Modesto City Council
June 24, 2025

applications serve as a fact finding and document updating procedure that requests the following pieces of information from each applicant:
 A signed conditions of approval agreement which confirms the permit holder’s understanding of municipal code requirements including that permits are not transferrable to another individual or location without City approval, posting requirements for all health and safety signage, and complying with periodic inspections. The conditions also establish allowable hours of operation from 9:00am to 10:00pm for cannabis retail businesses while also requiring all properties to be kept free of weeds, trash, and other debris.
 Proof of community benefit fulfillment through non-profit donation support, volunteer programs, or community health education programs regarding cannabis use. For the 2025 renewal cycle, City staff requested retail businesses to provide the monetary or inkind value of their community benefits.  State license information to confirm the business is in compliance with State requirements.
 Proof of a current lease or property ownership to verify that the location is secured throughout the permit period.
 Current employee roster which is used to check for potential discrepancies in approved City background check applications required before any individual can be employed in the cannabis industry.
 Proof of current insurance coverage.
 Business organization documents to confirm the current ownership structure of each business.
 Proof of a zero-balance due in City cannabis taxes and fees.

DISCUSSION:

On February 20, 2025, Cannabis Program administrative staff issued requests for permit renewal applications from the following eight (8) permitted cannabis retail dispensaries in the City:
 CR & D (Modesto Cannabis Collective) 439 Maze Blvd. 1  CV Wellness (Authentic 209) 426 McHenry Ave.
 Jonesa LLC (Cookies) 1944 W. Orangeburg Ave.
 McHenry Comic Management (McHenry Comic) 2308 McHenry Ave.  McHenry Business Services (McHenry Business) 500 E. Glenn Ave.  DC Modesto (Levels) 121 Phoenix Ave.
 Phenos Collective (Phenos) 1234 McHenry Ave.
 Paradise West (Club W) 408 Paradise Rd.

Following the issuance of a permit, and once the business becomes operational, each permittee is required to pass annual financial audits and compliance inspections. The audits review business records including point of sale reports, invoices, and Metrc system2 data to verify that all cannabis excise tax payments to the City are accurately calculated based on the actual gross receipts of the company. Compliance inspections confirm whether a cannabis business is 1 Relocation requests are currently in process, requiring separate Council approval, for CR&D to move to 1313 McHenry Avenue and for McHenry Business Services to move to 1300 N. Carpenter Road Suites E and F. 2 Metrc provides track and trace software services for the California Department of Cannabis Control which monitors the movement of cannabis through the supply chain from cultivation through sale to a consumer: https://cannabis.ca.gov/wpcontent/uploads/sites/2/2022/04/Track-and-Trace_System_5-Steps.pdf #9..
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City Council, June 10, 2025
Commercial Cannabis Retail Permit Renewals

following the requirements pursuant to the Modesto Municipal Code for commercial cannabis land uses3 as well as Department of Cannabis Control (DCC) regulations4. The City conducted inspections and audits for the permitted dispensaries in July of 2024, and each business was found to be operating in compliance with State and Local regulations. The businesses were also found to be current on all taxes and fees with an exception noted for Paradise West Inc. which was formally known as Medallion Wellness. While they have now become current on taxes, the City and the business continue to negotiate outstanding penalties and interest.

City Staff completed a review of all documents submitted with the renewal applications returned by each business for completeness and all requested documents were included. Conditions of approval agreements were signed, state licenses were provided, valid lease agreements were submitted, employer rosters noted no background check discrepancies, each business carries current insurance coverage, and the business organization documents confirmed no changes in documented ownership. The impact of each dispensary’s community benefit program is noted below as well:

Permitted
Business
Community
Benefit
Value
Club W Black history month she deserves a crown donation and Love Modesto volunteer support.
$980
Phenos Modesto Swat Association donation and Love Modesto volunteer support.
$1,040
Modesto Cannabis
Collective
None, due to pending relocation. N/A
Cookies Sierra Vista Brunch, Pals Golf Tournament, Special Olympics Golf Tournament, Assyrian Church of the East
Youth Dinner Fundraiser, CCSYA Youth Basketball
Sponsorship, CCSYA Youth Soccer Sponsorship, and
food Drives for Second Harvest of Greater Valley Food
Bank Nov - Dec 2024.
$10,450 and 28
lbs of donated
food
Levels Hired at least half of their employees from the Modesto area, instituted a good neighbor policy, and provided
daily litter removal services.
$7,200
Authentic 209 61% of Authentic 209's employees are Modesto residents. All Authentic 209 employees are granted 16
hours of paid leave to participate in volunteer events on a yearly basis. Authentic 209 has established and
maintained a Good Neighbor Policy wherein it publicly
posts an email address and phone number for
comments or concerns to be directed to. Volunteers from Authentic 209 participated in the 2023 Modesto Dia De
Los Muertos Festival at Tenth Street Plaza providing
hands on support for event organizers, as well as
passing out free Authentic branded merch and prizes to
$6,587
3Modesto Municipal Code cannabis land use
requirements:https://library.municode.com/ca/modesto/codes/code_of_ordinances?nodeId=TIT10ZORE_CH3LAUSRE_ART7COCA US
4 DCC code of regulations:
https://govt.westlaw.com/calregs/Browse/Home/California/CaliforniaCodeofRegulations?guid=ICB5239D0543B11ECAE2D000D3A7 C4BC3&originationContext=documenttoc&transitionType=Default&contextData=(sc.Default) #9..
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City Council, June 10, 2025
Commercial Cannabis Retail Permit Renewals

the community. Authentic 209 hosted a canned food
drive and donated all products to the food initiative of greater Stanislaus.

McHenry Comic Participates in an annual weed for warrior programing providing free cannabis to veterans in accordance with
California senate bill thirty-four (34)5, a dedication to nuisance prevention and professionalism, a commitment
to hiring at least 50% of their workforce from nearby
neighborhoods, litter cleanup, and community outreach
programs.
$250,000
McHenry
Business
Participates in an annual weed for warrior programing
providing free cannabis to veterans in accordance with
California senate bill thirty-four (34), a dedication to nuisance prevention and professionalism, litter cleanup, and community outreach programs.
$250,000

FISCAL IMPACT:

On November 14, 2023, by Resolution No. 2023-504, Council approved two separate annual commercial cannabis permit fees which cover costs related to the administration and monitoring of the cannabis permit program. Operational businesses remit a fee of $18,732 while nonoperational businesses are required to pay a lower fee of $4,307. The annual permit fee is reviewed and reconciled annually to capture increases or decreases related to administrative oversight of the cannabis permit program. Cannabis retailers currently pay an 8% cannabis excise tax on their reportable gross receipts.

COMMITTEE RECOMMENDATION:

This commercial cannabis permit renewal applications were presented to the Cannabis Program and Permit Review Committee on April 28, 2025, and the renewals were recommended to forward to Council for approval
RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving the renewal of CR & D Inc’s commercial cannabis retail permit for a twoyear period ending June 30, 2027.

Resolution approving the renewal of CV Wellness LLC’s commercial cannabis retail permit for a two-year period ending June 30, 2027.

Resolution approving the renewal of Jonesa LLC’s commercial cannabis retail permit for a twoyear period ending June 30, 2027.

Resolution approving the renewal of McHenry Business Services LLC’s commercial cannabis microbusiness permit for a two-year period ending June 30, 2027.

Resolution approving the renewal of DC Modesto LLC’s commercial cannabis retail permit for a two-year period ending June 30, 2027.

Resolution approving the renewal of McHenry Comic Management LLC’s commercial cannabis retail permit for a two-year period ending June 30, 2027.

Resolution approving the renewal of Phenos Collective Inc’s commercial cannabis retail permit for a two-year period ending June 30, 2027.
5 Codified in section 26071 of the California Business and Professions Code (BPD):
https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?sectionNum=26071.&lawCode=BPC #9..
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City Council, June 10, 2025
Commercial Cannabis Retail Permit Renewals

Resolution approving the renewal of Paradise West Inc’s commercial cannabis retail permit for a two-year period ending June 30, 2027.

Approved by:

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

Resolution approving the renewal of CR & D Inc’s commercial cannabis retail permit for a twoyear period ending June 30, 2027.

Resolution approving the renewal of CV Wellness LLC’s commercial cannabis retail permit for a two-year period ending June 30, 2027.

Resolution approving the renewal of Jonesa LLC’s commercial cannabis retail permit for a twoyear period ending June 30, 2027.

Resolution approving the renewal of McHenry Business Services LLC’s commercial cannabis microbusiness permit for a two-year period ending June 30, 2027.

Resolution approving the renewal of DC Modesto LLC’s commercial cannabis retail permit for a two-year period ending June 30, 2027.

Resolution approving the renewal of McHenry Comic Management LLC’s commercial cannabis retail permit for a two-year period ending June 30, 2027.

Resolution approving the renewal of Phenos Collective Inc’s commercial cannabis retail permit for a two-year period ending June 30, 2027.

Resolution approving the renewal of Paradise West Inc’s commercial cannabis retail permit for a two-year period ending June 30, 2027.
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MODESTO CITY COUNCIL
RESOLUTION NO. 2025-
RESOLUTION APPROVING THE RENEWAL OF CR & D INC’S

COMMERCIAL CANNABIS RETAIL PERMIT FOR A TWO-YEAR PERIOD ENDING JUNE 30, 2027
WHEREAS, the City Council has adopted a Commercial Cannabis Ordinance, Ordinance 3684-C.S., that established the City’s regulatory framework for commercial cannabis uses; and
WHEREAS, under Section 10-3.704(b) of the Ordinance, the City Council via Resolution 2017-525 established the total number of commercial cannabis permits issued by the City for cannabis dispensaries at a maximum of ten (10) permits; and WHEREAS, under Section 10-3.704(g) and City Council Resolution 2017-525, the City Manager designed the application forms and procedures for commercial cannabis dispensary renewal permits, with input from the City Council Ad Hoc Cannabis Committee; and
WHEREAS, City Council via Resolution 2018-566 issued eight (8) commercial cannabis permits for businesses that are currently operating at the following approved locations:
 CR & D, Inc. 439 Maze Blvd. (relocation pending)
 Authentic 209 426 McHenry Ave.
 Cookies 1944 W. Orangeburg Ave.
 Herbology McHenry 2308 McHenry Ave.
 Herbology South 500 E. Glenn Ave. (relocation pending)  Doctor's Choice 121 Phoenix Ave.
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 Phenos Cooperative 1234 McHenry Ave.
 Paradise West 408 Paradise Rd.; and
WHEREAS, Modesto Municipal Code 10-3.704(f)(5) states that cannabis permits are valid for two years from the date of City Council approval, and that therefore the above-listed permits were set to expire on December 19, 2020, unless renewed; and WHEREAS, City Council by Resolution 2020-485 through 2020-489 approved the permit renewals for the above listed dispensaries for an additional permit period ending December 19, 2022; and
WHEREAS, on November 1, 2022, by Resolution No. 2022-442 Council approved an extension of the commercial cannabis retail permit period to June 30, 2023, to better align the permit period with the annual inspections, financial audits, as well as the City’s fiscal year which runs from July 1st through June 30th; and WHEREAS, on June 27, 2023, by Resolution No. 2023-297 Council approved the renewal of the eight (8) commercial cannabis retail permits for a period ending on June 30, 2025; and
WHEREAS, City Staff prepared and issued renewal application packages to the cannabis retail businesses on February 20, 2025 requesting updated signed conditions of approval and community benefit contribution agreements, proof of a valid State license, updated lease agreement or proof of property ownership, business organization documents, community benefit values, employee lists, general liability policy, proof of a zero (0) balance due to the City for cannabis permit fees, excise, and sales tax, and an ownership confirmation form; and
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WHEREAS, all renewal packages were reviewed by City Staff for completeness and it was determined that all dispensaries were in compliance with permit renewal submittal requirements; and
WHEREAS, the renewal of the commercial cannabis retail permits was presented to the Cannabis Program and Permit Review Committee on April 28, 2025 where a motion was made to forward the renewals to Council for approval.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it herby approves the renewal of CR & D Inc’s commercial cannabis retail permit for a two-year period ending June 30, 2027.
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05/13/2025/CED/SRando/Item-XX 4 2025-XX
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 10th day of June, 2025 by Councilmember , who moved its adoption, which motion being duly seconded by Councilmember , was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

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

BY: __________________________________________
JOSE M. SANCHEZ, City Attorney
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05/13/2025/CED/SRando/Item-XX 1 2025-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2025-
RESOLUTION APPROVING THE RENEWAL OF CV WELLNESS LLC’S

COMMERCIAL CANNABIS RETAIL PERMIT FOR A TWO-YEAR PERIOD ENDING JUNE 30, 2027
WHEREAS, the City Council has adopted a Commercial Cannabis Ordinance, Ordinance 3684-C.S., that established the City’s regulatory framework for commercial cannabis uses; and
WHEREAS, under Section 10-3.704(b) of the Ordinance, the City Council via Resolution 2017-525 established the total number of commercial cannabis permits issued by the City for cannabis dispensaries at a maximum of ten (10) permits; and WHEREAS, under Section 10-3.704(g) and City Council Resolution 2017-525, the City Manager designed the application forms and procedures for commercial cannabis dispensary renewal permits, with input from the City Council Ad Hoc Cannabis Committee; and
WHEREAS, City Council via Resolution 2018-566 issued eight (8) commercial cannabis permits for businesses that are currently operating at the following approved locations:
 CR & D, Inc. 439 Maze Blvd. (relocation pending)
 Authentic 209 426 McHenry Ave.
 Cookies 1944 W. Orangeburg Ave.
 Herbology McHenry 2308 McHenry Ave.
 Herbology South 500 E. Glenn Ave. (relocation pending)  Doctor's Choice 121 Phoenix Ave.
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05/13/2025/CED/SRando/Item-XX 2 2025-XX
 Phenos Cooperative 1234 McHenry Ave.
 Paradise West 408 Paradise Rd.; and
WHEREAS, Modesto Municipal Code 10-3.704(f)(5) states that cannabis permits are valid for two years from the date of City Council approval, and that therefore the above-listed permits were set to expire on December 19, 2020, unless renewed; and WHEREAS, City Council by Resolution 2020-485 through 2020-489 approved the permit renewals for the above listed dispensaries for an additional permit period ending December 19, 2022; and
WHEREAS, on November 1, 2022, by Resolution No. 2022-442 Council approved an extension of the commercial cannabis retail permit period to June 30, 2023, to better align the permit period with the annual inspections, financial audits, as well as the City’s fiscal year which runs from July 1st through June 30th; and WHEREAS, on June 27, 2023, by Resolution No. 2023-297 Council approved the renewal of the eight (8) commercial cannabis retail permits for a period ending on June 30, 2025; and
WHEREAS, City Staff prepared and issued renewal application packages to the cannabis retail businesses on February 20, 2025 requesting updated signed conditions of approval and community benefit contribution agreements, proof of a valid State license, updated lease agreement or proof of property ownership, business organization documents, community benefit values, employee lists, general liability policy, proof of a zero (0) balance due to the City for cannabis permit fees, excise, and sales tax, and an ownership confirmation form; and
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WHEREAS, all renewal packages were reviewed by City Staff for completeness and it was determined that all dispensaries were in compliance with permit renewal submittal requirements; and
WHEREAS, the renewal of the commercial cannabis retail permits was presented to the Cannabis Program and Permit Review Committee on April 28, 2025 where a motion was made to forward the renewals to Council for approval.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it herby approves the renewal of CV Wellness LLC’s commercial cannabis retail permit for a two-year period ending June 30, 2027.
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05/13/2025/CED/SRando/Item-XX 4 2025-XX
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 10th day of June, 2025 by Councilmember , who moved its adoption, which motion being duly seconded by Councilmember , was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

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

BY: __________________________________________
JOSE M. SANCHEZ, City Attorney
#9..
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05/13/2025/CED/SRando/Item-XX 1 2025-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2025-
RESOLUTION APPROVING THE RENEWAL OF JONESA LLC’S

COMMERCIAL CANNABIS RETAIL PERMIT FOR A TWO-YEAR PERIOD ENDING JUNE 30, 2027
WHEREAS, the City Council has adopted a Commercial Cannabis Ordinance, Ordinance 3684-C.S., that established the City’s regulatory framework for commercial cannabis uses; and
WHEREAS, under Section 10-3.704(b) of the Ordinance, the City Council via Resolution 2017-525 established the total number of commercial cannabis permits issued by the City for cannabis dispensaries at a maximum of ten (10) permits; and WHEREAS, under Section 10-3.704(g) and City Council Resolution 2017-525, the City Manager designed the application forms and procedures for commercial cannabis dispensary renewal permits, with input from the City Council Ad Hoc Cannabis Committee; and
WHEREAS, City Council via Resolution 2018-566 issued eight (8) commercial cannabis permits for businesses that are currently operating at the following approved locations:
 CR & D, Inc. 439 Maze Blvd. (relocation pending)
 Authentic 209 426 McHenry Ave.
 Cookies 1944 W. Orangeburg Ave.
 Herbology McHenry 2308 McHenry Ave.
 Herbology South 500 E. Glenn Ave. (relocation pending)  Doctor's Choice 121 Phoenix Ave.
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05/13/2025/CED/SRando/Item-XX 2 2025-XX
 Phenos Cooperative 1234 McHenry Ave.
 Paradise West 408 Paradise Rd.; and
WHEREAS, Modesto Municipal Code 10-3.704(f)(5) states that cannabis permits are valid for two years from the date of City Council approval, and that therefore the above-listed permits were set to expire on December 19, 2020, unless renewed; and WHEREAS, City Council by Resolution 2020-485 through 2020-489 approved the permit renewals for the above listed dispensaries for an additional permit period ending December 19, 2022; and
WHEREAS, on November 1, 2022, by Resolution No. 2022-442 Council approved an extension of the commercial cannabis retail permit period to June 30, 2023, to better align the permit period with the annual inspections, financial audits, as well as the City’s fiscal year which runs from July 1st through June 30th; and WHEREAS, on June 27, 2023, by Resolution No. 2023-297 Council approved the renewal of the eight (8) commercial cannabis retail permits for a period ending on June 30, 2025; and
WHEREAS, City Staff prepared and issued renewal application packages to the cannabis retail businesses on February 20, 2025 requesting updated signed conditions of approval and community benefit contribution agreements, proof of a valid State license, updated lease agreement or proof of property ownership, business organization documents, community benefit values, employee lists, general liability policy, proof of a zero (0) balance due to the City for cannabis permit fees, excise, and sales tax, and an ownership confirmation form; and
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05/13/2025/CED/SRando/Item-XX 3 2025-XX
WHEREAS, all renewal packages were reviewed by City Staff for completeness and it was determined that all dispensaries were in compliance with permit renewal submittal requirements; and
WHEREAS, the renewal of the commercial cannabis retail permits was presented to the Cannabis Program and Permit Review Committee on April 28, 2025 where a motion was made to forward the renewals to Council for approval.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it herby approves the renewal of Jonesa LLC’s commercial cannabis retail permit for a two-year period ending June 30, 2027.
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05/13/2025/CED/SRando/Item-XX 4 2025-XX
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 10th day of June, 2025 by Councilmember , who moved its adoption, which motion being duly seconded by Councilmember , was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

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

BY: __________________________________________
JOSE M. SANCHEZ, City Attorney
#9..
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05/13/2025/CED/SRando/Item-XX 1 2025-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2025-

RESOLUTION APPROVING THE RENEWAL OF MCHENRY BUSINESS
SERVICES LLC’S COMMERCIAL CANNABIS MICROBUSINESS PERMIT FOR A TWO-YEAR PERIOD ENDING JUNE 30, 2027
WHEREAS, the City Council has adopted a Commercial Cannabis Ordinance, Ordinance 3684-C.S., that established the City’s regulatory framework for commercial cannabis uses; and
WHEREAS, under Section 10-3.704(b) of the Ordinance, the City Council via Resolution 2017-525 established the total number of commercial cannabis permits issued by the City for cannabis dispensaries at a maximum of ten (10) permits; and WHEREAS, under Section 10-3.704(g) and City Council Resolution 2017-525, the City Manager designed the application forms and procedures for commercial cannabis dispensary renewal permits, with input from the City Council Ad Hoc Cannabis Committee; and
WHEREAS, City Council via Resolution 2018-566 issued eight (8) commercial cannabis permits for businesses that are currently operating at the following approved locations:
 CR & D, Inc. 439 Maze Blvd. (relocation pending)
 Authentic 209 426 McHenry Ave.
 Cookies 1944 W. Orangeburg Ave.
 Herbology McHenry 2308 McHenry Ave.
 Herbology South 500 E. Glenn Ave. (relocation pending)  Doctor's Choice 121 Phoenix Ave.
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05/13/2025/CED/SRando/Item-XX 2 2025-XX
 Phenos Cooperative 1234 McHenry Ave.
 Paradise West 408 Paradise Rd.; and
WHEREAS, Modesto Municipal Code 10-3.704(f)(5) states that cannabis permits are valid for two years from the date of City Council approval, and that therefore the above-listed permits were set to expire on December 19, 2020, unless renewed; and WHEREAS, City Council by Resolution 2020-485 through 2020-489 approved the permit renewals for the above listed dispensaries for an additional permit period ending December 19, 2022; and
WHEREAS, on November 1, 2022, by Resolution No. 2022-442 Council approved an extension of the commercial cannabis retail permit period to June 30, 2023, to better align the permit period with the annual inspections, financial audits, as well as the City’s fiscal year which runs from July 1st through June 30th; and WHEREAS, on June 27, 2023, by Resolution No. 2023-297 Council approved the renewal of the eight (8) commercial cannabis retail permits for a period ending on June 30, 2025; and
WHEREAS, City Staff prepared and issued renewal application packages to the cannabis retail businesses on February 20, 2025 requesting updated signed conditions of approval and community benefit contribution agreements, proof of a valid State license, updated lease agreement or proof of property ownership, business organization documents, community benefit values, employee lists, general liability policy, proof of a zero (0) balance due to the City for cannabis permit fees, excise, and sales tax, and an ownership confirmation form; and
#9..
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05/13/2025/CED/SRando/Item-XX 3 2025-XX
WHEREAS, all renewal packages were reviewed by City Staff for completeness and it was determined that all dispensaries were in compliance with permit renewal submittal requirements; and
WHEREAS, the renewal of the commercial cannabis retail permits was presented to the Cannabis Program and Permit Review Committee on April 28, 2025 where a motion was made to forward the renewals to Council for approval.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it herby approves the renewal McHenry Business Services LLC’s commercial cannabis microbusiness permit for a two-year period ending June 30, 2027. #9..
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05/13/2025/CED/SRando/Item-XX 4 2025-XX
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 10th day of June, 2025 by Councilmember , who moved its adoption, which motion being duly seconded by Councilmember , was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

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

BY: __________________________________________
JOSE M. SANCHEZ, City Attorney
#9..
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05/13/2025/CED/SRando/Item-XX 1 2025-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2025-
RESOLUTION APPROVING THE RENEWAL OF DC MODESTO LLC’S

COMMERCIAL CANNABIS RETAIL PERMIT FOR A TWO-YEAR PERIOD ENDING JUNE 30, 2027
WHEREAS, the City Council has adopted a Commercial Cannabis Ordinance, Ordinance 3684-C.S., that established the City’s regulatory framework for commercial cannabis uses; and
WHEREAS, under Section 10-3.704(b) of the Ordinance, the City Council via Resolution 2017-525 established the total number of commercial cannabis permits issued by the City for cannabis dispensaries at a maximum of ten (10) permits; and WHEREAS, under Section 10-3.704(g) and City Council Resolution 2017-525, the City Manager designed the application forms and procedures for commercial cannabis dispensary renewal permits, with input from the City Council Ad Hoc Cannabis Committee; and
WHEREAS, City Council via Resolution 2018-566 issued eight (8) commercial cannabis permits for businesses that are currently operating at the following approved locations:
 CR & D, Inc. 439 Maze Blvd. (relocation pending)
 Authentic 209 426 McHenry Ave.
 Cookies 1944 W. Orangeburg Ave.
 Herbology McHenry 2308 McHenry Ave.
 Herbology South 500 E. Glenn Ave. (relocation pending)  Doctor's Choice 121 Phoenix Ave.
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05/13/2025/CED/SRando/Item-XX 2 2025-XX
 Phenos Cooperative 1234 McHenry Ave.
 Paradise West 408 Paradise Rd.; and
WHEREAS, Modesto Municipal Code 10-3.704(f)(5) states that cannabis permits are valid for two years from the date of City Council approval, and that therefore the above-listed permits were set to expire on December 19, 2020, unless renewed; and WHEREAS, City Council by Resolution 2020-485 through 2020-489 approved the permit renewals for the above listed dispensaries for an additional permit period ending December 19, 2022; and
WHEREAS, on November 1, 2022, by Resolution No. 2022-442 Council approved an extension of the commercial cannabis retail permit period to June 30, 2023, to better align the permit period with the annual inspections, financial audits, as well as the City’s fiscal year which runs from July 1st through June 30th; and WHEREAS, on June 27, 2023, by Resolution No. 2023-297 Council approved the renewal of the eight (8) commercial cannabis retail permits for a period ending on June 30, 2025; and
WHEREAS, City Staff prepared and issued renewal application packages to the cannabis retail businesses on February 20, 2025 requesting updated signed conditions of approval and community benefit contribution agreements, proof of a valid State license, updated lease agreement or proof of property ownership, business organization documents, community benefit values, employee lists, general liability policy, proof of a zero (0) balance due to the City for cannabis permit fees, excise, and sales tax, and an ownership confirmation form; and
#9..
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05/13/2025/CED/SRando/Item-XX 3 2025-XX
WHEREAS, all renewal packages were reviewed by City Staff for completeness and it was determined that all dispensaries were in compliance with permit renewal submittal requirements; and
WHEREAS, the renewal of the commercial cannabis retail permits was presented to the Cannabis Program and Permit Review Committee on April 28, 2025 where a motion was made to forward the renewals to Council for approval.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it herby approves the renewal of DC Modesto LLC’s commercial cannabis retail permit for a two-year period ending June 30, 2027.
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05/13/2025/CED/SRando/Item-XX 4 2025-XX
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 10th day of June, 2025 by Councilmember , who moved its adoption, which motion being duly seconded by Councilmember , was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

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

BY: __________________________________________
JOSE M. SANCHEZ, City Attorney
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05/13/2025/CED/SRando/Item-XX 1 2025-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2025-

RESOLUTION APPROVING THE RENEWAL OF MCHENRY COMIC
MANAGEMENT LLC’S COMMERCIAL CANNABIS RETAIL PERMIT FOR A TWO-YEAR PERIOD ENDING JUNE 30, 2027
WHEREAS, the City Council has adopted a Commercial Cannabis Ordinance, Ordinance 3684-C.S., that established the City’s regulatory framework for commercial cannabis uses; and
WHEREAS, under Section 10-3.704(b) of the Ordinance, the City Council via Resolution 2017-525 established the total number of commercial cannabis permits issued by the City for cannabis dispensaries at a maximum of ten (10) permits; and WHEREAS, under Section 10-3.704(g) and City Council Resolution 2017-525, the City Manager designed the application forms and procedures for commercial cannabis dispensary renewal permits, with input from the City Council Ad Hoc Cannabis Committee; and
WHEREAS, City Council via Resolution 2018-566 issued eight (8) commercial cannabis permits for businesses that are currently operating at the following approved locations:
 CR & D, Inc. 439 Maze Blvd. (relocation pending)
 Authentic 209 426 McHenry Ave.
 Cookies 1944 W. Orangeburg Ave.
 Herbology McHenry 2308 McHenry Ave.
 Herbology South 500 E. Glenn Ave. (relocation pending)  Doctor's Choice 121 Phoenix Ave.
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 Phenos Cooperative 1234 McHenry Ave.
 Paradise West 408 Paradise Rd.; and
WHEREAS, Modesto Municipal Code 10-3.704(f)(5) states that cannabis permits are valid for two years from the date of City Council approval, and that therefore the above-listed permits were set to expire on December 19, 2020, unless renewed; and WHEREAS, City Council by Resolution 2020-485 through 2020-489 approved the permit renewals for the above listed dispensaries for an additional permit period ending December 19, 2022; and
WHEREAS, on November 1, 2022, by Resolution No. 2022-442 Council approved an extension of the commercial cannabis retail permit period to June 30, 2023, to better align the permit period with the annual inspections, financial audits, as well as the City’s fiscal year which runs from July 1st through June 30th; and WHEREAS, on June 27, 2023, by Resolution No. 2023-297 Council approved the renewal of the eight (8) commercial cannabis retail permits for a period ending on June 30, 2025; and
WHEREAS, City Staff prepared and issued renewal application packages to the cannabis retail businesses on February 20, 2025 requesting updated signed conditions of approval and community benefit contribution agreements, proof of a valid State license, updated lease agreement or proof of property ownership, business organization documents, community benefit values, employee lists, general liability policy, proof of a zero (0) balance due to the City for cannabis permit fees, excise, and sales tax, and an ownership confirmation form; and
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WHEREAS, all renewal packages were reviewed by City Staff for completeness and it was determined that all dispensaries were in compliance with permit renewal submittal requirements; and
WHEREAS, the renewal of the commercial cannabis retail permits was presented to the Cannabis Program and Permit Review Committee on April 28, 2025 where a motion was made to forward the renewals to Council for approval.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it herby approves the renewal of McHenry Comic Management LLC’s commercial cannabis retail permit for a two-year period ending June 30, 2027. #9..
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The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 10th day of June, 2025 by Councilmember , who moved its adoption, which motion being duly seconded by Councilmember , was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

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

BY: __________________________________________
JOSE M. SANCHEZ, City Attorney
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05/13/2025/CED/SRando/Item-XX 1 2025-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2025-

RESOLUTION APPROVING THE RENEWAL OF PHENOS COLLECTIVE
INC’S COMMERCIAL CANNABIS RETAIL PERMIT FOR A TWO-YEAR
PERIOD ENDING JUNE 30, 2027
WHEREAS, the City Council has adopted a Commercial Cannabis Ordinance, Ordinance 3684-C.S., that established the City’s regulatory framework for commercial cannabis uses; and
WHEREAS, under Section 10-3.704(b) of the Ordinance, the City Council via Resolution 2017-525 established the total number of commercial cannabis permits issued by the City for cannabis dispensaries at a maximum of ten (10) permits; and WHEREAS, under Section 10-3.704(g) and City Council Resolution 2017-525, the City Manager designed the application forms and procedures for commercial cannabis dispensary renewal permits, with input from the City Council Ad Hoc Cannabis Committee; and
WHEREAS, City Council via Resolution 2018-566 issued eight (8) commercial cannabis permits for businesses that are currently operating at the following approved locations:
 CR & D, Inc. 439 Maze Blvd. (relocation pending)
 Authentic 209 426 McHenry Ave.
 Cookies 1944 W. Orangeburg Ave.
 Herbology McHenry 2308 McHenry Ave.
 Herbology South 500 E. Glenn Ave. (relocation pending)  Doctor's Choice 121 Phoenix Ave.
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 Phenos Cooperative 1234 McHenry Ave.
 Paradise West 408 Paradise Rd.; and
WHEREAS, Modesto Municipal Code 10-3.704(f)(5) states that cannabis permits are valid for two years from the date of City Council approval, and that therefore the above-listed permits were set to expire on December 19, 2020, unless renewed; and WHEREAS, City Council by Resolution 2020-485 through 2020-489 approved the permit renewals for the above listed dispensaries for an additional permit period ending December 19, 2022; and
WHEREAS, on November 1, 2022, by Resolution No. 2022-442 Council approved an extension of the commercial cannabis retail permit period to June 30, 2023, to better align the permit period with the annual inspections, financial audits, as well as the City’s fiscal year which runs from July 1st through June 30th; and WHEREAS, on June 27, 2023, by Resolution No. 2023-297 Council approved the renewal of the eight (8) commercial cannabis retail permits for a period ending on June 30, 2025; and
WHEREAS, City Staff prepared and issued renewal application packages to the cannabis retail businesses on February 20, 2025 requesting updated signed conditions of approval and community benefit contribution agreements, proof of a valid State license, updated lease agreement or proof of property ownership, business organization documents, community benefit values, employee lists, general liability policy, proof of a zero (0) balance due to the City for cannabis permit fees, excise, and sales tax, and an ownership confirmation form; and
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WHEREAS, all renewal packages were reviewed by City Staff for completeness and it was determined that all dispensaries were in compliance with permit renewal submittal requirements; and
WHEREAS, the renewal of the commercial cannabis retail permits was presented to the Cannabis Program and Permit Review Committee on April 28, 2025 where a motion was made to forward the renewals to Council for approval.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it herby approves the renewal of Phenos Collective Inc’s commercial cannabis retail permit for a two-year period ending June 30, 2027.
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05/13/2025/CED/SRando/Item-XX 4 2025-XX
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 10th day of June, 2025 by Councilmember , who moved its adoption, which motion being duly seconded by Councilmember , was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

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

BY: __________________________________________
JOSE M. SANCHEZ, City Attorney
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05/13/2025/CED/SRando/Item-XX 1 2025-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2025-
RESOLUTION APPROVING THE RENEWAL OF PARADISE WEST INC’S

COMMERCIAL CANNABIS RETAIL PERMIT FOR A TWO-YEAR PERIOD ENDING JUNE 30, 2027
WHEREAS, the City Council has adopted a Commercial Cannabis Ordinance, Ordinance 3684-C.S., that established the City’s regulatory framework for commercial cannabis uses; and
WHEREAS, under Section 10-3.704(b) of the Ordinance, the City Council via Resolution 2017-525 established the total number of commercial cannabis permits issued by the City for cannabis dispensaries at a maximum of ten (10) permits; and WHEREAS, under Section 10-3.704(g) and City Council Resolution 2017-525, the City Manager designed the application forms and procedures for commercial cannabis dispensary renewal permits, with input from the City Council Ad Hoc Cannabis Committee; and
WHEREAS, City Council via Resolution 2018-566 issued eight (8) commercial cannabis permits for businesses that are currently operating at the following approved locations:
 CR & D, Inc. 439 Maze Blvd. (relocation pending)
 Authentic 209 426 McHenry Ave.
 Cookies 1944 W. Orangeburg Ave.
 Herbology McHenry 2308 McHenry Ave.
 Herbology South 500 E. Glenn Ave. (relocation pending)  Doctor's Choice 121 Phoenix Ave.
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05/13/2025/CED/SRando/Item-XX 2 2025-XX
 Phenos Cooperative 1234 McHenry Ave.
 Paradise West 408 Paradise Rd.; and
WHEREAS, Modesto Municipal Code 10-3.704(f)(5) states that cannabis permits are valid for two years from the date of City Council approval, and that therefore the above-listed permits were set to expire on December 19, 2020, unless renewed; and WHEREAS, City Council by Resolution 2020-485 through 2020-489 approved the permit renewals for the above listed dispensaries for an additional permit period ending December 19, 2022; and
WHEREAS, on November 1, 2022, by Resolution No. 2022-442 Council approved an extension of the commercial cannabis retail permit period to June 30, 2023, to better align the permit period with the annual inspections, financial audits, as well as the City’s fiscal year which runs from July 1st through June 30th; and WHEREAS, on June 27, 2023, by Resolution No. 2023-297 Council approved the renewal of the eight (8) commercial cannabis retail permits for a period ending on June 30, 2025; and
WHEREAS, City Staff prepared and issued renewal application packages to the cannabis retail businesses on February 20, 2025 requesting updated signed conditions of approval and community benefit contribution agreements, proof of a valid State license, updated lease agreement or proof of property ownership, business organization documents, community benefit values, employee lists, general liability policy, proof of a zero (0) balance due to the City for cannabis permit fees, excise, and sales tax, and an ownership confirmation form; and
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05/13/2025/CED/SRando/Item-XX 3 2025-XX
WHEREAS, all renewal packages were reviewed by City Staff for completeness and it was determined that all dispensaries were in compliance with permit renewal submittal requirements; and
WHEREAS, the renewal of the commercial cannabis retail permits was presented to the Cannabis Program and Permit Review Committee on April 28, 2025 where a motion was made to forward the renewals to Council for approval.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it herby approves the renewal of Paradise West Inc’s commercial cannabis retail permit for a two-year period ending June 30, 2027.
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05/13/2025/CED/SRando/Item-XX 4 2025-XX
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 10th day of June, 2025 by Councilmember , who moved its adoption, which motion being duly seconded by Councilmember , was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

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

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

COUNCIL AGENDA REPORT
DATE OF MEETING:

June 24, 2025
Date: June 4, 2025
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Toby Wells, Director of Engineering Services/City Engineer SUBJECT: Cost Sharing Agreement with the County of Stanislaus CONTACT: Toby Wells, Director of Engineering Services/City Engineer, [email protected], 209-577-5542
DESCRIPTION:

Consider approving a Cost Sharing Agreement with the County of Stanislaus for the construction of the Urban Pavement Preservation Phase G and Phase H Projects. (Funding Source: Measure L)
STRATEGIC PLAN ELEMENT:

The recommended action supports the City’s 2025-2026 Strategic Goal D: Ensure Safe, Efficient, and Reliable Infrastructure through proactive community investment, maintenance and sustainability efforts.

BACKGROUND:

Over the past several years, Stanislaus County has prioritized addressing longstanding infrastructure challenges in unincorporated, developed neighborhoods. The County is utilizing Measure L funding to address pavement maintenance in several neighborhoods.

In some areas, the City/County boundary is located at the centerline of existing roadways with different jurisdictions on either side of the road. Two (2) Stanislaus County projects are providing roadway maintenance on roadways that have shared ownership between the City and the County.

DISCUSSION:

The County has entered two (2) separate, competitively bid contracts with VSS International, Inc. for pavement rehabilitation, including striping and monumentation, and curb ramp improvements. The Projects are referred to as Project G and Project H. Project G is generally located west of State Route 99 and south of Woodland Avenue. The shared roadways in Project G are:
• Temperate Ave from end to 260’ east of end.
• Torrid Ave from Yellowstone Ave to 215’ west of Yellowstone Ave. • McWilliams Way from Granite Ln to Woodland Ave.
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Council Meeting, June 24, 2025
Cost Sharing Agreement with the County of Stanislaus

• Lone Palm Ave from 825’ south of Emerald Ave to Kansas Ave. • Emerald Ave from 140’ north of Loletta Ave to Laurel Ave. • Bennet Ave from 225’ north of Laurel Ave to Laurel Ave. • Laurel Ave from Emerald Ave to Martin Luther King Dr.

Project H is generally located west of Crows Landing Road and south of Glenn Avenue. The shared roadways in Project H are:
• Glenn Ave north half from 150’ west of Frazier St to Las Vegas St. • Imperial Ave south half from 270’ west of Crows Landing Rd to Crows Landing Rd.
• Lassen Ave south half from Rutherford St to Guthrie St. • Guthrie St from Lassen Ave to End.
• Ustick Rd (east half only starting aster Marin Ave) from 150’ north of Marin Ave to Whitmore Ave.

The work for both projects on these segments of roadway include road prep (pothole repair, digouts, and crack sealing), slurry seal, micro grind, asphalt rubber cape seal (asphalt rubber chip seal followed by a slurry seal), microsurfacing, reconstructed curb ramps, and striping.

Project G has completed construction and Project H will begin construction in Summer 2025.

The scope of work for the Projects includes areas that lie within both the City and 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:

In addition to the actual construction costs, the City will compensate the County for Construction Management services at a rate of 10 percent of construction costs associated with the City’s portion of the work.

For Project G, the total City share of final costs is $218,997.

For Project H, the total City share of costs are not to exceed $318,000.

The Citizens’ Transportation Sales Tax Commission (Commission) considered and approved an allocation of $250,000 on September 5, 2024 for Project G and is now incorporated into the Measure L budget. The Commission considered and approved an allocation for Project H at the June 5, 2025 regular meeting of $290,000 to fully fund the cost share agreement. A budget amendment for $290,000 will be processed for a total allocation of $540,000 to cover the expected total costs of $536,997.

COMMITEEE RECOMMENDATION:

On June 2, 2025, this item was considered by the Economic Development Committee, which recommended it to be forwarded to Council for approval. #10..
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Council Meeting, June 24, 2025
Cost Sharing Agreement with the County of Stanislaus

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving a Cost Sharing Agreement with the County of Stanislaus for the construction of the Urban Pavement Preservation Phase G and Phase H Projects and authorizing the City Manager, or his designee, to execute the Agreement.

Resolution amending the Fiscal Year 2024-25 Multi-Year Non-Capital project fund budgets for Project #101628 in the amount of $290,000 to appropriate the funds for the Urban Pavement Preservation Phase G and H projects and authorizing the City Manager, to take the necessary steps to implement the provisions of this resolution.

Approved by:

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

1. Resolutions (2)

2. Cost Sharing Agreement between COM and County
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06/24/2025/ESD/TWells 1 2025-

MODESTO CITY COUNCIL
RESOLUTION NO. 2025-XX

RESOLUTION APPROVING A COST SHARING AGREEMENT WITH THE

COUNTY OF STANISLAUS FOR THE CONSTRUCTION OF THE URBAN

PAVEMENT PRESERVATION PHASE G AND PHASE H PROJECTS AND

AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE TO EXECUTE

THE AGREEMENT
WHEREAS, over the past several years, Stanislaus County has prioritized addressing longstanding infrastructure challenges in unincorporated, developed neighborhoods; and
WHEREAS, the County is utilizing Measure L funding to address pavement maintenance in several neighborhoods; and
WHEREAS, two (2) Stanislaus County projects are providing roadway maintenance on roadways that have shared ownership between the City and the County; and
WHEREAS, the County has entered two (2) separate, competitively bid contracts with VSS International, Inc. for pavement rehabilitation, including striping and monumentation, and curb ramp improvements; and
WHEREAS, the Projects are referred to as Project G and Project H, and WHEREAS, project G is generally located west of State Route 99 and south of Woodland Avenue; and
WHEREAS, Project H is generally located west of Crows Landing Road and south of Glenn Avenue; and
WHEREAS, the work for both projects on these segments of roadway include road prep (pothole repair, digouts, and crack sealing), slurry seal, micro grind, asphalt #10..
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06/24/2025/ESD/TWells 2 2025-
rubber cape seal (asphalt rubber chip seal followed by a slurry seal), microsurfacing, reconstructed curb ramps, and striping; and
WHEREAS, Project G has completed construction; and
WHEREAS, Project H will begin construction in Summer 2025; and WHEREAS, in addition to the actual construction costs, the City will compensate the County for Construction Management services at a rate of 10 percent of construction costs associated with the City’s portion of the work.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Modesto that it herby approves a Cost Sharing Agreement with County of Stanislaus for the construction of the Urban Pavement Preservation Phase G and Phase H Projects.

BE IT FURTHER RESOLVED, that the City Manager, or his designee, is authorized to execute a Cost Sharing Agreement with County of Stanislaus, in a form approved by the City Attorney.
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06/24/2025/ESD/TWells 3 2025-
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 24th of June, 2025, by Councilmember ?, who moved its adoption, which motion being duly seconded by Councilmember ?, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST: ____________________________

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

BY: ______________________________________
JOSE M. SANCHEZ, City Attorney
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06/24/2025/ESD/TWells/Item X 1 2025-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2025-
RESOLUTION AMENDING THE FISCAL YEAR 2024-25 MULTI-YEAR
NON-CAPITAL PROJECT FUND BUDGETS FOR PROJECT #101628 IN THE AMOUNT OF $290,000 TO APPROPRIATE THE FUNDS FOR THE

URBAN PAVEMENT PRESERVATION PHASE G AND H PROJECTS

AND AUTHORIZING THE CITY MANAGER, TO TAKE THE

NECESSARY STEPS TO IMPLEMENT THE PROVISIONS OF THIS

RESOLUTION
WHEREAS, Stanislaus County is providing roadway maintenance on roadways that have a shared ownership between the City and the County; and WHEREAS, the County has entered into two separate bid contracts for Project G and Project H which have shared ownership between the City and County; and WHEREAS, Project G is generally located west of State Route 99 and south of Woodland Avenue and Project H is generally located west of Crows Landing Road and south of Gleen Avenue; and
WHEREAS, the City will be responsible for the actual construction costs and construction management services at a rate of ten percent for the shared roadway within Project G and Project H with an estimated amount of $540,000; and WHEREAS, a financial analysis has been completed and it has been determined that a budget adjustment is required to the Mult-Year Non-Capital Project Fund Budgets for Project #101628 – Urban Pavement Preservation in the amount of $290,000 to fully fund the project.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves amending the Fiscal Year 2024-25 Multi-Year Non-Capital Project budgets to appropriate the funds for the Urban Pavement Preservation Phase G and H projects.
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BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to take the necessary steps to implement the provisions of this resolution.

The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 24th day of June 2025, by Councilmember _________, who moved its adoption, which motion being duly seconded by Councilmember ______, was upon roll call carried and the resolution adopted by the following votes:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST:
________________________________

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

BY: _____________________________________
JOSE M. SANCHEZ, City Attorney
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COST SHARING AGREEMENT
Urban Pavement Preservation Phase G and Phase H

COST SHARING AGREEMENT BETWEEN THE COUNTY OF STANISLAUS AND

CITY OF MODESTO

FOR THE CONSTRUCTION OF THE

URBAN PAVEMENT PRESERVATION PHASE G AND PHASE H PROJECTS This Cost Sharing Agreement for Construction Services (“Agreement”) is made and entered into on __________, 2025 (the “Effective Date”) by and between the County of Stanislaus, a political subdivision of the State of California (“COUNTY”), and the City of Modesto, a California municipal corporation (“CITY”). MODESTO and COUNTY may be individually referred to herein as a “Party” or collectively as the “Parties.” RECITALS:

A. The COUNTY has entered into two separate, competitively bid contracts with VSS International, Inc. for pavement rehabilitation, including striping and monumentation, and curb ramp improvements (individually referred to as “Project G” and “Project H” or collectively as “Projects”). Project G has completed construction and Project H will begin construction in Summer 2025. The scope of work for the Projects includes areas that lie within both the CITY and COUNTY.

B. The COUNTY agrees that included in its contracts for the above described Projects are contract items that occurred on CITY streets as set forth in Exhibit A and Exhibit D, and as shown in Project Location Maps Exhibit B and Exhibit E (collectively, the “Scope of Work” or “Services”) attached hereto and incorporated by this reference.

C. The CITY agrees to reimburse COUNTY for the construction contract costs incurred by COUNTY for the portion of work on CITY streets as identified in the Scope of Work.

D. The Parties have outlined the rates and method of payment to COUNTY for its performance of the Services under this Agreement, as further set forth in Exhibit C and Exhibit F (the “Compensation Schedule”).

NOW, THEREFORE, it is agreed as follows:

1. Scope of Work. The Parties agree that the COUNTY will make a reasonable effort to assure the construction of Project H improvements conform to the plans and specifications approved by the COUNTY and reviewed by the CITY. COUNTY will be the official Construction Manager and the lead agency for Project H. Additionally, the #10..
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COST SHARING AGREEMENT
Urban Pavement Preservation Phase G and Phase H

Parties agree that the completed construction of Project G improvements conformed to the plans and specifications approved by the COUNTY and received by the CITY.

2. Services. The COUNTY bid the services described in the Scope of Work as part of the Urban Pavement Preservation Phase G(Project G) and Urban Pavement Preservation Phase H(Project H) Projects, and the CITY shall compensate the COUNTY for the services performed pursuant to the Compensation Schedules in Exhibit C and Exhibit F, respectively.

3. Term. The term of this Agreement will commence as of the date first written above and shall remain in effect until completion of construction of the improvements in Exhibit D.

4. Administration. The COUNTY, as the party managing the construction contract, agrees to receive and maintain the funding from the CITY and to manage the construction contract on behalf of the CITY with no additional charges to the CITY other than those costs identified in Exhibit C and Exhibit F or as directed by the COUNTY and agreed upon by the CITY in writing.

5. Compensation. The parties have outlined the rates and method of payment to COUNTY for its performance of the Services under this Agreement in Exhibit C and Exhibit F. Compensation from CITY to COUNTY will be based on actual construction costs for Project G and the actual construction costs for Project H, if differing from Bid Alternate.

6. Modification of Services. In the event that it appears to either Party that there will be cost overruns in excess of the 10% contingency, resulting from construction change orders associated with the Scope of Work provided in Exhibit D, or either Party determines that it would be prudent to expand the Scope of Work, then, in that event, the Parties agree to meet in good faith and determine whether or not they should fund such additional costs or expand the Scope of Work. In meeting and conferring, the Parties shall consider whether the basis of the additional change order originates from work regarding the CITY streets, in which case the CITY shall be responsible for the change order, provided however that such change order must be approved by the CITY in writing.
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COST SHARING AGREEMENT
Urban Pavement Preservation Phase G and Phase H

7. Indemnification. Neither Party, nor any of its officers or employees, shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by the other Party under or in connection with any work delegated to that Party under this Agreement. The Parties further agree, pursuant to Government 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 Agreement.

8. Insurance. Each Party, at its sole cost and expense, shall carry insurance or selfinsure its activities in connection with this Agreement, and obtain, keep in force and maintain, insurance or equivalent programs of self-insurance, for general liability, workers compensation, and business automobile liability adequate to cover its potential liabilities hereunder. Each Party shall provide certificates of insurance and/or self-insurance to the other Party during the term of this agreement. Each Party agrees to provide the other thirty (30) days advance notice of any cancellation, termination or lapse of any of the insurance or self-insurance coverages.

9. Amendments. This Agreement may be amended, or provisions contained herein may be altered, changed, or amended for the Projects only by mutual written agreement signed and approved by the respective approving authorities of CITY and COUNTY.

No oral understanding or agreement, not incorporated herein, shall be binding on any of the parties hereto.

10.Good Faith. To the extent reasonably required, each Party to this Agreement shall, in good faith, cooperate and assist the other Party in meeting its obligations under this Agreement.

11.Notice. Any notice which may be required under this Agreement shall be in writing and shall be given by personal service, first-class mail, certified or registered mail return receipt requested, or overnight delivery to the addresses set forth below:

To City: Toby Wells
Director
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COST SHARING AGREEMENT
Urban Pavement Preservation Phase G and Phase H

Engineering Services Department
City of Modesto
1010 10th Street
Modesto, CA 95353
To County: David A. Leamon
Director
Department of Public Works Director
1716 Morgan Road
Modesto, CA 95358
All notices and other communications shall be deemed communicated as of actual receipt or after the second business day after the notice has been dispatched. The Parties may change their respective address by giving notice of such change to the other party in the manner provided in this Section.

12.Termination. Except as provided elsewhere in this Agreement, the Parties may not terminate this Agreement during the Term, and prior to the completion and payment for the Services described in Exhibit A and Exhibit D, unless upon mutual written agreement signed and approved by the respective approving authorities of CITY and COUNTY. This Agreement will automatically terminate upon completion of the Scope of Work and upon the full payment to the COUNTY. If either party breaches any requirement of this Agreement, the non-breaching Party may terminate this agreement after providing written notice and a reasonable opportunity to cure to the other Party.

13.Necessary Documents. As may become necessary for the construction and delivery of Project H, through CITY and COUNTY cooperation, the Stanislaus County Director of Public Works and CITY’S Authorized Representative are authorized to administer and execute, by mutual written consent, all documents necessary to complete Project H, provided that such actions do not exceed the authority of this Agreement.

14.Attorney’s Fees and Costs. In any action which a Party brings to enforce its rights hereunder, the unsuccessful Party shall pay all costs incurred by the prevailing Party, including reasonable attorneys’ fees.

15.Entire Agreement. This Agreement contains the entire understanding between the Parties. All previous proposals, offers, and other communications relative to this Agreement, whether oral or written, are hereby superseded except to the extent that #10..
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COST SHARING AGREEMENT
Urban Pavement Preservation Phase G and Phase H

they have been incorporated into this Agreement. This Agreement may be amended only by written instrument executed by CITY and COUNTY.

16.Waiver. No waiver of or exception to any of the terms, conditions, and provisions of this Agreement shall be considered valid unless specifically agreed to in writing by both Parties, and any waiver of the breach of any covenant, term, or condition shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any other covenant, term, or condition.

17.Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and shall be construed to give effect to the intent of this Agreement.

18.Time is of the Essence. Time is and shall be of the essence in this Agreement.

19.Compliance. Both Parties agree to comply at all times, in its performance of this Agreement, with all applicable local, state and local labor and contracting laws, including but not limited to, prevailing wage laws and the Public Contract Code.

20.Counterparts. This Agreement may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument. (SIGNATURE PAGE FOLLOWS)
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COST SHARING AGREEMENT
Urban Pavement Preservation Phase G and Phase H

IN WITNESS WHEREOF, the City of Modesto, a California municipal corporation, has authorized the execution of this Agreement in duplicate by its City Manager on the _____ day of _________, 2025, and County has authorized the execution of this Agreement in duplicate by the Director of the Department of Public Works on the _____ day of __________, 2025.

COUNTY OF STANISLAUS
a political subdivision of the State of California
By:

Buck Condit
Chairman of the Board of
Supervisors
ATTEST:

Elizabeth A. King
Clerk of the Board of Supervisors of the
County of Stanislaus, State of California
By:

Deputy Clerk
APPROVED AS TO CONTENT:

By:

David A. Leamon
Director of Public Works
APPROVED AS TO FORM:

Thomas E. Boze, County Counsel
By:

Donya O. Nunes
Deputy County Counsel

CITY OF MODESTO
a municipal corporation
By:

Joseph P. Lopez, City Manager
APPROVED AS TO FORM:

By:

Jose Sanchez, City Attorney
ATTEST:

BY: ____________________________
_
Diane Nayares-Perez, City Clerk
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EXHIBIT A

URBAN PAVEMENT PRESERVATION PHASE G PROJECT
Scope of Work: The CITY is participating in the Urban Pavement Preservation Phase G Project. The shared portion consists of the following areas:
 Temperate Ave from end to 260’ east of end.
 Torrid Ave from Yellowstone Ave to 215’ west of Yellowstone Ave.  McWilliams Way from Granite Ln to Woodland Ave.
 Lone Palm Ave from 825’ south of Emerald Ave to Kansas Ave.  Emerald Ave from 140’ north of Loletta Ave to Laurel Ave.  Bennet Ave from 225’ north of Laurel Ave to Laurel Ave.  Laurel Ave from Emerald Ave to Martin Luther King Dr.

The work for these segments of roadway included road prep (prep, pothole repair, digouts, and crack sealing), slurry seal, micro grind, asphalt rubber cape seal (asphalt rubber chip seal followed by a slurry seal), microsurfacing, reconstructed curb ramps, and striping. In addition, the CITY will compensate the COUNTY for Construction Management services at a rate of 10 percent of construction costs associated with the CITY’s portion of the work. This work will be substantially consistent with the scope of work identified in Exhibit A and as shown in Exhibit B Project Location Map and Exhibit C Compensation Schedule prepared by Stanislaus County.

Compensation Schedule: The COUNTY will invoice the CITY, and the CITY will pay their respective fair share costs for Construction services including Construction, and Construction Management. Upon request, the COUNTY shall provide the CITY with all documentation necessary to support the costs identified in the invoice. The CITY will review and process the invoice from the COUNTY and pay in full if approved by the CITY.

In a timely manner, the CITY will pay and reimburse the COUNTY for their respective portion of the project.

Project Cost: The total project construction cost was $3,113,480.52 of which, the CITY portion was $218,996.80 This amount was based on the actual construction quantities and the contractor’s bid item unit prices with adjustments due to field changes made to the Project. The actual compensation due to the COUNTY shall be based on the actual construction costs plus changes for the work within the CITY right-of-way and construction engineering. Changes included substituting the 3-layer treatment on Lone Palm Ave. from Doker Dr. to Kansas Ave. with a full pavement width digout, installation of steel retaining plates adjacent to the north curb ramp at Doker Dr. and Lone Palm Ave., and repair of a manhole that was damaged prior to this project. A breakdown of these costs is in Exhibit C.
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EXHIBIT B

URBAN PAVEMENT PRESERVATION PHASE G PROJECT

PROJECT PLANS
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EXHIBIT C

URBAN PAVEMENT PRESERVATION PHASE G PROJECT

COMPENSATION SCHEDULE
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EXHIBIT D

URBAN PAVEMENT PRESERVATION PHASE H PROJECT
Scope of Work: The CITY is participating in the Urban Pavement Preservation Phase H Project. The shared portion consists of the following areas:
 Glenn Ave north half from 150’ west of Frazier St to Las Vegas St.  Imperial Ave south half from 270’ west of Crows Landing Rd to Crows Landing Rd.  Lassen Ave south half from Rutherford St to Guthrie St.  Guthrie St from Lassen Ave to End.
 Ustick Rd (east half only starting aster Marin Ave) from 150’ north of Marin Ave to Whitmore Ave.

The work for these segments of roadway may include road prep (prep, pothole repair, digouts, and crack sealing), slurry seal, micro grind, asphalt rubber cape seal (asphalt rubber chip sea followed by a slurry seal), microsurfacing, reconstructed curb ramps, and striping. In addition, the CITY will compensate the COUNTY for Construction Management services at a rate of 10 percent of construction costs. This work will be substantially consistent with the scope of work identified in Exhibit D and as shown in Exhibit E Project Location Map and Exhibit C Compensation Schedule prepared by Stanislaus County.

The COUNTY is acting as lead agency and will inspect, process, & manage all segments of the project.

All questions, comments, and concerns regarding the CITY’s segment of the Project will be directed through the COUNTY’s project management team.

Compensation Schedule: the COUNTY will invoice the CITY, and the CITY will pay their respective fair share costs, based on square footage of roadway within the CITY’s jurisdiction, for Construction services including Construction, Construction Management and Contingency costs. The COUNTY will provide progress payment invoices for review.

Upon request, the COUNTY shall provide the CITY with all documentation to support the costs identified in the invoice. The CITY will review and process progress payment invoices from the COUNTY and pay in full if approved by the CITY. In a timely manner, the CITY will pay and reimburse the COUNTY for their respective portion of the project.

Project Cost: Currently the total project construction cost is contracted to be $2,775,120.00 of which, the CITY portion shall not exceed $318,000.00. This amount was based on design estimate of quantities and the contractor’s bid item unit prices and shall not be used for determining actual compensation due to the COUNTY. The actual #10..
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compensation due to the COUNTY shall be based on the actual construction and associated project costs.

EXHIBIT E

URBAN PAVEMENT PRESERVATION PHASE H PROJECT

PROJECT PLANS
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EXHIBIT F

URBAN PAVEMENT PRESERVATION PHASE H PROJECT

COMPENSATION SCHEDULE
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

June 24, 2025
Date: June 4, 2025
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Toby Wells, Director of Engineering Services Department / City Engineer SUBJECT: Accept the State Route 132 West Expressway Construction Phase 1 Project CONTACT: Toby Wells, Director of Engineering Services Department / City Engineer [email protected], 209-571-5542
DESCRIPTION:

Consider accepting the State Route 132 West Freeway/Expressway - Phase 1 Project as complete, releasing securities, releasing payments totaling $100,285,151 to Bay Cities Paving & Grading, Inc., of Concord, California, and authorizing the City Clerk to file a Notice of Completion. (Funding Source: Various Funds)
STRATEGIC PLAN ELEMENT:

The recommended action supports the City’s 2025-2026 Strategic Plan Initiatives, Goal D to provide safe, efficient, and reliable infrastructure through proactive community investment, maintenance, and sustainability efforts.

BACKGROUND:

State Route (SR) 132 is an east-west highway that extends from I-580 in the Central Valley, south of the City of Tracy, to SR49 in the foothills of the Sierra Mountains, terminating in the town of Coulterville. SR132 is a vital link through the Central Valley, serving local traffic from these communities and providing for regional traffic between the Bay Area and the mountains for the movement of traffic and goods and services and provides access to the recreational areas east of Modesto via SR49.

The purpose of the State Route 132 West Freeway/Expressway - Phase 1 Project (Project) is to improve regional and interregional circulation, relieve traffic congestion along existing State Route 132, and to enhance safety and operations for the existing and proposed transportation network.

The Project includes construction of an access-controlled, 2-lane expressway (one lane eastbound and one lane westbound) along a new alignment just south of Kansas Avenue starting from the east side of SR-99 at the base of the Needham Street Bridge west to Dakota Avenue and then along Dakota Avenue to the existing SR-132/Maze Blvd. Grade separations have been #11..
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City Council, June 24, 2025
Accept the State Route 132 West Expressway Construction Phase 1 Project

constructed at Rosemore Ave, Carpenter Ave, Emerald Ave and SR-99. The project includes improvement to the 5th and 6th Street connections to the new SR-132 expressway and the addition of an auxiliary lane at the northbound SR-99 on-ramp at L Street.

DISCUSSION:

The project was advertised for bids on July 2, 2019. Bids were publicly opened on August 20, 2019, and Bay Cities Paving & Grading, Inc., of Concord, California, was the lowest responsible bidder at 11.32% below the engineers estimate.

On September 24, 2019, by Resolution 2019-439, Council awarded a contract to Bay Cities Paving & Grading, Inc., in the amount of $92,054,078. The Contractor received the Notice to Proceed dated October 23, 2019. All contract work was completed on December 30, 2023.

By accepting this project as complete, the City officially accepts the improvements made and authorizes the Notice of Completion to be filed. The City Clerk is authorized to complete all the necessary steps to file Notice of Completion with the County Recorder, release securities, and authorize payments totaling $100,285,151. The work is covered by a one-year warranty for any issues that may arise.

Due to delays in final quantity and As-built approval, change order processing, and monument preservation, the administrative closure of this project was delayed. As such, the Construction Administration and the City Manager’s Office authorized the release of retention on June 14, 2024.

Staff recommends the project for acceptance as the contractor has complied with all contract requirements for the project.

FISCAL IMPACT:

The total construction costs were $100,285,151. The total project amount originally budgeted was $117,236,834 which included $101,259,486 for the construction contract and contingency with Bay Cities Paving & Grading, Inc. The project is funded with various Federal and State Grants, Regional Measure L Funds, and local Streets Capital Facility Fee Funds. Due to the nature of this project, there are ongoing items to be completed for the larger project that will be brought back to Council at a later date once all of the Caltrans related items have been completed.

The City’s “Change Order Approval Policy” enacted by Council Resolution No. 94-443 on July 19, 1994, updated by Resolution No. 2019-326 on July 9, 2019, and revised a second time September 12, 2023 by Resolution 2023-405 established a contract change order authority of 10% ($9,205,408) for construction contracts of this dollar value.

There were 156 change orders resulting in an overall increase of $8,231,073 for change order work as listed on the attached change order log. A summary of the expenditures for the overall project is listed below.
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City Council, June 24, 2025
Accept the State Route 132 West Expressway Construction Phase 1 Project

101119 – Capital Grants – Streets CIP Projects – 3160 “SR 132 West Expressway - CON” PROJECT EXPENDITURES:

Construction Contract (Bay Cities Paving & Grading, Inc.) $92,054,078 Construction Contingency (Change Orders) 8.9% $8,231,073 TOTAL CONSTRUCTION EXPENDITURES: $100,285,151
COMMITTEE RECOMMENDATION:

There has been no Committee action taken on this item.

CEQA/NEPA REQUIREMENTS:

Caltrans has completed California Environmental Quality Act (CEQA) and National Environmental Policy Act (NEPA) review of the Project with approval of the document as part of the PA&ED Phase on March 9, 2018.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution accepting the State Route 132 West Freeway/Expressway - Phase 1 Project as complete, releasing securities, releasing payments totaling $100,285,151 to Bay Cities Paving & Grading, Inc., of Concord, California, and authorizing the City Clerk to file a Notice of Completion.

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

1. Resolution

2. Contract Change Order Log

3. Notice of Completion

4. Retention Release Memorandums (3)
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06/24/2025/ESD/TWells 1 2025-

MODESTO CITY COUNCIL
RESOLUTION NO. 2025-XX
RESOLUTION ACCEPTING THE STATE ROUTE 132 WEST
FREEWAY/EXPRESSWAY – PHASE I PROJECT AS COMPLETE,
RELEASING SECURITIES, RELEASING PAYMENTS TOTALING $100,285,151 TO BAY CITIES PAVING & GRANDING, INC., OF CONCORD, CA, AND

AUTHORIZING THE CITY CLERK TO FILE A NOTICE OF COMPLETION WHEREAS, State Route (SR) 132 is an east-west highway that extends from I580 in the Central Valley, south of the City of Tracy, to SR49 in the foothills of the Sierra Mountains, terminating in the town of Coulterville; and WHEREAS, SR132 is a vital link through the Central Valley, serving local traffic from these communities and providing for regional traffic between the Bay Area and the mountains for the movement of traffic and goods and services and provides access to the recreational areas east of Modesto via SR49; and
WHEREAS, the project was advertised for bids on July 2, 2019; and WHEREAS, bids were publicly opened on August 20, 2019, and Bay Cities Paving & Grading, Inc., of Concord, CA, was the lowest responsible bidder at 11.32% below the engineers estimate; and
WHEREAS, on September 24, 2019, by Resolution 2019-439, Council awarded a contract to Bay Cities Paving & Grading, Inc., in the amount of $92,054,078; and WHEREAS, the Contractor received the Notice to Proceed dated October 23, 2019. All contract work was completed on December 30, 2023; and WHEREAS, the total construction costs were $100,285,151; and WHEREAS, due to delays in final quantity and As-built approval, change order processing, and monument preservation the administrative closure of this project was #11..
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06/24/2025/ESD/TWells 2 2025-
delayed. As such, the Construction Administration and the City Manager’s Office authorized the release of retention on June 14, 2024; and WHEREAS, the City’s “Change Order Approval Policy” enacted by Council Resolution No. 94-443 on July 19, 1994, updated by Resolution No. 2019-326 on July 9, 2019, and revised a second time September 12, 2023 by Resolution 2023-405 established a contract change order authority of 10% ($9,205,408) for construction contracts of this dollar value; and
WHEREAS, there are fourteen 156 change orders resulting in an overall increase of $8,231,073 for change order work as listed on the attached change order log; and WHEREAS, by accepting this project as complete, the City officially accepts the improvements made and authorizes the Notice of Completion to be filed.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Modesto that the State Route 132 West Freeway/Expressway – Phase 1 Project as complete, releasing securities, releasing payments totaling $100,285,151 to Bay Cities Paving & Grading, Inc., of Concord, CA, and authorizing the City Clerk to file a Notice of Completion.
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06/24/2025/ESD/TWells 3 2025-
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 24th day of June, 2025, by Councilmember ?, who moved its adoption, which motion being duly seconded by Councilmember ?, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST: ____________________________

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

BY: ______________________________________
JOSE M. SANCHEZ, City Attorney
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CONTRACT CHANGE ORDER SUMMARY
Project: 2020-04
Description: SR-132 West Expressway
Contractor: Bay Cities Paving & Grading
Description Items
Non
Items Amount
Contract
No
CCO
001 Revise HMA Specification $0.00 $0.00
002 PTZ Cameras $64,641.40 $64,641.40
003 Partnering $40,000.00 $40,000.00
004 Federal Training Program $47,200.00 $47,200.00
005 Homeless Encampment Removal $30,000.00 $30,000.00
005S1 Homeless Encampment Removal $70,000.00 $70,000.00 005S2 Homeless Encampment Removal Additional Funds $1,200.00 $1,200.00 006 Public Dumping $20,000.00 $20,000.00
006S1 Public Dumping $15,000.00 $15,000.00
006S2 Public Dumping $9,500.00 $9,500.00
007 Maintain Traffic and Public Safety $50,000.00 $50,000.00 007S1 Maintaining Traffic Additional Funds $25,000.00 $25,000.00 007S2 Additional Funds for Traffic Control $25,000.00 $25,000.00 007S3 Traffic Lookouts $49,000.00 $49,000.00
007S4 Additional Funds for Traffic Control $40,000.00 $40,000.00 Tuesday, June 10, 2025 Page 1 of 15
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CONTRACT CHANGE ORDER SUMMARY
Project: 2020-04
Description: SR-132 West Expressway
Contractor: Bay Cities Paving & Grading
Description Items
Non
Items Amount
Contract
No
CCO
007S5 Additional Funds for Traffic Control $25,000.00 $25,000.00 007S6 Additional Funds for Traffic Control $15,000.00 $15,000.00 007S7 Additional Funds for Traffic Control $13,394.85 $13,394.85 008 Lollich Line Changes $74,315.21 $74,315.21
008S1 Lollich Tie in And Directed Mods ($324.500) $50,000.00 $49,675.50 009 Additional SWPPP $20,000.00 $20,000.00
009S1 SWPPP Maintenance Sharing $25,000.00 $25,000.00
009S2 Additional SWPPP Funds $50,000.00 $50,000.00
009S3 Additional SWPPP Funds $50,000.00 $50,000.00
009S4 Additional SWPPP Funds $25,000.00 $25,000.00
010 Renna Line Changes $200,000.00 $200,000.00
010S1 Renna Line Adds $220,918.44 $220,918.44
011 Buried Man-Made Objects $135,000.00 $135,000.00
011S6 Buried Man-Made Objects (Additional Funds $235.73 $235.73 012 MID Elec Conduit Boring at Dakota $40,000.00 $40,000.00 Tuesday, June 10, 2025 Page 2 of 15
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CONTRACT CHANGE ORDER SUMMARY
Project: 2020-04
Description: SR-132 West Expressway
Contractor: Bay Cities Paving & Grading
Description Items
Non
Items Amount
Contract
No
CCO
012S1 MID Conduit Boring at Dakota Additional Funds $2,550.00 $2,550.00 013 132/99 Traffic Handling & Falsework Openings $3,475.000 $3,475.00 014 54" Vylon Pipe Change ($239,008.000) $254,748.03 $15,740.03 014S1 Sewer Hatch/Grates $30,868.33 $30,868.33
015 Speed Reduction on SR99 $55,380.00 $55,380.00
016 K-Line Unsuitable Material $15,104.500 $15,104.50
017 Pothole Support for Geocon $2,500.00 $2,500.00
018 Carpenter Rd Detour Profile $50,000.00 $50,000.00
018S1 Additional Funds for Carpenter Road Detour Profile $9,000.00 $9,000.00 019 Chain Link Railing Modifications $0.00 $0.00
020 DI Revisions $14,541.399 $0.00 $14,541.40
021 Nesting Bird Exclusion $21,360.00 $21,360.00
022 Mitchell's Harley Parking Lot $12,000.00 $12,000.00 023 Installation of 4" Valve at Salida $3,000.00 $3,000.00 024 MID Guy Wire Relocation $14,740.00 $14,740.00
Tuesday, June 10, 2025 Page 3 of 15
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CONTRACT CHANGE ORDER SUMMARY
Project: 2020-04
Description: SR-132 West Expressway
Contractor: Bay Cities Paving & Grading
Description Items
Non
Items Amount
Contract
No
CCO
025 Irrigation Service Line $4,387.500 $26,000.00 $30,387.50 025S1 Irrigation Service Line Repairs $10,000.00 $10,000.00 025S2 Irrigation Service Line Additional Funds $1,100.00 $1,100.00 026 Additional Utility Supports and Braces $52,935.78 $52,935.78 027 Additional QC Monitoring Shoring Walls $20,000.00 $20,000.00 028 Carpenter Bent 2 CIDH Splice Detail $0.00 $0.00
029 Dakota/Kansas Traffic Handling ($6,003.500) $40,000.00 $33,996.50 030 Pole at Maze and Dakota $20,085.60 $20,085.60
031 Renna Line Additional Grading $20,000.00 $20,000.00 031S1 Renna Line Additional Grading $4,200.00 $4,200.00 032 Rosemore Corner Column Rebar Detail $7,000.00 $7,000.00 033 NB Kansas Off Ramp Drainage ($11,931.000) $6,000.00 ($5,931.00) 033S1 NB Kansas Off Ramp Drainage Additional Funds $1,600.00 $1,600.00 034 Barrier Transition $14,788.38 $14,788.38
035 Electrical Services Changes $0.00 $0.00
Tuesday, June 10, 2025 Page 4 of 15
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CONTRACT CHANGE ORDER SUMMARY
Project: 2020-04
Description: SR-132 West Expressway
Contractor: Bay Cities Paving & Grading
Description Items
Non
Items Amount
Contract
No
CCO
036 NB Kansas Off-Ramp Traffic Handling $12,941.200 $12,941.20 037 Rosemore 8" Vertical Curb and Gutter $2,640.000 $2,640.00 038 Drainage System 5B Modifications $3,081.500 $3,081.50 039 Drainage System 20 Modifications ($11,629.000) ($11,629.00) 040 Salida Driveway ($4,866.700) $38,259.86 $33,393.16
041 K-Rail at Emerald for Falsework $12,260.000 $19,483.05 $31,743.05 042 Maze Dakota Intersection ($12,685.000) $40,000.00 $27,315.00 043 Remove Existing Sewer at DS-6b $20,000.00 $20,000.00 044 NB SR 99 Texture Paving Detail $55,260.000 $10,000.00 $65,260.00 045 Repair Electrical Pole Damage by Public $16,000.00 $16,000.00 045S1 Pole Repairs at Carpenter $9,000.00 $9,000.00
046 Pump Station Access Hatch w/Lock Box $515.90 $515.90 047 Replace Conduit along SR132 Median $10,000.00 $10,000.00 047S1 Additional Funds for Conduit along SR132 Median $28,500.00 $28,500.00 048 PG&E Casing $27,638.19 $27,638.19
Tuesday, June 10, 2025 Page 5 of 15
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CONTRACT CHANGE ORDER SUMMARY
Project: 2020-04
Description: SR-132 West Expressway
Contractor: Bay Cities Paving & Grading
Description Items
Non
Items Amount
Contract
No
CCO
049 Kansas House ROW Clearing ($8,480.000) $25,000.00 $16,520.00 049S1 Kansas House Clearing and grubbing $200.00 $200.00 050 Dakota and Kansas Signage $2,784.600 $2,784.60
051 CRCP Joint Seal Detail $40,000.00 $40,000.00
051S1 CRCP Support Slab Adjustment $27,645.000 $174,573.41 $202,218.41 052 Cathodic Protection $142,812.34 $142,812.34
053 Temporary Fencing at O'Reilly Property $5,000.00 $5,000.00 054 Chain Link Fence at RW 1080 $5,030.000 $5,030.00
055 Ray Bray Driveway ($11,098.000) $15,000.00 $3,902.00 056 Pump Station Security Cage/Additional Dewatering $10,000.00 $10,000.00 057 Building M at Melton Olmsted $38,760.70 $38,760.70
058 Low Spot on Kansas $4,879.000 $25,000.00 $29,879.00 059 Modify Hwy99 Full Closure Detour $50,000.00 $50,000.00 059S1 Additional Funds for 99 Full Closure Detour $200,000.00 $200,000.00 060 RW 1077 & 1081 Structure Backfill Detail $0.00 $0.00 Tuesday, June 10, 2025 Page 6 of 15
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CONTRACT CHANGE ORDER SUMMARY
Project: 2020-04
Description: SR-132 West Expressway
Contractor: Bay Cities Paving & Grading
Description Items
Non
Items Amount
Contract
No
CCO
061 Additional Pavement Delineation and Signs $2,343.000 $2,343.00 062 DS Modifications for 38G,45C, 46C and 56 ($1,714.500) $6,000.00 $4,285.50 063 Sign Panel Modifications ($20,038.000) $30,949.60 $10,911.60 064 Slip Based Poles at Maze/Dakota $25,000.00 $25,000.00 065 Southeast Rosemore Drainage $6,597.500 $25,709.89 $32,307.39 066 DS 34 Rock Slope Protection Quantity Overrun $60,944.000 $60,944.00 067 Pump Station Switch Gear $46,712.50 $46,712.50
067S1 Pump Station $10,000.00 $10,000.00
068 Horizontal Drains ($8,840.000) $61,529.13 $52,689.13 069 Extended Carpenter DIP Waterline $40,000.00 $40,000.00 070 Basin 6A and 6B Soil Management $50,000.00 $50,000.00 070S1 Additional Funds for Soil Management $65,000.00 $65,000.00 071 Drainage System 2 and 22 Mods $19,921.650 $15,000.00 $34,921.65 072 Piles for RW 1164 $49,809.000 $25,000.00 $74,809.00 073 Property Owner Rodent Extermination $2,783.00 $2,783.00 Tuesday, June 10, 2025 Page 7 of 15
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CONTRACT CHANGE ORDER SUMMARY
Project: 2020-04
Description: SR-132 West Expressway
Contractor: Bay Cities Paving & Grading
Description Items
Non
Items Amount
Contract
No
CCO
074 Carpenter Return Wall Modifications $0.00 $0.00
075 Rosemore and Carpenter Waterline Mods $10,000.00 $10,000.00 077 Electrical Pole Damage by Public on Carpenter $17,500.00 $17,500.00 078 Driveway No. 16 Mods $5,000.00 $5,000.00
079 Permanent Erosion Control Modifications $24,950.000 $291,195.75 $316,145.75 080 Irrigation Modifications $27,813.50 $27,813.50
081 Carpenter Driveway and Parking Lot Conform $2,701.500 $41,769.44 $44,470.94 082 DS-46, 47, and 56 Mods $45,367.700 $72,464.53 $117,832.23 082S1 DS-46, 47, and 56 Mods $30,000.00 $30,000.00
082S2 DS-46, 47, and 56 Mods $2,796.03 $2,796.03
083 Regrade Access Road $200,000.00 $200,000.00
083S1 Regrade Access Road $225,000.00 $225,000.00
084 Kansas Ave Extension Modifications ($3,320.000) $50,000.00 $46,680.00 085 Additional Fiber for CMS $40,924.64 $40,924.64
086 Remove Pavement/Concrete near Needham $20,000.00 $20,000.00 Tuesday, June 10, 2025 Page 8 of 15
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CONTRACT CHANGE ORDER SUMMARY
Project: 2020-04
Description: SR-132 West Expressway
Contractor: Bay Cities Paving & Grading
Description Items
Non
Items Amount
Contract
No
CCO
087 Median Bioswale ($41,916.000) $10,000.00 ($31,916.00) 088 Concrete Barrier/Anchor Block Mods $23,038.18 $23,038.18 089 Sewer Work Related Modifications ($37,525.500) $30,000.00 ($7,525.50) 090 N. Rosemore Ave Structural Section Modifications $22,185.500 $22,185.50 091 NB99 Irrigation Changes ($44,254.002) $44,254.00 $0.00 092 Modify 132/99 Bridge Compressive Strength ($3,067.00) ($3,067.00) 093 DS 28 Outfall Structure $4,522.500 $4,522.50
094 Revised RHMA section at East and West Couplets $21,750.000 $21,750.00 095 Box Culvert Repairs $15,000.00 $15,000.00
095S1 Box Culvert Repairs $1,500.00 $1,500.00
096 Delete Basin 6A/6B Landscaping ($417,556.360) $19,693.28 ($397,863.08) 096S1 Restocking Fee $2,332.40 $2,332.40
097 Basin 1 Modifications $15,000.00 $15,000.00
098 Temp Drainage at Carpenter Road $15,000.00 $15,000.00 099 Sewer Rails and Storage Box Modifications $20,000.00 $20,000.00 Tuesday, June 10, 2025 Page 9 of 15
#11..
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CONTRACT CHANGE ORDER SUMMARY
Project: 2020-04
Description: SR-132 West Expressway
Contractor: Bay Cities Paving & Grading
Description Items
Non
Items Amount
Contract
No
CCO
100 DS 28, 30, and 31 Modifications $40,000.00 $40,000.00 100S1 Additional Funds for DS 30 and 31 $15,000.00 $15,000.00 101 Teichert RWMA Warranty Extention $0.00 $0.00
102 Realign DS 46 $15,000.00 $15,000.00
103 Chain Link Fence Mods $43,455.91 $43,455.91
104 CRCP at Box Culvert ($18,717.000) $80,000.00 $61,283.00 105 Adjust Laurel Ave C, G and SW Grades $2,500.00 $2,500.00 106 Modify CRCP Limits $2,850.000 $2,850.00
107 Revise Curb Ramp No. 5 $5,000.00 $5,000.00
107S1 Revise Curb Ramp No. 5 $4,563.60 $4,563.60
108 Relocate Private Fence $6,050.00 $6,050.00
109 Hamburg Wheel Test Revised Spec $0.00 $0.00
110 Emerald 8" Vertical Curb $880.000 $1,500.00 $2,380.00 110S1 Emerald 8" Vertical Curb $200.00 $200.00
111 KFC Sign Relocation $21,670.00 $21,670.00
Tuesday, June 10, 2025 Page 10 of 15
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CONTRACT CHANGE ORDER SUMMARY
Project: 2020-04
Description: SR-132 West Expressway
Contractor: Bay Cities Paving & Grading
Description Items
Non
Items Amount
Contract
No
CCO
111S1 KFC Curb Ramp $4,000.00 $4,000.00
111S2 KFC Curb Ramp $15,000.00 $15,000.00
112 Harley Parking Lot Modifications $32,975.000 $40,000.00 $72,975.00 112S1 Harley Parking Lot Modifications $60,000.00 $60,000.00 112S2 Harley Parking Lot Modifications $2,500.00 $2,500.00 113 Modify EB Couplet Grades & Add Transition Barrier $18,000.000 $44,788.38 $62,788.38 113S1 Modify EB Couplet/SB 99 Maze Off-Ramp Grades $35,000.00 $35,000.00 114 Extend Type 732SWB Mod at Rosemore $25,000.00 $25,000.00 115 Needham Railing $34,875.18 $34,875.18
116 PCR 6, 11, and 12 Resolution $10,364.93 $10,364.93
117 DS-53 Mods, Abandon Horizontal Drain, Adjust DI's ($1,760.000) $25,000.00 $23,240.00 117S1 Additional Funds to Adjust Dis $10,000.00 $10,000.00 118 Pump Station Outfall Grate $4,975.50 $4,975.50
119 Tuff Shed Driveway $6,000.00 $6,000.00
119S1 Tuff Shed Driveway $4,500.00 $4,500.00
Tuesday, June 10, 2025 Page 11 of 15
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CONTRACT CHANGE ORDER SUMMARY
Project: 2020-04
Description: SR-132 West Expressway
Contractor: Bay Cities Paving & Grading
Description Items
Non
Items Amount
Contract
No
CCO
120 MID Box Culvert Repair $29,650.38 $29,650.38
121 SR-132 Barrier Transition $20,000.00 $20,000.00
121S1 SR-132 Barrier Transition $3,319.02 $3,319.02
122 PCR 15 Resolution $315,000.00 $315,000.00
123 Outstanding PCR Resolution thru No. 20 $325,000.00 $325,000.00 124 SR-132 Contrast Striping $3,690.000 $21,693.50 $25,383.50 125 Rosemore Retaining Curb $7,000.00 $7,000.00
125S1 Rosemore Retaining Curb $25,000.00 $25,000.00
126 Carpenter Ped Path and Restripe $5,610.200 $200,000.00 $205,610.20 126S1 Carpenter Ped Path and Restripe $100,000.00 $100,000.00 126S2 Carpenter Ped Path and Restripe $15,000.00 $15,000.00 126S3 Carpenter Ped Path and Restripe $3,718.48 $3,718.48 127 Stockpile C Acess Easement $4,000.00 $4,000.00
127S1 Stockpile C Access $16,000.00 $16,000.00
128 SR-132 MGS at Emerald $62,070.000 $15,000.00 $77,070.00 Tuesday, June 10, 2025 Page 12 of 15
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CONTRACT CHANGE ORDER SUMMARY
Project: 2020-04
Description: SR-132 West Expressway
Contractor: Bay Cities Paving & Grading
Description Items
Non
Items Amount
Contract
No
CCO
129 Rock Blanket Slope Protection $20,000.00 $20,000.00 130 Wood Fence Modifications $9,734.96 $9,734.96
131 Delete Sewer Storage Boxes ($6,901.95) ($6,901.95)
132 Stockpile C Additional Grading and Fencing $300,000.00 $300,000.00 133 Extend Pump Station Cable to Transformer $7,500.00 $7,500.00 134 Modify Kansas Ave MGS Alignment $124.000 $20,000.00 $20,124.00 134S1 Modify Kansas Ave MGS Alignment $2,000.00 $2,000.00 135 Property Owner Landscape Repair $2,601.50 $2,601.50 136 Additional Chain Link Fence $25,000.00 $25,000.00
137 Alt CC at Rosemore and Carpenter $2,400.000 $76,710.00 $79,110.00 138 SR-132 Early Opening $50,000.00 $50,000.00
139 Sign Modifications $14,087.60 $14,087.60
139S1 Sign Modifications $6,400.00 $6,400.00
140 Barrier Transitions at Wall Connections $25,000.00 $25,000.00 140S1 Barrier Transitions at Wall Connections $55,000.00 $55,000.00 Tuesday, June 10, 2025 Page 13 of 15
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CONTRACT CHANGE ORDER SUMMARY
Project: 2020-04
Description: SR-132 West Expressway
Contractor: Bay Cities Paving & Grading
Description Items
Non
Items Amount
Contract
No
CCO
141 Kansas Ave Repave $1,500,000.00 $1,500,000.00
142 Punch List Extra Work $50,000.00 $50,000.00
142S1 Punch List Extra Work $40,000.00 $40,000.00
143 Jefferson and Linden Restoration $100,000.00 $100,000.00 143S1 Jefferson and Linden Restoration $33,117.70 $33,117.70 144 Public Damage $50,000.00 $50,000.00
144S1 Public Damage $30,000.00 $30,000.00
145 Orchard Driveways $10,000.00 $10,000.00
145S1 Orchard Driveways $1,000.00 $1,000.00
146 Truck Signs and French Drain $20,000.00 $20,000.00
147 Concrete and HMA Deductions ($26,505.50) ($26,505.50) 148 Reduce Stockpile C Easterly Limits $75,000.00 $75,000.00 149 Basin 6A Concrete Apron $40,000.00 $40,000.00
150 Fiber Optic Routers $15,557.93 $15,557.93
151 PCR 23 Resolution $218,267.76 $218,267.76
Tuesday, June 10, 2025 Page 14 of 15
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CONTRACT CHANGE ORDER SUMMARY
Project: 2020-04
Description: SR-132 West Expressway
Contractor: Bay Cities Paving & Grading
Description Items
Non
Items Amount
Contract
No
CCO
153 Deferred Time Extension $0.00 $0.00
154 Subcontractor Cost Resolution $218,111.00 $218,111.00 155 Final Resolution of Claims and Disputes $1,499,000.00 $1,499,000.00 156 Balancing Change Order ($722,637.786) ($1,523,253.52) ($2,245,891.31) Grand Totals $8,231,072.83
Tuesday, June 10, 2025 Page 15 of 15
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Requested by
City of Modesto/City Clerk’s Office
Return to City of Modesto/City Clerk’s Office:

PO Box 642
Modesto CA 95353

NOTICE OF COMPLETION
NOTICE IS HEREBY GIVEN that on September 24, 2019, the City of Modesto, PO Box 642, Modesto, California 95353, a Municipal Corporation in the County of Stanislaus, State of California, awarded the contract to Bay Cities Paving & Grading, Inc., of Concord, California for the project titled “State Route 132 West Expressway - CON” located at just south of Kansas Avenue starting from the east side of SR-99 at the base of the Needham Street Bridge west to Dakota Ave. and then along Dakota Ave. to the existing SR-132/Maze Blvd. On December 30, 2023, said contract, as a whole, was completed by Bay Cities Paving & Grading, Inc., and accepted by the Council of the City of Modesto at a regular meeting of the Council held on June 24, 2025.

CITY OF MODESTO
By
Diane Nayares-Perez, City Clerk
I certify under penalty of perjury that the foregoing is true and correct.

Date: By
Modesto, CA Diane Nayares-Perez, City Clerk
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Engineering Services Department
P.O. Box 642
Modesto, California 95354
209.577.5200
Modestogov.com
MEMO
To: Joseph P. Lopez, City Manager
From: Toby Wells, Director of Engineering Services / City Engineer Date: September 8, 2023
Re: Project No. 101119 – SR132 Expressway Phase I
Subject: Partial Release of Retention
Recommended Action
Authorize releasing $2,183,354.50 of retention to Bay Cities Paving and Grading and direct staff to release these monies from the escrow account for the City’s SR-132 Phase 1 project.

Background
Bay Cities Paving & Grading Inc. has been under contract with the City of Modesto since September 24, 2019 to build phase 1 of the SR-132 Project. Bay Cities has prosecuted the project to substantial completion per the contract documents. Retention monies have been withheld from Bay Cities and placed in an escrow account on a regular monthly basis since construction has begun. Caltrans is expected to grant relief of maintenance from the City and Bay Cities in the coming weeks. Currently there are minimal punch list items remaining to complete. As of September 7th, 2023 there is $2,244,414.23 held in retention in a City escrow account awaiting release.

Reasons for Recommendation
Contract Specifications require “Incremental acceptances” of portions of the Project by the City of Modesto and pay retainage to Bay Cities based on the acceptances. To date, the project is substantially complete and open to traffic.

As the project nears final acceptance, continuing to hold retention is no longer justified.

Attached is an accounting of the proposed release of $2,183,354.50 in retention and a request for retention release from Bay Cities for retention held to date. Retention would no longer be applied to the last final invoices. The final retention payment would be paid at the time of final acceptance.

City Council Resolution 95-561 authorizes the City Manager to release retention dollars when appropriate to do so. A similar request was received and approved in June 2021 when the original 5% project retention was reduced to 2.5% when the project passed the 50% complete threshold.

Concur: _______________________________________________ Toby Wells, Director of Engineering Services/City Engineer Concur: _______________________________________________ DeAnna Christensen, Director of Finance
Concur: _______________________________________________ Joseph Lopez, City Manager
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

June 24, 2025
Date: June 4, 2025
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Toby Wells, Director of Engineering Services Department / City Engineer SUBJECT: Measure L Master Funding Agreement FY 2025-2030 CONTACT: Toby Wells, Director of Engineering Services / City Engineer [email protected], 209-571-5542
DESCRIPTION:

Consider approving a Measure L Master Funding Agreement with Stanislaus Council of Governments (StanCOG) for Fiscal Year 2025-2030. (Funding Source: Measure L) STRATEGIC PLAN ELEMENT:

The recommended action supports the City’s 2025-2026 Strategic Plan Goal I to Promote trust and engagement between the community and the City by enhancing responsiveness, communicating broadly about City opportunities and challenges, and increasing public participation in municipal affairs.

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. StanCOG as the Local Transportation Authority administers the proceeds from the one-half cent sales tax.

DISCUSSION:

Prior to the disbursement of Measure L funds, StanCOG required that each of the local agencies enter into a “Measure L Master Funding Agreement.” This agreement delineated the requirements of the Measure L funds that are allocated to the jurisdictions within Stanislaus County for local streets and roads, traffic management and bike and pedestrian improvements, (collectively referred to as “Local Control Funds”) and Transit Provider funds for Transit Services, as authorized by the Measure L Expenditure Plan. Each of the member agencies of StanCOG (Stanislaus County and the cities of Ceres, Hughson, Modesto, Newman, Oakdale, Patterson, Riverbank, Turlock and Waterford) will be required to enter into the Measure L Master Funding Agreement prior to receiving Measure L fund disbursements.

The original agreement was approved by the StanCOG Policy Board on November 15, 2017. On December 12, 2017, by Resolution 2017-505, Council approved the Measure L Master Funding #12..
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City Council, June 24, 2025
Measure L Master Funding Agreement FY 2025-2030

Agreement. This agreement had an expiration date of June 30, 2020. On May 26, 2020, a new agreement was approved by City Council Resolution 2020-228, for the period of July 1, 2020 through June 30, 2025.

In order to continue receiving the locally controlled Measure L funds, the City must enter into a new agreement which will become effective on July 1, 2025 and expire on June 30, 2030. The StanCOG Policy Board approved the updated agreement on May 21, 2025.

The only significant change between the previous agreement and the proposed agreement is that this new agreement reflects changes to the distributions for MOVE Stanislaus to occur annually versus the previous monthly allocation and inclusion of the 1% Public Outreach funding allocation.

FISCAL IMPACT:

Entering into this funding agreement will allow the City to continue to receive its share of Measure L funds estimated to be approximately $14,000,000 per year.

COMMITTEE RECOMMENDATION:

This item was not presented to a Council Committee.

CEQA/NEPA REQUIREMENTS:

Not applicable.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving the Measure L Master Funding Agreement with the Stanislaus Council of Governments (StanCOG) for Fiscal Years 2025-2030 and authorizing the City Manager or his designee to execute the Agreement.

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

1. Resolution

2. Measure L Funding Agreement
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6/24/2025/ESD/TWells/ 1 2025-??

MODESTO CITY COUNCIL
RESOLUTION NO. 2025-XX

RESOLUTION APPROVING THE MEASURE L MASTER FUNDING

AGREEMENT WITH THE STANISLAUS COUNCIL OF GOVERNMENTS
(STANCOG) FOR FISCAL YEARS 2025-2030 AND AUTHORIZING THE CITY

MANAGER OR HIS DESIGNEE TO EXECUTE THE AGREEMENT
WHEREAS, on November 8, 2016 the voters of Stanislaus County approved Measure L thereby authorizing the Stanislaus Council of Governments (StanCOG), acting as the Stanislaus County Transportation Authority, to administer the proceeds from the one-half cent transaction and use tax (“Measure L”); and WHEREAS, the duration of the Measure L sales tax will be 25 years from the initial year of collection, which began April 1, 2017, with the tax to expire on March 31, 2042; and
WHEREAS, City of Modesto, is a recipient of Measure L funds; and WHEREAS, the Measure L Master Funding Agreement delineates the requirements of the Measure L funds that are allocated to the jurisdictions within Stanislaus County for local streets and roads, traffic management and bike and pedestrian improvements, (collectively referred to as “Local Control Funds”) as authorized by the Measure L Expenditure Plan; and
WHEREAS, each of the member agencies of StanCOG (Stanislaus County and the cities of Ceres, Hughson, Modesto, Newman, Oakdale, Patterson, Riverbank, Turlock and Waterford) are required to enter into the Measure L Master Funding Agreement prior to receiving Measure L fund disbursements; and
WHEREAS, the original agreement was approved by the StanCOG Policy Board on November 15, 2017. On December 12, 2017, by Resolution 2017-505, Council #12..
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6/24/2025/ESD/TWells/ 2 2025-??
approved the Measure L Master Funding Agreement. This agreement had an expiration date of June 30, 2020. On May 26, 2020, a new agreement was approved by City Council Resolution 2020-228, for the period of July 1, 2020 through June 30, 2025; and WHEREAS, in order to continue receiving the locally controlled Measure L funds, the City must enter into a new agreement which will become effective on July 1, 2025 and expire on June 30, 2030.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the Measure L Master Funding Agreement with the Stanislaus Council of Governments (StanCOG) for Fiscal Years 2025-2030.

BE IT FURTHER RESOLVED, that the City Manager, or his designee, is authorized to execute the Agreement, in a form approved by the City Attorney. #12..
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6/24/2025/ESD/TWells/ 3 2025-??
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 24th day of June, 2025, by Councilmember___, who moved its adoption, which motion being duly seconded by Councilmember ___, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST: _____________________________

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

BY: ________________________________
JOSE M. SANCHEZ, City Attorney
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MEASURE L MASTER FUNDING AGREEMENT

BETWEEN THE

STANISLAUS COUNCIL OF GOVERNMENTS

AND THE

CITY OF MODESTO
(FISCAL YEARS 2025 – 2030)
This Measure L Master Funding Agreement (“AGREEMENT”), effective July 1, 2025, is entered into by and between the Stanislaus Council of Governments, acting as the Stanislaus County Transportation Authority (“STANCOG” or the “Authority”), and the City of Modesto (“RECIPIENT”).

RECITALS
A. On November 8, 2016 the voters of Stanislaus County, pursuant to the provisions of the Local Transportation Authority and Improvement Act, California Public Utilities Code Section 180000 et seq. (the “Act”), approved Measure L, thereby authorizing STANCOG to administer the proceeds from the one-half cent transaction and use tax (“Measure L”).

B. The duration of the Measure L sales tax will be 25 years from the initial year of collection, which began April 1, 2017, with said tax to expire on March 31, 2042. The tax proceeds will be used to pay for the programs and projects outlined in the Stanislaus Council of Government’s Expenditure Plan (the “Measure L Expenditure Plan”), as it may be amended.

C. Measure L authorizes the Authority (STANCOG) to sell or issue bonds to finance and refinance the transportation projects identified in the Measure L Expenditure Plan. Costs associated with bonding will be borne only by the projects included in the Measure L Expenditure Plan.

D. This AGREEMENT delineates the requirements of the Measure L funds that are allocated to the jurisdictions within Stanislaus County for local streets and roads, traffic management and bike and pedestrian improvements, (collectively referred to as “Local Control Funds”) and Transit Provider funds for Transit Services, as authorized by the Measure L Expenditure Plan. The Local Control Funds recipients are Stanislaus County and the cities of Ceres, Hughson, Modesto, Newman, Oakdale, Patterson, Riverbank, Turlock, and Waterford.

E. The prior Measure L Master Funding agreement between the parties for the period July 1, 2020 – June 30, 2025, was approved by the STANCOG Policy Board on April 15, 2020.

NOW, THEREFORE, it is mutually agreed by and between the parties as follows:
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ARTICLE I: FUNDING ALLOCATIONS

1. This AGREEMENT authorizes the STANCOG to allocate the Local Control Funds derived from Measure L receipts to the RECIPIENT as described in the voter-approved Measure L Expenditure Plan and as summarized below by jurisdiction for each of the three different programs covered under Local Control Funds (Local Streets and Roads, Traffic Management, and Bike and Pedestrian Improvements). Local Control Funds comprise 65% of the Measure L receipts (after deducting the 1% Administrative Expense Cap authorized in the Measure L Ordinance and Expenditure Plan and the 1% Public Awareness Outreach Program authorized by the Policy Board).

Local Control Funds*
Ceres 6.36%
Hughson 1.26%
Modesto 35.79%
Newman 1.26%
Oakdale 3.86%
Patterson 4.55%
Riverbank 3.42%
Turlock 15.26%
Waterford 1.26%
Stanislaus County 26.98%
Total 100.00%
*Source: Measure L Expenditure Plan
The breakdown of the 65% of Local Control Funds by program is as follows: 50% to Local Streets and Roads; 10% to Traffic Management; and 5% to Bike and Pedestrian Improvements.

ARTICLE II: FUNDING PREREQUISITES AND REQUIREMENTS

1. RECIPIENT shall annually submit to STANCOG:
a. A copy of RECIPIENT’S adopted Capital Improvement Program (CIP), roadway resurfacing map, traffic management plan, pedestrian and bicycle plan, resolution, or other document adopted by RECIPIENT’S governing board which identifies all programs and projects RECIPIENT intends to fund, either partially or in full, with Measure L funds and which identifies the schedule for project delivery. If RECIPIENT amends its CIP, roadway resurfacing map, traffic management plan, pedestrian and bicycle plan, resolution, or other adopted document at any time during the year, it shall provide a copy of the amended document to STANCOG within 15 business days of adoption by RECIPIENT’S governing board. #12..
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b. Annual Maintenance of Effort (MOE) calculation demonstrating RECIPIENT’S compliance with MOE. The MOE calculation shall be based on the prior three fiscal years’ general fund spending on transportation purposes (local streets and roads) as reported to the State Controller’s Office. The MOE calculation shall be verified by an annual independent audit, conducted at RECIPIENT’S sole cost and expense. Adjustments to the MOE calculation may be made, subject to Authority approval, based upon the criteria stated in Section 9 of the Measure L Ordinance.
c. Any other documents or reports required to be submitted pursuant to the adopted Measure L Policies and Procedures, as may be amended.

2. If RECIPIENT has submitted all required documents and reports, STANCOG will disburse Measure L funds to RECIPIENT consistent with this AGREEMENT and in accordance with the adopted Measure L Policies and Procedures. RECIPIENT will receive Local Control Funds based on the percentage allocations summarized above and as set forth in the Measure L Expenditure Plan.

3. If RECIPIENT fails to comply with one or more of the requirements set forth in this Article II, STANCOG may withhold payment of Measure L funds to RECIPIENT until full compliance is achieved.

4. The governing body of the RECIPIENT will be the decision-making body for the use of the Local Control Funds within its jurisdiction.

5. Transit Providers (Transit Services) funds will be allocated 1.4% of the Measure L receipts (after deducting the 1% Administrative Expense Cap and the 1% Public Awareness Outreach Program) and will be disbursed to Transit Providers at least quarterly or as set forth in the Measure L Policies and Procedures, whichever provides more frequent disbursements. The Transit Providers are: Stanislaus Regional Transit Authority and Turlock Transit.

6. Percentage allocations identified in the Measure L Expenditure Plan are not subject to change unless two-thirds of the voters of Stanislaus County approve an amendment to the allocations.

7. The Measure L Ordinance and Expenditure Plan provide fund usage and eligibility guidelines by allocation category and RECIPIENT acknowledges and agrees that it shall comply with the provisions of the Measure L Ordinance and Expenditure Plan. The Measure L Ordinance and Expenditure Plan, as may be amended, is hereby incorporated in its entirety into this AGREEMENT by reference.

8. The StanCOG Policy Board has adopted Measure L Policies and Procedures which contain additional fund usage and eligibility guidelines and RECIPIENT acknowledges and #12..
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agrees that it shall comply with the provisions of the Measure L Policies and Procedures. The Measure L Policies and Procedures, as may be amended, are hereby incorporated in its entirety into this AGREEMENT by reference.

ARTICLE III: PAYMENTS AND EXPENDITURES
A. STANISLAUS COUNCIL OF GOVERNMENTS (STANCOG) DUTIES AND OBLIGATIONS

1. STANCOG shall remit to RECIPIENT its designated amount of Local Control Funds in accordance with this AGREEMENT.

2. STANCOG will provide a quarterly report to its Board of Directors which shall include all Measure L revenues distributed to each Recipient.

3. STANCOG shall provide for an independent annual audit of its Measure L financial statements including revenues and expenditures.

4. STANCOG shall provide timely notice to RECIPIENT prior to conducting an audit of expenditures made by RECIPIENT to determine whether such expenditures are in compliance with this Agreement, the Measure L Ordinance and Expenditure Plan, and the Measure L Policies and Procedures.

5. STANCOG shall provide a report, at least quarterly, to standing committees and the Board of Directors of the 1% for the Public Awareness Outreach Program which shall include an accounting of Measure L revenues and expenditures.

B. RECIPIENT’S DUTIES AND OBLIGATIONS

1. RECIPIENT shall expend all Measure L funds received in compliance with the Measure L Ordinance and Expenditure Plan, this AGREEMENT and the adopted Measure L Policies and Procedures.

2. RECIPIENT shall set up and maintain an appropriate system of accounts to report on Measure L funds received and spent. RECIPIENT must account for Measure L funds, including any interest received or accrued, separately for each program fund type, and from any other funds received from STANCOG. The accounting system shall provide adequate internal controls and audit trails to facilitate an annual compliance audit for each fund type and the respective usage and application of said funds.

3. RECIPIENT acknowledges and agrees that STANCOG and its representatives, agents and nominees shall have the absolute right at any reasonable time to inspect and copy any #12..
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accounting records related to Measure L funds, except to the extent specifically prohibited by applicable law.

4. RECIPIENT shall cooperate with STANCOG and its auditors as they conduct an annual independent audit of all of RECIPIENT’S Measure L accounts which audit shall be conducted at STANCOG’s sole cost and expense. RECIPIENT shall comply with the schedule and requests of STANCOG’s auditors to ensure timely and accurate completion of the audit.

5. RECIPIENT agrees to provide STANCOG each fiscal year with an adopted copy of its Capital Improvement Program, roadway resurfacing map, traffic management plan, pedestrian and bicycle plan, resolution, or other document adopted by RECIPIENT’S governing board which identifies all programs and projects containing a description of all the projects and tasks that Measure L funds will pay for over that fiscal year, schedule and cost information for each project in its entirety, and other funds that will match the Measure L allocation.

6. RECIPIENT hereby acknowledges and agrees to the Maintenance of Effort requirement set forth in Section 9 of the Measure L Ordinance. a. Pursuant to the intent of the Public Utilities Code section 180001, a jurisdiction cannot redirect monies currently being used for transportation purposes to other uses, and then replace the redirected funds with local street maintenance and improvement dollars from Measure L.
b. RECIPIENT hereby agrees to certify in the annual verification submitted to STANCOG that it has met the Maintenance of Effort requirement by demonstrating that the Measure L funds have been used to augment and not supplant local resources spent. The Maintenance of Effort calculation is set forth in Section 9.03 of the Measure L Ordinance and uses the RECIPIENT’s average general fund expenditures of the prior (3) three fiscal years spent for local transportation purposes.
c. RECIPIENT shall conduct an annual independent audit to verify that the Maintenance of Effort requirement was met by RECIPIENT. d. If RECIPIENT does not meet its Maintenance of Effort requirement in any given year it may have its Local Streets and Roads fund received pursuant to the Measure L Expenditure Plan reduced in the following year by the amount by which RECIPIENT did not meet its required Maintenance of Effort. Such funds shall be redistributed to the remaining eligible jurisdictions.

7. RECIPIENT hereby agrees to and accepts the formulas used in the allocation of Measure L, as reflected in the Measure L Expenditure Plan. #12..
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8. RECIPIENT agrees to comply with the reporting requirements set forth in this AGREEMENT.

C. OTHER CONSIDERATIONS

1. Transportation Purposes Only: RECIPIENT shall use all Measure L funds solely for transportation purposes as defined by the Measure L Ordinance and Expenditure Plan. If RECIPIENT violates this provision, it must fully reimburse all misspent funds, including all interest which would have been earned thereon. The interest which would have been earned will be calculated using the current interest rate earned on local agency monies on deposit with Stanislaus County.

2. Administrative and Staff Cost Limitations: Direct costs associated with the delivery of programs and projects funded by Measure L, including direct staff costs and consultant costs, are eligible uses of Measure L funds, unless otherwise limited by the adopted Measure L Policies and Procedures.
a. In situations where RECIPIENT acts as the project manager, project sponsor or the lead agency for delivery of a regional project identified in the Measure L Expenditure Plan, RECIPIENT will be required to enter into a Cooperative Agreement for that regional project and the reimbursement of administrative and staff costs will be addressed pursuant to the terms of that Agreement.
b. STANCOG does not allow the reimbursement of indirect costs, unless the RECIPIENT submits an Indirect Cost Allocation Plan which may be considered by the Caltrans Independent Office of Audits and Investigations, on a case by case basis, for approval of the identified indirect costs. If the Indirect Cost Allocation Plan is approved by Caltrans, the approved plan shall be submitted to STANCOG to allow for reimbursement of those approved indirect costs. Notwithstanding the foregoing, the following items are not eligible for Measure L reimbursement: activities related to obtaining matching funds for a project, activities related to general Measure L administration (not specific to the project), education or preparation performed by the project manager/sponsor (e.g., presentation to Rotary, Kiwanis, Lions Clubs, etc.), activities related to another project (regional) not covered in a Cooperative Agreement, even if it is a Measure L project.

3. Fund Exchange: RECIPIENT shall have the authority to loan its Measure L receipts allocated to it for Local Control Projects to other recipients for the implementation of needed transportation projects. All such fund exchanges shall be reviewed and accepted by STANCOG in accordance with the adopted Measure L Policies and Procedures. #12..
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4. CEQA: All projects funded with Measure L funds will be required to complete appropriate California Environmental Quality Act (CEQA) and other environmental review as required.

ARTICLE IV: REPORTING REQUIREMENTS
A. REQUIREMENTS AND WITHHOLDING
RECIPIENT shall comply with each of the reporting requirements set forth in this Article IV. If RECIPIENT fails to comply with one or more of these requirements, STANCOG may withhold payment of further Measure L funds to RECIPIENT until full compliance is achieved.

1. RECIPIENT shall submit to STANCOG on a monthly basis:
a. Monthly revenue and expenditure reports which identify the Measure L revenue received and expended by RECIPIENT. All reports shall identify the revenue and expenses by project identified in RECIPIENT’S CIP, roadway resurfacing map, traffic management plan, pedestrian and bicycle plan, resolution or other document adopted by RECIPIENT’S governing board.
b. Monthly report of Measure L fund cash balances held by RECIPIENT.

2. RECIPIENT shall submit to STANCOG quarterly milestone reports which provides a narrative of the progress of all of RECIPIENT’S projects utilizing Measure L funding.

3. RECIPIENT shall, by March 31st of each year, or other deadline provided at least sixty (60) days in advance by STANCOG or its auditors, submit to STANCOG, at the RECIPIENT’s expense, separate independently audited financial statements for the prior fiscal year ended June 30 of Measure L funds received and used.

4. RECIPIENT shall, by September 30th of each year, document expenditure activities and report on the performance of Measure L funded activities through the annual program compliance reporting process, or through other STANCOG performance and reporting processes as may be requested, including but not limited to the annual performance report, annual program plan and planning monitoring reports. This report shall be provided to StanCOG and the Measure L Citizens Oversight Committee within 90 days of the end of each fiscal year and shall include documentation as to whether or not RECIPIENT met the Maintenance of Effort requirement for that fiscal year.

5. RECIPIENT shall install or mount signage adjacent to each project or program in excess of $250,000 funded in whole or in part by Measure L funds identifying the project or program as being funded by Measure L revenues.
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6. RECIPIENT shall provide current and accurate information on RECIPIENT’s website, to inform the public about how RECIPIENT is using Measure L funds. This information shall also be provided to STANCOG for posting on the Measure L website http://www.stanislausmeasurel.com

7. RECIPIENT shall cooperate in a “Public Awareness Program”, in partnership with STANCOG as a means of ensuring that the public has access to information regarding which projects and programs are funded through Measure L funds.

8. RECIPIENT shall make its administrative officer or designated staff available upon request to render a report or answer any and all inquiries regarding RECIPIENT’s receipt, usage, and/or compliance audit findings regarding Measure L funds before the STANCOG Citizens Oversight Committee and/or Measure L Oversight Committee.

9. RECIPIENT agrees that STANCOG may review and/or evaluate all project(s) or program(s) funded pursuant to this AGREEMENT. This may include visits by representatives, agents or nominees of STANCOG to observe RECIPIENT’s project or program operations, to review project or program data and financial records, and to discuss the project with Recipient’s staff or governing board.

ARTICLE V: OTHER PROVISIONS
A. INDEMNITY BY RECIPIENT
Neither STANCOG, nor its governing body, elected officials, any officer, consultant, agent, or employee thereof shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by RECIPIENT in connection with the Measure L funds distributed to RECIPIENT pursuant to this AGREEMENT. It is also understood and agreed, pursuant to Government Code Section 895.4, RECIPIENT shall fully defend, indemnify and hold harmless STANCOG, its governing body, and all its officers, agents, and employees, from any liability imposed on STANCOG for injury (as defined in Government Code Section 810.8) occurring by reason of anything done or omitted to be done by RECIPIENT in connection with the Measure L funds distributed to RECIPIENT pursuant to this AGREEMENT.

B. INDEMNITY BY STANCOG
Neither RECIPIENT, nor its governing body, elected officials, any officer, consultant, agent, or employee thereof shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by STANCOG under or in connection with any work, authority or jurisdiction delegated to STANCOG under this AGREEMENT. It is also understood and agreed, pursuant to Government Code Section 895.4, STANCOG shall fully defend, #12..
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indemnify, and hold harmless RECIPIENT, and its governing body, elected officials, all its officers, agents, and employees from any liability imposed on RECIPIENT for injury (as defined in Government Code Section 810.8) occurring by reason of anything done or omitted to be done by STANCOG under or in connection with any work, authority or jurisdiction delegated to STANCOG under this AGREEMENT.

C. JURISDICTION AND VENUE
The laws of the State of California will govern the validity of this AGREEMENT, its interpretation and performance, and any other claims to which it relates. All legal actions arising out of this AGREEMENT shall be brought in a court of competent jurisdiction in Stanislaus County, California and the parties hereto hereby waive inconvenience of forum as an objection or defense to such venue.

D. ATTORNEYS’ FEES
Should it become necessary to enforce the terms of this AGREEMENT, the prevailing party shall be entitled to recover reasonable expenses and attorneys’ fees from the other party.

E. TERM
The term of this AGREEMENT shall be from July 1, 2025 to June 30, 2030, unless amended in writing or a new Master Funding Agreement is executed between STANCOG and RECIPIENT.

F. SEVERABILITY
If any provision of this AGREEMENT is found by a court of competent jurisdiction or, if applicable, an arbitrator, to be unenforceable, such provision shall not affect the other provisions of the AGREEMENT, but such unenforceable provisions shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permissible the intent of the parties set forth in this AGREEMENT.

G. MODIFICATION
This AGREEMENT, and its Exhibits, as well as the referenced Measure L Ordinance and the Expenditure Plan, and the Policies and Procedures, constitutes the entire AGREEMENT, supersedes all prior written or oral understandings regarding Measure L funds. This AGREEMENT may only be changed by a written amendment executed by both parties. #12..
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H. CONFLICT OF OR INCONSISTENT TERMS
If there is a conflict between this Agreement and the Policies and Procedures, the Policies and Procedures will control.
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IN WITNESS WHEREOF, the parties have executed this AGREEMENT by their duly authorized officers as of the date first written below.

CITY OF MODESTO STANISLAUS COUNCIL OF GOVERNMENTS
(STANCOG)
By: By:

Joseph P. Lopez Date
City Manager
Rosa De León Park Date
Executive Director
Approved as to Form: Reviewed as to Budget/Financial Controls:

By: By:

Jose M. Sanchez Date
City Attorney
Jean Foletta Date
Deputy Director of Operations
Attest: Approved as to Form:

By: __________________________________ By:

Diane Nayares-Perez Date
City Clerk
Monica Streeter Date
STANCOG General Counsel
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

June 24, 2025
Date: June 4, 2025
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Toby Wells, Director of Engineering Services / City Engineer SUBJECT: Will Serve Letter and Outside Service Agreement for Sewer service for 2204 Crows Landing Road
CONTACT: Jaspreet Mangat, Senior Civil Engineer, [email protected] 209-577-5253
DESCRIPTION:

Consider approving a Will Serve Letter and Outside Service Agreement with CLR Properties LLC, A California Limited Liability Company, to connect to the City of Modesto’s existing sewer system for the property located at 2204 Crows Landing Road (APN: 086-012-033). (Funding Sources:

Sewer Fund)
STRATEGIC PLAN ELEMENT:

The recommended action supports the City’s 2025-2026 Strategic Plan Goal D: Provide safe, efficient, and reliable infrastructure through proactive community investment, maintenance, and sustainability efforts.

BACKGROUND:

On May 22, 2012, by Resolution No. 2012-203, Council approved amending City Council Policy

5.002 relating to sewer service connections into unincorporated areas. On June 5, 2012, Council approved final adoption of Ordinance No. 3567-C.S. amending City Municipal Code Section 11-

1.05. Both amendments included language which required that the City Manager, upon the recommendation of the Director responsible for utility system planning, request Council approval for all extensions of sewer services into unincorporated areas.

On November 25, 2014, by Resolution No. 2014-473, Council approved amending City Council Policy 5.002. On December 9, 2014, the Council approved adoption of Ordinance No. 3612-C.S. amending City Municipal Code Section 11-1.05. Both amendments included language allowing the City Manager, upon the recommendation of the Director responsible for utility system planning, to approve standard agreements of service for extension of sewer services into certain unincorporated areas without Council approval. However, the subject parcel is not located within one of those designated areas and therefore requires Council approval prior to allowing the sewer connection.
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City Council, June 24,2025
Will Serve Letter and Outside Service Agreement for Sewer Service to 2204 Crows Landing Road

Sewer service may be granted to properties outside the City limits, as described in City Council Policy 5.002, if it is determined that it is reasonable for the City to extend sewer service to the property.

DISCUSSION:

CLR Properties LLC owns the property located at 2204 Crows Landing Road, which is outside the City’s boundaries but is within Modesto’s sphere of influence. CLR Properties LLC, submitted an application to the City to connect to City sewer system due to a failing septic tank.

Consistent with adopted LAFCO Policy 15, the extension of sewer service is proposed to remedy a health and safety concern for the existing development on the property with a failing septic tank.

Staff conducted an analysis and determined that it is reasonable to extend service to this property.

The property owner will enter into agreement to waive the right to protest annexation into the City, as required for sewer service outside the City limits.

FISCAL IMPACT:

Applicant will be subject to the following charges and fees:

1. Will Serve Letter for Sewer: $584.00

2. Outside Service agreement – Sewer: $255.00
The above fees will be deposited into the General Fund for staff time spent processing both the Will Serve Letter and Outside Service Agreement. There are no other direct impacts to the General Fund.

Sewer connection and capacity fees will be determined and collected at the time that the County building permit and city encroachment permit is issued, or a separate sewer permit is issued for the construction of the sewer line to the property.

COMMITTEE RECOMMENDATION:

This item was not presented to the committee.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving a Will Serve Letter and Outside Service Agreement with CLR Properties LLC, a California Limited Liability Company, to connect to the City of Modesto’s existing sewer system for the property located at 2204 Crows Landing Road (APN: 086-012-033) and authorizing the City Manager, or his designee, to the sign the Will Serve Letter and execute the Outside Service Agreement.

Approved by:

Toby Wells, Director of Engineering
Services / City Engineer
Joseph P. Lopez, City Manager
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City Council, June 24,2025
Will Serve Letter and Outside Service Agreement for Sewer Service to 2204 Crows Landing Road

Attachments:

1. Resolution

2. Sewer Will Serve Letter

3. Outside Service Agreement

4. GIS Map
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1 06/24/25/ESD/JMangat 2025-??

MODESTO CITY COUNCIL
RESOLUTION NO. 2025-XX

RESOLUTION APPROVING A WILL SERVE LETTER AND OUTSIDE

SERVICE AGREEMENT WITH CLR PROPERTIES LLC, A CALIFORNIA

LIMITED LIABILITY COMPANY, TO CONNECT TO THE CITY OF
MODESTO’S EXISTING SEWER SYSTEM FOR THE PROPERTY LOCATED AT 2204 CROWS LANDING ROAD (APN: 086-012-033), AND AUTHORIZING

THE CITY MANAGER, OR HIS DESIGNEE, TO THE SIGN THE WILL SERVE

LETTER AND EXECUTE THE OUTSIDE SERVICE AGREEMENT
WHEREAS, CLR Properties LLC owns a commercial property located at 2204 Crows Landing Road which is located outside of Modesto City Limits and within the City’s Sphere of Influence; and
WHEREAS, the property located at 2204 Crows Landing Road, is not connected to City’s sewer system and is requesting a sewer connection due to a failing septic system; and
WHEREAS, on November 25, 2014, City Council approved Resolution No. 2014-473 amending City Council Policy 5.002; and
WHEREAS, on December 9, 2014, City Council approved adoption of Ordinance No.3612-C.S. amending City of Modesto Municipal Code Section 11-1.05; and WHEREAS, both of these amendments included language allowing the City Manager, upon the recommendation of the Director responsible for utility system planning to approve standard agreements of service for extension of sewer services into certain unincorporated areas without City Council approval; and WHEREAS, the property located at 2204 Crows Landing Road is not located within one of those designated areas and therefore requires City Council approval prior to allowing the sewer connection; and
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WHEREAS, City staff has completed an analysis and determined that it is reasonable for the City of Modesto to provide sewer service to this property; and WHEREAS, pursuant to Government Code Section 56133, a city may provide extended services outside its jurisdictional boundaries only if it first requests and receives written approval from the Stanislaus Local Agency Formation Commission (LAFCO); and
WHEREAS, the sewer connection fees shall be paid and associated permits will be obtained prior to connecting to the City sewer system; and WHEREAS, the property owner signed an Outside Service Agreement for sewer service with the City as required to receive sewer service outside the City limits.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the Will Serve Letter and Outside Service Agreement for sewer service for the property located at 2204 Crows Landing Road (APN: 086-012-033) in Modesto.

BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to sign the Will Serve letter and execute the Outside Service Agreement for sewer service.
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The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 24th day of June, 2025, by Councilmember ?, who moved its adoption, which motion being duly seconded by Councilmember ?, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST: ____________________________

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

BY: ______________________________________
JOSE M. SANCHEZ, City Attorney
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2204-2210 CROWS LANDING RD
Jurisdiction
CERES

MODESTO
May 28, 2025
0 0.03 0.06 0.11 mi
0 0.04 0.09 0.17 km
1:2,400
Web AppBuilder for ArcGIS
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

June 24, 2025
Date: June 4, 2025
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Toby Wells, Director of Engineering Services / City Engineer SUBJECT: Congestion Mitigation and Air Quality (CMAQ) and Surface Transportation Block Grant Program (STBG) Application Request
CONTACT: Michael Sacuskie, Assistant City Engineer [email protected], 209-571-5552
DESCRIPTION:

Consider approving the submittal of up to eight (8) Federal Grant applications for Congestion Mitigation and Air Quality (CMAQ) and Surface Transportation Block Grant (STBG) Funds. (Funding Source: Federal CMAQ Grant Funds, Federal STBG Grant Funds and Local Funds – Measure L)
STRATEGIC PLAN ELEMENT:

The recommended action is consistent with the City of Modesto 2025-2026 Strategic Plan Goal D: Provide safe, efficient, and reliable infrastructure through proactive community investment, maintenance, and sustainability efforts.

BACKGROUND:

The Congestion Mitigation and Air Quality (CMAQ) program was implemented to support surface transportation projects and other related efforts contributing to the improvement of air quality and providing congestion relief. The Bipartisan Infrastructure Bill (BIL)1 continues the CMAQ program to provide a flexible funding source to State and Local governments for transportation projects and programs to help meet the requirements of the Clean Air Act2.

Funding is available to reduce congestion and improve air quality for nonattainment areas that do not meet the National Ambient Air Quality Standards (NAAQS) for ozone, carbon monoxide, or particulate matter (PM2.5 or PM10) and for maintenance areas, which are former nonattainment areas that are now in compliance. The Stanislaus region is currently designated as nonattainment for ozone and PM2.5 and as a maintenance area for PM10. 1 The Bipartisan Infrastructure Bill (BIL) -https://dot.ca.gov/programs/local-assistance/fed-and-state-programs/congestion-relief-program 2 Clean Air Act - https://dot.ca.gov/programs/environmental-analysis/air-quality/conformity-laws-regulations #14..
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City Council, June 24, 2025
Congestion Mitigation and Air Quality (CMAQ) and Surface Transportation Block Grant Program (STBG) Application Request

The Federal Government apportions funds as a lump sum to each State. The CMAQ apportionment for each state is then calculated based on a ratio specified by law as outlined in 23 U.S.C. 104(b)(4). StanCOG manages the CMAQ funds apportioned to the Stanislaus Region. Projects eligible for CMAQ funds must be transportation related, demonstrate emissions reduction, and must be in nonattainment or maintenance areas as outlined above.

The Surface Transportation Block Grant Program (STBG) provides flexible funding for a variety of transportation projects. Funds are provided by the Federal government to each state through the STBG program for road, transit, active transportation, and other transportation needs. In the State of California, these funds are administered by Caltrans, who distributes these funds to regional agencies, like the Stanislaus Council of Governments (StanCOG).

StanCOG typically announces a call for CMAQ and STBG application submissions every two (2) years. As with the last STBG call for projects, funds for the current cycle will be awarded based on a competitive application process. Similarly, as with previous cycles of CMAQ call for projects, the Federal Highway Administration (FHWA) requires a performance-based project selection process to determine which project submissions will receive CMAQ funding. The StanCOG Policy Board approved the Funding Round Guidelines on April 16, 2025.

On April 17, 2025, StanCOG announced the call for CMAQ and STBG projects for a four (4) fiscal year cycle for a total of approximately $41 million in competitive CMAQ funds and $49.7 million in competitive STBG funds available for Local Agencies and Transit Agencies for the 2027 through 2030 Federal Fiscal Years. The application deadline for the current Call for Projects for both the CMAQ and STBG programs is September 19, 2025.

Based on the distribution methodology adopted by the StanCOG Policy Board, the CMAQ program is geared towards providing a balanced program of transportation projects that will improve air quality in the region with a major emphasis placed on projects that support alternative modes of transportation, provide congestion relief measures, provide low-polluting transit vehicles and equipment, and provide new technologies/improvements geared towards providing a more efficient and safer transportation system. In addition, the StanCOG Policy Board directs the programming of STBG funds through a formal project selection process.

Project eligibility is outlined in 23 U.S.C. 133(b) and (c), with a few additional project types included as part of the Infrastructure Investment and Jobs Act (IIJA).

In previous CMAQ and STBG program cycles there was no maximum limit to the number of applications a local agency could submit. However, each project application had a cap of $1.2 million in grant funds. With increasing construction costs and the four-year timeframe for the current Call for Projects, available program funds have been divided into two (2) project categories: one for small projects with cap of $2 million in grant funds and one for large projects with a cap of $5 million in grant funds. Each local agency or transit agency can submit up to five (5) project applications in the small project category and up to three (3) applications in the large project category for a total maximum of eight (8) applications per agency. These eight (8) applications can be submitted as either CMAQ applications or STBG applications depending on the project type.

Projects awarded CMAQ and STBG funds require an 11.47% match of non-federal funds for all project phases. The match may be waived if the application utilizes Toll Credits, however this #14..
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City Council, June 24, 2025
Congestion Mitigation and Air Quality (CMAQ) and Surface Transportation Block Grant Program (STBG) Application Request

must be discussed with StanCOG staff prior to application submittal. However, with the competitive nature of the CMAQ and STBG funds, it is advantageous for a local agency to contribute higher than the minimum 11.47% local match to receive maximum points in the Additional Funds scoring category.

DISCUSSION:

A CMAQ and STBG call for projects is typically made every two (2) years. StanCOG will include successful project applications from the current Call for Projects in the Federal Transportation Improvement Program (FTIP) prior to agencies being able to submit for reimbursement of federal funds.

The intent of the CMAQ program is that funds be utilized for projects that will improve air quality and relieve congestion, while working within the parameters of the program that no roadway widening is to occur. The intent of the STBG program is that funds be expended on projects that improve safety for all roadway users including those who walk, bike, drive, and ride transit.

STBG funds are a relatively flexible source of funds, however they cannot be used on any type of facility classified as a local road or minor collector. CMAQ and STBG funds can be used for preliminary engineering, right-of-way acquisition, capital costs, and construction costs associated with eligible activities and must be obligated in the fiscal year they are programmed for.

Staff is evaluating potential projects based on need and the ability to receive highly competitive scores within the scoring guidelines adopted by StanCOG’s Policy Board. Upon completion of this analysis, City staff will select the project(s) that are most competitive with the CMAQ and STBG grant guidelines and match the priorities for the City. All applications will be submitted prior to the September 19, 2025, deadline.

FISCAL IMPACT:

CMAQ and STBG grant applications are typically submitted by the Traffic Engineering and Operations Division and the Transportation Engineering and Design Division. The cost to prepare the grant application to apply for funds will come from the operating budget of the respective divisions.

The minimum 11.47% local match required for any of the CMAQ and STBG application and any additional local match to make the application more competitive will come from the appropriate transportation fund. The local match funding source will be dependent on the project, but historically the match has come from Surface Transportation Funds which include the Gas Tax fund and the Measure L Local Control funds which includes categories for Local Streets & Roads, Traffic Management and Bike and Pedestrian.

If successful in securing CMAQ and/or STBG grant funding, the City of Modesto is committed to obligating funds and delivering the project(s) within the required timelines for the program funds.

CEQA/NEPA REQUIREMENTS:

Environmental review for this project will take place during the Preliminary Engineering phase of the project if the City is successful in securing CMAQ and STBG grant funds. #14..
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City Council, June 24, 2025
Congestion Mitigation and Air Quality (CMAQ) and Surface Transportation Block Grant Program (STBG) Application Request

COMMITTEE RECOMMENDATION:

This project was presented to the Economic Development Committee on June 2, 2025 and was recommended for forwarding to Council for approval.

RECOMMENDED COUNCIL ACTION:

Staff Recommendation:

Resolution approving the submittal of up to eight (8) Federal Grant applications for Congestion Mitigation and Air Quality (CMAQ) and Surface Transportation Block Grant (STBG) funds, and authorizing the City Manager, or his designee to execute all necessary grant documents.

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

1. Resolution
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06/24/2025/ENG/SACUSKIE 1 2025-

MODESTO CITY COUNCIL
RESOLUTION NO. 2025-
RESOLUTION APPROVING THE SUBMITTAL OF UP TO EIGHT (8)

FEDERAL GRANT APPLICATIONS FOR CONGESTION MIGITATION AND

AIR QUALITY (CMAQ) AND SURFACE TRANSPORTATION BLOCK GRANT (STBG) FUNDS, AND AUTHORIZING THE CITY MANAGER, OR HIS

DESIGNEE TO EXECUTE ALL NECESSARY GRANT DOCUMENTS
WHEREAS, the Congestion Mitigation and Air Quality (CMAQ) program was implemented to support surface transportation projects and other related efforts contributing to the improvement of air quality and providing congestion relief; and WHEREAS, the Bipartisan Infrastructure Bill (BIL) continues the CMAQ program to provide a flexible funding source to State and Local governments for transportation projects and programs to help meet the requirements of the Clean Air Act; and
WHEREAS, the Federal Government apportions funds as a lump sum to each State and Stanislaus Council of Governments (StanCOG) manages the CMAQ funds apportioned to the Stanislaus Region; and
WHEREAS, the Surface Transportation Block Grant Program (STBG) provides flexible funding for a variety of transportation projects; and WHEREAS, funds are provided by the Federal government to each state through the STBG program for road, transit, active transportation, and other transportation needs; and
WHEREAS, in the State of California, these funds are administered by Caltrans, who distributes these funds to regional agencies, like StanCOG; and WHEREAS, the StanCOG Policy Board approved the Funding Round Guidelines on April 16, 2025; and
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06/24/2025/ENG/SACUSKIE 2 2025-
WHEREAS, on April 17, 2025, StanCOG announced the call for CMAQ and STBG projects for a four (4) fiscal year cycle for a total of approximately $41 million in competitive CMAQ funds and $49.7 million in competitive STBG funds available for Local Agencies and Transit Agencies for the 2027 through 2030 Federal Fiscal Years; and
WHEREAS, the application deadline for the current Call for Projects for both the CMAQ and STBG programs is September 19, 2025; and
WHEREAS, based on the distribution methodology adopted by the StanCOG Policy Board, the CMAQ program is geared towards providing a balanced program of transportation projects that will improve air quality in the region with a major emphasis placed on projects that support alternative modes of transportation, provide congestion relief measures, provide low-polluting transit vehicles and equipment, and provide new technologies/improvements geared towards providing a more efficient and safer transportation system; and
WHEREAS, the StanCOG Policy Board directs the programming of STBG funds through a formal project selection process; and
WHEREAS, with increasing construction costs and the four-year timeframe for the current Call for Projects, available program funds have been divided into two (2) project categories: one for small projects with cap of $2 million in grant funds and one for large projects with a cap of $5 million in grant funds; and WHEREAS, each local agency or transit agency can submit up to five (5) project applications in the small project category and up to three (3) applications in the large project category for a total maximum of eight (8) applications per agency; and #14..
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06/24/2025/ENG/SACUSKIE 3 2025-
WHEREAS, these eight (8) applications can be submitted as either CMAQ applications or STBG applications depending on the project type; and WHEREAS, projects awarded CMAQ and STBG funds require an 11.47% match of non-federal funds for all project phases; and
WHEREAS, the minimum 11.47% local match required for any of the CMAQ and STBG application and any additional local match to make the application more competitive will come from the appropriate transportation fund; and WHEREAS, the local match funding source will be dependent on the project, but historically the match has come from Surface Transportation Funds which include the Gas Tax fund and the Measure L Local Control funds which includes categories for Local Streets & Roads, Traffic Management and Bike and Pedestrian; and WHEREAS, if successful in securing CMAQ and/or STBG grant funding, The City of Modesto is committed to obligating funds and delivering the project(s) within the required timelines for the program funds.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves submittal of up to eight (8) Federal Grant applications for Congestion Mitigation and Air Quality (CMAQ) and Surface Transportation Block Grant (STBG) funds.

BE IT FURTHER RESOLVED, that the City Manager, or his designee, is hereby authorized to execute all necessary grant documents. #14..
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06/24/2025/ENG/SACUSKIE 4 2025-
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 24th day of June, 2025, by Councilmember ?, who moved its adoption, which motion being duly seconded by Councilmember ?, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST: _____________________________

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

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

COUNCIL AGENDA REPORT
DATE OF MEETING:

June 24, 2025
Date: June 4, 2025
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Toby Wells, Director of Engineering Services/City Engineer SUBJECT: Purchase and Sale Agreement for the Hetch Hetchy and Claratina Avenue Structural Crossing Project
CONTACT: Michael Sacuskie, Assistant City Engineer, [email protected], 209-571-5552
DESCRIPTION:

Consider approving a Purchase and Sale Agreement with Central California Conference Association of Seventh Day Adventist Church for $260,000; a Grant Deed, a Grant of Temporary Construction Easement and a Quit Claim Deed for Grantor’s interest in the Hetch Hetchy right of way for the Hetch Hetchy and Claratina Avenue Structural Crossing Project. (Funding Source: Streets Capital Facility Fees)
STRATEGIC PLAN ELEMENT:

The recommended action supports the City’s 2020-2025 Strategic Plan Initiatives, Goal D:

Provide safe, efficient and reliable infrastructure through proactive community investment, maintenance and sustainability efforts.

BACKGROUND:

The Hetch Hetchy and Claratina Avenue Structural Crossing project intends to build a structural crossing as part of the widening of Claratina Avenue between McHenry Avenue and Coffee Road. To construct this project, the City is required to acquire property and Temporary Construction Easements (TCE’s) from property owners along Claratina Avenue.

On May 31, 2017, the City Manager approved an agreement with Associated Right of Way Services (ARWS) to provide negotiation and acquisition services for partial fee acquisitions and temporary construction easements for the project.

As project design progressed, ARWS identified the Central California Conference Association of Seventh Day Adventist Church located at 301 Claratina Avenue as one of the properties where right of way would need to be acquired. To accommodate the design of this project, the existing residence at A.P.N 082-009-003 needs to be acquired in its entirety along with a small portion of #15..
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City Council June 24, 2025
Purchase and Sale Agreement for Hetch Hetchy and
Claratina Avenue Structural Crossing Project

the property and a TCE. The residence was originally occupied by tenants and required relocation planning and assistance services as part of the property acquisition.

Relocation assistance was provided to the tenant in 2018 and the property has been vacant since then, however the Purchase and Sale Agreement with the Central California Conference Association of Seventh Day Adventist was not completed.

DISCUSSION:

To accommodate the design for the Hetch Hetchy and Claratina Avenue Structural Crossing project the acquisition of 11,005 square feet of fee simple right of way, 2,803 square feet of land in Hetch Hetchy right of way, to which the property owners hold certain surface rights, 7,085 square feet for a Temporary Construction Easement (TCE), and site improvements consisting of a 1,370 square foot single family residence from the parcel located at 301 Claratina Avenue are required. The area of acquisition represents a small portion of the total 6.59-acre parcel and is not anticipated to cause any hardships for the function of the Central California Conference Association of Seventh Day Adventist Church.

In May 2018, Valbridge Property Advisors as a sub-consultant of ARWS completed an appraisal report for this parcel for the proposed acquisition. Based on the appraisal, an initial offer was presented to the Central California Conference Association of Seventh Day Adventist Church.

At that time, negotiations with the tenant of the single-family resident on the parcel moved favorably, relocation services were provided, and the tenant vacated the property. However, negotiations with the Church did not move as quickly and although an agreement on the dollar value was reached, the purchase did not move forward at that time.

In 2023 the Church requested a new appraisal to adjust for current fair market value. The new appraisal was conducted in late 2023 by Valbridge Property Advisors and adjustments were made to the valuations based on current market value.

On November 18, 2024, the first written offer was sent to the Church in the amount of $260,000 for the property acquisition of fee simple right of way, the land in Hetch Hetchy right of way, the TCE, and site improvements of the single-family residence.

On January 28, 2025 the Church accepted the acquisition offer of $260,000 based on the appraised value. The preliminary estimated closing costs of $3,227 for the acquisition will be in addition to the compensation to the Church.

FISCAL IMPACT:

Capital Improvement Project (CIP) Account: 100945 – Hetch Hetchy and Claratina Avenue Structural Crossing project – funds for this property acquisition are available in this CIP account.

ANTICIPATED LAND EXPENDITURES:

0.253 acres (11,005 square feet) – Simple Fee Interest $16,405.00

0.163 acres (7,085 square feet) – Temporary Construction Easement $ 3,179.00

0.064 acres (2,803 square feet)– Hetch Hetchy Right of Way $ 416.00 1,370 Square Foot Single Family Residence $240,000.00
TOTAL ANTICIPATED LAND EXPENDITURES $260,000.00
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City Council June 24, 2025
Purchase and Sale Agreement for Hetch Hetchy and
Claratina Avenue Structural Crossing Project

COMMITTEE RECOMMENDATION:

The City Council considered the necessity of the acquisition and provided authority for the purchase during Closed Session on April 24, 2018, therefore committee approval was not required.

CEQA/NEPA REQUIREMENTS:

Environmental review has been provided through a Finding of Conformance (FOC) dated January 26, 2018. City of Modesto, as the lead agency, has determined this project is within the scope of the Master EIR (SCH#2007072023) and no new environmental document or Public Resources Code Section 21081 findings are required.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving a Purchase and Sale Agreement, Grant Deed, and Certificate of Acceptance with the Central California Conference Association of Seventh Day Adventist Church, a California Nonprofit Religious Corporation, for partial acquisition of an 11,005 square foot portion of real property, all of the Grantor’s interests and rights in a 2,803 square foot portion of land in Hetch Hetchy right of way, 7,085 square feet for a Temporary Construction Easement (TCE), and Severance Damages (consisting of removal of a 1,370 square foot single family residence) located at 301 Claratina Avenue (APN 082-009-003), in the amount of $260,000 plus closing costs for the Hetch Hetchy and Claratina Avenue Structural Crossing Project, and authorizing the City Manager, or his designee, to execute the Purchase and Sale Agreement, accept the Grant Deed and sign the Certificate of Acceptance for the partial acquisition of real property, sign the Grant of Temporary Construction Easement (TCE) Agreement and the Certificate of Acceptance for the Temporary Construction Easement (TCE), Accept the Quit Claim Deed and sign the Certificate of Acceptance of the Quit Claim Deed, and sign all related documents required to complete the sale and close escrow.

Approved by:

Toby Wells, Director of Engineering
Services/City Engineer

Joseph P. Lopez, City Manager
Attachments:

1. Resolution

2. Purchase and Sale Agreement with Central California conference Association of Seventh Day Adventist

3. Grant Deed (a-b)

4. Quit Claim Deed – Surface Rights from Church – Hetch Hetchy Right of Way

5. Certificate of Acceptance (a-c)
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6/24/2025/ESD/MSACUSKIE 1 2025-

MODESTO CITY COUNCIL
RESOLUTION NO. 2025-

RESOLUTION APPROVING A PURCHASE AND SALE AGREEMENT, GRANT

DEED, AND CERTIFICATE OF ACCEPTANCE WITH THE CENTRAL

CALIFORNIA CONFERENCE ASSOCIATION OF SEVENTH DAY

ADVENTIST CHURCH, A CALIFORNIA NONPROFIT RELIGIOUS
CORPORATION, FOR PARTIAL ACQUISITION OF AN 11,005 SQUARE FOOT PORTION OF REAL PROPERTY, ALL OF THE GRANTOR’S INTERESTS AND RIGHTS IN A 2,803 SQUARE FOOT PORTION OF LAND IN HETCH HETCHY RIGHT OF WAY, 7,085 SQUARE FEET FOR A TEMPORARY

CONSTRUCTION EASEMENT (TCE), AND SEVERANCE DAMAGES
(CONSISTING OF REMOVAL OF A 1,370 SQUARE FOOT SINGLE FAMILY RESIDENCE) LOCATED AT 301 CLARATINA AVENUE (APN 082-009-003), IN THE AMOUNT OF $260,000 PLUS CLOSING COSTS, FOR THE HETCH

HETCHY AND CLARATINA AVENUE STRUCTURAL CROSSING PROJECT,

AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO

EXECUTE THE PURCHASE AND SALE AGREEMENT, ACCEPT THE GRANT

DEED AND SIGN THE CERTIFICATE OF ACCEPTANCE OF THE PARTIAL

ACQUISISTION OF REAL PROPERTY, SIGN THE GRANT OF TEMPORARY

CONSTRUCTION EASEMENT (TCE) AGREEMENT AND CERTIFICATE OF

ACCEPTANCE FOR THE TEMPORARY CONSTRUCTION EASEMENT (TCE),

ACCEPT THE QUIT CLAIM DEED AND SIGN THE CERTIFICATE OF

ACCEPTANCE OF THE QUIT CLAIM DEED, AND SIGN ALL RELATED

DOCUMENTS REQUIRED TO COMPLETE THE SALE AND CLOSE ESCROW WHEREAS, Hetch Hetchy and Claratina Avenue Structural Crossing Project intends to build a structural crossing as part of the widening of Claratina Avenue between McHenry Avenue and Coffee Road; and
WHEREAS, to construct the project, the City is required to acquire property, and Temporary Construction Easements (TCE’s) from property owners along Claratina Avenue; and
WHEREAS, on May 31, 2017, the City Manager approved an agreement with Associated Right of Way Services (ARWS) to provide negotiation and acquisition services for partial fee acquisitions and temporary construction easements for the project; and
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6/24/2025/ESD/MSACUSKIE 2 2025-
WHEREAS, as the project progressed, ARWS identified the Central California Conference Association of Seventh Day Adventist Church located at 301 Claratina Avenue as one of the properties where right of way would need to be acquired; and WHEREAS, to accommodate the design of this project, the existing residence at APN 082-009-003 needs to be acquired in its entirety along with a small portion of the property and a TCE; and
WHEREAS, the residence was originally occupied by tenants and required relocation planning and assistance services as part of the property acquisition; and WHEREAS, in May 2018, Valbridge Property Advisors as a sub-consultant of ARWS completed an appraisal report for this parcel for the proposed acquisition; and WHEREAS, based on the appraisal, an initial offer was presented to the Central California Conference Association of Seventh Day Adventist Church; and WHEREAS, at that time, negotiations with the tenant of the single-family resident on the parcel moved favorably, relocation services were provided, and the tenant vacated the property; and
WHEREAS, however, negotiations with the Church did not move as quickly and although an agreement on the dollar value was reached, the purchase did not move forward at that time; and
WHEREAS, in 2023 the Church requested a new appraisal to adjust for current fair market value; and
WHEREAS, the new appraisal was conducted in late 2023 by Valbridge Property Advisors and adjustments were made to the valuations based on current market value; and
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6/24/2025/ESD/MSACUSKIE 3 2025-
WHEREAS, on November 18, 2024, the first written offer was sent to the Church in the amount of $260,000 for the property acquisition of fee simple right of way, the land in Hetch Hetchy right of way, the TCE, and site improvements of the single-family residence; and
WHEREAS, on January 28, 2025 the Church accepted the acquisition offer of $260,000 based on the appraised value; and
WHEREAS, the preliminary estimated closing costs of $3,227 for the acquisition will be in addition to the compensation to the Church; and WHEREAS, City staff is recommending acquisition of real property; and WHEREAS, an agreement is needed for the acquisition of the real property, and City staff recommends approving the Purchase and Sale Agreement for acquisition of the property; and
WHEREAS, a Grant Deed is required for the acquisition of real property and City Staff recommends approving the Grant Deed for acquisition of the property; and WHEREAS, Section 27281 of the Government Code requires a public agency to accept real property prior to the recordation of a deed or adopt a resolution accepting real property; and
WHEREAS, the City of Modesto desires to accept an 11,005 square foot portion of real property owned by the Central California Conference Association of Seventh Day Adventist Church, for the partial acquisition of property interests located at 301 Claratina Avenue (APN 082-009-003); and
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6/24/2025/ESD/MSACUSKIE 4 2025-
WHEREAS, a Temporary Construction Easement (TCE) is needed for the construction of this project, and City staff recommends approving the grant of Temporary Construction Easement Agreement; and
WHEREAS, the City of Modesto desires to accept a 7,085 square foot Temporary Construction Easement (TCE); and
WHEREAS, a Quit Claim Deed is required for the acquisition of the grantor’s surface rights associated with a 2,803 square foot portion of property within Hetch Hetchy right of way; and
WHEREAS, City staff recommends approving the Quit Claim Deed and accepting the grantor’s surface rights within a 2,803 square foot portion of real property within Hetch Hetchy right of way for the Hetch Hetchy and Claratina Avenue Structural Crossing Project.

NOW, THEREFORE BE IT RESOLVED, by the Council of the City of Modesto that it hereby approves a Purchase and Sale Agreement, Grant Deed and Certificate of Acceptance with Central California Conference Association of Seventh Day Adventist Church for partial acquisition of an 11,005 square foot portion of real property, all of the Grantor’s interests and rights in a 2,803 square foot portion of land in Hetch Hetchy right of way, 7,085 square feet for a Temporary Construction Easement (TCE), and Severance Damages (consisting of removal of a 1,370 square foot single family residence) located at 301 Claratina Avenue (APN 082-009-003), in the amount of $260,000 plus closing costs for the Hetch Hetchy and Claratina Avenue Structural Crossing project.

BE IT FURTHER RESOLVED, that the City Manager, or his designee, is hereby authorized to execute the Purchase and Sale Agreement, accept the Grant Deed and sign #15..
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6/24/2025/ESD/MSACUSKIE 5 2025-
the Certificate of Acceptance for the partial acquisition of real property, sign the Grant of Temporary Construction Easement (TCE) Agreement and the Certificate of Acceptance for the Temporary Construction Easement (TCE), accept the Quit Claim Deed and sign the Certificate of Acceptance of the Quit Claim Deed, and sign all related documents required to complete the sale and close escrow.

The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 24th day of June, 2025, by Councilmember ?, who moved its adoption, which motion being duly seconded by Councilmember ?, was upon roll call carried and the resolution adopted by the following vote:

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

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

BY:

JOSE M. SANCHEZ, City Attorney
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P a g e 1 | 1

QUITCLAIM DEED
APN: 082-009-003 (Portion of)

CERTIFICATE OF ACCEPTANCE
(Pursuant to Government Code §27281)
This is to certify that the interest in real property conveyed by the Quitclaim Deed from Central California Conference of Seventh-Day Adventist, a California nonprofit religious corporation formerly known as, and which took title as Central California Conference Association of Seventh Day Adventist, a Religious Corporation to the City of Modesto, a municipal corporation, hereby releasing all interests and rights in land located within Hetch Hetchy Right-of-Way (Assessor’s Parcel Number: 082-009-003) situated in the City of Modesto, California is hereby accepted on behalf of the City of Modesto by its City Manager pursuant to authority conferred by Resolution No. 2025- _____ , adopted by order of the Modesto, City Council on , 20______, and the Grantee consents to recordation thereof by its duly authorized officer.

Dated: _____________________ By: _____________________________ JOSEPH P. LOPEZ, City Manager
ATTEST:

By:

Diane Nayares-Perez, City Clerk
2957169.1
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

June 24, 2025
Date: June 3, 2025
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Toby Wells, Director of Engineering Services/City Engineer SUBJECT: Construction Contract for Park Turf Reduction, Phase 2 CONTACT: Nathan Houx, Parks Planning and Development Manager, [email protected], 209-571-5526
DESCRIPTION:

Consider approving the Plans and Specifications for the Park Turf Reduction, Phase 2 Project, and awarding a Construction Contract to Marina Landscape, Inc., of Orange, CA, in an amount not to exceed $1,029,236. (Funding Source: Urban Community Drought Relief Grant Program) STRATEGIC PLAN ELEMENT:

This item is consistent with the following 2025-2026 Strategic Plan Area of Focus: Quality of Life.

BACKGROUND:

In June of 2022, the California State Legislature amended the Budget Act of 2021 allocating $545 million in additional funding to the Department of Water Resources (DWR) for the purpose of awarding drought relief grants to secure the future of California’s water supply and to protect fish and wildlife resources.

On February 14, 2023, by Resolution 2023-60, Council authorized staff to apply for the 2022 Urban Community Drought Relief Program through the Department of Water Resources (DWR).

The City was notified in June of 2023 that the grant application was successful and that funding of $3,359,922 would be awarded to the City; $800,000 for the Turf Replacement Customer Rebate Program and $2,559,922 for the Park Turf Replacement Project.

The City of Modesto operates and maintains 76 parks consisting of 1,246 acres of recreation features, trails, and open space for the city’s population of approximately 214,000 people.

Through the Park Turf Replacement Project, the City proposes to remove and replace approximately 16 acres of non-functional turf grass at 21 parks with drought tolerant and permeable groundcover for an estimated water savings of approximately 21 million gallons of water annually.
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City Council, June 24, 2025
Construction Contract for Park Turf Reduction, Phase 2

Phase 1 of the Park Turf Reduction Project, awarded by Council on December 5, 2023, by Resolution 2023-521, removed approximately 3.25 acres of turf at four parks: Orchard Park, Moran Estates Park, East La Loma Park, and Chrysler Park. The water savings anticipated due to the Phase 1 project is approximately 4,235,000 gallons annually.

Phase 2 of the Park Turf Reduction Project will continue the momentum of Phase 1 and will remove an additional 8.3 acres of turf at nine parks: Brewers Rose Park, Charles M. Sharp Park, Creekwood Park, James Marshall Park, Mark Twain Park, Muncy Park, Robertson Road Park, Stockard Coffee Park, and Woodrow Park. The water savings anticipated due to the Phase 2 project is approximately 10,870,000 gallons annually. Phase 3 of the Park Turf Reduction Projects will begin design shortly and is planned in fiscal year 25/26.

Turf removal provides both short-term and long-term water conservation benefits essential to creating a sustainable water supply. Replacing turf with low water use plants and permeable ground cover will provide a sustainable reduction in water use that is consistent through both drought and non-drought periods.

DISCUSSION:

The Phase 2 project was advertised for bids on May 1, 2025, on OpenGov. Bids were publicly opened on May 20, 2025, pursuant to City Charter Section 1307, and one bid was received.

Marina Landscape, Inc., of Orange, CA, was determined to be the responsible bidder with the lowest responsive bid. The bid tabulation is attached, and a summary of the bids is below:

The bid analysis is:

Number of bids received 1
Number of bids within 10% of engineer’s estimate 0
Number of bids above the engineer’s estimate 0
Number of bids below the engineer’s estimate 1
Percent low bid is below the engineer’s estimate 22.45% Although broader participation was expected, only one bid was received for this project. The bid of $935,669 received from Marina Landscape, Inc., of Orange, CA was 22.45% below the engineer’s estimate which is a competitive price for the scope of work.

Modesto Municipal Code Section 8-3.203 generally requires all purchases which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid. The award of contract for the construction of the Park Turf Reduction, Phase 2, to Marina Landscape, Inc., of Orange, CA, conforms to the Modesto Municipal Code because the City complied with the formal bid procedures and Marina Landscape, Inc., of Orange, CA, was the lowest responsive and responsible bidder.

The City’s “Change Order Approval Policy” enacted by Council Resolution No. 1994-443 on July 19, 1994, revised on July 9, 2019, by Council Resolution No. 2019-326, and revised a second time on September 12, 2023, by Council Resolution No. 2023-405, established a contract change order authority of 10% for construction contracts up to $10,000,000. Staff is requesting the Engineering Services Director’s Authority to issue change orders of 10% ($93,567) of the construction contract amount.
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City Council, June 24, 2025
Construction Contract for Park Turf Reduction, Phase 2

While the contingency policy is utilized for each construction contract awarded by the City, it is not written into each contract, nor is it a guaranteed amount included in the final compensation to the contractor. Prior to bidding a project, staff works diligently to ensure that all projects and bid packages contain well-defined scopes of work and that all projects stay within budget.

FISCAL IMPACT:

Funding for this project is budgeted in Capital Improvement Project (CIP) account #101555 (PRN – 2022 Urban Drought Relief Program). The expense budget for the project, shall be as outlined below:

ESTIMATED CONSTRUCTION EXPENSES
Construction $ 935,669
Construction Contingency (10%) $ 93,567
Construction Administration – City Staff (10%) $ 93,567 Design Support During Construction and Permitting (5%) $ 46,783 Total Estimated Project Cost $ 1,169,586
COMMITTEE RECOMMENDATION:

On January 13, 2025, this project was one of several park construction projects presented to the Safety & Communities Committee for consideration to minimize the time between bidding and Council award. The Committee approved the item to be forwarded to Council for approval.

CEQA/NEPA REQUIREMENTS:

City staff prepared a Notice of Exemption No. EA/PR&N 2025-01, and the project is categorical exempt under CEQA Section,15302: Replacement or Reconstruction.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving the Plans and Specifications for the Park Turf Reduction, Phase 2 Project, and awarding a Construction Contract to Marina Landscape, Inc., of Orange, CA, in the amount of $935,669 plus $93,567 in contingency (if needed), for a total amount not to exceed $1,029,236 and authorizing the City Manager, or his designee, to execute the Contract.

Approved by:

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

1. Resolution for Construction Contract

2. Agreement – Marina Landscape, Inc.

3. Bid Tabulation

4. Financial Interest Disclosure Form
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06/24/25/ENG/NHoux/Item XX 1 2025-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2025-

RESOLUTION APPROVING THE PLANS AND SPECIFICATIONS FOR THE PARK TURF REDUCTION, PHASE 2 PROJECT, AND AWARDING A
CONSTRUCTION CONTRACT TO MARINA LANDSCAPE, INC., OF ORANGE, CA, IN THE AMOUNT OF $935,669 PLUS $93,567 IN CONTINGENCY (IF NEEDED), FOR A TOTAL AMOUNT NOT TO EXCEED $1,029,236 AND

AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE

THE CONTRACT
WHEREAS, in June of 2022, the California State Legislature amended the Budget Act of 2021 allocating $545 million in additional funding to the Department of Water Resources (DWR) for the purpose of awarding drought relief grants to secure the future of California’s water supply and to protect fish and wildlife resources; and WHEREAS, on February 14, 2023, by Resolution 2023-60, Council authorized staff to apply for the 2022 Urban Community Drought Relief Program through the Department of Water Resources (DWR); and
WHEREAS, the City was notified in June of 2023 that the grant application was successful and that funding of $3,359,922 would be awarded to the City; $800,000 for the Turf Replacement Customer Rebate Program and $2,559,922 for the Park Turf Replacement Project; and
WHEREAS, Phase 1 of the Park Turf Reduction Project, awarded by Council on December 5, 2023, by Resolution 2023-521, removed approximately 3.25 acres of turf at four parks: Orchard Park, Moran Estates Park, East La Loma Park, and Chrysler Park; and
WHEREAS, Phase 2 of the Park Turf Reduction Project will continue the momentum of Phase 1 and will remove an additional 8.3 acres of turf at nine parks:

Brewers Rose Park, Charles M. Sharp Park, Creekwood Park, James Marshall Park, Mark #16..
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06/24/25/ENG/NHoux/Item XX 2 2025-XX
Twain Park, Muncy Park, Robertson Road Park, Stockard Coffee Park, and Woodrow Park; and
WHEREAS, the Phase 2 project was advertised for bids on May 1, 2025; and WHEREAS, bids were publicly opened on May 20, 2025, pursuant to City Charter Section 1307, and one bid was received; and
WHEREAS, Marina Landscape, Inc., of Orange, CA, was determined to be the responsible bidder with the lowest responsive bid; and
WHEREAS, Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid; and
WHEREAS, the award of contract for the construction of the Park Turf Reduction, Phase 1 Project, to Marina Landscape, Inc., of Orange, CA, conforms to Modesto Municipal Code, 8-3.203; and
WHEREAS, staff recommends awarding the contract to Marina Landscape, Inc. of Orange, CA.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the plans and specifications for the Park Turf Reduction, Phase 2 Project, and awards a construction contract to Marina Landscape, Inc., of Orange, CA, in the amount of $935,669 plus $93,567 in contingency (if needed), for a total amount not to exceed $1,029,236.

BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to execute the contract, in a form approved by the City Attorney. #16..
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06/24/25/ENG/NHoux/Item XX 3 2025-XX
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 24th day of June 2025, by Councilmember , who moved its adoption, which motion being duly seconded by Councilmember , was upon roll call carried and the resolution adopted by the following votes:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST: ________________________________

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

BY: _____________________________________
JOSE M. SANCHEZ, City Attorney
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-1- City of Modesto
Park Turf Reduction, Phase 2

CONTRACT
This Agreement, made and entered into in the City of Modesto, County of Stanislaus, State of California, this 24th day of June, 2025, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called City, and Marina Landscape, Inc., a California S Corporation, hereinafter called Contractor, RECITALS :

WHEREAS, the City Manager of the City of Modesto, authorized the call for bids, approved the Plans and Specifications prepared under the direction of the Director of Engineering Services Department for the PARK TURF REDUCTION, PHASE 2 project and directed the City Clerk to advertise for sealed bids for doing said work and providing that bids be submitted on the 20th day of May, 2025; and
WHEREAS, the City Clerk, thereafter duly and regularly caused a notice to be published in the manner and for the time prescribed by law; and WHEREAS, Contractor, pursuant to the provisions of said notice duly filed a bid with the City Clerk, a true copy of which is now on file in the office of the City Clerk of the City of Modesto, and is hereby referred to and by this reference made a part hereof as fully as if set forth at length herein; and
WHEREAS, all bids received pursuant to said notice were opened and examined and publicly declared at the time specified in said advertisement for bids and at a regular meeting of the City Council held on the 24th day of June, 2025 by Resolution 2025-____ the Council found and declared the bid of Contractor to be the lowest responsive bid and thereupon awarded a Contract to Contractor to do the Work referred to in the aforementioned Plans and Specifications.
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-2- City of Modesto
Park Turf Reduction, Phase 2
NOW, THEREFORE, the parties hereto mutually agree as follows:

1. SCOPE OF WORK, hereinafter called the Work.
a. Contractor shall furnish all labor, materials and equipment necessary to complete the Work as specified in the Plans and Specifications entitled PARK TURF REDUCTION, PHASE 2, City of Modesto, Engineering Services Department, Project Number 2025-19, and in strict accordance with the conditions of the complete Contract Documents. All incidental Work not included in the Contract Documents or specified herein which is necessary to complete the Work so as to provide the system described, or shown, shall be furnished and installed as part of this Agreement at no additional cost to the City. The Work shall be complete and ready for service as described in the Contract Documents to the satisfaction of the Director of Engineering Services.
b. Contractor shall do and perform the Work contemplated hereby in a good and workmanlike manner under the direction of and to the satisfaction of the Director of Engineering Services of the City of Modesto.
c. Contractor shall do and perform the Work contemplated hereby and shall furnish all labor, materials, tools and equipment therefore at the prices herein specified to, wit:

CONTRACTOR’S BID
Item
No.

Item Description Unit of
Measure
Estimated
Quantity
Unit Price
(Figures)
Total Price
(Figures)

1. Site Preparation LS 1 $219,100.00 $219,100.00

2. Tree Removal EA 4 $2,700.00 $10,800.00

3. Selective Demolition LS 1 $56,000.00 $56,000.00

4. Water Pollution Control Plan
(WPCP)
LS 1 $8,000.00 $8,000.00

5. 6" Concrete Mow Curb LF 403 $75.00 $30,225.00

6. 3" Decomposed Granite Paving SF 6,172 $8.00 $49,376.00 #16..
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-3- City of Modesto
Park Turf Reduction, Phase 2
Item
No.

Item Description Unit of
Measure
Estimated
Quantity
Unit Price
(Figures)
Total Price
(Figures)

7. Irrigation Remote Control Valve EA 51 $500.00 $25,500.00

8. Irrigation Pop-Up Rotary Spray EA 450 $50.00 $22,500.00

9. Irrigation Lateral Line LF 22,210 $6.00 $133,260.00

10. Irrigation Point Source Bubblers EA 1,125 $20.00 $22,500.00

11. Landscape Soil Preparation SF 121,965 $0.20 $24,393.00

12. Container Planting, 1-Gallon EA 151 $15.00 $2,265.00

13. Container Planting, 2-Gallon EA 55 $25.00 $1,375.00

14. Container Planting, 5-Gallon EA 762 $35.00 $26,670.00

15. Container Planting, 15-Gallon
Tree
EA 33 $185.00 $6,105.00

16. Organic Soil Amendment CY 378 $25.00 $9,450.00

17. 3" Bark Mulch CY 3,742 $75.00 $280,650.00

18. Landscape Establishment and
Maintenance (Monthly)
EA 3 $2,500.00 $7,500.00
TOTAL BID $935,669.00

2. CONTRACT DOCUMENTS. The complete Agreement between the parties consists of the documents listed below, including any addenda to these documents. The documents are complementary and provide for a complete work; if a discrepancy exists, the governing rank of the documents is set forth, in descending order:
a. Executed and signed, written Agreement;
b. Section 008000 Amendments and Supplements to the General Provisions c. All other sections of the Project Specifications;
d. Project Plans;
e. City Standard Details; current edition
f. City Standard Specifications; current edition
g. Revised State Standard Specifications;
h. State Standard Specifications;
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-4- City of Modesto
Park Turf Reduction, Phase 2
i. Revised State Standard Plans;
j. State Standard Plans; and
k. All required Bonds.

All documents specified above are intended to operate so that any component of the Work called for in one and not mentioned in any other, or vice versa, is to be executed the same as if mentioned in all of the documents. The listed documents comprise the Contract Documents.

3. COMMENCEMENT AND COMPLETION OF THE WORK. The Work
contemplated herein shall be commenced on the date specified in the Notice to Proceed for this Agreement. Completion of the work shall comply with the Specification. The Notice to Proceed shall not be issued until the Director of Engineering Services receives and has on file:
a. Proofs of insurance (approved by City Risk Manager), b. Bonds (approved by the City Attorney),
c. City of Modesto Business License, and
d. Executed Agreement.

Contractor will not be held responsible for failure to complete the Work within the specified time if delay is due to matters beyond its reasonable control. Contractor shall make all good faith attempts to overcome or to minimize such matters, and to finish the Work in the shortest reasonable amount of time.

4. PAYMENT. Payment for the Work to be done under this Agreement shall be at the price set forth in Section 1 hereof, and in accordance with the Contract Documents, which are incorporated herein by this reference. #16..
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Park Turf Reduction, Phase 2

5. INDEMNITY. The Contractor shall hold the City, its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of Contractor, or its agents, officers, employees, or volunteers relating to or during the performance of its obligations under this Agreement. This provision does not apply to claims, loss, liability, damage or expense arising from (a) the sole negligence or willful misconduct of the City, or (b) the 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 in this Agreement for Contractor to procure and maintain a policy of insurance.

6. 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 Exhibit A, attached hereto and incorporated herein, and shall otherwise comply with the other provisions of Exhibit A. Contractor is responsible for uploading updated insurance documentation to the City’s “PINS Advantage” program.
a. Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance as required by Exhibit A for the duration of the project and through acceptance by City Council.

7. BONDS. The Contractor shall furnish City the following separate surety bonds:
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Park Turf Reduction, Phase 2
a. Performance Bond. Within 5 business days after receipt of the Notice of Award and prior to commencement of Work, the Contractor shall furnish a separate surety bond in an amount equal to one hundred percent (100%) of the Agreement price, shall be for the faithful performance of the Agreement, shall be approved by City, and shall be secured from a surety or sureties satisfactory to City.
b. Payment Bond. Within 5 business days after receipt of the Notice of Award and prior to commencement of Work, the Contractor shall furnish a separate surety bond in an amount at least equal to one hundred percent (100%) of the Agreement price as security for the payment of all persons for furnishing materials, provisions, or other supplies, or items, used in, upon, for, or about the performance of the Work contracted to be done; or for performing any work or labor thereon of any kind, and for the payment of amounts due under the Unemployment Insurance Code with respect to such work or labor in connection with this Agreement, and for the payment of a reasonable attorney's fee to be fixed by the court in case suit is brought upon the bond.
c. Warranty Bond. Prior to issuance of a Notice of Completion for the contracted work, Contractor shall file with the City a Warranty Bond or equivalent security in the amount of ten percent (10%) of the estimated cost of the contracted work to guaranty and warranty the contracted work for a period of one (1) year following City Council acceptance thereof against any defective work or labor done, or defective materials furnished.

8. COMPLIANCE WITH ALL LAWS. Contractor hereby agrees that it and all subcontractors, if any, in the performance of the work described, designated and shown upon the Contract Documents herein referred to, 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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-7- City of Modesto
Park Turf Reduction, Phase 2

9. TERMINATION OF AGREEMENT.

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

If this Agreement is terminated, Contractor shall cease all its work on the project as of the termination date and shall see to it that its employees, subcontractors and agents are notified of such termination and cease their work.

The 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 City as of the termination date.

Termination by City for Convenience
The City may terminate the Contractor's performance under the Agreement, either in whole or in part, at its own discretion or when conditions encountered during the Work make it impossible or impracticable to proceed, or when the City is prevented from proceeding with the Agreement by act of God, by law, or by official action of a public authority, or upon a determination that such termination is in the best interest and convenience of the City, or whenever the City is prohibited from completing the Work for any reason. The City shall provide no less than ten (10) days written notice of its intent to terminate the Agreement for #16..
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Park Turf Reduction, Phase 2
convenience, and shall endeavor to provide the Contractor with consultation with the City prior to termination.

A. Upon receipt of a written Notice of Termination pursuant to this section, the Contractor shall:

1. 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;

2. Terminate all orders and Subcontractors except as
necessary to complete any portion of the Work that is not terminated;

3. 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 subcontractors, but in no event shall recovery by any Contractor or subcontractor include lost profits for portions of the Work not completed or
undertaken, including materials not delivered;

4. 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 Work
whether completed or in process;
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Park Turf Reduction, Phase 2

5. Settle outstanding liabilities and claims, subject to the approval of City;

6. Complete performance of such part of the Work as has not been terminated;

7. Take such other actions as may be necessary, or as may be directed by the City for the protection and preservation of the Work and/or property related to the Work;

8. 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 project.

B. City will pay Contractor an amount based on the percentage of work 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:

1. Any actual costs incurred by the Contractor for restocking charges;

2. The agreed upon price of protecting the Work in any
manner, if any, as directed by the City;

3. The cost of settling and paying valid claims arising out of the termination of the Work such as subcontract
agreements or contracts for materials;

4. The Agreement price allocable to the portion of the Work properly performed or goods supplied by the Contractor as #16..
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Park Turf Reduction, Phase 2
of the date of termination, as determined in accordance with the Notice of Termination, reduced by any sums
previously paid to the Contractor.

C. The City shall have the right to withhold any portion or the whole of the final payment under this provision in the event there are any outstanding Claims for compensation asserted either by the City against the Contractor or by any third party against the City or the Contractor which arise out of the Contractor's work.

Authorization to Terminate Agreement
Termination of the Agreement may be invoked by the City Manager, or his/her designee, subject to the right of the Contractor to appeal the City Manager, or his/her designee’s, decision to the City Council. The Contractor shall appeal by notifying the City Clerk in writing within ten (10) business days of receipt of notification from City to terminate the Agreement. In the event that termination of this Agreement is upheld by the City Council, any valid claims for delay shall be retroactive to the date of termination selected by the City Manager, or his/her designee.

10. NOTICES. Any notice, payment or instrument required or permitted by this Agreement to be given 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: Marina Landscape, Inc.

Attn: Robert B. Cowan
3707 W. Garden Grove Boulevard
Orange, CA 92868
Phone (714) 939-6600, Fax (714) 935-1199

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-11- City of Modesto
Park Turf Reduction, Phase 2
City: City of Modesto
Director of Engineering Services
P.O. Box 642
Modesto, CA 95353
Phone (209) 577-5444, Fax (209) 577-4302

Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

11. WORKFORCE REQUIREMENTS. Contractor included both a signed Local Hire Certification as well as a Skilled and Trained Workforce Certification with its bid, and such certifications are incorporated herein by reference. Contractor shall comply with all applicable requirements, including record keeping requirements, of Articles 7 and 8 of Chapter 3 of the Modesto Municipal Code.

12. EXECUTION OF AGREEMENT. The undersigned signatory(ies) for Contractor warrant(s) and represent(s) that he/she/they is/are legally competent to execute the Agreement and has/have full authority to execute this Agreement.

13. DISPUTE RESOLUTION. All claims, controversies, or disputes arising out of or relating to this Agreement, including its performance by either party, shall be finally resolved by arbitration in accordance with the Contract Documents.

14. MISCELLANEOUS. Time is of the essence of this Agreement. #16..
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-12- City of Modesto
Park Turf Reduction, Phase 2
IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement in duplicate by its City Manager and attestation by its City Clerk under authority of Resolution No. 2025-________ adopted by the Council of the City of Modesto on the 24th day of June, 2025, and Contractor has caused this Agreement to be duly executed.

CITY OF MODESTO, MARINA LANDSCAPE, INC.,
A California municipal corporation a California S Corporation

By _____________________________ By ________________________________ JOSEPH P. LOPEZ, City Manager Name Title

By ________________________________
Name Title
Federal ID #95-3760820
ATTEST:
(Seal)
By
DIANE NAYARES-PEREZ, CMC, City Clerk
APPROVED AS TO FORM:

By ________________________________
JOSE M. SANCHEZ, City Attorney

APPROVED AS TO FORM:

By ____________________________________
MATTHEW J. BRALEY, Risk Manager

Revised 11/25/2024
* Corporations - signature of two (2) officers
required or one (1) officer plus corporate seal.

Partnership - signature of a partner required
Sole Proprietorship - signature of proprietor
required
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Exhibit A -1 City of Modesto
Park Turf Reduction, Phase 2
Exhibit A:

Insurance Requirements for Construction Contracts
Contractor shall procure and maintain for the duration of the contract, and for 5 years thereafter, 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, their 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 $5,000,000 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: Insurance Services Office Form CA 0001 covering Code 1 (any auto), with limits no less than $5,000,000 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.

4. Builder’s Risk (Course of Construction) insurance, utilizing an “All Risk” (Special Perils) coverage form, with limits equal to the completed value of the project and no coinsurance penalty provisions, is not required.

5. Professional Liability, with limits no less than $2,000,000 per occurrence or claim (and $2,000,000 policy aggregate), is not required.

6. Contractors’ Pollution Legal Liability and/or Asbestos Legal Liability and/or Errors and Omissions insurance, with limits no less than $2,000,000 per occurrence or claim (and $2,000,000 policy aggregate), is required.

If the contractor maintains broader coverage and/or higher limits than the minimums shown above, the City 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. #16..
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Exhibit A -2 City of Modesto
Park Turf Reduction, Phase 2
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.

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, agents, 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 noncontributory” 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.

Builder’s Risk (Course of Construction) Insurance
Contractor may submit evidence of Builder’s Risk insurance in the form of Course of Construction coverage. Such coverage shall name the Entity as a loss payee as their interest may appear. If the project does not involve new or major reconstruction, at the option of the Entity, an Installation Floater may be acceptable. For such projects, a Property Installation Floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery, or equipment damaged, impaired, broken, or destroyed during the performance of the Work, including during transit, installation, and testing at the Entity’s site. #16..
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Exhibit A -3 City of Modesto
Park Turf Reduction, Phase 2
Claims Made Policies

If any coverage required is written on a claims-made coverage form:

1. The retroactive date must be shown, and this date must be before the execution 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 contract work.

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

4. A copy of the claims reporting requirements must be submitted to the Entity for review.

5. If the services involve lead-based paint or asbestos identification/remediation, the Contractors Pollution Liability policy shall not contain lead-based paint or asbestos exclusions. If the services involve mold identification/remediation, the Contractors Pollution Liability policy shall not contain a mold exclusion, and the definition of Pollution shall include microbial matter, including mold.

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

Waiver of Subrogation
Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City 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 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 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. #16..
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Exhibit A -4 City of Modesto
Park Turf Reduction, Phase 2
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.

Verification of Coverage
Contractor shall furnish the City 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’s Risk Management Division 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 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.

Duration of Coverage
CGL & Excess liability policies for any construction related work, including, but not limited to, maintenance, service, or repair work, shall continue coverage for a minimum of 5 years for Completed Operations liability coverage. Such Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

Special Risks or Circumstances
City 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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Park Turf Reduction, Phase 2
Bid Tabulation Tuesday, May 20, 2025
Project Title: Park Turf Reduction, Phase 2
Project ID #: 2025-19
Vault ID #: 19-D-0398
Account #: 101555
Bid Opening: 5/20/2025 at 11:00 AM Designer: Jason Ortega Basis of Award: Base Bid Design Manager: Joel Bueno
Project Description: This project scope consists of the removal of existing turf grass and installation of drought tolerant landscape materials.

Item # Item Description Units Quantity Unit Price Extension Apparent Low Bidder
Marina Landscape, Inc.
(714) 939-6600, Fax (714) 935-1199 3707 W. Garden Grove Blvd., Orange, CA 92868 Base Bid

1. Site Preparation LS 1 $219,100.00 $219,100.00

2. Tree Removal EA 4 $2,700.00 $10,800.00

3. Selective Demolition LS 1 $56,000.00 $56,000.00

4. Water Pollution Control Plan (WPCP) LS 1 $8,000.00 $8,000.00

5. 6" Concrete Mow Curb LF 403 $75.00 $30,225.00

6. 3" Decomposed Granite Paving SF 6,172 $8.00 $49,376.00

7. Irrigation Remote Control Valve EA 51 $500.00 $25,500.00

8. Irrigation Pop-Up Rotary Spray EA 450 $50.00 $22,500.00

9. Irrigation Lateral Line LF 22,210 $6.00 $133,260.00

10. Irrigation Point Source Bubblers EA 1,125 $20.00 $22,500.00

11. Landscape Soil Preparation SF 121,965 $0.20 $24,393.00

12. Container Planting, 1-Gallon EA 151 $15.00 $2,265.00

13. Container Planting, 2-Gallon EA 55 $25.00 $1,375.00

14. Container Planting, 5-Gallon EA 762 $35.00 $26,670.00

15. Container Planting, 15-Gallon Tree EA 33 $185.00 $6,105.00

16. Organic Soil Amendment CY 378 $25.00 $9,450.00

17. 3" Bark Mulch CY 3,742 $75.00 $280,650.00

18. Landscape Establishment and Maintenance EA 3 $2,500.00 $7,500.00 (Monthly)
Total: $935,669.00
Percent From Engineer's Estimate: -22.45%
Engineer's Estimate
Base Bid

1. Site Preparation LS 1 $86,500.00 $86,500.00

2. Tree Removal EA 4 $2,000.00 $8,000.00

3. Selective Demolition LS 1 $183,000.00 $183,000.00

4. Water Pollution Control Plan (WPCP) LS 1 $11,000.00 $11,000.00

5. 6" Concrete Mow Curb LF 403 $45.00 $18,135.00

6. 3" Decomposed Granite Paving SF 6,172 $8.00 $49,376.00

7. Irrigation Remote Control Valve EA 51 $1,000.00 $51,000.00

8. Irrigation Pop-Up Rotary Spray EA 450 $70.00 $31,500.00

9. Irrigation Lateral Line LF 22,210 $10.00 $222,100.00

10. Irrigation Point Source Bubblers EA 1,125 $35.00 $39,375.00 #16..
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Park Turf Reduction, Phase 2
Item # Item Description Units Quantity Unit Price Extension

11. Landscape Soil Preparation SF 121,965 $1.00 $121,965.00

12. Container Planting, 1-Gallon EA 151 $20.00 $3,020.00

13. Container Planting, 2-Gallon EA 55 $30.00 $1,650.00

14. Container Planting, 5-Gallon EA 762 $45.00 $34,290.00

15. Container Planting, 15-Gallon Tree EA 33 $300.00 $9,900.00

16. Organic Soil Amendment CY 378 $100.00 $37,800.00

17. 3" Bark Mulch CY 3,742 $70.00 $261,940.00

18. Landscape Establishment and Maintenance EA 3 $12,000.00 $36,000.00 (Monthly)
Total: $1,206,551.00
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FINANCIAL INTEREST DISCLOSURE FORM
PROJECT: PARK TURF REDUCTION, PHASE 2
Chapter 10, Title 2 of the Modesto Municipal Code requires all entities entering into contracts with the City of Modesto to disclose every individual who has a material financial interest in that entity as defined below. The apparent low bidder will be required to list below (and on additional sheets as necessary) all persons having a financial interest in the entity submitting the bid. The apparent low bidder shall submit this form no later than close of business on the 5th business day following receipt of the Notice of Intent to Award. Failure or refusal to submit the required information within the time required shall be grounds for declaring the bid non-responsive.

Name of Bidder: ____________________________________________________________________ Type of Organization: ________________________________________________________________ (If a corporation, list the name of the state under the laws of which the corporation is chartered)

FINANCIAL INTEREST DISCLOSURE FORM
All persons included within the meaning of either of the following tests have a material financial interest in an agreement, or application for development rights, submitted for approval or disapproval by the City Council, and shall be identified by the applicant, by name.

Tests of Materiality:

1. Whether it is foreseeable to a reasonable person that the value of their interest in property available for use by an applicant, or their interest in the applicant itself, may increase or decrease by an amount greater than $2,000.00 as a direct or indirect result of Council action on the applicant’s agreement or application for development rights.

2. Whether it is foreseeable to a reasonable person that the person’s gross income from the applicant may increase or decrease by a sum greater than $2,000.00 as a direct or indirect result of Council action on the agreement or application for development rights.

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 agreement or application or development rights is true, correct and complete. 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.

BUSINESS NAME APPLICANT SIGNATURE
Names: (See attached list)
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Questions concerning the application of either test to particular facts should be resolved in advance of Council action by agreement with the department head recommending approval of its agreement/application.

DIRECTOR OF ENGINEERING SERVICES
PROJECT: PARK TURF REDUCTION, PHASE 2
BUSINESS NAME:

NAMES
Attach additional sheets as necessary.
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

June 24, 2025
Date: May 17, 2025
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Brandon Gillespie, Chief of Police
SUBJECT: First Amendment to Analytics and Data Integration Platform Agreement with Peregrine Technologies, Inc.

CONTACT: Chris Adams, Police Captain, [email protected], 209-572-9500 DESCRIPTION:

Consider approving the First Amendment with Peregrine Technologies, San Francisco, CA, for Analytics and Data Integration platform increasing the Agreement amount by $60,000. (Funding Source: Traffic Safety Fund and State Supplemental Law Enforcement Services Fund) STRATEGIC PLAN ELEMENT:

This item is related to the adopted City Council 2025-2026 Strategic Plan focus area of Quality of Life under Goal A - Improve community safety and quality of life through a combination of prevention and intervention efforts that address safety and its underlying issues.

BACKGROUND:

The Modesto Police Department (MPD) continues to be a leader in technology-based policing and believes in utilizing software and hardware technologies to enhance efficiency, streamline processes, support advanced investigative techniques, and increase transparency. The MPD currently utilizes many databases that functionally do different jobs, and hold different information, but are all essential to documenting, investigating, and reducing crime. As a result, this has greatly increased the complexity and amount of time it takes to investigate a crime, either in real time or for general investigative follow-up.

On January 23, 2024, by Resolution No. 2024-017, the City Council approved an Agreement with Peregrine Technologies, Inc., San Francisco, CA, by utilizing the Competitive Bid Process with City of Fremont, CA for Analytics and Data Integration Platform for a three-year agreement for a total amount not to exceed $553,500, and authorizing the City Manager or his designee, to execute the Agreement.
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City Council, June 24, 2025
First Amendment to Analytics and Data Integration Platform Agreement with Peregrine Technologies, Inc.

DISCUSSION:

Since implementing Peregrine Technologies in January 2024, the Modesto Police Department has seen significant benefits. All data sources have been successfully integrated into the platform, and the system is operating seamlessly. Peregrine’s technology consolidates large volumes of raw data from a wide range of sources—many of which initially appear unrelated— and transforms them into actionable intelligence, all accessible through a single, user-friendly dashboard.

The platform has proven invaluable in optimizing staff time and enhancing operational efficiency. It enables real-time, fact-based decision-making, strengthens investigative capabilities, streamlines criminal analysis, reveals previously hidden data relationships, and consistently produces intelligence-driven outcomes. This technology has become a critical asset in our efforts to improve public safety and investigative effectiveness.

Since implementation, two (2) additional data sources have been identified that would further expand Peregrine’s capabilities and, in turn, enhance the department’s operational effectiveness. These include Justice Partners Court Software and Crossroads.

Justice Partners Court Software would allow for the integration of data from the Stanislaus County Court system, including case dispositions and adjudication outcomes—providing greater visibility into the judicial process and supporting more informed decision-making.

Crossroads would integrate citation and traffic collision data, significantly strengthening our ability to analyze crash trends, evaluate enforcement outcomes, and strategically direct our traffic safety efforts. By incorporating these systems, the department can further leverage data to improve public safety, ensure accountability, and deploy resources more efficiently.

Secondly, as the City and Police Department prepare to launch the new Central Square Computer-Aided Dispatch (CAD) system in the fall of 2025, additional integration work will be required by Peregrine Technologies. Incorporating this new CAD system as a data source will be critical to maintaining the full functionality and effectiveness of the Peregrine platform.

Importantly, Peregrine will also continue to support and retain access to legacy data from the previous CAD system, ensuring historical dispatch information remains available within the platform. This seamless integration of both current and legacy systems will preserve data continuity and allow for comprehensive analysis across all timeframes.

The addition of these three (3) systems will increase the agreement with Peregrine Technologies by $30,000 annually, bringing the annual cost to $214,500.

Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment, or contractual services, to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(f) “Where the Purchasing Manager, in her discretion, determines that it is appropriate to amend the services or goods provided under an existing agreement to include additional similar goods or services, of limited quantity or scope, in order to increase efficiency and avoid delays or disruptions to City projects or services.” Here, the amendment to add three (3) additional integrations with Peregrine will #17..
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City Council, June 24, 2025
First Amendment to Analytics and Data Integration Platform Agreement with Peregrine Technologies, Inc.

increase the department’s access to and analysis of critical data sources to aid in the efficient and effective deployment of resources.

FISCAL IMPACT:

Funding for Peregrine, and any associated licensing, installation, and training will move to a not to exceed amount of $613,500 and will be purchased with funds from the Modesto Police Department’s Traffic Safety Fund, and State Supplemental Law Enforcement Services Fund (SLESF) in each year of the agreement. This purchasing agreement will not impact the General Fund. Each year’s previous and future funding proposals are outlined below:

Agreement Year/Fiscal Year Traffic Safety Fund SLESF Total Year 1 – FY 2023/2024 $92,250 $92,250 $184,500
Year 2 – FY 2024/2025 $107,250 $107,250 $214,500
Year 3 – FY 2025/2026 $107,250 $107,250 $214,500
Totals: $306,750 $306,750 $613,500
COMMITTEE RECOMMENDATION:

Due to the urgent nature of the action needed, this item was not presented to a Council Committee.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving the First Amendment with Peregrine Technologies, San Francisco, CA, for Analytics and Data Integration platform increasing the Agreement amount by $60,000, to a new annual estimated amount of $204,500, and a new total amount of $613,500 through the term of the agreement; and authorizing the City Manager, or his designee to execute the Amendment.

Approved by:

Brandon Gillespie, Chief of Police
Joseph P. Lopez, City Manager
Attachments:

1. Resolution

2. First Amendment to Analytics and Data Integration platform with Peregrine Technologies

3. Original Signed Agreement

4. Updated CA Levine Act Disclosure Form

4. Bid Waiver
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06/24/2025/MPD/CAdams/ItemX 1 2025-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2025-XX

RESOLUTION APPROVING THE FIRST AMENDMENT WITH PEREGRINE

TECHNOLOGIES, SAN FRANCISCO, CA, FOR ANALYTICS AND DATA

INTEGRATION PLATFORM INCREASING THE AGREEMENT AMOUNT BY $60,000, TO A NEW ANNUAL ESTIMATED AMOUNT OF $204,500, AND A NEW TOTAL AMOUNT OF $613,500 THROUGH THE TERM OF THE
AGREEMENT; AND AUTHORIZING THE CITY MANAGER, OR HIS

DESIGNEE TO EXECUTE THE AMENDMENT
WHEREAS, on January 23, 2024, by Resolution No. 2024-017, the City Council approved a Purchase Agreement for a single-point analytics and investigative data integration solution with Peregrine Technologies, Inc., San Francisco, CA, and WHEREAS, since implementing Peregrine Technologies in January 2024, the Modesto Police Department has seen significant benefits. All data sources have been successfully integrated into the platform, and the system is operating seamlessly, and WHEREAS, since implementation, two additional data sources have been identified that would further expand Peregrine’s capabilities and, in turn, enhance the department’s operational effectiveness, and
WHEREAS, Justice Partners Court Software would allow for the integration of data from the Stanislaus County Court system, including case dispositions and adjudication outcomes -providing greater visibility into the judicial process and supporting more informed decision-making, and
WHEREAS, Crossroads would integrate citation and traffic collision data, significantly strengthening our ability to analyze crash trends, evaluate enforcement outcomes, and strategically direct our traffic safety efforts. By incorporating these systems, the department can further leverage data to improve public safety, ensure accountability, and deploy resources more efficiently, and #17..
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WHEREAS, secondly, as the City and Police Department prepare to launch the new Central Square Computer-Aided Dispatch (CAD) system in the fall of 2025, additional integration work will be required by Peregrine Technologies. Incorporating this new CAD system as a data source will be critical to maintaining the full functionality and effectiveness of the Peregrine platform, and
WHEREAS, Peregrine will also continue to support and retain access to legacy data from previous CAD system, ensuring historical dispatch information remains available within the platform. This seamless integration of both current and legacy systems will preserve data continuity and allow for comprehensive analysis across all timeframes, and
WHEREAS, the department seeks to increase the agreement by $60,000 for a revised total amount not to exceed $613,500, and
WHEREAS, the Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment, or contractual services, to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(f) “Where the Purchasing Manager, in her discretion, determines that it is appropriate to amend the services or goods provided under an existing agreement to include additional similar goods or services, of limited quantity or scope, in order to increase efficiency and avoid delays or disruptions to City projects or services.” Here, the amendment to add three additional integrations with Peregrine will increase the department’s access to and analysis of critical data sources to aid in the efficient and effective deployment of resources.
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NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the First Amendment with Peregrine Technologies, San Francisco, CA, for Analytics and Data Integration platform increasing the Agreement amount by $60,000, to a new annual estimated amount of $204,500, and a new total amount of $613,500 through the term of the agreement.

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

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The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 24th day of June 2025, by Councilmember ?, who moved its adoption, which motion being duly seconded by Councilmember ?, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

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

BY: _____________________________________
JOSE M. SANCHEZ, City Attorney
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Copyright 2022, Peregrine Technologies, Inc. All rights reserved. Copyright extends to all pages of this document.

AMENDMENT TO PEREGRINE CUSTOMER ORDER FORM & SCOPE OF SERVICES Customer Information
Customer Name: Modesto Police Department Contact: Capt. Chris Adams Address: 600 10th St, Modesto, CA 95354 Phone: 209-652-1582 Email: [email protected] Fax: N/A
Purpose
The purpose of this amendment is to expand the scope of the Agreement between Peregrine Technologies, Inc. and the Modesto Police Department originally executed on January 31, 2024 to integrate additional data.

Service Fee
The annualized service fee of the Agreement is increased by $30,000 from $184,500 to $214,500. Customer shall pay Peregrine the following service fee for the remainder of the Term as follows:
a. $17,500 within 30 days of July 1, 2025
b. $214,500 within 30 days of January 31, 2026
Professional Services
This amendment adds the following data sources to be integrated: Justice Partners Court Software, CentralSquare CAD, and Crossroads eCitation.

The complete list of data sources to be integrated is as follows: Axon/Evidence.com, Inform RMS, Onbase, IQRMS, Current CentralSquare CAD, Genetec VMS, MPD Vigilant LPR, MPD Fleet 3 LPR, Survey 1-2-3, GoModesto, City Utilities, Stanislaus County Insight LPR, area Vigilant Commercial LPR reads (federated only), select area Vigilant LPR reads.

Effect of Amendment on Peregrine Customer Terms and Conditions All other terms and conditions in the Agreement entered January 31, 2024 shall remain unchanged.

Peregrine Customer
By: By:

Name: Nicholas Noone Name: Joseph P. Lopez
Title: President & CEO Title: City Manager
Date Signed: Date Signed:
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2 Proprietary and Confidential
Attest:

Name:
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Copyright 2022, Peregrine Technologies, Inc. All rights reserved. Copyright extends to all pages of this document.

PEREGRINE CUSTOMER ORDER FORM & SCOPE OF SERVICES
Customer Information
Customer Name: Modesto Police Department Contact: Chris Adams Address: 600 10th Street, Modesto, CA 95354
Phone: 209-652-1582
Email: [email protected] Fax: N/A
Peregrine Services
Effective Date: January 31, 2024
Term: From the Effective Date through January 2027 (“Initial Term”).

Service Fee: The following fee schedule is available to the Customer if Order Form is signed on or before January 31, 2024. Unless otherwise terminated as set forth in the Terms and Conditions, Customer shall pay Peregrine a service fee of $184,500 annually for the Term as follows:
a. $184,500 within 30 days of the Effective Date
b. $184,500 within 30 days of January 31, 2025
c. $184,500 within 30 days of January 31, 2026
Users: Customer may allow an unlimited number of employees of the Modesto Police Department to access and use the Service.

Onboarding and Training Services: Peregrine will provide Customer with an introductory training session that provides an overview of the Service, background on accessible data sources as of the Effective Date and an introduction to the analytic capabilities of the Service. Peregrine will provide additional training, including refresher sessions and advanced training modules, from time to time upon mutual agreement of the parties.

Professional Services: The initial Customer Data sources and systems that Peregrine will integrate with the Service for Customer are: Axon/Evidence.com, INFORM RMS, ONBASE, IQRMS, Current Central Square CAD, Genetec VMS, MPD Vigilant LPR (30-day retention), MPD Fleet 3 LPR (30-day retention), Survey 1-2-3, GoModesto, City Utilities, Stanislaus County Insight LPR (30-day retention), area Vigilant Commercial LPR reads (federated only), select area Vigilant LPR reads (30-day retention). The fee schedule above supports up to 400 million annual LPR reads across all listed LPR sources. The Customer shall support Peregrine to gain necessary access to Central Square CAD, Insight LPR, Vigilant Commercial LPR scans, and area Vigilant LPR reads.

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Peregrine services are provided subject to the terms set forth above on this Order Form together with the attached terms and conditions (the “Terms and Conditions,” and together with this Order Form, the “Agreement”). Any capitalized term used in this Order Form but not defined herein shall have the meaning ascribed to it in the Terms and Conditions. By signing this Order From, Peregrine and Customer each agree to the terms and conditions set forth in this Agreement. In the event of any conflict between this Order Form and the Terms and Conditions, the terms of this Order Form shall govern to the extent of such conflict. This Order Form may be executed in counterparts (which may be delivered by electronic mail of .pdf files), each of which counterparts, when so executed and delivered, shall be deemed to be an original, and all of which counterparts, taken together, shall constitute one and the same instrument.

Peregrine: Customer:

By: By:

Name: Nicholas Noone Name:

Title: President & CEO Title:

Signed by: January 31, 2024 Signed by: January 31, 2024 Attest:
____________________________________
[XX]
Any additional data integrations or new functionality shall be subject to mutual written agreement of the parties, including with respect to fees. All additional data integration services or new functionality and corresponding fees will be set forth in a statement of work.

For clarity, Peregrine will provide any other Professional Services and additional data integration services in accordance with Section 2.2 of the Terms and Conditions.

DocuSign Envelope ID: DFE89FF6-48B5-4977-8767-84A034AFA618 1/29/2024
1/29/2024
Joseph P. Lopez
City Manager
Diane Nayares-Perez 1/31/2024
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Peregrine Customer Terms and Conditions
These Peregrine Customer Terms and Conditions govern the provision of the services described on the attached Order Form (“Order Form”) by Peregrine Technologies, Inc. (“Peregrine”) to the Modesto Police Department (“Customer”). By executing an Order Form with Peregrine, Customer agrees to be bound by these Terms and Conditions.

1. Definitions.
“Aggregated Data” has the meaning specified in Section 6.1. “CJIS Security Policy” means the FBI CJIS Security Policy document as published by the FBI CJIS Information Security Officer, currently located at https://www.fbi.gov/services/cjis/cjis-security-policy-resource-center. “Client-Side Software” means any software in source or object code form that Peregrine makes available for use in connection with the Service, including Peregrine’s mobile application(s). “Criminal Justice Information Services Division” or “CJIS” means the FBI division responsible for the collection, warehousing, and timely dissemination of relevant criminal justice information to the FBI and to qualified law enforcement, criminal justice, civilian, academic, employment and licensing agencies. “Customer Data” means any of Customer’s data, information, documents or electronic files that are provided to Peregrine via the Service or otherwise in connection with this Agreement, including any databases Customer procures from third party vendors for Peregrine’s integration with the Service; provided that, for purposes of clarity, Customer Data as defined herein does not include Aggregated Data. “Documentation” means the materials supplied by Peregrine hereunder, in any media, including any and all installer’s, operator’s and user’s manuals, training materials, guides, functional or technical specifications or other materials for use in conjunction with the Service.
“Personal Information” means any information that, individually or in combination, does or can identify a specific individual or by or from which a specific individual may be identified, contacted, or located, including without limitation all data considered “personal data”, “personally identifiable information”, or something similar under applicable laws, rules, or regulations relating to data privacy. “Professional Services” has the meaning specified in Section 2.2. “Service” means Peregrine’s proprietary platform that assists Users with criminal investigations and police leadership decision making, consisting of a hosted web-based interface and the Client-Side Software. For purposes of this Agreement, the Service is exclusive of Professional Services that may be rendered upon mutual agreement of the parties in accordance with Section 2.2.
“SOW” has the meaning specified in Section 2.2.
“Third Party Data” means any third party databases that Peregrine licenses from third party vendors and makes accessible via the Service. For clarity, Third Party Data does not include any Customer Data. “Third Party Products” means any third-party products provided with, integrated with, or incorporated into the Service, including Third Party Data.
“Users” means the individuals authorized by Customer to use the Service in accordance with the terms in the Order Form (including number and type of individuals who may access the Service) and that have been supplied user identifications and passwords by Peregrine.

2. Provision of the Service and Additional Services.

2.1. Service. During the Term and subject to the terms and conditions of this Agreement, including payment of the fees set forth on the Order Form, Customer may: (a) access and use the Service for up to the number of Users set forth in the Order Form, (b) download and reproduce the applicable Documentation solely for internal use in association with the Service, and (c) download, install, and use any Client-Side Software in support of Customer’s DocuSign Envelope ID: DFE89FF6-48B5-4977-8767-84A034AFA618 #17..
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use of the Service, in each case on a nonexclusive, non-transferable, and non-sublicensable basis and solely for Customer’s internal business purposes. Peregrine shall provide Customer with authentication credentials for individual Users upon written request from authorized personnel of Customer, (ii) onboarding and training services as set forth in the Order Form (“Onboarding and Training Services”), and (iii) telephone and standard technical support to Customer during normal business hours (“Technical Support”). Except as set forth herein, Peregrine shall, at its sole cost and expense, provide all facilities and equipment that may be necessary for Peregrine to perform the Services.

2.2. Professional Services. Except as set forth in the Order Form, in the event that Customer requests that Peregrine perform data integration, configuration or implementation services regarding the Service, including integration of Customer Data or Third Party Data and creation of specific modifications to the Service (but excluding any Onboarding and Training Services), Peregrine will discuss the scope and fees for such services and, if agreed, such work will be performed pursuant to a statement of work executed by the parties and referencing this Agreement that describe such scope and fees (an “SOW,” and such services, the “Professional Services”). Any fees associated with the Professional Services shall be set forth in the applicable SOW and Customer shall pay such fees in accordance with Section 4.2 below. To the extent the Professional Services result in any software code or other tangible work product (“Work Product”), all such Work Product will remain owned solely and exclusively by Peregrine and may be used by Customer solely in connection with Customer’s authorized use of the Service under this Agreement. Customer shall permit Peregrine access to Customer’s offices and any other facilities necessary for Peregrine to provide the Professional Services.

2.3. Access and Policies. Customer will permit Peregrine access to Customer’s offices and any other facilities necessary for Peregrine to provide the Service, Onboarding and Training Services, Technical Support, and any Professional Services. Peregrine agrees to, and cause its personnel to, abide by Customer’s facilities access and use policies as provided by Customer to Peregrine in writing in advance of any on-site visits. Customer will also permit and enable Peregrine to have offsite access to Customer Data and the Customer’s production platform for the Service in order to provide the Service, Technical Support and Professional Services. Peregrine agrees to comply with the CJIS Security Policy in connection with its access to Customer Data, including CJIS-defined policies for remote access.

2.4. Compliance with Applicable Laws. Each party and its agents shall comply with all laws applicable to the performance or receipt, as applicable, of the Service hereunder.

2.5. Licenses and Permits. Peregrine and its employees, agents, and any subcontractors have, and will maintain at their sole cost and expense, all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. In addition to the foregoing, Peregrine and any subcontractors shall obtain and maintain during the term of this Agreement valid business licenses from Customer as required by law.

2.6. Nondiscrimination and Equal Opportunity. Peregrine shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, genetic information, marital status, sex, sexual orientation, gender or gender identity, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Peregrine under this Agreement. Peregrine shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Peregrine thereby.

2.7. Suspension. Notwithstanding anything to the contrary in this Agreement, Peregrine may temporarily suspend Customer’s and any User’s access to any portion or all of the Service if: (a) Peregrine reasonably determines that (i) there is a threat or attack on the Service; (ii) Customer’s or any User’s use of the Service disrupts or poses a security risk to the Service or to any other customer or vendor of Peregrine; (iii) Customer, or any User, is using the Service for fraudulent or illegal activities; (iv) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (v) Peregrine’s DocuSign Envelope ID: DFE89FF6-48B5-4977-8767-84A034AFA618 #17..
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provision of the Service to Customer or any User is prohibited by applicable law; or (vi) any Customer Data submitted, posted, or otherwise transmitted by or on behalf of Customer or an User through the Service may infringe or otherwise violate any third party’s intellectual property or other rights; (b) any vendor of Peregrine has suspended or terminated Peregrine’s access to or use of any Third Party Products required to enable Customer to access the Service; or (c) if Customer fails to pay any undisputed fees when due (any such suspension described in subclauses (a), (b), or (c), a “Service Suspension”). Peregrine shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Service following any Service Suspension. Peregrine shall use commercially reasonable efforts to resume providing access to the Service as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Peregrine will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any User may incur as a result of a Service Suspension.

2.8. Third Party Products. Peregrine may from time to time make Third Party Products available to Customer or Peregrine may allow for certain Third Party Products to be integrated with the Service. For purposes of this Agreement, such Third Party Products are subject to their own terms and conditions. Peregrine is not responsible for the operation of any Third Party Products and makes no representations or warranties of any kind with respect to Third Party Products or their respective providers. If Customer does not agree to abide by the applicable terms for any such Third Party Products, then Customer should not install or use such Third Party Products. By authorizing Peregrine to transmit Customer Data from Third Party Products into the Service, Customer represents and warrants to Peregrine that it has all right, power, and authority to provide such authorization.

2.9. Open Source Components. Certain aspects of the Service, such as the Client-Side Software, may contain or be distributed with open source software code or libraries (“Open Source Components”). Peregrine will provide a list of Open Source Components for a particular version of any distributed portion of the Service, such as the ClientSide Software, on Customer’s request. To the extent required by the license applicable to such Open Source Components: (a) Peregrine will use reasonable efforts to deliver to Customer any notices or other materials (such as source code); and (b) the terms of such licenses will apply to such Open Source Components in lieu of the terms of this Agreement. To the extent the terms of such licenses prohibit any of the restrictions in this Agreement with respect to any particular Open Source Component, such restrictions will not apply to such Open Source Component.

To the extent the terms of such licenses require Peregrine to make an offer to provide source code or related information in connection with the Open Source Component, such offer is hereby made. For purposes of clarity, Open Source Components are Third Party Products.

3. Customer Responsibilities.

3.1. Generally. Customer is responsible for all activities that occur under User accounts. Customer also shall: (a) ensure it has all rights necessary for Peregrine to integrate the Customer Data with the Service; (b) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (c) prevent unauthorized access to, or use of, the Service, and notify Peregrine immediately of any unauthorized access or use; (d)_ensure each User has its own unique account on the Service and that Users do not share their account credentials with one another or any third party; and (e) comply with all applicable laws in using the Service. Customer agrees to provide its Users with the applications necessary to run the Service as set forth in the Documentation.

3.2. Use Restrictions. Customer shall not use the Service for any purposes beyond the scope of access granted under this Agreement. Without limiting the generality of the foregoing, Customer shall not, and shall ensure Users do not: (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party; (b) send spam or otherwise duplicative or unsolicited messages via the Service; (c) send or store infringing or unlawful material; (d) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (e) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (f) attempt to gain unauthorized access to the Service or its related systems or networks; (g) copy, modify, or create derivative works based upon the Service or any component thereof; (h) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Service or any component thereof; (i) use the Service in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property or other right of any third party or that violates any applicable law; (j) DocuSign Envelope ID: DFE89FF6-48B5-4977-8767-84A034AFA618 #17..
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access or use the Service for purposes of competitive analysis of Peregrine or the Service, the development, provision, or use of a competing service or product, or any other purpose that is to Peregrine’s detriment or commercial disadvantage; or (k) input, upload, transmit, or otherwise provide to or through the Service any information or materials, including Customer Data, that are unlawful or injurious in any way

3.3. CJIS Requirements. Customer certifies that it and its Users will comply with the following CJIS requirements:
(a) Customer agrees to use training, policy and procedures to ensure Users use proper handling, processing, storing and communication protocols for Customer Data and any Third Party Data; (b) Customer agrees to protect the Service and any Third Party Data by monitoring and auditing staff user activity to ensure that it is only within the purview of system application development, system maintenance and the support roles assigned; (c) Customer will only provide access to the Service and any Third Party Data through Customer-managed role-based access and applied sharing rules configured by Customer; (d) Customer agrees to create and retain activity transaction logs to enable auditing by Peregrine staff, CJIS and any Third Party Data owners; (e) Customer agrees to perform independent employment background screening for its staff at Customer’s own expense; and (f) Customer agrees to reinforce staff policies for creating User accounts with only one Customer domain email address for each User, with exceptions only as granted in writing by Peregrine.

3.4. Operation Restrictions. Under certain circumstances, it may be dangerous to operate a moving vehicle while attempting to operate a laptop, mobile device or other touch screen and any of their applications. Customer agrees that the Users will be instructed to only utilize the interface for the Service at times when it is safe to do so.

Peregrine is not liable for any accident caused by a result of distraction such as from viewing the screen while operating a moving vehicle.

3.5. Customer Logo. Peregrine may use Customer’s name and logo in Peregrine’s lists of customers provided that such use will comply with any standard trademark guidelines provided by Customer to Peregrine.

3.6. Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Peregrine by mail, email, telephone, or otherwise, suggesting or recommending changes to the Service, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Peregrine is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback.

4. Fees & Payment.

4.1. Fees. Customer shall pay the fees for the Service as specified in the Order Form and in any SOWs. All fees are non-refundable except to the extent otherwise expressly set forth in this Agreement.

4.2. Payment Terms. Except as set forth on the Order Form, Customer shall pay all fees within thirty (30) days of Peregrine issuing an invoice.

4.3. Taxes. Peregrine’s fees do not include any local, state, federal or foreign taxes, levies or duties of any nature (“Taxes”). Customer is responsible for paying all Taxes, excluding only taxes based on Peregrine’s income. If Peregrine has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Peregrine with a valid tax exemption certificate authorized by the appropriate taxing authority.

5. Proprietary Rights. The “Peregrine Technology “means (a) the Peregrine name, the Peregrine logo, and other trademarks and service marks; (b) audio and visual information, documents, software and other works of authorship, including training materials; (c) other technology included in the Service, including Client-Side Software, graphical user interfaces, workflows, products, processes, algorithms, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information provided by Peregrine under this Agreement; and (d) the work product or other results of Professional Services. Peregrine owns and shall retain all rights in the Peregrine Technology. Other than as expressly set forth in Section 2.1 above, no license or other rights in or to the Peregrine Technology or related intellectual property rights are granted to Customer or Users, and all such licenses and rights are hereby expressly reserved to Peregrine. For clarity, “Peregrine Technology” does not include Customer Data.

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6. Data Access, Sharing and Security.

6.1. Customer Data. With the Customer’s written approval, Peregrine may access, reproduce, and use Customer Data to provide the Service, including to provide Technical Support, Onboarding and Training Services and any Professional Services. Customer agrees that Peregrine may generate technical logs, data and insights about Customer’s usage of the Service (e.g., frequency of logins) (“Peregrine Insights”) and may use the Customer Data in aggregated and anonymized form that does not individually identify any person or entity, including Customer or its Users (“Aggregated Data”) for Peregrine’s internal business purposes and to operate and improve Peregrine’s proprietary software and services, and that Peregrine shall own the Peregrine Insights and the Aggregated Data.

Peregrine shall destroy Peregrine Insights and Aggregated Data on termination of this Agreement. Peregrine may choose to terminate the provision of any Customer Data via the Service if the provision of such data may be harmful to the Service, as determined by Peregrine in its reasonable discretion. Within ten (10) days of email request, Peregrine shall provide Customer an electronic export of all data by way of a relational database SQL format.

6.2. CJIS Security Policy. Peregrine has implemented procedures to allow for adherence to the CJIS Security Policy. The hosting facility for the Service uses access control technologies that meet or exceed CJIS requirements.

In addition, Peregrine has installed and configured solid network intrusion prevention appliances for adherence to the CJIS Security Policy.

6.3. Third Party Data. Any Third Party Data that Peregrine may provide via the Service is governed by the third party owner’s retention policy. Peregrine does not provide any warranties with respect to any Third Party Data and Peregrine may choose to terminate the provision of any Third Party Data via the Service if Peregrine’s applicable rights to such Third Party Data terminate or the provision of such data may be harmful to the Service, as determined by Peregrine in its reasonable discretion.

6.4. Processing of Personal Information. Peregrine’s rights and obligations with respect to Personal information it collects directly from individuals are set forth in Peregrine’s Privacy Policy <https://peregrine.io/privacy-policy/>.

Personal Information included within Customer Data and processed by Peregrine on behalf of Customer is governed by this Agreement.

6.5. Sensitive Information; Marking Requirements. To the extent Customer provides Customer Data that Customer considers to be sensitive, proprietary, restricted, or otherwise requiring sensitive treatment (“Sensitive Information”), Customer is solely responsible for providing appropriate markings to designate the applicable Customer Data as Sensitive Information. Customer shall provide Peregrine with documentation and/or instructions in writing with sufficient detail for Peregrine to identify and distinguish content that is Sensitive Information within other provided Customer Data. Customer shall (a) mark Sensitive Information on its face, (b) make the appropriate designations for Sensitive Information in document metadata, (c) provide Peregrine with a table or other list of Sensitive Information that contains sufficient detail to identify the Sensitive Information; or (d) identify Sensitive Information to Peregrine in some other mutually agreed upon method. Peregrine shall not be responsible for failure to designate Sensitive Information with specific access control status based on Customer failure to provide sufficient information to identify Sensitive Information.

7. Confidentiality.

7.1. Definition of Confidential Information. The term “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including Customer Data, any Third Party Data, the Service, the Documentation, the Peregrine Technology, business and marketing plans, technology and technical information, product designs, and business processes.

7.2. Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party except to perform its obligations or exercise its rights under this Agreement, except with the Disclosing Party’s prior written permission on a case-by-case basis. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event with less than reasonable care. If the Receiving Party is DocuSign Envelope ID: DFE89FF6-48B5-4977-8767-84A034AFA618 #17..
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compelled by law or a government authority to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent practicable and legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

7.3. Exceptions. The parties’ obligations in Section 7.2 shall not apply to any information that: (a) is or becomes publicly available without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (d) is received from a third party without breach of any obligation owed to the Disclosing Party.

7.4. Public Records Acts. Peregrine acknowledges that Customer is a public entity and may be governed by applicable laws, rules, or regulations relating to public records (each a “Public Records Act”). Nothing in this Section 7 shall prevent Customer from disclosing Confidential Information for purposes of complying with an applicable Public Records Act to the extent legally required.

7.5. Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section 7, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that such unauthorized disclosure or use may cause irreparable harm to the Disclosing Party for which any other available remedies are inadequate.

8. Warranties & Disclaimers.

8.1. Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Peregrine represents and warrants that (i) it will provide the Service in a professional manner consistent with the standards observed by a competent practitioner of the profession in which Peregrine is engaged, and (ii) the Service will perform in accordance with and otherwise substantially conform to its associated documentation.

8.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1, PEREGRINE MAKES NO WARRANTY OF ANY

KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE, THE PEREGRINE

TECHNOLOGY, ANY THIRD PARTY DATA AND ANY OTHER PRODUCTS OR SERVICES PROVIDED UNDER THIS AGREEMENT. PEREGRINE HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY

OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9. Indemnification.

9.1. Indemnification by Peregrine. Peregrine shall at its expense defend Customer and its officers, directors, officials, agents, volunteers and employees (“Customer Indemnified Parties”) against any claim made or brought against any Customer Indemnified Party by a third party alleging that the Service as provided to Customer and when used in accordance with this Agreement infringes any intellectual property rights of a third party (each, a “Customer Claim”), and shall indemnify and hold Customer Indemnified Parties harmless from and against any and all liability, loss, damage, claims, expenses, and costs, including without limitation, attorney’s fees, awarded by a court or agreed to by Peregrine in a settlement with respect to such Customer Claim; provided, that Customer (a) promptly gives written notice of the Customer Claim to Peregrine; (b) gives Peregrine sole control of the defense and settlement of the Customer Claim (provided that Peregrine may not agree to any settlement that imposes any liability or obligation on Customer without Customer’s prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed); and (c) provides to Peregrine, at Peregrine’s cost, all reasonable assistance in the defense and settlement of the Customer Claim. Peregrine shall have no obligation under this Section 9.1 or otherwise regarding claims that arise from or relate to (i) Customer’s use of the Service other than as contemplated by this Agreement, (ii) any modifications to the Service made by any entity other than Peregrine (where the liability would not have arisen but for such modification), (iii) any combination of the Service with services or technologies not provided by Peregrine (where the liability would not have arisen but for such combination), (iv) Customer’s use of the Service or portion thereof after Peregrine has terminated this Agreement or such portion of the Service in accordance with this Section 9.1, or (v) Third Party Products. If in Peregrine’s opinion a Customer Claim is likely to be made, or if an existing DocuSign Envelope ID: DFE89FF6-48B5-4977-8767-84A034AFA618 #17..
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Customer Claim may cause Peregrine liability, Peregrine may in its discretion (x) obtain a license to enable Customer to continue to use the potentially infringing portion of the Service, (y) modify the Service to avoid the potential infringement, or (z) if the foregoing cannot be achieved after using reasonable commercial efforts, terminate the Agreement or the license to the infringing portion of the Service and refund the amount of any pre-paid fees applicable to the portion of the terminated Services to be provided after the termination date.

9.2. Additional Indemnity Provisions. Peregrine shall hold the City, its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, excluding any act or omission arising from the negligence of the City, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any act or omission of Peregrine. Peregrine's obligation to defend, indemnify, and hold the City, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this Agreement for Peregrine to procure and maintain a policy of insurance.

9.3. Sole Remedy. THIS SECTION 9 SETS FORTH CUSTOMER’S SOLE REMEDIES AND PEREGRINE’S SOLE

LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS BY THIRD PARTIES RELATING TO THE SERVICE OR ITS USE.

10. Limitation of Liability.

10.1. Exclusion of Consequential and Related Damages. EXCEPT FOR A PARTY’S BREACH OF SECTION 7, A PARTY’S INDEMNIFICATION AND DEFENSE OBLIGATIONS, OR A PARTY’S GROSS NEGLIGENCE, FRAUD, OR WILLFUL

MISCONDUCT, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS,

LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL,

INCIDENTAL, MULTIPLE, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER

IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

10.2. Liability Cap. IN NO EVENT SHALL THE PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO

THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING

NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID TO PEREGRINE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

11. Term & Termination.

11.1. Term of Agreement. This Agreement commences on the Effective Date and continues for the duration of the term set forth on the Order Form (“Term”), unless earlier terminated in accordance with the Order Form or Section 11.2

11.2. Termination for Cause. A party may terminate this Agreement for cause upon thirty (30) days written notice of a material breach to the other party if such breach remains uncured at the expiration of such period. Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to Peregrine prior to the effective date of termination.

11.3. Data. Upon expiration or termination of this Agreement, Peregrine shall have no obligation to maintain or provide any Customer Data or Third Party Data. Unless legally prohibited, Peregrine shall delete all Customer Data in its systems or otherwise in its possession or under its control. Notwithstanding the foregoing or any other provision of this Agreement, Peregrine may use in perpetuity any Aggregated Data.

11.4. Survival. The following provisions shall survive termination or expiration of this Agreement: Sections 4, 5,

6.1, 6.3, 7, 8, 9, 10, 11.3, 11.4, and 12.

12. General Provisions.

12.1. Insurance. Peregrine shall maintain the insurance coverages described on Appendix A: Insurance.

12.2. Relationship of the Parties. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to this Agreement.

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At all times during the term of this Agreement, Peregrine shall be an independent contractor and shall not be an employee of Customer. Except as Customer may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of Customer in any capacity whatsoever as an agent. Peregrine shall have no authority, express or implied, pursuant to this Agreement to bind Customer to any obligation whatsoever.

12.3. Peregrine’s Books and Records. To the extent required by applicable laws, rules, or regulations, Peregrine shall maintain any and all records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the Customer under this Agreement for a minimum of 3 years, or for any longer period required by law, from the date of final payment to Peregrine to this Agreement. All such records shall be maintained in accordance with generally accepted standards and shall be made available for inspection, audit, and/or copying during regular business hours, upon written request of the Customer.

12.4. Force Majeure. Neither party shall be liable by reason of any failure or delay in performance of its obligations under this Agreement (except for the payment of money) on account of events beyond the reasonable control of such party, which may include Internet denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, and material shortages (each, a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the nonperforming party will be excused from any further performance of its obligations affected by the Force Majeure Event for so long as the event continues and such party continues to use commercially reasonable efforts to resume performance.

12.5. Federal Government. Any use, copy or disclosure of the Service by the U.S. Government is subject to restrictions as set forth in this Agreement and as provided by DFARS 227.7202-1(a) and 227.7202-3(a)(1995), DFARS 252.227-7013(c)(1)(ii)(October 1998), FAR 12.212(a)(1995), FAR 52.227-19, or FAR 52.227(ALT III), as applicable.

12.6. Additional Government Terms. Peregrine acknowledges that Customer may be a public entity and, accordingly, certain additional laws, rules, and regulations may take precedence over the terms and conditions of this Agreement (the “Additional Government Terms”). The Additional Government Terms, if any, are attached hereto as Error! Reference source not found., and will govern to the extent of any conflict with any other term of this Agreement.

12.7. Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon:
(a) personal delivery; (b) the second business day after mailing; (c) the second business day after sending by confirmed facsimile; or (d) after confirmed receipt of an email. Notices to Peregrine shall be addressed to the attention of Nick Noone, CEO, Peregrine Technologies, [email protected], with a copy to [email protected]. Notices to Customer are to be addressed to the individual identified in the Order Form.

12.8. Waiver; Cumulative Remedies Severability. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

12.9. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other party. Notwithstanding the foregoing, Peregrine may assign this Agreement, together with all rights and obligations hereunder, without consent of Customer, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its stock or assets that relate to this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

12.10. Governing Law. This Agreement shall be governed by the laws of California. The state courts located in Stanislaus County, CA or in the United States District Court for the Eastern District of California shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the DocuSign Envelope ID: DFE89FF6-48B5-4977-8767-84A034AFA618 #17..
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exclusive jurisdiction of such courts provided that nothing in this Section 12.10 prohibits either party from seeking or obtaining in any jurisdiction injunctive or similar relief in connection with the enforcement of this Agreement.

12.11. Construction. The division of this Agreement into Sections and the insertion of captions and headings are for convenience of reference only and will not affect the construction or interpretation of this Agreement. The terms “this Agreement,” “hereof,” “hereunder” and any similar expressions refer to this Agreement and not to any particular Section or other portion hereof. The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of this Agreement. As used in this Agreement, the words “include” and “including,” and variations thereof, will be deemed to be followed by the words “without limitation” and “discretion” means sole discretion

12.12. Entire Agreement. This Agreement constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.

Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (excluding the Order Form) shall be incorporated into or form any part of this Agreement, and all such terms or conditions are hereby rejected and shall be null and void.

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Appendix A: Insurance
Peregrine (or “Vendor,” or “Contractor”), at its own cost and expense, shall procure the types and amounts of insurance specified herein and maintain that insurance throughout the term of the Agreement. The cost of such insurance shall be included in the Peregrine’s bid or proposal. Peregrine shall be fully responsible for the acts and omissions of its subcontractors or other agents.

Workers’ Compensation. Peregrine shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Peregrine in the amount required by applicable law. The requirement to maintain Statutory Workers’ Compensation and Employer’s Liability Insurance may be waived by the Customer upon written verification that Peregrine is a sole proprietor and does not have any employees and will not have any employees during the term of this Agreement.

Cyber and Information Security.

Vendor shall procure and maintain for the duration of the contract insurance against claims for security breaches, system failures, injuries to persons, damages to software, breach of personal information as defined in California Civil Code section 1798.29, or damages to property (including computer equipment) which may arise from or in connection with the performance of the work hereunder by the Vendor, its agents, representatives, or employees.

Vendor shall procure and maintain for the duration of the contract insurance covering claims arising out of their services and including, but not limited to loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy, “breach of the security system” as defined in California Civil Code section 1798.29, and breach of data. Such insurance policy shall cover the costs and expenses associated with complying with the security breach requirements set forth in California Civil Code section 1798.29.

Cyber Liability Insurance. Peregrine, at its own expense, will maintain Cyber Liability Insurance with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties, the costs and expenses associated with complying with the security breach requirements set forth in California Civil Code section 1798.29, as well as credit monitoring expenses.

Commercial General and Automobile Liability Insurance
General Liability Requirements. Peregrine, at its own cost and expense, shall maintain commercial general and automobile liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and $1,000,000 for property damage or $1,000,000 combined single limit. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required per-occurrence limit. This insurance shall indicate on the certificate of insurance the following coverages and indicate the policy aggregate limit applying to:
premises and operations; broad form contractual; independent Contractors and subcontractors; products and completed operations.

Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General Liability on an “occurrence” basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (most recent edition) covering any auto (Code 1), or if Peregrine has no owned autos, hired (code 8) and non-owned autos (Code 9). No endorsement shall be attached limiting the coverage.

Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:

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a. The Commercial General and Automobile Liability Insurance shall cover on an occurrence basis. b. Customer, its officers, officials, employees, agents, and volunteers shall be covered as additional insureds for liability arising out of work or operations on behalf of the Peregrine, including materials, parts, or equipment furnished in connection with such work or operations; or automobiles owned, leased, hired, or borrowed by the Peregrine. Coverage can be provided in the form of an endorsement to the Peregrine’s insurance at least as broad as CG 20 10 11 85, or both CG 20 10 10 01 and CG 20 37 10 01. c. For any claims related to this Agreement or the work hereunder, the Peregrine’s insurance covered shall be primary insurance as respects the Customer, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the Customer, its officers, officials, employees, agents or volunteers shall be excess of the Peregrine’s insurance and non-contributing.
d. The policy shall cover inter-insured suits and include a “separation of Insureds” or “severability” clause which treats each insured separately.
e. Peregrine agrees to give at least 30 days prior written notice to Customer before coverage is canceled or modified as to scope or amount.

Professional & Technologies Liability Insurance.

General requirements. Peregrine, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than $2,000,000 per occurrence or claim covering the Peregrine’s errors and omissions. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Vendor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.

The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency in the care, custody, or control of the Vendor. If not covered under the Vendor’s liability policy, such “property” coverage of the Agency may be endorsed onto the Vendor’s Cyber Liability Policy.

Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the Agreement or the work.
c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Peregrine must purchase an extended period coverage for a minimum of five (5) years after completion of work under this Agreement. d. A copy of the claim reporting requirements must be submitted to the Customer for review prior to the commencement of any work under this Agreement.

All Policies Requirements.

Submittal Requirements. Peregrine shall submit the following to Customer prior to beginning services:

Certificate of Liability Insurance in the amounts specified in this Agreement; and Additional Insured Endorsement as required for the General Commercial and Automobile Liability Polices.

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Acceptability of Insurers. All insurance required by this Agreement is to be placed with insurers with a Bests' rating of no less than A:VII.

Deductibles and Self-Insured Retentions. Insurance obtained by the Peregrine shall have a self-insured retention or deductible of no more than $100,000.

Wasting Policies. No policy required herein shall include a “wasting” policy limit (i.e. limit that is eroded by the cost of defense).

Waiver of Subrogation. Peregrine hereby agrees to waive subrogation which any insurer or contractor may require from Peregrine by virtue of the payment of any loss. Peregrine agrees to obtain any endorsements that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not the Customer has received a waiver of subrogation endorsement from the insurer.

The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the Customer for all work performed by the Peregrine, its employees, agents, and subcontractors.

Subcontractors. Peregrine shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein, and Peregrine shall ensure that Customer, its officers, officials, employees, agents, and volunteers are covered as additional insured on all coverages.

Excess Insurance. If Peregrine maintains broader coverage and/or higher limits than the minimums shown above, the City 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 Customer.

Remedies. If at any time any of said policies shall be unsatisfactory to the Customer, as to form or substance, or if a company issuing such policy shall be unsatisfactory to the Customer, the Contractor shall promptly obtain a new policy, submit the same to the Risk Manager for approval and submit a certificate thereof as hereinabove provided.

Upon failure of the Contractor to furnish, deliver or maintain such insurance and certificates as above provided, this Agreement, at the election of the City, may be forthwith declared suspended or terminated. Failure of the Contractor to obtain and/or maintain any required insurance shall not relieve the Contractor from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Contractor concerning indemnification.

Appendix B: Provisions for California Public Entities
Compliance with Applicable California Laws. Peregrine shall, to the extent required by the California Labor Code, pay not less than the latest prevailing wage rates as determined by the California Department of Industrial Relations.

California Public Records Act. Peregrine acknowledges that Customer is a public entity governed by the California Public Records Act and that nothing in this Agreement shall prevent Customer from disclosing Confidential Information for purposes of complying with the California Public Records Act.

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

Political Reform Act Conflicts. Peregrine may serve other clients, but none whose activities within the corporate limits of Customer or whose business, regardless of location, would place Peregrine in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. No officer DocuSign Envelope ID: DFE89FF6-48B5-4977-8767-84A034AFA618 #17..
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or employee of Customer shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq.

California State Auditor Requirements. Pursuant to Government Code Section 8546.7, the Agreement may be subject to the examination and audit of the State Auditor for a period of 3 years after final payment under the Agreement.

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California Levine Act Disclosure
California Government Code Section 84308, also known as the "Levine Act", prohibits City “officers” from participating in any action related to a license, permit, or other entitlement for use (a “proceeding”) if such member accepts, solicits, or directs political contributions from a party to the proceeding or their agent totaling more than $500 while the proceeding is pending before the agency, and for twelve (12) months following the date a decision concerning the proceeding has been made. The Levine Act also requires disclosure of such contribution by a party to the proceeding.

Section 84308(a)(4) of the Levine Act defines an "officer" as follows: “Officer” means any elected or appointed officer of an agency, any alternate to an elected or appointed officer of an agency, and any candidate for elective office in an agency. The term “officer” is further defined 2 Cal. Code Regs. Section 18438.1, which states:

An officer of an agency includes only those persons who make, participate in making, or in any way attempt to use their official position to influence a decision in the license, permit, or entitlement for use proceeding, or who exercise authority or budgetary control over the agency of officers who may do so, and:
(1) Serve in an elected position, including an official appointed to an elected position due to an interim vacancy or an election otherwise canceled because the official was the sole candidate for the position; (2) Serve as a member of a board or commission;
(3) Serve as the chief executive of a state agency, or county, city or district of any kind; or (4)Have decision making authority with respect to the proceeding involving a license, permit, or other entitlement for use and is also a candidate for elected office or has been a candidate for elective office in the 12 months prior to the proceeding.

A list of Modesto City Council Board Members can be found online at: Modesto City Council https://modestogov.com/706/Council-Members (modestogov.com). The party making this certification is responsible for determining whether a recipient of a political contribution is a City officer prior to answering the following questions:

1. Have you, your company, or any agent on behalf of you or your company, made any political contributions of more than $500 to any City officer, in the twelve (12) months preceding the date of the submission of your proposals or the anticipated date of any Council action related to this contract?
___ YES If yes, please identify the Councilmember(s):
___ NO

2. Do you, or your company, or any agent on behalf of you or your company, anticipate or plan to make any political contribution of more than $500 to any City officer in the twelve (12) months following any Council action related to this contract?
___ YES If yes, please identify the Councilmember(s):
___ NO
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X
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Answering YES to either of the questions above does not preclude the City of Modesto from awarding a contract to your firm or taking any subsequent action related to the contract. It may, however, preclude the identified City officer from participating in any actions related to such contract.

HEREBY CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.
_________________ _____________________________
Date Signature of authorized individual
_____________________________
Company/Applicant Name
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Peregrine Technologies, Inc.
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Revised /2025
Bid Waiver Approval Form
Supplier Name: Amount of Bid Waiver Request:

Supplier Contact: Supplier Phone No:

Are Federal Funds being utilized for portion of purchase? Yes No A bid waiver is required for any procurement commitment greater than $ 3,500 where a minimum of three bids are not obtained.

Justification for waiving the competitive bid requirements is limited to the following (provide detailed information in the comments section of form):

Reason for Bid Waiver - Check Box:

Sole Source - The item/service is unique in its specifications such that only one vendor is qualified to provide the good or service (Formal bidding exception under MMC 8-3.204(b)) – SOLE SOURCE LETTER ATTACHMENT REQUIRED OEM - Original Equipment Manufacturer / Distributor - OEM LETTER

ATTACHMENT REQUIRED
Inflexible time constraints preclude the bidding process - Exigent or emergency circumstances (Formal bidding exception under MMC 8-3.204 (c)) The incumbent's cost, delivery and quality can be compared to a previous quote/bid obtained within the last six months, for the same or similar item/service (Total purchase must be less than $100,000)
Professional Services defined under MMC 8-3.103 (Formal bidding exception under MMC 8-3.204 (a)) – staff should make effort to solicit at least three informal proposals.

Single Bid/Proposal – More than one supplier could provide the goods or service, but only one supplier provided bid/proposal for solicitation.

Amendment – Extending agreement for no more than one year to allow the City to complete formal bidding process for new agreement (MMC 8-3.204 (e)).

Amendment – Amending the goods or services under the existing agreement to include similar types of goods and services (MMC 8-3.204 (f)) Requisition No: Department:

Project Description:

The purchase of any item utilizing any Federal Funding must comply with current applicable Circular #17..
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Revised /2025
Other (requires detailed comments)

NEW TECHNOLOGY PURCHASES
Does the new technology meet the criteria to be reviewed by the Technology Steering and Alignment Committee (TSAC)? Yes ____ No ____
If yes, was it approved by this committee? Yes ____ No ____ Approval Name Signature Date
Requestor
Division Manager
Department Director
Chief Information Officeri
Buyer
Purchasing Manager
Director of Finance
i Information technology (IT) purchases will require Chief Information Officer Signature Buyer Comments:
(insert required text field in Adobe)
Comments
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Copyright 2022, Peregrine Technologies, Inc. All rights reserved. Copyright extends to all pages of this document.

PEREGRINE CUSTOMER ORDER FORM & SCOPE OF SERVICES
Customer Information
Customer Name: Modesto Police Department Contact: Chris Adams Address: 600 10th Street, Modesto, CA 95354
Phone: 209-652-1582
Email: [email protected] Fax: N/A
Peregrine Services
Effective Date: January 31, 2024
Term: From the Effective Date through January 2027 Initial Term Service Fee: The following fee schedule is available to the Customer if Order Form is signed on or before January 31, 2024. Unless otherwise terminated as set forth in the Terms and Conditions, Customer shall pay Peregrine a service fee of $184,500 annually for the Term as follows:
a. $184,500 within 30 days of the Effective Date
b. $184,500 within 30 days of January 31, 2025
c. $184,500 within 30 days of January 31, 2026
Users: Customer may allow an unlimited number of employees of the Modesto Police Department to access and use the Service.

Onboarding and Training Services: Peregrine will provide Customer with an introductory training session that provides an overview of the Service, background on accessible data sources as of the Effective Date and an introduction to the analytic capabilities of the Service. Peregrine will provide additional training, including refresher sessions and advanced training modules, from time to time upon mutual agreement of the parties.

Professional Services: The initial Customer Data sources and systems that Peregrine will integrate with the Service for Customer are: Axon/Evidence.com, INFORM RMS, ONBASE, IQRMS, Current Central Square CAD, Genetec VMS, MPD Vigilant LPR (30-day retention), MPD Fleet 3 LPR (30-day retention), Survey 1-2-3, GoModesto, City Utilities, Stanislaus County Insight LPR (30-day retention), area Vigilant Commercial LPR reads (federated only), select area Vigilant LPR reads (30-day retention). The fee schedule above supports up to 400 million annual LPR reads across all listed LPR sources. The Customer shall support Peregrine to gain necessary access to Central Square CAD, Insight LPR, Vigilant Commercial LPR scans, and area Vigilant LPR reads. #17..
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1 Proprietary and Confidential
Peregrine services are provided subject to the terms set forth above on this Order Form together with the attached Terms and Conditions Agreement
capitalized term used in this Order Form but not defined herein shall have the meaning ascribed to it in the Terms and Conditions. By signing this Order From, Peregrine and Customer each agree to the terms and conditions set forth in this Agreement. In the event of any conflict between this Order Form and the Terms and Conditions, the terms of this Order Form shall govern to the extent of such conflict. This Order Form may be executed in counterparts (which may be delivered by electronic mail of .pdf files), each of which counterparts, when so executed and delivered, shall be deemed to be an original, and all of which counterparts, taken together, shall constitute one and the same instrument.

Peregrine: Customer:

By: By:

Name: Nicholas Noone Name:

Title: President & CEO Title:

Signed by: January 31, 2024 Signed by: January 31, 2024 Attest: ____________________________________
[XX]
Any additional data integrations or new functionality shall be subject to mutual written agreement of the parties, including with respect to fees. All additional data integration services or new functionality and corresponding fees will be set forth in a statement of work.

For clarity, Peregrine will provide any other Professional Services and additional data integration services in accordance with Section 2.2 of the Terms and Conditions. #17..
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Peregrine Customer Terms and Conditions
These Peregrine Customer Terms and Conditions govern the provision of the services described on the attached Order Form Peregrine the Modesto Police Department
Customer By executing an Order Form with Peregrine, Customer agrees to be bound by these Terms and Conditions.

1. Definitions.

Aggregated Data Section 6.1.

CJIS Security Policy
Officer, currently located at https://www.fbi.gov/services/cjis/cjis-security-policy-resource-center.

Client-Side Software eans any software in source or object code form that Peregrine makes available for use in Criminal Justice Information Services Division CJIS e for the collection, warehousing, and timely dissemination of relevant criminal justice information to the FBI and to qualified law enforcement, criminal justice, civilian, academic, employment and licensing agencies.

Customer Data
Peregrine via the Service or otherwise in connection with this Agreement, including any databases Customer ce; provided that, for purposes of clarity,
Customer Data as defined herein does not include Aggregated Data.

Documentation means the materials supplied by Peregrine hereunder, in any media, including any and all ls, training materials, guides, functional or technical specifications or other materials for use in conjunction with the Service.
means any information that, individually or in combination, does or can identify a specific individual or by or from which a specific individual may be identified, contacted, or located, including without applicable laws, rules, or regulations relating to data privacy. has the meaning specified in Section 2.2.

Service proprietary platform that assists Users with criminal investigations and police leadership decision making, consisting of a hosted web-based interface and the Client-Side Software. For purposes of this Agreement, the Service is exclusive of Professional Services that may be rendered upon mutual agreement of the parties in accordance with Section 2.2.
has the meaning specified in Section 2.2.

Third Party Data
accessible via the Service. For clarity, Third Party Data does not include any Customer Data.

Third Party Products means any third-party products provided with, integrated with, or incorporated into the Service, including Third Party Data.

Users
Form (including number and type of individuals who may access the Service) and that have been supplied user identifications and passwords by Peregrine.

2. Provision of the Service and Additional Services.

2.1. Service. During the Term and subject to the terms and conditions of this Agreement, including payment of the fees set forth on the Order Form, Customer may: (a) access and use the Service for up to the number of Users set forth in the Order Form, (b) download and reproduce the applicable Documentation solely for internal use in association with the Service, and (c) download, install, and use any Client- #17..
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3 Proprietary and Confidential
use of the Service, in each case on a nonexclusive, non-transferable, and non-sublicensable basis and solely for . Peregrine shall provide Customer with authentication credentials for individual Users upon written request from authorized personnel of Customer, (ii) onboarding and training services Onboarding and Training Services (iii) telephone and standard technical Technical Support
at its sole cost and expense, provide all facilities and equipment that may be necessary for Peregrine to perform the Services.

2.2. Professional Services. Except as set forth in the Order Form, in the event that Customer requests that Peregrine perform data integration, configuration or implementation services regarding the Service, including integration of Customer Data or Third Party Data and creation of specific modifications to the Service (but excluding any Onboarding and Training Services), Peregrine will discuss the scope and fees for such services and, if agreed, such work will be performed pursuant to a statement of work executed by the parties and referencing this SOW Professional Services
associated with the Professional Services shall be set forth in the applicable SOW and Customer shall pay such fees in accordance with Section 4.2 below. To the extent the Professional Services result in any software code or other Work Product ely by
Service under
Peregrine to provide the Professional Services.

2.3. Access and Policies.
necessary for Peregrine to provide the Service, Onboarding and Training Services, Technical Support, and any Professional Se
policies as provided by Customer to Peregrine in writing in advance of any on-site visits. Customer will also permit and enable Peregrine to have offsite
Service in order to provide the Service, Technical Support and Professional Services. Peregrine agrees to comply with the CJIS Security Policy in connection with its access to Customer Data, including CJIS-defined policies for remote access.

2.4. Compliance with Applicable Laws. Each party and its agents shall comply with all laws applicable to the performance or receipt, as applicable, of the Service hereunder.

2.5. Licenses and Permits. Peregrine and its employees, agents, and any subcontractors have, and will maintain at their sole cost and expense, all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. In addition to the foregoing, Peregrine and any subcontractors shall obtain and maintain during the term of this Agreement valid business licenses from Customer as required by law.

2.6. Nondiscrimination and Equal Opportunity. Peregrine shall not discriminate, on th religion, color, national origin, age, physical or mental handicap or disability, medical condition, genetic information, marital status, sex, sexual orientation, gender or gender identity, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Peregrine under this Agreement. Peregrine shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Peregrine thereby.

2.7. Suspension. Notwithstanding anything to the contrary in this Agreement, Peregrine may temporarily User Service if: (a) Peregrine reasonably determines
that (i) there is a threat or attack on the Service; (ii User Service disrupts or poses a security risk to the Service or to any other customer or vendor of Peregrine; (iii) Customer, or any User, is using the Service for fraudulent or illegal activities; (iv) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (v #17..
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provision of the Service to Customer or any User is prohibited by applicable law; or (vi) any Customer Data submitted, posted, or otherwise transmitted by or on behalf of Customer or an User through the Service may infringe or b) any vendor of Peregrine has suspended
Third Party Products required to enable Customer to access the Service; or (c) if Customer fails to pay any undisputed fees when due (any such suspension described in subclauses (a), (b), or (c Service Suspension ce
of any Service Suspension to Customer and to provide updates regarding resumption of access to the Service following any Service Suspension. Peregrine shall use commercially reasonable efforts to resume providing access to the Service as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Peregrine will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any User may incur as a result of a Service Suspension.

2.8. Third Party Products. Peregrine may from time to time make Third Party Products available to Customer or Peregrine may allow for certain Third Party Products to be integrated with the Service. For purposes of this Agreement, such Third Party Products are subject to their own terms and conditions. Peregrine is not responsible for the operation of any Third Party Products and makes no representations or warranties of any kind with respect to Third Party Products or their respective providers. If Customer does not agree to abide by the applicable terms for any such Third Party Products, then Customer should not install or use such Third Party Products. By authorizing Peregrine to transmit Customer Data from Third Party Products into the Service, Customer represents and warrants to Peregrine that it has all right, power, and authority to provide such authorization.

2.9. Open Source Components. Certain aspects of the Service, such as the Client-Side Software, may contain or be distrib Open Source Components
list of Open Source Components for a particular version of any distributed portion of the Service, such as the Client- . To the extent required by the license applicable to such Open Source Components: (a) Peregrine will use reasonable efforts to deliver to Customer any notices or other materials (such as source code); and (b) the terms of such licenses will apply to such Open Source Components in lieu of the terms of this Agreement. To the extent the terms of such licenses prohibit any of the restrictions in this Agreement with respect to any particular Open Source Component, such restrictions will not apply to such Open Source Component.

To the extent the terms of such licenses require Peregrine to make an offer to provide source code or related information in connection with the Open Source Component, such offer is hereby made. For purposes of clarity, Open Source Components are Third Party Products.

3. Customer Responsibilities.

3.1. Generally. Customer is responsible for all activities that occur under User accounts. Customer also shall: (a) ensure it has all rights necessary for Peregrine to integrate the Customer Data with the Service; (b) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (c) prevent unauthorized access to, or use of, the Service, and notify Peregrine immediately of any unauthorized access or use; (d)_ensure each User has its own unique account on the Service and that Users do not share their account credentials with one another or any third party; and (e) comply with all applicable laws in using the Service. Customer agrees to provide its Users with the applications necessary to run the Service as set forth in the Documentation.

3.2. Use Restrictions. Customer shall not use the Service for any purposes beyond the scope of access granted under this Agreement. Without limiting the generality of the foregoing, Customer shall not, and shall ensure Users do not: (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party; (b) send spam or otherwise duplicative or unsolicited messages via the Service; (c) send or store infringing or unlawful material; (d) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (e) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (f) attempt to gain unauthorized access to the Service or its related systems or networks; (g) copy, modify, or create derivative works based upon the Service or any component thereof; (h) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Service or any component thereof; (i) use the Service in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property or other right of any third party or that violates any applicable law; (j) #17..
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access or use the Service for purposes of competitive analysis of Peregrine or the Service, the development, commercial disadvantage; or (k) input, upload, transmit, or otherwise provide to or through the Service any information or materials, including Customer Data, that are unlawful or injurious in any way

3.3. CJIS Requirements. Customer certifies that it and its Users will comply with the following CJIS requirements:
(a) Customer agrees to use training, policy and procedures to ensure Users use proper handling, processing, storing and communication protocols for Customer Data and any Third Party Data; (b) Customer agrees to protect the Service and any Third Party Data by monitoring and auditing staff user activity to ensure that it is only within the purview of system application development, system maintenance and the support roles assigned; (c) Customer will only provide access to the Service and any Third Party Data through Customer-managed role-based access and applied sharing rules configured by Customer; (d) Customer agrees to create and retain activity transaction logs to enable auditing by Peregrine staff, CJIS and any Third Party Data owners; (e) Customer agrees to perform to reinforce staff policies for creating User accounts with only one Customer domain email address for each User, with exceptions only as granted in writing by Peregrine.

3.4. Operation Restrictions. Under certain circumstances, it may be dangerous to operate a moving vehicle while attempting to operate a laptop, mobile device or other touch screen and any of their applications. Customer agrees that the Users will be instructed to only utilize the interface for the Service at times when it is safe to do so.

Peregrine is not liable for any accident caused by a result of distraction such as from viewing the screen while operating a moving vehicle.

3.5. Customer Logo.
that such use will comply with any standard trademark guidelines provided by Customer to Peregrine.

3.6. Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Peregrine by mail, email, telephone, or otherwise, suggesting or recommending changes to the Service, including without limitation, new features or functionality relating thereto, or any comments, questions, Feedback
limitation between the parties governing such Feedback.

4. Fees & Payment.

4.1. Fees. Customer shall pay the fees for the Service as specified in the Order Form and in any SOWs. All fees are non-refundable except to the extent otherwise expressly set forth in this Agreement.

4.2. Payment Terms. Except as set forth on the Order Form, Customer shall pay all fees within thirty (30) days of Peregrine issuing an invoice.

4.3. Taxes.

Taxes Customer is responsible for paying all Taxes, If
Peregrine has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Peregrine with a valid tax exemption certificate authorized by the appropriate taxing authority.

5. Proprietary Rights. The Peregrine Technology (a) the Peregrine name, the Peregrine logo, and other trademarks and service marks; (b) audio and visual information, documents, software and other works of authorship, including training materials; (c) other technology included in the Service, including Client-Side Software, graphical user interfaces, workflows, products, processes, algorithms, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information provided by Peregrine under this Agreement; and (d) the work product or other results of Professional Services. Peregrine owns and shall retain all rights in the Peregrine Technology. Other than as expressly set forth in Section 2.1 above, no license or other rights in or to the Peregrine Technology or related intellectual property rights are granted to Customer or Users, and all such licenses and rights are hereby expressly reserved to Peregrine. Peregrine Technology
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6. Data Access, Sharing and Security. 6.1. Customer Data. Peregrine may access, reproduce, and use Customer Data to provide the Service, including to provide Technical Support, Onboarding and Training Services and any Professional Services. Customer agrees that Peregrine may generate technical logs, data and insights about Peregrine Insights
aggregated and anonymized form that does not individually identify any person or entity, including Customer or its Aggregated Data
proprietary software and services, and that Peregrine shall own the Peregrine Insights and the Aggregated Data.

Peregrine shall destroy Peregrine Insights and Aggregated Data on termination of this Agreement. Peregrine may choose to terminate the provision of any Customer Data via the Service if the provision of such data may be harmful to the Service, as determined by Peregrine in its reasonable discretion. Within ten (10) days of email request, Peregrine shall provide Customer an electronic export of all data by way of a relational database SQL format.

6.2. CJIS Security Policy. Peregrine has implemented procedures to allow for adherence to the CJIS Security Policy. The hosting facility for the Service uses access control technologies that meet or exceed CJIS requirements.

In addition, Peregrine has installed and configured solid network intrusion prevention appliances for adherence to the CJIS Security Policy.

6.3. Third Party Data. Any Third Party Data that Peregrine may provide via the Service is governed by the third Peregrine may choose to terminate the provision of any Third Party Data via the Se rights to such Third Party Data terminate or the provision of such data may be harmful to the Service, as determined by Peregrine in its reasonable discretion.

6.4. Processing of Personal Information ations with respect to Personal information <https://peregrine.io/privacy-policy/>.

Personal Information included within Customer Data and processed by Peregrine on behalf of Customer is governed by this Agreement.

6.5. Sensitive Information; Marking Requirements. To the extent Customer provides Customer Data that Customer considers Sensitive
Information
Customer Data as Sensitive Information. Customer shall provide Peregrine with documentation and/or instructions in writing with sufficient detail for Peregrine to identify and distinguish content that is Sensitive Information within other provided Customer Data. Customer shall (a) mark Sensitive Information on its face, (b) make the appropriate designations for Sensitive Information in document metadata, (c) provide Peregrine with a table or other list of Sensitive Information that contains sufficient detail to identify the Sensitive Information; or (d) identify Sensitive Information to Peregrine in some other mutually agreed upon method. Peregrine shall not be responsible for failure to designate Sensitive Information with specific access control status based on Customer failure to provide sufficient information to identify Sensitive Information.

7. Confidentiality. 7.1. Definition of Confidential Information. Confidential Information Disclosing Party Receiving Party
orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including Customer Data, any Third Party Data, the Service, the Documentation, the Peregrine Technology, business and marketing plans, technology and technical information, product designs, and business processes.

7.2. Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party except to perform its obligations or exercise
prior written permission on a case-by-case basis. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event with less than reasonable care. If the Receiving Party is #17..
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compelled by law or a government authority to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent practicable and legally disclosure.

7.3. Exceptions. (a) is or becomes
publicly available without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (d) is received from a third party without breach of any obligation owed to the Disclosing Party.

7.4. Public Records Acts. Peregrine acknowledges that Customer is a public entity and may be governed by Public Records Act in this Section
7 shall prevent Customer from disclosing Confidential Information for purposes of complying with an applicable Public Records Act to the extent legally required.

7.5. Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section 7, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that such unauthorized disclosure or use may cause irreparable harm to the Disclosing Party for which any other available remedies are inadequate.

8. Warranties & Disclaimers.

8.1. Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Peregrine represents and warrants that (i) it will provide the Service in a professional manner consistent with the standards observed by a competent practitioner of the profession in which Peregrine is engaged, and (ii) the Service will perform in accordance with and otherwise substantially conform to its associated documentation.

8.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1, PEREGRINE MAKES NO WARRANTY OF ANY

KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE, THE PEREGRINE

TECHNOLOGY, ANY THIRD PARTY DATA AND ANY OTHER PRODUCTS OR SERVICES PROVIDED UNDER THIS AGREEMENT. PEREGRINE HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY

OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9. Indemnification.

9.1. Indemnification by Peregrine. Peregrine shall at its expense defend Customer and its officers, directors, Customer Indemnified Parties
against any Customer Indemnified Party by a third party alleging that the Service as provided to Customer and when used in accordance with this Agreement Customer
Claim
loss, damage, claims, expenses, and costs, includin
to by Peregrine in a settlement with respect to such Customer Claim; provided, that Customer (a) promptly gives written notice of the Customer Claim to Peregrine; (b) gives Peregrine sole control of the defense and settlement of the Customer Claim (provided that Peregrine may not agree to any settlement that imposes any liability or obligation on Customer , conditioned,
or delayed in the defense and
settlement of the Customer Claim. Peregrine shall have no obligation under this Section 9.1 or otherwise regarding claims that aris
(ii) any modifications to the Service made by any entity other than Peregrine (where the liability would not have arisen but for such modification), (iii) any combination of the Service with services or technologies not provided by Peregrine (where the liability would not have arisen but for such combination) portion thereof after Peregrine has terminated this Agreement or such portion of the Service in accordance with this Section 9.1, or (v) Third Party Products
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Customer Claim may cause Peregrine liability, Peregrine may in its discretion (x) obtain a license to enable Customer to continue to use the potentially infringing portion of the Service, (y) modify the Service to avoid the potential infringement, or (z) if the foregoing cannot be achieved after using reasonable commercial efforts, terminate the Agreement or the license to the infringing portion of the Service and refund the amount of any pre-paid fees applicable to the portion of the terminated Services to be provided after the termination date.

9.2. Additional Indemnity Provisions. Peregrine shall hold the City, its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, excluding any act or omission arising from the negligence of the City, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any act or omission of Peregrine. Peregrine's obligation to defend, indemnify, and hold the City, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this Agreement for Peregrine to procure and maintain a policy of insurance.

9.3. Sole Remedy. LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS BY THIRD PARTIES RELATING TO THE SERVICE OR ITS USE.

10. Limitation of Liability.

10.1. Exclusion of Consequential and Related Damages.

MISCONDUCT, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS,

LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL,

INCIDENTAL, MULTIPLE, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER

IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

10.2. Liability Cap. IN NO EVENT SHALL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO

THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING

NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID TO PEREGRINE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

11. Term & Termination.

11.1. Term of Agreement. This Agreement commences on the Effective Date and continues for the duration of Term
Section 11.2

11.2. Termination for Cause. A party may terminate this Agreement for cause upon thirty (30) days written notice of a material breach to the other party if such breach remains uncured at the expiration of such period. Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to Peregrine prior to the effective date of termination.

11.3. Data. Upon expiration or termination of this Agreement, Peregrine shall have no obligation to maintain or provide any Customer Data or Third Party Data. Unless legally prohibited, Peregrine shall delete all Customer Data in its systems or otherwise in its possession or under its control. Notwithstanding the foregoing or any other provision of this Agreement, Peregrine may use in perpetuity any Aggregated Data.

11.4. Survival. The following provisions shall survive termination or expiration of this Agreement: Sections 4, 5,

6.1, 6.3, 7, 8, 9, 10, 11.3, 11.4, and 12.

12. General Provisions.

12.1. Insurance. Peregrine shall maintain the insurance coverages described on Appendix A: Insurance.

12.2. Relationship of the Parties. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to this Agreement. #17..
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At all times during the term of this Agreement, Peregrine shall be an independent contractor and shall not be an employee of Customer. Except as Customer may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of Customer in any capacity whatsoever as an agent. Peregrine shall have no authority, express or implied, pursuant to this Agreement to bind Customer to any obligation whatsoever.

12.3. . To the extent required by applicable laws, rules, or regulations, Peregrine shall maintain any and all records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the Customer under this Agreement for a minimum of 3 years, or for any longer period required by law, from the date of final payment to Peregrine to this Agreement. All such records shall be maintained in accordance with generally accepted standards and shall be made available for inspection, audit, and/or copying during regular business hours, upon written request of the Customer.

12.4. Force Majeure. Neither party shall be liable by reason of any failure or delay in performance of its obligations under this Agreement (except for the payment of money) on account of events beyond the reasonable control of such party, which may include Internet denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, and Force Majeure Event Upon the occurrence of a Force Majeure Event, the nonperforming party will be excused from any further performance of its obligations affected by the Force Majeure Event for so long as the event continues and such party continues to use commercially reasonable efforts to resume performance.

12.5. Federal Government. Any use, copy or disclosure of the Service by the U.S. Government is subject to restrictions as set forth in this Agreement and as provided by DFARS 227.7202-1(a) and 227.7202-3(a)(1995), DFARS 252.227-7013(c)(1)(ii)(October 1998), FAR 12.212(a)(1995), FAR 52.227-19, or FAR 52.227(ALT III), as applicable.

12.6. Additional Government Terms. Peregrine acknowledges that Customer may be a public entity and, accordingly, certain additional laws, rules, and regulations may take precedence over the terms and conditions of Additional Government Terms
hereto as Error! Reference source not found., and will govern to the extent of any conflict with any other term of this Agreement.

12.7. Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon:
(a) personal delivery; (b) the second business day after mailing; (c) the second business day after sending by confirmed facsimile; or (d) after confirmed receipt of an email. Notices to Peregrine shall be addressed to the attention of Nick Noone, CEO, Peregrine Technologies, [email protected], with a copy to [email protected]. Notices to Customer are to be addressed to the individual identified in the Order Form.

12.8. Waiver; Cumulative Remedies Severability. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

12.9. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other party. Notwithstanding the foregoing, Peregrine may assign this Agreement, together with all rights and obligations hereunder, without consent of Customer, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its stock or assets that relate to this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

12.10. Governing Law. This Agreement shall be governed by the laws of California. The state courts located in Stanislaus County, CA or in the United States District Court for the Eastern District of California shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the #17..
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exclusive jurisdiction of such courts provided that nothing in this Section 12.10 prohibits either party from seeking or obtaining in any jurisdiction injunctive or similar relief in connection with the enforcement of this Agreement.

12.11. Construction. The division of this Agreement into Sections and the insertion of captions and headings are for convenience of reference only and will not affect the construction or interpretation of this Agreement. The terms ement and not to any
particular Section or other portion hereof. The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of this Agreement.

12.12. Entire Agreement. This Agreement constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.

Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (excluding the Order Form) shall be incorporated into or form any part of this Agreement, and all such terms or conditions are hereby rejected and shall be null and void. #17..
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Appendix A: Insurance
Peregrine , ), at its own cost and expense, shall procure the types and amounts of insurance specified herein and maintain that insurance throughout the term of the Agreement. The cost of such e shall be fully responsible for the acts and
omissions of its subcontractors or other agents.

Peregrine
any and all persons employed directly or indirectly by Peregrine in Customer upon written verification that Peregrine is a sole proprietor and does not have any employees and will not have any employees during the term of this Agreement.

Cyber and Information Security. Vendor shall procure and maintain for the duration of the contract insurance against claims for security breaches, system failures, injuries to persons, damages to software, breach of personal information as defined in California Civil Code section 1798.29, or damages to property (including computer equipment) which may arise from or in connection with the performance of the work hereunder by the Vendor, its agents, representatives, or employees.

Vendor shall procure and maintain for the duration of the contract insurance covering claims arising out of their services and including, but not limited to loss, damage, theft or other misuse of data, infringement of intellectual and breach of data. Such insurance policy shall cover the costs and expenses associated with complying with the security breach requirements set forth in California Civil Code section 1798.29.

Cyber Liability Insurance. Peregrine, at its own expense, will maintain Cyber Liability Insurance with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties, the costs and expenses associated with complying with the security breach requirements set forth in California Civil Code section 1798.29, as well as credit monitoring expenses.

Commercial General and Automobile Liability Insurance
General Liability Requirements. Peregrine, at its own cost and expense, shall maintain commercial general and automobile liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and $1,000,000 for property damage or $1,000,000 combined single limit. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required per-occurrence limit. This insurance shall indicate on the certificate of insurance the following coverages and indicate the policy aggregate limit applying to:
premises and operations; broad form contractual; independent Contractors and subcontractors; products and completed operations.

Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General is. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (most recent edition) covering any auto (Code 1), or if Peregrine has no owned autos, hired (code 8) and non-owned autos (Code 9). No endorsement shall be attached limiting the coverage.

Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:
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a. The Commercial General and Automobile Liability Insurance shall cover on an occurrence basis. b. Customer, its officers, officials, employees, agents, and volunteers shall be covered as additional insureds for liability arising out of work or operations on behalf of the Peregrine, including materials, parts, or equipment furnished in connection with such work or operations; or automobiles owned, leased, hired, or borrowed by the Peregrine. Coverage can be provided in the form of an endorsement to the Peregrine as CG 20 10 11 85, or both CG 20 10 10 01 and CG 20 37 10 01. c. For any claims related to this Agreement or the work hereunder, the Peregrine primary insurance as respects the Customer, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the Customer, its officers, officials, employees, agents or volunteers shall be excess of the Peregrine -contributing.
d. The policy shall cover interwhich treats each insured separately. e. Peregrine agrees to give at least 30 days prior written notice to Customer before coverage is canceled or modified as to scope or amount.

Professional & Technologies Liability Insurance. General requirements. Peregrine, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than $2,000,000 per occurrence or claim covering the Peregrine Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Vendor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.

The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruc
Policy.

Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the Agreement or the work.
c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Peregrine must purchase an extended period coverage for a minimum of five (5) years after completion of work under this Agreement. d. A copy of the claim reporting requirements must be submitted to the Customer for review prior to the commencement of any work under this Agreement.

All Policies Requirements. Submittal Requirements. Peregrine shall submit the following to Customer prior to beginning services:

Certificate of Liability Insurance in the amounts specified in this Agreement; and Additional Insured Endorsement as required for the General Commercial and Automobile Liability Polices. #17..
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Acceptability of Insurers. All insurance required by this Agreement is to be placed with insurers with a Bests' rating of no less than A:VII.

Deductibles and Self-Insured Retentions. Insurance obtained by the Peregrine shall have a self-insured retention or deductible of no more than $100,000.

Wasting Policies.
of defense).

Waiver of Subrogation. Peregrine hereby agrees to waive subrogation which any insurer or contractor may require from Peregrine by virtue of the payment of any loss. Peregrine agrees to obtain any endorsements that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not the Customer has received a waiver of subrogation endorsement from the insurer. be endorsed with a waiver of subrogation in favor of the Customer for all work performed by the Peregrine, its employees, agents, and subcontractors.

Subcontractors. Peregrine shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein, and Peregrine shall ensure that Customer, its officers, officials, employees, agents, and volunteers are covered as additional insured on all coverages.

Excess Insurance. If Peregrine maintains broader coverage and/or higher limits than the minimums shown above, the City 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 Customer.

Remedies. If at any time any of said policies shall be unsatisfactory to the Customer, as to form or substance, or if a company issuing such policy shall be unsatisfactory to the Customer, the Contractor shall promptly obtain a new policy, submit the same to the Risk Manager for approval and submit a certificate thereof as hereinabove provided.

Upon failure of the Contractor to furnish, deliver or maintain such insurance and certificates as above provided, this Agreement, at the election of the City, may be forthwith declared suspended or terminated. Failure of the Contractor to obtain and/or maintain any required insurance shall not relieve the Contractor from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Contractor concerning indemnification.

Appendix B: Provisions for California Public Entities
Compliance with Applicable California Laws. Peregrine shall, to the extent required by the California Labor Code, pay not less than the latest prevailing wage rates as determined by the California Department of Industrial Relations.

California Public Records Act. Peregrine acknowledges that Customer is a public entity governed by the California Public Records Act and that nothing in this Agreement shall prevent Customer from disclosing Confidential Information for purposes of complying with the California Public Records Act.

PERS Indemnification by Peregrine. In the event that Peregrine or any employee, agent, or subcontractor of Peregrine providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees R
Customer, at Peregrine shall indemnify, defend, and hold harmless Customer for the payment of any employee and/or employer contributions for PERS benefits on behalf of Peregrine or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of Customer.

Political Reform Act Conflicts. Peregrine may serve other clients, but none whose activities within the corporate term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. No officer #17..
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or employee of Customer shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq.

California State Auditor Requirements. Pursuant to Government Code Section 8546.7, the Agreement may be subject to the examination and audit of the State Auditor for a period of 3 years after final payment under the Agreement.
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

June 24, 2025
Date: May 17, 2025
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Brandon Gillespie, Chief of Police
SUBJECT: California Violence Intervention and Prevention (CalVIP) Grant Program Application
CONTACT: Chris Adams, Police Captain, [email protected], 209-572-9500 DESCRIPTION:

Consider approving the submission of a grant application for the California Violence Intervention and Prevention (CalVIP) Grant Program to the Board of State and Community Corrections for up to $2 million in grant funds. (Funding Source: General Fund)
STRATEGIC PLAN ELEMENT:

This item is related to the adopted City Council 2025-2026 Strategic Plan focus area of Quality of Life under Goal - Improve community safety and quality of life through a combination of prevention and intervention efforts that address safety and its underlying issues.

BACKGROUND:

Formerly known as the California Gang Reduction, Intervention & Prevention (CalGRIP) Grant Program, the State Legislature established the California Violence Intervention and Prevention (CalVIP) Grant Program in Fiscal Year (FY) 2017-18. CalVIP encouraged jurisdictions to develop local approaches that would meet the diverse needs of each community. In 2019, the CalVIP grant was codified as the Break the Cycle of Violence Act (Chapter 735, Statues of 2019) and established the authority and duties of the Board of State and Community Correction (BSCC) to administer CalVIP, including the selection criteria for grants and reporting requirements to the Legislature.

Historically, CalVIP has received approximately $9 million each year. In 2021, the state Budget Act provided a one-time augmentation of $200 million across three (3) fiscal years to enhance CalVIP (FY 2021-22, 2022-23, 2023-24).
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California Violence Intervention and Prevention (CalVIP) Grant Program Application