Commission is to:
 Ensure all transportation revenue collected by the City from Measure L is spent in accordance with the Measure L Ordinance and Expenditure Plan. #3..
- 45 -
Economic Development Committee, May 5, 2025
Ordinance amending Section 8-10.102 of the Modesto Municipal Code and Bylaws for the Citizens’ Transportation Sales Tax Commission Regarding Membership Requirements

 Hold public meetings as necessary regarding the expenditure and status of funds generated by Measure L.
 Review independent audits of the expenditure of tax funds and implementation of the programs and projects in the Expenditure Plan; and
 Issue an annual report on its findings regarding compliance with the requirements of the Expenditure Plan and the Ordinance to Council.

On August 2, 2017, by Resolution 2017-291, Council appointed the initial nine members to the Commission. On September 5, 2017, by Resolution 2017-331, Council appointed the remaining two members to constitute the full Commission pursuant to Ordinance No. 3656-C.S.

On April 11, 2023, by Resolution 2023-169, Council approved the bylaws for the Citizens’ Transportation Sales Tax Commission.

In recent years, the staff has noted challenges in filling the Commission seats. The current criteria for membership are too restrictive for many potential applicants and has resulted in difficulties in attracting and appointing suitable candidates to serve on the Commission.

DISCUSSION:

The Engineering Services Department is staff to the Citizens' Transportation Sales Tax Commission which meets on a quarterly basis. During the past two meetings, the Commission has discussed the membership and the difficulty of filling vacant positions. After consideration, the Commission has recommended the City Council consider changes to the Ordinance and bylaws related to the membership of the Commission.

After review of other City committees and commissions, the Commission and staff recommend aligning the membership requirements with the recently adopted Measure H membership structure while still maintaining the original membership intent. This proposed ordinance amendment will revise Section 8-10.102 of the Municipal Code to include changes to the number of representatives, ensuring that each of the City’s Council Districts is adequately represented in the decision-making process for transportation-related matters. This adjustment is intended to ensure that each Council District is fairly represented on the Commission, thereby maintaining a balance that reflects the diverse interests and transportation needs of the community.

The proposed changes to the ordinance would change the Commission from eleven members to nine members ensuring at least one member from each Council district and three at-large members.

With the proposed changes to Section 8-10.102, the Commission’s Bylaws are also required to be amended to reflect the municipal code changes. The proposed changes to the bylaws include extending the number of consecutive four-year terms to three (3) from two under the Terms of Office section.

FISCAL IMPACT:

There is no fiscal impact with the recommendation of this item. #3..
- 46 -
Economic Development Committee, May 5, 2025
Ordinance amending Section 8-10.102 of the Modesto Municipal Code and Bylaws for the Citizens’ Transportation Sales Tax Commission Regarding Membership Requirements

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending an Ordinance amending Section 8-10.102 “Membership of Commission” of Title 8, Chapter 10, “Citizens’ Transportation Sales Tax Commission” and the bylaws relating to membership requirements and forwarding to Council for approval.

Approved by:

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

1. Ordinance amending Section 8-10.102

2. Redlined version for Section 8-10.102

3. Proposed amended Bylaws-Clean Version

4. Bylaws Redlined Version
#3..
- 47 -
-1- ORDINANCE NO. XXXX-C.S.

EFFECTIVE DATE: Month, dd, 2025
ORDINANCE NO. XXXX-C.S.

AN ORDINANCE AMENDING SECTION 8-10.102 “MEMBERSHIP OF
COMMISSION” OF TITLE 8 CHAPTER 10, “CITIZENS’
TRANSPORTATION SALES TAX COMMISSION”
WHEREAS, on October 4, 2016, Ordinance 3656-C.S. was approved by the City Council, adding Chapter 10 to Title 8 of the Modesto Municipal Code to establishing the Citizens’ Transportation Sales Tax Commission; and
WHEREAS, on August 2, 2017, by Resolution 2017-291, Council appointed the initial nine members to the Commission. On September 5, 2017, by Resolution 2017-331, Council appointed the remaining two members to constitute the full Commission pursuant to Ordinance No. 3656-C.S; and
WHEREAS, on April 11, 2023, by Resolution 2023-169, Council approved the bylaws for the Citizens’ Transportation Sales Tax Commission; and WHEREAS, in recent years, the staff has noted challenges in filling the Commission seats. The current criteria for membership are too restrictive for many potential applicants and has resulted in difficulties in attracting and appointing suitable candidates to serve on the Commission; and
WHEREAS, the proposed changes to the section would change the Commission from eleven members to nine members ensuring at least one member from each Council district and three at-large members.

NOW, THEREFORE, the Council of the City of Modesto does ordain as follows:

SECTION 1. Amendment. Section 8-10.102 is hereby amended to read as follows:
8-10.102 – Membership of Commission.

The Commission shall consist of nine (9) qualified electors residing within the City and shall be appointed by the City Council by resolution pursuant to the provisions below:
(a) Be a citizen of Modesto
#3..
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-2- ORDINANCE NO. XXXX-C.S.

EFFECTIVE DATE: Month, dd, 2025
(i) one (1) citizen from each City Council District
(ii) three (3) at large citizens from anywhere within the city limits (b) Strong consideration shall be given to composing the Commission of:
(i) a bona fide local taxpayer's association with tax-exempt status under the relevant provisions of the Internal Revenue Code; (ii) a bona fide local nonpartisan political organization, with taxexempt status under Section 501(c)(3) of the Internal Revenue Code, dedicated to encouraging informed and active participation in government;
(iii) a bona fide Modesto Neighborhood Associations or
organizations with similar purposes with tax-exempt status under Section 501(c)(3) of the Internal Revenue Code;
(iv) a bona fide association representing business such as a chamber of commerce;
(v) a member from a large business located in the City; (vi) a member from a small business located in the City; and (vii) a member from a bona fide labor union with members residing in the City.
(c) No member of the Commission shall be a relative by blood or marriage within the second degree of the Mayor, a member of the Council, any Charter officer, or any department head or deputy department head. (d) No member of the Commission shall be an employee of the City nor any bargaining unit for employees of the City, nor be a person who receives compensation from the City or from bargaining units of the City in any manner, except retirement benefits.
(e) No member of the Commission shall be a lobbyist or other person with business before the City that represents an economic interest in excess of the limit for material financial effect as established by state law. (f) Members of the Commission shall serve without compensation. (g) Each Commissioner shall be appointed to a four-year term unless the appointment is to fill a vacancy.

SECTION 2. Severability. If any section, subsection, sentence, clause or phrase of this Chapter is for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Chapter. The City Council hereby declares that it would have passed the #3..
- 49 -
-3- ORDINANCE NO. XXXX-C.S.

EFFECTIVE DATE: Month, dd, 2025
ordinance codified in this Chapter, and each and every section, subsection, sentence, clause or phrase not declared invalid or unconstitutional without regard to whether any portion of this Chapter would be subsequently declared invalid or unconstitutional.

SECTION 3. Effective Date. This ordinance shall go into effect and be in full force and operation from and after thirty (30) days after its final passage and adoption.

SECTION 4. Publication. 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.
#3..
- 50 -
-4- ORDINANCE NO. XXXX-C.S.

EFFECTIVE DATE: Month, dd, 2025
The foregoing ordinance was introduced at a regular meeting of the Council of the City of Modesto held on the June 3, 2025, by Councilmember, who moved its introduction and passage to print, 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:

ABSENT: Councilmembers:

APPROVED:

SUE ZWAHLEN, Mayor
ATTEST:

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

By
JOSE M. SANCHEZ, City Attorney
#3..
- 51 -
-5- ORDINANCE NO. XXXX-C.S.

EFFECTIVE DATE: Month, dd, 2025

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, _____________ moved its final adoption, which motion being duly seconded by Councilmember ____________, was upon roll call carried and the ordinance adopted by the following vote:

AYES: Councilmembers: Name, Name, Name, Name, Name, Name, Mayor Name
NOES: Councilmembers: None
ABSENT: Councilmembers: None
APPROVED:_________________________
SUE ZWAHLEN, Mayor
ATTEST: _____________________________
DIANE NAYARES-PEREZ, City Clerk
#3..
- 52 -
#3..
- 53 -

Exhibit A

CITIZENS' TRANSPORTATION SALES TAX COMMISSION
BYLAWS
(Approved by City Council: April 11, 2023, Resolution No. 2023-169) (Amended by City Council: mm dd, 2025, Resolution No. 2025-xxx) #3..
- 54 -

Article I. Definitions
Section 1.01 The City Council established a Commission known and designed as the Citizens’ Transportation Sales Tax Commission.

Section 1.02 As used in these Bylaws, unless a different meaning clearly appears from the context:
(a) “Member” shall mean a member of the Citizens’ Transportation Sales Tax Commission.
(b) “Commission” shall mean the Citizens’ Transportation Sales Tax Commission.

Article II. Duties
Section 2.01 Pursuant to MMC 8-10.101(a):
“A Citizen’s Transportation Sales Tax Commission, hereinafter “Commission,” is hereby established for the purpose of providing oversight of the collection and spending of tax revenue from any local transportation sales tax. For purposes of this chapter, a “local transportation sales tax” is defined as a sales tax imposed on City residents for purposes of generating funds to specifically fund the City’s transportation plan; any local tax used to fund general services in the City is not a “local transportation sales tax.” The first such Commission shall be appointed by the Council no later than ninety (90) days from the effective date of the passage of any local dedicated tax imposed for transportation purposes. The Commission shall regularly meet and make recommendations to the Council to provide oversight of any transportation tax then in effect.” Section 2.02 Pursuant to MMC 8-10.101 (b):
“The duties of the Commission shall include, but not be limited to, the following:
(1) Reviewing the annual work plan and priorities for revenue derived from any transportation sales tax then in effect; #3..
- 55 -

(2) Analyzing and commenting on any proposed items in the City budget that would lessen the City’s its commitment to road and street funding from sources of revenue other than any transportation sales tax then in effect;
(3) Reviewing any policies, standards or similar measures that the City uses to set priorities for where revenues from any transportation sales tax then in effect are to be spent; (4) Reviewing any proposals for the City to use bond or similar financing secured by revenues from any transportation sales tax then in effect;
(5) Reviewing any policies, standards or similar measures that the City uses to determine whether work funded by the tax shall be done “in-house” or through outside contracts; and,
(6) Reviewing any other matter the Council deems appropriate related to any local transportation sales tax. The Council shall appropriate adequate funds for the work of the Commission.” Article III. Membership of Commission
Section 3.01 Pursuant to MMC 8-10.102:
“The Commission shall consist of nine (9) qualified electors residing within the City and shall be appointed by the City Council by resolution pursuant to the provisions below:
(a) Be a citizen of Modesto
(1) one (1) citizen from each City Council District;
(2) three (3) at large citizens from anywhere within the city limits.
(b) Strong consideration shall be given to composing the Commission of representation from:
#3..
- 56 -

(1) a bona fide local taxpayer’s association with taxexempt status under the relevant provisions of the Internal Revenue Code;
(2) a bona fide local nonpartisan political organization, with tax-exempt status under Section 501(c)(3) of the
Internal Revenue Code, dedicated to encouraging
informed and active participation in government;
(3) a bona fide Modesto Neighborhood Associations or
organizations with similar purposes with tax-exempt
status under Section 501(c)(3) of the Internal Revenue
Code;
(4) a bona fide association representing business such as a chamber of commerce;
(5) a member from a large business located in the City; (6) a member from a small business located in the City; (7) a bona fide labor union with members residing in the City; and,
(c) No member of the Commission shall be a relative by blood or marriage within the second degree of the Mayor, a member of the Council, any Charter officer, or any department head or deputy department head.
(d) No member of the Commission shall be an employee of the City nor any bargaining unit for employees of the City, nor be a person who receives compensation from the City or from bargaining units of the City in any manner, except retirement benefits.
(e) No member of the Commission shall be a lobbyist or other person with business before the City that represents an economic interest in excess of the limit for material financial effect as established by state law.
#3..
- 57 -

(f) Members of the Commission shall serve without
compensation.
(g) Each Commissioner shall be appointed to a four-year term unless the appointment is to fill a vacancy.

Section 3.02 All Members must complete a Statement of Economic Interest (Form 700) and AB 1234 ethics training by April 1 of each year and when assuming or leaving Commission membership.

Article IV. Terms of Office
No Commissioner shall serve more than three consecutive four year terms on the Commission.

Article V. Attendance at Meetings
Section 5.01 Timely attendance at meetings is expected and necessary to carry out the mission of the Commission. It shall be the responsibility of each Member to know the dates and times of all Commission meetings. If a Member knows he or she will not be able to attend a regularly scheduled meeting, it shall be his or her responsibility to notice the Commission Secretary at least forty-eight (48) hours in advance of the meeting, in order for the absence to be recorded as an excused absence.

Section 5.02 The minutes of each meeting will list those Members in attendance, those who are excused and those who are unexcused.

Article VI. Officers and Their Duties
Section 6.01 The Commission shall elect from among its membership a Chairperson, and a Vice Chairperson. The term of office shall be one year.

Section 6.02 All officers shall exercise all privileges of membership, including the making of motions, seconding and debate.

Section 6.03 The Chairperson shall preside at all meetings, shall appoint, with the consent of the Commission, all ad-hoc Commissions, and shall ensure that the bylaws, rules and regulations as adopted by the Commission are properly enforced. #3..
- 58 -

Section 6.04 The Vice Chairperson shall assist the Chairperson in his/her duties and in the absence of the Chairperson shall perform all duties usually performed by the Chairperson.

Section 6.05 The Commission Secretary shall be a City staff member, appointed by the Community & Economic Development Department, to serve as secretary to the Commission. The Commission Secretary shall keep a record of the minutes of all Commission meetings and such other duties as are usually performed by a secretary. An audio recording shall be made at all meetings, retained pursuant to the City’s record retention policies, and shall be made available to all Commissioners by request.

Article VII. Meetings
Section 7.01 Regular meetings of the Commission shall be held not less than at least quarterly, at Tenth Street Place, 1010 Tenth Street Modesto, California.

Section 7.02 Special meetings shall be called by the Chairperson as necessary, in consultation and coordination with the Commission Secretary.

Section 7.03 Meetings may be cancelled by agreement of the Chairperson and Vice Chairperson in coordination with the Commission Secretary.

Section 7.04 Notices of all meetings, including agendas, shall be given to all Members of the Commission, to the City Clerk, to the City Manager, and to all others as provided by law.

Section 7.05 All meeting agendas will be posted at Tenth Street Place.

Section 7.06 All meetings shall comply with the requirements of the Ralph M. Brown Act.

Section 7.07 A quorum is necessary for the Commission to transact any business. A quorum is a majority plus one of appointed members.

Section 7.08 All meetings of the Commission shall be open to the public and shall be held at a public facility, which is accessible in accordance with the regulations of the Americans with Disabilities Act.

Article VIII. Order of Proceedings
#3..
- 59 -

Section 8.01 The Standard Code of Parliamentary Procedure shall be the guide for the parliamentary procedures in the conduct of Commission meetings.

Section 8.02 The order of proceedings of all meetings shall be as follows, subject to majority vote of the members present:
(a) Roll Call
(b) Declaration of Conflict of Interest
(c) Public Comment Period
(d) Consent Items
(e) Old Business
(f) New Business
(g) Commission Comments & Reports
(h) Matters Too Late For the Agenda
(i) Adjournment
Article IX. Amendments
Section 9.01 The Bylaws and any future amendments shall be subject to the approval of the City Council and shall not and are not intended to go beyond any of the powers and duties given to the Commission by the City Council nor contradict MMC 8-10. 2981909.4
#3..
- 60 -

Exhibit A

CITIZENS' TRANSPORTATION SALES TAX COMMISSION
BYLAWS
(Approved by City Council: April 11, 2023, Resolution No. 2023-169) (Amended by City Council: mm dd, 2025, Resolution No. 2025-xxx) #3..
- 61 -

Article I. Definitions
Section 1.01 The City Council established a Commission known and designed as the Citizens’ Transportation Sales Tax Commission.

Section 1.02 As used in these Bylaws, unless a different meaning clearly appears from the context:
(a) “Member” shall mean a member of the Citizens’ Transportation Sales Tax Commission.
(b) “Commission” shall mean the Citizens’ Transportation Sales Tax Commission.

Article II. Duties
Section 2.01 Pursuant to MMC 8-10.101(a):
“A Citizen’s Transportation Sales Tax Commission, hereinafter “Commission,” is hereby established for the purpose of providing oversight of the collection and spending of tax revenue from any local transportation sales tax. For purposes of this chapter, a “local transportation sales tax” is defined as a sales tax imposed on City residents for purposes of generating funds to specifically fund the City’s transportation plan; any local tax used to fund general services in the City is not a “local transportation sales tax.” The first such Commission shall be appointed by the Council no later than ninety (90) days from the effective date of the passage of any local dedicated tax imposed for transportation purposes. The Commission shall regularly meet and make recommendations to the Council to provide oversight of any transportation tax then in effect.” Section 2.02 Pursuant to MMC 8-10.101 (b):
“The duties of the Commission shall include, but not be limited to, the following:
(1) Reviewing the annual work plan and priorities for revenue derived from any transportation sales tax then in effect; #3..
- 62 -

(2) Analyzing and commenting on any proposed items in the City budget that would lessen the City’s its commitment to road and street funding from sources of revenue other than any transportation sales tax then in effect;
(3) Reviewing any policies, standards or similar measures that the City uses to set priorities for where revenues from any transportation sales tax then in effect are to be spent; (4) Reviewing any proposals for the City to use bond or similar financing secured by revenues from any transportation sales tax then in effect;
(5) Reviewing any policies, standards or similar measures that the City uses to determine whether work funded by the tax shall be done “in-house” or through outside contracts; and,
(6) Reviewing any other matter the Council deems appropriate related to any local transportation sales tax. The Council shall appropriate adequate funds for the work of the Commission.” Article III. Membership of Commission
Section 3.01 Pursuant to MMC 8-10.102:
“The Commission shall consist of eleven nine (119) qualified electors residing within the City and shall be appointed by the City Council by resolution pursuant to the provisions below:
(a) Be a citizen of Modesto
(1) one (1) citizen from each City Council District;
(2) three (3) at large citizens from anywhere within the city limits. (b) Strong consideration shall be given to composing the Commission of representation from:
#3..
- 63 -

(1) Two (2) members from anya bona fide local taxpayer’s association with tax-exempt status under the relevant
provisions of the Internal Revenue Code;
(2) One (1) member from anya bona fide local nonpartisan political organization, with tax-exempt status under
Section 501(c)(3) of the Internal Revenue Code,
dedicated to encouraging informed and active
participation in government;
(3) Two (2) members froma bona fide Modesto
Neighborhood Associations or organizations with
similar purposes with tax-exempt status under Section
501(c)(3) of the Internal Revenue Code;
(4) One (1) member from anya bona fide association
representing business such as a chamber of commerce;
(5) One (1)A member from a large business located in the City;
(6) One (1)A member from a small business located in the City;
(7) Two (2)A members from a bona fide labor union with
members residing in the City; and,
(8) One (1) member from a former Stanislaus County Civil Grand Jury who has served in that role within the
previous five (5) years of his or her appointment.”
(bc) No member of the Commission shall be a relative by blood or marriage within the second degree of the Mayor, a member of the Council, any Charter officer, or any department head or deputy department head.
#3..
- 64 -

(cd) No member of the Commission shall be an employee of the City nor any bargaining unit for employees of the City, nor be a person who receives compensation from the City or from bargaining units of the City in any manner, including except retirement benefits.
(de) No member of the Commission shall be a lobbyist or other person with business before the City that represents an economic interest in excess of the limit for material financial effect as established by state law.
(ef) Members of the Commission shall serve without
compensation.
(fg) One-half of the Commissioners for the Commission in 2017 shall be appointed to two year terms and one-half shall be appointed to four year terms. Thereafter, eachEach
Commissioner shall be appointed to a four year term unless the appointment is to fill a vacancy.

Section 3.02 All Members must complete a Statement of Economic Interest (Form 700) and AB 1234 ethics training by April 1 of each year and when assuming or leaving Commission membership.

Article IV. Terms of Office
No Commissioner shall serve more than two three consecutive four year terms on the Commission.

Article V. Attendance at Meetings
Section 5.01 Timely attendance at meetings is expected and necessary to carry out the mission of the Commission. It shall be the responsibility of each Member to know the dates and times of all Commission meetings. If a Member knows he or she will not be able to attend a regularly scheduled meeting, it shall be his or her responsibility to notice the Commission Secretary at least forty-eight (48) hours in advance of the meeting, in order for the absence to be recorded as an excused absence. #3..
- 65 -

Section 5.02 The minutes of each meeting will list those Members in attendance, those who are excused and those who are unexcused.

Article VI. Officers and Their Duties
Section 6.01 The Commission shall elect from among its membership a Chairperson, and a Vice Chairperson. The term of office shall be one year.

Section 6.02 All officers shall exercise all privileges of membership, including the making of motions, seconding and debate.

Section 6.03 The Chairperson shall preside at all meetings, shall appoint, with the consent of the Commission, all ad-hoc Commissions, and shall ensure that the bylaws, rules and regulations as adopted by the Commission are properly enforced.

Section 6.04 The Vice Chairperson shall assist the Chairperson in his/her duties and in the absence of the Chairperson shall perform all duties usually performed by the Chairperson.

Section 6.05 The Commission Secretary shall be a City staff member, appointed by the Community & Economic Development Department, to serve as secretary to the Commission. The Commission Secretary shall keep a record of the minutes of all Commission meetings and such other duties as are usually performed by a secretary. An audio recording shall be made at all meetings, retained pursuant to the City’s record retention policies, and shall be made available to all Commissioners by request.

Article VII. Meetings
Section 7.01 Regular meetings of the Commission shall be held not less than at least quarterly, at Tenth Street Place, 1010 Tenth Street Modesto, California.

Section 7.02 Special meetings shall be called by the Chairperson as necessary, in consultation and coordination with the Commission Secretary.

Section 7.03 Meetings may be cancelled by agreement of the Chairperson and Vice Chairperson in coordination with the Commission Secretary. #3..
- 66 -

Section 7.04 Notices of all meetings, including agendas, shall be given to all Members of the Commission, to the City Clerk, to the City Manager, and to all others as provided by law.

Section 7.05 All meeting agendas will be posted at Tenth Street Place.

Section 7.06 All meetings shall comply with the requirements of the Ralph M. Brown Act.

Section 7.07 A quorum is necessary for the Commission to transact any business. A quorum is six (6) membersa majority plus one of appointed members.

Section 7.08 All meetings of the Commission shall be open to the public and shall be held at a public facility, which is accessible in accordance with the regulations of the Americans with Disabilities Act.

Article VIII. Order of Proceedings
Section 8.01 The Standard Code of Parliamentary Procedure shall be the guide for the parliamentary procedures in the conduct of Commission meetings.

Section 8.02 The order of proceedings of all meetings shall be as follows, subject to majority vote of the members present:
(a) Roll Call
(b) Declaration of Conflict of Interest
(c) Public Comment Period
(d) Consent Items
(e) Old Business
(f) New Business
(g) Commission Comments & Reports
(h) Matters Too Late For the Agenda
(i) Adjournment
#3..
- 67 -

Article IX. Amendments
Section 9.01 The Bylaws and any future amendments shall be subject to the approval of the City Council and shall not and are not intended to go beyond any of the powers and duties given to the Commission by the City Council nor contradict MMC 8-10. 2981909.4
#3..
- 68 -

CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

May 5, 2025
Date: April 16, 2025
TO: Economic Development Committee
Eric Alvarez, Chair
Sue Zwahlen, Vice-Chair
Nick Bavaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Toby Wells, Director of Engineering Services/City Engineer SUBJECT: Reimbursement Memorandum of Understanding with the County of Stanislaus CONTACT: Jaspreet Mangat, Senior Civil Engineer, [email protected], 209-577-5253
DESCRIPTION:

Consider a Memorandum of Understanding with the County of Stanislaus regarding reimbursement of costs related to the construction of Urban Pocket Area 9 – Colorado-Rouse Project and forwarding to Council for approval. (Funding Source: State Earmark Funds) STRATEGIC PLAN ELEMENT:

The recommended action supports the City’s 2020-2025 Strategic Goal “Ensure Safe, Efficient, and Reliable Infrastructure”.

BACKGROUND:

Over the past several years, Stanislaus County has prioritized addressing longstanding infrastructure challenges in unincorporated, developed neighborhoods. In 2021, the County Board of Supervisors approved strategic priorities for the allocation of American Rescue Plan Act (ARPA) funds, with a specific focus on infrastructure improvements in these underserved areas.

As part of the Stanislaus County Urban Pockets Infrastructure Improvement Project, several communities have been identified for upgrades. One of these is Area 9 – the Colorado-Rouse neighborhood pocket. The County has retained a professional engineering firm to design the necessary improvements and will serve as the lead agency for the project. Following completion, the area may be considered for future annexation into the City of Modesto.

These County pocket areas often lack fundamental urban infrastructure. Residents rely on individual wells and septic systems, and the absence of adequate storm drainage contributes to frequent street flooding. Additionally, the lack of pedestrian facilities and street lighting create challenges for residents, particularly during inclement weather and nighttime hours. #4..
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Economic Development Committee, May 5, 2025
Reimbursement Memorandum of Understanding with the County of Stanislaus

To support this initiative, the City of Modesto has secured a one-time allocation of $5,000,000 from the State General Fund through State Earmark Funds. This funding, administered via a fund transfer agreement with the California Department of Transportation (executed on June 23, 2022; Project ID: PLBPL-5059(257); Advantage ID: 1022000266), is designated specifically for infrastructure improvements including curb, gutter, sidewalks and related infrastructure in the unincorporated County pocket areas located within the City limits.

DISCUSSION:

Stanislaus County will act as the Engineering and Construction Manager for the project. The County will be responsible for all phases of project delivery, including advertising, bidding, contract award, and construction management. The City of Modesto will retain access to the project site to perform inspections as necessary to ensure compliance with applicable standards. Construction is anticipated to commence in Summer 2025.

Upon completion of $5,000,000 in eligible improvements, the County will submit an invoice to the City for reimbursement. The City will reimburse the County up to, but not exceeding, the $5,000,000 funding allocation. Any project costs exceeding this amount will be the sole responsibility of Stanislaus County.

This project represents a meaningful investment in improving infrastructure, safety, and quality of life for residents living in historically underserved neighborhoods, and aligns with the City’s broader goals of equity, livability, and sustainable urban development.

FISCAL IMPACT:

The City has received the funding from the State and is being held in our Capital Improvement Project Fund for Project No. 101519 for disbursement to the Project in accordance with Agreement.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending a Memorandum of Understanding with the County of Stanislaus regarding reimbursement of costs related to the construction of Urban Pocket Area 9 – Colorado-Rouse Project and forwarding to Council for approval.

Approved by:

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

1. Memorandum of Understanding (MOU)
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MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF MODESTO AND

THE COUNTY OF STANISLAUS REGARDING REIMBURSEMENT OF COSTS RELATED TO THE CONSTRUCTION OF URBAN POCKET AREA 9 - COLORADOROUSE PROJECT This MEMORANDUM OF UNDERSTANDING Regarding Reimbursement Costs Related to the Construction of Urban Pocket Area 9 - Colorado-Rouse Project (this “MOU” or “Agreement”) is entered into as of _________, 2025 (the “Effective Date”) between the County of Stanislaus (hereinafter referred to as “County”) and the City of Modesto, a California charter City (hereinafter referred to as “City”), each referred to as a “Party” and collectively referred to as the “Parties”.

WHEREAS, Stanislaus County has received funding though the American Rescue Plan Act of 2021 (ARPA) that will be used to deliver projects that improve infrastructure with respect to health and safety; and
WHEREAS, City of Modesto has received the onetime $5,000,000 funding through the State Earmark Funds that will be used to construct public improvement projects in disadvantage communities (Area 9) that will improve infrastructure with respect to health, safety and quality of life; and
WHEREAS, City has signed the fund transfer agreement with the California Department of Transportation (Project ID PLBPL-5059(257) and Advantage ID 1022000266); and WHEREAS, the City and County are collaborating regarding improvements to the infrastructure in the Area 9 – Colorado-Rouse Area, as further specified in Exhibit A, attached hereto and incorporated herein (“Improvement Project”); and WHEREAS, the County has retained a professional engineering firm, AECOM (the “Consultant”), to provide design services related to the Urban Pocket Area 9 - ColoradoRouse Project; and WHEREAS, County will lead the Urban Pocket Area 9 - Colorado-Rouse Project with the possibility of future annexation into the City Limits after the Improvement Project is complete per project plans and specifications as approved by the City; and WHEREAS, the County and City wish to enter into this Memorandum of Understanding (MOU) that City will reimburse up to $5,000,000 to the County.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties County and City agree as follows:

ARTICLE I

PARTY RESPONSIBILITIES

1. The above Recitals are made a part of this MOU agreement as if they were set forth herein.

2. The County has entered into a professional services agreement with the Consultant for the delivery of specified engineering services for the Improvements Project and will #4..
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Memorandum of Understanding
2 advertise, bid, and award the Improvement Project in accordance with applicable laws to a licensed contractor (the “Contractor”).

3. The County will invoice the City for $5,000,000 once the County has constructed and paid for $5,000,000 worth of improvements and provide all invoices received from the Contractor as backup. The City shall pay the County for all undisputed invoices within thirty (30) days. The County shall be responsible for paying all invoices from the Contractor in accordance with the terms and conditions of the agreement between the County and Contractor. In no event shall the City be responsible for reimbursing the County more than Five Million Dollars ($5,000,000). County shall be solely responsible for all costs related to the Improvement Project greater than such amount.

4. Both the County and City shall adhere to applicable federal and state laws, regulations, and guidelines.

5. County will prepare and process all environmental clearance documents as required to complete the Improvement Project.

6. County will acquire, at the County’s cost, all necessary right of way for the construction of the improvements, even within the City boundaries, for the sole purposes of the public’s use.

7. Scope of Work. The Parties agree that the construction of the Improvement Project will conform to the plans and specifications approved by the County and the City. County will be the official Engineering and Construction Manager for this project. However, access shall be provided to City Staff for inspections and material submittal reviews.

8. County’s Responsibilities. Upon completion of final design, the County will advertise the Improvement Project, conduct bid opening, award construction contract, and manage construction of Improvement Project.

9. City’s Responsibilities. City may inspect the Improvement Project during construction for conformance with the project plans and specifications. The City will recognize the County’s contract with the Contractor as sufficient authorization to perform any work within the City Right-of-Way that falls within the limits of the Colorado-Rouse Project. No additional permits will be necessary. The scope of City’s services consists of:
a. During the design phase, the City will review and approve the Improvement Project plans and specifications of all the improvements prior to the County advertising the Improvement Project for bid.
b. Construction Inspection: County staff, or others authorized by the County, shall inspect the construction of Improvement Project. Access will be provided for City Staff for inspections.
c. Construction Costs: The County will administer the construction contract. The County shall pay for all the Construction Inspections, except those performed by the City Staff.

Any change orders to the work shall be approved by the County. #4..
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Memorandum of Understanding
3 ARTICLE II

GENERAL PROVISIONS

1. This MOU, including attachments, shall form the entire agreement and understanding between County and City. Except as provided in Article VII hereof, no other written or verbal statements, shall be binding upon the parties or construed as modifying this MOU in any way.

2. The governing law of this MOU shall be the law of the State of California. The Parties agree that the County of Stanislaus is the sole proper venue for the litigation of any and all disputes arising out of or relating to this MOU.

3. Each Party warrants and represents that in executing this MOU, it has received independent legal advice from its attorneys or the opportunity to seek such advice.

4. Headings or captions to the provisions of this MOU are solely for the convenience of the Parties, are not part of this MOU, and shall not be used to interpret or determine the validity of this MOU. Any ambiguity in this MOU shall not be construed against the drafter, but rather the terms and provisions hereof shall be given a reasonable interpretation as if both parties had in fact drafted this MOU.

5. Any notice, communication, amendment, addition or deletion to this MOU, including change of address of either Party during the term of this MOU, which shall be required or may desire to make shall be in writing and may be personally served or, alternatively, sent by prepaid first-class mail to the respective parties as follows:

Communications to the County shall be directed to:

David Leamon
Director
Department of Public Works
1716 Morgan Road
Modesto, CA 95358
Communications to the City shall be directed to:

Toby Wells
Director of Engineering Services Department
City of Modesto
1010 Tenth Street, Suite 3100
Modesto, CA 95353

ARTICLE III
TERM
The term of this MOU shall be from the Effective Date until the Improvement Project, has been accepted by the County, and all costs incurred are paid, unless sooner terminated as provided below.
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Memorandum of Understanding
4 ARTICLE IV

INDEPENDENT CONTRACTOR STATUS
This MOU is by and between two independent parties and is not intended to and shall not be construed to create the relationship of employer, employee, partnership, agent, servant, or joint venture with City or any persons employed by City including subcontractors or employees thereof. The City and County shall control the manner and means of accomplishing the performance of the MOU.

ARTICLE VI

INDEMNIFICATION
Neither Party, nor any of its officers or employees, shall be responsible for any damage or liability occurring by reason of any act or failure to act by the other party under or in connection with any work delegated to that party under this MOU. The Parties further agree, pursuant to Governmental Code Section 895.4, that each party shall fully indemnify and hold harmless the other Party and its agents, officers, employees, and contractors from and against all claims, damages, losses, judgments, liabilities, expenses and other costs, including litigation costs and attorney fees, arising out of, resulting from, or in connection with any work delegated to or action taken or omitted to be taken by such Party under this MOU.

ARTICLE VII

AMENDMENT
This MOU may be modified, amended, changed, added to or subtracted from by the mutual consent of the Parties hereto if such amendment or change is in written form and executed with the same formalities as this MOU and attached to the original MOU agreement to maintain continuity.

ARTICLE VIII

DISPUTES
The Parties may pursue their respective remedies at law or equity for any claim, controversy, or dispute relating to this MOU.

ARTICLE IX

NON-ASSIGNMENT
Neither Party shall assign, transfer, or further subcontract this MOU, in whole or in part, without prior written approval of the other.

ARTICLE X

SEVERABILITY AND SURVIVAL
If any portion of this MOU or application thereof to any person or circumstance shall be declared invalid by a court of competent jurisdiction or if it is found in contravention of any federal, state, or county statute, ordinance, or regulation, the remaining provisions of this #4..
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Memorandum of Understanding
5 MOU or the application thereof shall not be invalidated thereby and shall remain in full force and effect to the extent that the provision of this MOU are severable.

ARTICLE XI

TERMINATION

1. Each Party retains the right to terminate this MOU without cause upon thirty (30) days advance notice to the other. Each Party retains the right to terminate this MOU due to a breach of the MOU by the other Party, after providing notice and a reasonable opportunity to cure to the breaching Party.

2. After termination, the City shall remain responsible for the payment of any outstanding cost share for work already performed by County staff and the Consultant for the benefit of the City, and any damages resulting of a breach of contract between the County and Contractor due to termination.

ARTICLE XII

ENTIRE DOCUMENT
This MOU supersedes any and all other agreements, either oral or in writing, between any of the Parties herein with respect to the subject matter hereof and contains all the agreements between the Parties with respect to such matter. Each Party acknowledges that no representations, inducements, promises or agreements, oral or otherwise, have been made by any Party, or anyone acting on behalf of any Party, which are not embodied herein, and that no other agreement, statement or promise not contained in this MOU shall be valid or binding.

ARTICLE XIII

SIGNATURES

1. The person signing this Agreement (“Signatory”) represents and warrants that he or she is duly authorized and has legal capacity to execute this MOU. Signatory represents and warrants that the execution and delivery of the MOU and the performance of Parties’ obligations hereunder has been duly authorized, and that the MOU is a valid and legal agreement binding on Parties and enforceable in accordance with its terms.

2. Each Party agrees that the electronic signatures (whether digital or encrypted) of the Parties included in this MOU are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a Party with the intent to sign such record (including facsimile or email electronic signatures) pursuant to the California Uniform Electronic Transactions Act (Cal. Civ. Code § 1633.1 et seq.) as amended from time to time.
[ signatures appear on following page]
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Memorandum of Understanding
6 IN WITNESS WHEREOF, the parties have caused this MOU to be executed by their duly authorized representatives, as follows:

COUNTY OF STANISLAUS CITY OF MODESTO
A political subdivision of the
State of California
By: _____________________________ By: _____________________________ Jody Hayes Joseph Lopez
Chief Executive Officer City Manager
ATTEST: ATTEST:

By: _____________________________ By: _____________________________ Elizabeth King Diane Nayares-Perez
Clerk of the Board of Supervisors City Clerk
Of the County of Stanislaus,
State of California
APPROVED AS TO CONTENT: APPROVED AS TO CONTENT:

Department of Public Works Engineering Services Department By: _____________________________ By: ____________________________ David A Leamon, Director Toby Wells, Director
APPROVED AS TO FORM: APPROVED AS TO FORM:

Thomas Boze
County Counsel
By: _____________________________ By: ____________________________ Donya Nunes Jose M. Sanchez
Assistant County Counsel City Attorney

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Memorandum of Understanding
7 EXHIBIT A
Scope of Urban Pocket Area 9 – Colorado-Rouse Project
Infrastructure Improvements
Construction of sidewalk (including ADA ramps and misc. driveway approaches), storm drainage facilities (including curb and gutters), and street lighting.

Sewer Improvements
Construction of sewer facilities (including on-site connection).

BOUNDARY MAP OF COLORADO-ROUSE COUNTY ISLAND
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

May 5, 2025
Date: April 9, 2025
TO: Economic Development Committee
Eric Alvarez, Chair
Sue Zwahlen, Vice-Chair
Nick Bavaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Upcoming Construction Project Report
Installation of Flush Lines at Wells No. 40, 41, and 265 CONTACT: Edgar Vargas, Senior Civil Engineer, [email protected], 209-577-5424 DESCRIPTION:

Consider a Report on the upcoming Installation of Flush Lines at Wells No. 40, 41, and 265 Construction Project. (Funding Source: Water Fund)
STRATEGIC PLAN ELEMENT:

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

BACKGROUND:

On April 28, 2020, by Resolution No. 2020-209, Council approved the 2017 Water Master Plan (2017 WMP) as complete. The 2017 WMP outlines a series of prioritized Capital Improvement Program (CIP) Projects necessary to deliver safe, reliable water service, meeting the demands of existing and future customers.

DISCUSSION:

The Installation of Flush Lines at Wells No. 40, 41, and 265 Project has been identified through the 2017 WMP and developed under CIP Project 100798. This project aims to improve the water system at Well Sites 40, 41, and 265 by installing flush lines that will facilitate the flushing and sampling process.

Well sites are periodically tested for conformance to State mandated maximum contaminant levels (MCL). Occasionally, wells may test towards the MCL for particular contaminants for various reasons. When this occurs, well sites are temporarily shut down and flushed until levels are in conformance before they can be brought back online into service. #5..
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Economic Development Committee, May 5, 2025
Upcoming Construction Project Report
Installation of Flush Lines at Wells No. 40, 41, and 265

The project limits are as follows:

Well 40 is located at 420 North Riverside Drive; 1,107 linear feet of 12-inch Flush Line will be installed from Well 40, along North Riverside Drive to connect to an existing sewer system manhole on Haddon Avenue.

Well 41 is located at 3427 Saginaw Court; 1,563 linear feet of 15-inch Flush Line will be installed from Well 41, through a portion of Sipherd Park and then along Lilian Drive until its connection point to an existing sewer system manhole on East Orangeburg Avenue.

Well 265 is located at 1024 Gettysburg Way; 1,005 linear feet of 12-inch Flush Line will be installed from Well 265, along Shenandoah Way and connect to an existing sewer system manhole on Lakewood Avenue.

Staff anticipates that this Project will go out to Bid in the Summer of 2025.

FISCAL IMPACT:

The following CIP Project has been created to track the expenses associated with this effort:
100798 – Installation of Flush Lines
ANTICIPATED CONSTRUCTION EXPENDITURES:

Construction $2,400,609
Construction Contingency (12%) $288,073
Construction Administration – City Staff (10%) $240,061 City Construction Forces $50,000
Engineering/Design/Administration – City Staff $100,000 TOTAL: $3,078,743
CEQA/NEPA REQUIREMENTS:

Environmental review has been provided through a Categorical Exemption under CEQA Section 15301 (Ex. Facilities) Class 1, (b).

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion accepting a Report on the upcoming Installation of Flush Lines at Wells No. 40, 41, and 265 Construction Project.

Approved by:

William Wong, Director of Utilities
Joseph P. Lopez, City Manager
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

May 5, 2025
Date: April 14, 2025
TO: Economic Development Committee
Eric Alvarez, Chair
Sue Zwahlen, Vice-Chair
Nick Bavaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Upcoming Construction Project Report
2018-2019 Lift Station Improvements
CONTACT: Peter Barberis, Associate Civil Engineer
[email protected], 209-571-5544
DESCRIPTION:

Consider a Report on the upcoming 2018-2019 Lift Station Improvements Construction Project. (Funding Source: Wastewater Fund)
STRATEGIC PLAN ELEMENT:

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

BACKGROUND:

The Codoni Lift Station is located at the south end of Codoni Avenue and conveys wastewater flows through various trunks lines and on to the Regional Water Recycling Facility – Sutter Campus.

The existing Lift Sation was designed with excessive capacity, as the actual flows are significantly lower than was previously anticipated. A combination of low flows and corrosive industrial discharge has led to considerable deterioration in both the influent and discharge piping and resulted in several Sanitary Sewer Overflows at this site.

DISCUSSION:

Due to the aforementioned issues, Utilities Operations and Maintenance Staff have requested a redesign of the existing Lift Station to transition from a wet well - dry well system to a submersible pump configuration.

The planned improvements include:
 Removal of Existing Lift Station, including Concrete Slab, Electrical Panels, and Fencing #6..
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Economic Development Committee, May 5, 2025
Upcoming Construction Project Report
2018-2019 Lift Station Improvements

 Installation of New Concrete Wet Well Including Two Pumps  Installation of New Dry Vault and Associated Piping
 Installation of New Electrical Cabinets and Associated Shade Canopy  Installation of New Ornamental Iron Fencing
 Installation of New Reinforced Concrete Slab
 Replacement of One Existing Manhole
 Installation of One New Manhole
 Restoration of Two Existing Manholes
 Installation of Approximately 100 Feet of New Sanitary Sewer Main  Replacement of Approximately 200 Feet of Existing Sanitary Sewer Main By reconfiguring the current Lift Station and installing appropriately sized pumps, the conveyance system will be enhanced, leading to improved operational efficiency; helping to prevent future failures and eliminating the need for emergency repairs. Construction of this Project is anticipated to begin in the Spring of 2025.

FISCAL IMPACT:

The following CIP Project has been created to track the expenses associated with this effort:
101090 – 2018/2019 Lift Station Improvements

ANTICIPATED CONSTRUCTION EXPENDITURES
Construction $2,403,786
Construction Contingency (20%) $480,758
Construction Administration – City Staff $360,568
Engineering/Design/Administration – City Staff $120,000 TOTAL $3,365,112
CEQA/NEPA REQUIREMENTS:

Environmental review has been provided through a Categorical Exemption under CEQA Section 15302 (Replacement or Reconstruction) Class 2, (c).

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion accepting a Report on the upcoming 2018-2019 Lift Station Improvements Construction Project.

Approved by:

William Wong, Director of Utilities
Joseph P. Lopez, City Manager
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

May 5, 2025
Date: April 7, 2025
TO: Economic Development Committee
Eric Alvarez, Chair
Sue Zwahlen, Vice-Chair
Nick Bavaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Agreements for Hauling of Non-Hazardous Brine for Water Division CONTACT: Jeremy Parnell, Acting Water Division Manager, [email protected], 209- 342-4568
DESCRIPTION:

Consider Agreements for the Hauling of Non-Hazardous Brine with B & B Harvesting, Inc. dba Cal Valley Trucking, Modesto, CA, and Sun Valley Transport, Inc., Hughson, CA, for a total combined amount not to exceed $804,260 over five years and forwarding to Council for approval. (Funding Source: Water Fund)
STRATEGIC PLAN ELEMENT:

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

BACKGROUND:

The City of Modesto operates a water treatment facility in the community of Grayson. This treatment facility provides safe and reliable drinking water for the residents of the community. As part of the water treatment process, a waste brine is generated that needs to be disposed of on an as-needed basis. Modesto’s wastewater treatment permit does not allow the disposal of this brine waste at its facility. The removal of brine is imperative to keep the Grayson treatment facility operational.

The City currently contracts with Envirogen, Inc., to operate an ion exchange system that uses food grade salt (similar to a water softener) to backwash the ion exchange media and reduce high nitrate levels in the Grayson water system. The system must be flushed regularly, which creates a non-hazardous brine waste product. This waste is then hauled under contract to East Bay Municipal Utility District, an approved waste disposal facility located in Oakland, California. #7..
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Economic Development Committee, May 5, 2025
Agreements for Hauling of Non-Hazardous Brine for Water Division

On September 1, 2020, by Resolution No. 2020-345, Council approved the award of proposal for the hauling of non-hazardous brine services to Sun Valley Transport, Inc., for a total not to exceed $458,915 over five years.

On April 5, 2022, by Resolution No. 2022-60, Council approved a First Amendment with Sun Valley Transport, Inc., for the hauling of non-hazardous brine services, to increase the amount by $208,910 from $458,915, for a new total amount not to exceed $667,825 over five years.

DISCUSSION:

On October 21, 2024, the City Manager authorized the Purchasing Manager to solicit the procurement for the Hauling of Non-Hazardous Brine. On November 20, 2024, the Purchasing Division issued Invitation for Bids (IFB) No. 2425-25 for the Hauling of Non-Hazardous Brine on the City’s PlanetBids public bidding website under various commodity codes41. Prospective bidders were notified online which included twenty (20) local vendors and via email of the bid opportunity. Twenty-one (21) companies downloaded the IFB document from PlanetBids.

On December 17, 2024, bids were formally opened in the City Clerk’s office and broadcast via Microsoft Teams Livestream. Six (6) companies chose to respond. Based on providing the lowest responsive and responsible bid, City staff recommended to award the Hauling of Non-Hazardous Brine to B & B Harvesting, Inc. dba Cal Valley Trucking, Modesto, CA as Primary, and Sun Valley Transport, Inc., Hughson, CA as Secondary, for a two (2) year agreement with three (3) one-year extension options, for a total estimated annual amount of $150,000 and a total combined amount not to exceed $804,260 over five years. Staff is requesting to give the Director of Finance the authority to adjust agreement totals between vendors based on availability and department needs.

To ensure continued service to the City, contracts may be awarded to more than one contractor to provide backup if the primary contractor is unable to meet the City’s needs. A secondary contractor may be awarded a specific job if the primary contractor is unable to perform the service, unable to complete the specific job within the time frame required by the City, or unable to maintain acceptable quality standards required by the City.

Modesto Municipal Code Section 8-3.203 generally requires all purchases which meet or exceed $100,000 for material, equipment, or contractual services to follow formal bid procedures. An award of Bid and Agreements for the Hauling of Non-Hazardous Brine to Cal Valley Trucking and Sun Valley Transport conforms to the Modesto Municipal Code because the City complied with formal bid procedures, and Cal Valley Trucking and Sun Valley Transport were the lowest responsive and responsible bidders.

FISCAL IMPACT:

Expenditures for hauling of non-hazardous brine over the past five years are listed below:

Contract Year Expended
CY1 (2020-21) $ 83,600
CY2 (2021-22) $131,320
CY3 (2022-23) $ 96,105
1 95847 Freight Management Services
96100 Miscellaneous Services No. 1 (Not Otherwise Classified) 96200 Miscellaneous Services No. 2 (Not Otherwise Classified) 96286 Transportation of Goods And Other Freight Services 07000 Automotive Vehicles And Related Transportation Equipment (Including Trailers) #7..
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Economic Development Committee, May 5, 2025
Agreements for Hauling of Non-Hazardous Brine for Water Division

CY4 (2023-24) $ 67,170
CY5 (2024-25 ytd) $ 55,130
Grand Total $433,625
In year four of the current agreement, expenditures were significantly reduced, as no brine hauling occurred while staff replaced the Ion Exchange treatment system. During the first three years of the agreement, brine hauling averaged 164 loads annually, with a peak of 193 loads in contract year two.

At the proposed rate of $745.00 per load, historical usage would result in expenditures ranging from $122,180 to $143,785 annually. Brine removal is essential to the continued operation of the Grayson plant, the sole provider of potable water for the community. Therefore, staff must anticipate and plan for potentially high volumes of brine removal to ensure uninterrupted operations and continued access to safe drinking water.

The table below shows the projected combined spending for both vendors, with the first two years fixed and a 5.8% Consumer Price Index (CPI) increase annually in years three through five.

Estimated expenditures are budgeted in the Water Fund (4100).

Agreement Year Combined Total
Year 1, 8/10/25 – 8/9/26 $ 150,000
Year 2, 8/10/26 – 8/9/27 $ 150,000
Year 3, 8/10/27 – 8/9/28 $ 158,700
Year 4, 8/10/28 – 8/9/29 $ 167,910
Year 5, 8/10/29 – 8/9/30 $ 177,650
Total Not To Exceed $ 804,260
* Fixed Rate Years 1-2; Annual 5.8% CPI Increase Years 3-5 RECOMMENDED COMMITTEE ACTION:

Staff Recommendation:

Motion recommending the Award of Bid and Agreements for the Hauling of Non-Hazardous Brine with B & B Harvesting, Inc. dba Cal Valley Trucking, Modesto, CA, and Sun Valley Transport, Inc., Hughson, CA, for a two (2) year agreement with three (3) one-year extension options, for an estimated annual amount of $150,000 and a total combined amount not to exceed $804,260 over five years, and forwarding to Council for approval.

Approved by:

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

1. Agreement – Cal Valley Trucking

2. Agreement – Sun Valley Transport

3. Exhibit B, Bid Submittal – Cal Valley Trucking

4. Exhibit B, Bid Submittal – Sun Valley Transport

5. Exhibit C, IFB No. 2425-25

6. Cost Abstract, IFB No. 2425-25
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1 ANNUAL AGREEMENT # 295853 FOR HAULING OF NON-HAZARDOUS BRINE 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 B & B Harvesting, Inc. dba Cal Valley Trucking, a California corporation, hereinafter called CONTRACTOR.

W I T N E S S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2025-______ authorizing the Award of Bid and agreement for the HAULING OF NON-HAZARDOUS BRINE 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 HAULING OF NONHAZAROUS BRINE SERVICES as described in IFB 2425-25, 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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2 1. THE WORK:
a. CONTRACTOR shall furnish all labor, materials, equipment, fuel, tools, licenses, and insurance necessary to perform and complete the required work as specified in Exhibit “B”, 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 $135,000. The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $723,834. 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 in the Bid attached hereto as Exhibit B.

AGREEMENT PRICING
Item Description Unit Unit Price
Hauling Services from the Grayson Facility at 8417
Yamamoto Way to 2020 Wake Road, Oakland, CA.
(Round Trip = 152 miles)
Any Fuel Surcharge shall be included in pricing
Trip $744.94

2. CITY REPRESENTATIVE:

CITY Representative: Tony Benns, Wells & Tanks Operations Supervisor, 209-652-0002, [email protected]
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3 Purchasing Representative: Nani Hollingsworth, Assistant Buyer, 209-577-5296, [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:

Nathaniel “Nate” Dabney, CFO, 209-545-8300, [email protected]

4. TERM OF AGREEMENT:

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

Year 1: SEPTEMBER 7, 2025 through SEPTEMBER 6, 2026
Year 2: SEPTEMBER 7, 2026 through SEPTEMBER 6, 2027
Year 3: SEPTEMBER 7, 2027 through SEPTEMBER 6, 2028
Year 4: SEPTEMBER 7, 2028 through SEPTEMBER 6, 2029
Year 5: SEPTEMBER 7, 2029 through SEPTEMBER 6, 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 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. #7..
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4 Price adjustments for diesel fuel fluctuations may be considered. 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 vendors are 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 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 295853
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5  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, except for claims arising from the willful or active negligence of the City. 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 law’s provisions or principles.
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6 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:

The work contemplated herein shall be commenced as immediately after the agreement administrator receives and has on file:
a. Proofs of insurance (approved by CITY Risk Manager); and b. Resolution No.2025-_______;
c. CONTRACTOR Bid submittal;
d. IFB No. 2425-25;
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 non-performance. Within 10 days after receipt of notification, the breaching party shall correct any nonperformance to the reasonable satisfaction of the non-breaching party, or such other time as may be identified in the notice. Failure to correct any non-performance shall allow the non-breaching party to terminate this AGREEMENT for cause.

Termination by City for Convenience: 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.
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7 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 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 #7..
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8 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.

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:
j. The cost of settling and paying valid claims arising out of the termination of the SERVICES such as subcontractor agreements or contracts for materials; k. 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:
a. It is agreed and understood that if the CONTRACTOR fails to perform the SERVICES as specified herein, CITY's representative may: Consent to accept such unsatisfactory service with an appropriate adjustment in contract price, based on established cost factors, have such required work done by CITY forces or otherwise, and charge the cost thereof to the CONTRACTOR, or #7..
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9 b. Recommend termination of AGREEMENT between said the CONTRACTOR and the City of Modesto.

Those discrepancies and deficiencies in the SERVICES that remain 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 #7..
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10 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 week following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, addressed as follows:

CONTRACTOR: Nate Dabney
Cal Valley Trucking
2842 Ladd Rd
Modesto, CA 95356
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 has 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.
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11 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 (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.
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12 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.

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 #7..
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13 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 “A” and “B”, 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 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. #7..
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14 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 B, 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 related 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:

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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15 Exhibit D:

Environmental Services
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

6. Contractors’ Pollution Legal Liability and/or Asbestos Legal Liability with limits no less than $2,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

If the contractor maintains broader coverage and/or higher limits than the minimums shown above, the City of Stockton requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Stockton.

Umbrella or Excess Coverage
The Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this agreement.

This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and noncontributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor’s primary and excess liability policies are exhausted.

The insurance policies are to contain, or be endorsed to contain, the following provisions:
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16 Additional Insured Status
The City of Modesto, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations.

General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance with coverage equal to ISO form CG 2010. For completed operations, a separate endorsement equal to ISO form CG 2037 is required.

Primary Coverage
The Additional Insured coverage under the Contractor’s policy shall be “primary and non-contributory” and will not seek contribution from the City’s insurance or self-insurance and shall be at least as broad as CG 20 01 04 13. The City of Modesto does not accept endorsements limiting the Contractor’s insurance coverage to the sole negligence of the Named Insured.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City of Modesto.

Claims Made Policies (applicable to Pollution Liability only) If any of the required policies provide claims-made coverage:

1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.

Waiver of Subrogation
Contractor hereby grants to City of Modesto a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City of Modesto by virtue of the payment of any loss under such insurance.

Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Modesto has received a waiver of subrogation endorsement from the insurer.

Self-Insured Retentions
All Self-insured retentions must be disclosed to Risk Management for approval and shall not reduce the limits of liability. The City of Modesto may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses #7..
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17 within the retention. Any and all deductibles and SIRs shall be the sole responsibility of Contractor or subcontractor who procured such insurance and shall not apply to the Indemnified Additional Insured Parties.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City of Modesto.

Verification of Coverage
Contractor shall furnish the City of Modesto with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements are to be received and approved by the City of Modesto Risk Services before work commences.

However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City of Modesto reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City reserves the right to obtain a full certified copy of any insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later.

Subcontractors
Contractors shall require and verify that all subcontractors, or other parties hired for this work, purchase and maintain coverage for indemnity and insurance requirements as least as broad as specified in this agreement to the extent they apply to the scope of the subcontractor’s work with the same certificate of insurance requirements and naming as additional insureds all parties to this contract.

Special Risks or Circumstances
City of Modesto reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Certificate Holder Address
Proper address for mailing certificates, endorsements and notices shall be:

City of Modesto
Attn: Risk Management
1010 10th Street
Modesto, CA 95354
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18 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 B & B Harvesting, Inc. dba Cal Valley Trucking has caused this Agreement to be duly executed.
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1 ANNUAL AGREEMENT # 294316 FOR HAULING OF NON-HAZARDOUS BRINE 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 Sun Valley Transport, Inc. , a California corporation, hereinafter called CONTRACTOR.

W I T N E S S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2025-______ authorizing the Award of Bid and agreement for the HAULING OF NON-HAZARDOUS BRINE 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 HAULING OF NONHAZAROUS BRINE SERVICES as described in IFB 2425-25, 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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2 1. THE WORK:
a. CONTRACTOR shall furnish all labor, materials, equipment, fuel, tools, licenses, and insurance necessary to perform and complete the required work as specified in Exhibit “B”, 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 $15,000. The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $80,426. 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 in the Bid attached hereto as Exhibit B.

AGREEMENT PRICING
Item Description Unit Unit Price
Hauling Services from the Grayson Facility at 8417
Yamamoto Way to 2020 Wake Road, Oakland, CA.
(Round Trip = 152 miles)
Any Fuel Surcharge shall be included in pricing
Trip $745.00

2. CITY REPRESENTATIVE:

CITY Representative: Tony Benns, Wells & Tanks Operations Supervisor, 209-652-0002, [email protected]
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3 Purchasing Representative: Nani Hollingsworth, Assistant Buyer, 209-577-5296, [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:

Katie Borrelli, Owner, 209-678-0548, [email protected]

4. TERM OF AGREEMENT:

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

Year 1: SEPTEMBER 7, 2025 through SEPTEMBER 6, 2026
Year 2: SEPTEMBER 7, 2026 through SEPTEMBER 6, 2027
Year 3: SEPTEMBER 7, 2027 through SEPTEMBER 6, 2028
Year 4: SEPTEMBER 7, 2028 through SEPTEMBER 6, 2029
Year 5: SEPTEMBER 7, 2029 through SEPTEMBER 6, 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 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. #7..
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4 Price adjustments for diesel fuel fluctuations may be considered. 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 vendors are 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 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 294316
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5  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, except for claims arising from the willful or active negligence of the City. 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 law’s provisions or principles.
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6 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:

The work contemplated herein shall be commenced as immediately after the agreement administrator receives and has on file:
a. Proofs of insurance (approved by CITY Risk Manager); and b. Resolution No.2025-_______;
c. CONTRACTOR Bid submittal;
d. IFB No. 2425-25;
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 non-performance. Within 10 days after receipt of notification, the breaching party shall correct any nonperformance to the reasonable satisfaction of the non-breaching party, or such other time as may be identified in the notice. Failure to correct any non-performance shall allow the non-breaching party to terminate this AGREEMENT for cause.

Termination by City for Convenience: 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.
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7 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 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 #7..
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8 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.

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:
j. The cost of settling and paying valid claims arising out of the termination of the SERVICES such as subcontractor agreements or contracts for materials; k. 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.
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9 13. FAILURE TO PERFORM SATISFACTORY WORK:
a. It is agreed and understood that if the CONTRACTOR fails to perform the SERVICES as specified herein, CITY's representative may: Consent to accept such unsatisfactory service with an appropriate adjustment in contract price, based on established cost factors, Have such required work done by CITY forces or otherwise, and charge the cost thereof to the CONTRACTOR, or b. Recommend termination of AGREEMENT between said the CONTRACTOR and the City of Modesto.

Those discrepancies and deficiencies in the SERVICES that remain 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. #7..
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10 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 week following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, addressed as follows:

CONTRACTOR: Katie Borrelli
Sun Valley Transport Inc
8125 Alderson Rd
Hughson, CA 95326
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 has full authority to, execute the AGREEMENT.

19. QUANTITIES:

No minimum or maximum is guaranteed or implied.
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11 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 (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 #7..
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12 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.

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 #7..
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13 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 “A” and “B”, 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 any state agency (city) shall certify to the contracting or granting agency that it will provide a drug free workplace.
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14 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 B, 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 related 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.
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15 33. PARTIAL INVALIDITY:

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

Environmental Services
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

6. Contractors’ Pollution Legal Liability and/or Asbestos Legal Liability with limits no less than $2,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

If the contractor maintains broader coverage and/or higher limits than the minimums shown above, the City of Stockton requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Stockton.

Umbrella or Excess Coverage
The Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this agreement.

This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and noncontributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor’s primary and excess liability policies are exhausted.

The insurance policies are to contain, or be endorsed to contain, the following provisions:
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17 Additional Insured Status
The City of Modesto, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations.

General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance with coverage equal to ISO form CG 2010. For completed operations, a separate endorsement equal to ISO form CG 2037 is required.

Primary Coverage
The Additional Insured coverage under the Contractor’s policy shall be “primary and non-contributory” and will not seek contribution from the City’s insurance or self-insurance and shall be at least as broad as CG 20 01 04 13. The City of Modesto does not accept endorsements limiting the Contractor’s insurance coverage to the sole negligence of the Named Insured.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City of Modesto.

Claims Made Policies (applicable to Pollution Liability only) If any of the required policies provide claims-made coverage:

1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.

Waiver of Subrogation
Contractor hereby grants to City of Modesto a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City of Modesto by virtue of the payment of any loss under such insurance.

Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Modesto has received a waiver of subrogation endorsement from the insurer.

Self-Insured Retentions
All Self-insured retentions must be disclosed to Risk Management for approval and shall not reduce the limits of liability. The City of Modesto may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses #7..
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18 within the retention. Any and all deductibles and SIRs shall be the sole responsibility of Contractor or subcontractor who procured such insurance and shall not apply to the Indemnified Additional Insured Parties.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City of Modesto.

Verification of Coverage
Contractor shall furnish the City of Modesto with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements are to be received and approved by the City of Modesto Risk Services before work commences.

However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City of Modesto reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City reserves the right to obtain a full certified copy of any insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later.

Subcontractors
Contractors shall require and verify that all subcontractors, or other parties hired for this work, purchase and maintain coverage for indemnity and insurance requirements as least as broad as specified in this agreement to the extent they apply to the scope of the subcontractor’s work with the same certificate of insurance requirements and naming as additional insureds all parties to this contract.

Special Risks or Circumstances
City of Modesto reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Certificate Holder Address
Proper address for mailing certificates, endorsements and notices shall be:

City of Modesto
Attn: Risk Management
1010 10th Street
Modesto, CA 95354
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19 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 Sun Valley Transport, Inc. has caused this Agreement to be duly executed. #7..
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EXHIBIT B #7..
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EXHIBIT B #7..
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1 INVITATION FOR BIDS (“IFB”) NO. 2425-25
FOR

HAULING OF NON-HAZARDOUS BRINE
BID OPENING: December 17, 2024 at 11:00 A.M.

CITY OF MODESTO CONTACT: Nani Hollingsworth, Assistant Buyer E-MAIL ADDRESS: [email protected]

EXHIBIT C
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INVITATION FOR BIDS # 2425-25

HAULING OF NON-HAZARDOUS
BRINE
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.......................... 23 BID FORM E – BIDDER CUSTOMER REFERENCES .................................................................... 24 BID FORM F - FINANCIAL INTEREST DISCLOSURE.................................................................. 26 BID FORM G – SUPPORT OF LOCAL VENDORS.......................................................................... 28 BID FORM H - BIDDER COMPANY HISTORY STATEMENT..................................................... 29 BID FORM I - ADDENDA ACKNOWLEDGEMENT ...................................................................... 30 BID FORM J – BIDDER WARRANTY STATEMENTS................................................................... 31 BID FORM K – BIDDER EXPERIENCE AND CERTIFICATIONS................................................ 32 BID FORM L - SUBCONTRACTOR LIST.......................................................................................... 33 TECHNICAL SPECIFICATIONS AND REQUIREMENTS ................................................................. 34 SAMPLE ANNUAL AGREEMENT..................................................................................................... 37 #7..
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INVITATION FOR BIDS # 2425-25

HAULING OF NON-HAZARDOUS
BRINE
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 Hauling of Non-Hazardous Brine equipment, materials, supplies and/or related services (the “Services”) for the City of Modesto, Utilities Department, Water 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 Tuesday, December 17, 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. #7..
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INVITATION FOR BIDS # 2425-25

HAULING OF NON-HAZARDOUS
BRINE
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 # 2425-25
BID OPENING DATE: DECEMBER 17, 2024 AT 11:00 A.M.”
Bidder must deliver your Bid by a preferred method to the appropriate location below:

MAIL TO: CITY CLERK DELIVER/COURIER TO: CITY CLERK

CITY OF MODESTO CITY OF MODESTO
P.O. BOX 642 1010 10TH STREET,
MODESTO, CA 95353 SUITE 6600
MODESTO, CA 95354
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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INVITATION FOR BIDS # 2425-25

HAULING OF NON-HAZARDOUS
BRINE
5 CALENDAR OF EVENTS
Event Date
IFB Issued November 20, 2024
Written Questions Due via Email November 26, 2024
Addendum Issued (if required) December 3, 2024 (approximate date) Bid Due Date & Time PRIOR 11:00 A.M. on Tuesday, December 17, 2024 Contract Award Approximately June 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 conditions (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. #7..
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INVITATION FOR BIDS # 2425-25

HAULING OF NON-HAZARDOUS
BRINE
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, December 17, 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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INVITATION FOR BIDS # 2425-25

HAULING OF NON-HAZARDOUS
BRINE
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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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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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, except for claims arising from the willful or active negligence of the City. 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 thirdparty 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. #7..
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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 on 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 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
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12 Or mailed to:

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 (10) 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.
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13 All protest appeals to the City Council shall either be delivered to:

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. #7..
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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. #7..
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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. #7..
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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- #7..
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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 coming 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
ePay results in small percentage rebate of 1.0% to the City through the card issuer. That rebate amount will be considered by the City in its evaluation of Bidder’s pricing proposal hereunder. #7..
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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:

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

L. City of Modesto
Business License
Number (note –
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20 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.** Item Description
Estimated
Annual
Hauls
Unit Unit Price Extended Price
Hauling Services from the Grayson Facility at
8417 Yamamoto Way to 2020 Wake Road,
Oakland, CA. (Round Trip = 152 miles)
Any Fuel Surcharge shall be included in pricing
216 Trip
$______________ $______________
ePay 1% Discount for choosing Option A $
Total $
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.
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22 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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23 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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24 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:
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25 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 $
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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26 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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27 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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28 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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29 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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30 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 acknowledges 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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31 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, terms 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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32 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. #7..
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33 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)
Bidder Company Name:
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34 TECHNICAL SPECIFICATIONS AND REQUIREMENTS

1.0 SCOPE OF WORK:

The City of Modesto, Utilities Department, Water Division, seeks a qualified contractor to provide for the loading, transportation and unloading of non-hazardous brine waste material. The non-hazardous brine waste is collected from ion exchange drinking water treatment systems. The brine is generated during the removal of nitrates from the two (2) drinking water wells owned and operated by the City of Modesto. The non-hazardous brine waste shall be loaded from one (1) tank site located in the Modesto area then transported to East Bay Municipal Utility District (EBMUD) waste disposal plant, located at 2020 Wake Ave, Oakland, CA. This IFB is for the loading, transporting, and unloading of non-hazardous brine waste only. All disposal fees will be billed direct to the City of Modesto by EBMUD.

1.1 SITE LOCATION AND CONDITIONS:

A. Grayson Facility – 8417 Yamaoto Way, Grayson, CA

1. Two (2) Tanks – accessible via a cam-lock pumping station located near the curb.

2. Size – 8,500 gallons each.

3. Quantity – The monthly historical data shows a high of twenty (20) hauls per month and a low of four (4) hauls per month.

1.2 TECHNICAL SPECIFICATIONS:

A. The successful Contractor shall provide a valid email address, to receive daily tank levels sent via email from City staff.

B. All loads shall be scheduled by the Contractor based on the daily tank levels received via email from City staff.

1. The Contractor shall guarantee no business interruptions due to high levels in the waste tank, which would render the system inoperable until unloaded.

2. The volumes of waste produced can be unpredictable and can vary depending on the season and the volume of water needed from each well.

3. City operations staff on occasion may request additional loads be removed due to unforeseen maintenance, successful Contractor must be available within 24 hours of request.

C. The Contractor is required to haul manufactured trailer name plate no smaller than 4,500 gallons and no larger than 5,500 gallons per load to the EBMUD facility on 2020 Wake Avenue, Oakland, CA. #7..
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HAULING OF NON-HAZARDOUS
BRINE
35 D. Brine hauls shall be loaded between the hours of 7 a.m. to 8 p.m., seven (7) days per week, including holidays. City staff shall supply initial training for loading requirements at the pick-up site. After the initial training, City staff are not required to be on-site for loading.

E. All loads transported to the EBMUD station shall receive a delivery tag that contains a unique transaction number generated by EBMUD. Copies of each ticket shall be submitted with the Contractors monthly invoice so that City staff can verify all deliveries and reconcile the EBMUD billing. All invoice submittals must be accompanied by a delivery tag for payment.

1.3 EAST BAY MUNICIPAL UTILITY DISTRICT REQUIREMENTS:

The successful bidder shall provide all the necessary permits, licenses, insurance and documents required by East Bay Municipal Utility District (EBMUD), Resource Recovery Trucked Waste Program for disposal.

EBMUD requires their insurance forms be filled out and submitted by the successful bidder. All forms and required documents are located at http://www.ebmud.com/truckedwaste.

A. The EBMUD receiving stations are available 24-hours per day, seven (7) days per week and located at 2020 Wake Avenue, Oakland, CA.

B. For non-routine deliveries that require staff involvement (e.g., issuance of a new tanker decal, driver site orientation and first-load sampling for all new permits) are required to have an appointment during regular business hours with the Senior Wastewater Inspector at (510) 287-1630. All tankers shall be inspected for safety and provided with a decal of compliance. All drivers shall self-register and be listed in the EBMUD computer system.

C. All vehicles entering the EBMUD facility for waste disposal shall be equipped with:

1. Back-up alarm

2. Tanker equipped with four (4) inch male cam-lock fitting adaptor to connect to the EBMUD receiving station.

1.4 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.

1.5 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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36 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. 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. #7..
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37 SAMPLE ANNUAL AGREEMENT
This agreement, hereinafter called AGREEMENT, made and entered into in the City of Modesto, State of California, this _______ day of ________________, 20 , 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 S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 20 -______ authorizing the Award of Bid and agreement for the 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 SERVICES as described in IFB - , 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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38 1. THE WORK:
a. CONTRACTOR shall furnish all labor, materials, equipment, fuel, tools, licenses, and insurance necessary to perform and complete the required work as specified in Exhibit “B”, 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 in the Bid attached hereto as Exhibit B.

AGREEMENT PRICING
[TBD – Insert Pricing Table Here]

2. CITY REPRESENTATIVE:

CITY Representative is:

Purchasing Representative:

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 #7..
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39 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:

Click or tap here to enter text.

4. TERM OF AGREEMENT:

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

Year 1: MONTH DD, 20 through MONTH DD, 20
Year 2: MONTH DD, 20 through MONTH DD, 20
Year 3: MONTH DD, 20 through MONTH DD, 20
Year 4: MONTH DD, 20 through MONTH DD, 20
Year 5: MONTH DD, 20 through MONTH DD, 20
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 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.

Price adjustments for diesel fuel fluctuations may be considered. 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.
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40 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 vendors are 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 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:
• This AGREEMENT number
• CITY department/division name and address
• Billing period
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41 • 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, except for claims arising from the willful or active negligence of the City. 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 law’s 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 #7..
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42 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:

The work contemplated herein shall be commenced as immediately after the agreement administrator receives and has on file:
a. Proofs of insurance (approved by CITY Risk Manager); and b. Resolution No.2025-_______;
c. CONTRACTOR Bid submittal;
d. IFB No. 2425-25;
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 non-performance. Within 10 days after receipt of notification, the breaching party shall correct any nonperformance to the reasonable satisfaction of the non-breaching party, or such other time as may be identified in the notice. Failure to correct any non-performance shall allow the non-breaching party to terminate this AGREEMENT for cause.

Termination by City for Convenience: 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:
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43 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 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. #7..
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44 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:
j. The cost of settling and paying valid claims arising out of the termination of the SERVICES such as subcontractor agreements or contracts for materials; k. 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:
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45 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.

Those discrepancies and deficiencies in the SERVICES that remain 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. #7..
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46 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 week following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, addressed as follows:

CONTRACTOR: Click or tap here to enter text.

Click or tap here to enter text.

Click or tap here to enter text.

Click or tap here to enter text.

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 has full authority to, execute the AGREEMENT.

19. QUANTITIES:

No minimum or maximum is guaranteed or implied.
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47 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 (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 #7..
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48 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.

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 #7..
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49 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 “A” and “B”, 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 any state agency (city) shall certify to the contracting or granting agency that it will provide a drug free workplace.
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50 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 B, 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 related 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.
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51 33. PARTIAL INVALIDITY:

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

Environmental Services
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

6. Contractors’ Pollution Legal Liability and/or Asbestos Legal Liability with limits no less than $2,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

If the contractor maintains broader coverage and/or higher limits than the minimums shown above, the City of Stockton requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Stockton.

Umbrella or Excess Coverage
The Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor’s primary and excess liability policies are exhausted. #7..
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53 The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
The City of Modesto, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance with coverage equal to ISO form CG 2010. For completed operations, a separate endorsement equal to ISO form CG 2037 is required.

Primary Coverage
The Additional Insured coverage under the Contractor’s policy shall be “primary and non-contributory” and will not seek contribution from the City’s insurance or self-insurance and shall be at least as broad as CG 20 01 04 13. The City of Modesto does not accept endorsements limiting the Contractor’s insurance coverage to the sole negligence of the Named Insured.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City of Modesto.

Claims Made Policies (applicable to Pollution Liability only) If any of the required policies provide claims-made coverage:

1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.

Waiver of Subrogation
Contractor hereby grants to City of Modesto a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City of Modesto by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Modesto has received a waiver of subrogation endorsement from the insurer.

Self-Insured Retentions
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54 All Self-insured retentions must be disclosed to Risk Management for approval and shall not reduce the limits of liability. The City of Modesto may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Any and all deductibles and SIRs shall be the sole responsibility of Contractor or subcontractor who procured such insurance and shall not apply to the Indemnified Additional Insured Parties.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City of Modesto.

Verification of Coverage
Contractor shall furnish the City of Modesto with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements.

All certificates and endorsements are to be received and approved by the City of Modesto Risk Services before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City of Modesto reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City reserves the right to obtain a full certified copy of any insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later.

Subcontractors
Contractors shall require and verify that all subcontractors, or other parties hired for this work, purchase and maintain coverage for indemnity and insurance requirements as least as broad as specified in this agreement to the extent they apply to the scope of the subcontractor’s work with the same certificate of insurance requirements and naming as additional insureds all parties to this contract.

Special Risks or Circumstances
City of Modesto reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Certificate Holder Address
Proper address for mailing certificates, endorsements and notices shall be:

City of Modesto
Attn: Risk Management
1010 10th Street
Modesto, CA 95354
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55 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. 20 -_______, adopted by the Council of the City of Modesto on the ________ day of __________________, 20 and Click or tap here to enter text. 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: ____________________________

MATHEW BRALEY, ARM-PE,
Risk Manager
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ITEM/DESCRIPTION QTY UNIT UN PRC EXTENSION UN PRC EXTENSION UN PRC EXTENSION UN PRC EXTENSION UN PRC EXTENSION UN PRC EXTENSION Hauling Services from the Grayson Facility at 8417 Yamaoto Way to 2020 Wake Road, Oakland, CA (Round Trip = 152 miles.) Any Fuel Surcharge shall be included in pricing. 216 Trip $745.00 $160,920.00 $1,400.00 $302,400.00 $900.00 $194,400.00 $744.94 $160,907.04 $1,119.00 $241,704.00 $920.00 $198,720.00 $160,920.00 $302,400.00 $194,400.00 $160,907.04 $241,704.00 $198,720.00 ePay 1% Discount for choosing Option A $3,024.00 $1,944.00 $2,417.04 $160,920.00 $299,376.00 $192,456.00 $160,907.04 $239,286.96 $198,720.00 Primary Vendor: B & B Harvesting date CAL VALLEY TRUCKING Secondary Vendor: SUN VALLEY TRANSPORT

CITY, STATE MODESTO, CA

ANCON SERVICES

B & B HARVESTING
dba CAL

VALLEY TRUCKING

SUN VALLEY TRANSPORT
INC

NORTH HIGHLANDS, CA

ASP ENVIRONMENTAL

SACRAMENTO, CA

BLUE JAY TRUCKING INC

SACRAMENTO, CA

GRAYMAR

ENVIRONMENTAL SERVICE
LLC

LINCOLN, CA
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

May 5, 2025
Date: April 8, 2025
TO: Economic Development Committee
Eric Alvarez, Chair
Sue Zwahlen, Vice Chair
Nick Bavaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Third Amendment to Agreement for Purchase of Sodium Hypochlorite – Liquid Chlorine
CONTACT: Jeremy Parnell, Acting Water Division Manager, [email protected], 209- 342-4599
DESCRIPTION:

Consider the Third Amendment with Univar Solutions USA, Kent, WA for the purchase and delivery of Sodium Hypochlorite – Liquid Chlorine increasing the Agreement amount by $330,594 and a revised total amount not to exceed $991,604 over five years and forwarding to Council for approval. (Funding Source: Water Fund)
STRATEGIC PLAN ELEMENT:

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

BACKGROUND:

The City operates and maintains ninety-one (91) potable water wells and twelve tanks. State regulations require the City to disinfect the drinking water to kill or inactivate most microorganisms. Sodium Hypochlorite is used to disinfect the wells and tanks throughout the City’s water system to meet all compliance requirements set forth by the California State Water Resources Control Board, which requires well water to be chlorinated.

On September 5, 2017, by Resolution No. 2017-343, Council authorized the approval of the purchase of Sodium-Hypochlorite – Liquid Chlorine to Olin Corp-Chlor Alkali, Tracy, CA, for the Utilities Department, Water Division, for five years at a total cost of $225,000.

On January 11, 2022, the Purchasing Division issued Request for Bids (RFB), RFB 2122-05 Sodium Hypochlorite – Liquid Chlorine, on Planet Bids via the City’s website under two #8..
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Economic Development Committee, May 5, 2025
Third Amendment to Agreement for Purchase of Sodium Hypochlorite – Liquid Chlorine