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*Via Teleconference
Councilmember Ricci
Marriott Charleston
170 Lockwood Boulevard
Charleston, South Carolina
Inquire at the Front Desk
MODESTO CITY COUNCIL
www.modestogov.com
AGENDA
City of Modesto
CITY COUNCIL MEETING
Chambers, Basement Level
Tenth Street Place, 1010 10th Street
Modesto, California
Tuesday, March 10, 2026 at 5:30 PM
Roll Call - Councilmembers Alvarez, Bavaro, Escutia-Braaton, Ricci, Williams, Wright, Mayor Zwahlen
* Public Comment will only be in-person. Members of the public who wish to address the Council, by providing public comment, during the meeting must do so in-person in the Council Chambers.
As an alternative, members of the public may also provide written public comment submitted via email as indicated in the Submitting Comments by Email instructions on this agenda. Zoom will still be available for viewing and Wordly translation.
*Members of the public will be allowed to provide public comment through Zoom if a Councilmember is participating remotely pursuant to the provisions of California Government Code section 54953.8.3.
*If a technical issue arises with Zoom or the phone dial-in option, the Council meeting will continue unless the meeting is being held pursuant to the provisions of Senate Bill 707, California Government Code section 54953.8.3. Alternative viewing options are listed below, and the meeting is physically open to the public.
“Wordly” can translate into 25+ different languages! To access written translation during the meeting, please scan the QR Code or click this link https://attend.wordly.ai/join/RJDY-6364.
"Wordly" puede traducir a más de 25 idiomas diferentes! Para acceder a la traducción durante la reunión, por favor escanee el código QR o haga clic en el enlace https://attend.wordly.ai/join/RJDY-6364.
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You may observe a livestream of the meeting at http://media.modestogov.com. You may also view or listen to the meeting as indicated below.
THE MEETING CAN BE VIEWED BY ZOOM VIDEO
CONFERENCING OR TELEPHONE
Joining the City Council meeting via Zoom
The City of Modesto is now offering the ability to view Council meetings via telephonic conferencing via “Zoom” video conferencing computer technology. The meeting may be accessed through the use of Zoom using the following options:
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To use Zoom, please visit: https://zoom.us/ and either sign-up for a free Zoom account or continue as a guest. Once you have downloaded the app onto your mobile device, joined from your web browser, or downloaded the Zoom software on your computer you will be ready for the upcoming Council meeting.
Joining the City Council meeting via Telephone
If you don’t have a smart phone or computer to access the meeting via Zoom, you can listen by phone, by calling 1-877-853-5257 (Toll Free) or 1-888-475-4499 (Toll Free) and enter the Webinar ID: 958 9549 7651 Passcode: 84326
SUBMITTING COMMENTS BY E-MAIL
Written comments may be submitted via email to: [email protected] (include Agenda Item Number in the subject line). All comments will be shared with the Councilmembers and placed in the record but will not be read aloud during the meeting. Written comments must be received two hours before the meeting.
This Agenda is on file in the City Clerk’s Office, Sixth Floor, 10th Street Place, Posting Board at entry of 10th Street Place, and is available on the City’s Web site at www.modestogov.com.
Materials related to an item on this Agenda submitted to the Council after distribution of the agenda packet are available for public inspection in the Clerk’s office during normal business hours. Such documents are also available online, subject to staff’s ability to post the documents before the meeting, at the following website https://www.modestogov.com/council-meetings In accordance with the requirements of Title II of the Americans with Disabilities Act (“ADA”) of 1990, the Fair Employment & Housing Act (“FEHA”), the Rehabilitation Act of 1973 (as amended), Government Code section 11135 and other applicable codes, the City of Modesto (“City”) will not discriminate against individuals on the basis of disability in the City’s services, programs, or activities. For more information, please visit the City of Modesto website at https://www.modestogov.com/865/Americans-with-Disabilities-Act-ADA - 2 -
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In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk (209) 577-5396. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting.
Pledge of Allegiance to the Flag
Invocation
City Clerk’s Announcements
Declaration of Conflicts of Interest
Reports from Closed Session
ACKNOWLEDGEMENTS AND PRESENTATIONS
1. Proclamation declaring March as American Red Cross Month. (Funding Source: Not Applicable)
CITY COUNCIL; Breanna Griffin, 209-577-5421, [email protected]
MISCELLANEOUS
Legislation, Appointments, Other
2. Consider approving the appointment of Katherine Zagone as the 2026 Culture Commission representative to the Landmark Preservation Commission, with a term expiration of December 31, 2026. (Funding Source: Not Applicable) Staff Recommendation:
Resolution approving the appointment of Katherine Zagone as the 2026 Culture Commission representative to the Landmark Preservation Commission, with a term expiration of December 31, 2026.
PRN; Jessica Flores, 209-577-5366, [email protected]
PUBLIC COMMENT PERIOD
Three-minute time limit per speaker.
Only interested persons in the audience may present these matters. Under State law, Councilmembers may respond to matters being presented under this item only as follows:
a. Briefly respond to statements made or questions raised. b. Ask a question for clarification.
c. Provide a reference to staff or other resources for factual information. d. Request staff to report back at a subsequent meeting. e. Finally, a Councilmember or the Council itself may take action to direct staff to place a matter of business on a future agenda.
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CONSENT ITEMS – ROLL CALL VOTE REQUIRED
Information concerning the consent items listed below has been forwarded to each Councilmember prior to this meeting for study. Unless some member of the audience or Councilmember has a question concerning an item and asks that it be withdrawn from the consent list, the Council approves the items at one time. The action taken by the Council in approving consent items is set forth in the explanation of this individual item.
CONSENT
An item may be removed from consent and discussed at the request of an audience member or Council member.
Consent
3. Consider approving the Minutes for the March 3, 2026 Council Meeting. (Funding Source: Not Applicable)
Staff Recommendation:
Motion approving the Minutes for the March 3, 2026 Council Meeting.
CITY CLERK; Diane Nayares-Perez, 209-577-5396, [email protected] Consent
4. Consider approving a Fourth Amendment to the Agreement with CGI Technologies and Solutions Inc., Fairfax, Virginia, for the CGI Advantage Performance Budgeting and Advantage Insight Reporting software, increasing the Agreement amount by $464,965 to a new total amount not to exceed $2,141,393 through the duration of the Agreement and extending the term of the Agreement from March 31, 2026 through March 31, 2029. (Funding Source: Various Funds)
Staff Recommendation:
Resolution approving a Fourth Amendment to the Agreement with CGI Technologies and Solutions Inc., Fairfax, Virginia, for the CGI Advantage Performance Budgeting and Advantage Insight Reporting software, increasing the Agreement amount by $464,965 to a new total amount not to exceed $2,141,393 through the duration of the Agreement and extending the term of the Agreement from March 31, 2026 through March 31, 2029; and authorizing the City Manager, or his designee, to execute the Amendment.
BUDGET; Kaceey Culbertson, 209-571-5855, [email protected] Consent
5. Consider accepting the 2025 General Plan Annual Progress Report and authorizing staff to submit it to the State of California. (Funding Source: General Fund) Staff Recommendation:
Resolution accepting the 2025 General Plan Annual Progress Report and authorizing staff to submit it to the State of California.
CED; Jessica Hill, 209-577-5211, [email protected]
Consent
6. Consider approving a Second Amendment and Reinstatement of the Letter of Intent between the United Soccer League, LLC and the City of Modesto to extend an - 4 -
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exclusive negotiating period to June 10, 2026. (Funding Source: General Fund) Staff Recommendation:
Resolution approving a Second Amendment and Reinstatement of the Letter of Intent between the United Soccer League, LLC and the City of Modesto, and authorizing the City Manager, or his designee, to execute the Amendment and Reinstate the Letter.
CED; Taranjot Khehra, 209-577-5239, [email protected] Consent
7. Consider accepting the Downey Shade Structure and Parking Lot Replacement Project as complete, releasing securities, releasing payments totaling $609,728 to Westside Landscape & Concrete, Inc. of Newman, CA, and authorizing the City Clerk to file a Notice of Completion. (Funding Source: Various Funds)
Staff Recommendation:
Resolution accepting Downey Shade Structure and Parking Lot Replacement Project as complete, releasing securities, releasing payments totaling $609,728 to Westside Landscape & Concrete, Inc. of Newman, CA, and authorizing the City Clerk to file a Notice of Completion.
ENGINEERING SERVICES; Peter Kambel, 209-577-5444, [email protected] Consent
8. Consider accepting Rebid La Loma Sewer Replacement Phase 1 Project as complete, releasing securities, releasing payments totaling $6,065,080 to Mozingo Construction Inc., of Oakdale, CA, and authorizing the City Clerk to file a Notice of Completion. (Funding Source: Wastewater Fund)
Staff Recommendation:
Resolution accepting Rebid La Loma Sewer Replacement Phase 1 Project as complete, releasing securities, releasing payments totaling $6,065,080 to Mozingo Construction Inc., of Oakdale, CA, and authorizing the City Clerk to file a Notice of Completion.
ENGINEERING SERVICES; Peter Kambel, 209-577-5444, [email protected] Consent
9. Consider approving a Cost Sharing Agreement with the County of Stanislaus for 7th Street Bridge Project. (Funding Source: Streets Capital Facility Fees, Measure L and Water Fund)
Staff Recommendation:
Resolution approving a Cost Sharing Agreement with the County of Stanislaus for 7th Street Bridge Project and authorizing the City Manager or his designee to execute the Agreement.
Resolution amending the Fiscal Year 2025-26 Capital Improvement fund budgets in the amount of $16,300,000 to fund the 7th Street Bridge Construction Project and authorizing the City Manager, to take the necessary steps to implement the provisions of the resolution.
ENGINEERING SERVICES; Toby Wells, 209-571-5542, [email protected] - 5 -
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Consent
10. Consider accepting the “Final Report – City of Modesto, Project Compliance Audit” for State Route 132 West Freeway/Expressway – Phase 1 Project and Crows Landing Road Pavement Rehabilitation Project from the Independent Office of Audits and Investigations (IOAI). (Funding Source: Not Applicable) Staff Recommendation:
Resolution accepting the results of the “Final Report – City of Modesto, Project Compliance Audit” for State Route 132 West Freeway/Expressway – Phase 1 Project and Crows Landing Road Pavement Rehabilitation Project from the Independent Office of Audits and Investigations (IOAI).
ENGINEERING SERVICES; Toby Wells, 209-571-5542, [email protected] Consent
11. Consider approving the Memorandum of Understanding with Yosemite Rivers Alliance, formerly known as Tuolumne River Trust, for habitat restoration at the Carpenter Road Parcel of Tuolumne River Regional Park. (Funding Source: Not Applicable)
Staff Recommendation:
Resolution approving the Memorandum of Understanding with Yosemite Rivers Alliance, formerly known as Tuolumne River Trust, for habitat restoration at the Carpenter Road Parcel of Tuolumne River Regional Park and authorizing the City Manager, or his designee, to execute the Agreement.
ENGINEERING SERVICES; Nathan Houx, 209-571-5526, [email protected] Consent
12. Consider accepting the Monthly Investment Report for December 2025. (Funding Source: Various Funds)
Staff Recommendation:
Motion accepting the Monthly Investment Report for December 2025.
FINANCE DEPARTMENT; Calogero Maniscalco, 209-577-5219,
[email protected]
Consent
13. Consider accepting an Informational Report for the January 2026 Accounts Payable Payment Register and Void Report. (Funding Source: Not Applicable) Staff Recommendation:
Motion accepting an Informational Report for the January 2026 Accounts Payable Payment Register and Void Report.
FINANCE DEPARTMENT; Maria Garnica, 209-577-5249,
[email protected]
Consent
14. Consider approving the Agreements for On-Call Hazardous Waste and Biohazardous Waste Remediation services to GrayMar Environmental Services, LLC Moses Lake, WA, and Clean Harbor Environmental Services, Inc., Norwell, MA, for a total combined amount not to exceed $1,380,422 over five years. (Funding Source: Various - 6 -
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Funds)
Staff Recommendation:
Resolution approving the Award of Proposal and Agreements for On-Call Hazardous Waste and Biohazardous Waste Remediation services to GrayMar Environmental Services, LLC Moses Lake, WA, and Clean Harbor Environmental Services, Inc., Norwell, MA, for two year agreement with three one-year extension options, for an estimated annual combined amount of $276,084 and a total combined amount not to exceed $1,380,422 over five years; and authorizing the Director of Finance to adjust agreement totals between vendors based on contractor’s availability and department’s needs, ensuring the combined total amount does not change and authorizing the City Manager, or his designee, to execute the Agreements.
FINANCE DEPARTMENT; Dianne Love, 209-571-5174, [email protected] Consent
15. Consider approving an Agreement for the furnishing of City-Wide Security Services to Inter-Con Security Systems, Inc., Pasadena, CA for a total amount not to exceed $7,112,000 over seven years. (Funding Source: Various Funds) Staff Recommendation:
Resolution approving an Agreement with Inter-Con Security, Pasadena, CA by utilizing the Competitive Bid Process with Stanislaus County General Services, for City-wide Security Services for a three year Agreement with four one-year extension options, for an estimated annual amount of $1,016,000, and a total amount not to exceed $7,112,000 over seven years; and authorizing the City Manager or his designee, to execute the Agreement.
FINANCE DEPARTMENT; Dianne Love, 209-571-5164, [email protected] Consent
16. Consider approving the purchase for five Fleet Additions and seven Replacements which include ten Ford Mavericks and two Ford E-350 Vans in a total amount not to exceed $559,191. (Funding Source: Measure H and Fleet Replacement Fund) Staff Recommendation:
Resolution approving the Competitive Bidding Process from Sourcewell through State of Minnesota to Rush Truck Centers, Ceres, CA for the purchase of ten Ford Mavericks for an amount not to exceed $378,724; and authorizing the Director of Finance, or her designee, to issue the Purchase Order; and authorizing the Director of Finance or her designee to execute any Change Orders not to exceed 15% of the total purchase price.
Resolution approving the Competitive Bidding Process from Sourcewell through State of Minnesota to Rush Truck Centers, Ceres, CA for the purchase of two Ford E-350 Vans for an amount not to exceed $180,467; and authorizing the Director of Finance, or her designee, to issue the Purchase Order; and authorizing the Director of Finance or her designee to execute any Change Orders not to exceed 15% of the total purchase price.
FINANCE DEPARTMENT; Dianne Love, 209-571-5164, [email protected] - 7 -
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Consent
17. Consider approving a Third Amendment for Bottled Water Delivery Services for Citywide locations to BlueTriton Brands Inc. doing business as (DBA) Primo Brands Manteca, CA increasing the Agreement amount by $100,000 over the term of the Agreement. (Funding Source: Various Funds)
Staff Recommendation:
Resolution approving a Third Amendment with BlueTriton Brands Inc. DBA Primo Brands Manteca, CA for Bottled Water Delivery Services for Citywide locations increasing the Agreement amount by $100,000 for the total revised total amount of $795,000 for the term of the agreement; and authorizing the City Manager, or his designee, to execute the Amendment.
FINANCE DEPARTMENT; Dianne Love, 209-571-5174, [email protected] Consent
18. Consider approving the First Amendment to the Lease Agreement with Beard Land Improvement Company of Modesto, CA for the Lease of the Modesto Fire Department Administration Building located at 409 12th Street, Modesto, CA, extending the term of the agreement to March 31, 2029, increasing the Agreement amount by $490,716 to a new total amount not to exceed $1,196,790. (Funding Source: General Fund) Staff Recommendation:
Resolution approving the First Amendment to the Lease Agreement with Beard Land Improvement Company of Modesto, CA, for the Lease of the Modesto Fire Department Administration Building located at 409 12th Street, Modesto, CA, extending the term of the agreement to March 31, 2033, increasing the Agreement amount by $490,716 to a new estimated total amount not to exceed $1,196,790, and authorizing the City Manager, or his designee, to execute the Amendment.
FIRE DEPARTMENT; Shanon Evans, 209-572-9590, [email protected] Consent
19. Consider approving an Agreement with the SHI International Corporation of Somerset, New Jersey, for the City’s Microsoft “Enterprise Agreement” (MSEA) and additional Microsoft licensing, for a total amount not to exceed $3,409,621, over three years. (Funding Source: Information Technology Fund)
Staff Recommendation:
Resolution approving an Agreement with the Software House International (SHI) Corporation of Somerset, New Jersey, by utilizing the competitive bid process with Riverside County, for a total amount not to exceed $3,409,621 over three years and authorizing the City Manager, or his designee, to execute the Agreement.
IT; Kyle Ford, 209-571-5593, [email protected]
Consent
20. Consider approving the purchase of a factory-new Lycoming TIO-540-AH1A engine for the Modesto Police Department’s GA8 TC-320 Airvan, Sky-1 to GippsAero Pty Ltd, Victoria, Australia, for a total amount not to exceed $254,000 (Funding Source:
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Traffic Safety Fund)
Staff Recommendation:
Resolution approving the purchase of a factory-new Lycoming TIO-540-AH1A engine with GippsAero Pty Ltd, Victoria, Australia for the Modesto Police Department’s GA8 TC-320 Airvan, Sky-1, for a total amount not to exceed $254,000; and authorizing the Director of Finance, or her designee to issue the Purchase Order.
POLICE DEPARTMENT; Christopher Adams, 209-572-9500,
[email protected]
Consent
21. Consider approving an Agreement with Carollo Engineers, of Walnut Creek, CA, for the preparation of the Wastewater Engineer’s Report Update in the amount of $136,668, plus $13,667 in additional services (if needed) for an Agreement total not to exceed $150,335; and an Agreement with Bartle Wells Associates, of Berkeley, CA, for the preparation of the Wastewater Rate and Fee Study in the amount of $188,600, plus $18,860 in additional services (if needed) for an Agreement total not to exceed $207,460. (Funding Source: Wastewater Fund)
Staff Recommendation:
Resolution approving an Agreement with Carollo Engineers, of Walnut Creek, CA, for the Wastewater Engineer’s Report Update in the amount of $136,668, plus $13,667 in Additional Services, if needed, for an Agreement total amount not to exceed $150,335 and authorizing the City Manager, or his designee, to execute the Agreement.
Resolution approving an Agreement with Bartle Wells Associates, of Berkeley, CA, for the Wastewater Rate and Fee Study in the amount of $188,600, plus $18,860 in Additional Services, if needed, for an Agreement total amount not to exceed $207,460 and authorizing the City Manager, or his designee, to execute the Agreement.
Resolution approving an Amendment to the Fiscal Year 2025-26 Multi-Year Program Budget in the amount of $407,795 to fund the Wastewater Engineer’s Report Update and Rate Study Project and authorizing the City Manager, or his designee, to implement the provisions of the Resolution.
UTILITIES; Jim Alves, 209-571-5557, [email protected]
COUNCIL COMMENTS & REPORTS
CITY MANAGER COMMENTS & REPORTS
HEARINGS
Published in the Modesto Bee on February 11, 2026. - Item continued from the March 3, 2026 Council meeting.
22. Hearing to consider approving an application to rezone 1.35 acres at 3213 Coffee Road, west of Thorsen Avenue, from Professional Office (P-O) Zone to Medium Density Residential (R-2) Zone. (Funding Source: Application Fees) - 9 -
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Staff Recommendation:
Resolution finding the Rezone from P-O to R-2 for the property located at 3213 Coffee Road conforms with the Modesto Urban Area General Plan Programmatic Environmental Impact Report (SCH NO. 2024091127). Motion introducing and waiving the first reading of an Ordinance amending Section 9-3-9 of the Zoning Map of the City of Modesto to rezone from Professional Office Zone, P-O, to Medium Density Residential Zone, R-2, for property located at 3213 Coffee Road, west of Thorsen Avenue.
CED; Katharine Martin, 209-577-5267, [email protected]
MATTERS TOO LATE FOR THE AGENDA
These may be presented by members of the City Council and staff upon determination by a majority vote that an emergency exists, as defined by State law, or by a 2/3 vote that (1) there is a need to take immediate action, and (2) that the need for action came to the City’s attention after the agenda was posted.
ADJOURNMENT
Posted pursuant to Government Code Section 54954.2 on the bulletin board at Tenth Street Place on
at by
date time signature
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CITY OF MODESTO
COUNCIL AGENDA REPORT
DATE OF MEETING:
March 10, 2026
Date: February 17, 2026
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Jeremy Rogers, Director of Parks, Recreation and Neighborhoods SUBJECT: Appointment of Katherine Zagone as the 2026 Culture Commission representative to the Landmark Preservation Commission
CONTACT: Jessica Flores, Cultural Services Manager, [email protected]., 209-577- 5366
DESCRIPTION:
Consider approving the appointment of Katherine Zagone as the 2026 Culture Commission representative to the Landmark Preservation Commission, with a term expiration of December 31, 2026. (Funding Source: Not Applicable)
STRATEGIC PLAN ELEMENT:
This item is consistent with the following 2026-2027 Strategic Plan Areas of Focus: Governance and Service Delivery and Economic Vitality.
BACKGROUND:
The Landmark Preservation Commission advises City Council on matters related to historic structures and other resources in addition to policies and practices pertaining to the preservation of Modesto’s landmarks. The Landmark Preservation Commission is comprised of 5-7 members.
In accordance with Modesto Municipal Code Section 9-10.03(6), one member of the Modesto Culture Commission shall be appointed to serve on the Landmark Preservation Commission.
Each year, the Culture Commission recommends one individual from its membership to serve as its representative on the Landmark Preservation Commission. The one-year appointment is subject to the formal approval of the City Council, pursuant to Section 1102 of the Charter of the City of Modesto.
DISCUSSION:
The Culture Commission met on January 7, 2026, and unanimously recommended the appointment of Katherine Zagone as its representative to the Landmark Preservation Commission for 2026. Commissioner Zagone was first appointed to the Culture Commission on January 24, 2023, by Resolution No. 2023-27, and is qualified and willing to serve as the Culture Commission’s representative to the Landmark Preservation Commission. #2..
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City Council, March 10, 2026
Appointment of Katherine Zagone as the 2026 Culture Commission representative to the Landmark Preservation Commission
FISCAL IMPACT:
There is no fiscal impact associated with this item.
COMMITTEE RECOMMENDATION:
This item is not required to be reviewed by Council Committee as it was considered by the Culture Commission on January 7, 2026, and unanimously recommended to forward to Council for approval.
RECOMMENDED COUNCIL ACTION:
Staff Recommendations:
Resolution approving the appointment of Katherine Zagone as the 2026 Culture Commission representative to the Landmark Preservation Commission, with a term expiration of December 31, 2026.
Approved by:
Jeremy Rogers, Director of Parks, Recreation and
Neighborhoods
Joseph P. Lopez, City Manager
Attachments:
1. Resolution
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03/10/2026/PRN/JFlores/Item X 1 2026-XX
MODESTO CITY COUNCIL
RESOLUTION NO. 2026-XX
RESOLUTION APPROVING THE APPOINTMENT OF KATHERINE ZAGONE AS THE 2026 CULTURE COMMISSION REPRESENTATIVE TO THE
LANDMARK PRESERVATION COMMISSION, WITH A TERM EXPIRATION OF DECEMBER 31, 2026
WHEREAS, the Landmark Preservation Commission advises City Council on matters related to historic structures and other resources in addition to policies and practices pertaining to the preservation of Modesto’s landmarks, and WHEREAS, the Landmark Preservation Commission is comprised of five to seven members; and
WHEREAS, in accordance with Modesto Municipal Code Section 9-10.03(6), one member of the Modesto Culture Commission shall be appointed to serve on the Landmark Preservation Commission; and
WHEREAS, the Culture Commission met on January 7, 2026, and unanimously recommended the appointment of Katherine Zagone as its representative to the Landmark Preservation Commission for 2026; and
WHEREAS, Ms. Zagone is qualified and willing to act as the Culture Commission representative to the Landmark Preservation Commission.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Modesto that it hereby approves the appointment of Katherine Zagone as the 2026 Culture Commission representative to the Landmark Preservation Commission, with a term expiration of December 31, 2026.
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03/10/2026/PRN/JFlores/Item X 2 2026-XX
BE IT FURTHER RESOLVED, that the City Clerk is hereby directed to transmit a copy of this resolution to the appointed member of the Landmark Preservation Commission, and the Secretary thereof.
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 10th day of March, 2026, 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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MODESTO CITY COUNCIL
www.modestogov.com
MINUTES
City of Modesto
CITY COUNCIL MEETING
Chambers, Basement Level
Tenth Street Place, 1010 10th Street
Modesto, California
Tuesday, March 03, 2026 at 5:30 PM
Regular City Council Meeting 5:30 p.m.
Roll Call: Present: Councilmembers Alvarez, Bavaro, Escutia-Braaton, Ricci, Williams, Wright, Mayor Zwahlen
Absent: None
Pledge of Allegiance to the Flag
Invocation: Mike Gunnarson, City Ministry Network
City Clerk’s Announcements: Item 13 will be continued to the March 10, 2026 City Council Meeting.
Declaration of Conflicts of Interest: None.
ACKNOWLEDGEMENTS AND PRESENTATIONS
1. Presentation by Stanislaus Council of Governments regarding 2026 Regional Transportation Plan/Sustainable Communities Strategy. (Funding Source: Not Applicable)
CITY MANAGER; Joseph Lopez, 209-577-5223, [email protected] ACTION: Michael Schmitt presented the 2026 Regional Transportation Plan/Sustainable Communities Strategy.
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2. Proclamation declaring March 2026 as National Women's History Month. (Funding Source: Not Applicable)
CITY COUNCIL; Breanna Griffin, 209-577-5421, [email protected] ACTION: Mayor Zwahlen presented the proclamation declaring March 2026 as National Women's History Month.
PUBLIC COMMENT PERIOD
Milt Trieweiler, a lifelong Stanislaus County resident, emphasized the responsibility of public officials to make rational, forward-looking decisions that protect Modesto’s unique farmland and natural resources for future generations. He urged the City to reject the 2050 sprawl proposals and instead pursue high-density infill development using existing infrastructure to accommodate growth sustainably without increasing taxes or repeating past planning failures.
Terhesa Gamboa announced an upcoming Woodland West neighborhood watch meeting to discuss community issues, including growth, and invited the public to attend. She supports preserving the rich agricultural soil in Wood Colony, stating that further development should be avoided to protect this unique resource. Pedro Meza stated that he traveled to Modesto to inform City representatives that a Save Mart contractor replaced a long-standing unionized janitorial workforce with a non-union cleaning company. He explains that this change resulted in the loss of union representation, health benefits, and wages, and he asks City officials to encourage the company to restore those employment conditions.
Jesus Barrios stated that he traveled from Concord to Modesto to reiterate concerns about Save Mart contractors replacing a unionized janitorial workforce with a nonunion company after decades of service. He explains that this change resulted in reduced wages, limited benefits, and loss of job protections, and he asks local officials to coordinate with other cities and counties to address the situation affecting him and his coworkers.
Mark Sharwood, a vice president of SEIU United Service Workers West, explained that the union represents janitors who have cleaned local supermarkets for decades and raises concerns about recent contractor changes affecting those workers. He asks the City Council to consider actions to address the issue, noting that comparable stores such as Safeway maintain union contracts and benefits, and that Save Mart, which is based in Modesto, could do the same.
Lydia and Lincoln Bertram introduced themselves as members of the Institute for Cultural Communicators, which teaches public speaking. They stated that they are attending the City Council meeting as part of an assignment for their group and thanked the City Council for the opportunity to come and observe the meeting. #3..
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Alex Garcia, a political organizer for SEIU United Service Workers West, addressed the City Council regarding Save Mart Supermarkets. He explained that the company replaced a long-standing union janitorial contract with a non-union contractor, resulting in reduced wages and loss of health benefits, and asked the Council to encourage Save Mart to return to a union contractor that honors the previous collective bargaining agreement.
Jerry Thompson, stated that he reviewed the questionnaire at the StanCOG table outside the Chambers and found it informative and educational. He noted that it focuses on building within the City rather than urban sprawl, suggesting adaptive reuse of existing buildings for housing and mixed-use development, and recommended others review the questionnaire and its options.
CONSENT ITEMS – ROLL CALL VOTE REQUIRED
ACTION CONSENT ITEMS: 3-12 (Williams/Escutia-Braaton; 7/0)
CONSENT
Consent
3. Consider approving the Minutes for the February 24, 2026 Council Meeting. (Funding Source: Not Applicable)
Motion approving the Minutes for the February 24, 2026 Council Meeting.
CITY CLERK; Diane Nayares-Perez, 209-577-5396, [email protected] ACTION: (Williams/Escutia-Braaton; 7/0) Motion approving the Minutes for the February 24, 2026 Council Meeting.
Consent
4. Consider approving the updated City Council District Map to include annexed territory known as Founders Point East to District 5 pursuant to California Election Code Section 21625(a). (Funding Source: Not Applicable)
Resolution approving the updated City Council District Map to include annexed territory known as Founders Point East to District 5 pursuant to California Election Code Section 21625(a).
CITY ATTORNEY; Jose Sanchez, 209-577-5284, [email protected] ACTION: (Williams/Escutia-Braaton; 7/0) Resolution 2026-055 approving the updated City Council District Map to include annexed territory known as Founders Point East to District 5 pursuant to California Election Code Section 21625(a).
Consent
5. Consider directing staff to prepare and file the Fiscal Year 2026-27 Engineer’s Annual Report for City of Modesto Landscape Maintenance Assessment District No. 1 (Dry Creek Meadows Subdivisions Nos. 1-6). (Funding Source: Landscape Maintenance Assessment District No. 1)
Resolution directing staff to prepare and file the Fiscal Year 2026-27 #3..
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Engineer’s Annual Report for City of Modesto Landscape Maintenance Assessment District No. 1 (Dry Creek Meadows Subdivisions Nos. 1-6) and designating the City Engineer as the Engineer of Work.
CED; Sean Rando, 209-577-5211, [email protected]
ACTION: (Williams/Escutia-Braaton; 7/0) Resolution 2026-056 directing staff to prepare and file the Fiscal Year 2026-27 Engineer’s Annual Report for City of Modesto Landscape Maintenance Assessment District No. 1 (Dry Creek Meadows Subdivisions Nos. 1-6) and designating the City Engineer as the Engineer of Work.
Consent
6. Consider directing staff to prepare and file the Fiscal Year 2026-27 Engineer’s Annual Report for City of Modesto Landscape Maintenance Assessment District No. 2 (Dry Creek Meadows Subdivisions Nos. 7-10, Creekwood Meadows Subdivision and Yosemite Meadows Subdivisions Units 1 and 2). (Funding Source: Landscape Maintenance Assessment District No. 2)
Resolution directing staff to prepare and file the Fiscal Year 2026-27 Engineer’s Annual Report for City of Modesto Landscape Maintenance Assessment District No. 2 (Dry Creek Meadows Subdivisions Nos. 7-10, Creekwood Meadows Subdivision and Yosemite Meadows Subdivisions Units 1 and 2) and designating the City Engineer as the Engineer of Work.
CED; Sean Rando, 209-577-5211, [email protected]
ACTION: (Williams/Escutia-Braaton; 7/0) Resolution 2026-057 directing staff to prepare and file the Fiscal Year 2026-27 Engineer’s Annual Report for City of Modesto Landscape Maintenance Assessment District No. 2 (Dry Creek Meadows Subdivisions Nos. 7-10, Creekwood Meadows Subdivision and Yosemite Meadows Subdivisions Units 1 and 2) and designating the City Engineer as the Engineer of Work.
Consent
7. Consider directing staff to prepare and file the Fiscal Year 2026-27 Engineer’s Annual Report for City of Modesto Shackelford Landscape and Lighting District. (Funding Source: Shackelford Landscape and Lighting District)
Resolution directing staff to prepare and file the Fiscal Year 2026-27 Engineer’s Annual Report for City of Modesto Shackelford Landscape and Lighting District and designating the City Engineer as the Engineer of Work.
CED; Sean Rando, 209-577-5211, [email protected]
ACTION: (Williams/Escutia-Braaton; 7/0) Resolution 2026-058 directing staff to prepare and file the Fiscal Year 2026-27 Engineer’s Annual Report for City of Modesto Shackelford Landscape and Lighting District and designating the City Engineer as the Engineer of Work.
Consent
8. Consider accepting the Monthly Investment Report for November 2025. (Funding #3..
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3/3/2026 5:30:00 PM
Source: Various Funds)
Motion accepting the Monthly Investment Report for November 2025.
FINANCE DEPARTMENT; Calogero Maniscalco, 209-577-5219,
[email protected]
ACTION: (Williams/Escutia-Braaton; 7/0) Motion accepting the Monthly Investment Report for November 2025.
Consent
9. Consider accepting an Informational Report for the December 2025 Accounts Payable Payment Register and Void Report. (Funding Source: Not Applicable) Motion accepting an Informational Report for the December 2025 Accounts Payable Payment Register and Void Report.
FINANCE DEPARTMENT; Maria Garnica, 209-577-5249,
[email protected]
ACTION: (Williams/Escutia-Braaton; 7/0) Motion accepting an Informational Report for the December 2025 Accounts Payable Payment Register and Void Report.
Consent
10. Consider accepting an Informational Report on the November and December 2025 Grant Applications and Awards. (Funding Source: Not Applicable) Motion accepting an Informational Report for November and December 2025, Grant Applications and Awards.
FINANCE DEPARTMENT; Maria Garnica, 209-577-5249,
[email protected]
ACTION: (Williams/Escutia-Braaton; 7/0) Motion accepting an Informational Report for November and December 2025, Grant Applications and Awards.
Consent
11. Consider approving the Community/Special Event and Program Grants providing $2,500 in in-kind support and $5,000 in grant funding and authorizing $5,000 in inkind support and $10,000 in financial funding support through the City’s cosponsorship program, for events and programs planned in the second half of Fiscal Year 2025-2026. (Funding Source: General Fund)
Resolution approving Community/Special Event and Program Grants providing $2,500 in in-kind support and $5,000 in grant funding for eligible events and authorizing $5,000 in in-kind support and $10,000 in financial funding support through the City’s co-sponsorship program during the second half of Fiscal Year 2025-2026.
PRN; Jeremy Rogers, 209-577-5347, [email protected] ACTION: (Williams/Escutia-Braaton; 7/0) Resolution 2026-059 approving Community/Special Event and Program Grants providing $2,500 in in-kind support and $5,000 in grant funding for eligible events and authorizing $5,000 in in-kind #3..
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3/3/2026 5:30:00 PM
support and $10,000 in financial funding support through the City’s co-sponsorship program during the second half of Fiscal Year 2025-2026.
Consent
12. Consider approving the Memorandum of Understanding (MOU) between the City of Modesto (City) and Stanislaus County (County) for the provision of rock well maintenance services at Charles M. Sharp Park, 1812 Torrid Avenue, Modesto, CA. (Funding Source: Storm Drain Fund)
Resolution approving the Memorandum of Understanding between the City of Modesto and Stanislaus County for the provision of rock well maintenance services at Charles M. Sharp Park, located at 1812 Torrid Avenue, Modesto, CA, and authorizing the City Manager, or his designee, to execute the Agreement.
UTILITIES; Jeff Daniels, 209-577-6255, [email protected] ACTION: (Williams/Escutia-Braaton; 7/0) Resolution 2026-060 approving the Memorandum of Understanding between the City of Modesto and Stanislaus County for the provision of rock well maintenance services at Charles M. Sharp Park, located at 1812 Torrid Avenue, Modesto, CA, and authorizing the City Manager, or his designee, to execute the Agreement.
COUNCIL COMMENTS & REPORTS
Vice Mayor Williams announced an upcoming Women’s Month celebration on the 26th at the DoubleTree Hotel, highlighting women in construction, including Mrs.
Carol, who has operated a women-owned business for over 60 years. He also acknowledges his wife in honor of the occasion.
Councilmember Ricci addressed several local issues, noting traffic safety concerns at the Carpenter and Briggsmore intersection, and urging adjustments to improve safety.
He also addressed the reductions in janitorial contracts at Save Mart that affect wages, benefits, and pensions. He also called for regulations to address safety concerns with bike takeovers and increasing e-bike use on trails.
Councilmember Bavaro addressed three topics: a recent tour of the Real-Time Crime Center with District Four residents, safety concerns related to e-bikes on trails, and the impact of reduced wages and lost benefits for local employees. He noted that when employers cut benefits, costs may shift to public programs, and he emphasized the importance of providing living wages and benefits to prevent financial hardship and homelessness among workers.
Councilmember Alvarez noted that the City has limited authority over private companies like Save Mart, but emphasized that the company’s decision to reduce wages and benefits impacts workers, the local economy, and public resources. He also highlighted ongoing local projects, including the Seventh Street Village mixed-use affordable housing development and the Dryden Park Golf Course Clubhouse #3..
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renovation, and concluded with condolences for the passing of veteran and community advocate Basilio Basel Jr.
Councilmember Wright praised the police department for reducing crime and highlighted the recent installation of red-light cameras to improve intersection safety.
He also emphasized the importance of ensuring that new housing is paired with quality local jobs and affordable transportation to support the community and reduce commuting.
Councilmember Escutia-Braaton announced that she would be in Sacramento the following day participating in Valley Voice, meeting with Assembly members and Senators from eight Central Valley counties. She stated that the delegation would address issues including air quality, safety, mobility, transit funding, and passenger rail, aiming to secure resources and funding to benefit Modesto and the broader Central Valley.
Mayor Zwahlen reported on the third annual Black History Month celebration hosted by the Cesar Chavez Community Celebration Committee and attended the Larry Dean Crom End of Watch Memorial flag-raising honoring fallen police officers. She also addressed traffic safety measures, noting recent changes to intersections, emphasizing enforcement to prevent crashes, and acknowledging the work of law enforcement and firefighters in responding to incidents.
CITY MANAGER COMMENTS & REPORTS
None.
HEARINGS
Published in the Modesto Bee on February 11, 2026. - Item requested to be continued to the March 10, 2026 Council meeting.
13. Hearing to consider an application to rezone 1.35 acres at 3213 Coffee Road, west of Thorsen Avenue, from Professional Office (P-O) Zone to Medium Density Residential (R-2) Zone. (Funding Source: Application Fees)
Motion to continue item to March 10, 2026.
CED; Katharine Martin, 209-577-5267, [email protected] ACTION: (Ricci/Wright; 7/0) Motion to continue item to March 10, 2026.
NEW BUSINESS
14. Consider accepting the Enterprise Risk Assessment Report dated January 5, 2026. (Funding Source: General Fund)
Motion accepting the Enterprise Risk Assessment Report.
CITY AUDITOR; Colleen Rozillis, 206-302-6795, [email protected] #3..
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ACTION: (Wright/Alvarez; 7/0) Motion accepting the Enterprise Risk Assessment Report.
MATTERS TOO LATE FOR THE AGENDA
None.
ADJOURNMENT
This meeting adjourned at 7:05 p.m.
Attest:____________________________
Diane Nayares-Perez, City Clerk
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CITY OF MODESTO
COUNCIL AGENDA REPORT
DATE OF MEETING:
March 10, 2026
Date: February 28, 2026
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Stephan Christensen, Office of Performance Management and Budget Director
SUBJECT: CGI Advantage Budget Software Amendment
CONTACT: Kaceey Culbertson, Budget Manager, [email protected], 209- 571-5855
DESCRIPTION:
Consider approving a Fourth Amendment to the Agreement with CGI Technologies and Solutions Inc., Fairfax, Virginia, for the CGI Advantage Performance Budgeting and Advantage Insight Reporting software, increasing the Agreement amount by $464,965 to a new total amount not to exceed $2,141,393 through the duration of the Agreement and extending the term of the Agreement from March 31, 2026 through March 31, 2029. (Funding Source: Various Funds)
STRATEGIC PLAN ELEMENT:
This item supports the City of Modesto 2025-2026 Strategic Plan Area of Focus on Governance and Service Delivery under Goal H: Achieve Long-Term Financial Sustainability.
BACKGROUND:
The City uses CGI Technologies and Solutions Inc.’s (CGI) Advantage Performance Budgeting (Advantage PB) software which has been critical in the development of the budget on an annual basis since 2016. Advantage PB is a necessary tool of the budget development process as it allows for salary and benefit projections, forecasting, and multi-year budgeting, through an intuitive and easy to use interface that can be accessed through any web browser by the end-user. This solution is tailored for public sector budgeting and provides key advantages such as:
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City Council, March 10, 2026
CGI Advantage Budget Software Amendment
• Configurable budget forms and workflows
• Unlimited budget adjustments and scenario modeling
• Performance management and goal tracking
• Advanced salary and benefit forecasting
• Real-time dashboards
• Forecasting for current and future fiscal years
On March 8, 2016, by Resolution 2016-98 Council approved a ten (10) year Agreement with CGI Technologies and Solutions Inc. (CGI) for the procurement of a cloud-based budget software solution. The procurement process for the original Software as a Service (SaaS)1 agreement involved the use of a consultant, Macias, Gini & O’Connell LLP (MGO) in a two-step procurement process to assist in determining the most qualified budget solution that would meet both the technical and functional needs that had been identified by City staff at the time. Three demonstrations of two different solutions were provided by Oracle and CGI. MGO provided a recommendation that either software would meet the City’s requirements at the time. The selection committee presented their assessment of both systems to the IT Steering Committee (ITSC). The ITSC validated the committee’s recommendation, and the CGI Advantage solution was chosen and recommended to Council for approval. The original SaaS agreement included an annual subscription cost of $102,000 annually for ten (10) years. The total cost of the original agreement, which included implementation costs and 10% contingency in the first year, and the ten (10) year annual subscription costs were $1,589,858.
On February 9, 2018, a First Amendment to the Agreement with CGI was executed to modify the SaaS agreement. The amendment was executed under the authority of the City Manager and did not have a fiscal impact on the total cost of the agreement. The amendment was made to support the migration of the hosted CGI Advantage budget software from a CGI Phoenix Data Center to a Microsoft Azure Commercial Cloud system. This change was made at no cost to the City and the amendment was made to incorporate language into the SaaS agreement related to hosting services provided for the cloud-based software solution.
On September 14, 2021, by Resolution 2021-358, Council approved a Second Amendment to the SaaS agreement with CGI to upgrade the budget software from Advantage360 to Advantage 4, the most current version of the software. The amendment was in the amount of $86,570 and included a 10% contingency amount of $7,870 to cover the cost of implementation and training. There was no increase to the annual SaaS agreement costs for the remainder of the agreement and the annual subscription costs remained at $102,000.
1 Software as a Service (SaaS) is defined as “…software [that] is hosted by a third-party provider and delivered to customers over the internet as a service.”, InfoWorld “What is Saas? Software as a service defined” July 22, 2021 https://www.infoworld.com/article/3226386/what-is-saas-software-as-a-service-defined.html #4..
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City Council, March 10, 2026
CGI Advantage Budget Software Amendment
On May 13, 2025, by Resolution 2025-152, Council approved a Third Amendment to the SaaS agreement. This amendment was technical in nature as there was a change order that was made on April 25, 2017, that used amounts from the original project’s 10% contingency budget that had been approved by Council via the original budget action (Resolution 2016-99). The amount of $60,500 was used to complete the build out of the budget software but funds were never increased as part of the total agreement. The Third Amendment that was taken to Council to correct this oversight.
DISCUSSION:
The current SaaS agreement with CGI ends on March 31, 2026. The original agreement was for ten (10) years and began in March of 2016. During the life of this agreement, CGI Advantage PB has enabled the Budget Division, in collaboration with various City Departments, to carry out the budget process in an efficient manner year after year. CGI Advantage PB has brought many key elements that have improved the quality of analysis and budget data and has allowed the City to increase transparency to the residents of Modesto related to budget information.
CGI Advantage PB continues to deliver an easy end-user experience, the ability to access the system securely from any web-browser whether onsite or working remotely, and improved analytics. The flexibility of the system has allowed the Budget Division to quickly adapt to the movement from an annual budget process to a two-year budget process. The system can also manage the City’s Capital Improvement Program (CIP) budget process which is a transition that the Budget Division has plans to move from an outdated Access database into CGI Advantage PB in the summer of 2026.
Within the proposed agreement, there is further opportunity to grow the capabilities of the software with the use of Advantage Insight Reporting software. The new reporting tool would replace the existing reporting module, Pentaho, which only includes canned reports and lacks the ability to create custom reports. Advantage Insight Reporting will bring several advanced tools including:
Advanced Analytics - dynamic dashboards promoting data analysis and trend identification to assist with decision report within CGI Advantage Configurable Inquiries - ability to define, interact with, and share reports and visualizations using a guided experience that increases efficiency and data comprehension
Traditional Reporting - ability to create reports with configurable, user friendly rows and columns.
The combination of the continued use of CGI Advantage PB and the Advantage Insight Reporting will allow the Budget Division and City Departments to improve upon the exceptional financial and budgetary information that the residents have come to expect from the City.
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City Council, March 10, 2026
CGI Advantage Budget Software Amendment
The current proposal from CGI is for a two (2) year agreement extension plus an option for an additional one (1) year at the end of the term. The agreement will include the CGI Advantage PB and the Advantage Insight Reporting software as well as implementation costs for Advantage Insight Reporting. The proposed agreement will have first year costs of $180,425 for the software and implementation costs and will decrease to $142,270 in the second year and remain the same for the additional option year to cover the annual SaaS agreement costs. The total extension agreement costs will be $464,965 over the two-year agreement with the inclusion of the one-year option.
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 his or 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.” This section applies as it has been determined that this extension will allow for the continued use of the software by City staff to avoid a disruption of service to the budget process on an annual basis and to allow the time needed for a full Request for Proposals (RFP) process to evaluate the other potential solutions longer term.
FISCAL IMPACT:
The fiscal impact of the proposed agreement from CGI can be seen in the table below.
The recommendation includes a two (2) year SaaS agreement with an additional one (1) year option at the end of the term. This includes both the annual subscription for the CGI Advantage PB and the Advantage Insight Reporting software. One-time implementation costs are also included in the first year of the agreement for the Advantage Insight Reporting software.
CGI Advantage Budget Software and Advantage Insight Reporting Agreement Fourth Amendment Costing Breakdown
Item Description Amount
CGI Advantage Budget Software Annual SaaS Fee $ 123,800 Advantage Insight Reporting Implementation $ 38,155
Advantage Insight Reporting Annual SaaS Fee $ 18,470
Agreement Costs - Broken Down by Years
Year 1 Amount
CGI Advantage Budget Software Annual Saas Fee $ 123,800 Advantage Insight Reporting Implementation $ 38,155
Advantage Insight Reporting Annual SaaS Fee $ 18,470
Year 1 Total $ 180,425
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City Council, March 10, 2026
CGI Advantage Budget Software Amendment
Year 2 Amount
CGI Advantage Budget Software Annual Saas Fee $ 123,800 Advantage Insight Reporting Annual SaaS Fee $ 18,470
Year 2 Total $ 142,270
One-Year Option at End of Two-Year Agreement Amount
CGI Advantage Budget Software Annual Saas Fee $ 123,800 Advantage Insight Reporting Annual SaaS Fee $ 18,470
One-Year Option Total $ 142,270
Total Agreement Costs (2 Year Agreement and One-Year
Option) $ 464,965
The costs for the agreement will be paid through the Information Technology Internal Service Fund (ISF). These funds are collected annually through the IT ISF methodology from the various funds throughout the City and then used to fund the various hardware, services, and software that are paid from the IT ISF annually. The funds are budgeted through the annual budget process and are available in the current budget. The split of the costs between General Fund and Non-General Fund is approximately 53.3% (General Fund) vs. 46.7% (Non-General Fund). Over the life of the agreement, the General Fund will cover $247,826 and the Non-General Funds will cover $217,139.
The table below shows the full cost of the contract with CGI over the life of the Agreement inclusive of the Amendments to date and the proposed Fourth Amendment:
Original
Agreement
1st
Amend2
2nd
Amend
3rd
Amend3
4th
Amend
New Total
Proposed
Contract Costs
CGI
Contract $ 1,589,858 $ - $ 86,570 $ - $ 464,965 $ 2,141,393 2 First Amendment had no dollars associated with it as it was an amendment to migrate servers from ones hosted by CGI to ones hosted by Microsoft.
3 Second Amendment was technical in nature to account for the original 10% contingency that was approved by Council in original agreement but not build increased on the total agreement. #4..
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City Council, March 10, 2026
CGI Advantage Budget Software Amendment
COMMITTEE RECOMMENDATION:
Due to urgent nature of the action needed, as noted above, this item was not presented to Council Committee.
RECOMMENDED COUNCIL ACTION:
Staff Recommendations:
Resolution approving a Fourth Amendment to the Agreement with CGI Technologies and Solutions Inc., Fairfax, Virginia, for the CGI Advantage Performance Budgeting and Advantage Insight Reporting software, increasing the Agreement amount by $464,965 to a new total amount not to exceed $2,141,393 through the duration of the Agreement and extending the term of the Agreement from March 31, 2026 through March 31, 2029; and authorizing the City Manager, or his designee, to execute the Amendment.
Approved by:
Stephan Christensen, Office of Performance
Management and Budget Director
Joseph P. Lopez, City Manager
Attachments:
1. Resolution
2. Fourth Amendment to Agreement with CGI Technology and Solutions Inc.
3. CA Levine Act Disclosure Form
4. Original Agreement with CGI
5. First Amendment to Agreement with CGI
6. Second Amendment to Agreement with CGI
7. Third Amendment to Agreement with CGI
8. Bid Waiver Form
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02/10/2026/OPMB/SChristensen/Item X 1 2026-XX
MODESTO CITY COUNCIL
RESOLUTION NO. 2026-XXX
RESOLUTION APPROVING A FOURTH AMENDMENT TO THE
AGREEMENT WITH CGI TECHNOLOGIES AND SOLUTIONS INC.,
FAIRFAX, VIRGINIA, FOR THE CGI ADVANTAGE PERFORMANCE
BUDGETING AND ADVANTAGE INSIGHT REPORTING SOFTWARE,
INCREASING THE AGREEMENT AMOUNT BY $464,965 TO A NEW
TOTAL AMOUNT NOT TO EXCEED $2,141,393 THROUGH THE
DURATION OF THE AGREEMENT AND EXTENDING THE TERM OF
THE AGREEMENT FROM MARCH 31, 2026 THROUGH MARCH 31,
2029; AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE,
TO EXECUTE THE AMENDMENT
WHEREAS, the City currently uses CGI Technologies and Solution Inc.’s (CGI) Advantage Performance Budgeting (CGI Advantage PB) software to develop the City’s two-year budget and the software is necessary for the continued development of the budget; and
WHEREAS, on March 8, 2016, by Resolution 2016-98 Council approved a ten (10) year Agreement with CGI for the procurement of the cloud-based CGI budget software solution via a Software as a Services (SaaS) Agreement for a total cost of $1,589,858 with annual costs of $102,000 over the term of the Agreement; and WHEREAS, there have since been three (3) Council approved Amendments to the Agreement over the ten (10) year period to include various upgrades to the services provided on February 9, 2018, September 14, 2021, and May 13, 2025; and WHEREAS, the current Agreement is set to expire on March 31, 2026, and the proposed Fourth Amendment will allow for an extension of the existing Agreement for two (2) years with a one (1) year option at the end of the two (2) year term; and WHEREAS, the proposed Fourth Amendment will extend the services provided from March 31, 2026, to March 31, 2029, for a total cost of $464,965 over the term of the #4..
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02/10/2026/OPMB/SChristensen/Item X 2 2026-XX
extension; and
WHEREAS, the proposed Fourth Amendment will allow the CGI budget software services to continue uninterrupted and will include the addition of the Advantage Insight Reporting software which will greatly improve the reporting capabilities of the current budget software; 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. However, exceptions to the formal bidding process are granted in MMC 8-3.204(f), Where the Purchasing Manager, in his or 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; and
WHEREAS, sufficient funds are budgeted in the Information Technology Internal Service Fund (ISF) to cover the costs of the proposed Fourth Amendment with CGI.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves a Fourth Amendment to the Agreement with CGI Technologies and Solutions Inc., Fairfax, Virginia, for the CGI Advantage Performance Budgeting and Advantage Insight Reporting software, increasing the Agreement amount by $464,965 to a new total amount not to exceed $2,141,393 through the duration of the Agreement and extending the term of the Agreement from March 31, 2026 through March 31, 2029.
BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to execute the Amendment, in a form approved by the City Attorney. #4..
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02/10/2026/OPMB/SChristensen/Item X 3 2026-XX
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 10th day of March 2026, 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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Amendment No. 4 1
CGI Technologies and Solutions Inc.
Internal
Amendment No. 4 to
Software as a Service Agreement
This Amendment No. 4 (“Amendment”), dated _______________ (“Effective Date”), modifies the Software as a Service Agreement dated as of March 8, 2016, as amended, (the “Agreement”) by and between City of Modesto, CA (“Client”), having its principal place of business at 1010 10th Street, Modesto, California 95353, and CGI Technologies and Solutions Inc. (“CGI”), a Delaware corporation having its principal place of business at 11325 Random Hills Road, Fairfax, Virginia 22030. Except as expressly specified otherwise herein, (i) capitalized terms in this Amendment have the same meanings ascribed to them in the Agreement; and (ii) the terms and conditions of the Agreement remain in full force and effect and are hereby affirmed and ratified.
1. Amended Terms.
The parties hereby agree to:
A. Extend the term of the Agreement by deleting Section 3 of Exhibit A, Statement of Work # 2 under the Agreement and replacing it with the following which extends the Term of the Agreement by two (2) years with an additional one-year optional extension. “The initial Term of this Agreement ends on March 31, 2026. Amendment No. 4 adds an extension of the Term commencing on April 1, 2026, and ending March 31, 2028 (the “Extended Term”.) With ninety (90) days advance written notice, Client may elect to extend this Agreement for an additional year, through March 31, 2029.
B. Amend Section 4 of Exhibit A, Statement of Work # 2 under the Agreement by adding the following as a new subsection C:
“4.C. Subscription Fees for the Extended Term
The Annual Subscription Fees listed below are due and payable on April 1, 2026, and annually each April 1st thereafter during the Extended Term.
CGI Advantage® Annual Subscription Fee
for Extended Term
CGI Advantage is an enterprise resource planning (ERP)
software product offered as Software-as-a-Service
(SaaS) deployment model. Client ‘s subscription is for
Performance Budgeting functionality which includes:
o Salary and Benefit Forecasting
o Budget Formulation
o Adjustments and Scenarios
o Performance Measures
Discussion Packages
CGI Advantage Insight provides Business Intelligence
(BI) capabilities, allowing users to access and interact with various BI components, including dashboards,
analytics, and paginated reports.
$142,270
C. Amend Section 3.C of the Agreement to add the following paragraph at the end:
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Amendment No. 4 2
CGI Technologies and Solutions Inc.
Internal
“Client acknowledges and agrees that CGI may process and store Client Content and Personal Data in any country or region where CGI, its affiliates, its subprocessors, or the TPHS maintain data center facilities or operations, subject to the data protection requirements of the Agreement and Schedule G (Data Processing Addendum). CGI shall implement appropriate safeguards for cross-border data transfers as required by applicable law. The TPHS may process and store data in accordance with the TPHS's terms of service.
D. Amend Section 4 of the Agreement to add the following new subsections “4.G Third Party Hosting Supplier Fee Adjustments
(i) TPHS Price Increases. The Third Party Hosting Supplier's pricing is subject to change by the TPHS. In the event the TPHS increases its pricing to CGI for cloud infrastructure services used to provide the SaaS Services, CGI may adjust the SaaS Services Fees to reflect such increase, subject to the following conditions:
(i) Notice. CGI shall provide Client with at least sixty (60) days' advance written notice of any TPHS price increase and the corresponding adjustment to SaaS Services Fees, including documentation reasonably evidencing the TPHS price increase.
(ii) Scope. The fee adjustment shall be limited to the actual incremental increase in TPHS costs allocable to Client's use of the SaaS Services, without markup or administrative fee.
(iii) Effective Date. The adjusted SaaS Services Fees shall become effective on the date specified in CGI's notice, which shall be no earlier than sixty (60) days after the date of notice.
2. New Provisions.
A. The following new definitions are added or amended in the Agreement:
▫ "Client Content" means all data, information, materials, and content provided, uploaded, or created by Client or its Users in connection with Client's use of the SaaS Services, including without limitation all Personal Data.
▫ "Data Processing Addendum" or "DPA" means the data processing terms set forth in Schedule G to this Amendment 4, which govern CGI's processing of Personal Data on behalf of Client.
▫ "Personal Data" means any information relating to an identified or identifiable natural person that is subject to applicable data protection or privacy laws, including without limitation the California Consumer Privacy Act (Cal. Civ. Code § 1798.100 et seq.), as amended by the California Privacy Rights Act, and its implementing regulations ("CCPA"), and any successor legislation.
▫ "Security Incident" means any confirmed unauthorized access to, disclosure of, loss of, or destruction of Client Content or Personal Data stored or processed in the SaaS Services environment.
▫ "Security Program" means the administrative, technical, and physical safeguards described in Schedule E to this Amendment 4.
▫ "Third Party Hosting Supplier" or "TPHS" means the third-party cloud infrastructure provider(s) used by CGI to host the SaaS Services
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▫ "Third Party Technology" means any third-party software, platforms, or services (including the TPHS platform) that are integrated into or made available through the SaaS Services. ▫ "Third Party Technology Terms" means the applicable terms of service, acceptable use policies, and other terms governing Client's use of Third Party Technology. ▫ "Users" means Client's employees, contractors, and authorized representatives who are authorized by Client to access and use the SaaS Services under Client's account.
B. The following Section 15, DATA PROTECTION, PRIVACY, AND SECURITY terms are added to the Agreement:
(1) Security Program. CGI shall implement and maintain the Security Program described in Schedule E to protect Client Content and Personal Data from unauthorized access, use, disclosure, alteration, or destruction. CGI shall review and update the Security Program at least annually to address evolving security threats and industry best practices.
(2) Data Processing Addendum. With respect to Personal Data processed by CGI on behalf of Client in connection with the SaaS Services, the parties shall comply with the terms of the Data Processing Addendum set forth in Schedule G. CGI shall process Personal Data solely as necessary to provide the SaaS Services and in accordance with Client's documented instructions as set forth in the Agreement, applicable Statements of Work, and the DPA. CGI shall not sell, rent, or share Personal Data, or use Personal Data for any purpose other than performing the SaaS Services.
(3) Privacy Compliance. CGI shall comply with CGI's privacy policy (available at www.cgi.com/privacy or such successor URL as CGI may designate) and applicable data protection and privacy laws in its processing of Personal Data.
CGI represents that its privacy practices are consistent with recognized industry standards for similar service providers.
(4) Data Subject Requests. If CGI receives any request from a data subject (including without limitation any California consumer request under CCPA/CPRA) to exercise rights with respect to Personal Data processed under the Agreement, CGI shall promptly (and in any event within two (2) business days) forward such request to Client's designated contact identified in Schedule G and shall provide reasonable cooperation to Client in responding to such request, at no additional charge for cooperation related to requests that are the result of Client's use of the SaaS Services in the ordinary course.
(5) Security Incident Notification. CGI shall notify Client of any Security Incident without unreasonable delay and in any event within the time periods specified in Schedule E. CGI shall provide Client with sufficient information to enable Client to meet any applicable legal obligations to report or disclose the Security Incident, and shall reasonably cooperate with Client in Client's investigation and remediation of the Security Incident. Notwithstanding any other provision of this Agreement, CGI shall not be liable for any damages, losses, or costs arising from or related to a Security Incident resulting from anything other than CGI's breach of its obligations under this Section 15 or Schedule E. Parties agree that any such liability shall be subject to the limitation of liability provisions in Section 11 of the Agreement.
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(6) Subprocessors. CGI may engage subprocessors (including affiliates and the TPHS) to process Personal Data, provided that: (a) CGI maintains a list of current subprocessors as specified in Schedule G; (b) CGI provides Client with notice and an opportunity to object to new subprocessors as set forth in Schedule G; and (c) CGI remains fully liable for the acts and omissions of its subprocessors. (7) Audits and Certifications. CGI shall, upon Client's reasonable request and subject to Section 12 (Audits) of the Agreement, make available to Client information reasonably necessary to demonstrate compliance with this Section 15, including without limitation summaries or reports of third-party security audits or certifications (e.g., SOC 2 Type II) conducted with respect to the SaaS Services environment, subject to applicable confidentiality restrictions. (8) Return and Deletion. Upon termination or expiration of the Agreement, CGI shall return or delete Client Content and Personal Data in accordance with the procedures set forth in Schedule G and Section 7 (Confidentiality) of the Agreement.
C. The Third Party Technology Terms set forth in Attachment #1, Microsoft General Terms, as necessitated by the addition of CGI Advantage® Insight which uses Third Party Technology are hereby added to the Agreement.
D. The following new terms are added as Section 16 to address the use of the Third Party Hosting Supplier:
“16. Third Party Hosting Supplier”
(a) No Breach for TPHS Failures. Notwithstanding any other provision of the Agreement, CGI shall not be deemed in breach of the Agreement, and Client shall not be entitled to Service Credits under the Service Level Agreement (Schedule 1), for any Service outage, unavailability, malfunction, or degradation caused solely and directly by a failure of the TPHS platform or infrastructure, provided that CGI has complied with its obligations to select and monitor the TPHS in accordance with reasonable industry standards. (b) Coordination and Resolution. In the event of any TPHS-caused Service failure, CGI shall: (i) promptly notify Client of the nature and expected duration of the failure; (ii) coordinate with the TPHS to resolve the failure as expeditiously as reasonably possible; and (iii) provide Client with regular status updates during the resolution process. (c) TPHS Credits. To the extent CGI receives any service credits, refunds, or other consideration from the TPHS on account of a TPHS failure that affected Client's use of the SaaS Services, CGI shall pass through to Client Client's allocable share of such credits or consideration, credited against Client's next invoice(s) for SaaS Services. Client acknowledges that TPHS credits are determined solely by the TPHS under its terms of service and are not guaranteed.
(d) No Limitation on CGI Obligations. This Section 16 does not limit CGI's obligations with respect to Service failures or degradations caused by CGI's software, applications, configurations, or other aspects of the SaaS Services within CGI's control, or caused by a combination of TPHS and CGI factors.
E. Order of Precedence. In the event of any conflict or inconsistency among the Contract Documents, the order of precedence shall be as follows (highest to lowest): (i) this Amendment No. 4; (ii) Amendment No. 3; (iii) Amendment No. 2; (iv) Amendment No. 1; #4..
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(v) executed Statements of Work or Change Orders (solely with respect to the specific services governed by such SOW or Change Order); (vi) the original Agreement dated August 12, 2016. Notwithstanding the foregoing, Schedule E (Security Program) and Schedule G (Data Processing Addendum) shall govern with respect to security and data protection matters, respectively, regardless of conflicting provisions elsewhere in the Contract Documents.
F. CGI Advantage Insight Report Development
CGI will develop three (3) Client reports utilizing CGI Advantage Insight. CGI and Client will mutually agree on the schedule for this work within the timeframe August 1st through October 31st, 2026. CGI will deliver a familiarization session to orient the Client to the capabilities of CGI Advantage Insight. The Client will identify users to participate in knowledge transfer as CGI develops the BI Reports. Upon delivery and Client acceptance of the reports, CGI will invoice for a one-time payment of $38,155.
RASCI – CGI Advantage Insight
Reports
CGI Client Comments
Provide the Client one (1)
familiarization session for CGI
Advantage Insight.
Responsible Support Will be delivered remotely.
Confirm the three (3) reports that CGI
will need to build.
Informed Responsible Will include:
1. CIP report
2. Time period
enhancement report
3. TBD
Identify functional and/or nonfunctional requirements for reports to be built.
Informed Responsible
Document each of the report
approaches and work collaboratively
with the Client for knowledge transfer,
reviews and updates.
Responsible Informed
Review and approve each of the report
approaches developed.
Informed Responsible
Provide detailed requirements for the
identified reports, e.g., rules for the
information to be displayed,
processing and publication
requirements, security requirements,
etc.
Support Responsible
Identify Client resources to receive
knowledge transfer on CGI Advantage
Insight (i.e. Power BI).
Support Responsible
Create report designs for the identified
reports.
Responsible Support
Approve report designs for the
identified reports.
Support Responsible
Develop, configure, unit test and
perform issue resolution for reports.
Responsible Support
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Approve unit test results and accept
reports.
Support Responsible
3. Other Provisions
Except as amended herein, all other provisions of the Agreement are unchanged and remain in effect.
This Amendment has been executed in duplicate by an authorized representative of each party, as of the Effective Date.
CGI Technologies and Solutions Inc. (CGI) City of Modesto, California (Client) By: By:
Name: Name:
Title: Title:
Date: Date:
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Attachment #1 - MICROSOFT GENERAL TERMS/ THIRD PARTY TECHNOLOGY TERMS For purposes of this Attachment #1, Microsoft General Terms/ Third Party Technology Terms, uses of “Customer” below shall mean City of Modesto, CA and uses of “Agreement” shall mean this Microsoft Customer Agreement.
Microsoft Customer Agreement
This Microsoft Customer Agreement (the “Agreement”) is between Customer and Microsoft and consists of these General Terms, the applicable Use Rights and SLAs, and any additional terms Microsoft presents when an order is placed. This Agreement takes effect when the Customer accepts these General Terms.
The individual who accepts these General Terms represents that he or she is authorized to enter into this Agreement on behalf of the Customer.
General Terms
These General Terms apply to all of Customer’s orders under this Agreement. Capitalized terms have the meanings given under “Definitions.”
License to use Microsoft Products
a. License grant. Products are licensed and not sold. Upon Microsoft’s acceptance of each order and subject to Customer’s compliance with this Agreement, Microsoft grants Customer a nonexclusive and limited license to use the Products ordered as provided in the applicable Use Rights and this Agreement.
These licenses are solely for Customer’s own use and business purposes and are nontransferable except as expressly permitted under this Agreement or applicable law. b. Duration of licenses. Licenses granted on a subscription basis expire at the end of the applicable subscription period unless renewed. Licenses granted for metered Products billed periodically based on usage continue as long as Customer continues to pay for its usage of the Product. All other licenses become perpetual upon payment in full.
c. Applicable Use Rights. For perpetual licenses, the Use Rights in effect when Customer orders a Product will apply. For subscriptions, the Use Rights in effect at the start of each subscription period will apply. Customers with subscriptions for Software may use new versions released during the subscription period subject to the Use Rights in effect when those versions are released. For metered Products billed periodically based on usage, the Use Rights in effect at the start of each billing period will apply during that period. Microsoft may update the Use Rights periodically, but material adverse changes for a particular version will not apply during the applicable license, subscription, or billing period. d. End Users. Customer will control access to and use of the Products by End Users and is responsible for any use of the Products that does not comply with this Agreement. e. Affiliates. Customer may order Products for use by its Affiliates. If it does, the licenses granted to Customer under this Agreement will apply to such Affiliates, but Customer will have the sole right to enforce this Agreement against Microsoft. Customer will remain responsible for all obligations under this Agreement and for its Affiliates’ compliance with this Agreement. f. Reservation of Rights. Microsoft reserves all rights not expressly granted in this Agreement. Products are protected by copyright and other intellectual property laws and international treaties. No rights will be granted or implied by waiver or estoppel. Rights to access or use a Product on a device do not give Customer any right to implement Microsoft patents or other Microsoft intellectual property in the device itself or in any other software or devices.
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g. Restrictions. Except as expressly permitted in this Agreement or Product documentation, Customer must not (and is not licensed to):
(1) reverse engineer, decompile, or disassemble any Product, or attempt to do so; (2) install or use non-Microsoft software or technology in any way that would subject Microsoft’s intellectual property or technology to any other license terms; (3) work around any technical limitations in a Product or restrictions in Product documentation; (4) separate and run parts of a Product on more than one device; (5) upgrade or downgrade parts of a Product at different times; (6) transfer parts of a Product separately; or
(7) distribute, sublicense, rent, lease, or lend any Products, in whole or in part, or use them to offer hosting services to a third party.
h. License transfers. Customer may only transfer fully-paid, perpetual licenses to (1) an Affiliate or (2) a third party solely in connection with the transfer of hardware to which, or employees to whom, the licenses have been assigned as part of (a) a divestiture of all or part of an Affiliate or (b) a merger involving Customer or an Affiliate. Upon such transfer, Customer must uninstall and discontinue using the licensed Product and render any copies unusable. Customer must notify Microsoft of a License transfer and provide the transferee a copy of these General Terms, the applicable Use Rights and any other documents necessary to show the scope, purpose and limitations of the licenses transferred.
Attempted license transfers that do not comply with this section are void. i. Customer Eligibility. Customer agrees that if it is purchasing academic, government or nonprofit offers, Customer meets the respective eligibility requirements (https://aka.ms/eligiblitydefinition).
Microsoft reserves the right to verify eligibility and suspend product use if requirements are not met.
Non-Microsoft Products.
Non-Microsoft Products are provided under separate terms by the Publishers of such products.
Customer will have an opportunity to review those terms prior to placing an order for a Non-Microsoft Product through a Microsoft online store or Online Service. Microsoft is not a party to the terms between Customer and the Publisher. Microsoft may provide Customer’s contact information and transaction details to the Publisher. Microsoft makes no warranties and assumes no responsibility or liability whatsoever for Non-Microsoft Products. Customer is solely responsible for its use of any NonMicrosoft Product.
Verifying compliance.
Customer must keep records relating to Products it and its Affiliates use or distribute. At Microsoft’s expense, Microsoft may verify Customer’s and its Affiliates’ compliance with this Agreement at any time upon 30 days’ notice. To do so, Microsoft may engage an independent auditor (under nondisclosure obligations) or ask Customer to complete a self-audit process. Customer must promptly provide any information and documents that Microsoft or the auditor reasonably requests related to the verification and access to systems running the Products. If verification or self-audit reveals any unlicensed use, Customer must, within 30 days, order sufficient licenses to cover the period of its unlicensed use.
Without limiting Microsoft’s other remedies, if unlicensed use is 5% or more of Customer’s total use of all Products, Customer must reimburse Microsoft for its costs incurred in verification and acquire sufficient licenses to cover its unlicensed use at 125% of the then-current Customer price or the #4..
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maximum allowed under applicable law, if less. All information and reports related to the verification process will be Confidential Information and used solely to verify compliance.
Privacy.
Personal Data. Customer consents to the processing of Personal Data by Microsoft and its Affiliates, and their respective agents and subcontractors, as provided in this Agreement. Before providing Personal Data to Microsoft, Customer will obtain all required consents from third parties (including Customer’s contacts, Partners, distributors, administrators, and employees) under applicable privacy and data protection laws.
Location of Personal Data. To the extent permitted by applicable law, Personal Data collected under this Agreement may be transferred, stored and processed in the United States or any other country in which Microsoft or its Affiliates, or their respective agents and subcontractors, maintain facilities.
Microsoft will abide by the requirements of European Economic Area and Swiss data protection law regarding the collection, use, transfer, retention, and other processing of Personal Data from the European Economic Area and Switzerland.
Confidentiality.
a. Confidential Information. “Confidential Information” is non-public information that is designated “confidential” or that a reasonable person should understand is confidential, including, but not limited to, Customer Data, the terms of this Agreement, and Customer’s account authentication credentials.
Confidential Information does not include information that (1) becomes publicly available without a breach of a confidentiality obligation; (2) the receiving party received lawfully from another source without a confidentiality obligation; (3) is independently developed; or (4) is a comment or suggestion volunteered about the other party’s business, products or services. b. Protection of Confidential Information. Each party will take reasonable steps to protect the other’s Confidential Information and will use the other party’s Confidential Information only for purposes of the parties’ business relationship. Neither party will disclose Confidential Information to third parties, except to its Representatives, and then only on a need-to-know basis under nondisclosure obligations at least as protective as this Agreement. Each party remains responsible for the use of Confidential Information by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party. The Online Services Terms may provide additional terms regarding the disclosure and use of Customer Data.
c. Disclosure required by law. A party may disclose the other’s Confidential Information if required by law, but only after it notifies the other party (if legally permissible) to enable the other party to seek a protective order.
d. Residual information. Neither party is required to restrict work assignments of its Representatives who have had access to Confidential Information. Each party agrees that the use of information retained in Representatives’ unaided memories in the development or deployment of the parties’ respective products or services does not create liability under this Agreement or trade secret law, and each party agrees to limit what it discloses to the other accordingly. e. Duration of Confidentiality obligation. These obligations apply (1) for Customer Data, until it is deleted from the Online Services; and (2) for all other Confidential Information, for a period of five years after a party receives the Confidential Information.
Product warranties.
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a. Limited warranties and remedies.
(1) Online Services. Microsoft warrants that each Online Service will perform in accordance with the applicable SLA during Customer’s use. Customer’s remedies for breach of this warranty are described in the SLA.
(2) Software. Microsoft warrants that the Software version that is current at the time will perform substantially as described in the applicable Product documentation for one year from the date Customer acquires a license for that version. If it does not, and Customer notifies Microsoft within the warranty term, Microsoft will, at its option, (a) return the price Customer paid for the Software license or (b) repair or replace the Software.
The remedies above are Customer’s sole remedies for breach of the warranties in this section. Customer waives any warranty claims not made during the warranty period. b. Exclusions. The warranties in this Agreement do not apply to problems caused by accident, abuse, or use inconsistent with this Agreement, including failure to meet minimum system requirements. These warranties do not apply to free, trial, preview, or prerelease products, or to components of Products that Customer is permitted to redistribute.
c. Disclaimer. Except for the limited warranties above and subject to applicable law, Microsoft provides no other warranties or conditions for Products and disclaims any other express, implied or statutory warranties for Products, including warranties of quality, title, non- infringement, merchantability, and fitness for a particular purpose.
Defense of third-party claims.
The parties will defend each other against the third-party claims described in this section and will pay the amount of any resulting adverse final judgment or approved settlement, but only if the defending party is promptly notified in writing of the claim and has the right to control the defense and any settlement of it. The party being defended must provide the defending party with all requested assistance, information, and authority. The defending party will reimburse the other party for reasonable out-of-pocket expenses it incurs in providing assistance. This section describes the parties’ sole remedies and entire liability for such claims.
a. By Microsoft. Microsoft will defend Customer against any third-party claim to the extent it alleges that a Product made available by Microsoft for a fee and used within the scope of the license granted under this Agreement (unmodified from the form provided by Microsoft and not combined with anything else), misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party. If Microsoft is unable to resolve a claim of misappropriation or infringement, it may, at its option, either (1) modify or replace the Product with a functional equivalent or (2) terminate Customer’s license and refund any license fees (less depreciation for perpetual licenses), including amounts paid in advance for unused consumption for any usage period after the termination date. Microsoft will not be liable for any claims or damages due to Customer’s continued use of a Product after being notified to stop due to a third-party claim. b. By Customer. To the extent permitted by applicable law, Customer will defend Microsoft and its Affiliates against any third-party claim to the extent it alleges that: (1) any Customer Data or NonMicrosoft Product hosted in an Online Service by Microsoft on Customer's behalf misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party; or (2) Customer’s use of any Product, alone or in combination with anything else, violates the law or harms a third party.
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Limitation of liability.
For each Product, each party’s maximum, aggregate liability to the other under this Agreement is limited to direct damages finally awarded in an amount not to exceed the amounts Customer was required to pay for the Products during the term of the applicable licenses, subject to the following:
a. Subscriptions. For Products ordered on a subscription basis, Microsoft’s maximum liability to Customer for any incident giving rise to a claim will not exceed the amount Customer paid for the Product during the 12 months before the incident.
b. Free Products and distributable code. For Products provided free of charge and code that Customer is authorized to redistribute to third parties without separate payment to Microsoft, Microsoft’s liability is limited to direct damages finally awarded up to US$5,000. c. Exclusions. In no event will either party be liable for indirect, incidental, special, punitive, or consequential damages, or loss of use, loss of profits, or interruption of business, however caused or on any theory of liability.
d. Exceptions. No limitation or exclusions will apply to liability arising out of either party’s (1) confidentiality obligations (except for liability related to Customer Data, which will remain subject to the limitations and exclusions above); (2) defense obligations; or (3) violation of the other party’s intellectual property rights.
Partners.
Selecting a Partner. Customer may authorize a Partner to place orders on Customer’s behalf and manage Customer’s purchases by associating the Partner with its account. If the Partner’s distribution right is terminated, Customer must select an authorized replacement Partner or purchase directly from Microsoft. Partners and other third parties are not agents of Microsoft and are not authorized to enter into any agreement with Customer on behalf of Microsoft.
Partner Administrator privileges and access to Customer Data. If Customer purchases Online Services from a Partner or chooses to provide a Partner with administrator privileges, that Partner will be the primary administrator of the Online Services and will have administrative privileges and access to Customer Data and Administrator Data. Customer consents to Microsoft and its Affiliates providing the Partner with Customer Data and Administrator Data for purposes of provisioning, administering and supporting (as applicable) the Online Services. Partner may process such data according to the terms of Partner’s agreement with Customer, and its privacy commitments may differ from Microsoft’s.
Customer appoints Partner as its agent for purposes of providing and receiving notices and other communications to and from Microsoft. Customer may terminate the Partner’s administrative privileges at any time.
Support and Professional Services. Customer’s Partner will provide details on support services available for Products purchased under this agreement. Support services may be performed by Partner or its designee, which in some cases may be Microsoft. If Customer purchases Professional Services under this agreement, the performance of those Professional Services will be subject to the terms and conditions in the Use Rights.
Pricing and payment.
If Customer orders from a Partner, the Partner will set Customer’s pricing and payment terms for that order, and Customer will pay the amount due to the Partner. Pricing and payment terms related to orders placed by Customer directly with Microsoft are set by Microsoft, and Customer will pay the amount due as described in this section.
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Payment method. Customer must provide a payment method or, if eligible, choose to be invoiced for purchases made on its account. By providing Microsoft with a payment method, Customer (1) consents to Microsoft’s use of account information regarding the selected payment method provided by the issuing bank or applicable payment network; (2) represents that it is authorized to use that payment method and that any payment information it provides is true and accurate; (3) represents that the payment method was established and is used primarily for commercial purposes and not for personal, family or household use; and (4) authorizes Microsoft to charge Customer using that payment method for orders under this Agreement.
Invoices. Microsoft may invoice eligible Customers. Customer’s ability to elect payment by invoice is subject to Microsoft’s approval of Customer’s financial condition. Customer authorizes Microsoft to obtain information about Customer’s financial condition, which may include credit reports, to assess Customer’s eligibility for invoicing. Unless the Customer’s financial statements are publicly available, Customer may be required to provide their balance sheet, profit and loss and cash flow statements to Microsoft. Customer may be required to provide security in a form acceptable to Microsoft to be eligible for invoicing. Microsoft may withdraw Customer’s eligibility at any time and for any reason.
Customer must promptly notify Microsoft of any changes in its company name or location and of any significant changes in the ownership, structure, or operational activities of the organization.
Invoice Payment terms. Each invoice will identify the amounts payable by Customer to Microsoft for the period corresponding to the invoice. Customer will pay all amounts due within thirty (30) calendar days following the invoice date.
Late Payment. Microsoft may, at its option, assess a late fee on any payments to Microsoft that are more than fifteen (15) calendar days past due at a rate of two percent (2%) of the total amount payable, calculated and payable monthly, or the highest amount allowed by law, if less.
Cancellation fee. If a subscription permits early termination and Customer cancels the subscription before the end of the subscription or billing period, Customer may be charged a cancellation fee.
Recurring Payments. For subscriptions that renew automatically, Customer authorizes Microsoft to charge Customer’s payment method periodically for each subscription or billing period until the subscription is terminated. By authorizing recurring payments, Customer authorizes Microsoft to process such payments as either electronic debits or fund transfers, or as electronic drafts from the designated bank account (in the case of Automated Clearing House or similar debits), as charges to the designated card account (in the case of credit card or similar payments) (collectively, “Electronic Payments”). If any payment is returned unpaid or if any credit card or similar transaction is rejected or denied, Microsoft or its service providers reserve the right to collect any applicable return item, rejection or insufficient funds fee to the maximum extent permitted by applicable law and to process any such fees as an Electronic Payment or to invoice Customer for the amount due.
Taxes. Microsoft prices exclude applicable taxes unless identified as tax inclusive. If any amounts are to be paid to Microsoft, Customer shall also pay any applicable value added, goods and services, sales, gross receipts, or other transaction taxes, fees, charges, or surcharges, or any regulatory cost recovery surcharges or similar amounts that are owed under this Agreement and that Microsoft is permitted to collect from Customer. Customer shall be responsible for any applicable stamp taxes and for all other taxes that it is legally obligated to pay including any taxes that arise on the distribution or provision of Products by Customer to its Affiliates. Microsoft shall be responsible for all taxes based upon its net income, gross receipts taxes imposed in lieu of taxes on income or profits, and taxes on its property ownership.
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If any taxes are required to be withheld on payments invoiced by Microsoft, Customer may deduct such taxes from the amount owed and pay them to the appropriate taxing authority, but only if Customer promptly provides Microsoft an official receipt for those withholdings and other documents reasonably requested to allow Microsoft to claim a foreign tax credit or refund. Customer will ensure that any taxes withheld are minimized to the extent possible under applicable law.
Term and termination.
a. Term. This Agreement is effective until terminated by a party, as described below. b. Termination without cause. Either party may terminate this Agreement without cause on 60 days’ notice. Termination without cause will not affect Customer’s perpetual licenses, and licenses granted on a subscription basis will continue for the duration of the subscription period(s), subject to the terms of this Agreement.
c. Termination for cause. Without limiting other remedies it may have, either party may terminate this Agreement on 30 days’ notice for material breach if the other party fails to cure the breach within the 30-day notice period. Upon such termination, the following will apply:
(1) All licenses granted under this Agreement will terminate immediately except for fully-paid, perpetual licenses.
(2) All amounts due under any unpaid invoices shall become due and payable immediately. For metered Products billed periodically based on usage, Customer must immediately pay for unpaid usage as of the termination date.
(3) If Microsoft is in breach, Customer will receive a credit for any subscription fees, including amounts paid in advance for unused consumption for any usage period after the termination date. d. Suspension. Microsoft may suspend use of an Online Service without terminating this Agreement during any period of material breach. Microsoft will give Customer notice before suspending an Online Service when reasonable.
e. Termination for regulatory reasons. Microsoft may modify, discontinue, or terminate a Product in any country or jurisdiction where there is any current or future government regulation, obligation, or other requirement, that (1) is not generally applicable to businesses operating there; (2) presents a hardship for Microsoft to continue offering the Product without modification; or (3) causes Microsoft to believe these terms or the Product may conflict with any such regulation, obligation, or requirement. If Microsoft terminates a subscription for regulatory reasons, Customer will receive, as its sole remedy, a credit for any subscription fees, including amounts paid in advance for unused consumption for any usage period after the termination date.
Miscellaneous.
a. Independent contractors. The parties are independent contractors. Customer and Microsoft each may develop products independently without using the other’s Confidential Information. b. Agreement not exclusive. Customer is free to enter into agreements to license, use, and promote the products and services of others.
c. Amendments. Microsoft may modify this Agreement from time to time. Changes to the Use Rights will apply as provided in this Agreement. Changes to other terms will not apply until Customer accepts them. Microsoft may require Customer to accept revised or additional terms before processing a new order. Any additional or conflicting terms and conditions contained in a purchase order or otherwise presented by Customer are expressly rejected and will not apply. #4..
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d. Assignment. Either party may assign this Agreement to an Affiliate, but it must notify the other party in writing of the assignment. Customer consents to the assignment to an Affiliate or third party, without prior notice, of any rights Microsoft may have under this Agreement to receive payment and enforce Customer's payment obligations, and all assignees may further assign such rights without further consent. Any other proposed assignment of this Agreement must be approved by the non- assigning party in writing. Assignment will not relieve the assigning party of its obligations under the assigned Agreement. Any attempted assignment without required approval will be void. e. U.S. export. Products are subject to U.S. export jurisdiction. Customer must comply with all applicable international and national laws, including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, and end-user, end use and destination restrictions by U.S. and other governments related to Microsoft products, services, and technologies. f. Severability. If any part of this Agreement is held to be unenforceable, the rest of the Agreement will remain in full force and effect.
g. Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver. Any waiver must be in writing and signed by the waiving party.
h. No third-party beneficiaries. This Agreement does not create any third-party beneficiary rights except as expressly provided by its terms.
i. Survival. All provisions survive termination of this Agreement except those requiring performance only during the term of the Agreement.
j. Notices. Notices must be in writing and will be treated as delivered on the date received at the address, date shown on the return receipt, email transmission date, or date on the courier or fax confirmation of delivery. Notices to Microsoft must be sent to the following address:
Microsoft Corporation
Dept. 551, Volume Licensing
6880 Sierra Center Parkway
Reno, Nevada 89511-1137
USA
k. Applicable law. This Agreement will be governed by and construed in accordance with the laws of the State of Washington and federal laws of the United States. The 1980 United Nations Convention on Contracts for the International Sale of Goods and its related instruments will not apply to this Agreement.
l. Dispute resolution. When bringing any action arising under this Agreement, the parties agree to the following exclusive venues:
(1) If Microsoft brings the action, the venue will be where Customer has its headquarters. (2) If Customer brings the action against Microsoft or any Microsoft Affiliate located outside of Europe, the venue will be the state or federal courts in King County, State of Washington, USA. (3) If Customer brings the action against Microsoft or any Microsoft Affiliate located in Europe, and not also against Microsoft or a Microsoft Affiliate located outside of Europe, the venue will be the Republic of Ireland.
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The parties consent to personal jurisdiction in the agreed venue. This choice of venue does not prevent either party from seeking injunctive relief in any jurisdiction with respect to a violation of intellectual property rights or confidentiality obligations.
m. Order of precedence. These General Terms will take precedence over any conflicting terms in other documents that are part of this Agreement that are not expressly resolved in those documents, except that conflicting terms in the Use Rights take precedence over these General Terms as to the applicable Products. Terms in the Online Services Terms take precedence over conflicting terms in the Product Terms. Terms in an amendment control over the amended document and any prior amendments concerning the same subject matter.
n. Microsoft Affiliates and contractors. Microsoft may perform its obligations under this Agreement through its Affiliates and use contractors to provide certain services. Microsoft remains responsible for their performance.
o. Government procurement rules. By accepting this agreement, Customer represents and warrants that (i) it has complied and will comply with all applicable government procurement laws and regulations; (ii) it is authorized to enter into this Agreement; and (iii) this Agreement satisfies all applicable procurement requirements.
Definitions.
“Administrator Data” means the information provided to Microsoft or its Affiliates during sign-up, purchase, or administration of Products.
“Affiliate” means any legal entity that controls, is controlled by, or is under common control with a party. “Control” means ownership of more than a 50% interest of voting securities in an entity or the power to direct the management and policies of an entity. “Confidential Information” is defined in the “Confidentiality” section. “Customer” means the entity identified as such on the account associated with this Agreement. “Customer Data” means all data, including all text, sound, software, image or video files that are provided to Microsoft or its Affiliates by, or on behalf of, Customer and its Affiliates through use of Online Services.
“End User” means any person Customer permits to use a Product or access Customer Data. “Licensing Site” means http://www.microsoft.com/licensing/contracts or a successor site. “Microsoft” means Microsoft Corporation.
“Non-Microsoft Product” means any third-party-branded software, data, service, website or product, unless incorporated by Microsoft in a Product.
“Online Services” means Microsoft-hosted services to which Customer subscribes under this Agreement. It does not include software and services provided under separate license terms. “Online Services Terms” means the additional terms that apply to Customer’s use of Online Services published on the Licensing Site and updated from time to time. “Partner” means a company Microsoft has authorized to distribute Products to Customer. “Personal Data” means any information relating to an identified or identifiable natural person. #4..
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“Product” means all Software and Online Services identified in the Product Terms that Microsoft offers under this Agreement, including previews, prerelease versions, updates, patches and bug fixes from Microsoft. Product availability may vary by region. “Product” does not include Non-Microsoft Products. “Product Terms” means the document that provides information about Products available under this Agreement. The Product Terms document is published on the Licensing Site and is updated from time to time.
“Publisher” means a provider of a Non-Microsoft Product. “Representatives” means a party’s employees, Affiliates, contractors, advisors and consultants. “SLA” means Service Level Agreement, which specifies the minimum service level for the Online Services and is published on the Licensing Site.
“Software” means licensed copies of Microsoft software identified in the Product Terms. Software does not include Online Services, but Software may be part of an Online Service. “use” means to copy, download, install, run, access, display, use or otherwise interact with. “Use Rights” means the license terms and terms of service for each Product published on the Licensing Site and updated from time to time. The Use Rights supersede the terms of any end user license agreement that accompanies a Product. License terms for all Products are published in the Product Terms. Terms of service for Online Services are published in the Online Services Terms. #4..
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Schedule G – Data Processing Addendum
Client is also referred to as “Data Controller” in this Schedule G.
CGI is also referred to as “Data Processor” in this Schedule G.
1. GENERAL
1.1. The Parties, in accordance with the Applicable Data Protection Legislation, hereby agree to the provisions of this Data Processing Addendum (the “DPA”) to provide safeguards for the Processing of Client’s Personal Data by CGI under the Agreement
1.2. This DPA forms an integral part of the Agreement.
1.3. To the extent that the provisions of this DPA are in any respect inconsistent or in conflict with any provisions of the Agreement, the provisions of this DPA shall prevail and govern.
2. DEFINITIONS
For purposes of this DPA, the following terms shall have the meanings set out below and any other capitalized terms, not defined herein, shall retain the meaning ascribed to them in the Agreement.
1.4. “Applicable Data Protection Legislation” refers to any and all laws and regulations which are applicable to the processing of Personal Data including, without limitation and as applicable: Health Insurance Portability and Accountability Act HIPAA (2024), Family Educational Rights and Privacy Act (FERPA) regulations 34 CFR Part 99, IRS Publication 1075 and National Institute of Standards and Technology Publication NIST800-53 and all other applicable U.S. privacy, consumer privacy, and data protection Laws relating to the processing of Client Data.
1.5. “Auditor” means an independent third party auditor provided that such third party shall not be a competitor of CGI. Competitors of CGI include entities whose primary business line, whether on shore or offshore, is in information technology outsourcing services, enterprise resources management services, managed/cloud services, out-tasking, software development and maintenance, or information technology systems consulting services), but do not include the audit arms of the major accounting firms.
1.6. “Personal Data” means any information relating to an identified or identifiable natural person (“Data Subject”); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person; including without limitation any other equivalent term as defined in, and subject to, Applicable Data Protection Legislation.
1.7. “Personal Data Incident” means an incident known or reasonably expected to result in the accidental or unlawful destruction, loss, alteration, seizure, unauthorized disclosure of or access to, Client’s Personal Data.
1.8. “Process, Processing or Processed” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as access, collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation (including remote access), use, disclosure by transmission, dissemination or otherwise making available, alignment or #4..
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combination, restriction, erasure or destruction including, without limitation, processing as defined in, and subject to, applicable Data Protection Legislation.
1.9. “Sell” or “sale” or “share” means selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a consumer’s personal information by the business to another business or a third party for monetary or any other non-monetary valuable consideration. ‘Sale’ does not include Personal Data shared or transferred to CGI by Client for the provision of Services under the Agreement.
1.10. “Services” has the meaning ascribed to it in the Agreement.
3. TERM AND DURATION OF THE DPA
1.11. Unless terminated earlier in accordance with the terms of the Agreement, the DPA shall continue for the duration of the Processing as detailed in Appendix A to this DPA.
1.12. Any provisions of this DPA that impose or contemplate continuing obligations on a party, including, but not limited to, those related to confidentiality and liability, shall survive the expiration or termination of this DPA.
4. DATA PROCESSING OBLIGATIONS
1.13. CGI will comply with the Applicable Data Protection Legislation applicable to it as a service provider and Client will comply with the Applicable Data Protection Legislation applicable to Client.
1.14. CGI will Process Client’s Personal Data in accordance with Client’s written instructions. Appendix A describes Client’s instructions, the scope of the Processing, the types of Personal Data Processed by CGI on behalf of Client and the categories of Data Subjects. Any modification to Appendix A will require the prior written agreement of the Parties and will be subject to the Change Order process if the modification impacts the price of the Services.
1.15. Considering the scope, context, and purposes of the Processing of Client’s Personal Data by CGI, as well as the risk for the rights and freedoms of Data Subjects, CGI will:
1.15.1. take appropriate technical and organizational measures that provide a level of security that is appropriate to the risks involved in the Processing of Client’s Personal Data by CGI.
1.15.2. maintain a record of the Processing activities for which it is responsible.
1.15.3. require that its personnel:
1.15.3.1. comply with Applicable Data Protection Legislation applicable to CGI as a service provider.
1.15.3.2. process Client’s Personal Data exclusively in accordance with Client’s written instructions and this DPA.
1.15.3.3. disclose Personal Data to other members of CGI’s personnel only as necessary to provide the Services and to satisfy CGI’s obligations under the Agreement.
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1.15.3.4. annually complete appropriate training regarding privacy, confidentiality, and information security prior to Processing Client’s Personal Data;
1.15.4. make its personnel aware of CGI’s as well as their own duties and obligations under Applicable Data Protection Legislation, the Agreement and this DPA;
1.15.5. promptly and securely destroy all copies of Personal Information that are no longer needed to fulfil the purpose(s) for which it was made available to CGI by Client; provided however, CGI may retain Personal Information in CGI’s automated back-up system and any such retained Personal Information shall be subject to the provisions of Section 6 of the Agreement;
1.15.6. not collect Personal Information unless doing so is necessary for the performance of its obligations under the Agreement;
1.15.7. without undue delay, but no later than 72 hours after having confirmed a Personal Data Incident, advise Client of the Personal Data Incident in writing.
1.15.8. report any privacy rights request to Client within 72 hours after having received such a request and will assist Client in meeting Client’s own obligations under Applicable Data Protection Legislation, including:
1.15.8.1. fulfilling any verified deletion requests at the direction of Client; and
1.15.8.2. assisting with verified access requests, including providing a copy of responsive Personal Information maintained by CGI in a portable and readily usable format;
1.15.9. not Sell or share any Personal Information received from Client or retain, use, or disclose the information outside of the direct business relationship with Client.
1.16. CGI agrees that it understands the restrictions and requirements set forth herein as required by the Applicable Data Protection Legislation, will comply with them, and will require that any subcontractors used to process Client’s Personal Data also agree to comply with these restrictions and requirements.
1.17. In performing their respective obligations under this DPA, neither party shall be required to undertake any activity that would violate Applicable Data Protection Legislation. If CGI believes that Client’s instructions with respect to the Processing of Client’s Personal Data infringes the Applicable Data Protection Legislation, CGI shall inform Client accordingly.
1.18. CGI shall, subject to the terms and conditions set out in Schedule F –Client Audit Rights, allow Client to perform, at Client’s cost and expense, an audit to verify CGI’s compliance with the obligations set out in this DPA.
1.19. Upon expiration or termination of this DPA, CGI shall cease to Process Client’s Personal Data and return and/or destroy Client’s Personal Data in accordance with Client’s documented instructions, unless applicable laws require Client’s Personal Data to be otherwise retained.
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Appendix A
to
Schedule G – Data Processing addendum
Client’s Documented Instructions
1. Purpose of the Processing
The purpose of the Personal Data Processing is the performance of the Services under the terms and conditions set out in the Agreement.
2. Duration of the Processing
The duration of the Processing corresponds to term of the [Agreement/ Statement of Work/Order].
3. Nature of the Processing
The nature of the processing carried out by the Processor under the [Agreement/Statement of Work/Order] INCLUDES:
Record Personal Data Use Personal Data for test and support purposes only
Organize or structure Personal Data Disclose Personal Data by transmission, dissemination, or any other form of
making data available
Temporarily conserve Personal Data Reconcile Personal Data Adapt or modify Personal Data (user
rights management)
Limit the Personal Data in the way of
managing access rights to data
Extract or consult Personal Data Erase or destroy Personal Data Other, (please elaborate):
4. Categories of Personal Data
Name & Contact Details Client history
Identification Numbers Bank data (RIB, IBAN, credit card number, transactions)
Photos or recordings such as video or
telephone recording
Billing or payment details
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Business contact data (e. g. company,
address, telephone, e-mail)
Evaluation or rating data
Personal life data (life habits, family
situation, etc.)
Connection data (IP addresses, logs, etc.)
Data relating to professional life
(resume, training, distinctions, etc.)
Location data (travel, GPS, GSM, etc.)
Economic and financial information
(income, financial situation, tax status,
etc.)
Other, (please elaborate):
5. Special Categories of Personal Data
Personal Data which reveal racial or
ethnic origin
Biometric data for the purpose of
identifying a natural person
Personal Data which reveal political
opinion
Health Data
Personal Data which reveal
philosophical or religious conviction
Personal Data which reveal sex life or
sexual orientation
Personal Data which reveal union
membership
Personal Data which reveal criminal
conviction or infraction
Genetic data Social Security Number
6. Categories of Data Subjects
Employees and former employees
(including trainees)
Subscribers
Visitors Providers, Consultants
Prospects Trade Representatives
Client Customers Contacts
Other, (please elaborate):
7. List of Authorized Subprocessors
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# Name of the Sub-processor Location Where SubProcessing Will Take Place Purpose of the Processing by
the Sub-processor
8. Notices
Any notice or other communication required or permitted to be made or given by either party pursuant to this DPA will be in writing, in English, and will be deemed to have been duly given: (i) five (5) Business Days after the date of mailing if sent by registered or certified mail, postage prepaid, with return receipt requested; or (ii) when delivered if delivered personally or sent by express courier service. All notices will be sent to the other party at its address as set forth below or at such other address as the party may specify in a notice given in accordance with this Section:
Data Privacy Notices Contacts
CGI Data Privacy Contact:
CGI Technologies and Solutions Inc.
11325 Random Hills Road, 8th Floor
Fairfax, VA 22030
Attn:
Email: [email protected]
Client Data Privacy Contact:
[Insert Client local business street address]
Attn: (name of the Data Protection Officer)
Email: [Insert email address of Client Data
Protection Officer]
9. Technical and Organizational Security Measures
CGI undertakes to implement the following technical and organizational security measures which aim to protect Personal Data against accidental or unlawful destruction, accidental loss or alteration, unauthorized disclosure, or access in accordance with the Applicable Data Protection Legislation:
CATEGORIES
OF MEASURES
CATEGORIES OF
MEASURES
DESCRIPTION
TECHNICAL AND ORGANIZATIONAL SECURITY MEASURES
IMPLEMENTED BY CGI
Encryption Encryption means
measures implemented
to protect the
confidentiality of data
stored (in the
database, in flat files,
backups, etc.), as well
as the procedure for
managing encryption
keys (creation, storage,
change in the event of
suspected cases of data
compromise, etc.)
CGI applies encryption for the following scenarios to protect information while in transit or in storage:
· All laptop computers utilize full disk encryption.
· All PCs (laptop and desktop) utilize portable media
encryption.
· All CGI mobile devices (smartphones and tablets) are
encrypted.
· Remote access connections are encrypted using either SSL or IPsec.
· SSL encryption is leveraged for application access.
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· Business to business interconnections with third parties are established through private networks or encrypted networks leveraging IPsec.
· All CGI Wi-Fi networks are encrypted by default (WPA2 with AES encryption).
· Email exchanged with clients and partners are encrypted at the server level by default using TLS if Client supports encryption.
Logical access
control
Automated system that
controls an individual's
ability to access one or
more computer system
resources, such as a
workstation, network,
application, or
database.
CGI password rules are established, and authentication
technologies are in place (username and password, two-factor authentication, etc.) based on the sensitivity of the
information being accessed. Two-factor authentication is required for all remote access to CGI networks.
Traceability
(logging)
Traceability and log
management
CGI’s standards provide guidance for logging of network activity and of critical systems and applications. Key event data is logged and monitored in real-time by CGI’s dedicated global security operations center (“GSOC”). System logs are securely stored, independently reviewed, and safeguarded from
unauthorized changes or alteration.
Archiving Maintain documented
information to the
extent necessary to
support the operation
of processes and retain
documented
information to the
extent necessary to
have confidence that
the processes are being
carried out as planned.
As per CGI’s record retention policy, all CGI employees must follow the applicable records retention procedures for all records created or received in connection with their work.
Records are sent to archives when they are no longer required for daily work, awaiting their expiration, unless otherwise required by applicable laws.
All emails sent and received from a CGI mailbox are archived as per CGI’s applicable record retention schedule.
Paper
document
security
Where paper
documents containing
data are used during
the processing,
guidelines on how they
are printed, stored,
destroyed, and
exchanged.
All CGI and client records are managed and maintained in accordance with CGI’s record retention policy.
CGI annually reviews its records in accordance with CGI’s applicable records retention schedule to confirm that records that have reached the end of their retention period are properly destroyed.
Operating
Security
Reduce the possibility
and the impact of risks
CGI keeps a comprehensive inventory of assets and records, and provides guidance on handling data (storage,
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on assets supporting
personal data
classification. Asset ownership is also properly assigned and managed throughout its lifecycle. Acceptable use of IT and information assets is clearly communicated through CGI’s security and acceptable use policy. The lifecycle of company records is managed and maintained through CGI’s records management and retention policies and procedures. CGI
restricts the creation of hardcopy material displaying personal data to the minimum needed to fulfill the legitimate
processing purpose.
Backups Means that are
implemented to allow
for the availability
and/or integrity of the
personal data, while
maintaining their
confidentiality.
CGI essential and critical information (including client information stored in CGI’s owned or shared environment) and systems are backed up with the capability to restore data if needed. Backup media is encrypted and stored off site using trusted storage suppliers.
Third Party
Suppliers (incl.
subcontractors,
cloud
providers, etc.)
- Processing
contracts
Only use third party
suppliers that can
provide sufficient
safeguards (in terms of
specialized knowledge,
reliability, and
resources).
CGI has implemented a mandatory third party due diligence process.
CGI requires third party suppliers to communicate their information system security policy before signing a contract with them.
CGI requires subcontractors and others third parties engaged by CGI with access to Personal Data to enter into data
processing agreements or equivalent. These agreements
define the subject, the length, and the purpose of the
Processing, as well as obligations of each party, in particular provisions targeting:
- their obligation in terms of confidentiality of the entrusted Personal Data;
- minimal standards in terms of user authentication;
- conditions of restitution of data and/or its destruction at end of the contract;
- incident management and notification rules (including notification of the data controller whenever a security breach or a Security Incident is discovered).
For cloud providers, CGI has defined several principles for the responsible use of cloud.
Network
Security
Management
Type of network on
which the processing is
carried out (isolated,
private or Internet).
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Firewall system,
intrusion detection
systems or other active
or passive devices
provided for network
security.
integrity and authenticity of information are maintained in accordance with industry standards.
Client networks are isolated from CGI’s network and other client networks. All CGI administrative accesses to client networks are controlled via secure remote access gateways leveraging encryption and two-factor authentication.
Business to business interconnections with third parties are established through private networks or through encrypted networks leveraging Internet Protocol Security (IPsec).
Sensitive data transmitted over untrusted networks is
encrypted.
All remote access systems leverage encryption (Secure Sockets Layer (SSL)) or IPsec), require two-factor authentication so that access is limited to only duly authorized individuals.
All CGI Wi-Fi networks are encrypted by default (WPA2 with AES encryption) and require appropriate authentication and authorization (username password or digital certificate).
CGI networks are monitored for cyber-threats through various technologies. Technologies including intrusion
detection/prevention, behavior analysis and advanced threat detection are deployed at the network perimeter and within the internal network and are monitored by GSOC.
Physical access
control
Means to provide for
physical security
(zoning, escorting of
visitors, wearing of
passes, locked doors
and so on).
Warning procedures in
place in the event of a
break-in.
Secure Areas: Based on defense-in-depth strategies, CGI’s physical security policy and supporting standards provide specific and risk-based guidance on secure areas (zones).
Operating Standards: Zone-based guidance is provided for building construction, physical locks and controls, physical access, fire/life safety and other procedural controls in all CGI offices and datacenters.
Data Centers: Due to the sensitive and critical nature of assets stored in datacenters, CGI has additional security controls and procedures in place to protect information contained within these facilities. CGI maintains records of all assets incoming and outgoing, to/from its datacenters. Critical services (power, #4..
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network, HVAC, fire suppression, etc.) are provided in
redundant fashion, and all critical equipment is maintained by vendor supported contracts. Assets are securely disposed of when no longer needed. Clear desk policies are in place and enforced.
Monitoring
network
activity
Intrusion detection
systems and intrusion
prevention systems
The GSOC provides ongoing security monitoring, incident management, threat intelligence, threat management and
forensic investigation. The GSOC monitors CGI’s network and critical assets on a 24x7 basis in geographies that CGI operates.
The GSOC also provides ongoing proactive testing of CGI’s network to evaluate if controls perform as expected against the current cyber-threats.
Overall
Approach to
Privacy
CGI has designated a chief privacy officer (CPO) overseeing CGI’s global data protection strategy, enterprise-wide data protection policies and procedures, and data protection regulatory compliance, and a network of employees who function as privacy business partners and who may also be appointed as data protection officers in accordance with Applicable Data Protection Legislation.
As a global IT and business consulting services organization, CGI is committed to maintaining levels of protection of Personal Data aligned to best practices in the industry which, as a minimum, comply with the requirements of the Applicable Data Protection Legislation and CGI’s contractual obligations. As part of this commitment, CGI requires its employees and any third party engaged by CGI to comply with CGI’s data privacy policy.
As part of CGI internal process, CGI must complete a standard data privacy and security checklist and when applicable, a cloud risk assessment for all client opportunities and internal projects to assess privacy and security risks.
On July 22, 2021, the French Data Protection Authority (CNIL) approved CGI’s binding corporate rules (“BCRs”) (BCR-P and BCR-C). More information is available on the CGI web site (Privacy page).
Personnel
management
Awareness-raising
controls carried out
with regard to a new
recruit and controls
carried out when
persons who have
been accessing data
leave their job.
Background Checks: CGI performs background checks on all employees and subcontractors. The nature of these
background checks depends on the role and related security requirements under the Agreement (e.g., background, credit, criminal, government, etc.).
Terms and Conditions of Employment: All CGI employees and subcontractors are committed to CGI’s security policies and standards, including a security and acceptable use policy, the CGI Code of Ethics, and any other specific security
requirements relevant to their role and position.
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Training: All CGI Members and subcontractors are required to take part in mandatory privacy and security awareness
trainings.
Data privacy training is conducted on an annual basis to educate members about privacy fundamentals and their
individual compliance obligations.
Security awareness training is conducted on an ongoing basis to educate members about their security responsibilities so that they are equipped to recognize threats (including cyber threats) and are prepared to report any potential Security Incidents. In addition, information campaigns (posters, snippets, advertisements, etc.), and simulation exercises for risks related to phishing are conducted. CGI’s global security awareness program undergoes continual improvement to
meet emerging threats and risks to CGI and its clients and partners.
Management Responsibilities: Responsibilities of management are defined in the information security policy, and
employees/subcontractor access and permissions are based on roles. They are updated as job functions change and removed when employees leave CGI and/or upon termination of a
contract with a subcontractor.
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~
en 0'
MODESTO
CAllfOl!HIA
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):
_lNo
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):
.iNo
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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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CGI Response to the City of
Modesto
Performance Budgeting
Solution
BAFO Clarifications
February 16, 2015
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© 2016 CGI Technologies and Solutions Inc., All Rights Reserved.
With 65,000 professionals operating in 400 offices in 40 countries, CGI fosters local accountability for client success while bringing global delivery capabilities to clients’ front doors. Founded in 1976, CGI applies a disciplined delivery approach that has achieved an industry-leading track record of delivering 95% of projects on-time and on-budget. Our high-quality business consulting, systems integration and managed services help clients leverage current investments while adopting new technology and business strategies that achieve top and bottom line results. As a demonstration of our commitment, our client satisfaction score consistently measures higher than 9 out of 10.
This proposal will become binding upon the execution by CGI and The City of Modesto of an agreement, containing the terms and conditions that will govern the relationships between the parties and is conditional upon due diligence and customary business investigations by CGI with respect to the requisite business arrangements necessary for CGI to carry out its obligations. The results of such review may impact upon the terms and conditions of this proposal, including the business structure, business terms and financial arrangements.
If you have received this document by mistake, note that the reading, the reproduction or the distribution of this document is strictly forbidden. You are hereby requested to inform us by telephone at 571-214-0912 and to return this document by certified mail.
The information in this proposal is submitted on February 16, 2016 on behalf of CGI by the following authorized representative:
Daniel Keene
Senior Vice President, State and Local ERP Solutions
CGI Technologies and Solutions Inc.
11325 Random Hills Road
Fairfax, VA 22030
(703) 267-8827
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CGI Response to City of Modesto Table of Contents
Performance Budgeting Solution i
February 16, 2015
© 2016 CGI Technologies and Solutions Inc., All Rights Reserved.
Table of Contents
REFERENCES 1
PRICING/COST PROPOSAL 2
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CGI Response to City of Modesto References
Performance Budgeting Solution 1
February 16, 2015
© 2016 CGI Technologies and Solutions Inc., All Rights Reserved.
References
CGI’s interface is Oracle version agnostic, thus CGI has is fully capable of interfacing from the City’s Oracle EBS 12.1.3 solution to our Advantage Performance Budgeting (PB) solution. For example, the following clients have an interface that enables the transfer of data between Oracle’s Financial and/or HRM solution(s) to CGI’s PB solution.
Client Contact
State of Vermont
Emily Byrne
Budget Development Director
[email protected]
Phone: (802)-828-6458
Lane County (OR)
Christine Moody
Budget & Financial Planning Manager & Interim
Financial Services Manager
[email protected]
Phone: (541) 682-3766
Cincinnati (OH)
David Criddle
IT Assistant Manager (ETS - Cincinnati Financial
Systems)
[email protected]
Phone: 513-352-3611
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CGI Response to City of Modesto Pricing/Cost Proposal
Performance Budgeting Solution 2
February 16, 2015
© 2016 CGI Technologies and Solutions Inc., All Rights Reserved.
Pricing/Cost Proposal
Please list the pricing if the City does not execute a 10 year contract.
Pricing may be affected based on the executed contract length. CGI is willing to discuss specific scenarios with the City to help clarify the impacts of contract length and pricing.
Please provide estimates for a 5 year contract with up to 10 years of static pricing. Typically we contract for 2 years with 3 one year options to continue.
The Advantage360 breakdown of costs below represents a 10-year contract term.
Exhibit 1: BAFO Pricing Summary – Advantage360 10-Year
Cost Category Year One Costs
CGI Advantage® Performance Budgeting Software $0
Hardware $0
Implementation Services (including training) $403,490
Subscription Fee (including access to the
Advantage Budgeting Solution, Business
Intelligence and Reporting, Budget Book
Publishing, Hosting, and Upgrades)
$114,360
Additional Software
Shifted One Time Costs $22,290 $92,930
Total Year 1 Costs $540,140 610,780
*Pricing assumes the City will execute a 10 year contract Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Subscription
fee
$114,360
$102,000
$114,360
$102,000
$114,360
$102,000
$114,360
$102,000
$114,360
$102,000
$114,360
$102,000
$114,360
$102,000
$114,360
$102,000
$114,360
$102,000
*Pricing assumes the City will execute a 10 year contract.
Except as otherwise expressly provided in this BAFO response, assumptions included in our previous submission to the City remain applicable.
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CGI
AMENDMENT No. 1 TO
CGI ADVANTAGE360®
SOFTWARE AS A SERVICE AGREEMENT
This Amendment No. 1 ("Amendment"), dated February 9. 2018 ("Effective Date"), modifies the Software as a Service Agreement ("Agreement") dated as of March 8, 2016 (the "Effective Date") by and between City of Modesto, CA ("Cl ient"), having its principal place of business at 101 O 101h Street, Modesto, CA 95353, and CGI Technologies and Solutions Inc. ("CGI"), a Delaware corporation having its principal place of business at 11325 Random Hills Road. Fairfax. Virginia 22030. Except as expressly specified otherwise herein, (i) capitalized terms in this Amendment have the same meanings ascribed to them in the Agreement; and (ii) the terms and conditions of the Agreement remain in full force and effect and are hereby affirmed and ratified.
1. BACKGROUND
The parties wish to enter into this Amendment to support migration of Client's multi-tenant, hosted CGI Advantage solution ("CGI Advantage360") from the CGI Phoenix Data Center to the Microsoft Azure ("Azure") Commercial Cloud. To provide a scalable and secure cloud-based Saas solution, CGI plans to migrate CGI Advantage360 to the Azure infrastructure-as-a-service platform instead of continuing to host CGI Advantage360 at the CGl-owned and -operated Phoenix Data Center. Throughout and after the Azure migration CGI will remain Client's single point of accountability for CGI Advantage360. CGI plans to execute the Azure migration in an upcoming Release Update, tentatively scheduled for Release Update 9 in early calendar year 2018. To facilitate the Azure migration, CGI will enter into an agreement with Microsoft Corporation ("Microsoft") and will be required to comply with the terms and conditions of Microsoft's standard volume licensing online services terms. including provisions relating to Microsoft Azure services and any future changes to those terms ("Microsoft Terms"). The parties want to amend the Agreement to recognize the Azure migration, the parties' obligations under the Microsoft Terms, and the beneficial impact of the Azure migration upon Client.
2. MODIFICATIONS
a. Definitions
1. New Definitions. Section 1 (Definitions) of the Agreement is hereby modified by adding the definitions specified in this subparagraph (i).
1. "Microsoft Azure Services" means the Microsoft services and features identified at https://azure.microsoft.com/services, except those Microsoft applications and/or services licensed separately by Client. and includes ~ny open source components incorporated by Microsoft in those services and features.
2. "Microsoft Azure Acceptable Use Pol icy" means the Acceptable Use Policy specified in the Microsoft OST.
3. "Microsoft OST" means the terms under Microsoft's volume licensing online services terms document and program agreement in effect at the time of use and applicable to CGl's and Client's use for a CGI Hosting Facility, the CGI System, or both, of a Microsoft on line service. including Microsoft Azure Services. as a result of CGl 's subscription to a Microsoft online service through a Microsoft volume licensing program. The Microsoft OST is published online at
http://www.microsoftvolumelicensing.com/DocumentSearch.aspx?Mode=3& DocumentTypeld=31 .
ii. Modified Definitions.
Section 1 (Definitions) of the Agreement is hereby amended as follows:
Amendment No. 1 to CGI Advantage360 Saas Agreement
CGI Technologies and Solutions Inc.
. , . Confidential and Proprietary
February 9. 2018
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CGI
1. To: (i) replace each use of the terms "CGI Data Center" and "CGI location" with the term "CGI Hosting Facility"; and (ii) clarify that any reference to CGI hardware or CGI infrastructure in the Agreement includes the CGI Hosting Facility. For purposes of this Amendment and the Agreement as amended by this Amendment, "CGI Hosting Facility" means a secure facility that hosts CGI System applications, infrastructure, and Client Content. b. Use of Third Party Suppliers. Section 3.B (Use of Third Party Suppliers) of the Agreement is hereby amended and restated in its entirety as follows:
Client acknowledges that CGI may obtain products and services, including provision of the CGI Hosting Facility, used in providing CGI Advantage360 from, and otherwise delegate obligations hereunder to, its affiliates, Subcontractors, or other third party suppliers. Any provider of hosting services for the CGI Hosting Facility shall be treated as a third party supplier rather than a Subcontractor under this Agreement. Unless specifically indicated otherwise, CGI shall nevertheless be responsible to Client for performance of CGI Advantage360 based on the use of such affiliates, Subcontractors, or third party suppliers.
c. Right to Make Changes to the CGI System. Section 3.C (Right to Make Changes to the CGI System) of the Agreement is hereby amended and restated in its entirety as follows:
CGI may make changes in CGI Advantage360 that CGI determines in its sole discretion to be necessary or appropriate. This includes changes concerning the CGI Hosting Facility, computer hardware, systems and/or application software, programming languages. data communications, and location of systems and service equipment.
Where such changes require the incorporation of changes to the terms and conditions of this Agreement, the parties will negotiate in good faith to amend this Agreement accordingly. CGI will inform Client at least seven (7) days in advance of the changes to CGI plans to implement during Scheduled Maintenance windows, unless the change is required due to an emergency situation to address an incident that has occurred or to prevent an incident from happening.
d. Grant of Limited License to CGI. Section 5.E (Grant of Limited License to CGI) is hereby amended and restated in its entirety as follows:
Client hereby grants to CGI and as applicable to CGl's Subcontractors and CGl's third party provider of the CGI Hosting Facility during the term of this Agreement a nonexclusive, nontransferable. limited right and license to access, display, reproduce, process and otherwise use the Content, in compliance with this Agreement and for the sole purpose of performing the Services as described in this Agreement. As between CGI and Client, Client will retain ownership of all of such Content. e. Use of the CGI System. Section 6.C (Use of the CGI System) of the Agreement is hereby amended and restated in its entirety as follows:
Client agrees that its use of the portion of CGI Advantage360 to which access is given shall be (i) in compliance with the terms of this Agreement, the Microsoft Azure Acceptable Use Policy, and federal, state, and local laws and regulations and common carrier tariffs applicable to CGI, (ii) solely for Client's internal use in receiving CGI Advantage360, unless otherwise permitted under this Agreement, and (iii) for proper business purposes. As part of CGl 's security measures, it may assign to Client one or more user or identification codes and associated passwords that will enable Client and its users to access CGI Advantage360. Client agrees to maintain the security of its user or identification codes and associated passwords and agrees to be responsible for their proper use by its employees and. where permitted, individuals acting as independent contractors. Client agrees to comply with any rules of operation and security procedures established by CGI for access to and use of CGI Advantage360. Client agrees that neither it nor its employees or any permitted independent contractors will attempt to gain or allow access to any data, files or programs of CGI to which they are not entitled under Amendment No. 1 to CGI Advantage360 Saas Agreement
CGI Technologies and Solutions Inc
. 2 . Confidential and Proprietary
February 9, 2018
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CGI
this Agreement, and that if such access is obtained by Client, or its employees or permitted independent contractors, Client, upon discovery of such unauthorized access, will immediately report such access to CGI, cease all unauthorized access, return all CGI, third party, or CGI customer information obtained as a result of such unauthorized access, and safeguard any CGI , third party, or CGI customer information obtained as a result of unauthorized access to Contractor Confidential Information. Client will be responsible for the actions of its employees, agents, and permitted independent contractors in connection with their access to or use or misuse of CGI Advantage360 and any CGI Hosting Facility.
f. Internal Controls Audit. Effective starting upon Phase 3 as defined in Section 3 of this Amendment, Section 12.B.2 (Audits Concerning CGl's Internal Controls) shall be retitled and amended and restated in its entirety as follows:
Internal Controls Audit. CGI shall provide Client internal controls audit documentation in accordance with the Data Processing Terms of the Microsoft OST. As of the Effective Date, the Microsoft OST specifies that (i) Microsoft Azure cores services comply with the following control standards and frameworks: ISO 27001 , ISO 27002, ISO 27018, SSAE 16 SOC 1 Type 11 , and SSAE SOC 2 Type II; (ii) Microsoft may add industry or government standards at any time, but will not eliminate a standard or framework in the table above, unless it is no longer used in the industry and it is replaced with a successor (if any); and (iii) subject to non-disclosure obligations, Microsoft will make each Information Security Policy available to CGI, along with other information reasonably requested by CGI regarding Microsoft security practices and policies. See Microsoft OST, Data Processing Terms, Online Services Information Security Policy g. Service Level Agreement. Schedule 1 (Service Level Agreement) of the Agreement is modified as specified in this Subsection (g).
i. Definitions
Section 1 (Definitions and Terminology) of Schedule 1 of the Agreement is hereby modified as follows:
1. To amend and restate in its entirety the definition of "Scheduled Maintenance" as follows:
"Scheduled Maintenance" means any time planned maintenance is to be performed on CGI Advantage360. The standard Scheduled Maintenance Period is Saturday from 12:00 a.m. EST to Sunday 11 :00 p.m. EST the third weekend of each month, plus other time periods of less than 12 hours during which CGI is performing planned maintenance on CGI Advantage360 after first providing written notice to Client at least one week before the beginning of the time period. Al l planned maintenance activities will be shared with Client in advance for the calendar year. Client will be able to notify CGI of any scheduled weekend maintenance that coincides with Client's peak periods, when weekend work may be necessary on the part of Client. CGI will work to mitigate the impacts of scheduled maintenance during peak usage times.
2. To amend and restate in its entirety the definition of "Hours of Availability" as follows:
"Hours of Availability" means the available hours for online access to CGI Advantage360 applications as it pertains to the Service Level Agreement, and the associated environment(s). The Hours of Availability are from 12:00 a.m. through 11 :59 p.m. United States Eastern time zone, every day (otherwise known as 24/7/365),
ii. Disaster Recovery.
Amendment No. 1 to CGI Advantage360 Saas Agreement
CGI Technologies and Solutions Inc.
. 3. Confidential and Proprietary
February 9, 2018
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CGI
1. Section 2.A.5 of Schedule 1 (Service Level Agreement) is hereby amended and restated in its entirety as follows:
Disaster Recovery is based on a maximum production data loss (Recovery Point Objective), as four (4) hours or less and a maximum production recovery time (Recovery Time Objective) of twelve (12) hours or less, and includes no more than one ( 1) Disaster Recovery testing window per 12-month period. Replication and failover results from CGl's annual Disaster Recovery testing will be provided to Client.
2. Section 2.B.7 of Schedule 1 (Service Level Agreement) is hereby amended and restated in its entirety as follows:
Coordinate and perform typical-level system and application backups required to support business operations and Disaster Recovery Service Levels. The specific frequency and retention of the various required back-ups consists of a daily production database backup during any day when the CGI System is to be available, given that the Recovery Point Objective is four (4) hours or less.
iii. SLA Applicability. Section 3.A.3 (SLA Applicability) of Schedule 1 (Service Level Agreement) of the Agreement is hereby amended and restated in its entirety as follow:
The Service Metrics and associated Service Levels apply to the production environment and use of CGI Advantage360 in production, unless specifically noted otherwise. In the event that a single Issue affects more than one Service Level, only the Service Metric with the highest Service Penalty will apply with respect to any Service Credits issued by CGI to Client. However, other unrelated incidents resulting in Issues will be considered as separate events and aggregated with respect to measuring performance against each Service Metric and associated Service Levels. The order of precedence is as follows (highest to lowest): Application Availability, Critical Issue Resolution, and then Serious Issue Resolution.
iv. Service Metrics. Section 3.C (Service Metrics) of Schedule 1 (Service Level Agreement) of the Agreement is hereby modified as follows:
1. Restating the Minimum Service Level for Application Availability as follows:
99% availability 12:00 a.m. through 11 :59 p.m. United States Eastern time zone, every day (otherwise known as 24/7/365), excluding Recognized Outages. During these hours, SLA metrics, reporting, and penalties will be applied to system availability. Online access to the CGI System will be provided if no Scheduled Maintenance, Scheduled Outage, or Included Offline Processing is occurring.
2. Restating the Disaster Recovery TargeURecovery Point Objective as follows:
No greater than 4 hours loss of data.
3. AZURE MIGRATION PHASES
This Amendment shall take effect on its Effective Date. The migration of CGI Advantage360 to Microsoft Azure hosting shall occur in three phases ("Phases") as specified in this Section 3. a. Phase 1 shall commence upon the Effective Date and conclude upon commencement of Phase 2.
b. Phase 2 shall commence upon CGI providing Phase 2 notice in writing that CGI has begun the migration of CGI Advantage360 to Microsoft Azure hosting and shall conclude upon commencement of Phase 3. During Phase 2:
Amendment No. 1 to CGI Advantage360 Saas Agreement
CGI Technologies and Solutions Inc
• 4 - Confidenlial and Proprietary
February 9, 201 8
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CGI
i. Migration activities will have begun;
ii. Parallel Microsoft Azure systems will have been provisioned and Content upload to Azure environments will be in progress; and
iii. Client will have production and nonproduction environments within the CGI Phoenix Data Center, and nonproduction environments within Microsoft Azure concurrently. c. Phase 3 shall commence upon CGI providing Phase 3 notice in writing that CGI has completed the migration of CGI Advantage360 to Microsoft Azure hosting. As of Phase 3:
i. Migration activities will be complete;
ii. Client will be live on Microsoft Azure for production and non production; and iii. CGI Phoenix Data Center production environments will have been decommissioned.
Each party has caused its authorized representative to execute this Amendment as of the Effective Date.
Title: __ j}_lC€_·_ ~-~-I ~-~-"---- -
Amendment No. 1 to CGI Advantage360 Saas Agreement
CGI Technologies and Solullons Inc.
City of Modesto, California (Client)
- 5 - Confidential and Proprietary
February 9. 2018
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AGREEMENT TRANSMITTAL SHEET
Subject of Agreement: Vendor Name: Division:
Contact Person: Extension: Attorney Reviewer Name:
The attached agreement is the final agreement approved by Council on and pulled from Unity for routing via DocuSign.
The attached agreement is the final version approved through the under $100,000 Unity Workflow review and pulled from Unity for routing via DocuSign.
PINS Approval Business License
Council Agenda Report 700 Form (for Consultants)
Signed or Unsigned Resolution W-9
Council Meeting Minutes (Only if unsigned
Resolution is provided)
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THIRD AMENDMENT TO AGREEMENT
WITH CGI TECHNOLOGIES AND SOLUTIONS INC FOR CGI ADVANTAGE
SOFTWARE
This Third Amendment, dated ______, 2025 the Software as a Service Agreement Agreement between the CITY
CGI TECHNOLOGIES AND SOLUTIONS INC., a Delaware corporation (hereinafter Contractor RECITALS
This Third Amendment to the Agreement is made with regard to the following recitals:
WHEREAS, CITY and CONTRACTOR previously entered into an Agreement for CGI ADVANTAGE360 on the 8th day of March, 2016
WHEREAS, CITY and CONTRACTOR previously executed a First Amendment -tenant, hosted CGI Advantage solution to the Microsoft Azure Commercial Cloud on the 9th
WHEREAS, CITY and CONTRACTOR previously executed a Second Amendment to upgrade CGI ADVANTAGE360 to CGI Advantage 4 on the 14th day of Amendment , and
WHEREAS, CITY and CONTRACTOR desire to amend the Agreement a third time to include an additional $60,500 for contingency cost.
NOW, THEREFORE, in consideration of this Third Amendment, and the mutual promises, covenants, and stipulations contained in the Agreement and this Amendment, the parties agree as follows:
1. CITY and CONTRACTOR mutually agree to increase the agreement by $60,500 for contingency cost for a revised total amount not to exceed $1,675,850.
2. Except as modified and amended by this Amendment, all other provisions of the Agreement, shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Amendment to Agreement by its City Manager and attestation by its City Clerk under the authority of Resolution No. 2025-_____ on the ________ day of _____________, 2025, and CGI TECHNOLOGIES AND SOLUTIONS INC. has caused this Agreement to be duly executed as of the Effective Date. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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CGI Technologies and Solutions Inc. (CGI) City of Modesto (Client) By: By:
Name: Name:
Title: Title:
Date: Date:
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CGI Response to the City of
Modesto
Performance Budgeting
Solution
BAFO Clarifications
February 16, 2015
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© 2016 CGI Technologies and Solutions Inc., All Rights Reserved.
With 65,000 professionals operating in 400 offices in 40 countries, CGI fosters local accountability for client success while bringing global delivery
doors. Founded in 1976, CGI applies a disciplined delivery approach that has achieved an industry-leading track record of delivering 95% of projects on-time and on-budget. Our high-quality business consulting, systems integration and managed services help clients leverage current investments while adopting new technology and business strategies that achieve top and bottom line results. As a demonstration of our commitment, our client satisfaction score consistently measures higher than 9 out of 10.
This proposal will become binding upon the execution by CGI and The City of Modesto of an agreement, containing the terms and conditions that will govern the relationships between the parties and is conditional upon due diligence and customary business investigations by CGI with respect to the requisite business arrangements necessary for CGI to carry out its obligations. The results of such review may impact upon the terms and conditions of this proposal, including the business structure, business terms and financial arrangements.
If you have received this document by mistake, note that the reading, the reproduction or the distribution of this document is strictly forbidden. You are hereby requested to inform us by telephone at 571-214-0912 and to return this document by certified mail.
The information in this proposal is submitted on February 16, 2016 on behalf of CGI by the following authorized representative:
Daniel Keene
Senior Vice President, State and Local ERP Solutions
CGI Technologies and Solutions Inc.
11325 Random Hills Road
Fairfax, VA 22030
(703) 267-8827
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CGI Response to City of Modesto Table of Contents
Performance Budgeting Solution i
February 16, 2015
© 2016 CGI Technologies and Solutions Inc., All Rights Reserved.
Table of Contents
REFERENCES 1
PRICING/COST PROPOSAL 2
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CGI Response to City of Modesto References
Performance Budgeting Solution 1
February 16, 2015
© 2016 CGI Technologies and Solutions Inc., All Rights Reserved.
References
Oracle EBS 12.1.3 solution to our Advantage Performance Budgeting (PB) solution. For example, the . Client Contact
State of Vermont
Emily Byrne
Budget Development Director
[email protected]
Phone: (802)-828-6458
Lane County (OR)
Christine Moody
Budget & Financial Planning Manager & Interim
Financial Services Manager
[email protected]
Phone: (541) 682-3766
Cincinnati (OH)
David Criddle
IT Assistant Manager (ETS - Cincinnati Financial
Systems)
[email protected]
Phone: 513-352-3611
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CGI Response to City of Modesto Pricing/Cost Proposal
Performance Budgeting Solution 2
February 16, 2015
© 2016 CGI Technologies and Solutions Inc., All Rights Reserved.
Pricing/Cost Proposal
Please list the pricing if the City does not execute a 10 year contract.
Pricing may be affected based on the executed contract length. CGI is willing to discuss specific scenarios with the City to help clarify the impacts of contract length and pricing.
Please provide estimates for a 5 year contract with up to 10 years of static pricing. Typically we contract for 2 years with 3 one year options to continue.
The Advantage360 breakdown of costs below represents a 10-year contract term. Exhibit 1: BAFO Pricing Summary Advantage360 10-Year Cost Category Year One Costs
CGI Advantage® Performance Budgeting Software $0
Hardware $0
Implementation Services (including training) $403,490
Subscription Fee (including access to the
Advantage Budgeting Solution, Business
Intelligence and Reporting, Budget Book
Publishing, Hosting, and Upgrades)
$114,360
Additional Software
Shifted One Time Costs $22,290 $92,930
Total Year 1 Costs $540,140 610,780
*Pricing assumes the City will execute a 10 year contract Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Subscription
fee
$114,360
$102,000
$114,360
$102,000
$114,360
$102,000
$114,360
$102,000
$114,360
$102,000
$114,360
$102,000
$114,360
$102,000
$114,360
$102,000
$114,360
$102,000
*Pricing assumes the City will execute a 10 year contract.
Except as otherwise expressly provided in this BAFO response, assumptions included in our previous submission to the City remain applicable.
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CITY OF MODESTO
COUNCIL AGENDA REPORT
DATE OF MEETING:
May 13, 2025
Date: April 18, 2025
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Steve Christensen, Office of Performance Management and Budget Director SUBJECT: Third Amendment to CGI Budget Software Agreement CONTACT: Steve Christensen, Office of Performance Management and Budget Director, [email protected], 209-577-5390
DESCRIPTION:
Consider approving the Third Amendment with CGI Technology and Solutions Inc., for the Software as a Service (SaaS) Agreement for the City of Modesto’s CGI Advantage Budget Software increasing the total Agreement amount by $60,500. (Funding Source: All City Funds) STRATEGIC PLAN ELEMENT:
This item supports the City of Modesto 2020-2025 Strategic Plan focus on Governance and Service Delivery under Goal H: Achieve Financial Sustainability.
BACKGROUND:
On March 8, 2016, by Resolution No. 2016-98, Council approved a ten-year agreement with CGI Technology and Solutions Inc. (CGI) in the amount of $1,528,780 for the procurement of a new budget software system. This system replaced the 15 year-old budget system that had been in use with the City and was no longer supported at the time. The procurement process for the original purchase of the budget software involved the use of a consultant, Macias, Gini & O’Connell LLP (MGO). MGO assisted the City in a two-step procurement process determining the most qualified budget solution that would meet all technical and functional requirements that had been identified for the new budget software at the time. With the guidance of MGO, (three (3) demonstrations of two (2) different solutions, one from Oracle and one from CGI) a selection committee presented their assessment of both systems to the Information Technology Steering Committee (ITSC). The ITSC validated the committee’s recommendation, and the CGI Advantage solution was chosen and recommended to Council for approval. The Software as a #4..
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City Council, May 13, 2025
Third Amendment to CGI Budget Software Agreement
Service (SaaS)1
CGI Advantage budget solution included an annual maintenance/subscription cost of $102,000 annually for the life of the ten-year agreement. The initial implementation costs of the agreement included the first year of the subscription costs as well as the implementation costs for a total cost of $610,780.
On February 9, 2018, a First Amendment to the agreement with CGI was executed that modified the SaaS agreement. This amendment was executed under the authority of the City Manager and did not have an impact on the total cost of the agreement. The amendment to the original agreement was made to support the migration of the hosted CGI Advantage 360 budget software from the CGI Phoenix Data Center to the Microsoft Azure Commercial Cloud system.
This change was done to provide a scalable and secure cloud-based SaaS solution, instead of CGI continuing to host the software provided at their CGI-owned and operated Phoenix Data Center. This change was done with no cost to the City, but the First Amendment was required to be executed as it changed the language of the original agreement as the software was no longer being hosted on-site at a CGI owned facility and was moving to a Microsoft Azure Commercial Cloud hosted system.
On September 14, 2021, by Resolution 2021-358, Council approved a Second Amendment to the SaaS agreement with CGI to implement an upgrade to the CGI Advantage budget software solution that was still in use by the City. This amendment increased the agreement by $86,570 bringing the total agreement costs with CGI to $1,615,350. The $86,570 covered the implementation costs associated with the upgrade with CGI in the Statement of Work; however, it did not change the terms of the remaining annual subscription costs for the remainder of the overall SaaS agreement.
DISCUSSION:
The overall funding that has been approved for the CGI budget software agreement with the two amendments to date is $1,615,350. This covers 1) the initial implementation of the budget software when the City converted from its previous budget software system to the CGI Advantage cloud-based budget software, 2) the ten (10) years of annual subscription costs, and 3) the upgrade to CGI Advantage 4 that was approved in Fiscal Year 2021-22.
As the annual subscription and the agreement with CGI Technology and Solutions Inc is coming to the end of the ten-year annual subscription life, it has come to the attention of City staff that one portion of the original agreement was not included in the total amount of the agreements that were approved by City Council. This amount was related to the 10% contingency that was budgeted; however, it was not approved with the original agreement. The original agreement approved by Council via Resolution No. 2016-98 approved a total first year contract amount of $610,780 with a ten-year total cost not to exceed $1,528,780. The Council, on March 8, 2016, also approved the budget to be established for the implementation costs in a Capital Project 100947 in the total amount of $671,858 which included a 10% contingency under resolution 2016-99. The 10% contingency costs are the variance that was not included in the total amount of the agreement that was approved by Council, approximately $61,078. 1 Software as a Service (SaaS) provides people and businesses with cloud-based software accessible from anywhere.
Its subscription pricing model helps organizations scale efficiently, reduce costs, and stay current with the latest features and security updates. https://azure.microsoft.com/en-us/resources/cloud-computing-dictionary/what-is-saas #4..
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City Council, May 13, 2025
Third Amendment to CGI Budget Software Agreement
On April 25, 2017, a Project Change Request was executed to account for additional implementation costs under the contingency budget to complete the build out of the budget software, and to make use of $60,500 of the total amount set aside for contingency. These funds were never increased as part of the total agreement with CGI.
An increase to the total agreement in the amount of $60,500 is requested to ensure that the funds are available for the total agreement cost to fully fund the SaaS agreement with CGI Technology and Solutions Inc. for the remainder of the contract. There is no increase to the budget being requested as all funds have been approved by Council and have been budgeted.
Therefore, this action is strictly an increase to the total agreement amount with CGI.
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 where the Purchasing Manager, in his or 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.
FISCAL IMPACT:
There is no fiscal impact for the action requested in this item. The funds for the CGI budget software agreement item are budgeted annually within the Information Technology Department budget and are paid for annually from this area. This item is requesting an increase the total agreement amount to ensure that payments for the remaining years on the SaaS agreement can be made from funds that are already budgeted. The table below capture the changes to the agreement with CGI and the proposed new amendment:
CGI Agreement for Budget Software
SaaS Agreement and Upgrade to Advantage 4
Agreement Description Amount Council Resolution Original Agreement for Implementation and SaaS (Years 1 through 10) $ 1,528,780 2016-98 Upgrade of CGI Budget Software to CGI Advantage 4 $ 86,570 2021-358 Proposed Amendment to Incorporate excluded Contingency Costs from Project Change Request $ 60,500 N/A Total Proposed Agreement Costs with CGI 1,675,850 $
COMMITTEE RECOMMENDATION:
Due to the timing and urgency to ensure continuity in payments for the remaining years on the agreement can be made from existing budgets and to remain in good standing with the vendor, this item was not presented to Council Committed before coming to Council for action.
RECOMMENDED COUNCIL ACTION:
Staff Recommendations:
Resolution approving the Third Amendment with CGI Technology and Solutions Inc., for the Software as a Service (SaaS) Agreement for the City of Modesto’s CGI Advantage Budget Software increasing the Agreement amount by $60,050 for a revised total amount not to exceed $1,675,850; and authorizing the City Manager or his designee to execute the Amendment. #4..
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City Council, May 13, 2025
Third Amendment to CGI Budget Software Agreement
Approved by:
Stephan Christensen, Office of Performance
Management and Budget Director
Joseph P. Lopez, City Manager
Attachments:
1. Resolution Third Amendment to CGI Budget Software Agreement
2. Original Agreement with CGI
3. First Amendment to Agreement with CGI (Migration to Microsoft Azure)
4. Second Amendment to Agreement with CGI (Upgrade to CGI Advantage 4)
5. Project Change Request (Initial Implementation Use of Contingency)
6. Third Amendment to Agreement with CGI Technologies and Solutions Inc. #4..
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MODESTO CITY COUNCIL
RESOLUTION NO. 2025-152
RESOLUTION APPROVING THE THIRD AMENDMENT WITH CGI
TECHNOLOGY AND SOLUTIONS INC., FOR THE SOFTWARE AS A
ADVANTAGE BUDGET SOFTWARE INCREASING THE AGREEMENT
AMOUNT BY $60,500 FOR A REVISED TOTAL AMOUNT NOT TO EXCEED $1,675,850; AND AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE
TO EXECUTE THE AMENDMENT
WHEREAS, on March 8, 2016, by Resolution 2016-98, City Council approved a ten-year Software as a Service (SaaS) agreement with CGI Technology and Solutions Inc. (CGI) for the procurement of a new budget software system to replace the 15 yearold budget system that was no longer supported, and WHEREAS, the original agreement approved by Council on March 8, 2016, by Resolution 2016-98, was for a total amount of $1,528,780 with first year agreement costs of $610,780, and
WHEAREAS, on February 9, 2018, the City Manager approved the First Amendment to the agreement with CGI for the migration of the budget software from the CGI hosted Phoenix Data Center to the Microsoft Azure Commercial Cloud system at no increased cost to the agreement, and
WHEREAS, on September 14, 2021, by Resolution 2021-358, City Council approved a Second Amendment to the agreement with CGI for an upgrade to the budget software system to upgrade the system to the latest version, CGI Advantage 4, and WHEREAS, the Second Amendment to the agreement with CGI was approved by Council with a total cost not to exceed $86,570, and
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WHEREAS, the amendments approved by Council brought total costs approved for the agreement with CGI up to $1,615,350 over the ten-year term of the agreement for the budget software, and
WHEREAS, City staff has reviewed the contract and found that there is was a discrepancy for contingency costs during the initial implementation that did not include the 10% contingency costs that were budgeted as part of the total agreement amount, and WHEREAS, the difference of $60,500 which was part of a Project Change Request and made use of the 10% contingency amount established in the budget for the initial implementation project 100947 and must be included as part of the total agreement via a Third Amendment to the agreement to ensure the total agreement costs can be paid over its ten-year term, 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. However, exceptions to the formal bidding process are granted in MMC 8-3.204 where the Purchasing Manager, in his or 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.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby the Third Amendment with CGI Technology and Solutions Inc., for the Software as a Service (SaaS
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CITY OF MODESTO
COUNCIL AGENDA REPORT
DATE OF MEETING:
March 10, 2026
Date: February 18, 2026
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Jessica Hill, Director of Community and Economic Development SUBJECT: 2025 General Plan Annual Progress Report
CONTACT: Jessica Hill, Director of Community and Economic Development [email protected], 209-577-5211
DESCRIPTION:
Consider accepting the 2025 General Plan Annual Progress Report and authorizing staff to submit it to the State of California. (Funding Source: General Fund) STRATEGIC PLAN ELEMENT:
This item supports the City of Modesto’s 2025-2026 Strategic Plan, Goal D: Provide Safe, Efficient, and Reliable Infrastructure through proactive community investment, maintenance, and sustainability efforts.
BACKGROUND:
California Government Code Section 65400(a)(2) requires that public agencies prepare a General Plan Annual Progress Report. The 2025 General Plan Annual Progress Report provides updates regarding the status of the Urban Area General Plan and progress toward its implementation, including the degree to which Modesto has met its share of regional housing needs allocation through production of housing. A jurisdiction is required to provide this annual report to its legislative body (City Council), the California Office of Land Use and Climate Innovation (LCI), and the Department of Housing and Community Development by April 1 of each year.
DISCUSSION:
The General Plan includes goals and policies against which proposed projects are analyzed, and it identifies necessary actions to be taken to achieve the overall vision for the community. The 2025 General Plan Annual Progress Report includes major implementation activities that occurred during the calendar year. The 2025 General Plan Annual Progress Report includes reporting for progress pertaining to the City’s Housing Element, which is one of nine required general plan elements. The State of California Housing and Community Development Department (HCD) requires municipalities submit information that allows HCD to track any impediments to the construction of new housing that may exist and to monitor progress toward satisfaction of statewide housing needs and goals. New forms have been added in recent years for the reporting #5..
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City Council, March 10, 2026
2025 General Plan Annual Progress Report
on other State housing goals as requirements change. The State requires that all annual reporting be submitted prior to April 1st each year.
FISCAL IMPACT:
Staff costs associated with the preparation of the General Plan Annual Progress Report are included in the General Fund budget. Submittal of the report to the State ensures that the City of Modesto is eligible for certain grant funding opportunities.
COMMITTEE RECOMMENDATION:
The 2025 General Plan Annual Progress Report was presented to the Planning Commission on February 23, 2026, and the Commission recommended forwarding the report to City Council for approval.
CEQA/NEPA REQUIREMENTS:
The review and comment on the 2025 General Plan Annual Progress Report is statutorily exempt from environmental review under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15061(b)(3), the general rule that CEQA only applies to actions that have the potential to cause a significant impact on the environment.
RECOMMENDED COUNCIL ACTION:
Staff Recommendations:
Resolution accepting the 2025 General Plan Annual Progress Report and authorizing staff to submit it to the State of California.
Approved by:
Jessica Hill, Director of Community and Economic
Development
Joseph P. Lopez, City Manager
Attachments:
1. City Council Resolution 2025 Annual Progress Report
2. 2025 General Plan Annual Progress Report
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#
1 2026-xxx
MODESTO CITY COUNCIL
RESOLUTION NO. 2026-XX
RESOLUTION ACCEPTING THE 2025 GENERAL PLAN ANNUAL PROGRESS
REPORT AND AUTHORIZING STAFF TO SUBMIT IT TO THE STATE OF
CALIFORNIA
WHEREAS, California Government Code Section 65400(a)(2) requires that local governments prepare an Annual Progress Report regarding General Plan implementation, including matters related to meeting the applicable share of regional housing needs (California Government Code Section 65584); and
WHEREAS, the 2025 General Plan Annual Progress Report provides updates regarding the status of the Urban Area General Plan and progress toward its implementation, including the degree to which Modesto has met its share of regional housing needs allocation through production of housing; and WHEREAS, the 2025 General Plan Annual Progress Report includes major implementation activities that occurred during the calendar year; and WHEREAS, the 2025 General Plan Annual Progress Report includes reporting for progress pertaining to the City’s Housing Element, which is one of nine required general plan elements; and
WHEREAS, the State of California Housing and Community Development Department (HCD) requires municipalities submit information that allows HCD to track any impediments to the construction of new housing that may exist and to monitor progress toward satisfaction of statewide housing needs and goals; and #5..
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2 2026-xxx
WHEREAS, the State has recently required that all annual reporting be submitted prior to April 1st each year; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby accepts the 2025 General Plan Annual Progress Report.
BE IT FURTHER RESOLVED that Staff is hereby directed to submit the 2025 General Plan Annual Progress Report to the State of California. #5..
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3 2026-xxx
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 10th day of March, 2026, by Councilmember , who moved its adoption, which motion being duly seconded by Councilmember , was upon roll call carried and the resolution adopted by the following vote:
AYES: Councilmembers: Name, Name, Name, Name, Name, Name, Mayor Name
NOES: Councilmembers: None
ABSENT: Councilmembers: None
ATTEST:
DIANE NAYARES-PEREZ, CMC
City Clerk
(SEAL)
APPROVED AS TO FORM:
BY:
JOSE M. SANCHEZ, City Attorney
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2025 General Plan Annual Report General Plan Annual Report #5..
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City of Modesto 2025 General Plan Annual Report
2 TABLE OF CONTENTS
I: INTRODUCTION.........................................................................................3 II: OVERVIEW OF GENERAL PLAN STATUS WITH STATE GENERAL
PLAN GUIDELINES ....................................................................................3 III: IMPLEMENTATION OF THE GENERAL PLAN .........................................6 IV: HOUSING ELEMENT REPORT ...............................................................11 Table and Figures
Table II-1: Correspondence Between Modesto General Plan and State-Mandated Elements .............................................................................5 Table IV-1: Planning Applications Received, 2025 ...........................................11 Table IV-2: 2025 Residential Building Permit Activity ..................................... 12 Table IV-3a: Modesto 5th Cycle Housing Element RHNA Progress .................. 13 Table IV-3b: Modesto 6th Cycle Housing Element RHNA Progress…………… 14 Table IV-4: 2025 Stanislaus County Income Categories .................................15 Table IV-5: 2025 Stanislaus County Household Income Limits .......................15 #5..
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City of Modesto 2025 General Plan Annual Report
3 I. INTRODUCTION
A. Purpose of the Annual Report
This Annual Report on the Modesto Urban Area General Plan (Annual Progress Report) has been prepared pursuant to California Government Code Section 65400(a)(2) and covers activities for calendar year 2025. The purpose of this report is to update the Planning Commission, the City Council, the Governor’s Office Land Use and Climate Innovation (LCI), formerly known as the Office of Planning and Research (OPR), and the State Department of Housing and Community Development (HCD) regarding the City’s progress in implementing the General Plan, including progress toward accommodating its regional housing needs.
The Annual Report helps citizens and City officials review progress toward achieving the goals and objectives contained within the General Plan. It also provides the means to monitor the success of implementing the General Plan and to determine whether changes need to be made to the General Plan or its implementation programs.
B. Purpose of the General Plan
The General Plan is a comprehensive statement of the City’s goals and policies and how they will be achieved over time. Policies and programs in the General Plan provide guidance to the public, staff, and decision-makers on development issues. The General Plan provides guidance for making day-to-day decisions.
The General Plan is adopted by the City Council after considering recommendations by citizens, public agencies, advisory bodies, and City staff.
II. OVERVIEW OF GENERAL PLAN STATUS WITH STATE GENERAL
PLAN GUIDELINES
Section 65400 of the Government Code requires jurisdictions to include the degree to which the approved General Plan complies with the State of California General Plan Guidelines (Guidelines) in the Annual Report. The Guidelines outline the general framework for preparation and revision of a General Plan, Attorney General Opinions, and the relationship of the General Plan to CEQA requirements. The Guidelines describe elements that are mandatory for all General Plans (see following paragraph). In general, however, the Guidelines are advisory rather than prescriptive, thus preserving opportunities for local jurisdictions to address contemporary planning topics in a locally appropriate manner. Planning Division staff reviewed the Guidelines and determined that the Modesto General Plan meets the requirements set forth therein.
The California Government Code requires that general plans include eight basic elements: Land Use, Circulation, Housing, Safety, Noise, Conservation, Open Space, and Environmental Justice. San Joaquin Valley cities must also include an Air Quality Element in their General Plans. Elements for other topics of local #5..
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City of Modesto 2025 General Plan Annual Report
4 concern may be included at the discretion of the local agency. The table below shows where in the Modesto General Plan each required element is found. #5..
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City of Modesto 2025 General Plan Annual Report
5 Table II-1: Correspondence Between General Plan and State-Mandated Elements
Element
Chapter III
Communit
y
Developme
nt
Chapte
r IV
Housin
g
Chapter V
Transportati
on
Chapter
VI
Communi
ty
Facilities
and
Services
Chapter VII
Environmen
tal
Resources,
Open
Space, and
Conservatio
n
Air Quality x x x
Circulation x x
Conservatio
n
x x x
Housing x
Land Use x
Noise x
Open
Space x
Safety x
Environmen
tal Justice x x x
Modesto’s General Plan was adopted in 1995, with a 2025-time frame or “horizon year.” The most substantial general plan amendments since 1995 were reported in Modesto’s previous General Plan Annual Reports; such projects that remain in progress as of this writing are shown below. The 2010 General Plan Amendment, adopted on March 5, 2019, was a major update to the Modesto Urban Area General Plan, including substantial new and revised transportation and land use policies. The new horizon year for the general plan is 2050.
Programmatic Environment Impact Report (PEIR)
The Programmatic Environment Impact Report (PEIR) for the General Plan was last certified on June 10, 2025. The PEIR is a comprehensive analysis of environmental impacts related to the growth anticipated in the General Plan. The PEIR provides a substantial benefit for development projects that are described in the General Plan, facilitating streamlined environmental review.
City staff continues to implement the Programs listed in the Housing Element of the General Plan and is in the draft stage of an amendment that would update the Zoning Ordinance to implement several programs, including Programs A-12 Incentives Beyond Density Bonus State Law, A-15 SB-9 Ordinance and Processing/Incentives, and E-4 Displacement Prevention. #5..
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City of Modesto 2025 General Plan Annual Report
6 III. IMPLEMENTATION OF THE GENERAL PLAN
The City of Modesto continues to actively implement policies of the General Plan including the goals, policies, and programs of the Housing Element. The following represents the progress the City has made towards implementing the General Plan and Housing Element goals and policies during 2025.
Community Development Policies (General Plan Chapter III) Specific Plan Process: Staff has updated the application materials for Specific Plans, allowing for flexibility in the submittal requirements on a case-by-case basis, allowing for an applicant to move forward with a more customized process that fits the scope and character of their proposal while still giving the City the adequate tools to ensure that future planning is being performed. Staff has created new processes for smaller-scale development that does not have enough impact to justify the requirement of a Specific Plan. For projects under 10 acres, applicants can create a Pinpoint Plan that narrows the scope down to primarily the site of development in question. For projects of 10 acres and above, a Focused Plan that has a wider scope, that of the connection between the proposed project and the surrounding Comprehensive Planning District, is now an option. The City of Modesto is also funding a Specific Plan for the Tivoli North development, an area with a high degree of developer interest that could result in the annexation of significant acreage and creation of a high volume of new housing options for Modestans. First draft of EIR and we are proceeding with Specific Plan.
Downtown Program Updates
Downtown Partnership Program: The City is working with community groups, developers, business owners, citizens, and other stakeholders to create an improved program for the downtown area. The program coordinates downtown management and operations and addresses the full range of issues that contribute toward a successful downtown, including policing and security, transportation and parking, entertainment and nightlife, marketing, special events, and fees.
Specific downtown improvement programs have been funded and continued to fund:
o Technical studies for the proposed Quiet Zones (Zones) are underway, with diagnostic review team meetings with transportation agencies expected to take place in 2025 to finalize the required safety improvements necessary to qualify for quiet zone status.
These Zones, proposed at downtown at-grade rail crossings, will improve the quality of life in the under-resourced downtown census #5..
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City of Modesto 2025 General Plan Annual Report
7 tract and support the coming ACE Rail service to the Bay Area, Sacramento and Central Valley destinations.
o A public/private partnership with Visionary Builders to develop 79 affordable housing units with 5,000 square feet of commercial at 7th and J Street will anchor a revitalization of this south downtown neighborhood. The developer secured the final portion of funding towards the end of 2024, and construction of this groundbreaking mixed use affordable housing development is expected to begin in the fall of 2025.
o The Camp2Home program is a model for breaking the cycle of homelessness with outreach, shelter, transitional and permanent housing and job training and employment.
o Several security improvements have taken place downtown, all with the goal of the area becoming a regional destination. Improvements include: the placement of additional security cameras, increased police focus on organized retail theft; and improved downtown lighting.
o On July 2025, the City of Modesto was awarded a $508,500 grant from the Fiscal Year 2025-2026 Caltrans Sustainable
Transportation Planning Grant to fund the Downtown Modesto Multimodal Transportation Network and Land Use Compatibility Action Plan (“Plan”). The Plan will create a coordinated, equityfocused framework to improve multimodal transportation connectivity and land use compatibility in Downtown Modesto, centered on the new Modesto Transportation Center and future Altamont Commuter Express (ACE) Valley Rail service. The Plan targets some of the City’s most disadvantaged communities, which face high rates of poverty, low vehicle access, and limited connectivity to jobs, healthcare, housing, and regional destinations. The goal of this project is to advance transportation equity and economic opportunity by reducing automobile
dependence, improving access to regional transit, and
supporting transit-oriented development (TOD) that benefits existing residents while mitigating displacement. The Plan will position Downtown Modesto and surrounding
neighborhoods for sustainable growth, increased transit ridership, and future infrastructure, housing and economic investment.
Downtown Master Plan: The City of Modesto prepared a Downtown Master Plan to build on recent initiatives to develop downtown Modesto to its true #5..
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City of Modesto 2025 General Plan Annual Report
8 potential. The Master Plan aims to identify improvements to public space, street design, and infrastructure; and proposes new uses and economic development strategies. The Master Plan defines a set of design principles, identifies key opportunity sites, and establishes design guidance and implementation recommendations to guide future downtown development.
The Tuolumne Gateway Park project will improve connection between downtown and southwest Modesto while supporting more river recreation with a new boat ramp, overlook boardwalk near the 9th Street bridge, and class 1 bike trails.
Pedestrian and bike accessibility to downtown will be expanded with Phase 7 extension of the Virginia Corridor north to Union Avenue. The City is currently seeking proposals from qualified firms for the development of engineering designs required by this project. The Southwest Modesto Plan is intended to establish a vision for the future of Southwest Modesto, with a focus on enhancing opportunities for redevelopment. This plan was formally approved by City Council in 2024 and continues to serve as a guide for improvement of the Southwest Modesto community.
The City of Modesto’s Revolving Loan Fund (RLF) provides strategic financing to support local small business growth, property beautification, and economic development. Administered in partnership with Valley First Credit Union, the fund offers low-interest loans, often at rates significantly below the prime rate, for activities such as equipment purchases, building expansion, and facade improvements. As borrowers repay their loans, the capital goes back into the fund to provide new financial assistance to other entrepreneurs in the community.
Bike to Farmer’s Market
Housing (General Plan Chapter IV)
See Chapter IV. Housing Element Report.
Transportation (General Plan Chapter V)
9 th Street Corridor Improvement Project: The 9th Street Corridor Improvement project is currently being constructed, the limits of the project are Carpenter Road to L Street. These improvements will provide safety for bicyclists, pedestrians and vehicular traffic along the 9th Street Corridor and will accommodate all modes of travel into Downtown Modesto. The scope of work includes the installation of sidewalks to fill gaps; installation of bike paths, landscaping, #5..
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City of Modesto 2025 General Plan Annual Report
9 lighting, pedestrian crossings with refuge islands, installation of bus stops, curb extensions and median islands. This project also includes the installation of roundabouts at the intersections of Carver Road, Tully Road and Needham Avenue, all work to occur within City of Modesto right-of-way.
Signal Timing Project: The City has secured funding through the federal Congestion Mitigation and Air Quality Improvement program to assess and synchronize traffic signals outside the Downtown. Periodically the City performs an in-depth review of traffic data and traffic signal performance and makes operational updates to signal timing. This is a system-wide update to optimize signal performance based on daily travel trends.
ACE Station Planning: Passenger rail service is expected to be available by 2026.
In addition, City staff continues to work to facilitate future passenger rail service being re-established in downtown Modesto by participating in regional rail meetings associated with projects intended to extend the Altamont Corridor Express (ACE) service to Modesto and eventually Merced.
Community Facilities and Services (General Plan Chapter VI) Water Policies
The 2020 Joint Urban Water Management Plan (UWMP) was adopted by City Council in June 2021. The 2025 UWMP will kick off in 2025 and is due by July 1, 2026. The Modesto Water Conservation Plan and Water Shortage Contingency Plan also were updated with the 2020 UWMP and will be updated with the 2025 UWMP effort. The City submitted to the State its required Annual Water Supply and Demand Report in June 2025 and its Annual Water Loss Audit Report Validation in December 2025. These reports show that Modesto has adequate water supply to meet its expected water demands for the year and that the City is managing its water losses and working to reduce losses where practical.
City Utilities staff completed a Well Strategy Plan in Jan 2025 that updated our criteria and methodology for prioritizing wells for rehabilitation or replacement to keep our ability to pump groundwater supplies for the City’s current and future needs. In addition, Utilities staff have continued the annual water system strengthen-and-replace program to replace and upsize old, leaking water pipes resulting in improved performance and efficiency of the water system. The City, as part of two Groundwater Sustainability Agencies (GSA’s), also submitted revised Groundwater Sustainability Plans (GSP’s) in 2024 to address comments from the State and received letters of completeness on these Plans showing that the groundwater aquifers have plans in place to manage groundwater supplies sustainably. These GSP’s will initiate five-year updates by 2026 which are due January 2027 and the GSA’s also submit required annual groundwater level reports every April.
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City of Modesto 2025 General Plan Annual Report
10 The City’s residential water meter installation program is 100% complete which meets the 2025 State-mandated deadline for metering requirements. The effort to develop a program to replace/update all existing water meters with Advanced Metering Infrastructure (AMI) technology is on hold pending a review of budget priorities of other large dollar projects. This project would allow the City to collect more data on water demand, notify customers sooner of potential leaks, and provide customers with more timely information on their water use. For 2026, the City expects to transition into the construction phase of a design-build project to update its Supervisory Control And Data Acquisition (SCADA) systems for water, wastewater, and stormwater operations. This will provide systems operations crews and decision-makers with a more efficient and reliable data management and communications platform in which to access and operate various utilities facilities.
Environmental Resources, Open Space and Conservation (General Plan Chapter VII)
Noise Policies
Noise policies continue to be implemented through conditions of approval, contracting requirements, and recommending changes to developments that may impact sensitive receptors located in noise-incompatible areas. These areas are identified by noise contours in the General Plan. Construction mitigation is applied either as a condition of approval or as a term of construction contracts with the City.
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City of Modesto 2025 General Plan Annual Report
11 IV. HOUSING ELEMENT REPORT
This section of the Annual Report describes the actions taken by the City toward completion of the programs in the Housing Element, including information regarding the development of housing at various income levels.
Planning Application Received in 2025
Planning-related entitlements and development permits must be deemed consistent with the General Plan to be approved. The Planning Commission and City Council conduct public hearings to weigh the merits of development proposals as they affect the implementation and integrity of the General Plan. A summary of 2025 planning applications and efforts is provided on Table IV-1 below.
Table IV-1: Planning Applications Received in 2025
Planning Applications Received 2025
COMMERCIAL 36
CURRENT PLANNING 210
INDUSTRIAL 3
INSTITUTIONAL 6
MIXED USE 5
PLANNING PROCESS 1
RESIDENTIAL 26
Total 287
In addition to the applications summarized above, planning staff reviewed business licenses, conducted plan check reviews to ensure Zoning Code compliance for proposed business, improvements, and new construction, prepared zoning verification letters and responded to customer inquiries on the phone and public counter. Additionally, during 2025, staff worked on a variety of tasks related to General Plan implementation, including:
General Plan Update was partially paid by REAP funding. Drafting an Agricultural Mitigation Policy
Pre-application meetings with many developers interested in new Specific Plan Areas in the City of Modesto
Streamlining the development process, including conversion to a fullydigitally capable application process. Zoning Omnibus Update.
Establishment of Pre-App Express to streamline development. #5..
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City of Modesto 2025 General Plan Annual Report
12 Table IV-2: 2025 Residential Building Permit Activity (Issued Permits) Single-Family Units 81
Multi-Family Units 293
Accessory Dwelling Units 112
(Units Destroyed or Demolished) 5
Annexed Units 0
Net Total 491
6th Cycle (2023-2031) Housing Element Implementation
Pursuant to Government Code Section 65400, the City is required to prepare an annual report on the status and progress in implementing the City’s 6th Cycle (2023-2031) Housing Element using forms and definitions adopted by the Department of Housing and Community Development (HCD). While not attached, pertinent data from these forms is shared in the tables, below. Pursuant to Government Code 65400(a)(2)(B)(i)(I), the City must provide the progress in meeting its share of regional housing need for the sixth and previous revisions of the housing element. As such, the table for the 5th Cycle Housing Element is also provided below.
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City of Modesto 2025 General Plan Annual Report
13 Table IV-3a: Modesto 5th Cycle Housing Element Regional Housing Needs Allocation (RHNA) Progress
Income Level
RHNA
Allocation by
Income Level
201520162017201820192020202120222023
Total
Units
to
Date
(all
years)
Total
Remaining
RHNA by
Income
Level
Deed
Restricted - - - - - 103 - 14 29
Very Low Non-Deed
Restricted
1,546
- - - - - - - - -
146 1,400
Deed
Restricted - 50 - 5 - - - 1 12
Low Non-Deed
Restricted
991
- - - 1 5 10 193 - -
277 714
Deed
Restricted - - - - - - - - -
Moderate Non-Deed
Restricted
1,100
- 56 3 87 130 27 97 - 2
402 698
Above
Moderate 2,724 18 150 137 120 159 442 109 486 246 1,867 857 Total RHNA 6,361
Total Units 18 256 140 213 294 582 399 501 289 2,692 3,669 #5..
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City of Modesto 2025 General Plan Annual Report
14 Table IV-3b: Modesto 6th Cycle Housing Element RHNA Progress Stanislaus County Income Categories
The Department of Housing and Community Development (HCD) publishes annual tables of official federal and State income limits for a variety of programs.
State limits are based on federal limits set and periodically revised by the U.S.
Department of Housing and Urban Development (HUD). HUD’s limits are based on surveys of local area median income (AMI). These income limits are identified in Chapter IV of the General Plan, and are updated in Table IV-2 below, using the “State Income Limits for 2025” memorandum published by the State Department of Housing and Community Development on April 23, 2025.
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City of Modesto 2025 General Plan Annual Report
15 Table IV-4: 2025 Stanislaus County Income Categories Category Definition Income Range
Household Median Income $98,500
Acutely low income Up to 15% of median Up to $14,775
Extremely Low Income 16% to 30% of median $14,776 to $29,550 Very Low Income 31% to 50% of median $29,551 to $49,250 Low Income 51% to 80% of median $49,251 to $78,800
Moderate 81% to 120% of median $78,801 to $118,200
Above Moderate More than 120% of median More than $118,200 Source: U.S. Department of Housing and Urban Development (income ranges for family of four) and California Department of Housing and Community Development
Table IV-5: 2025 Stanislaus County Household Income Limits Source: California Department of Housing and Community Development, April 2025.
AB 2580
Government Code Section 65400 was amended by AB 2580 to require additional items in the annual General Plan Progress Report. This includes a list of all historic designations listed on the National Register of Historic Places, the California Register of Historic Places, or a local register of historic places by the City in the past year, and the status of any housing development projects proposed for the new historic designations, including all of the following:
(i) Whether the housing development project has been entitled (ii) Whether a building permit has been issued for the housing development project
(iii) The number of units in the housing development project The City of Modesto did not have any designations to the National, California, or local registers of historic places in 2025.
The General Plan Progress Report must also specify the number of units approved and disapproved within each opportunity area. In the 2025 year, no units were approved or disapproved on opportunity sites in the City of Modesto.
The progress in meeting the City’s share of regional housing need for the sixth and previous revisions of the Housing element are shown above, in Table IV-3.
Other Housing Element Related Implementation Activities.
ADU Revolving Loan Fund:
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City of Modesto 2025 General Plan Annual Report
16 The City has formally committed to a practical financial framework by approving $450,000 for an ADU Revolving Loan Fund as part of the Fiscal Year 2026-2027 budget. This investment is designed to turn the theoretical benefits of Accessory Dwelling Units into a tangible reality for local homeowners.
To ensure this capital is managed effectively, the City has partnered with Valley First Credit Union (VFCU). This collaboration was a strategic choice based on several factors:
Local Roots: Headquartered in Modesto since 1949, VFCU has a deepseated understanding of the local economic landscape. Proven Track Record: They possess extensive experience in tailoring loan programs specifically for Modesto residents.
Mission Alignment: VFCU’s core mission focuses on providing financial products to low- and moderate-income individuals and disadvantaged communities—the very populations these ADU initiatives aim to support.
Ultimately, this partnership serves as a key implementation step for the 6th Cycle Housing Element, specifically satisfying the requirements of Program D-7 (as detailed in Table 100). By bridging the gap between housing policy and accessible financing, the City continues to move toward its long-term goals for community density and affordability.
Additionally the City of Modesto has continued in the partnership with the cities of Ceres, Modesto, Oakdale, Riverbank, Turlock, and Waterford, Stanislaus County contracted with TPH Architects to develop complete, pre-approved Accessory Dwelling Unit (ADU) building plans that are available, free of charge, for property owners living in any of the partner jurisdictions; this is to help streamline the permitting process and reduce costs for property owners to add ADUs to their properties.
City of Modesto Housing Plan: The Modesto Housing Plan (Plan) is a study to determine how best to increase and diversify Modesto’s housing stock. The Plan examines: existing housing choices, affordability, unmet housing needs, and trends; identifies the types of places in the city and the typical lot sizes in these areas. Additionally, housing types (appropriate to each type of place) are identified and illustrated. These housing types were tested (on representative lots) for financial feasibility, compatibility with neighborhood character and whether existing regulations would prevent or hinder their development. The plan concludes by providing zoning and policy recommendations that can inform future updates to the General Plan Land Use Map, Housing Element and Zoning Code.
Highlights of City actions this year include:
Dignity Village
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City of Modesto 2025 General Plan Annual Report
17 • Dignity Village Modesto encompasses forty-two (42) bridge housing units for the unhoused population with an aim to transition them to permanent supportive housing. This project is currently under construction and will be complete by April 2025 was completed March 2025.
Jenny’s Place
• The City of Modesto’s Homekey funding supported the development of a 54-unit permanent supportive housing facility, including 38 units dedicated to youth and 16 units serving the general homeless population. Jenny’s Place was completed in May 2025, has reached full occupancy, and served 62 individuals through December 2025.
El Capitan
• The El Capitan Homekey+ project consists of the acquisition and rehabilitation of the motel located at 1121 Needham Street in Modesto to create 48 fully furnished studio units and one staff unit serving individuals earning 30% of the Area Median Income (AMI). The development will provide 24 permanent supportive housing units for individuals experiencing or at risk of homelessness who have a behavioral health condition, and 24 units reserved for veterans with similar needs. The project is expected to break ground early 2026.
7th Street Village
• The City of Modesto received final funding needed for 7th Street Village, a seventy-nine (79) unit mixed-use affordable housing project complete with a leasing office, community center, and a Head Start Program. The project is expected to break ground early 2026.
Grace Gardens
• The City, in partnership with the Modesto Gospel Mission, is funding the Grace Gardens project, which provides 12 bridge housing units.
Construction was completed by July 2025, and the project has served15 individuals through December 2025.
HopeWorks
• The City, in partnership with Modesto Gospel Mission and United Way launched HopeWorks in November of 2025 in response to the closure of Downtown Streets Team. This is a job-training program for individuals experiencing homelessness who will access case management support while working towards self-sufficiency. With 68 part-time employee slots, this project had the first litter abatement shift in mid-January 2026, removing 1,800 pounds of trash in the first week of operation.
Encampment Resolution Fund (ERF)
• With a goal of resolving homelessness for 140 individuals experiencing unsheltered homelessness within the City of Modesto, ERF has three key components, outreach, shelter, and rapid re-housing. CHAT facilitates the outreach component, engaging individuals and linking them to shelter.
Salvation Army Berberian Shelter has 30 beds for CHAT referrals, and Modesto Gospel Mission Grace Gardens has 12 Bridge Housing units.
The City is working to identify a service provider to complete the rapid rehousing component of this project. #5..
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CITY OF MODESTO
COUNCIL AGENDA REPORT
DATE OF MEETING:
March 10, 2026
Date: March 3, 2026
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Jessica Hill, Director of Community and Economic Development SUBJECT: Second Amendment and Reinstatement of the Letter of Intent with the United Soccer League
CONTACT: Taranjot Khehra, Business Analyst,
[email protected], 209-577-5239
DESCRIPTION:
Consider approving a Second Amendment and Reinstatement of the Letter of Intent between the United Soccer League, LLC and the City of Modesto to extend an exclusive negotiating period to June 10, 2026. (Funding Source: General Fund) STRATEGIC PLAN ELEMENT:
This item supports the City of Modesto 2025-2026 Strategic Plan focus on Economic Vitality Goals and Strategies under Goal E – Drive the success of a vibrant and economically sustainable business climate and Goal G – Advance a pro-growth Economic Development Strategy that focuses on Downtown, Sports, and Entertainment, building Modesto as a regional destination.
BACKGROUND:
Throughout the last four years, the City of Modesto has worked diligently alongside public and private partners to create the Downtown Master Plan, Stanislaus 2030 Blueprint, and the Modesto Renewal & Diversification Project (“River District Study”). Through the preparation of these studies and planning documents, staff and consultants have engaged with hundreds of residents, business owners, faith-based organizations, and nonprofits. This engagement has yielded a broad consensus across stakeholder groups regarding community challenges, strengths, and high-leverage opportunities to achieve a more vibrant community and regional economy.
The City has moved forward by leveraging the results from the previous studies to help better inform the implementation of the various plans in its efforts to bring diverse #6..
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City Council, March 10, 2026
Second Amendment and Reinstatement of the Letter of Intent with the United Soccer League, LLC
entertainment options to the community, as well as attract visitors to the City to support economic development. These efforts include exploring options and locations of a potential stadium, sports leagues, and an entertainment district.
As part of the City’s commitment to explore sports entertainment options, the City and the United Soccer League (“USL”) have been discussing bringing professional soccer to Modesto. The USL selected Modesto as a potential location for both a professional men’s and a women’s team.
The initial step to facilitate continued discussion with the USL was to execute a Letter of Intent (“LOI”) to formalize exclusive negotiations between the City of Modesto and USL (“Parties”). The LOI described the process that the City and USL agree to undertake to explore and analyze, in good faith, the possible establishment of professional soccer to be played in a multi-purpose stadium to be constructed and operated in Modesto.
On September 10, 2024, by Resolution No. 2024-333, Council approved a Letter of Intent with the United Soccer League, LLC. The LOI established an exclusive negotiating period that commenced on the execution of the LOI and would last for one (1) year, with an automatic six (6) month extension if the Parties executed a Memorandum of Understanding (MOU) regarding the establishment of professional soccer in the City.
As part of the executed LOI, the City and USL agreed to discuss and explore the following topics and terms:
Potential location of the multi-purpose stadium within Modesto. Potential designs and size of the Stadium to ensure compliance with applicable USL stadium requirements.
Subject to USL Stadium Requirements, the Parties intended that the Stadium would have a minimum seating capacity of 5,000, with the ability to expand to at least 10,000 seats, and serve as the home stadium for each of a men’s professional soccer team, and women’s professional soccer team. How construction of the Stadium will be financed, including exploration of the use of financing districts.
The identity of the ownership, management, and operation of the Stadium, and agreements relating to leases, licenses, easements, and other real property transactions for the Stadium.
The type of ancillary development which may be constructed adjacent to, or in the vicinity of, the Stadium.
What plans, studies, and other predevelopment costs are necessary.
Following the execution of the LOI on September 10, 2024, the City began to evaluate potential sites for stadium development in Modesto including the viability of supporting #6..
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City Council, March 10, 2026
Second Amendment and Reinstatement of the Letter of Intent with the United Soccer League, LLC
professional soccer teams and explore opportunities to enhance entertainment options for the community. On March 26, 2025, the City of Modesto hosted a Special Workshop to continue community discussions on the expansion of the USL into the City. In this Workshop, staff presented the City Council with a comprehensive update regarding the City’s exploration of bringing USL Professional Soccer to Modesto. The locations presented during this Workshop included a Downtown South Site (near D Street), a Downtown North Site (Centre Plaza), and the vacant former Municipal Golf Course (West Modesto) site. Considering these locations, the Modesto City Council directed staff to focus on both the Downtown North Site and the Municipal Golf Course site while also directing staff to gather more data pertaining to fiscal and economic impacts of both potential stadium sites.
On June 25, 2025, the City of Modesto hosted an additional workshop to continue the community discussion on the analysis of two potential stadium locations: Downtown North (Modesto Centre Plaza) and West Modesto (the Municipal Golf Course). During this Workshop, the City Council requested more time to gather information and directed staff to expand additional community feedback regarding the potential stadium sites and to focus on assumed fiscal impacts for the proposed locations including the Downtown, the municipal golf course, and combination of both sites.
Following this direction, staff hosted two community listening sessions, on July 28 and July 29, 2025, to give the community an opportunity to ask questions and provide feedback regarding professional soccer in Modesto and the proposed stadium locations.
At these community workshops, residents were asked to share their feedback on the potential benefits and drawbacks of stadium being at the Downtown North Site (Centre Plaza) and Municipal Golf Course (West Modesto), as well as identify key considerations for both sites.
On August 5, 2025, the Modesto City Council hosted another Special Workshop to continue the community discissions. The two stadium development options were presented at this Workshop, along with a summary of community feedback gathered through the community engagement process. Considering the two options, Modesto City Council unanimously passed a motion directing staff to move forward with option 3/option C to support the future site for the stadium. This option designates the Downtown Modesto Centre Plaza area as the primary site for the stadium itself, while the Municipal Golf Course in West Modesto is identified as the location for associated practice and tournament fields.
DISCUSSION:
After a year of discussions and workshops on site selection, the Initial Exclusivity Period specified in the LOI expired on September 10, 2025, with the Parties not having an executed MOU regarding the establishment of professional soccer in the City. In an effort to facilitate continued discussion with the USL, the City of Modesto and USL agreed to amend the Initial Exclusivity Period and reinstate the LOI. On September 23, 2025, by #6..
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City Council, March 10, 2026
Second Amendment and Reinstatement of the Letter of Intent with the United Soccer League, LLC
Resolution 2025-336, Council approved a First Amendment and Reinstated the Letter of Intent between with the United Soccer League, LLC until March 10, 2026.
During this extended negotiating period, the City of Modesto and USL continued to negotiate in good faith terms of the MOU. The City and USL engaged in discussions during which potential terms of the MOU were discussed, and draft language was outlined. Given the short duration of the extended negotiation period, the City and USL remained engaged in negotiations and determined that additional information would be needed to move the discussion forward and finalize the terms of the MOU.
In an effort to support informed decision-making related to the proposed sports stadium and assist in advancing negotiations related to the MOU, the City has engaged Kosmont Companies (“Kosmont”) to provide an independent financial, economic, and market analysis, as well as public funding and financing advisory services, and assistance in discussions with the USL. On February 23, 2026, by Resolution 2026-45, Council approved the Second Amendment with Kosmont to expand the scope of services to include fiscal and economic impact analysis, market and financial feasibility review, public funding and financing advisory, and negotiation support related to the proposed professional soccer stadium and multi-use development.
The scope of work with Kosmont is focused on giving the City an independent understanding of this project’s overall financial impacts, feasibility, funding options, as well as, assisting directly in discussions with USL representatives on matters such as site control/ownership, operations, funding, financing, and transaction structuring. Kosmont’s scope of work and analysis will also support informed discussions regarding potential deal structures for the MOU.
In an effort to facilitate continued discussion with the USL, the City of Modesto and USL have agreed to amend the Exclusivity Period and reinstate the LOI to June 10, 2026.
During the second extension period from March 10 to June 10, 2026, the City will obtain Kosmont’s independent analysis needed to assess the feasibility of the proposed stadium and multi-use development project. In addition, the City and USL will continue to negotiate in good faith terms of the MOU. USL agrees not to explore establishing a professional soccer team anywhere else in Stanislaus County or Merced County, and Modesto agrees not to explore the establishment of a professional soccer team in the City with any entity other than USL.
FISCAL IMPACT:
There is currently no fiscal impact directly resulting from the execution of the Second Amendment and Reinstatement of the Letter of Intent. If approved, the City of Modesto and USL will discuss their proposed respective obligations for the cost of construction of the Stadium, including private and public financing and the establishment of public financing districts.
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City Council, March 10, 2026
Second Amendment and Reinstatement of the Letter of Intent with the United Soccer League, LLC
COMMITTEE RECOMMENDATION:
Due to the urgent nature of the action needed this item was taken directly to Council.
RECOMMENDED COUNCIL ACTION:
Staff Recommendations:
Resolution approving a Second Amendment and Reinstatement of the Letter of Intent between the United Soccer League, LLC and the City of Modesto, and authorizing the City Manager, or his designee, to execute the Amendment and Reinstate the Letter.
Approved by:
Jessica Hill
Director of Community and Economic
Development
Joseph P. Lopez, City Manager
Attachments:
1. Resolution
2. Executed Original Letter of Intent
3. Executed First Amendment and Reinstatement of Letter of Intent
4. Second Amendment and Reinstatement of Letter of Intent #6..
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3/10/2026/CED/TKHEHRA/Item # 1 2026-XX
MODESTO CITY COUNCIL
RESOLUTION NO. 2026-XX
RESOLUTION APPROVING A SECOND AMENDMENT AND
REINSTATEMENT OF THE LETTER OF INTENT BETWEEN THE UNITED
SOCCER LEAGUE, LLC AND THE CITY OF MODESTO, AND AUTHORIZING
THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE THE AMENDMENT
AND REINSTATE THE LETTER
WHEREAS, throughout the last four years, the City of Modesto has worked diligently alongside public and private partners to create the Downtown Master Plan, Stanislaus 2030 Blueprint, and the Modesto Renewal & Diversification Project (“River District Study”); and
WHEREAS, through the preparation of these studies and planning documents, staff and consultants have engaged with hundreds of residents, business owners, faith-based organizations, and nonprofits; and
WHEREAS, the City has moved forward by leveraging the results from the previous studies to help better inform the implementation of the various plans in its efforts to bring diverse entertainment options to the community, as well as attract visitors to the City to support economic development; and
WHEREAS, these efforts include exploring options and locations of a potential stadium, sports leagues, and an entertainment district; and WHEREAS, as part of the City’s commitment to explore sports entertainment options, the City and the United Soccer League (“USL”) have been discussing bringing professional soccer to Modesto; and
WHEREAS, on September 10, 2024, by Resolution No. 2024-333, Modesto City Council approved a Letter of Intent (LOI) with the United Soccer League, LLC; and #6..
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3/10/2026/CED/TKHEHRA/Item # 2 2026-XX
WHEREAS, the LOI described the process that the City and USL agree to undertake to explore and analyze, in good faith, the possible establishment of professional soccer to be played in a multi-purpose stadium to be constructed and operated in Modesto; and
WHEREAS, the LOI established an exclusive negotiating period that commenced on the execution of the LOI and would last for one (1) year, with an automatic six (6) month extension if the Parties executed a Memorandum of Understanding (MOU) regarding the establishment of professional soccer in the City; and WHEREAS, as part of the executed LOI, the City and USL agreed to discuss and explore topics and terms, such as, potential location of the multi-purpose stadium within Modesto, potential designs and size of the Stadium to ensure compliance with applicable USL stadium requirements, the Parties intended that the Stadium would have a minimum seating capacity of 5,000, with the ability to expand to at least 10,000 seats, and serve as the home stadium for each of a men’s professional soccer team, and women’s professional soccer team, and how construction of the Stadium will be financed; and WHEREAS, following the execution of the LOI on September 10, 2024, the City began to evaluate potential sites for stadium development in Modesto including the viability of supporting professional soccer teams and explore opportunities to enhance entertainment options for the community; and
WHEREAS, after a year of discussions and workshops on site selection, the Initial Exclusivity Period specified in the LOI expired on September 10, 2025, with the Parties not having an executed MOU regarding the establishment of professional soccer in the City; and
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3/10/2026/CED/TKHEHRA/Item # 3 2026-XX
WHEREAS, in an effort to facilitate continued discussion with the USL, the City of Modesto and USL agreed to amend the Initial Exclusivity Period and reinstate the LOI; and
WHEREAS, on September 23, 2025, by Resolution 2025-336, Modesto City Council approved a First Amendment and Reinstated the Letter of Intent between with the United Soccer League, LLC until March 10, 2026; and WHEREAS, during this extended negotiating period, the City of Modesto and USL continued to negotiate in good faith terms of the MOU; and WHEREAS, the City and USL engaged in discussions during which potential terms of the MOU were discussed, and draft language was outlined; and WHEREAS, given the short duration of the extended negotiation period, the City and USL remained engaged in negotiations and determined that additional information would be needed to move the discussion forward and finalize the terms of the MOU; and WHEREAS, in an effort to support informed decision-making related to the proposed sports stadium and assist in advancing negotiations related to the MOU, the City has engaged Kosmont Companies (“Kosmont”) to provide an independent financial, economic, and market analysis, as well as public funding and financing advisory services, and assistance in discussions with the USL; and
WHEREAS, the scope of work with Kosmont is focused on giving the City an independent understanding of this project’s overall financial impacts, feasibility, funding options, as well as, assisting directly in discussions with USL representatives on matters such as site control/ownership, operations, funding, financing, and transaction structuring; and
#6..
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3/10/2026/CED/TKHEHRA/Item # 4 2026-XX
WHEREAS, in an effort to facilitate continued discussion with the USL, the City of Modesto and USL have agreed to amend the Exclusivity Period and reinstate the LOI to June 10, 2026; and
WHEREAS, during the second extension period from March 10 to June 10, 2026, the City will obtain Kosmont’s independent analysis needed to assess the feasibility of the proposed stadium and multi-use development project, and the City and USL will continue to negotiate in good faith terms of the MOU; and WHEREAS, USL agrees not to explore establishing a professional soccer team anywhere else in Stanislaus County or Merced County, and Modesto agrees not to explore the establishment of a professional soccer team in the City with any entity other than USL; and
WHEREAS, the City of Modesto and USL agree to reinstate the LOI, effective March 10, 2026, and agree that the LOI will continue in full force and effect.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves a Second Amendment and Reinstatement of the Letter of Intent between the United Soccer League, LLC and the City of Modesto.
BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to execute the Amendment and Reinstate the Letter, in a form approved by the City Attorney.
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3/10/2026/CED/TKHEHRA/Item # 5 2026-XX
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 10th day of March 2026, 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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AGREEMENT TRANSMITTAL SHEET
Subject of Agreement:
Vendor Name: Division:
Contact Person: Extension:
Attorney Reviewer Name:
The attached agreement is the final agreement approved by Council on and pulled from Unity for routing via DocuSign.
The attached agreement is the final version approved through the under $100,000 Unity Workflow review and pulled from Unity for routing via DocuSign.
PINS Approval Business License
Council Agenda Report 700 Form (for Consultants)
Signed or Unsigned Resolution W-9
Council Meeting Minutes (Only if unsigned
Resolution is provided)
Docusign Envelope ID: DD3EA549-B1E8-4930-BFC7-F3F23B32A345 Erica Hunt
X
X
Jose Sanchez
X
CED
9/10/2024
United Soccer League
75270
Letter of Intent
#6..
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1715 N. Westshore Blvd., Suite 825 | Tampa, FL 33607 | P: 813.963.3909 | USLSoccer.com City of Modesto September 10, 2024
1010 10th Street
Modesto, CA 95353
Dear Mayor Zwahlen, Members of the City Council,
and City Manager Lopez:
As you are aware, United Soccer Leagues, LLC (the “USL”) and the City of Modesto, California (“Modesto”) (collectively, the “Parties”) have engaged in preliminary discussions regarding a potential collaboration intended to establish professional soccer to be played in a multi-purpose stadium to be constructed and operated in Modesto (the “Proposed Transaction”). This letter agreement (the “Letter of Intent”) describes the process the Parties agree to undertake to explore and analyze the Proposed Transaction and to engage in good faith discussions with one another on an exclusive basis during the “Exclusivity Period” (as defined below) regarding a potential public-private partnership in an effort to consummate the Proposed Transaction. The Parties contemplate that the discussion of the Proposed Transaction will include, without limitation, the following topics:
1. Stadium Location. The Parties will discuss the proposed location of the multi-purpose stadium (the “Stadium”) within Modesto.
2. Stadium Design. The Parties will discuss the proposed design and size of the Stadium to ensure compliance with applicable USL stadium requirements (for reference, the requirements currently in effect as of the date hereof are generally outlined in Exhibit A) (as they may be reasonably modified or amended from time to time, collectively, “USL Stadium Requirements”). Subject to USL Stadium Requirements, the Parties currently intend that the Stadium would (i) have a minimum seating capacity of 5,000, with ability to expand to at least 10,000 seats, and (ii) serve as the home stadium for each of a men’s professional soccer team (the “Men’s Team”), and women’s professional soccer team (the “Women’s Team” and together with the Men’s Team, the “Teams”). It is contemplated that (i) the Men’s Team would compete in the first tier or second tier of the USL men’s professional competition structure, and (ii) the Women’s Team would compete in the first tier or second tier of the USL women’s professional competition structure, with the Teams’ respective competition level depending upon such factors as: (x) the capitalization, ultimate ownership, and corporate structure of each team, (y) strength of the applicable ownership group that acquires the relevant USL franchise rights, and (z) the size and scale of the Stadium and ancillary real estate development as contemplated in the Proposed Transaction.
3. Stadium Financing. The Parties will discuss their proposed respective obligations for the cost of construction of the Stadium, including private and public financing, and establishment of public financing districts.
4. Stadium Ownership, Management and Operation. The Parties will discuss the identity of the ownership, management and operation of the Stadium, and agreements relating to leases, licenses, easements and other real property transactions for the Stadium. In the event that the Stadium is contemplated to be located on land that is owned by Modesto, the Parties will act in strict accordance with the requirements of the Surplus Land Act, California Government Code Section 54220, et seq. (“Surplus Land Act”), which requires that public agencies undertake certain procedures before the Docusign Envelope ID: DD3EA549-B1E8-4930-BFC7-F3F23B32A345 #6..
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1715 N. Westshore Blvd., Suite 825 | Tampa, FL 33607 | P: 813.963.3909 | USLSoccer.com disposal of publicly owned land, including obligations for public notice of the availability of land for acquisition and obligations for good faith negotiations and negotiations with persons submitting proposals for the acquisition of such land. In addition, the Surplus Land Act prohibits local agencies from participating in negotiations with any party for the disposition of publicly owned property until certain procedural requirements of the Surplus Land Act are satisfied. For the avoidance of doubt, the Parties contemplate that, upon consummation of the Proposed Transaction, the City will (or will use best efforts to cause the appropriate third party to) provide the USL with (i) the opportunity to serve as the initial primary user of the Stadium with priority scheduling for the Teams, and (ii) a right of first refusal to serve as Stadium operator/manager for an agreed upon period of time, subject to compliance with applicable law.
5. Ancillary Development. The Parties will discuss the type of ancillary development which may be constructed adjacent to or in the vicinity of the Stadium, and the Parties’ respective roles in connection therewith, which may include various asset classes such as market rate and affordable multifamily rental housing, market rate and affordable single family for-sale housing, retail, restaurants, education, medical, cultural, transit, parks and open space, hotel, and entertainment uses.
In the event that any of the proposed development is contemplated to be located on land that is owned by Modesto, the Parties will act in strict accordance with the requirements of the Surplus Land Act with respect to such land.
6. Predevelopment Costs, Plans and Studies. Working together in good faith, and considering all relevant factors, including the USL’s participation in similar projects in comparable markets across the United States, the Parties will discuss what plans, studies and other predevelopment costs are necessary in connection with the Parties’ discussions hereunder (which may include without limitation such things as site surveys, feasibility studies, financial projections, consultant fees, and architectural and engineering fees), and will work in good faith to mutually agree what services and items should be obtained and who should pay for each such service or item.
7. Negotiating Period. From the date hereof through the first anniversary hereof (the "Initial Exclusivity Period"), USL and Modesto shall continue to discuss, on an exclusive basis, the Proposed Transaction and additional details related thereto as contemplated herein, including the good faith negotiation of a Memorandum of Understanding or other nonbinding summary of the terms of the Proposed Transaction (the “MOU”). If the Parties have entered into the MOU prior to the end of the Initial Exclusivity Period, (x) the Exclusivity Period shall automatically be extended for an additional six months(the “Extended Exclusivity Period”), and (y) the Parties shall then negotiate in good faith binding agreements for implementation of the terms of the MOU (the “Definitive Agreements”). If the Parties have not entered into the MOU prior to the end of the Initial Exclusivity Period, the Parties may mutually agree to an Extended Exclusivity Period for a term of up to six months. The Extended Exclusivity Period may be further extended by mutual agreement of both Parties. The Initial Exclusivity Period and Extended Exclusivity Periods are collectively referred to herein as the “Exclusivity Period.” Either Party may terminate this Letter of Intent upon a material breach by the other Party that remains uncured for five (5) days after receipt of notice thereof.
8. USL Exclusivity Obligations. During the Exclusivity Period, USL: (i) shall not, and shall not authorize or permit any of its Representatives to, directly or indirectly solicit, initiate or take any action to facilitate or encourage any inquiries or the making of any other proposals that may constitute, or could reasonably be expected to lead to, an alternative transaction related to the construction of a Docusign Envelope ID: DD3EA549-B1E8-4930-BFC7-F3F23B32A345 #6..
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1715 N. Westshore Blvd., Suite 825 | Tampa, FL 33607 | P: 813.963.3909 | USLSoccer.com stadium, in which professional soccer teams (men’s and women’s) participating in the same leagues as the Teams would be played, at
any other location within the defined territory outlined in Exhibit B (the “Protected Territory”) (an “Alternative USL Transaction”); (ii) shall make good faith efforts to identify and negotiate with prospective USL teams and/or investors interested in participation in the Proposed Transaction, and (iii) work with Modesto on use and programming terms for the Stadium. USL further agrees that, during the Exclusivity Period, USL shall disclose to Modesto all prospective USL teams and/or investors that, in USL’s discretion, are legitimate candidates to serve as primary tenant(s) of the Stadium and principal owner(s) of the Teams, respectively, so that Modesto may begin to work with such entities or individuals in development efforts in relation to the Proposed Transaction. For the avoidance of doubt, Modesto may also propose potential investors in the Proposed Transaction for the USL’s review. Regardless of which Party identifies any such prospective investor, the Parties will work together in good faith to determine a set of criteria which must be satisfied in order for any such investor to participate in the Proposed Transaction in any manner (such criteria to include the USL’s applicable League Rules regarding franchise ownership). As used herein, the term “Representatives” means a party's equity holders, affiliates, directors, officers, employees, agents, investment bankers, attorneys, accountants, consultants, advisors and other representatives.
9. Modesto Exclusivity Obligations. During the Exclusivity Period, except as may be required otherwise by applicable law, Modesto shall not, and shall not authorize or permit any of its Representatives to, directly or indirectly: (i) solicit, initiate or take any action to facilitate or encourage any inquiries or the making of any proposal from a person or organization, or group of persons, other than USL, its affiliates, and prospective USL teams and/or investors identified by USL that may constitute, or could reasonably be expected to lead to an alternative transaction related to the construction or operation of a stadium, in which professional soccer teams (men’s and women’s) other than the Teams (or other teams participating in USL leagues) would play, at any other location within Modesto (an “Alternative City Transaction”); (ii) enter into or participate in any discussions or negotiations with any person or group of persons other than USL, its affiliates, and prospective USL teams and/or investors identified by USL regarding an Alternative City Transaction, (iii) furnish any information relating to the USL or any of its subsidiaries, assets or businesses, or afford access to the assets, business, properties, books or records of the USL or any of its subsidiaries to any person or group of persons other than the USL or its subsidiaries, in all cases for the purpose of assisting with or facilitating an Alternative City Transaction; or (iv) enter into an Alternative City Transaction or any agreement, arrangement or understanding, including, without limitation, any letter of intent, term sheet or other similar document, relating to an Alternative City Transaction. Notwithstanding the foregoing, Modesto may confer with, negotiate with, enter into agreements with, and process applications for land use entitlements from, the owners of other real property within Modesto. As of the date hereof, and continuing throughout the Exclusivity Period (as the same may be extended as set forth herein), Modesto shall, and shall cause its Representatives to, affirmatively terminate in writing any and all existing discussions or negotiations with any person or group of persons other than USL and its affiliates regarding an Alternative City Transaction.
10. Public Records Act Acknowledgment. USL acknowledges that Modesto is a public agency with a legal obligation to conduct its business in a manner that is open and available to the public pursuant to the California Public Records Act, California Government Code Section 7920, et seq. (“Public Records Act”). Modesto’s use and disclosure of information and records are governed by Docusign Envelope ID: DD3EA549-B1E8-4930-BFC7-F3F23B32A345 #6..
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1715 N. Westshore Blvd., Suite 825 | Tampa, FL 33607 | P: 813.963.3909 | USLSoccer.com the Public Records Act. Accordingly, notwithstanding the foregoing paragraph, any information provided by USL to Modesto hereunder may be disclosed to the public if required under the Public Records Act and/or as a result of a public demand or order. Modesto’s obligations hereunder are further subject to the requirements of the Surplus Land Act, and notwithstanding the above paragraph, Modesto shall in all events comply with all requirements of the Surplus Land Act with respect to land owned by Modesto.
11. Remedies. The Parties acknowledge and agree that a material breach of this Letter of Intent would cause irreparable harm for which monetary damages would be an inadequate remedy.
Accordingly, either Party may seek equitable relief in the event of any breach or threatened breach of this Letter of Intent, including injunctive relief against any breach thereof and specific performance of any provision thereof. The Parties expressly waive the right to seek consequential damages, lost profits, and punitive damages against the other Party for any breach hereof.
12. Not a Binding Transaction. The Parties acknowledge and agree that the execution and delivery of this Letter of Intent does not create any legally binding obligations on the part of either Party to consummate the Proposed Transaction, and that this Letter of Intent is an expression of the Parties' interests in continuing discussions regarding the Proposed Transaction in accordance with the terms and conditions set forth herein, in an effort to consummate the Proposed Transaction by entering into the Definitive Agreements. This Letter of Intent does not constitute a disposition of property or exercise of control of property owned by Modesto. Each Party reserves full discretion over the approval of any Definitive Agreements, and a Party’s failure to approve a Definitive Agreement shall not constitute a breach or default of this Letter of Intent.
13. No Pre-Commitment by Modesto. By Modesto’s execution of this Letter of Intent, until such time as one or more Definitive Agreements is agreed to and executed by the Parties, Modesto is not committing itself to or agreeing to undertake any activity requiring the subsequent exercise of discretion by Modesto, including but not limited to the approval of any land use regulation governing the applicable property, the expenditure of public funds or provision of any financial assistance, the acquisition or disposition of real property, actions necessary to comply with the California Environmental Quality Act (“CEQA”), or any other activity.. No legal obligations will exist unless and until the Parties have negotiated, executed and delivered mutually acceptable documents based upon information produced from the CEQA environmental review process and on other public review and hearing processes, subject to all applicable governmental approvals. In the event that additional time is necessary for either or both Parties to comply with the requirements of CEQA, the times for performance hereunder shall be extended as necessary.
14. Governing Law. This Letter of Intent shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of California. Legal actions shall be instituted and maintained in the Superior Court of the County of Stanislaus.
15. Execution in Counterparts. This Letter of Intent may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement.
Docusign Envelope ID: DD3EA549-B1E8-4930-BFC7-F3F23B32A345 #6..
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1715 N. Westshore Blvd., Suite 825 | Tampa, FL 33607 | P: 813.963.3909 | USLSoccer.com If this Letter of Intent accurately sets forth your understanding of the subject matter contained herein, kindly execute the enclosed copy of this Letter of Intent and return it to the undersigned.
Very truly yours,
United Soccer Leagues, LLC
By:___________________________
Name: Justin Papadakis
Title: Deputy CEO & Chief Real Estate Officer
ACCEPTED AND AGREED:
City of Modesto
By:___________________________
Name: Joseph Lopez
Title: City Manager
Attest:
By:___________________________
Diane Nayares-Perez, City Clerk
Approved as to form:
By:___________________________
Jose M. Sanchez, City Attorney
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1715 N. Westshore Blvd., Suite 825 | Tampa, FL 33607 | P: 813.963.3909 | USLSoccer.com E
Exhibit A
USL Stadium Requirements
[Attached]
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1715 N. Westshore Blvd., Suite 825 | Tampa, FL 33607 | P: 813.963.3909 | USLSoccer.com Exhibit B
Exclusive Stadium Development Territory
Exclusive Territory:
Stanislaus County
Merced County
Non-Exclusive Territory:
San Joaquin County, south of Interstate 205 and State Route 120 Docusign Envelope ID: DD3EA549-B1E8-4930-BFC7-F3F23B32A345 #6..
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CITY OF MODESTO
COUNCIL AGENDA REPORT
DATE OF MEETING:
September 10, 2024
Date: September 3, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Jessica Hill, Director of Community and Economic Development SUBJECT: Letter of Intent with the United Soccer League CONTACT: Sean M. Rando, Business Analyst, [email protected], 209-577-5473 DESCRIPTION:
Consider approving a Letter of Intent between the United Soccer League, LLC and the City of Modesto to establish an exclusive negotiating period for the exploration of a League expansion into the City, and authorizing the City Manager, or his designee, to execute the Letter. (Funding Source: General Fund)
STRATEGIC PLAN ELEMENT:
The recommended action supports the City’s 2020-2025 Strategic Plan, Goal E: Drive Economic Vitality through the creation of a vibrant and economically sustainable business climate.
BACKGROUND:
Throughout the last three years, the City of Modesto has worked diligently alongside public and private partners to create the Downtown Master Plan, Stanislaus 2030 Blueprint, and the Modesto Renewal & Diversification Project (“River District Study”). Through the preparation of these studies and planning documents, staff and consultants have engaged with hundreds of residents, business owners, faith-based organizations, and nonprofits. This engagement has yielded a broad consensus across stakeholder groups regarding community challenges, strengths, and high-leverage opportunities to achieve a more vibrant community and regional economy.
The City has moved forward by leveraging the results from the previous studies to help better inform the implementation of the various plans in its efforts to bring diverse entertainment options to the community, as well as attract visitors to the City to support economic development. These efforts include exploring options and locations of a potential stadium, sports leagues, and an entertainment district.
As part of the City’s commitment to explore sports entertainment options, the City and the United Soccer League (“USL”) have been discussing bringing professional soccer to Modesto.
The USL selected Modesto as a potential location for both a men’s and a women’s team.
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City Council, September 10, 2024
Letter of Intent with the United Soccer League
DISCUSSION:
The USL was founded in 1986 and operates the USL Championship (“USLC”), which is one of the fastest-growing professional sports leagues in the country. USLC has been sanctioned by the United States Soccer Federation (“U.S. Soccer”) as a Division II league since 2017, placing it under Major League Soccer (“Division II”) in the hierarchy. The USLC currently has 24 professional men’s soccer teams and is one of the most successful professional soccer leagues in the world, reaching more than 84 million fans across North America. The USL also operates a Division III men’s professional soccer league.
In 2022, the USL founded the USL Super League which is a women’s professional soccer league.
The USL Super League has also committed to US Soccer’s Division I standards, reflecting its collective vision to be a global leader, on and off the field, while providing more opportunities for women in more communities. This year, 2024, is the inaugural season, which will feature eight teams, with additional teams to join in subsequent seasons. The USL also operates a Division II women’s professional soccer league.
As staff reviewed potential entertainment options, staff determined there was significant soccer interest in the community through various indicators such as viewership of international or MLS soccer on TV or participating in soccer in the last 12 months. The Modesto market significantly outperforms the other markets in those and similar metrics, indicating that there is strong demand for, and interest in soccer, in the local market. This suggests that a USL team in Modesto would be able to perform around the top of the league in terms of attendance.
Modesto also has a fairly large population compared to the surrounding region, with major sources of population located near California State Highway 99. The 10-, 20-, and 30-minute drive time catchment areas have populations ranging from nearly 200,000 to over 700,000. Given the current base of over 700,000 people within the Central Valley, this market has the capacity to achieve competitive stadium attendance moving forward. Though much of this larger population falls outside of the 30-minute drive time catchment (which represents the trade area of most minor league sports teams), it represents the opportunity available to a new USL team if it becomes a regional rather than local draw.
In discussions between USL and the City, the USL has identified Modesto as a potential location for both a men’s and a women’s team. The initial step to facilitate continued discussion with the USL will be the execution of a Letter of Intent (“LOI”) to formalize exclusive negotiations between both Parties.
The LOI describes the process that the City and USL agree to undertake to explore and analyze, in good faith, the possible establishment of professional soccer to be played in a multi-purpose stadium to be constructed and operated in Modesto. The details surrounding a stadium including location and funding are still to be determined.
As part of the LOI, the City and USL agree to discuss and explore the following topics and terms:
Potential location of the multi-purpose stadium within Modesto. Potential designs and size of the Stadium to ensure compliance with applicable USL stadium requirements.
Subject to USL Stadium Requirements, the Parties currently intend that the Stadium would have a minimum seating capacity of 5,000, with the ability to expand to at least Docusign Envelope ID: DD3EA549-B1E8-4930-BFC7-F3F23B32A345 #6..
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City Council, September 10, 2024
Letter of Intent with the United Soccer League
10,000 seats, and serve as the home stadium for each of a men’s professional soccer team, and women’s professional soccer team.
How construction of the Stadium will be financed, including exploration of the use of financing districts.
The identity of the ownership, management, and operation of the Stadium, and agreements relating to leases, licenses, easements, and other real property transactions for the Stadium.
The type of ancillary development which may be constructed adjacent to, or in the vicinity of, the Stadium.
What plans, studies, and other predevelopment costs are necessary.
The LOI has an exclusive negotiating period that lasts from the execution of the LOI through September 10, 2025. If the Parties have executed a nonbinding Memorandum of Understanding regarding the establishment of professional soccer in the City, the exclusive negotiating period will be extended by six months. During the exclusive negotiating period, USL agrees not to explore establishing a professional soccer team anywhere else in Stanislaus County or Merced County, and Modesto agrees not to explore the establishment of a professional soccer team in the City with any entity other than USL.
FISCAL IMPACT:
There is currently no fiscal impact directly resulting from the execution of the LOI. If approved, the Parties will discuss their proposed respective obligations for the cost of construction of the Stadium, including private and public financing and the establishment of public financing districts.
COMMITTEE RECOMMENDATION:
Due to the urgent nature of the action needed, as noted above, this item was not presented to a Council Committee.
CEQA REQUIREMENTS:
The LOI is not a project subject to the requirements of the California Environmental Quality Act (“CEQA”), and no CEQA approval is required in connection with the approval of the LOI. Before any potential proposed stadium is approved, further environmental review will occur.
RECOMMENDED COUNCIL ACTION:
Staff Recommendations:
Resolution approving a Letter of Intent between the United Soccer Leagues, LLC and the City of Modesto and authorizing the City Manager, or his designee, to execute the Letter.
Approved by:
Jessica Hill,
Director of Community and Economic Development
Joseph P. Lopez, City Manager
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City Council, September 10, 2024
Letter of Intent with the United Soccer League
Attachments:
1. Resolution
2. Letter of Intent
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09/10/2024/CED/SRando/Item 24 1 2024-333
MODESTO CITY COUNCIL
RESOLUTION NO. 2024-333
RESOLUTION APPROVING A LETTER OF INTENT BETWEEN THE UNITED
SOCCER LEAGUES, LLC AND THE CITY OF MODESTO, AND
AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE
THE LETTER
WHEREAS, the City of Modesto has worked diligently alongside public and private partners to create the Downtown Master Plan, Stanislaus 2030 Blueprint, and the Modesto Renewal & Diversification Project (“River District Study”); and WHEREAS, through the preparation of these studies and planning documents, staff and consultants have engaged with hundreds of residents, business owners, faithbased organizations, and nonprofits; and WHEREAS, this engagement has yielded a broad consensus across stakeholder groups regarding community challenges, strengths, and high-leverage opportunities to achieve a more vibrant community and regional economy; and WHEREAS, the City intends to leverage the results from these prior studies to help inform the implementation of these plans; and
WHEREAS, the City has continued to make a concentrated effort to bring diverse entertainment options to the community in an effort to provide entertainment for residents as well as attract additional visitors to the community for economic development; and WHEREAS, the City has received initial interest from the United Soccer Leagues, LLC (“USL”) for a potential league expansion into the City of Modesto, establishing a men’s and a woman’s soccer team; and
WHEREAS, the first step in the league expansion process is to formalize an exclusive negotiating period through a letter of intent (“LOI”) with the results of these negotiations being documented in a future Memorandum of Understanding (“MOU”); and Docusign Envelope ID: DD3EA549-B1E8-4930-BFC7-F3F23B32A345 #6..
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09/10/2024/CED/SRando/Item 24 2 2024-333
WHEREAS, the LOI describes the process the City and USL agree to undertake to explore and analyze, in good faith, the possible establishment of professional soccer to be played in a multi-purpose stadium to be constructed and operated in the City of Modesto; and
WHEREAS, the exclusive negotiating period will commence on the execution of the LOI and last for one (1) year, with an automatic six (6) month extension if the Parties have executed a nonbinding MOU regarding the establishment of professional soccer in the City; and
WHEREAS, approval of the LOI does not approve or authorize any stadium or other development, and is not a project subject to the requirements of the California Environmental Quality Act (“CEQA”). Before any potential proposed stadium is approved, further environmental review will occur.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the Letter of Intent between the United Soccer Leagues, LLC and the City of Modesto and authorizes the City Manager, or his designee, to execute the Letter of Intent, in a form approved by the City Attorney.
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09/10/2024/CED/SRando/Item 24 3 2024-333
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 10th day of September, 2024, by Councilmember Wright, who moved its adoption, which motion being duly seconded by Councilmember Ricci, was upon roll call carried and the resolution adopted by the following vote:
AYES: Councilmembers: Alvarez, Bavaro, Escutia-Braaton, Ricci, Williams, Wright, Mayor Zwahlen
NOES: Councilmembers: None
ABSENT: Councilmembers: None
ATTEST: _____________________________
DIANE NAYARES-PEREZ, CMC,
City Clerk
(SEAL)
APPROVED AS TO FORM:
BY: ________________________________
JOSE M. SANCHEZ, City Attorney
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1 FIRST AMENDMENT AND REINSTATEMENT OF LETTER OF INTENT THIS FIRST AMENDMENT AND REINSTATEMENT LETTER OF INTENT (the “Amendment”) is made effective as of the 10th day of September, 2025 (the “Effective Date”), by and between United Soccer Leagues, LLC, a Florida limited liability company having its principal place of business at 1715 N. Westshore Boulevard, Suite 825, Tampa, Florida 33607 (“USL”) and the City of Modesto, California, a municipal corporation, having its principal place of business at 1010 10th Street, Modesto, California (“City”). USL and City are each a “Party” and collectively the “Parties”. Capitalized terms used but not defined herein have the meanings given to such terms in the LOI (as defined below).
RECITALS
WHEREAS, the Parties entered into that certain Letter of Intent, dated September 10, 2024 (the “LOI”). The Parties have agreed to reinstate and make modifications to the LOI, as set forth in this Amendment.
NOW, THEREFORE, in consideration of the foregoing and the promises, covenants and agreements herein contained, and in further consideration of the LOI and the promises, covenants and agreements therein contained, and for other good and valuable consideration, the receipt, adequacy, and sufficiency of all of which are hereby acknowledged, the parties agree as follows:
TERMS
1. Numbering. To the extent that certain provisions or sections of the LOI are modified and/or deleted by this Amendment, such clauses or sections are deemed to have been modified or deleted without otherwise affecting the numbering of the LOI.
2. Reinstatement. The Parties acknowledge that the Exclusivity Period in the LOI expired on or around September 10, 2025. Notwithstanding such expiration, the Parties hereby reinstate the LOI, effective as of the Effective Date, and agree that the LOI shall continue in full force and effect as amended herein.
3. Exclusivity Period. The Parties hereby acknowledge and agree that the Initial Exclusivity Period set forth in Section 7 of the LOI is hereby extended to March 10, 2026.
4. Entire Agreement; Amendment. This Amendment and the LOI constitute the entire agreement between the Parties concerning the subject matter hereof and supersede any prior agreements.
5. Binding Effect. This Amendment shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.
6. Ratification. This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision or provisions of the LOI. As modified by this Amendment, the Parties agree that the covenants, agreements, terms, provisions and conditions set forth in the LOI shall continue to remain in full force and effect. All of the terms and provisions of Docusign Envelope ID: 967C2D93-D3A7-4991-AAA6-7923B1155984 #6..
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2 this Amendment are hereby deemed incorporated into the LOI and made a part thereof. If there is a conflict between this Amendment and the LOI, the terms of this Amendment will prevail.
7. Counterparts. This Amendment may be executed in one or more counterparts, each of which when executed and delivered shall be deemed to be an original and all of which together shall constitute one and the same instrument. This Amendment may be executed and delivered by facsimile or other electronic imaging means (including .PDF), which signature and copies shall deemed to be an original.
[Signature Page(s) To Follow]
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3 IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed as of the Effective Date.
United Soccer Leagues, LLC, a Florida
limited liability company
By: __________________________________
Name: Justin Papadakis
Its: Deputy Chief Executive Officer and Chief
Real Estate Officer
City of Modesto, a municipal corporation
By: __________________________________
Name: ________________________________
Its: ___________________________________
Attest: _________________________________
Approved as to Form:
By: __________________________________
Name: ________________________________
Its: ___________________________________
Docusign Envelope ID: 967C2D93-D3A7-4991-AAA6-7923B1155984 Diane Nayares-Perez
Joe Lopez
City Manager
Jose Sanchez
City Attorney
10/6/2025
#6..
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1 SECOND AMENDMENT AND REINSTATEMENT OF LETTER OF INTENT THIS SECOND AMENDMENT AND RESINTATEMENT LETTER OF INTENT (the “Amendment”) is made effective as of the 10th day of March, 2026 (the “Effective Date”), by and between United Soccer Leagues, LLC, a Florida limited liability company having its principal place of business at 1715 N. Westshore Boulevard, Suite 825, Tampa, Florida 33607 (“USL”) and the City of Modesto, California, a municipal corporation, having its principal place of business at 1010 10th Street, Modesto, California (“City”). USL and City are each a “Party” and collectively the “Parties”. Capitalized terms used but not defined herein have the meanings given to such terms in the LOI (as defined below).
RECITALS
WHEREAS, the Parties entered into that certain Letter of Intent, dated September 10, 2024 (the “LOI”); and
WHEREAS, on September 23, 2025, the Parties entered into a First Amendment and Reinstated the Letter of Intent, extending the negotiating period to March 10, 2026; and WHEREAS, the Parties have agreed to reinstate and make modifications to the LOI, as set forth in this Amendment.
NOW, THEREFORE, in consideration of the foregoing and the promises, covenants and agreements herein contained, and in further consideration of the LOI and the promises, covenants and agreements therein contained, and for other good and valuable consideration, the receipt, adequacy, and sufficiency of all of which are hereby acknowledged, the parties agree as follows:
TERMS
1. Numbering. To the extent that certain provisions or sections of the LOI are modified and/or deleted by this Amendment, such clauses or sections are deemed to have been modified or deleted without otherwise affecting the numbering of the LOI.
2. Reinstatement. The Parties acknowledge that the Exclusivity Period in the LOI expired on or around March 10, 2026. Notwithstanding such expiration, the Parties hereby reinstate the LOI, effective as of the Effective Date, and agree that the LOI shall continue in full force and effect as amended herein.
3. Exclusivity Period. The Parties hereby acknowledge and agree that the Initial Exclusivity Period set forth in Section 7 of the LOI is hereby extended to June 10, 2026.
4. Entire Agreement; Amendment. This Amendment and the LOI constitute the entire agreement between the Parties concerning the subject matter hereof and supersede any prior agreements.
5. Binding Effect. This Amendment shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.
#6..
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2 6. Ratification. This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision or provisions of the LOI. As modified by this Amendment, the Parties agree that the covenants, agreements, terms, provisions and conditions set forth in the LOI shall continue to remain in full force and effect. All of the terms and provisions of this Amendment are hereby deemed incorporated into the LOI and made a part thereof. If there is a conflict between this Amendment and the LOI, the terms of this Amendment will prevail.
7. Counterparts. This Amendment may be executed in one or more counterparts, each of which when executed and delivered shall be deemed to be an original and all of which together shall constitute one and the same instrument. This Amendment may be executed and delivered by facsimile or other electronic imaging means (including .PDF), which signature and copies shall be deemed to be an original.
[Signature Page(s) To Follow]
#6..
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3 IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed as of the Effective Date.
United Soccer Leagues, LLC, a Florida
limited liability company
By: __________________________________
Name: Justin Papadakis
Its: Deputy Chief Executive Officer and Chief
Real Estate Officer
City of Modesto, a municipal corporation
By: __________________________________
Name: ________________________________
Its: ___________________________________
Attest: _________________________________
Approved as to Form:
By: __________________________________
Name: ________________________________
Its: ___________________________________
#6..
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CITY OF MODESTO
COUNCIL AGENDA REPORT
DATE OF MEETING:
March 10, 2026
Date: February 18, 2026
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Toby Wells, Director of Engineering Services Department / City Engineer SUBJECT: Accept the Downey Shade Structure and Parking Lot Replacement Project CONTACT: Peter Kambel, Senior Civil Engineer, [email protected], 209-577-5444 DESCRIPTION:
Consider accepting the Downey Shade Structure and Parking Lot Replacement Project as complete, releasing securities, releasing payments totaling $609,728 to Westside Landscape & Concrete, Inc. of Newman, CA, 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 2025-26 Strategic Plan Area of Focus: Quality of Life and Governance and Service Delivery.
BACKGROUND:
In June of 2018, Proposition 68 authorized $4 billion for state and local parks, environmental protection and restoration projects, water infrastructure projects, and flood protection projects. As part of this proposition the Per Capita Program allowed for the City of Modesto to apply for and be granted $177,952 from the California State Parks administration. On October 13, 2020, by Resolution 2020-425, Council accepted this grant and allocated $100,000 toward Capital Improvement Project #100922, Downey Shade Structure and Parking Lot Replacement.
The Downey Shade Structure and Parking Lot Replacement project replaced existing shade structures and repaved the existing parking lot at Downey Community Park using Per Capita grant funds, ARPA Funds, and other funding sources.
DISCUSSION:
The work for this project was advertised for bids on September 3, 2024. Bids were publicly opened on October 8, 2024, and Westside Landscape & Concrete, Inc. of Newman, CA, was the lowest responsible bidder at 3.28% below the engineer’s estimate. #7..
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City Council, March 10, 2026
Accept the Downey Shade Structure and Parking Lot Replacement Project
On November 12, 2024, by Resolution 2024-417, Council awarded a contract to Westside Landscape & Concrete, Inc., in the amount of $572,393. The Contractor received the Notice to Proceed with a start date of March 3, 2025. All contract work was completed on August 5, 2025.
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 $609,728. The work is covered by a one-year warranty for any issues that may arise.
Staff recommends the project for acceptance as the contractor has complied with all contract requirements for the project.
FISCAL IMPACT:
The total project costs were $699,685, which included design, construction, and construction administration costs. The total project amount originally budgeted was $724,838 which included $618,184 for the construction contract and contingency with Westside Landscape & Concrete, Inc.
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% for construction contracts up to $10,000,000. Due to funding availability, staff requested the Engineering Services Director’s Authority to issue change order authority of 8% ($45,791) of the construction contract amount.
There were two (2) change orders resulting in an overall increase of $37,334.59 for change order work as listed on the attached change order log. A summary of the expenditures for the overall project is listed below.
100922 – CED Downey Shade Structure Replacement
101427 – PRN Deferred Maintenance – General ARPA
PROJECT EXPENDITURES: % of Contract
Construction Contract $572,393
Construction Contingency (Change Orders) 6.5% $37,335
Construction Administration – City Staff Support 14.6% $83,692 Engineering Design/Admin. – City Staff Support/Misc. 1.1% $6,265 TOTAL CONSTRUCTION EXPENDITURES: $699,685
COMMITTEE RECOMMENDATION:
On April 15, 2024, the Safety & Communities Committee approved a list of upcoming Capital Improvement projects for Council approval to award, which included the Downey Shade Structure and Parking Lot Replacement Project.
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City Council, March 10, 2026
Accept the Downey Shade Structure and Parking Lot Replacement Project
CEQA/NEPA REQUIREMENTS:
City Staff prepared a Notice of Exemption No. EA/PR&N 2024-05. The project is categorically exempt from CEQA since it is a minor alteration to an existing facility involving a negligible expansion of the use beyond the current use.
RECOMMENDED COUNCIL ACTION:
Staff Recommendations:
Resolution accepting Downey Shade Structure and Parking Lot Replacement Project as complete, releasing securities, releasing payments totaling $609,728 to Westside Landscape & Concrete, Inc. of Newman, CA, 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. Project (100922) Suspension Form
4. Project (101427) Suspension Form
5. Notice of Completion
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3/10/2026/ESD/PKambel 1 2026-
MODESTO CITY COUNCIL
RESOLUTION NO. 2026-XX
RESOLUTION ACCEPTING DOWNEY SHADE STRUCTURE AND PARKING
LOT REPLACEMENT PROJECT AS COMPLETE, RELEASING SECURITIES, RELEASING PAYMENTS TOTALING $609,728 TO WESTSIDE LANDSCAPE & CONCRETE, INC. OF NEWMAN, CA, AND AUTHORIZING THE CITY
CLERK TO FILE A NOTICE OF COMPLETION
WHEREAS, the Downey Shade Structure and Parking Lot Replacement project replaced existing shade structures and repaves the existing parking lot at Downey Community Park using this Per Capita grant funds, ARPA Funds, and multiple other funding sources; and
WHEREAS, the project was advertised for bids on September 3, 2024; and WHEREAS, bids were publicly opened on October 8, 2024, and Westside Landscape & Concrete, Inc. of Newman, CA, was the lowest responsible bidder at 3.28% below the engineers estimate; and
WHEREAS, on November 12, 2024, by Resolution 2024-417, Council awarded a contract to Westside Landscape & Concrete, Inc., in the amount of $572,393; and WHEREAS, the Contractor received the Notice to Proceed with a start date of March 3, 2025. All contract work was completed on August 5, 2025; and WHEREAS, the total project costs $699,685, which included design, construction, and construction administration costs. The total project amount originally budgeted was $724,838 which included $618,184 for the construction contract and contingency with Westside Landscape & Concrete, Inc.; 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 #7..
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3/10/2026/ESD/PKambel 2 2026-
a contract change order authority of 10% for construction contracts up to $10,000,000.
Due to funding availability, staff requested the Engineering Services Director’s Authority to issue change order authority of 8% ($45,791) of the construction contract amount; and WHEREAS, there were two (2) change orders resulting in an overall increase of $37,334.59 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 Downey Shade Structure and Parking Lot Replacement Project as complete, releasing securities, releasing payments totaling $609,728 to Westside Landscape & Concrete, Inc. of Newman, CA, and authorizing the City Clerk to file a Notice of Completion.
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3/10/2026/ESD/PKambel 3 2026-
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 10th day of March, 2026, 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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CHANGE
ORDER
NO. DESCRIPTION EXECUTED AMOUNT
CAUSE
UNFORSEEN
CONDITIONS
DESIGN
ISSUE
ADDED
SCOPE
CONTRACT CHANGE ORDER LOG
Date: September 05, 2025
TIME
EXT. Approved
2025/05 - Downey Shade Structure 100922 and Parking Lot Replacement 101427 | TERRACON PROJECT NUMBER AND NAME:
01 Remove and Replace 313 SF Concrete Flatwork and 8
Additional Working Days
07/03/25 $11,320.60 8 W.D. No Yes No Yes
02 Install Fountain with Drain System -Clean out - Adjust Grades at Canopy
$26,013.99 10 W.D. No No Yes Yes
Total Change Orders Processed To Date: $37,334.59
Original Contract Amount: $572,393.00
IDA To: $45,791.00
Total Working Days Time Extension: 18
Original Director's CCO Authority: $45,791.00
IDA Date: 11/12/2024
Total Executed Change Orders To Date: $11,320.60
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CHANGE
ORDER
NO. DESCRIPTION EXECUTED AMOUNT
CAUSE
UNFORSEEN
CONDITIONS
DESIGN
ISSUE
ADDED
SCOPE
CONTRACT CHANGE ORDER LOG
Date: September 05, 2025
TIME
EXT. Approved
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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 March 12, 2024, the City of Modesto, PO Box 642, Modesto, California 95353, a Municipal Corporation in the County of Stanislaus, State of California, awarded the contract Westside Landscape & Concrete, Inc. of Newman, CA for the project titled “Downey Shade Structure and Parking Lot Replacement” located to the south of Brighton Avenue and to the East of Coffee Road.
On August 8, 2025, said contract, as a whole, was completed by Westside Landscape & Concrete, Inc., and accepted by the Council of the City of Modesto at a regular meeting of the Council held on March 10, 2026.
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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CITY OF MODESTO
COUNCIL AGENDA REPORT
DATE OF MEETING:
March 10, 2026
Date: February 18, 2026
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Toby Wells, Director of Engineering Services Department / City Engineer SUBJECT: Accept the Rebid La Loma Sewer Replacement Phase 1 Project CONTACT: Peter Kambel, Senior Civil Engineer, [email protected], 209-577-5444 DESCRIPTION:
Consider accepting Rebid La Loma Sewer Replacement Phase 1 Project as complete, releasing securities, releasing payments totaling $6,065,080 to Mozingo Construction Inc., of Oakdale, CA, and authorizing the City Clerk to file a Notice of Completion. (Funding Source: Wastewater Fund) STRATEGIC PLAN ELEMENT:
The recommended action supports the City’s 2025-26 Strategic Plan Initiative, Goal D: Provide safe, efficient, and reliable infrastructure through proactive community investment, maintenance, and sustainability efforts.
BACKGROUND:
In 2021, the updated Wastewater Engineer’s Report included a recommendation to rehabilitate the existing sewer lines in the La Loma Avenue area. Phase 1, focused on an area with old, deficient sewer lines which were undersized and did not meet the self-cleaning velocity that is specified in the City Standard Specifications.
The Rebid La Loma Sewer Replacement Phase 1 Project upsized approximately 7,400 linear feet of sewer lines and corrected existing slope issues which brought the area into compliance with current City Standards. In addition, new laterals were installed in various locations throughout the La Loma Neighborhood, along with a 6-inch sewer force main to reroute and replace the old line.
DISCUSSION:
The work for this project was initially advertised for bids on March 7, 2023. The two bids that were received were deemed to be excessively varied and the decision was made to reject and re-evaluate. On May 23, 2023, by Resolution 2023-239, Council approved rejecting all bids. The project was rebid on June 6, 2023. Bids were publicly opened on July 11, 2023, and Mozingo #8..
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City Council, March 10, 2026
Accept the Rebid La Loma Sewer Replacement Phase1 Project