MODESTO CiTY COUNCIL RESOLUTION NO

Transcription

1 MODESTO CiTY COUNCIL RESOLUTION NO A RESOLUTION APPROVING THE AGREEMENT BETWEEN THE CITY OF MODESTO AND THE CALIFORNIA DEPARTMENT OF TRANSPORTATION (CAL TRANS) FOR MAINTENANCE OF IMPROVEMENTS WITHIN STATE HIGHWAY RIGHT OF WAY ON ROUTE 99 (PELANDALEAVENUE) WITHIN THE CITY OF MODESTO FOR THE STATE ROUTE 99 AND PELANDALE A VENUE INTERCHANGE RECONSTRUCTION PROJECT AND AUTHORIZING THE CITY MANAGER, OR DESIGNEE, TO EXECUTE THE AGREEMENT WHEREAS, the State Route 99 and Pelandale Interchange improvement project is a State Project to address the traffic congestion problem at Pelandale Avenue and Higbway 99 Interchange, and WHEREAS, On February 21, 1995, the City of Modesto entered into a Freeway Maintenance Agreement with the State of California, acting by and through its Department of Transportation (Caltrans) for maintenance responsibilities, and WHEREAS, the City of Modesto is the lead agency for preparation of Plans, Specifications and Estimates (PS&E), and WHEREAS, on May 22,2012, the City Council of Modesto approved a Cooperative Agreement, Resolution , with Caltrans for construction phase of the project, and project, and construction WHEREAS, the City of Modesto is the lead agency for construction phase of the WHEREAS, this Maintenance Agreement is required by Caltrans prior to start of NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves a Maintenance Agreement between the City of Modesto and the 07/ /C&EDIBSandhuiltem

2 California State Department of Transportation (Caltrans) for construction of State Route 99 and Pelandale Avenue Interchange Reconstruction Project. BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to execute the Agreement. The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 10 th day of July, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Muratore, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None ABSENT: None (SEAL) APPROVED AS TO FORM: By: nl -=S-:CU C:: S -c A-::-:7''+j- ALCALA WOOD, City Attorney 07/ /C&EDIBSandhulltem 5 2

3 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION APPROVING A PURCHASE AND SALE AGREEMENT WITH JOSEPH R. SOUZA AND ZELMA P. SOUZA, TRUSTEES OF THE JOSEPH R. SOUZA AND ZELMA P. SOUZA TRUST, FOR ACQUISITION OF 10,249 SQUARE FEET FEE ACQUISITION AND 3,031 SQUARE FEET GRANT OF EASEMENT OF A PARCEL LOCATED AT 3949 SYLVAN AVENUE (APN ), IN THE AMOUNT OF $99,000, FOR THE SYLVAN AND LITT IMPROVEMENT PROJECT, AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE THE AGREEMENT AND ALL RELATED DOCUMENTS REQUIRED TO CLOSE ESCROW WHEREAS, the Sylvan and Litt Improvement Project is included in the Village One Facilities Master Plan and is a Priority 3 project on the Village One Project Prioritization List, and WHEREAS, the project includes roadway improvements on Sylvan Avenue from west oflitt Road to Claus Road and on Litt Road from Sylvan Avenue to the north end of the future Grogan Park site, and WHEREAS, the proposed street widening project also includes land acquisition for the needed right-of-way and abandonment of the south portion oflitt Road that will no longer be used for road purposes due to the realignment, and WHEREAS, staff has identified a portion of a parcel located at 3949 Sylvan Avenue (APN ), to place improvements as a part of the capital improvements identified for the Sylvan and Litt Improvement Project, and WHEREAS, an Agreement is needed for the acquisition of the property and staff has investigated the subject property to ensure it is suitable for this purpose, and therefore recommends approving the Purchase and Sale Agreement for acquisition ofthe property. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves a Purchase and Sale Agreement with Joseph R. Souza and Zelma 07/12/2012/C&EDNDionJ]tem

4 P. Souza, Trustees of the Joseph R. Souza and Zelma P. Souza Trust, for 10,249 square feet fee acquisition and 3,031 square feet grant of easement of a parcel located at 3949 Sylvan Avenue (APN ), in the amount of$99,000, for the Sylvan and Litt Improvement Project. BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to execute the Purchase and Sale Agreement, and all related documents required to close escrow. The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 10 th day of July, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Muratore, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None Cogdill (SEAL) APPROVED AS TO FORM: By: SUSAN J::CAilfWOOD, ~ City Attorney 07!l2l20121C&EDNDionlItem

5 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO SIGN A CERTIFICATE OF ACCEPTANCE FOR THE GRANT DEED FOR THE ACQUISITION OF PROPERTY INTERESTS LOCATED AT 3949 SYLVAN AVENUE, OWNED BY JOSEPH R. SOUZA AND ZELMA P. SOUZA, TRUSTEES OF THE JOSEPH R. SOUZA AND ZELMA P. SOUZA TRUST, (APN ) TO BE PURCHASED BY THE CITY OF MODESTO FOR THE SYL VAN AND LITT IMPROVEMENT PROJECT WHEREAS, Section of the Government Code requires a public agency to accept real property prior to the recordation of a deed or adopt a resolution accepting real property, and WHEREAS, the City of Modesto desires to acquire a 10,249 square feet portion fee acquisition of a parcel owned by Joseph R. Souza and Zelma P. Souza, (APN ), to be purchased by the City of Modesto for the Sylvan and Lilt Improvement Project, NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that the City Manager, or his designee, is hereby authorized to sign a Certificate of Acceptance for the Grant Deed for the acquisition of property interests located at 3949 Sylvan Avenue (APN ), in the County of Stanislaus, owned by Joseph R. Souza and Zelma P. Souza, Trustees of the Joseph R. Souza and Zelma P. Souza Trust to be purchased by the City of Modesto for the Sylvan and Lilt Improvement Project. 07! !C&EDNDioniItem

6 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 10 th day of July, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Muratore, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None Cogdill (SEAL) APPROVED AS TO FORM: By: SUSA 07/ /C&EDNDionlltem

7 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION APPROVING A WILL SERVE LETTER FOR THE PROPERTY LOCATED AT YOSEMITE BOULEVARD IN WATERFORD, APN: TO CONNECT TO CITY OF MODESTO'S EXISTING WATER SYSTEM, AND AUTHORIZING THE CITY MANAGER TO SIGN THE WILL SERVE LETTER and WHEREAS, on May 22,2012, the City Council approved a resolution number WHEREAS, it amended city of Modesto Municipal Code section and Couneil Policy relating to water connection charges and WHEREAS, it required that the City Manager upon the recommendation of the Director responsible for utility system planning to request City Council approval for all extensions of water and sewer services into unincorporated areas. WHEREAS, the property located at Yosemite Boulevard is not connected to City's water system and WHEREAS, this property is located within the City of Waterford, outside Modesto City limits, and in the City's Sphere ofinfluence and WHEREAS, this property is inside, continuous to, or near the former service area of the Del Este Water company and WHEREAS, City staff has completed an analysis and determined that it is reasonable for the City of Modesto to extend water service to this property and WHEREAS, it has been determined that a sufficient quantity of potable water is available for normal usage by the proposed development and WHEREAS, the proposed building meets all if the Stanislaus Consolidated Fire District's fire code requirements and 07/10/2012/C&EDIBSandhuJItem

8 WHEREAS, the water connection fees are paid and associated permits be obtained prior to beginning any on site construction and NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the Will Serve letter for a property located at Yosemite Blvd. (APN ) in Waterford. BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to approve the Will Serve letter. The foregoing documents were introduced at a regular meeting of the Council of the City of Modesto held on the 10 th day of July, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Muratore, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) APPROVED AS TO FORM: By: ~~~~ ~---- SUSAN 07l10120l2lC&EDIBSandhuntem

9 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION APPROVING AN OUTSIDE SERVICE AGREEMENT BETWEEN THE CITY OF MODESTO AND DG STRATIGIC II, LLC FOR WATER SERVICE FOR THE PROPERTY LOCATED AT YOSEMITE BOULEVARD IN WATERFORD, APN: AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXCUTE THE AGREEMENT WHEREAS, the property located at Yosemite Boulevard is not connected to City's water system and WHEREAS, this property is located within the City of Waterford, outside Modesto City limits, and in the City's Sphere ofinfluence and WHEREAS, this property is inside, continuous to, or near the former service area of the Del Este Water company and WHEREAS, City staff has completed an analysis and determined that it is reasonable for the City of Modesto to extend water service to this property and WHEREAS, it has been determined that a sufficient quantity of potable water is available for normal usage by the proposed development and WHEREAS, the proposed building meets all if the Stanislaus Consolidated Fire District's fire code requirements and WHEREAS, the water connection fees are paid and associated permits be obtained prior to beginning any on site construction and WHEREAS, that the property owner enters into a standard outside water service agreement with the City, as required for water service outside of City limits. 07/ /C&EDIBSandhuntem

10 NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the water service agreement for a property located at Yosemite Blvd. (APN ) in Waterford. BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to execute the agreement. The foregoing documents were introduced at a regular meeting of the Council of the City of Modesto held on the loth day of July, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Muratore, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None ABSENT: (SEAL) None ATTEST: I~A - ~~~IEI,.\ LeJ.,O~PI.olE~Z,~ APPROVED AS TO FORM: By:.~~~ ~--~---- WOOD, City Attorney 07/10/20 12/C&EDIBSandhuJItem

11 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION AUTHORIZING THE AWARD OF PROPOSAL FOR THE FURNISHING OF TRANSIT TICKETS FOR THE DEPARTMENT OF PUBLIC WORKS, TRANSIT DIVISION, TO DILLINGHAM TICKET CO., BALDWIN PARK, CA, FOR A TWO (2) YEAR AGREEMENT WITH THREE (3) ONE YEAR EXTENSION OPTION AT THE SOLE DISCRETION OF THE CITY, AND AUTHORIZING THE PURCHASING MANAGER, OR HIS DESIGNEE, TO ISSUE A PURCHASE AGREEMENT FOR AN ESTIMATED ANNUAL COST OF $17,211 WHEREAS, the City Manager authorized the Purchasing Manager to issue formal Request for Proposals (REP) for the furnishing of transit tickets, and WHEREAS, the Purchasing Division issued REP No Transit Ticket Printing to fifteen (15) prospective proposers, eight (8) of which were local vendors, posted the REP on the City's website and formally advertised as required by law, and WHEREAS, proposals were formally opened in the City Clerk's Office. One company chose to respond. The company provided a responsive and responsible proposal, and WHEREAS, based on providing a responsive and responsible proposal, City staff recommends the award of proposal for the furnishing of transit tickets to Dillingham Ticket Co., Baldwin Park, CA, and WHEREAS, Modesto Municipal Code Section generally requires all purchases, which meet or exceed $50,000 for material, equipment or contractual services to be formally bid. The award of proposal for the furnishing of transit tickets to Dillingham Ticket Co., Baldwin Park, CA, conforms to the Modesto Municipal Code, and 07/1 O/2012lFinance/PW lkmasasso/item

12 WHEREAS, funds shall be budgeted for the furnishing of transit tickets in Appropriation Unit: , NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby authorizes the award of proposal for the furnishing of transfer tickets for the Department of Public Works, Transit Division, to Dillingham Ticket Co., Baldwin Park, CA. BE IT FURTHER RESOLVED that the Purchasing Manager, or his designee, is hereby authorized to issue a purchase agreement for an estimated annual cost of $17,211. The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 10th day of July, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Muratore, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) APPROVED AS TO FORM: By: A WOOD, City Attorney 07/I0/20121Finance1PW lkmasassolitem

13 MODESTO CITY COUNCIL RESOLUTION NO APPROVING AMENDMENT TO THE BY-LAWS OF THE TUOLUMNE RIVER REGIONAL PARK CITIZEN'S ADVISORY COMMITTEE TO EXTEND THE TERMS FROM CURRENT TWO (2) YEAR TERMS TO FOUR (4) YEAR TERMS WHEREAS, the Tuolumne River Regional Park (TRRP) is a Joint Powers Authority between the cities of Modesto and Ceres and the County of Stanislaus, and WHEREAS, the City of Modesto is the managing partner for the TRRP, and WHEREAS, the TRRP Citizen's Advisory Committee (CAC) by-laws specify terms of two-years, and WHEREAS, most City of Modesto Boards, Committees and Commissions have terms of four-years, and WHEREAS, the change of terms was brought to the TRRP Commission at their February 2012 meeting, and WHEREAS, the TRRP Commission is made up of representatives from each of the JP A Partners, and WHEREAS, the TRRP Commission approved recommending the extension of terms for the CAC, NOW THEREFORE, BE IT HEREBY RESOLVED by the Council of the City of Modesto as follows: The by-laws of the Tuolumne River Regional Park Citizen's Advisory Committee terms be extended to four (4) year terms. 07/10/2012IPR&N/LHoltiitem

14 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto, held on the 10 th day of July, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Muratore, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) ~~ C rk ATTEST: ~~~~~ STEP ANIE LOPEZ, Cl APPROVED AS TO FORM: By: -=~~~~~~--~~~~~----- SUSA ALCALA WOOD, City Attorney 071l0/20121PR&N/Ulolt1ltem

15 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION AUTHORIZING THE CITY MANAGER TO VOTE ON BEHALF OF THE CITY OF MODESTO IN A PROPOSITION 218 VOTE TO ESTABLISH LEVEE MAINTENANCE ASSESSMENT FOR THE OPERATION OF RECLAMATION DISTRICT NO WHEREAS, Reclamation District No (RD 2091) was established on January 12, 1959, for the purpose of maintaining 7.59 miles oflevee on the San Joaquin River, and WHEREAS, RD 2091 is made up of26 landowners representing approximately 7,015 acres surrounding and including the Jennings Wastewater Treatment Plant, and WHEREAS, the District is moving forward with the Proposition 218 voting process to establish an assessment to landowners, and WHEREAS, as the largest land owner in RD 2091, the City is afforded a weighted voted based on its land ownership, and WHEREAS, passage of a Proposition 218 vote would provide funding from the land owners within RD 2091 for operations and maintenance of the levee and pump station, and WHEREAS, if Proposition 218 fails, RD 2091 will be forced to ask the State of California Army Corps of Engineers to maintain the levee and pump station, and WHEREAS this would be a more expensive option and the higher costs would then be distributed to the land owners including the City of Modesto. NOW THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby authorizes the City Manager to vote on behalf of the City of Modesto in a 07/ IPW/GDeJesuslItem

16 Proposition 218 vote to establish levee maintenance assessment for the operation of Reclamation District No The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 10 th day of July, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Muratore, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) APPROVED AS TO FORM: By: =~~~!Zf-==~-=----,-- SUSAN f\: CALA WOOD, City Attorney 07/ IPW IGDeJesus/ltem ]2-284

17 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION ACCEPTING THE WORK BY ROLFE CONSTRUCTION FOR THE "STRENGTHEN AND REPLACE WATER SYSTEM - SOUTH MODESTO PHASE 1" PROJECT AS COMPLETE, AUTHORIZING THE CITY CLERK TO FILE A NOTICE OF COMPLETION WITH THE STANISLAUS COUNTY RECORDER UPON RECEIPT OF APPROVED WARRANTY BOND, AND AUTHORIZING PAYMENT OF AMOUNTS TOTALING $1,360, WHEREAS, a report has been filed by the Direetor of Utility Planning and Projects that the Strengthen and Replace Water System - South Modesto Phase I project has been completed by Rolfe Construction in accordance with the contract agreement dated Oetober 11,2011, NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that the Strengthen and Replace Water System - South Modesto Phase I project is hereby accepted as complete from said contractor Rolfe Construction that the City Clerk is authorized to file a Notice of Completion with the Stanislaus County Recorder upon receipt of approved Warranty Bond, and that payment of amounts totaling $1,360, is authorized as provided in the contract. 07/IO/20I2lUP&PIKOhlsoniltem II

18 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 10 th day of July, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Muratore, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) APPROVED AS TO FORM: By: SUSANA n~'-'rtla\ WOOD, City Attorney 07/10/20121UP&PIKOhlsoniItem II

19 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION ACCEPTING THE WORK BY DELTA PAINTING AND COATING, INC., DBA AS TRUTECH ROOFING FOR THE "ARRA ROOF AND SOLAR IMPROVEMENTS AT MODESTO CENTRE PLAZA AND POLICE TRAINING FACILITY" PROJECT AS COMPLETE, AUTHORIZING THE CITY CLERK TO FILE A NOTICE OF COMPLETION WITH THE STANISLAUS COUNTY RECORDER UPON RECEIPT OF APPROVED WARRANTY BOND, AND AUTHORIZING PAYMENT OF AMOUNTS TOTALING $387, WHEREAS, a report has been filed by the Director of Utility Planning and Projects that the ARRA Roof and Solar Improvements at Modesto Centre Plaza and Police Training Facility project has been completed by Delta Painting and Coating, Inc., dba as TruTech Roofing in accordance with the contract agreement dated August 9, 2011, NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that the ARRA Roof and Solar Improvements at Modesto Centre Plaza and Police Training Facility project is hereby accepted as complete from said contractor Delta Painting and Coating, Inc., dba as TruTech Roofing that the City Clerk is authorized to file a Notice of Completion with the Stanislaus County Recorder upon receipt of approved Warranty Bond, and that payment of amounts totaling $387, is authorized as provided in the contract. 071l0/20121UP&PIKOhlsonlltem

20 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 10 th day of July, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Muratore, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) APPROVED AS TO FORM: By SUSAN ~ CALA WOOD, City Attorney 07110/20121UP&PIKOhlsonlltem

21 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION APPROVING THE PLANS AND SPECIFICATIONS FOR THE SYLVAN AND LITT IMPROVEMENT PROJECT, ACCEPTING THE BID, AND APPROVING A CONTRACT WITH DSS COMPANY DBA KNIFE RIVER CONSTRUCTION OF STOCKTON, CALIFORNIA IN THE AMOUNT OF $4,854, AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE THE CONTRACT WHEREAS, plans and specifications have been prepared for the Sylvan and Litt Improvement Project and City staff recommends approval by the City Council, and WHEREAS, the bids received for the Sylvan and Litt Improvement Project were opened at 11:00 a.m. on June 19,2012, and later tabulated by the Director of Community and Economic Development for the consideration of the Council, and WHEREAS, the Director of Community and Economic Development has recommended that the bid of $4,854,281.31, received from DSS Company dba Knife River Construction of Stockton, California, be accepted as the lowest responsive and responsible bid and the contract be awarded to DSS Company dba Knife River Constrnction, NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the plans and specifications for the Sylvan and Litt Improvement Project, accepts the bid of DSS Company dba Knife River Construction of Stockton, California, in the amount of$4,854,281.31, and awards DSS Company dba Knife River Construction the contract for the Sylvan and Litt Improvement Project. BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to execute the contract. 071l0/2012/C&EDIUP&PNDionlItem

22 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 10 th day of July, 2012, by Councilmember Burnside, who moved its adoption, which motion being duly seconded by Councilmember Lopez, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None Cogdill ATTEST: (SEAL) APPROVED AS TO FORM: By: 07fI0!2012fC&ED/UP&PIVDion/ltem

23 MODESTO CITY COUNCIL RESOLUTION NO A RESOLUTION AUTHORIZING AWARD OF THE MANAGED COMPETITION PROPOSAL FOR THE MANAGEMENT, MAINTENANCE, AND OPERATIONS OF THE MODESTO CENTRE PLAZA (MCP) TO MODESTO HOSPITALITY LESSEE, LLC (DOUBLE TREE) FOR A THREE (3) YEAR AGREEMENT WITH TWO (2) ONE-YEAR EXTENSION OPTIONS FOR AN ESTIMATED AVERAGE ANNUAL COST OF $133,000, PLUS INCENTIVE FEES, FOR A FIVE (5) YEAR COST OF $663,075, PLUS INCENTIVE FEES AND DIRECTING STAFF TO NEGOTIATE A MANAGEMNT AGREEMENT WITH MODESTO HOSPITALITY LESSEE, LLC FOR THE MANAGEMENT, MAINTENANCE AND OPERATIONS OF THE MODESTO CENTRE PLAZA WHEREAS, the City of Modesto currently manages, maintains, and operates the Modesto Centre Plaza a multipurpose convention center, and WHEREAS, the Centre Plaza was created to serve the community, and WHEREAS, the City's internal auditing firm Moss Adams LLP was tasked with conducting a management review of the Centre Plaza, and WHEREAS, one of the objectives of the management review was to evaluate the ongoing financial stability of the operation and subsidy levels and determine whether the business was a candidate for outsourcing or privatization, and WHEREAS, the Moss Adams concluded that options did exist for outsourcing the operations, and WHEREAS, given that conclusion and the tough economic conditions the City seeks to explore the option of outsourcing the management, maintenance and operations of the Centre Plaza in order to reduce the City's overall cost of operations, and WHEREAS, the outsourcing option was conducted through a managed competition formal Request for Proposal (RFP) process, and 07/ Finance!l\1Averelilltem

24 WHEREAS, by authority of Council Resolution No titled "Competitive Delivery of City Services" representatives of both the Modesto City Employees Association (MCEA) and the Modesto Confidential and Management Association (MCMA) were noticed of the proposed RFP and were given the opportunity to submit a proposal, and WHEREAS, the resolution also gives the City Manager the authority to consider retaining consultant assistance to help the City team prepare its proposal and the City Manager granted that assistance at a departmental cost of $25,000 for the services, and WHEREAS, RFP No was issued to seven (7) prospective proposers and three (3) responses were received. Two (2) responses were deemed responsive. The two (2) responsive proposers were: Modesto Confidential Management Association (MCMA) and Modesto City Employees Association (MCEA) Modesto Hospitality Lessee, LLC (Double Tree), and WHEREAS, responses were evaluated by a committee comprised of City and County staff, a subject matter expert (SME), a representative from a local non-profit organization and an auditor from the City's audit firm Moss Adams, and WHEREAS, the issuance of the formal RFP conformed to Section of the Modesto Municipal Code WHEREAS, based on scoring highest in total evaluation criteria as determined by the evaluation committee, a majority (3/2) of the evaluation committee members recommended award of proposal to Modesto Hospitality Lessee, LLC (Double Tree) 07/ FinancelMAverelilItem

25 NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby authorizes the award of the managed competition proposal for the management, maintenance, and operations of the Modesto Centre Plaza (MCP) to Modesto Hospitality Lessee, LLC (Double Tree) for a three (3) year agreement with two (2) one-year extension options for an estimated average annual cost of$133,000, plus incentive fees, for a five (5) year cost of$663,075, plus incentive fees and directing staff to negotiate a management agreement with Modesto Hospitality Lessee, LLC for the management, maintenance and operations of the Modesto Centre Plaza (MCP). The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the loth day of July, 2012, by Councilmember Cogdill, who moved its adoption, which motion being duly seconded by Councilmember Geer, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Muratore, Mayor Marsh Lopez None ATTEST: (SEAL) APPROVED AS TO FORM: By: ~ SUS~A ALCALA WOOD, City Attorney 07/10/2012Finance&1AvereIllltem

26 . A CalPERS California Public Employees' Retirement System AMENDMENT TO CONTRACT Between the Board of Administration California Public Employees' Retirement System and the City Council City of Modesto The Board of Administration, California Public Employees' Retirement System, hereinafter referred to as Board, and the governing body of the above public agency, hereinafter referred to as Public Agency, having entered into a contract effective August 1, 1946, and witnessed July 27, 1946, and as amended effective December 1, 1950, July 1, 1956, July 1, 1959, November 1, 1959, January 1, 1960, October 1, 1962, January 1,1969, May 1, 1973, May 1, 1974, June 24,1975, March 28, 1978, July 4, 1978, November 1, 1980, October 20, 1981, June 29, 1982, October 15, 1985, June 24, 1986, April 14, 1987, November 22,1991, July 25,1997, November 7,2000, June 19, 2001, July 2,2002, June 26,2007, August 1, 2008, March 6, 2009 and January 17, 2012 which provides for participation of Public Agency in said System, Board and Public Agency hereby agree as follows: A. Paragraphs 1 through 16 are hereby stricken from said contract as executed effective January 17, 2012, and hereby replaced by the following paragraphs numbered 1 through 16 inclusive:

27 1. All words and terms used herein which are defined in the Public Employees' Retirement Law shall have the meaning as defined therein unless otherwise specifically provided. "Normal retirement age" shall mean age 55 for local miscellaneous members entering membership in the miscellaneous classification on or prior to January 17, 2012, age 60 for local miscellaneous members entering membership for the first time in the miscellaneous classification after January 17, 2012, age 50 for local fire members entering membership in the fire classification on or prior to January 17, 2012 and for those local police members entering membership in the police classification on or prior to the effective date of this amendment to contract, age 55 for local fire members entering membership for the first time in the fire classification after January 17, 2012 and for local police members entering membership for the first time in the police classification after the effective date of this amendment to contract. 2. Public Agency shall participate in the Public Employees' Retirement System from and after August 1, 1946 making its employees as hereinafter provided, members of said System subject to all provisions of the Public Employees' Retirement Law except such as apply only on election of a contracting agency and are not provided for herein and to all amendments to said Law hereafter enacted except those, which by express provisions thereof, apply only on the election of a contracting agency. 3. Public Agency agrees to indemnify, defend and hold harmless the California Public Employees' Retirement System (CaIPERS) and its trustees, agents and employees, the CalPERS Board of Administration, and the California Public Employees' Retirement Fund from any claims, demands, actions, losses, liabilities, damages, judgments, expenses and costs, including but not limited to interest, penalties and attorneys fees that may arise as a result of any of the following: (a) (b) (c) Public Agency's election to provide retirement benefits, provisions or formulas under this Contract that are different than the retirement benefits, provisions or formulas provided under the Public Agency's prior non-caipers retirement program. Public Agency's election to amend this Contract to provide retirement benefits, provisions or formulas that are different than existing retirement benefits, provisions or formulas. Public Agency's agreement with a third party other than CalPERS to provide retirement benefits, provisions, or formulas that are different than the retirement benefits, provisions or formulas provided under this Contract and provided for under the California Public Employees' Retirement Law.

28 . ' (d) Public Agency's election to file for bankruptcy under Chapter 9 (commencing with section 901) of Title 11 of the United States Bankruptcy Code and/or Public Agency's election to reject this Contract with the CalPERS Board of Administration pursuant to section 365, of Title 11, of the United States Bankruptcy Code or any similar provision of law. (e) (f) (g) Public Agency's election to assign this Contract without the prior written consent of the CaIPERS' Board of Administration. The termination of this Contract either voluntarily by request of Public Agency or involuntarily pursuant to the Public Employees' Retirement Law. Changes sponsored by Public Agency in existing retirement benefits, provisions or formulas made as a resu lt of amendments, additions or deletions to California statute or to the California Constitution. 4. Employees of Public Agency in the following classes shall become members of said Retirement System except such in each such class as are excluded by law or this agreement: a. Local Fire Fighters (herein referred to as local safety members); b. Local Police Officers (herein referred to as local safety members); c. Employees other than local safety members (herein referred to as local miscellaneous members). 5. In addition to the classes of employees excluded from membership by said Retirement Law, the following classes of employees shall not become members of said Retirement System: a. POLICE COURT EMPLOYEES; b. ALL HOURLY RATED OR HOURLY BASIS EMPLOYEES HIRED ON AND AFTER OCTOBER 1, 1962; AND c. CITY COUNCIL MEMBERS ELECTED INTO OFFICE ON OR AFTER AUGUST 1, 2008.

29 6. Assets heretofore accumulated with respect to members in the local retirement system have been transferred to the Public Employees' Retirement System and applied against the liability for prior service incurred thereunder. That portion of the assets so transferred which represent the accumulated contributions (plus interest thereof) required of the employees under said local system has been credited to the individual membership account of each such employee under the Public Employees' Retirement System. 7. The percentage of final compensation to be provided for each year of credited prior and current service as a local miscellaneous member entering membership in the miscellaneous classification on or prior to January 17, 2012 shall be determined in accordance with Section of said Retirement Law, subject to the reduction provided therein for service on and after January 1, 1956, the effective date of Social Security coverage, and prior to June 30, 1978, termination of Social Security, for members whose service has been included in Federal Social Security (2% at age 55 Full and Modified). 8. The percentage of final compensation to be provided for each year of credited current service as a local miscellaneous member entering membership for the first time in the miscellaneous classification after January 17, 2012 shall be determined in accordance with Section of said Retirement Law (2% at age 60 Full). 9. The percentage of final compensation to be provided for each year of credited prior and current service as a local fire members entering membership in the fire classification on or prior to January 17, 2012 and for those local police members entering membership in the police classification on or prior to the effective date of this amendment to contract shall be determined in accordance with Section of said Retirement Law (3% at age 50 Full). 10. The percentage of final compensation to be provided for each year of credited current service as a local fire member entering membership for the first time in the fire classification after January 17, 2012 and for those local police members entering membership for the first time in the police classification after the effective date of this amendment to contract shall be determined in accordance with Section of said Retirement Law (3% at age 55 Full). 11. Public Agency elected and elects to be subject to the following optional provisions: a. Section (One-Time 5% Increase ). Legislation repealed said Section effective January 1, 1980.

30 b. Section (One-Time 5% Increase ). Legislation repealed said Section effective January 1, c. Section (One-Time 15% Increase for Local Miscellaneous Members Who Retired or Died Prior to July 1, 1971). Legislation repealed said Section effective January 1, d. Section (Increased Level of 1959 Survivor Benefits) for local miscellaneous members only. e. Section (One-Year Final Compensation) for local fire members entering membership on or prior to January 17, 2012 and miscellaneous members entering membership on or prior to January 17, 2012 and for those local police members entering membership on or prior to the effective date of this amendment to contract. f. Section (Improved Nonindustrial Disability Allowance) for local miscellaneous members only. g. Sections 21624, and (Post-Retirement Survivor Allowance) for local safety members and local miscellaneous members entering membership on or prior to October 20, h. Section (One-Time 3% to 15% Increase For Local Miscellaneous Members and Local Safety Members Who Retired or Died Prior to January 1, 1974). Legislation repealed said Section effective January 1, I. Section (Different Level of Benefits). Sections 21624,21626, and (Post-Retirement Survivor Allowance) are not applicable to local miscellaneous members entering membership for the first time in the miscellaneous classification after October 20, Section Full formula) and Section (Three Year Final Compensation) are applicable to local miscellaneous members entering membership for the first time in the miscellaneous classification after January 17, Section Full formula) and Section (Three Year Final Compensation) are applicable to local fire members entering membership for the first time in the fire classification after January 17, 2012.

31 Section Full formula) and Section (Three Year Final Compensation) are applicable to local police members entering membership for the first time in the police classification after the effective date of this amendment to contract. J. Section (One-Time 4% Increase For Local Miscellaneous Members and Local Safety Members Who Retired or Died Prior to January 1, 1981). Legislation repealed said Section effective January 1, k. Section (One-Time 15% Increase for Certain Members Who Retired for Service Retirement). repealed said Section effective January 1, Local Safety Legislation I. Section (Military Service Credit as Public Service). m. Section (Indexed Level of 1959 Survivor Benefits) for local safety members only. n. Section (Alternate Death Benefit for Local Fire Members Credited with 20 or More Years of Service). o. Section (Partial Service Retirement) for local miscellaneous members only. 12. Public Agency, in accordance with Government Code Section 20790, ceased to be an "employer" for purposes of Section effective on March 28, Accumulated contributions of Public Agency shall be fixed and determined as provided in Government Code Section 20834, and accumulated contributions thereafter shall be held by the Board as provided in Government Code Section Public Agency shall contribute to said Retirement System the contributions determined by actuarial valuations of prior and future service liability with respect to local miscellaneous members and local safety members of said Retirement System. 14. Public Agency shall also contribute to said Retirement System as follows: a. Contributions required per covered member on account of the 1959 Survivor Benefits provided under Section of said Retirement Law. (Subject to annual change.) In addition, all assets and liabilities of Public Agency and its employees shall be pooled in a single account, based on term insurance rates, for survivors of all local safety members.

32 b. A reasonable amount, as fixed by the Board, payable in one installment within 60 days of date of contract to cover the costs of administering said System as it affects the employees of Public Agency, not including the costs of special valuations or of the periodic investigation and valuations required by law. c. A reasonable amount, as fixed by the Board, payable in one installment as the occasions arise, to cover the costs of special valuations on account of employees of Public Agency, and costs of the periodic investigation and valuations required by law. 15. Contributions required of Public Agency and its employees shall be subject to adjustment by Board on account of amendments to the Public Employees' Retirement Law, and on account of the experience under the Retirement System as determined by the periodic investigation and valuation required by said Retirement Law. 16. Contributions required of Public Agency and its employees shall be paid by Public Agency to the Retirement System within fifteen days after the end of the period to which said contributions refer or as may be prescribed by Board regulation. If more or less than the correct amount of contributions is paid for any period, proper adjustment shall be made in connection with subsequent remittances. Adjustments on account of errors in contributions required of any employee may be made by direct payments between the employee and the Board. B. This amendment shall be effective on the 11 day of September, 2012 BOARD OF ADMINISTRATION PUBLIC EMPLOYEES' RETIREMENT SYSTEM BY ~ ltfjjtv ~ '3A am.jl BYY~',NJ4~~~~o-- KAREN DE FRANK, CHIFF Prsc piu CUSTOMER ACCOUNT SERVICES DIVISION M yo Gar rad Marsh PUBLIC EMPLOYEES' RETIREMENT SYSTEM August 21, 2012 Witness Date AMENDMENT CalPERS ID # PERS-CON-702A Attest: yj~~ Clerk~ St ephanie Lopez, City Clerk

33 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 10 th day of July, 2012, by Councilmember Lopez, who moved its adoption, which motion is being duly seconded by Councilmember Gunderson, was upon roll call carried and the resolution adopted the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) APPROVED AS TO FORM: By: SUSAN 071l0/2012IHRlRHarlessJItem

34 MODESTO CITY COUNCIL RESOLUTION NO A RESOLUTION APPROVING A SEVERANCE PACKAGE WHICH INCLUDES SEVERANCE PAY, HEALTH BENEFITS, EMPLOYEE ASSISTANCE PROGRAM AND INTERVIEW LEAVE FOR EMPLOYEES SUBJECT TO LAYOFF DUE TO AN AUTHORIZED REDUCTION IN FORCE WHEREAS, the City has projected a budget shortfall for Fiscal Year as a result of the economic downturn, and WHEREAS, the layoff of some full time employees is inevitable, and the City desires to establish a severance package to include Severance Pay, Health Benefits and Interview Leave for employees subject to an authorized reduction in force due to budget reductions, NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby authorizes the City to offer a Severance Package to eligible employees upon layoff as outlined in Exhibit A, entitled, "City of Modesto Severance Package Upon Layoff." BE IT FURTHER RESOLVED, that the City Manager, or his designee, is hereby authorized to sign implementation documents. 07/10/2012IHRJJLope7JItem 16 20]2 290

35 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 10 th day of July, 2012, by Councilmember Gunderson, who moved its adoption, which motion being duly seconded by Councilmember Lopez, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None ABSENT: (SEAL) None ATTEST: YJ~ I/~. I A \ +--V STE~ City ler APPROVED AS TO FORM: By: SUSANA WOOD, City Attorney 07/10/2012IHRlJLopezl1tem

36 City of Modesto layoff and Severance Benefits FY Important Note: The benefits listed below for Severance Pay, Health Contribution, Interview leave and Extended EAP Benefits have been negotiated by the City and the Modesto Confidential and Management Association (MCMA). Severance Pay Employees in the classified service shall be paid Severance Pay in the amount of two (2) pay periods (four weeks) base salary upon layoff. Such pay shall be calculated based upon the employee's regular base pay, excluding acting pay, assignment pay, shift differential or other special pays. In addition, employees with six (6) or more full years of service are eligible for additional severance pay as follows: Employees with six (6) to eight (8) years of services would receive one additional week of severance pay for a total of five (5) weeks, employees with nine (9) to eleven (11) years of service would receive two additional weeks of severance pay for a total of six (6) weeks, employees with twelve (12) to fourteen (14) years of service would receive three additional weeks of severance pay for a total of seven (7) weeks and employees with more than fourteen (14) years of service would receive a total of eight (8) weeks of severance. At time of layoff, an employee shall have the option to receive Severance Pay in a lump sum payment or in the form of a contribution of equal value by the City to the employee's deferred compensation plan, subject to all appropriate IRS regulations and limitations. If you elect to have all or part of your severance pay in the form of deferred compensation, please contact the Employee Benefits Coordinator immediately at These severance benefits are offered to employees by the City as an indication of the value the City places on its employees. It is a requirement that should the employee be re-hired by the City within four (4) weeks from the date of separation, the employee shall return the salary portion of the severance package less the period of time the employee was separated from the City. Health Contribution Employees in the classified service who receive Severance Pay shall also be eligible to receive the City's contribution to health, dental and vision premiums for a period of four (4) to eight (8) weeks following layoff. The amount of this contribution shall be the same as that provided to active employees, except that that amount shall not include the equivalent of any in-lieu deferred compensation. The duration of the premium contributions shall be for the same number of weeks as the severance pay provision (4-8 weeks depending on years of service). The contribution shall be paid directly to the insurance carriers. (See section below on continuation of coverage under COBRA.) Attachment 1

37 2 Interview Leave Employee in the classified service shall be eligible for Interview Leave upon notification by their Department Director that they may be laid off. Employees who elect to demote in-lieu of layoff are also eligible. An employee may be granted up to fifteen (15) hours of paid leave for the purpose of participating in employment interviews or examinations with other employers. As with other leave requests, Interview Leave is subject to approval, in advance, by the supervisor. Employees must provide supervisors with sufficient advance notice and employees may be required to provide verification of the scheduled interview or examination. Interview Leave in excess of fifteen (15) hours may be granted with the written approval of the Department Director. For timesheet recording of Interview Leave, use pay code 59. Cash out of Leave Accruals Employees who are laid off shall be paid for all accrued and earned holiday, vacation, overtime and management/confidential leave. Employees with at least five (5) years of continuous City service may cash out sick leave at 25% of accrued hours, or the employee may elect to leave sick leave on the books. If the sick leave is left on the books and the employee is not reinstated within two (2) years from the date of layoff, (and/or in accordance with the appropriate MOU), the employee shall be paid for said accrued sick leave (25%) at the employee's hourly rate of compensation at the time of layoff. If you elect to leave your sick leave on the books, please contact the Human Resources Department immediately. Employees with less than five (5) years of continuous City service will automatically have their sick leave left on the books. However, if they are not reinstated within two (2) years, or in accordance with the appropriate MOU, there shall be no payout of the sick leave hours. Deferred Compensation (ICMA Retirement Corporation) Most regular employees have been contributing a percentage of their salary into a deferred compensation plan. The City has been contributing another 1 % - 2.5% for the employee to the same account. In addition, if an employee does not have dependent coverage on health benefits or has opted-out of health coverage, the City has been making in-lieu contributions to the employee's account. If an employee has one or more years of service at the time of layoff, the employee is entitled to a refund of the City's contributions as well as the employee's contributions upon layoff. Employees with less than one year of service are entitled to a refund of the employee's contributions, only. Refund payments from the employee's deferred compensation account may be made according to any of the following schedules: 1. in a one-time lump sum, Exhibit A

38 2. payment over a specified period of years, 3. payment over life expectancy, until account is exhausted, 4. equal payments until account is exhausted, 5. irregular schedule option. 3 Refunds are usually issued within 30 days, if requests are received by ICMA by the first day of a month. Deferred Compensation forms will be provided to employees upon layoff (ICMA will not accept withdrawal forms in advance). Public Employees' Retirement System When employees leave City service, they are entitled to receive a refund from the Public Employees' Retirement System or they have the option of leaving their contributions in the retirement system. Those employees wishing to cash out will receive a refund of the employee's contributions plus interest. A refund terminates your membership, and you will not be eligible for any retirement benefits unless you return to PERS membership at a later date. There are advantages to leaving your contributions on deposit with PERS, especially if you are hoping to be reinstated to City of Modesto employment or if you might seek employment with another PERS-covered agency or an agency that has reciprocity with PERS (e.g. Stanislaus County). If you eventually return to the City or to other PERS-covered employment and you have cashed out your contributions, your previous years of service with the City will not count toward your retirement While you can "buy back" these PERS service credits at a later date, you can only do so while you are employed by a PERS-covered agency, and it can be very expensive. Employees are encouraged to carefully consider whether withdrawing PERS contributions is the right choice for their particular situation. Once application is made to PERS for a withdrawal, it usually takes 6 to 8 weeks for a refund. The City does not keep account balances for PERS accounts. However, the Employee Benefits Coordinator in the City's Human Resources Office may be able to assist you in estimating your PERS balance. Withdrawal forms will be provided to employees upon layoff. (PERS will not accept withdrawal forms in advance). Continuation of Health, Dental and Vision Benefits (COBRA) COBRA allows employees and their eligible dependents to elect to continue group health, dental and vision benefits under the health plan the employee is currently enrolled in, at the employee's expense. (See section on Health Contribution, providing for 4-8 weeks premium contribution by the City). In the event of a "qualifying event," an employee has 60 days to elect coverage under COBRA. An employee's layoff is considered a "qualifying event" If an employee has access to another group health plan, the COBRA conversion does not apply. Exhibit A

39 4 Based on the Federal guidelines, if an employee is laid off, the employee may continue health benefits for up to 36 months. Monthly premium payments are made by the employee to the City of Modesto. As long as payments are made in a timely manner, there will not be a lapse in coverage. The premium varies depending on the health plan. Premiums can be paid to continue coverage for the employee only, as well as the employee with dependents. Under most plans, coverage can be limited to health (dropping dental and vision) if the employee so chooses. If you have any questions about continuing health, dental and vision coverage, please contact the Employee Benefits Coordinator at Employee Assistance Program Employees currently have available to them an Employee Assistance Program (EAP) counseling benefit. The City's EAP provides assessment, counseling and referral services for personal problems that may affect employees and their families. This confidential counseling is provided by the PacifiCare Behavioral Health. To schedule an appointment, simply call PacifiCare Behavioral Health and identify yourself as an employee (or spouse) of the City of Modesto. The phone number is Current employees and dependents are covered for up to three visits each, per year (July 1 - June 30). The EAP counseling benefit will be extended to the laid off employee and/or spouse for a period of six (6) months from date of layoff, not to exceed six (6) visits per family. This benefit will be at no cost to the employee. If you have any questions regarding the EAP, please feel free to call PacifiCare Behavioral Health, or the City's Employee Benefits Coordinator at All calls and inquiries will be confidential. Reinstatement Employees who are laid off shall have their names placed on a departmental reinstatement list, by classification and by reverse order of layoff. Vacant positions within the department and the classification series (customary promotional progression) shall first be offered to employees on the appropriate classification reinstatement list for that department. Employees who are laid off will also be considered for vacancies in other departments. Employees on a reinstatement list will be strongly considered for vacancies, Citywide, for their specific classification, (and may be given preference) prior to the City considering applicants on a valid eligible list for that classification. The eligibility of individuals on the reinstatement list shall extend for a period of two (2) years from date of layoff and/or in accordance with the appropriate MOU. Eligibles not responding to a written notification of an opening within fourteen (14) calendar days shall have their names removed from the reinstatement list. It is the individual's responsibility Exhibit A

40 5 to keep the City of Modesto Human Resources Department informed of any change of address. If an individual is reinstated from a reinstatement list within six (6) months of layoff to the same position in the same department, no new probationary period shall be required. All other appointments from a reinstatement list shall require that a new probationary period be served. The City encourages Departments to consider employees on these reinstatement lists for interviews when filling vacancies that would be considered lateral moves or demotions for the employee (where the vacancy is at the same, or lower, Salary Range as the employee, where the employee holds the minimum knowledges, skills, abilities, experience and/or education of the vacant position, but where the vacant position is not in the customary promotional progression of the laid off employee). Job Search Assistance For a period of three (3) months following date of layoff, Human Resources Department staff and administrative support staff from other departments will provide job search and job application assistance to laid off employees. Assistance will include: * Preparation of resumes * Typing of application and/or resumes * Free photocopying of applications and/or resumes * Free photocopying of job flyers from other agencies * Brochures on benefits and job search from EDD. * A staff prepared guide to Resume Preparation * A staff prepared guide to Job Search and Interviewing * A list of local Regular and Temporary Employment Agencies * Access to an assortment of job flyers from other agencies In addition, laid off employees are encouraged to provide resumes to the Human Resources Department so that staff can contact them by phone in the event job leads are reported to the Human Resources Department. Exhibit A

41 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION APPROVING A PROPOSED AGREEMENT INCLUDING LANGUAGE CHANGES FOR A SUCCESSOR MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF MODESTO AND MODESTO CONFIDENTIAL AND MANAGEMENT ASSOCIATION (MCMA) FOR A TERM OF JUNE 19, 2012 TO SEPTEMBER 23, 2013 AND AUTHORIZING THE DIRECTOR OF HUMAN RESOURCES AND CITY MANAGER TO TAKE THE NECESSARY ADMINISTRATIVE ACTION TO IMPLEMENT THE AGREEMENT WHEREAS, the current Memorandum of Understanding (MOU) between the City of Modesto (CITY) and the Modesto Confidential and Management Association (MCMA) expired on June 18,2012, and WHEREAS, representatives of the CITY and the MCMA have met and conferred in good faith concerning wages, hours, terms and conditions of employment for employees in said bargaining unit, and WHEREAS, the CITY and MCMA have reached agreement on language changes for a successor MOU which, upon execution, shall be attached hereto and made a part hereof, and WHEREAS, the MOU provides as follows: SECTION 1. TERM. The term of the MOU shall be from June 19,2012 to September 23, SECTION 2. MANDATORY FURLOUGHS. For FY , each bargaining unit member shall take 40-hours of mandatory furloughs totaling 1.9% salary deduction taken in equalized payroll deductions. Bargaining unit members will take these furlough hours on December 24,26-28, and 31, /10/2012/HRlJLope7J1tem

42 SECTION 3. SALARY RATES AND RANGES. On July 2, 2013, employees will receive a 1.5% salary increase. SECTION 4. INITIAL STEP PLACEMENT. Salary range will be converted from a nine (9) step progression to a five (5) step progression. SECTION 5. SICK LEA VEe Employees hired on or before December 31,2010 who retire from the City on or after August 14, 2012 will have the option to have ninety percent (90%) of their unused sick leave accrued up to August 13, 2012 applied upon retirement toward health insurance premiums. All sick leave hours accrued on or after August 14, 2012 shall not be converted toward retiree medical. SECTION 6. CATASTROPHIC LEAVE. MCMA desires to initiate participation in State Disability Insurance (SDI) program for all employees in the unit The City agrees to the coordination of benefits so long as there is no financial or administrative cost to the City. Two full quarters after implementation of SDI, the parties agree to eliminate the Catastrophic Leave Program. SECTION 7. LICENSE CERTIFICATES, REGISTRATION. Employees required to obtain a certificate, license or registration in order to carry out the duties assigned, except a California Class C Driver's License, the City will reimburse the costs associated with obtaining and renewing the license, certificate or registration subject to Department Director approval for standard preparatory training and study material; required prerequisite classes or training; for non-exempt employees, the time required to attend any required class or exam to obtain or renew a license, certificate or registration shall be considered as hours worked; and sufficient CEU eligible activities for the employee to retain eligibility for renewal of the license, certificate or registration. 07!10/2012IHRIJLope7i1tem

43 SECTION 8. PAY DIFFERENTIALS. Police Civilian Supervisor shall be paid shift differential of $6.00 per hour for any shift beginning on or after 12 noon up to 4:29pm and $8.00 per hour for any shift beginning on or after 4:30pm. SECTION 9. RETIREE HEALTH INSURANCE. Employees hired on or before December 31,2010 who retire from the City on or after August 14, 2012, the monthly contribution towards medical for retirees who converted sick leave hours accrued on or before August 13,2012, shall be frozen and not exceed the following amounts: Up to $1,100 for retirees with dependent coverage; up to $621 for retirees without dependent coverage. Effective July 2, 2013, employees hired on or before December 31, 2010 shall receive a contribution of$25.00 per month into a Health Reimbursement Arrangement (HRA) account. SECTION 10. RETIREMENT. Effective July 17, 2012 employees hired prior to January 17,2012 (Tier 1) shall increase their portion of the employee contribution from four-tenths (0.4%) percent by three and three tenths (3.3%) percent for a total of three and seven tenths (3.7%) percent contribution. SECTION 11. RETIREMENT. Effective July 2,2013 employees hired prior to January 17, 2012 (Tier 1) shall increase their portion of the employee contribution from three and seven-tenths (3.7%) percent by three and three tenths (3.3%) percent for a total of seven (7%) percent contribution. SECTION 12. LABOR MANAGEMENT COMMITTEE. The City and MCMA agree to hold no less than three (3) meetings commencing no later than August 1, 2012 and completed by October 1,2012 to resolve the following: 071l HR1JLopezlltem

44 L Define leave accrual exhaustion requirement for exempt employees 2. ClarifY call duty requirement for exempt employees 3. Discuss removal of management leave exhaustion requirement SECTION 13. CONTINUATION OF REMAINING PROVISIONS. Except as provided above, the remaining provisions of the June 22, 2010, through June 18, 2012, MOU between the CITY and MCMA shall continue in the new MOU. The exact language of all provisions shall be set forth in the MOU between the CITY and MCMA. WHEREAS, the Council considered this matter at its meeting of July 10, 2012, NOW, THEREFORE, BE IT RESOLVED by the Council ofthe City of Modesto that the Council hereby approves the language changes for a successor Memorandum of Understanding between the City of Modesto and the Modesto Confidential and Management Association, which covers a term from June 19,2012 through September 23,2013, and upon execution of same, a copy of the MOU will be on file in the office of the City Clerk. 07/I0/20121HR1JLopezlltem

45 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 10 th day of July, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Burnside, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None ATTEST: IELOPEZ'~~ (SEAL) APPROVED AS TO FORM: BY:~ SUSAlfA ALCALA WOOD, City Attorney 071l012012IHRfJLopeziltem

46 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION AMENDING A LABOR POLICY FOR PAYING AND REPORTING THE VALUE OF EMPLOYER PAID MEMBER CONTRIBUTIONS TO THE CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM (CALPERS) ON BEHALF OF EMPLOYEES REPRESENTED BY THE MODESTO CONFIDENTIAL AND MANAGEMENT ASSOCIATION (MCMA) WHEREAS, by Resolution No adopted by the Council, the City adopted a labor policy providing for Public Employees' Retirement System (PERS) employee contributions to be paid by the City on behalf of employees and for reporting of employer-paid normal member contributions to PERS as compensation, and WHEREAS, the governing body of the City of Modesto has the authority to implement Government Code Section 20636(c)(4) pursuant to Section 20691, and WHEREAS, the governing body of the City of Modesto has a written labor policy or agreement which specifically provides for the normal member contributions to be paid by the employer, and reported as additional compensation, and WHEREAS, one of the steps in the procedures to implement Section is the adoption by the governing body of the City of Modesto of a Resolution to commence paying and reporting the value of said Employer Paid Member Contributions, and WHEREAS, the governing body has the authority to amend all members in a group or class of employment pursuant to Government Code Section as follows: NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto Effective July 17,2012, Miscellaneous employees hired before January 17,2012, the City of Modesto elects to pay three and three-tenths percent (3.3%) of the normal 07/101Z01ZIHRIJLopez/!tem

47 member contributions of seven percent (7%) as employer paid member contributions and report the same value to CalPERS as compensation earnable as additional compensation. Effective july 17,2012, Miscellaneous employees hired on or after January 17, 2012, the City of Modesto elects to pay zero percent (0%) of the normal member contributions of seven percent (7%). No payment shall be implemented pursuant to the provisions of Section (c)(4) of the California Government Code. Effective July 2, 2013, the City of Modesto elects to pay zero percent (0%) of the normal member contributions of seven percent (7%) for all Miscellaneous employees. No payment shall be implemented pursuant to the provisions of Section (c)(4) of the California Government Code. BE IT FURTHER RESOLVED that this Resolution shall become effective on July 17, BE IT FURTHER RESOLVED that effective July 17,2012 Resolution No is herby repealed in its entirety. 07/10120l2IHRlJLopezlltem

48 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 10 th day of July, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Burnside, was upon roll call camed and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) APPROVED AS TO FORM: 07/IO/Z012/HRlJLopeziitem

49 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION APPROVING A PURCHASE AGREEMENT FOR A TEMPORARY CONSTRUCTION EASEMENT BETWEEN THE CITY OF MODESTO AND MOHAMMED S. HUSSAIN & KHAIRUL N. HUSSAIN, FOR A 907 SQ. FT. (0.021 ACRES) PARCEL OF LAND (APN ), IN THE AMOUNT OF $3,200.00, FOR THE PELANDALE A VENUE/SR 99 INTERCHANGE RECONSTRUCTION PROJECT, AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE THE AGREEMENT AND ALL RELATED DOCUMENTS REQUIRED TO CLOSE ESCROW WHEREAS, the City of Modesto is planning a project to reconstruct the Pelandale Avenue/SR 99 Interchange, and WHEREAS, the Project will alleviate congestion and improve operations of the Pelandale Avenue and SR 99 Interchange, and WHEREAS, the City of Modesto has obtained lead agency status from the California Department of Transportation for the Project, and WHEREAS, staff has identified a 907 sq. ft. (0.021 acres) portion of a parcel of APN for a Temporary Construction Easement to improve the roadway on Salida Boulevard as part of the capital improvements identified for the Project, and WHEREAS, staff has completed the required environmental review for the Project, and WHEREAS, an Agreement is needed for the acquisition interests of the property, NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves a Purchase Agreement between the City of Modesto and Mohammed S. Hussain & Khairul N. Hussain, for a 907 sq. ft. (0.021 acres) Temporary Construction Easement, located at 4324 Salida Boulevard. (APN ), in the amount of$3,200 for the Pelandale Avenue/SR 99 Interchange Reconstruction Project. OS/08/2012/C&EDIBSandhuJltem

50 BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to execute the Agreement, and all related documents required to finalize the acquisition. The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 8 th day of August, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Burnside, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) APPROVED AS TO FORM: 08/08i20121C&EDIBSandhulltem

51 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO SIGN THE CERTIFICATE OF ACCEPTANCE FOR THE TEMPORARY CONSTRUCTION EASEMENT FOR THE ACQUISITION OF PROPERTY INTERESTS LOCATED AT 4324 SALIDA BOULEVARD, OWNED BY MOHAMMED S. HUSSAIN & KHAIRUL N. HUSSAIN, (APN ) TO BE PURCHASED BY THE CITY OF MODESTO FOR THE PELANDALE A VENUE/SR 99 INTERCHANGE RECONSTRUCTION PROJECT WHEREAS, Section of the Government Code requires a public agency to accept real property prior to the recordation of a deed or adopt a resolution accepting real property, and WHEREAS, the City of Modesto desires to acquire a 907 sq. ft. (0.021 acres) portion ofland for a Temporary Construction Easement located on Salida Boulevard, owned by Mohanuned S. Hussain & Khairul N. Hussain., (APN ), to be purchased by the City of Modesto for the Pelandale Avenue/SR 99 Interchange Reconstruction Project, NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that the City Manager, or his designee, is hereby authorized to sign the Certificate of Acceptance for the Temporary Construction Easement for the acquisition of property interests located at 4324 Salida Boulevard, owned by Mohammed S. Hussain & Khairul N. Hussain, (APN ) to be purchased by the City of Modesto for the Pelandale Avenue/SR 99 Interchange Reconstruction Project. 08/08120 l2ic&edibsandhulltem

52 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 8 th day of August, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Burnside, was upon roll call camed and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) APPROVED AS TO FORM: By: SUSAN ALCALA WOOD, City Attorney 08/08/2012/C&ED/BSandhuiltem

53 MODESTO CITY COUNCIL RESOLUTION NO A RESOLUTION APPROVING A MAINTENANCE AGREEMENT BETWEEN THE CITY OF MODESTO AND THE CALIFORNIA DEPARTMENT OF TRANSPORTATION FOR MAINTENANCE OF IMPROVEMENTS WITHIN STATE HIGHWAY RIGHT OF WAY ON ROUTE 132 WITHIN THE CITY OF MODESTO; AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE THE AGREEMENT WHEREAS, the project widened existing two-lane State Route 132 to a divided four-lane conventional highway from Riverside Drive to Garner/Clause Road to reduce congestion and improve traffic operations and safety of this arterial, and WHEREAS, on October 30,2006, Stanislaus Council of Govemments entered into a Construction Co-operative Agreement with California Department of Transportation for construction phase of the project, and WHEREAS, roadway construction for this project is completed, and the project is currently in close out process, and WHEREAS, this Maintenance Agreement is required by Caltrans prior to close out of the project, NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves a Maintenance Agreement between the City of Modesto and the California State Department of Transportation for maintenance of improvements within state highway right of way on Route 132 within the City of Modesto. BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to ekecute the Agreement. 08/ C&EDIBSandhuiltem

54 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 8 th day of August, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Burnside, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None ABSENT: None Al~T~~ STEPHAIELOPEiCity der (SEAL) APPROVED AS TO FORM: By: CALA WOOD, City Attorney 081OS/2012lC&EDIBSandhuJItem

55 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION APPROVING A WILL SERVE LETTER FOR THE PROPERTY LOCATED AT 2200 HOOVER AVENUE, MODESTO (APN: ) FOR A WATER FIRE SPRINKLER SYSTEM CONNECTION TO CITY O:F MODESTO'S EXISTING WATER SYSTEM, AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE TO SIGN THE WILL SERVE LETTER WHEREAS, on May 22, 2012, the City Council, by Resolution No , approved amending City Council Policy 5.001, and WHEREAS, Policy requires that the City Manager, upon the recommendation of the Director responsible for utility system planning, request City Council approval for all extensions of water and sewer services into unincorporated areas, and WHEREAS, the property located at 2200 Hoover Avenue is currently connected to the City water system for domestic use but requires a 6" connection for fire sprinklers, and WHEREAS, the property is located within the Beard Industrial Area within Modesto City limits, and in the City's Sphere ofinfluence, and WHEREAS, the property is inside, continuous to, or near the former service area of the Del Este Water Company, and WHEREAS, City staff has completed an analysis and determined that it is reasonable for the City of Modesto to extend water fire service to this property, and WHEREAS, it has been determined that sufficient water pressure and flow is available for fire usage by the proposed development, and WHEREAS, the proposed builcling meets all of the Stanislaus Consolidated Fire District's Fire Code requirements, and OSIOSI2012/C&EDIBSandhuiltem 6 20]2 296

56 WHEREAS, the water connection fees are paid and associated pennits will be obtained prior to beginning any on site construction, NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves a Water Will Serve letter for a water fire sprinkler system connection for the property located at 2200 Hoover Avenue, Modesto (APN ). BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to sign the Water Will Serve letter. The foregoing documents were introduced at a regular meeting of the Council of the City of Modesto held on the 8th day of August, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Burnside, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None ATTEST: (SEAL) APPROVED AS TO FORM: By: -=~~~~~~-=~~~~ SUS ALCALA WOOD, City Attorney 08/ fC&EDIBSandhulltem

57 MODESTO CITY COUNCIL RESOLUTION NO A RESOLUTION ADOPTING THE REVISED DEBT MANAGEMENT POLICY WHEREAS, pursuant to the City of Modesto Debt Management Policy, the City of Modesto is required to periodically review and update its Debt Management Policy to address changes to the primary objectives related to the City's debt and financing related activities, and WHEREAS, staff has identified the need to update the City's Debt Management Policy in order to continue to maintain cost-effective access to capital markets through prudent yet flexible policies; moderate debt principal and debt service payments through effective planning and project cash management; and achieve the highest practical credit ratings, and NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto, that it hereby adopts the Debt Management Policy, for consideration by this City Council, BE IT FURTHER RESOLVED that City staff is hereby authorized and directed to proceed with any and all actions deemed necessary or advisable, following the adopted policy gnidelines pursuant to this Resolution, in connection with the future issuances of the City Debt, for future consideration by this City Council. 08JO&/2012IFinanceIDEspinoza/Item

58 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 8 th day of August, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Burnside, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) APPROVED AS TO FORM: By: SUSA 08J08/2012/FinancefDEspinoza!Item

59 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION APPROVING A CONSULTING CONTRACT WITH CGI TECHNOLOGIES AND SOLUTIONS INC. IN THE AMOUNT NOT TO EXCEED $56,000 TO ANALYZE AND PRODUCE W-2c FORMS FOR CITY OF MODESTO EMPLOYEES AND MAGNETIC MEDIA FOR THE IRS FOR THE FOLLOWING FOUR CALENDAR YEARS: 2007, 2008, 2009, AND 2010 AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE ANY AND ALL RELATED DOCUMENTS WHEREAS, the City determined during the implementation of the COSMO ERP system that non-taxable wages in Box 12 on past years' W-2 forms were incorrectly reported by the legacy accounting system; and WHEREAS, taxable wages on past years' W-2 forms were correctly stated and not impacted by this error; and WHEREAS, the IRS informed the City that W -2 forms must be reissued for at least 4 prior calendar years to reflect updated and corrected information; and WHEREAS, the COSMO system generated correct W-2 forms for the 2011 calendar year; and WHEREAS, City staff does not possess the technical IT expertise required to generate the revised W-2c forms from the legacy accounting system; and WHEREAS, the City paid CGr Technologies $8,000 to verify that the City's legacy accounting system could produce corrected W -2c forms for calendar years 2007, 2008,2009, and 2010; and WHEREAS, COl Technologies possesses the expertise and ability to produce W- 2c forms for calendar years 2007, 2008, 2009, and 2010; and 08/ lFinancelDEspinoza/Item

60 WHEREAS, CGI Technologies possesses the expertise and ability to generate the magnetic media for submittal to the IRS for calendar years 2007, 2008, 2009, and 2010; and. WHEREAS, CGI Technologies will provide this service for an additional $48,000 for a total contract cost not to exceed $56,000. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the Consulting Agreement with CGI Technologies and Solutions Inc. of the following interests: analyze and produce W-2c forms for City of Modesto employees and magnetic media for the IRS for the following four calendar years: 2007, 2008,2009, and BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to execute the Agreement and all related documents. The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 8 th day of August, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Burnside, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None ABSENT: None (SEAL) By: _--'J-ri1::.1l'!1L_=-_- SUSANA ALA WOOD, City Attorney 08/08/2012JFinanceIDEspinozaJItem

61 MODESTO CITY COUNCIL RESOLUTION NO A RESOLUTION APPROVING AN ANNUAL RETAIL ADVERTISING CONTRACT WITH THE MODESTO BEE (MCCLATCHY NEWSPAPER GROUP); AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE THE CONTRACT WHEREAS, the City of Modesto is currently using the Modesto Bee (McClatchy Newspaper Group) as its primary advertising source for its advertising requirements, and WHEREAS, the advertising services are required for classified and legal advertisements as required by law, and for retail advertisements for public information purposes,and WHEREAS, the City's Purchasing Manager annually meets with the Modesto Bee and based on advertising volume commitments over the prior year identifies retail contract options which would best meet the City's retail advertising needs, and WHEREAS, the current retail contract has expired, and WHEREAS, the City's Purchasing Manager once again met with the Modesto Bee to discuss what contract renewal options would be available to the City, and WHEREAS, the Modesto Bee has agreed to renew the retail advertising contract for another year, and WHEREAS, the "non-profit no-commitment" will be at a contract rate of $51.68 per column inch, and WHEREAS, once signed, the advertising contract shall be implemented and tracked by the City's Purchasing Manager, and with the City's Public Information Officer assisting departments with their advertising needs, 08/08l2012IFinanceIMAvereU/Item

62 NOW, THEREFORE, BE IT RESOLVED by the Council of the City ofmodcsto that it hereby approves an annual retail advertising contract with the Modesto Bee (McClatchy Newspaper Group), consisting of onc contract for a retail "no-commitment" non-profit rate of $51.68 per column inch, and BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to execute the contract. The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 8 th day of August, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Burnside, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None ATTEST: (SEAL) APPROVED AS TO FORM: By: SUSAN 08/0S/2012/Finance/MAverelllItem

63 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION AMENDING THE FISCAL YEAR AND FISCAL YEAR ANNUAL OPERATING BUDGETS WHEREAS, a financial analysis has been completed and it has been determined that a budget adjustment is required to the Annual Budgets of the City of Modesto for Fiscal Years and , NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves amending the Fiscal Years and annual operating budgets as shown in Exhibit A, which is attached hereto and incorporated by reference herein. BE IT FURTHER RESOLVED that the Director of Finance, or her designee, is hereby authorized to take the necessary steps to implement the provisions of this resolution. The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 8 th day of August, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Burnside, was upon roll call carried and the resolution adopted by the following votes: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) APPROVED AS TO FORM: 08/0S12012JFinanceffSwearingenlitem

64 City Council, August 8,2012 Monthly Budget Adjustment Report EXHIBIT A The following budget adjustments relate to FY : FINANCE A budget adjustment is necessary for Fiscal Year to reduce $100,000 from CA Transportation grant revenue and increase $100,000 for a Surface Transportation Fund grant match transfer due to preliminary engineering cost incurring before the project was awarded which are considered ineligible cost and not covered through the Cal Transportation grant An adjustment is necessary to modify the budgeted expenses and revenues for the operating cost centers in the Surface Transportation Fund (1700). Due to various changes made to the adopted budget or recognized revenues the amount of gas tax funding necessary to fund the expenses needs to be modified to ensure only the essential amount is transferred to fund operations. PARKS, RECREATION AND NEIGHBORHOODS A budget adjustment is necessary to increase the existing transfer of $492,530 to $682,530, an increase of $190,000, from General Fund Reserves to the Community Center Operations Fund (4700), Centre Plaza, due to lower than expected room rental revenue. POLICE A budget adjustment is necessary to appropriate $150,000 from General Fund Reserves to the Traffic Offender Fund (1610) to accommodate a shortfall caused from a reduction in vehicle release revenues. Funding for this transfer will be obtained from FY departmental savings. PUBLIC WORKS A budget adjustment is necessary to appropriate $350,000 from Transit Reserves to Transit Maintenance to accommodate an increase in fuel costs in Fiscal Year for Modesto Area Express (MAX) buses. A budget adjustment is necessary to appropriate $350,000 from Transit Reserves to Transit Services for purchased transportation. The contract for purchased transportation includes an allowance for annual increases in the CPI, and the CPI increase for Fiscal Year was larger than anticipated. The initial purchase of non-general Fund vehicles and equipment is expensed in the Fleet Replacement Fund Once the purchase has been completed, and approved by Fleet, the Fleet Replacement Fund 5410 is reimbursed by the purchasing departments Fleet Replacement Fund. In some cases, purchases can span over multiple fiscal years. The following adjustments fall into this situation and require adjustments to be completed in fiscal year : A budget adjustment is necessary to appropriate $742,828 from Water Replacement Fund (4109) to Fleet Replacement Fund (5410) for the following equipment; in FY 09/10 (2) Trucks w/air Comp; FY10/11 (1) Truck wltransfer Body; (4) % ton Trucks w/utility Body; FY11/12 (2) Trucks w/dump Body 14yd.

65 Finance Committee, February 27,2012 Monthly Budget Adjustment Report Page 2 of 2 A budget adjustment is necessary to appropriate $478,640 from Wastewater Replacement Fund (4219) to Fleet Replacement Fund (5410) for the following equipment; in FY09/10 (1) Truck wlboom Crane; FYi 0/11 (2) 'h ton Extended Cab PU Trucks; (1) Truck wldump Body 3-4yd; (1) Truck w Vacuum Body (Vac-Con). A budget adjustment is necessary to appropriate $124,735 fro Surface Replacement Fund 1709 to Fleet Replacement Fund 5410 for the following equipment; in FY10/11 (1) Truck Tractor wlwet Kit; FY 11/12 (6) Compactor Vibraplates. A budget adjustment is necessary to appropriate $1,230,343 from Storm Replacement Fund 4489 to Fleet Replacement Fund 5410 for the following equipment; in FY09/10 (1) Truck wlboom Crane ID41148; FY 10/11 (2) Truck 66K Vacon; FY11/12 (1) Truck wnacuum body (Vac-Con) The Water Capital Improvement Project Fund (4180) receives annual reimbursements from the Water Bond Fund (4130), Water Development Fund (4101), and Water Fund Reserves for expenses incurred from various Capital Improvement Projects. A budget adjustment is necessary to create a transfer from the above mentioned funds to the Capital Improvement Project Fund (4180) to accommodate expense incurred from various projects. Annually, the Water Fund (4100) reimburses the 2008 Water Bond Debt Service operating budget for debt service payments. The adopted FY transfer did not include interest payment. A budget adjustment is necessary to appropriate $295,098 from Water Fund Reserves to the 2008 Water Bond Debt Service (4130) operating budget for this expense. A budget adjustment is necessary to appropriate $920,000 from capacity charge revenues in the Wastewater Development Fees Fund (4211) to Capital Improvement Project , Wastewater Phase 1 A Tertiary for growth related Wastewater project expense. The following budget adjustments relate to FY : PARKS, RECREATION AND NEIGHBORHOODS On February 27, 2012 the Finance Committee recommended that PRN move forward with a budget adjustment to assist with major vandalism needed within the City for electrical repairs, graffiti, restroom plumbing and irrigation lines repairs. A budget adjustment is necessary to appropriate $112,783 from General Fund Reserves to Parks Operations to conduct the repairs. PUBLIC WORKS A budget adjustment is necessary to appropriate $175,000 from Water Fund Reserves to the Water General Cost Center (41410) to pay for anticipated legal services related to the Water Rights litigation. A budget adjustment is necessary to appropriate $150,000 from Wastewater Fund Reserves to the Wastewater General Cost Center (41310) to pay for anticipated legal services related to the Stanislaus Foods litigation.

66 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION AMENDING THE POSITION ALLOCATION FOR FISCAL YEAR AS ADOPTED IN THE OPERATING BUDGET WHEREAS, a Position Allocation for the City of Modesto was adopted by Modesto City Council on June 21, 2012, as part of the Annual Budget of the City of Modesto for Fiscal Year , and WHEREAS, a Clerical Review Committee recently met to evaluate four separate positions, due to changes in the level of their work assignments, and WHEREAS, the Committee concluded that the assigned duties and responsibilities of these four positions exceeded the essential functions of their current classification and recommended re-allocation to a higher level, NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves amending the Position Allocation for Fiscal Year as follows: 1. City Clerk's Department to reallocate one (1) Administrative Office Assistant II ($2,533-$3,079 monthly) to one (1) Administrative Office Assistant III (Confidential) ($2,927- $3,567 monthly) in Cost Center 05010; 2. Parks, Recreation and Neighborhoods-Housing Department to reallocate one (I) Administrative Office Assistant II ($2,533-$3,079 monthly) to one (1) Administrative Office Assistant III ($2,796-$3,399 monthly) in Cost Center 38200; 3. Public Works Waste Water Services Department to reallocate one (1) Administrative Office Assistant III ($2,796-$3,399 monthly) to one (1) Senior Administrative Office Assistant ($3,087-$3,752 monthly) in Cost Center 54310; 4. Community and Economic Development-IFP Departmcnt to reallocate onc (I) Administrative Office Assistant II ($2,533- $3,079 monthly) to one (I) Senior Administrative Office Assistant ($3,087-$3,752 monthly) in Cost Center This resolution shall become effective on and after August 8, OS108/2012lHRlKMurdaugh/ltem l

67 The foregoing resolution was introduced in a regular meeting of the Council of the City of Modesto held on the 8 th day of August 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Burnside, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) APPROVED AS TO FORM: By: 08/0S12012lHRlKMurdaughlitem

68 MODESTO CITY COUNCIL RESOLUTION NO A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF MODESTO AND OFFICER JESSE GUTIERREZ, JR. FOR THE PURCHASE OF RETIRED CITY OF MODESTO POLICE CANINE, ZAK; AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE THE AGREEMENT WHEREAS, the Police Chief for the City of Modesto, from time to time, officially retires police canines from departmental service, and WHEREAS, City of Modesto police canine handler, Oflicer Gutierrez, Jr., wishes to purchase and assume possession of his assigned canine, Zak, upon the dog's official retirement, and WHEREAS, it is necessary to adopt a resolution authorizing the purchase of a City of Modesto police canine by its assigned handler, NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the agreement between the City of Modesto and Officer Gutierrez, Jr. for the purchase of retired police canine, Zak, BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to execute the Agreement. 08/0S/2012/MPDlRAnnendariz/Item ,302

69 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 8 th day of August, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Burnside, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) APPROVED AS TO FORM: 08J08f2012IMPDlRArmendarizlItem

70 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION ACCEPTING THE EDWARD BYRNE MEMORIAL JUSTICE ASSISTANCE GRANT, FOR A JOINT A WARD WITH THE COUNTY OF STANISLAUS AND THE CITY OF MODESTO IN THE AMOUNT OF $145,713; AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE THE NECESSARY PROGRAM DOCUMENTS WHEREAS, on May 1,2012, the City Council, by Resolution No , approved a Memorandum of Agreement between the County of Stanislaus and the City of Modesto for a joint application to the Edward Byrne Memorial Justice Assistance Grant Fonnula Program in the amount of$145,713, and WHEREAS, the City of Modesto will use its allocation of $1 05,553 to purchase a personnel scheduling and tracking software program and personal video recording devices for patrol officers, and WHEREAS, the County of Stanislaus will use its allocation of $36,895 for the Probation Department and the Sheriff s Operations Division, and WHEREAS, the Memorandum of Agreement states that the City agrees to provide the County with a quarterly financial and programmatic report not later than fifteen calendar days after the end of each quarter, and WHEREAS, the project start period is July 1,2012, and there is a statutory fouryear period within which to spend the funds, and WHEREAS, the Memorandum of Agreement was approved at the Board of Supervisors meeting on May 8, 2012, NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby accepts the Edward Byrne Memorial Justice Assistance Grant, for a joint award with the County of Stanislaus and the City of Modesto in the amount of$145, /08/2012/MPD/GBaientinel1tem 15 20]2 303

71 BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to execute the necessary grant documents. The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 8 th day of August, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Burnside, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: (SEAL) Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None ATTEST: ~ STEP IE LOPEZ, CIty APPROVED AS TO FORM: By: ~ SUSAN ~'WOOD, City Attorney 08/ fMPD/GBalentinelltem IS

72 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION AMENDING THE MULTI-YEAR OPERATING BUDGET, ESTIMATING REVENUE OF $105,553 FROM THE EDWARD BYRNE MEMORIAL JUSTICE ASSISTANCE GRANT PROGRAM, AND APPROPRIATING FUNDS WHEREAS, on May 1,2012, the City Council, by Resolution No , approved a Memorandum of Agreement between the County of Stanislaus and the City of Modesto for a joint application to the Edward Byrne Memorial Justice Assistance Grant Fonnula Program in the amount of$145,713, and WHEREAS, recommended distribution of the 2012 grant is as follows: Stanislaus County Probation Stanislaus County Sheriff Stanislaus County (Admin Fee) Modesto Police Department $ 10,054 $ 26,841 $ 3,265 $105,553 WHEREAS, the City agrees to provide the County with a quarterly financial and programmatic report not later than fifteen calendar days after the end of each quarter, and WHEREAS, the project start date is July 1, 2012, and there is a statutory fouryear period within which to spend the funds, NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves amending the Multi-Year 2012/2013 Operating Budget as indicated in Attachment A, which is attached hereto. BE IT FURTHER RESOLVED that the Director of Finance, or her designee, is hereby authorized to take the necessary steps to implement the provisions of this resolution. OS/OS/2012IMPD/GBalentineiltem

73 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 8 th day of August, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Burnside, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) APPROVED AS TO FORM: ATTEST: N~ LOPFZ, c&;v 08J08J2012JMPD/GBalentinelltem

74 Attachment A: Budget Adjustment for 2013 BJAG Grant Fund Operation Grants Reimbursed: To: Expense: Increase/ (Decrease) Description of Account MY-I00716-Appr. C MY-I00716-Appr. C $ 14,177 $ 91,376 $ 105,553 Tools, Equip. Supplies < $5K Info Tech Equip. >$5K To: Revenue: MY $ 105,553 Intergov-Federal-Misc.

75 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION APPROVING A REQUEST FOR PROPOSAL APPLICATIONS FOR THE CITY OF MODESTO TO APPLY TO BECOME A "HOST CITY" FOR THE 2013 AMGEN TOUR OF CALIFORNIA; AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO SIGN THE APPLICATION AND RELATED DOCUMENTS WHEREAS, each of the past eight years the Amgen Tour of California has swept through California for eight to nine days generating over $100 million of economic impact to the host cities and the State with over one billion marketing impressions created worldwide, and WHEREAS, Modesto was the Host City for the Stage 3 Start of the third annual Amgen Tour of California in February 2008, and the Host City for a finish stage in May of2009, 2010 and 2011, and WHEREAS, the City of Modesto received lavish praise from local residents and from race officials and participants, and staff has been encouraged to submit a Request for Proposal application to again become a Host City for the Amgen Tour of California in May 2013, and WHEREAS, the Amgen Tour of California has posted their Request for Proposal application for response from cities who wish to be considered as a "Host City" for the Amgen Tour of California in May 2013, and WHEREAS, the City of Modesto has read the requirements in Amgen' s RFP and agrees to abide by the requirements, 08/08/2012IPRN/AJohnsoniItem

76 NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the filing of a Request for Proposal application for the City of Modesto to apply to become a "Host City" for the 2013 Amgen Tour of California. BE IT FURTHER RESOLVED that the City Manager, or his designee, is here by authorized to sign the application and related documents. BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized as agent of the applicant to conduct all negotiations and execute and submit all documents, including, but not limited to, applications, contracts, amendments, payment requests, and compliance with all applicable current state and federal laws, which may be necessary for the completion of the aforementioned event upon acceptance of said RFP by the City Council. The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 8 th day of August, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Burnside, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) APPROVED AS TO FORM: By: SUSru vrvn- 08l08l2012lPRN/AJohnsoniitem

77 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION ACCEPTING THE WORK BY DSS COMPANY dba KNIFE RIVER CONSTRUCTION FOR THE "ARRA OVERLAY AND ADA CURB RAMP IMPROVEMENTS" PROJECT AS COMPLETE, AUTHORIZING THE CITY CLERK TO FILE A NOTICE OF COMPLETION WITH THE STANISLAUS COUNTY RECORDER UPON RECEIPT OF APPROVED WARRANTY BOND, AND AUTHORIZING PAYMENT OF AMOUNTS TOTALING $2,739,345 WHEREAS, a report has been filed by the Director of Utility Planning and Projects that the ARRA Overlay and ADA Curb Ramp Improvements project has been completed by DSS Company dba Knife River Construction in accordance with the contract agreement dated August 4, 2010, NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that the ARRA Overlay and ADA Curb Ramp Improvements project is hereby accepted as complete from said contractor DSS Company dba Knife River Construction that the City Clerk is authorized to file a Notice of Completion with the Stanislaus County Recorder upon receipt of approved Warranty Bond, and that payment of amounts totaling $2,739,345 is authorized as provided in the contract. 08/08/2012lUP&PIKOhlson/ltem

78 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 8 th day of August, 2012, by Councilmember Burnside, who moved its adoption, which motion being duly seconded by Councilmember Geer, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: (SEAL) Burnside, Geer, Gunderson, Muratore, Mayor Marsh None Cogdill, Lopez ATTEST: ~Jjj ~1/1 ~ STEP NIE LOPEZ~ APPROVED AS TO FORM: By: ----~~-.~==~~~---- SUSA ALCALA WOOD, City Attorney 08/08/20121UP&PIKOhlsoniltem

79 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION APPROVING A PURCHASE AND SALE AGREEMENT WITH A. E. KLINE, TRUSTEE OF THE A. E. KLINE LIVING TRUST FOR ACQUISITION OF THE FOLLOWING PROPERTY INTERESTS: (1) A 600 S. F. PERMANENT UTILITY EASEMENT, AND (2) A 1,400 S. F. TEMPORARY CONSTRUCTION EASEMENT, LOCATED AT 3924 OAKDALE ROAD (APN ), IN THE AMOUNT OF $7,640, FOR THE DOWNSTREAM WATER IMPROVEMENTS TIER 2 PRESSURE REGULATING VALVES PROJECT, AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE THE AGREEMENT AND ALL RELATED DOCUMENTS REQUIRED TO CLOSE ESCROW WHEREAS, the City of Modesto is continuing to make improvements to the overall quality, quantity and efficiency of the drinking water to its users, and WHEREAS, the improvements in this project include installing special pressure regulating valves (PRVs) throughout the City, and WHEREAS, these valves are part of the City's Downstream Water System Improvements and will be used to control the flow of treated surface water to<the City'S distribution system, and WHEREAS, due to safety and operational requirements, some of these valve stations will need to be constructed on private property, outside of existing City rights-ofway and easements, and WHEREAS, City staff is recommending acquisition of permanent utility easements and temporary construction easements for installation of these valve stations, and staff has investigated the subject property to ensure it is suitable for this purpose, and WHEREAS, an agreement is needed for the acquisition of the easements and City staff recommends approving the Purchase and Sale Agreement for acquisition of the property /20121UP&P/JYuriar/Item

80 NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves a Purchase and Sale Agreement with A. E. Kline, Trustee of the A. E. Kline Living Trust for acquisition of the following property interests: (1) a 600 s. f. Permanent Utility Easement, and (2) a 1,400 s. f. Temporary Construction Easement, located at 3924 Oakdale Road (APN ), in the amount of$7,640, for the Downstream Water Improvements Tier 2 Pressure Regnlating Valves Project. BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to execute the Agreement, and all related documents required to close escrow. The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 8th day of August, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Burnside, was upon roll call carried and the resolution adopted by the following vote: AYES: Burnside, Geer, Gunderson, Lopez, Muratore, Mayor Marsh NOES: Counci1members: None ABSENT: Cogdill (SEAL) APPROVED AS TO FORM: By: ~~~7r~~~-=~~~~ SUSA LCALA WOOD, City Attorney 08/ /UP&P/JYuriarlItem

81 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO SIGN CERTIFICATES OF ACCEPTANCE FOR THE PERMANENT UTILITY EASEMENT AND TEMPORARY CONSTRUCTION EASEMENT FOR THE ACQUISITION OF PROPERTY INTERESTS LOCATED AT 3924 OAKDALE ROAD (APN ), OWNED BY A. E. KLINE, TRUSTEE OF THE A. E. KLINE LIVING TRUST, TO BE PURCHASED BY THE CITY OF MODESTO FOR THE DOWNSTREAM WATER IMPROVEMENTS TIER 2 PRESSURE REGULATING VALVES.PROJECT WHEREAS, Section of the Government Code requires a public agency to accept real property prior to the recordation of a deed or adopt a resolution accepting real property, and WHEREAS, the City of Modesto desires to acquire (1) a 600 s.f. Permanent Utility Easement, and (2) a 1,400 s.f. Temporary Construction Easement, for the acquisition of property interests located at 3924 Oakdale Road (APN ), owned by A. E. Kline, Trustee of the A. E. Kline Living Trust, to be purchased by the City of Modesto for the Downstream Water Improvements Tier 2 Pressure Regulating Valves Project, and NOW, THEREFORE, BE IT RESOLVED by the Council ofthe City of Modesto that the City Manager, or his designee, is hereby authorized to sign Certificates of Acceptance for the Permanent Utility Easement and Temporary Construction Easement for the acquisition of property interests located at 3924 Oakdale Road (APN ), owned by A. E. Kline, Trustee of the A. E. Kline Living Trust, to be purchased by the City of Modesto for the Downstream Water Improvements Tier 2 Pressure RegUlating Valves Project. OS/08/2011IUP&P/JYuriarlItem

82 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 8 th day of August, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Burnside, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: Burnside, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None ABSENT: Cogdill ATTEST: ~.A-. ~C>.L'~IfC-"'"IE~L~O~PE~i~ (SEAL) APPROVED AS TO FORM: 08/ IUP&P/JYuriarlItem

83 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO SIGN CERTIFICATES OF ACCEPTANCE FOR THE PERMANENT UTILITY EASEMENT AND TEMPORARY CONSTRUCTION EASEMENT FOR THE ACQUISITION OF PROPERTY INTERESTS LOCATED AT 515 SUTTER AVENUE (APN ), OWNED BY MODESTO CITY SCHOOL DISTRICT TO BE PURCHASED BY THE CITY OF MODESTO FOR THE DOWNSTREAM WATER IMPROVEMENTS TIER 2 PRESSURE REGULATION VALVES PROJECT WHEREAS, Section of the Government Code requires a public agency to accept real property prior to the recordation of a deed or adopt a resolution accepting real property, and WHEREAS, the City of Modesto desires to acquire (1) a Permanent Utility Easement, and (2) a Temporary Construction Easement, for the acquisition of property interests located at 515 Sutter Avenue (APN ), owned by Modesto City School District, to be purchased by the City of Modesto for the Downstream Water Improvements Tier 2 Pressure Regulating Valves Project, and NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that the City Manager, or his designee, is hereby authorized to sign Certificates of Acceptance for the Permanent Utility Easement and Temporary Construction Easement for the acquisition of property interests of a parcel located at 515 Sutter Avenue (APN ), owned by Modesto City School District, to be purchased by the City of Modesto for the Downstream Water Improvements Tier 2 Pressure Regulating Valves Project. 08(08/2012iUP&P/JYuriarlItem

84 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 8 th day of August, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Burnside, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None Cogdill ATTEST: (SEAL) APPROVED AS TO FORM: By: OSIOS/20121UP&P/JYuriar/[tem

85 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION ACCEPTING THE WORK BY A. TEICHERT & SON, INC. DBA TEICHERT CONSTRUCTION, FOR THE "DOWNSTREAM WATER SYSTEM IMPROVEMENTS-TIER 1, NORTH TANK WATER TRANSMISSION MAINS" PROJECT AS COMPLETE, AUTHORIZING THE CITY CLERK TO FILE A NOTICE OF COMPLETION WITH THE STANISLAUS COUNTY RECORDER, AND AUTHORIZING PAYMENT OF AMOUNTS TOTALING $4,565, WHEREAS, a report has been filed by the Director of Utility Planning and Projects that the Downstream Water System Improvements-Tier 1, North Tank Water Transmission Mains project has been completed by A. Teichert & Son, Inc. dba Teichert Construction, in accordance with the contract agreement dated October 27,2009, NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that the Downstream Water System Improvements-Tier I, North Tank Water Transmission Mains project is hereby accepted as complete from said contractor A. Teichert & Son, Inc. dba Teichert Construction, that the City Clerk is authorized to file a Notice of Completion with the Stanislaus County Recorder, and that payment of amounts totaling $4,565, is authorized as provided in the contract. OS/OS/2012fUP&PPIKOhlson/]tem

86 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 8 th day of August, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Burnside, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) APPROVED AS TO FORM: By SUSANA ~ ALA WOOD, City Attorney 08/ fUP&PP/KOhlson/[tem

87 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION APPROVING LOAN DOCUMENTS IN THE AMOUNT OF $1,000,000 FOR HABITAT FOR HUMANITY, STANISLAUS COUNTY (HABITAT) FOR ACQUISITION OF REAL PROPERTY NOT TO EXCEED $315,000 OR CURRENT MARKET APPRAISED VALUE, PRE DEVELOPMENT, AND CONSTRUCTION COSTS FOR A 21-UNIT SUBDIVISION LOCATED AT SIGNATURE COURT IN MODESTO ALSO KNOWN AS SPORTSMEN ESTATES CONTINGENT UPON THE SATISFACTORY COMPLETION OF ENVIRONMENTAL REVIEW. HABITAT TO LEVERAGE FUNDS WITH APPROXIMATELY $1.8 MILLION IN NON NSP3 FUNDS; AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO SIGN ANY AND ALL RELATED DOCUMENTS WHEREAS, on February 8, 2011, the City Council, by Resolution No , approved the Neighborhood Stabilization Program 3 (NSP3) grant award in the amount of$2,951,549, and WHEREAS, the U.S. Department of Housing and Urban Development (HUD) approved the City's original NSP3 Plan on March 9, 2011, and WHEREAS, on May 22,2012, the City Council authorized staff to prepare subrecipient and developer agreements with Habitat for Humanity, Stanislaus County (Habitat) to implement the NSP3 Plan, and. WHEREAS, on July 19, 2012, the City received Authority to Use Grant Funds from HUD, and WHEREAS, the City will provide NSP3 funding to its partners in the form of forgivable and/or assumable acquisition and construction loans for each unit and will impose affordability restrictions on these units for a period of at least 20 years, and WHEREAS, Habitat's homeownership units will be sold to eligible homebuyers through Habitat for Humanity's Homebuyer Program in which homebuyers assume nointerest, amortized loans with Habitat as lender, and 08108/2012lPR&NiHRamirezJItem

88 WHEREAS, Habitat will retmn the proceeds from the monthly mortgage payments, and WHEREAS, rental proceeds will be retmned by HACS or STANCO as net operating income to operate, maintain, and repair the units, and WHEREAS, the NSP3 loan documents were reviewed by the Citizens' Housing and Community Development Committee on July 18, 2012, NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves loan documents in the amount of $1,000,000 for Habitat for Humanity, Stanislaus County for Acquisition or real property not to exceed $315,000 or current market appraised value pre-development, and construction costs for 21-unit subdivision located at Signature Court in Modesto, also known as Sportsman Estates. BE IT FURTHER RESOLVED that Habitat to leverage funds with approximately $1.8 million in non-nsp3 funds. BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to sign all related documents contingent upon the satisfactory completion of environmental review and receipt by City of Modesto of a release of funds from the U.S. Department of Housing and Urban DeVelopment under 24 CFR Part /08/2012/PR&N/HRamirez/Item

89 The foregoing resolution was introdueed at a regular meeting of the Council of the City of Modesto held on the 8 th day of August, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Geer, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Gccr, Gunderson, Lopez, Mayor Marsh None Muratore ATTEST: Nill LOPEZ,&- (SEAL) APPROVED AS TO FORM: By: ~ -SUSVALCA A WOOD, City Attorney 08/08/2012IPR&NlHRamirezJltem

90 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION AMENDING FISCAL YEAR 20ll-20l2 ANNUAL OPERATING BUDGET TO ADD $339,613 TO THE INSURANCE SETTLEMENT FUND BUDGET IN COST CENTER OF THE GENERAL FUND (0100) FOR REPAIRS AND RENOVATIONS OF THE MCHENRY MANSION DUE TO FIRE DAMAGE, AND AUTHORIZING THE FINANCE DIRECTOR, OR HER DESIGNEE, TO IMPLEMENT THE PROVISION OF THIS RESOLUTION WHEREAS, a fire occurred at the McHenry Mansion on December 6, 2011, and WHEREAS, an early evaluation of the extent of damage and cost to repair said damage is less than actual, and WHEREAS, repair and renovation expenses due to the fire at the McHenry Mansion are now estimated at $2,400,000, and WHEREAS, all expenses are pre-approved by the insurance carrier (Traveler's Insurance) prior to work being completed, and Whereas, the City of Modesto will be reimbursed for all expenses associated with this project minus the $100,000 deductible which has been provided by the Property Fund, NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves amending the Fiscal Year annual operating budget as shown in Exhibit A, which is attached hereto and incorporated by reference herein. BE IT FURTHER RESOLVED that the Director of Finance, or her designer, is hereby authorized to take the necessary steps to implement the provisions of this resolution. 08J08/2012JPRN/JChristiansenJItem

91 The foregoing 'resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 8 th day of August, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Geer, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None ATTEST: (SEAL) APPROVED AS TO FO By: SUSA 08/08/2012IPRN/JChristiansenlItem

92 EXHIBIT A 1. A budget adjustment is necessary to fund additional expenses incurred in FY and to recognize anticipated revenue in the same amount to be received through a reimbursement check from Travelers Insurance. Revenues Expenses / $500,000 $339,613 $839,613 Funds, Damages and Cost Recovery $75,000 $0 $75,000 Non CIP-Capita $5,000 $0 $5,000 Tools and Field Supplies <$5, $75,000 $0 $75,000 Services City Forces Intrafund $270,000 $339,613 $609,613 Professional Services $75,000 $0 $75,000 Services City Forces - Interfund 2. A budget adjustment is necessary to lift the project budget ceiling to$2,400,000 so that the monies received by the property insurance carrier, Travelers can be used for expenses associated with repairs of the McHenry Mansion due to fire damage. I 'enues 3 Expenses /13 12/13 12/13 Funds, Damages and Cost $0 $1,560,387 $1,560,387 Recovery $0 $75,000 $75,000 Non CIP-Capital $0 $5,000 $5,000 Tools and Field Supplies <$5,00( $0 $75,000 $75,000 Services City Forces Intrafund $0 $1,330,387 $1,330,387 Professional Services $0 $75,000 $75,000 Services City Forces Interfund

93 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION AMENDING FISCAL YEAR ANNUAL OPERATING BUDGET TO ADD $1,560,387 TO THE INSURANCE SETTLEMENT FUND BUDGET IN COST CENTER OF THE GENERAL FUND (0100) FOR REPAIRS AND RENOVATIONS OF THE MCHENRY MANSION DUE TO FIRE DAMAGE, AND AUTHORIZING THE FINANCE DIRECTOR, OR HER DESIGNEE, TO IMPLEMENT THE PROVISION OF THIS RESOLUTION WHEREAS, a fire occurred at the McHenry Mansion on December 6, 2011, and WHEREAS, an early evaluation of the extent of damage and cost to repair said damage is less than actual, and WHEREAS, repair and renovation expenses due to the fire at the McHenry Mansion are now estimated at $2,400,000, and WHEREAS, all expenses are pre-approved by the insurance carrier (Traveler's Insurance) prior to work being completed, and Whereas, the City of Modesto will be reimbursed for all expenses associated with this project minus the $100,000 deductible which has been provided by the Property Fund, NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves amending the Fiscal Year annual operating budget as shown in Exhibit A, which is attached hereto and incorporated by reference herein. BE IT FURTHER RESOLVED that the Director of Finance, or her designer, is hereby authorized to take the necessary steps to implement the provisions of this resolution. 08/08/20 12lPRN/JChristianseniItem

94 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 8 th day of August, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Geer, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None ATTEST: ~~am~ S PH IE LOPEZ, CIty I (SEAL) By: ~::-:-::-:~VJ;:!l'!4c:c:::::-::=-::::--,-- OOD, City Attorney 08/08l20121PRN/JChristiansen/ltem

95 L EXHIBIT A A budget adjustment is necessary to fund additional expenses incurred in FY and to recognize anticipated revenue in the same amount to be received through a reimbursement check from Travelers Insurance. Revenues 1l1l2 Expenses / $500,000 $339,613 $839,613 Funds, Damages and Cost Recovery $75,000 $0 $75,000 Non CIP-Capital $5,000 $0 $5,000 Tools and Field Supplies <$5, $75,000 SO $75,000 Services City Forces - Intrafund $270,000 $339,613 $609,613 Professional Services $75,000 $0 $75,000 Services City Forces -Interfund 2. A budget adjustment is necessary to lift the project budget ceiling to$2,400,000 so that the monies received by the property insurance carrier, Travelers can be used for expenses associated with repairs of the McHenry Mansion due to fire damage. I renues 3 Expenses /13 Funds, Damages and Cost $0 $1,560,387 $1,560,387 Recovery $0 $75,000 $75,000 Non CIP-Capital $0 $5,000 $5,000 Tools and Field Supplies <$5, $0 $75,000 $75,000 Services City Forces - Intrafund $0 $1,330,387 $1,330,387 Professional Services $0 $75,000 $75,000 Services City Forces - Interfund

96 MODESTO CITY COUNCIL RESOLUTION NO A RESOLUTION APPROVING A FOUR-YEAR, NINE-MONTH AGREEMENT WITH VEOLIA TRANSPORTATION SERVICES, INC. COMMENCING SEPTEMBER 29,2012, AND TERMINATING JUNE 30, 2017, TO PROVIDE DRIVERS AND OTHER SERVICES FOR THE OPERATION OF THE MODESTO AREA EXPRESS TRANSIT SYSTEM AT AN ANNUAL COST OF APPROXIMATELY $6,934,794, AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE THE AGREEMENT WHEREAS, the existing agreement with MV Transportation to operate the MAX service expires September 28, 2012, and Modesto, and WHEREAS, the City wishes to continue providing MAX service to the citizens of WHEREAS, a Request for Proposals (RFP.) was issued soliciting proposals from qualified firms for a new contract to be effective September 29, 2012, and WHEREAS, Veolia submitted a proposal that was determined to be reasonable and cost effective, and WHEREAS, an evaluation panel reviewed all proposals and best and final offers and interviewed proposers in the competitive range, and WHEREAS, after such evaluation the panel scored Veolia highest utilizing the scoring criteria included in the RFP and recommended award of the contract to Veolia, and WHEREAS, on June 26, 2012, the City Council, by Resolution No , authorized staff of the Department of Public Works to negotiate an agreement with Veolia and return it to the City Council for final approval, and approval, WHEREAS, an agreement has been finalized and is now ready for City Council 08/ IPW IFCavanahlItem

97 NOW THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves a four-year, nine-month agreement with Veolia Transportation Services, Inc. commencing September 29,2012, and terminating June 30, 2017, to provide drivers and other services for the operation of the Modesto Area Express transit system at an annual cost of approximately $6,934,794. BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to execute the agreement. The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 8 th day of August, 2012 by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Gunderson, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) By: ~~~~--~--~ SUS A 08/08/2012JPWIFCavanahfltem

98 MODESTO CITY COUNCIL RESOLUTION NO A RESOLUTION DECLARING THE RESULTS OF THE PROPERTY OWNER PROTEST BALLOT PROCEEDINGS CONDUCTED FOR THE LEVY OF ASSESSMENTS RELATED TO THE FORMATION OF LANDSCAPE MAINTENANCE ASSESSMENT DISTRICT NO WHEREAS, the City Council of the City of Modesto (the "City") pursuant to the provisions of the Landscaping and Lighting Act of 1972, being Part 2, Division 15 of the California Streets and Highways Code, commencing with Section (hereafter referred to as the "Act"), did by previous resolutions, initiate proceedings for the formation of a landscape maintenance district to be known and designated as the City of Modesto Landscape Maintenance Assessment District No (hereafter referred to as the "District"), and declared its intention to conduct a protest balloting for the levy of new assessments within the District commencing in Fiscal Year 2012/2013 for the special benefits received by properties therein from the improvements related thereto, and WHEREAS, in accordance with the provisions of the California Constitution, Article XIIID, the City Council has caused and conducted a property owner protest ballot proceeding for the proposed new assessments to be levied on properties within the District, and WHEREAS, the assessments presented to each property owner of record within the District reflects the proportional annual special benefit assessment amount for the parcel identified on the ballot for the costs and expenses related to the ongoing operation, maintenance, servicing, and incidental expenses related to the local landscaping improvements associated with Landscape Maintenance Assessment District No as authorized by the Act and the provisions of the California Constitution. The notice and 08/08/2012/C&EDrrR""ha/ltem

99 ballot presented to the property owners of record clearly identified the total amount balloted to all properties; the proposed assessment rate and the inflationary adjustment applicable to future assessments; and the proportional annual amount for the parcel identified on the ballot commencing with Fiscal Year 2012/2013, and WHEREAS, upon the close of the Public Hearing held on August 8, 2012, the protest ballots returned by the landowners of record within the District, were opened and tabulated, the results of which are illustrated below: Yes: $4, No: $17, NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that the foregoing recitals are true and correct. BE IT FURTHER RESOLVED that the protest ballot proceedings were conducted with the notiees and ballots of the proposed new assessments being presented to the qualified property owners of record within the District as required by law, with a required receipt of the returned ballots to the City Clerk prior to the close of the Public Hearing on August 8, BE IT FURTHER RESOLVED that the canvass of the protest ballots cast for the proposed District, received prior to the close of the public hearing, and weighted according to the proportional financial obligation of the affected properties is hereby approved and confirmed. BE IT FURTHER RESOLVED that the City Clerk is hereby directed to enter this Resolution on the minutes of this meeting, which shall constitute the official declaration of the result of such property owner protest ballot proceeding. OS/OS/2012/C&EDfIRochalltem

100 BE IT FURTHER RESOLVED that this Resolution shah become effective immediately upon its adoption. BE IT FURTHER RESOLVED that the City Clerk shall certify the adoption of this Resolution. The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 8 th day of August, 2012, by Councilmember Burnside, who moved its adoption, which motion being duly seconded by Councilmember Muratore, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) APPROVED AS TO FORM: By: _---S'lJlm2L ALCALA WOOD, City Attorney 08IOS/2012/C&EDrrRocha/Item

101 MODESTO CITY COUNCIL RESOLUTION NO A RESOLUTION CONFIRMING THE FISCAL YEAR DIAGRAM AND ASSESSMENT, AND ORDERING THE LEVY AND COLLECTION OF CHARGES WITHIN LANDSCAPE MAINTENANCE ASSESSMENT DISTRICT NO.1 FOR DRY CREEK MEADOWS SUBDIVISIONS NOS. 1-6 WHEREAS, on June 12,2012, the City Council, by Resolution No , declared its intent to levy charges or assessments for the purpose of administering the maintenance oflandscaping in the public right-of-way within the street medians and adjacent to the access control walls in Dry Creek Meadows Subdivisions Nos. 1-6 under the provisions of the California Streets and Highways Code Sections through 22679, more commonly known as the Landscape and Lighting Act of 1972, and WHEREAS, the charges against the real property are not levied with regard to property values but rather by allocated cost reports prepared by the Engineer of Work, and WHEREAS, the City of Modesto has determined and certifies that the charges are either exempt from or in compliance with all the provisions of Proposition 218, which was passed by the voters in Novemher The City of Modesto has further determined the charges are in compliance with all laws pertaining to the levy of such charges, NOW, THEREFORE, BE IT RESOLVED by the Council ofthe City of Modesto that it hereby orders the levy and collection of such charges within City of Modesto Landscape Maintenance Assessment District No. I for Dry Creek Meadows Subdivisions Nos. 1-6 for Fiscal Year , and in each subsequent iiscal year in which the charges may validly be levied. 08/08/2012/C&EDfJRochaJItem

102 BE IT FURTHER RESOLVED that a certified copy of this resolution and attached documentation shall be delivered to the Auditor-Controller of the County of Stanislaus for placement of such charges on the County Tax Roll, and in each subsequent fiscal year in which the charges may validly be levied. BE IT FURTHER RESOLVED that the diagram of said assessment district and amount oflevy thereon is hereby confirmed. The foregoing resolution was introduced at a regular meeting of the City Council ofthe City of Modesto held on the 8 th day of August, 2012 by Councilmember Cogdill, who moved its adoption, which motion being duly seconded by Councilmember Lopez, was upon roll call carried and the resolution adopted by the following votes: AYES: NOES: ABSENT: Councilrnembers: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) APPROVED AS TO FORM: By: ~~~~~~~~~~~-- A ALCALA WOOD, City Attorney 08/ /C&ED(fRochaJItem

103 ATTACHMENT 2 MODESTO CALIFORNIA City of Modesto landscape MAINTENANCE ASSESSMENT DISTRICT No.1 tory CREEK MEADOWS SUBDIVISIONS Nos. 1 through 6t A Landscape Maintenance Assessment District pursuant ta the Landscape and Lighting Act of 1972 ENGINEER'S ANNUAL REPORT FISCAL YEAR JULY 1, JUNE 30, Prepared By: Tina Rocha, IFP Administrator Certified By: Charles Covolo, Senior Civil Engineer Accepted By Motion: Modesto City Council -

104 ATTACHMENT 2 TABLE OF CONTENTS SECTION I. History II. III. IV. Annual Assessment Review & Summary Financials - Annual Assessment Revenue & Expense Projections Maintenance & Plan Specifications V. Annual Assessment District Diagram VI. Annual Assessments Ust by Parcel & Property Owner Landscape Maintenance Assessment District No ~2013 Annual Engineer's Report Page 1

105 ATTACHMENT 2 SECTION I HISTORY On December 12, 1988, Landscape Maintenance Assessment District No.1 (ULMAD No.1") was formed in accordance with the landscape and Lighting Act of 1972 (California Streets and Highway Code through 22679) ("the Act"), to administer the maintenance of landscaping in the public right-of-way within the street medians and adjacent to the access control walls in Dry Creek Meadows subdivisions Nos All costs for the LMAD No.1 are funded by the annual assessments levied on each property within the district. The Act requires several courses of action on the part of City staff and City Council prior to August 10 th of each year. The Act initially requires the City Council to order, prepare, and file an Engineer's Annual Report for the City Council. This report is prepared for the purpose of detailing the plans and specifications for the maintenance of work, the estimates of costs for landscape maintenance performed by City contractors, utility service charges, City street tree pruning costs, City staff time to administer the maintenance contract, and additional work to be performed by the City Contractor at the request of the City. lmad No.1 is located east of North McClure Road and southwest of MID lateral #2 and Claus Road. It is comprised of 749 single-family residential lots and two (2) public agency owned parcels. An annual assessment of $26 per single-family residential parcel has remained the same since The total assessment to be levied for LMAD No.1 for Fiscal Year is $19,474. Upon the City Council's approval of the Engineers Annual Report, the City Council adopts a resolution declaring its intent to levy and collect assessments within LMAD No. 1 for the following fiscal year and schedules a public hearing. This public hearing and proposed resolution levying the proposed assessments is in accordance with the annual assessment procedures. Finally, in compliance with the Act, the City Council conducts the public hearing and adopts certain resolutions in accordance with the California Streets and Highways Code through The City Clerk is required to give the Modesto Bee notice of the public hearing no less than 10 days prior to the scheduled hearing date. All interested persons are afforded the opportunity to be heard during the public hearing. Should there be any protests, whether written or oral, the City Council may choose to continue the hearing to a later date and/or may change any part of the Engineer's Annual Report to address the concerns of the property owner(s). The adopted resolution is then forwarded to the Auditor-Controller of the County of Stanislaus for placement of such charges on the upcoming year's County Tax Roll. landscape Maintenance Assessment District No Annual Engineer's Report Page 2

106 ATTACHMENT 2 Proposed Changes for Fiscal Year : The proposed budget for fiscal year is based on the revenue that is currently able to be generated within lmad No. 1. These expenditures do not represent the actual amount needed for a good service level within LMAD No. 1. City staff has heard from many area residents that they desire a higher level maintenance than is currently provided. The City contracted with Willdan Financial Services, Inc. ("Willdan") to perform a thorough evaluation of both lmad No.1 and neighboring Landscape and Maintenance Assessment District NO.2. For economy and efficiency reasons, Willdan has recommended and the City has pursued consolidation of the lmads. Additionafly, Willdan has developed a budget option that provides the residents of both LMADs an opportunity to vote on combining the LMADS and increasing their annual assessments. The increased annual assessments will allow a higher maintenance standard to be provided. A separate City Council action is being processed concurrently to move forward with consolidation of the lmads and allows the residents to vote on the consolidation and increase in the annual assessment. In the event the consolidation and increase are defeated, the existing LMAD assessments, as determined in this report, will be levied and current maintenance levels will continue. Landscape Maintenance Assessment District No_ Annual Engineer's Report Page 3

107 ATIACHMENT2 SECTION II ANNUAL ASSESSMENT REVIEW AND SUMMARY A. PARCEL REVIEW 1. Single Family Residential Parcels: There are 749 single-family residential parcels located within lmad No Multi-Family Residential Parcels: There are no multi-family residential parcels located within lmad No Commercial/Industrial Parcels: There are no commercial or industrial parcels located within LMAD No Public Agency Parcels: There are two (2) parcels owned by the City of Modesto (Creekwood Park and the Pedestrian Overcrossing at Claus Road) and one (1) parcel owned by the Empire School District (Bernard Hughes School). According to Section of the California Streets and Highways Code, public property owned by any public agency and in use in the performance of a public function shall not be subject to assessment. B ANNUAL ASSESSMENTS All single-family residential parcels are levied at a flat rate of per parcel. Each parcel receives equal benefits from the District. The annual assessments levied are calculated by multiplying the total number of parcels by the flat rate. $ x 749 $ 19, Annual assessment per parcel Single-family residential parcels Total annual assessment C. COMPARISON TO PREVIOUS FISCAL YEAR The proposed Fiscal Year annual assessment is the same as the annual assessment for Fiscal Year of per single-family residential parcel. Landscape Maintenance Assessment District No Annual Engineer's Report Page 4

108 ATTACHMENT 2 SECTION 3 FINANCIAlS - ANNUAL ASSESSMENT REVENUE & EXPENSE PROJECTIONS lmad #1 Fund 6480 Estimated Proposed FY FY ' ' Beginning Fund Balance I I 1$ $ (1,917) Revenue (Cost Center 80010) Special Assessments $ 18,781 $ 19,474 Interest $ (43 :;; - Total Revenue $ 18,738 $ 19,474 Expenses (Cost Center 80010) Account Operating Budge! Postage $ - $ (200) Water Utility Expenses $ (3,010) $ (3,000) Rental of Photocopy Service Supply $ (50) Repair and Mamtenance Services $ (9,958) $ (6,000) Professional Services $ (4,338) $ (2,500) Services City Forces $ (2,136) $ (4,893) ISF ' Mall Services, Inside $ - $ (254) Estimated - Water Utility Expenses $ (500) Esltmated - Repair and Maintenance Services $ (1200) Eslimated - Professioool Services $ - Estimated, Services Clly Forces $ (143) Total Expenses $ (21,286) $ (16,897) Ending Fund Balance I I I -1, Footnotes,' 'The estimated amount sno'tns IhTIat has been expended as of , There wi!! he f11()f{l expenses through the end of the fiscal year (June): these are shcm'f) as Estimated. 2The estlmated expendttures for FY 2012~ 13 are based on the revenue that is currently able tobe generated Wlmin LMAO #1, These expenditures do no!: represent the actual amount needed for a good service level within LMAD#1. The City has initiated the process of consolidating LMAD "# 1 &. #2 into one district and in creasing the assessment In the new district adequ ate to provide good leyel of service A Proposition 218 ele-ction wil! occur in early August, landscape Maintenance Assessment District No Annual Engineer's Report Page 5

109 ATTACHMENT 2 SECTION IV MAINTENANCE & PLAN SPECIFICATIONS Plans and specifications are available for review in the Parks, Recreation, and Neighborhood's Department, located at 501 N, Jefferson Street, Modesto, CA 95354, For more information, contact Kelly Gallagher, Parks Operations Supervisor at (209) , Landscape Maintenance Assessment District No Annual Engineer's Report Page 6

110 ATTACHMENT 2 SECTION V ANNUAL ASSESSMENT DISTRICT DIAGRAM!, ~, =, I, i ' I \ Assessment District Diagram Landscape Maintenance Assessment District No.1 (Dry Creek Meadows Subdivisions No.1 6) MODESTO Landscape Maintenance Assessment Distrlct No Annual Engineer's Report Page 7

111 ATTACHMENT 2 SECTION VI APN IJ H}OO 07S-00z-elDl-OOO ANNUAL ASSESSMENT LIST BY PARCEl & PROPERTY OWNER Owner Name DE ALBA RtGOS R1O & DE ALBA SANDRA JONES M!CHAEL t & JONES CATHf\INE j ":EDERAL HOME LOAN MORTGAGE CORP SORDO BRYON S ET At (j79-0o-l~oo<1-0(}!)?rasaoajay H & CHANDRA 5AILESHNI Y!JSON BONlFAOO C & YUSON ZENAIDA P ;J79 0(l2 00{:H100 YATES M!CHAEL V & YAHSCHR,STlN M ALBANO FlORANTE J & ALBANO 1UAN! fa 1 on-.-oo '19-DD1-OC9 OOO GARCA JOSE DE lesus ESPINOZA GABRIEL : LEON MARTHA : SAMitAAMARJ1TSTR BARRIENTOS DAvm & BARRIENTOS MAHtA f 079-D UO US BANK NA BATIAGll" COREY J 07!:HlO QOO c179 nol () 079.{l02 017,OOO DIB-OOO 075HlO BADAL EDWARD E &. BADALJANET E NAWROCiQ1AMES R & NAWROCKI MARiA J SMITH ROB,N it & SM!TH SUSAN R OWL HARMINDER S & OWL SUKHW!NDER K BERGUNJUDYR m MIGUEL TARA L IT At onoo2 02HOO PAN ANOUVONG ROCKY PET At JOHNSON '.! RDEll. TR VILLEGAS JOSEPH j REYES FAANGSCO J 8. Rf.YfS SILVIA Hill ROBERT L & KEllYTRS D2B-Ol.lO ALVAREZ VICTOR R & CRIST!NA TR$ CAR-3ERY DONALD R & FRf!DA A TRS '} TREVINO 5HONDA VILLALPANDO HERIBERTO & ROSA ;) (ARR PATRICK K.& CHERYL i PRASHAD RAJENDRA & $ONll 079-Q02-G34-DOO VO SANG ARROYO STEVEN! & ARROYO SANDRA \) CARREON JOSE &. CECiLIA GOMEZ PATRICIA onn j}oo 079-Q.:J2-0$9-DOO COENEN KELViN L & COENEN CHR1ST!NA P H!Ll PAUt.!AMES SR irs 8< Hill DOfm-lA 079 0( CARSON SAMMY D & CARSON BRENDA S HAHTO MARKO 8. HAHTO KAREN A () OO0 WOLTER DENN!S & CAROL BEJAMNOCARLOS MEFFERD luue A 07S-002-G SISHOP ROSIE CADIZ SIMPtlOO V 1ft & CADIZ ALMA B ALTON KARIM & ALTON WAllET 079-{i(i2-D51..()OO SINGH BEER : 0" BtAKETERRY l& CANDACE L 079-::J S Q79-oG2AlS5--OOO LAN;:''!!; ROBERT J & lanza MARION R RUCKER 5AARON E LONN RAlPH S & MICHHA SUZANNE MOUSHtPOUR OUSHANA WDIE & HlZABETH Property Address WlCHITA WAY 735 N Me CLUP..f ROAD 732 N. Me [LURE R.OAD 718 "t Me ClORE ROAD 724 "1, Me CLURE ROAD 720 N. MC [WRE ROAD 716 N. MC CWRE ROAD 712 N. Me CUJRE ROAD 708 N, Me (LURE ROAD 704 N, Me (LURf:. ROAD 700 N. Me (WRE ROAD 701 REDFiElD AVD\HJE 705 REDHElD AVENUE 709 REDFiElD AVENUE 713 REDFiELD AVENUE 717 REDFIEWAVENUE 7:1:1 REDFlElO AVf:NUE 725 RWHEW AVENUE 729 REDflELD AVENUE 733 REDFIELD-AVENUE 737 REDFIELD AVENUE 3'513 SA rrusoro COURT 3517 BATTLEBORO COURT 3521 BATTLEBORO COURT 3525 SA TTlEBOOO COURT 3529 BATTLEBORO COURT SA TItEBORO COURT 3532 SA TTLESORO COURT 3528 SA TTlEBORO COURT 3524 BATTLEBORO COURT 3S20 SA TTlEBORG COURT 3516 BAmEBOROCOURT 3512 B-ATTlfBGRO COURT 3513 BERESFORD DR!VE 3S17 BERESFORD DRNE 3521 BERESFORD DRM 3525 BERESfORD ORM: 3529 BERESFORD DRlVE 713 PARKSTON COURT 717 PARKSTON COURT 721 PARKSTON COURT 715 PARKSTON COURT 729 PARKSTON COURT 745 PARKSTON COURT 749 PARKSTON COURT 753 PARKSTON COURT 7'52 PARKSTOOCOURT 748 PARKSTON WORT 744 PARKSTOU COURT 740 PARKSTON COURT 736 PARKSTON COURT 732 PARKSTON COURT City State Z!p MODESro CA MODESTO LA MODf.STO CA 9S MODESTO fa %357 MomsTO CA MODESTO (A MODESTO fa MODESTO ell MODESrc CA 9S3S1 MODESTO ell 9535' MODESTO C,ii, MQOESW CA 953$7 MODEsro CA MODESTO (.A MODESTO (A MODESTO (A MODESTO (A MODESTO CII MODESTO (A MODESTO ea 9S357 MODESTO fa 9$ As-~ss.ment 25._00 $25,0{) $25.00 S26_00 S $ $26,00 $26.{)0 $ $26,00 $26,00 $26JJO $2(3)0 $26,00 $26,00 $26,00 $26,00 $26_00 $26,00 $26,00 S $26,00 526,00 526,00 526,00 $2:6_00 $2:6.00 $26,[)o $26,00 $26,00 Landscape Maintenance Assessment District No Annua! Engineer's Report PageS

112 ATTACHMENT 2 APN Owner Name ;: OAtMAN DAVID & JEAN COLL'> LUIS R TR Property Arldt~S 728 PARKSTON COURT 724 PARKSTON COURT City Stllte MODESTO (A Zip 953S7 953S7 2012~2013 Assessment $263JO FRAMSTAO RAYMOND J & TAMMIE LYNN 720 PARKSTON COURT $20_00 07$-002-0&0-000 ORTEGA FRAIN R & GLORIA C D6H>OO (,.,\STiGUONEJOSEPH B & BECKY M , WSfNSKY EDWARD & Lu81NSKY CARO. E CASTillO HECTOR 079-OC2-064-OOO PRASAD RAMA W1NGO NAIDA J & 000 SMITH MARQUE R 079-.()02-G VILLANUEVA DAVID M & VILLANUt:VA!)lANE 716 PARKSTON COURT 713 MiLBANK DRIVE 717 MilBANK OR!VE 721 MilBANK DR!VE 725 M!LBANK DRIVE 729 MILBANK DRIVE 733 MILBANK DRIVE- 737 MILBANK ORNE MODESTO fa MOOESro CA 9535S $2:&.00 $25.00 $26,00 $25.00 $26,00 $ &8-D00 JAMES BRENOAN RET AI HEWiTT SCOTT W!LKERSON KENNETH 07:) DiAZANGEUNA KEMPER CHRISTOPHER 5 D79,OOHi73-DDO GRANT CUltTI$ P, &- NANCY E 741 M!LBANK DRIVE 745 MILBANK DRlVE 817 SAUNA ORNE 821 SAUNA DRIVE 815 SAUNA ORN!: 3701 WICWTA 'I.lAY MODEsTO CA MODESTO fa $16,00.$1&.00 $26_00 $26_00 $ : BUt KiMBERLY ANN 079..Q ODO SATES HAROLD & JANICE Doo HESKEL MAHHEW 079..( MARTINEZ CONCHA A 37DS WICHITA WAY 3533 BATfLEBORO COURT 733 PARKSTON COURT 737 PARKS-TON COliRT 953S7 $ HASK L ROBE-AT P GOMAN TOD A & JENNIFER MAHARAJ SANJAIS & MAHAR-NARUNA D HUFfMAN JOSEPH R H & MAKLENE j 079--OC MC ENTIRE MICHM.L A & Me EN-:-tRE!,NNA M BATTl.EBORO COURT 741 PARKSTON COURT 3641 DRY CREEK DR1VE 3637 DRY CREEK DRNE 3633 DRY CREEK DRNE MODESTO fa MODESTO c.a. $.26,00 $1: CALVO SERG10 & SILV!A 079-oo3-00S, {)00 Met VENTURES Ll.C MAGCAIAS lo L& ViRGiNIA CORDOVA lsldro C 8. CORDOVA MARTHA R CHUANGS INVESTMENT inc 3619 DRY CREEK DR!VE 3615 DRY CREEK DRIVE 3621 DRY CREfK DRIVE 3513 DRYCRfEK DRIVE 3609 DRY CREEK DRIVE MODESTO LA \-;ODESTO CA 953.5'7 $ $2:6.00 C79-OO3-0G9-000 SINGH ASHOK K & SINGH jaqun GH_ MARTIN & G[t DEBORAH l (794) DO DOUGtAS GREG & DOUGLAS TErti 3605 DRY CREEl{ DRiVE 3601 DRY CREEK ORNE 3537 DRY CREx DRiVE MODESTO Cll '7 : "012,000 HERN;\ND l FERNANDO PARDO & GLORIA C ).{)OO WERNER RONALD l& werner jacqueune CRANDAll FREDERICK J HEIRS OF 079"()03Ail5-000 ANDERSON CAMERON C Gl6-000 D-!XON THOMAS 3533 DRY CREEK DRIVE 3529 DRY CREEK DRIVE 3525 DRY CREEl{ ORNE 3511 DRY CREEK DRIVE 3517 DRY CREEK DRIVE MODESto CA $1:6,00 $ MICHAEl SCOTT A S fraoa ADRIANA G DELANEY KIMBERLY R 019-D03~020-OOO EHRLER lee & EHRLER TI-\ERfSAA : DHALIWAL AMRiTPAl LUTTRELL ERlC ET AL MENDOZA ADR1AN & ROSA 3512 BERESfORD OR:VE 3516 BERESFORD ORNE 3520 BERESfORD DRiVE 3524 BERESfORD DRIVE 351& BERESFORD ORM 3532 BERESFORD ORNE 3536 BERESfORD DRIVE MODE5iO CA "l 9S $26<00 $26, MANHOSO FRANK & MANHOSO MARIA fischer WILLIAM & FISCHER CA~Ol 079--{ ooo MEYER FElESH,AJ ET Al 079--{}D OOO PRAKASH OM & SUSHtL REYES ffiunda M ir D79-OCtJ OO0 CHUNG W!LUAM & YE:H GEORGINA P~K-CH,NG 07S-D03-03D-OOO STANLEY COVE. & MACHELLE Q79-OO OO0 MUNOZALFR DO F & CEY!.ON A 079'0(13-031:-000 PALHEGY! HICK l 3540 BERESfORD DRIVE 3600 BERESfORD DRiVE 3604 BERESfORD DR~VE 3608 BERESFORD Of WE BERES FORO DfUVI:' 3620 BERESFORD DRNE BERESFORD DRIVE ERESFORD ORIVE 3632 BERESFORD DRIVE MOOESTO (A $20.00 $2,00 $26,00 $ $1 -,00 $ $25.00 $26,00 landscape Maintenance Assessment District No Annual Engineer's Report Page 9

113 ATTACHMENT 2 MN Owntr Name ~ ROTH WIlliAM C & ROTh DOLORES SOUS MARIA 079, {}OO MUNCRIEF DAViD E 079{ OG SHARMA RUOftA Dun & RESHMIKA DEL REAL INDELAClO & DEL REAL l'.len.il; ;HH8-DOO MORAtfS DIANA R {100 JORDAN NElL WAYNE & JORDAN MAR PEREZ CHRiSTINA M C79-00:!--{}42-OOO CQI\.ONAALVARO Property Address 704 SP"INDALE DRIVE 70B SPINDALE DRIVE 712 SPINDALE DRIVE 716 SPINDALE DRIVE no SPINDALE mint 714 SPINDALE DRIVE 72.8 SPINDALE DRIVE 729 SPINDALE DRiVE 725 SPINOALE DRNE Crty State MODESTO C4 Zip S7 9: S7 9S3S Assessment $26.GO $26,00 $2:6.00 $26,QO $2:6, HANLEY JOHN & SAMANTHA I, 07':1-OOHJ44-JOO GE15ER KATHLU"N 72:1 SPiNDALE ORNE 717 SPINDALE DR!VE MODESTO LA MODESTO LA $25, HOWARD IHOMAS A :Vi CLELAND DOUGl.AS B & C1ELANO PAMELA j BIELEFELDT JAMES W & MONICA C C48--OOO lots LLC 713 S?!N!)ALf DRIVE 7ff9 SPINDALE DRIVE 3617 BERESfORD DRM 720 MilBANK DRiVE MomSTO LA 9535'7 9'5357 $26,00 $25JJO $ MOODY ROBERT P &; MOODY DIANE K ')0-000 SWiTZER lyndell 724 MllBANK DRIVE 728 M(LBANK DRNE MODE510 CA $ KILGORE \.INDA l & SELLERS JESSE M 732 MILBANK DRIVE MAXWELL VtRGINIA :'H) JUDD JIMMIE RANDAll T AL S4-000 SPiEKER DAVE M & SPIEKEB JAN. R ALVEAR FEUCITA$ 079-W3-056-QOO WILSON janene M Ef Al ESPARZA WilLIAM & ElSA CASSIDY ALAN K & CASSiDY SU5AN H HAW!l ALFRED 736 MILBANK DR!VE 740 M!LBANK ORNE 744 MILBANK DRfVE 748 MILBANK DRIVE 733 SPINDALE DRiVE 3709 W!CHITA WAY 3713 WICHITA WAY 3717 WICHITA WAY MODESTO LA MObESro CA 9S357 $26,00 $21iOO $26_00 $25.00 C PALMER!N AR TURO & PATRICiA 079{}Q4-00S {)oo FRlEQRKH MATTHEW! TR MANUJLU NOEL M & MANLULU MAR!VlC f TOWNE JAMES E & TOWNE AMANDA J 3721 W!CHHAWAY 3725 WICHITA WAY 3729 WlCHrl"A WAY 3733 WICH!TA WAY MODES-TO CA MODtSTO (.4 MODESTO (.A 9S357 $16-00 $26-, lf.J alught GARY E & BETIY J TRS S-{)OO Of ALBA R!GOBERTO & DE ALBA SANDRA L 079-oo4 -:)10 (}00 DE ALBA R!GOBERTO SR & DH ALBA SANDRA ( WATTLE DANNY & CAROLANNE HECKLER. lawrence 5 TR 079~tpJ4...Qn-ooo GAROA ARMANDO & MARISOL RESENDIZ Q CURTR!GHTBARBARA TR Q KENN OYCHAD & SHINoau 079-Q{}4..u GETREU DANIEll & GETREU PArRIClA E 3801 WlCHiTA WAV WICHiTA WAY 3809 WICHITA WAY 3813 WICHITA WAY 3817 WICHITA WAY 3&21 WICHITA WAY 3825 WICHITA WAY 3829 WKHITA WAY 3901 WICHITA WAY MODESTO LA $4 $26,00 $26, D17-OOO MillER RAYMOND E & M!lLER)ERElYN CUIRIZ EDER JAV!EFI ALBERG OAVlO A & PAMELA M IRS ROSERTS BlLUE G & ROBERTS WAVA J "{}OO COKJUUE A 07g..004-!JZ2--o00 TEJADA SERGIO L RU!lGREGORIO & MARIA Q2:4--Ooo MARTINEZ ARTHUR J & EUSA R GARDNER GEORGE & GARDNER DAWN SAMUEl BENJAMIN &. JANET Y 079-tlO4--C27-OOO MORALES JOSE & MARIA &-000 SEN!NDAR & SEN SURUJ M 079-Q04...0Z9..QOO VIGfl GlSO ET At WEltS FARGO BANK NA rrustee 3905 W!CH!TA WAY 3909 WiCHITA WAY 3913 WiCHITA WAY 3917 WICHITA WAY 3921 WICHiTA WAY 3925 WICH!TA WAY 3929 WICH!TA WAY 3933 WICHITA WAY 844 LARNED lo\ne 840 LARNED U\NE 83fi LARNW LANE 832 larned LANE 828LARNm LANE 3925 SHARPSBURG DRNE MODESTO LA MODESTO c.a. MODESto CA 953S $16.00 $16.00 $26,00 526,00 $26_00 $16,00 $2.00 $15-00 $25.00 $26.{}O $26,00!}79--Q ooo VfGA CESAR & SABRINA MARTIN CHRiSTOPHER & MONIQUE 3921 SHARPSBURG DRIVE 3917 SHARPS8URG DRIVE $26,00 $26,O'J Landscape Maintenance Assessment District No Annual Engineer's Report Page 10

114 ATTACHMENT 2 APN Owner Nlllffie 079~JL14 D3H)OO Gin,; M!\.V15 J TR 079-!):J CHRISTIANSON ADAM E & YVONNE M {)7::H}04--(J35 f.loo CHICKfN RANCH MEWUK INDIANS 07S- (}{)~ PHIPPS CORY L & PHns CAROLE j 079-D04 {))7.{}OO REIFORO HANK W & RUFORD KAREN J SORIA J\JUAN ET AL Property Address 3913 SHARPSBURG DRIVE 3909 SHARPSBURG DR.IVE 3905 $4i\HPSBURG DRIVE 3901 SHARPS-BURG DRIVE 3821 SHARPS-BURG DRIVE 3817 SHARPSBURG DRIVE Oty State MOOESTO CA Zip 9535"1 953S] 9535] Assessment 526,00 $26_00 $ $2: M(E VENTURES LtC AU-yEUNG CHI &!'\J-YEUNG 11E H VASQUEZ RICHARD P &. VASQUEZ SHAROLYN SERNA JOE H & SERNA MARtA A 079-D oo SOLIZA RICK l & SOUZA MARVELYN WOOD SHAWN &. WOOD KRISTINA M l-lar1usu:t SCOTT leyton & SANDRA LEE (H1EN PETER C > D!\/iRQ JASON R ET AL KRUKAR JOHN & KRISTINE W 079~ EYRING MARION l TR BENTLEY DOUGLAS & BENTLEY lfeanne K () S1-O<JO DUMAS JAMES BRIAN 8< PAMELA L :'>000 EVANS-BRADLEY MlTTIEV & BRADLEY MARK D 079.-Q04-J53-DOO MORENO LUIS F & MORENO RO$AM GONZALEZ JUAN R 079-O{) CASTILLO RAfAEL SALVAT10N ARMY 079--U[J {)(iO CUNE DAViD L & DEBRA N TRS 079-D04-D FUGATE KAREN M TR 1813 SHARPSBURG DRIVE 3809 SH_ARPSBURG ORIVE 3805 SHARPSBURG DRIVE 3801 SHARPSSURG DRIVE 3721 SHARPSBURG DRIVE 3717 SHARPSBURG DRIVE 3713 SHARPSSURG DRIVE 3709 SHARPSBURG DRIVE,nos SHAHPSBURG DRIVE 3701 SHARPSBURG DRIVE 3712 WICHiTA WAY 3715 WICHITA WAY 3720 WICHlTA WAY 3724 WlCHHA WAY 3728 W!CHlfA WAY 3731 WICHITA WAY 3800 WICHITA WAY 3804 WlCHlTA WAt 3808 WICHJTA WAY 3811 W1CH,TA WAY MODoiD CA MomSiO CA MODESTO (.4 MODESTO ea MODf:STO CA 1v\OOESTO ell. MOOEW CA $26, $26,00 $26,00 $2:6,00 $26, $26,00 $26,00 $26>00 $ $26, ~-O {loo 079 {){j4 Q61-DOO COUCHMAN PAUL E & KATHRYN A CASEBE MA< RIZAUNA C Tf{ MAYOL BIRGIH A TR. ft Al 381 W!CHiTA WAY 3B2.0WlCHHA WAY 3824 WICHiTA WAY $26,00 $26,00. 07',H){M-062-0DO HERNANDEZ CESAR E & MARGARITA C (10) BEAUDETIE GARY & BEAUDETTE DEBORAH Q64.{jOO ALVAREZ LOUIS l ET AL MANON! JUDITH ISRAEl SAMMY S & SHERLY ESGUERRA 079-CiO'HJ ROJAS ROGEUO A ,000 OViEDO RAFAEL 5& OViEDO IRMA L O(KEV leota, l Til: 079-,::mS. lol-000 S!MP50N SfEVEN " BALUET RICHARD l & BAUJET$HERRY Q79--DOS-OOl-OOO BORDNER FATiMA $ HEllERUD GARRY A 8. HEllERUD ARLENE L SOUZA DONOVAN 8: SOUZA NICOLE BARRiNGTON AMANDA MAR!E S rl THOMPSON MELANIE 079~OO (}) LAKE DAvm E & LAKE MARGARET R 079~JD5--OO9-000 LEE EDMUND W TR GAROA WUARDO C & GAROA EUZABE1H A KHAMOO SABA & HILDA TRS BANK OF NEW YORK MELLON 3828 WICHITA WAY 3900 WICHITA WAY 3904 WlCH!TA WAY 3908 WICHITA WAY 3912 WICHlTA WAY 3916 WICHITA WAY 3920W!CHITA WAY 3924 WICHITA WAY 732 SPINDALE DRIVE 736 SPINDALE DRIVE 800 SAUNA DRiVE 804 SAUNA DRIVE 8n PARSONS COURT 809 PARSONS COURT 805 PARSONS COURT 80D?ARSONS COuRT 804 PARSONS COURT 808 PARSONS COURT 812 PARSONS COURT 817 l.eavenworth WAY MQDLCfO CA MOOESTO CA MOO 5TO CA $ $26_0.0. $2S,DO $26_00. ~26.00 $2.00 S2KOO $26,00 $25, MEmNA VlnOR & IRMA S13lEAVENWORTH WAY $26< FAGUNDES ANTONIO & HAIR JACQUEliNE K 079~ GARCiA MATIAS & GARCIA MERCEDES 079:-.(IOS-016 {loo SANDHU MANJINOER SINGH & SUKH1!T KAUR OWENS LARRY G & MARY I 07(H1OS-OUH1OO TAYLOR BRADLEY JOSEPH 809 LEAVENWORTH WAY 8GSlEAVENWORTH WAY 801 LEAVENWOR'm WAY BOO LEAVENWORTH WAY B04lEAVfNWORTH WAY MODESTO fa $2:6,00 $2:6.00 $26<00 $2:6.00 landscape Maintenance Assessment District No Annual Engineer's Report Page 11

115 ATTACHMENT 2 APN Owner Name D79-00S-019-QOO BiSHOFF PhYLU5 079-frOS-OZC-DOO GROSS 7HOMAS T EWING MARGARET K & JOHN S.{}22.-')OO AMIRAH yo-ubert e DAVISON WAYNE Eo JO , 000 HAWI\" ALF;{ED S-000 PLUMMER THOMAS L & PlUMMER JOANN L Property Address 808 LEAVENWORTH WAY 812 leavenworth WAY S16lEAVENWORTH WAY 3908 SHARPSSURG DRNE 3912 SHARPSBURG DR.IVE 3916 SHARPSBURG DRIVE 817 LARNtD LANE my State MODESTO LA MOOESTO CA Zip 953-0; Asse-»ment $ $25_00 $26,00 $26,00 $2.00 $26J){) OfS OOS< Q-OS-027-{)OO MERCHANT JEANETTE CHEN GFORGE CHONG IV" &. HOlLY YUN YAN S13lARNED LANE 809 LARNED LANE $20_ VAN DIEMEN MICHAEL S & LAURll 079-D05.{) UGH. MARK T Ol::h':lOS--D30-()OO WCA$ THOMAS M Il! & LUCAS US-A M 80S LARNED LANE 3909 GOODLAND COURT 3905 GOODLAND COURT MODES-TO c.'\ 95-3$7 $26.UO $26,00 $26_ (; BARKLEV JOSEPH E 079.QOS-032<JO{} &!WQKS ChARLES A & BROOKS SUSAN D Q19'{];}S DEutSCHE BAt"K N_",TIONAL TRUST ( OO {)O MORALES SHARON & LUIS YOUNGER ROGLR & LAURA & COLE TINA M,JJ9-00S ALVAR.ADO MARIA D G79-005"03E~OOO?ALMERIN JOSE DE JESUS 079{} HA.1TfR MICHAELA & UNDA OGS 040-0oo?ARKS STEVEN M & BECKY o79-00s OH OOO SEIDLER MICHAEL 0?9--DOS-041-{)OO MORAD EDMOND & MOR.AO CARMEN PULIDO HECTOR E n Al WALLACE JOHN W TR G?9-006-OO2-DOO M & M PROPfRTltS INC 07S-006--{)OJ-QOO VALLEY PROPERTIES INVESTORS LlC 079-0D&{ Ci-lHIiV! LIM 07S---OQ:6-00S-000 TRIMBLE ANDRrW J & TRIMBLE SHERRY L ESQUIVEl lames P & ESQU!Vtl SUZANNE: On DOO FEDERAL NATL MORTGAGE ASSOC Q79.oo6-OD8-{)OO REYES JIM R &. REYES HUoN S CITY Of MODESiO {}1G-OOO JOHNSON GERALD L ET AL 179..{}Oo" BUGARIN LUiS DEL R.EAL 079-O06 {} CAMACHO EFREN ET AL GAftGA FRANCISCO & YO;y.NDA Ol9--DOC-(J14-0Q{l Me CRARY lloyd U & MC CRARY MARY J (l s-000 PARK!NS HARRY ROSERT 'fa Ol9-{lO6-{\ TELLEZ MAURICE R & MARGARJTA F 07S-OO& 017--DOO TELLEZ MAURICE R & MARGARITA F Q {)18--QOO SANTOS WZ MARIA G79-OO6---'J19"OOO SANTOS LUZ & PADillA SALVADOR &. PADIllA ANTONIA MAUCH EVA & WREN G7S-OO BAlMS GllRNAM 5 & gall/lnder K LQTKO ANN E 079-{)-36-02H}(X) PER ljuan MANUEL & SILV!A?IJUDO S-00f) RAM RAV! PRAKASH 8; RAM SANJ!LA PflAKASH 079..Q BANUELOS MARTHA E "000 LEISHMAN DONALD E &. LEiSHMAN MARCiA l 079--OO Cl CONDER DEEORAH & BRAUN BR.ANDON 079-GD6'{} GOMEZ FRANCISCO J & PATfUOA 39D>.1 GOODLA.ND COURT 3904 GOODLAND COURT 3908 GOODLAND COURT 3912 GOODLAND COURT 3916 GOODLAND COURT 3920 GOODLAND COURT 800 LARNtD LANE 804 LARNED lane 808 LARNED LANE 812 LA.RNED LANE 816 LARNED LANE 820 LARNED LANE 824 LARNED LANE 737 WADDELL WAY 141 WADDELL WAY 745 WADDELL WAY 749 WADDELL WAY 753 '.vaddell WAY 7S7 WADDEll WAY 761 WADDELL WAY 765 WADDELL WAY 756 CODDINGTON WAY 757. eddington WAY 748 eddington WAY 744 CODINGTON WAY 740 C001NGTON WAY 736 eodington WAY 732 edd!ngton WAY 77.8 eodington WAY n4 eodington WlW 710 CQDINGTON WAY 716 eddington Wf.-Y 712 eod!ngton WAY 70B COD1NGTOtli WA.Y 704 eddington WAY 700 eod!ngton WAY 40 eedington way 701 edd!ngton WAY 705 eodington WAY 709 eodington WAY 713 eodlngton WAY 717 COD!NGTON WAY 721 eod!ngton WAY MOOE51O CA MODESTO Ct>, MOOf51O CA MOD-ESTO CA MODEsm fa MODESTO fa t-aodesto CA SJS $25.00 $ $2C,X! $26,00 $)8.00 $26.0'0 $2&.00 $ $ $26,00 $0_00 $20.00 $2IiOO $ S26.00 $20.00 $25.00 $26_00 $2.OO $2& landscape Maintenance Assessment District No Annual Engineer's Report Page 12

116 ATTACHMENT 2 APN OQ6...Q OwnerNamfl BAINS GURNAM 5 & BALVINOER K F1GUERQA LUiS E & FiGUEROA ISABEl L Property Address- 725 eoo:ngton WAY 72-3CODINGTONWAY City "Stat<!: Zip 953S As~(!s$ment $ G06 03HJOO Q D34-DOO & ockj 079..{) (} Q06-G J79..Q OC {) Ooo ~H) {) oo OG7 01O..oo O;' QOO o07~G s-G07-0l HJ2.0 0Q(} G21-DOO 079-oo7-0n.ooo {)( ooo 079~)Q7-030-OOO OO7-03Z-OOO HB Q G',)Q {)Q CARROll WWlt>l JOSEPH & CONNIE AMSROS1CH STEPHEN F ARMENDARiZ DAVID & ARMENOAfUZ LOR! A GALE MARK D II & DE8RA l TRS SlllEMON ANTHom GUZMAN JESUS A LOUCKS DAVID GEORGE & JOSEFA M TRS PATRICK _ANTONIO WRIGHT DARREN W & ANGELA M MCE VENTURES LlC DE BERRY GARY L & ALICE A LAMPROE LEONARa C & LAMPROf MARY A GARGA FElIPE & FLORES BLANCA ODISHO DAVID & ODlSHO JULIET WAY DONALD E & TERESA M TRS DAVID ViRGE-EN CONN HILARY A & GARY CHOW MINH LU ET AL B,BENS ROSERT E TR5&!)jSENSJO ANN R BROWN JEFF RUNYAN JOHN MICHAEL & BRANDY LYNN TRS l & D REN"rALS LtC SWEETEN HAROlD SANCHEZ ENi'UQUE PfN!R!ANJOO! FERNANDEZ HAMlRO & ALMA ZAMORA GU!LLERMO STOlmERG WllUAM R & HOAl irs L So D RENTALS LlC MCCULLOUGH STACl H At CHAUV'N GARY & DEBBIE MARSELLA BARB..!I.RA A UONSGA Tf tlwestments LtC ORR MlLDRED METAL MEYER USAM MENDEZ H1LARlO SANTOS RICHARD GOOTGEtD MARLA OCHOA JOSE G ET AL ACOSTA DAVID ET Al SCHULTZ BRENDA J & RONALD SCALA PAOLO & MEDINA MIRIAM JIMENEZ GREGORIO MOLES EDWARD A & MOLES SUSAN H VALlEY PROPERTY!NVESTORS LtC TRIMBLE BRENDA E POZZOVU JOHN l SINGH SUR-VJ B & SINGH lachmi BAI DE LA TORRE CONRAD M & ROSEMMY H: MARGA-NO ARMANDO 0 & REMEDIOS R PLACE GREGORY & SHE R! L HAAAKH DUSTIN l HAM TAMMY.ITR 733 COD1NGTON WAY 737 eooington WAY 741 COD1NGroN 'WAY 745 CODiNGTON WAY 74,;} CODiNGTON WAY 744 CARRBORO LANE 740 CARRBORO lam 736 CARRBORO LANE 732 CARRBORO LANE 728 CARRBO'lO LANE 724 CARRBORO LANE 720 CARRBORO LANE 715 CARRBORO LANE 711 CARRBORO LANE 708 0\RRBOHO LANE 704 CARRBORO LANE 700 CARRBORO lane 729 WADDELL WAY 725 WAD)W. WAY 721 WADDELL WAY 717 WADDELL WAY 713 WADDElL WAY 70'l WADDEll WAY 705 WAOOHl WAY 701 WADDELL WAY 669 WADDEll WA 'f &65 vjaod-ell WAY 561 WADDf:LL WAY 657 WADDELL WAY 653 WADDELL WAY 649 WADDELL WAY 645 WA~DEll.. WAY 641 WADDELL WAY 648 WADDELL WAY 652 WADDEll. WAY 6-56 WADDEll WAY 721 R!EDSVltlE COURT 717 RIEDSV!LLE COURT 713 RiEDSV!LLE COURT 716 RlEOSV1LLE COURT no R1EDSV(llE COURT 712 WADDEll WAY 716 WADDEll WAY no WADOEll WAY 714 WADDEll WAY 728 WADDEU WAY 732 WADDEU WAY 736 WADDEll WAY 740 WADDEll WAY 737 CARRBORO LANE TB C..ARRBORO LANE 719 CARRBORO lane 725 CARRBORO LANE MODESTO (A MODESTO e... MODESTO 0\. MODETO CA MOOJESTO CA MODESTO C" MOot:5TQ CA MODESTO (A MODE5TO CA & :'7 953;;7 953';' ~3S S $26,00 $26_00 $25.00 $2,6.00 $26, JO $ ,00 $26,00 $20_00 $26_00 526,00 $26,00 $26,00 $26DD $26,00 $2.00 $16, $25.00 $26,00 $26,00 $26,00 $26,00 $26,00 $26-00 $26_00 $ $25.00 $26,00 Landscape Maintenance Assessment District No Annual Engineer's Report Page 13

117 ATTACHMENT 2 APN 079-OC7-037~QOO O]9-W7"G38~Ooa fj79 (lohh GH) D Q41-0(y) 079.-Q{lY {}42 00D OWl1er N~me A AlA ROBERTO DUARTE irs & AYALA lucy C NAVARRO RAFAEl HARRiSON KAREN S V'llM.oVOS YOLANDA 8.. ART R GALLOWAY JA.CK FEDERAL NA TlONAl MORTGAGE ASSN Property Address 721 CARRBORO LANE 7) 7 CAR~BORO LANE 713 CARHBORO LANE 109 CARRBORO LANE 70n CHAD8URN COURT 704 CHADBURN WURT City State Zlp 2012.;1013 ~se-1sment $16DO $leoo $2:6.00 $ ; GRIM ROBERT & AMANDA 708 CHADBURN COURT %357 $25, D7~044-DGO SAMRA GLlRDlP & PREE! 712 CHADBURN COURT MODEro ( STAPf GLENDA G QOQ SiNGH JORAWAR ET AL 07!lOO TRUESDAH SHELBY j 7Ui CHAD5URN COURT no CHADSURN COURT 724 CHADBURN COURT ,00 079"OW G OC7-(49))00 BAHI EILEEN IBARRA JUANA 721 CHAD8URN COURT 717 CHADBURN COURT MOCE$'fO CA $2&, {}DH)SO OOO YEFREMfNKO ALEKSEY & CANDICE BROOKS HARVEY EARL TR 079-0'J ESTRADA-GAMBOA RAMON 079-D07-CS3-000 SILVE!RA ~ERNANDA 713 CHADSURN COURT 709 CHADBURN COUR1 los CHADBURN (OLRT 3725 CREEDMOOR AVENUE MODESTO Ct. MOOfSTD CA 9535' $2G.00 $ $26,0{} 079--OfJH)S4-000 Q79 -(}Cfl--055-DOO 8ERTRAM ELLEN TR PEREZ-lOSE P & PEREZ ROSA M 3721 CREEDMOOR AVENUE 3717 CREEDMOOR AVENUE S2KOO $:(1), SKOCHKO KAThlEEN A & 5KOCHKO RIG-MilD A DAVIS JAMES R & DAVlS letec1a B Q79~JOS..ool 00{) BUAYA DAVlQ S ::1 DANIEL JAMES ET AL 3713 CREEDMOOR AVENUE 3709 CRE-EDMOOR AVENUE 620 Me elupe ROAD 616 Me (LURf ROAD MODESTO (A MODESTO eft $2&00 $ , CONCHAS SANDRA H RENO ~R D W 61Z Me CLURE ROAD 608 Me CLURE ROAD $2&.00 $25, <)00 CHAND VUA Y,& MATI SOHAN CHAND VUA Y V ET Al Gl9--OO8"007.-(jOO JACKS-ON MATTHEW &. JACKSON SUZANNA G79-D WARD DONALD G & CARULE -WARD CARRIE MOUNDI HARINDER K & GURDIAL SINGH W BORGES ;RANK J M!lLER THOMAS H II' G79-o(}8-'J12~OOO COLEMAN TERICA T 604 MC CLURE ROAD GOO Me ClUPE ROAD 5M Me CURE ROAD S6D Me ClURF ROAD 556 MC CWRE ROAD 552 Me CLURE ROAD 548 Me CLURE ROAD 544 Me CLURE ROAD MODESTO eli, MODESlO LA S ::' $26,00 52EOO 526,00 $26,00 $26_ OOS MAHARAJ ARNOLD TAGRE ABEl JOSt & Tf:R.flJE MARtE Tas DECKARD GARY & lvonnf.lrma IRS $ASWK SATtSfl KUMAR & RENUl(A. DEVI 0I9-OCl {loo PEEK (HARtE'S & PEEl<; ADRIENNE BERNAL ARMANDO R & BERNAllACKI g...QOO SHARMA DEO 0 8. UMA l CARDOSO JOHN P MARQUEZ VlctN1E J'V"ARTIN Z VltLAGE SOWTIONS FOUNDATION 540 Me (LURE ROAD 536 Me (LURE ROAD SOl REDFiELD AVENUE 505 REDFIELD AVENUE 509 REDflElO AVENUE 513 REDFIELO AVENUE 517 REDFIELD AVENUE 521 REDF!ELf} AVENUE 515 REDFIELD AVENUE 529 REDFIUD AVENUE 953S7 9535'7 526,00 $ ,00 $26,0{) 019-{)Q8" TANAKA KIMBERLY ij79 Q{)g-02HIO()!SHAYA JACK DAVIDTRS & I$HAYA E115HWA l 079-0{lS-025,OOO U YUN TO & U STELLA S-C EITENCOURT JOHN C TR5 ET Al KUMAR PRANEEl 079.OO2-0Z8-0OO ATHWAL NAVJOT MIRELES HMNClSCO SF! 8.. MIRELES LAURA 079-:JOB..fJ3D-1)OO BROWN CAROL C Til: WRIGHT JACQuEUNE l TR 079..QOB lones CARROLL 1 jr & JONES BARBARA l 079-COSAJ33--O-:JO LA WAS MiKE & 5HIHlfV lh TRS 533 REDflEW AVENUE 601 REDF1ElO AVENUE 605 REDf!ELD AVENUE 600 REDFIELD AVENUE 613 REDfIELD AVENUE 617 REDFlELO AVENUE 3516 DRY CREEK ORNE 3520 DRY CREEl< DRIVE 3524 DRy CR.EEK DR!VE 3528 DRY CREEK DR!VE 3532 DRY CREEK DRIVE MODESTO ea. MODESTO ea. 9.')354 $2,00 $26,00 $ ,00 $26,00 $ $26,00 $16,00 D79-OO QOO BHATT[ BAlBIR S & iasvlr K 3536 DRY CREEK DRIVE $25,00 landscape Maintenance Assessment District No Annual Engineer's Report Page 14

118 ATTACHMENT 2 AF & Owne:rName S!NGH KUlDlP & KOUR jasbir Property Addre~ 35DO DRY CREEK DRlYE City State Zip lou-20l3 Assessment EDWARDS ROBERT S IV 3604 DRY CP.:EEX DRIVE 9S351 $25.00 o-noo Ofmz MAnAS & ORm JOSHINA 3608 DRY (fleek DR!VE $ 'l9-00B SULLIVAN MlCHAEll & SANDRA L 3612 DRY CREEK ORNE MODtSTO CA $2& CARPENTER WALTON L& CARPENTER TERRAE 3616 DRY CREEl( DR!VE 0]9-OOiH}40-0Q() ECKLES I.\OBERTS & fcktfsjuue l 3620 DRY CREEK DRNE MODfSTO CA $ Q08-0ol1 000 HENSRUD VICTOR & lennifer DRY CREEK DRIVE 953$ ~-.1ALlEY KATHERINE S DR)' CREEK DR1VE MODESTO (A Q74-{)OS-043-0OG KEllER- AU'REQ W 3632 ORY CREEK DRIVE {)AV;S- WHLA B & DAV1S WAYNE W 3636 DRY CREEK DRIVE HERNANDEZ FRANKl 8< DIANA C 3640 DRY CREEK DRIVE $-25,00 D STAMPS GENE A & GLOR1A M 532 WILMONT LANE r"lodesto CA llmenel GERARDO 536 W)LMONT LANE MOD S--;"D CA MATULIS ERIC A 3633 HIGHMORE LANE $ B-049'{)OO [HIU JOSEPH C & CHIV HELEN LEE 3629 HIGHMORE tane $ S-GSO.{lOQ FARA AHMED & FARA MUFDHLA 3625< i-hghmor LANE $ B JAUREGU! HORACO J & SUS.ANA 3621 HIGHMORE iane 079-G t'OO CISNEROS MARTIN T & CISNEROS MfLiSSA 3611 HIGHMORE LANE G79-OO8 053~O SINGH NARAYAN & SlNGH PREM 3613 HIGHMORE LANE Q79"{}o8-0S4 QOO WHITAKER SAtJDIA F 3609 HIGHMORE ll\ne $25.00 Q79..{)Og, PRASAD- JACK J & RESHMA 0 360S HIGHMORE tane 953S7 $25.00 OnOOE GUT!ERREZ JESUS & MARIA DE JESUS 3601 H1GHMORE LANE WEllSJEFFRfY R & CARRiE H 3533 HIGHMORE LANE f'qslan!ec COSy L 3529 HiGHMORE LANE MODESTO (A $ADA FRED & JACK!E N 352:5 HfGHMORE LANE $ WHITE JOHN l & WHiTE MARlLYN K 3521 HIGHMORE LANE fH)61-O{)O BASS! joe'& loran TRS 5517 HIGHMORE LANE MODESW CA $ ~j.062.(lOO KOI(OlOGtANNAK~S MARTHA TIl 3513 HIGHMORE LANE MODE$TO CA $ HENRY jill 8. MULliNS MARY FRANCES TRS 3629 AHOlA AVENUE 9S351 $ POI( NAVEEN ET AL WR1GKT ROSERTT SR 3625 ARD-!A AVENUE 3521 ARDlA AVENUE MODESTO e!l, ~HJ{J9-,OO6-OQC DALMAN NiNON M 3617 ARDlAAVENVE MODESTO (A $ Q DOO REDDELUAMES & JENNIFER 3513 ARDIA AVENUE 953S7 $ {)09-OO8-000 RlJSH ROBERT P SR & PATR!OA L 3609 ARDiA AVENUE REYNOlDS EVA NELlTR 3605 ARD1A AVENuE 079'{)OS DIO-OOO WlWAMS DONALD F & DEBORAH A 3501 AR{HA AVENUE MOD[STO CA ~;JOO NAIRN DENN1$ &. NAIRN REBECCA?tRK~NS ROHERT 35:':,3 AROIA AVENUE 3529 ARDtA AVENUE faodesto CA MODESTO r.a $26J)O johal SUKHWINOER KAUR & JASSIR S SINGH 3525 AHOlA AVENUE THANotHS&$K 3521 AROlA AVENUE RATfANANA, KAYTI-lAW EP 3517 ARDIA AVENUE ()16-DOO MARTINEZ TONY R JR 3513 ARO\AAVENUE D17...{)OO BILYQASTE'-1EN M 3512 BALFOUR LANE SREWAL1ASKIRAN 3516 BAlfOUR LANE 953S7 $26, OGDEN ROBERT C & DEBORAH A TRS 3520 BAlfOUR LANE FOUNTAIN TIMOTHY j & FOUNTAIN DE80RAH 3S24 BAlfOUR LANE 079cQ-J9-D21-00D MillS AUDREY C 3528 BALFOUR LANE MODESTO CJ\, 953:5"7 $ COLlS W!S R TR 3600 BALFOUR LANE 079-0iliL MANRIQUEZ UBALDO & DORA 3604 BALFOUR LANE AMER-El CLEVE & ROSA 3608 BALFOUR LANE $ H)()9-01S..f)OO M!AAU.E GRACf A TR ALFOUR LANE $ J09-02S.o00 tet.\'man"kl,lnkler BRENDA f m );616 SALFOUR LANE ~009-0Z7-o00 HANSEN ERiKA & DAHUN KElTH R 3620 BAlfOUR LANE 526.DO 079-G09 028,-OOO CHAVElAlfON$O & CHAVEZ-GONlALES JUDY 3624 BALFOUR LANE O{} )00 SANCHEZ HUGO & ZENAlDA AlfOUR LANE Landscape Maintenance Assessment District No Annual Engineer's Report Page 15

119 ATTACHMENT 2 APN Owoor Name Property Address :m-Ooo TOMLINSON MA.RXS & TOMLiNSON 'ENNIFER 3612 B/.".lFOUR LANE G79'{}D COVEA PETER C & CAROL M TRS 512 WILMONT LANE (JO::HBZ OW SHElTON CHRiST!t~A D 516 WllMONTlANE FRANCO DANIEL R & TANIA SALIBA 520 WiLMONT.LANE BARRY MAGED 524 WH.. MONT LANE BIZZINlKELlY A & B,ZZINl SHEllY 5n) la1lmont LANE OI9-00:H}3.6-,ODO CHEN KOM & SAYKO (HAMNONS 3628 HIGHMORE lo'\ne RAMIREZ JESUS & LORENA 3624 i-hghmore LANE 0}9"()09--03B OOO MARlA LOUISA HUMAN 2010 TRUSl 3620 HIGHMORE LANE 079.oo9-G WiLHELM DENNIS & WILHELM JANICE 3615 HIGHMORE LANE ALBARRAN CELlA? ET Al 3612 H!GHMORE LANE 079'OO~H14HiOO VIZCARRA JOSE A 3608 HIGHMORE LANE 019-{};) YA\) II.lNG PO &. YAu 5U AI 3604 H!GHMORE lane 079 {)09-li THE BANK OF NEW YORK MELON TRUSTEE 3&n-J i-!ighmore LANE (HaJ [r~t;r.le$ 3523 HtGHMORE lane 0l9<i09-04S{)O(1 FOR-5ES DEENA /II; ET Al 3514 HIGHMORE LANE MINOT SANDRAJ & MiNOT BRAD 3520 H'GHMOR.E LANE O]S ] 000 DUSCHEN i'l,la-n f & DUSCH EN LENNA J HIGHMORE LA-,"'lE :-048 (}00 SFYKSMA GLENN D & CARLA 3512 HIGHMORE LANE 079-DOHMg O(){) MAHU$A SATURNiNO & MAHUSAY PATR:CiA 3513 BALFOUR la"le Q79..()Q4.0S0..fr.:){l REYNOSO SOCORRO GUT!ERREZ BALFOUR LANE allukopf GREGORY E & BILUKOPF UNOA M 3521 SAlFOUR LANE PETERSON GAll W & KAREN TRS 3525 BALFOUR lane C S PRAKASH StJSHE[L & DEV~ VINITA 3529 BAlfOUR LA.NE OSHANA DOONA 3533 BALFOUR lane 0]9 0Gg.[}S5-000 'JERSOLA KENNETH & VEfl;5GLA DONNA 3501 BALFOUR iane MART!NEZ RICHARD A &: MARTINEZ MARTHA BALFOUR LANE VALADEZ RUeEN & KATHLEEN 3609 BALFOUR lane 079 QG9..05l3..()OO HtDRlCK KENNHH L& HEDRICK MARGIE 3513 BAlfOUR lane WASP!:: LAWRENCE E MD BAlfOUR lane RODRiGUEZ MARlO & RODRIGUEZ SOMA, BALFOUR lane Hn10 CISNEROS STEVE P & CISNEROS ELViRA 362S BAlfOUR!.ANE o62.{lOO MARXMiliER RONALD & MARILEE 1633ARDIAAVENUE (:AST UN\lOS ROBERT &. MARlA 609 WADDEll WAy 079~:)10"OO2 0GO- CICERO EDWARD FRANOS JR TR 613 WAD-DELL WAY D H1OO RNERAHSU-S 8< HERMlNA 617WADOEU WAY D WNIS la VONA l 621 WADDEll WAY U MALDONADO LUIS & MALDONADO ERENDIRA 625 WADDELl WAY 079-O1(}.-006-O00 BEtTENCOURT JOHN C Ef AL TRS ET AL 629 WADDELL WAY \) AtSPURO ROSALVA P 633 WADDEll WAy HERNANDEZ PONOAND &. CALDERQN MARfA 637 WADDEll WAY PRASAD BiNESAR! & SATYA 'IN 3700 CREEDMOOR AVENUE D79 (HO (HO-OOO LEFHNDEGU! JOYCE C n AL 3704 CREEDMOOR AVENUE TRIO DONNA M 37(}8 CREEDMOOR AVENUE PRASAO RAKESH 3712 CREEDMOOR AVENUE Q-.013 GOO ANTONiO MARIA E"f AL 3716 CREEDMOOR AVENUE 07~H} STQCKAND MJMi M 3720 CREEDMOOR AVENUE Q-.015~OW W;\TSON 'THOMAS R & SHARON M 3724 CREEDMOOR AVENUE O?9 {JlG-016-OOO M,>\O LEANG & TANG CHHiENG ENG 3na CREEDMOOR AVENUE NELSON RONAlD J 3732 CREEDMOOR AVENUE RAMlfigGAB.P.JELA 3736 CREEDMOOR AVENUE G19-00G CHESlEY JENNifER V 3800 CREEDMOOR AVENUE O QZO-OOO AU YEUNG CHI & AU-YEUNG 'TZE HING LAM 3804 CREEDMOOR AVENUE SAlDANA 6fNJAMiN 3BMCREEOMOOR AVENUE VEl.AlQUEZ RAUL & VELAZQUEZ MARIBH 3814 CREEDMOOR AVENUE City State ZIP MDDESTO (4 9S MODESIO CA 9S:!5S M{}:::JtsTO CA MODESTO C/\ MOOESTO CA 953S7 MODESTO (A MODESTO (A MODeSTO (/\ MODESTO (A 9$3$7 9S357 MODESTO CI.\, MODESTO LA MOD "cm CA MODEm CA 9535-'1 MODESTO (A S7 MOD~STO CA 9S357 MODESTO (A ')357, MODEsTO CA MODEsTO CA A.!$e:nment $26,00 S2. -i)o $26,00 $25.00 $26,00 $16.00 $26,00 $ $ $26, $2&.00 $25,00 $26.DD S26JlO $ $16.00 $16.00 $2.6.0Q $15.00 $2:6.00 $26,00 $26,00 $26,00 $16.00 $25.00 $ $ $26-,00 landscape Maintenance Assessment Distrlct No Annua! Engineer's Report Page 16

120 ATTACHMENT 2 APM G-D23-00c OWner Name HURLEY TERRENCE & PAMElA S Property Address 381& CREEDMOORAvENLJE City State MOOES-TO CA z~ 9535' ~ment H1OO SITWARf ALlAN HENRY ET At TRS JAMES-GLORIA R ET AL D79-OlO-026-GOO TOOMBS ROBERT D & TOOMBS K!M G n OOD KUMAR AB!NESH 3900 CREEDMOOR AVENUE 390--ti CREE.DMOOR AVENUE 390R CREEDMOOR AVENUE 3912 CREEDMOOR AVENUE MODESTO fa MODES1O CA $ DQ $25, {)QO BfNNm DANNY T 3916 CREEDMOOR AVENUE O-029..Q O--IJ30-oo0 O'lHHO D'l'RCl]EFFfl.cy lee GALlOW f!sher. USA M SMiTH JUSTIN KEITH 636 eodington WAY 632 CODlNGTON WAY 62B CDDINGTON WAY 9S3~7 $25,00 $':Ui,OO D79-01(J-o:n ooo laurance MiCHAEL E & DEBRA D]9.0l0-03}.-{)OG LONERO CHARLES & tonero ANNA M (100 LOVEALL DENNIS) & TANG janny LUll 614 eodington WAY 620COD1NGTON WAY 392S DILUNGHAM AVENUE 9S357 $2.6<00 $25,00 $ HALE GENNA M CHARLE5- TIMOTHY M & CHARLES USA A GALLEGOS EUD!A C : 000 RAM1REZJUAN J & RAQU(l.COSIO PAS-LA KARJEET SiNGH & PAB-IA JASBEER \than SUN!LA 'fr { o-'l1~:)OQ PERA ADRiAN 079~OlO-{)42{}oo BRESHEARS DONALD K 079..o1[).04~ODO DELGADO M!GUEL 07S-010 Q HERNANDEZ PANN! LEE 3921 DrlUNGHAM AVENUE 3917 DiLLINGHAM AVENUE 3913 OILUNGHAM AVENUE 3909 D!LLiNGHAM AVENUE 3905 DIllINGHAM _AVENUE 3901 DILLINGHAM AVENUE 3825 DllUNGHAM AVENUE 3821 DIlUNGHAM AVENUE 3817 Di\..UNGHAM AVENUE 3813 DH.. UNGHAM AVENUE MeDtS-TO fa 953')7 526_ $26,00 $253}O $ d $26.0-::1 52&.00 D79-OlO-G4S-0C)(l HO TONY j( & HO CLAIRE 3809 OlWNGHAM AVENUE. 079-{)iC' 046-DOO CUEVAS lose C ET AL ALBAR"tAN MUTRO 5 &. ALBARRAN CEUA P 3805 D!llINGHAM AVENUE 3801 Dlll!NGHAM AVENUE $ OlO-048.QOO GALlO MARTiN & GAUO SEATR!l 0' SANTOS UJ7. MARlA 079--OlO-OS(}OOO PEREZ JOSE P & ROSA M KUMAR ASHOK MADR!GAl ROBERT 079< GARDAU CHARLES J TR DENEAU JASON & K!MBERlY mH-OOO ADAMS DONALD KENT & HOllY B 079..Q VARGAS RACHElLE E & VARGAS EDWARD J UANG JIN &. CEN CHUNYAN HJD4-000 momou N!NOUS & OOMARINA YOUNAN MARIAM RODRIGUEZ MARCELINO & RODRIGUEZ ELENA CHUANG-$ lnvestmf.nf INC 079-0H ALVES JASON l 079--{}11-009,OOO WONG 5HERRE l TR SAMO WAY 3725 Dlt.UNGHAM MENUI' 3711D!LLlNGH}\M AVENUE 3717 D!lllNGHAM AVENUE 3713 OfLUNGHAM AVENUE 3709 D,LUNGHAM AVENUE 3705 DILuNGHAM AVENUE 3701 DtLllNGHAM A\o'ENUE 3700 Q!LUNGHAM AVENUE 3"104 D1LUNGHAM AVENUE 3708 D!LUNGHAM AVENUE 3712 D!lllNGHAM AVENUE 3716 OIWNGHAM AVENUE 3720D!UJNGHAM AVENUE 3724 DltuNGHAM AVENUE 3800 DllllNGHAM AVENUE 3804 OlLUNGHAM AVENUE 3808 DllUNGHAM AVENUE MODES-TO CA MODESTO (A. MODESTO fa $ $2,00 $ $ ::n1~ KINGSlEY BRANDON K & AMBER N {)oo STIllWEll VINCE & ESCOBAR EVELYN R.O\NE DANIEl. V & ROWE MICHEllE R 079-D11,014--Ooo LOMQ THOMAS A & LOBAO USA D oo COUTO MANUEl 3812 D!WNGHAM AVENUE 3816 D!lLlNGKAM AVENUE 3820 D1WNGHAM AVENUE 3B24 DIlliNGHAM AVENUe 3900 D!LlINGHAM AVENUE MODESTO (A :?57 $25.00 $25.00 $26.0D CONTRERAS JAVIER O]9-01Hl BAKER HAROLD & MElV1ARENNA VASQUEZ ROSA & PEDRO D79-ClU SAl{ffR RACHEl MENOEljOSE ALVAREZ & ITRES.<\JE5U SAEN6SOtJRY rdmy &SAENGSOURY MARY 39{14 OILUNGHAM AVENUE 3900 DILliNGHAM AVENUE 3912 DlWNGHAM AVENUE O!LUNGHAM AVENUE 3920 DilliNGHAM AVENUE 3924 QILlINGHAM AVENUE $26,00 $ $26, MARQUElELllABETH K & MARClUt:z RICHARD 079..(l11..vn-Ooa HAM!lTON ROBERT A & HAM!LTON KAHll.EEN 616CODlNGTQN WAY 512 edd!ngton WAY MODE.5TO CA $25.00 landscape Maintenance Assessment District No Annual Engineer's Report Page 17

121 ATTACHMENT 2 APN 079~0l1"0244)OO Owf'lJi'!f Name REGALADO JUAN ft Al Property Address 608 eodington WAY City 5t;j!;e lip ,0 CA AsseS$ment "025"000 CEJA MJGUEt Y & BEATRICE 604 COD!NGTON WAY D2&-OOCl MORALES STAOE A & KENNETH 600 eodington WAY 07~l Oll LEBON FRANCiS louis 3925 ElLEN80ROAVENUE MODETO CA NA.VARRETE RAY H 391:1 EllENBORO AVENUE KUNGENBf.RG W & KLiNGENBERG TERRtf. R 3917 ELLENBORO AVENUE 'Oll 0:~O OOO Me KAY lames A & Me KAY MARY l 079,011"0314)00 ~ERNAND Z ELMA ET AL 3913 ELl.ENBORO AVENUE 3909 ELLENBORO AVENUE MODES"fO CA $ BAILEY EI.1ZABETH M & HAllEY STEVEN R 3905 [t.unboroavenue ':"H)U 033:000 MANI GYANESH & SHAKUt-.iTALA 3901 ELLENBORO AI..'tNliE MODtSm CA 079 {}11-D {)OO love Jp.MES H & LOVE BRENDA W LEVCHENKD LAURiE 3825 ElLfNBQROAVENUE 3821 ElLENSOROAVENU( COO KJRKBRJOE CHRISTOPHER C f.t Al 3817 ELLENBORO AVENUE $26, D GARRISON JAMES A TR 3813 HHNSORO AVENUE $2: "(}1l "{)}9 QOO 079~:)11-(}40~DOO 079..Qll-04H}OO OH.(}l QOO GUTIERREZ 10$E E StON!KER MARLENE BANKS TONYA SANCHEZ DAVID & lenntfer MORRIS SAMUEL DAVfD ET Al 3&09 ElLENSOROAVENlJE 38DS ELLENBORO AVENUf ELLENBOROAV NUE 3725 ELLENBORO AVENUE 3721 ElL NBOROAVENUE MODESro CA MODESTO LA $25.00 $ < U-043..QOQ lop"ez DIANA MORENO ET Al KEYGliALD! KARNAVA.L.& STHI ELLENBORO AVENUE 3713 ELLENBORO AVENUE MODETO CA MODESTO ea $ " COSTA WiLMA D &-000 WRUCK JAMES A TFi. 079-Dl o00 OW-IIL JOSEPNINE U m O'J!) HONS RGER ROBERT & HONBERGER USA 3709 ElLENBORO AVENUE 3705 ELl.ENBOROAV.ENUE 3701 ELLENSORO AVENUE 541 WADDEll WAY 953S $ tTYAGHOUe. VllHAM & BETYAGHOUB LINDA 545 WADDELL WAY $ o Q00 07::HJ12-(l04..QOO WONG SA.! YING & UX1AN!WANG TRS YU BETTY 549 WADDELL WAY 553 WADDelL WAY MODESTO (..3. 9S357 $16.00 G79...Q12'{)OS-OOO CHAND ATiSH & REENA POULUS MARGARET $ n AL 557 WADDElL WAY 6lJ1 WADDELL WAY MODESTO ea. $ MilLER JOSEPH () O(){) D5;M u.c 3700 ELLENBORO AVENUE 3704 ElLENSDROAVENUE Q79"()l2:..Q D79...Q12-01O{1{}Q MATOS BRUNO 0 & MICHEllE N KIDD BRIAN & KIDD KIMBERLY 3108 EllENBORQAVENUE FU ELLENBOROAVENUf. $25, Q ESrRADA JOSE 8. AUC;A '000 SERRANO GUADALUPE & tv'iaria ELENA VALENCIA-BOSTIC D NEllY EllENBORO AVf.NUE 3720 ELLENBORO AVENUE 3724 ELLENBORO AVENUE. MOD 5TO CA $ OT9..Q HUDOCK TERRY BLUE MOUNTAIN HOMES LlC 3800 ELLfNBOROAVENUE 38{l4 EllENBORO AVEl'IlUE MODETO CA $26, o NASER BL.!".!R ALAN & NABER JUDY LYNN CHUANG TINA Y f}79 {}lz Ol&.OOO AGAS lanel YN R C79..(} (JOO MAOEltOS KA.THlE N J 3808 Ell.EN60RO AVENUE 3812 ELLENBORO AVENUE 3816 ELLENBORO AVENUE 3820 ELLENBOR.O AVENUE RlTZK GARY T & 8RITZKE PA THIClA l PENA B. RNlE & PEM TREANNA 3824 ELLENBORO AVENUE 3900 ELlENSOROAVENUE MODESTO f.a 079-fn (}OO BETTENCOURT JOHN C TRS ET" AL 3904 EllEfIIBOROAVENUE 9535"7 $ SOLOMON LLOYD R & SOlOMON JEAN ~ 3908 ELI.ENBOROAVENUE $ DILLON JOHN E 8. CAMMY A 079-G12-02S-000 RODRiGUEZ ALFONSO 3912 ElLENSOROAVENUE 3916 ELLENBORO AVENUE FIWCELU ANTHONY J 8. fllllcelu ElIZABETH 3920 ELLENBORO AVENUE MATAJUANWETAL 3924 ELLENBORO AVENUE S-000 ROACH ERiC M & ROACH NANETTE ( 079-Qll AUST!N BEVERLY MCE VENTURES llc 556 CODINGTON WAY 552 eddington WAY 54SCOD1NGTON WAY MODESTO fa MODESTO (A MODESTO C.A $ O12-0}1 000 ADNE'f TAMMY M 544 COD1NGTON WAY MODESTO c.a. landscape Maintenance Assessment District No Annual Engineer's Report Page 18

122 ATTACHMENT 2 AP-N 079-D12-G32~OOO OWner Name KHAMPHllAVONG VIlAVPHQNE ET AL Property Addre$$ 540 eod!ngton WAY City State lip MODESTO (I}, Auessment $26_00 079< HEWiTT RACHfl Til GATESV1LLE AVENU( $ {}OO TAVLQR ANTHONY M & TAYLOR MARY l "() RATANA K,t.M & RATANA TiMOTHY AJ SOfUA RUBEN & SORIA GlOR1A l 3921 GATESVILLE AvENUE 3917 GATESVU.lE AVENUE 3913 GATESVULE AVENUE 953':>4- MODESTO LA $25.00 $16,00 526,00 079~J12 U o-'J CHENG WILUAM D TORRES VlCOTR MANUEL & PANTOJA MARlA 3909 GATESVILLE AVENUE 3905 GATESVILLE AVENUE MODESTO C;\ 079-:') C PARSONS NANCY M VOQUY HIE? & PHAN ijen TRS TUERS TERRY S'& TUERS LH~ORt.l 3901 GA TESV!Lli: AVENUE GATESVilLE AVENUE 3811 GATESVILLE AVENUE 953.'>7 $26,00 $25.00 $ KiNNE DONNELLY & SUSAN N IRS 3817 GATESVILLE AVENUE $26, CAMP!Onl EDWARD l & CAMPlonl DiANA L 3813 GATESVILLE AVENUE BUSH CHARLES f & BUSH DONNA L 3809 GATESVILLE AVENUE MOOESTO CA O?9-D OOO NYGAARD l.eroy A TRS & NYGAARD VERNA F 3805 GATE5VtUf AVENUE ,01 0.) OD!SHO CATHFfHNE 079..(! SHEPHERD JUSTIN BARTHOLOMEW RUSSEll RAY O}9, RUSSELL GARRICK 3801 GATf5VlUE AVENUE 3725 GATESVILLE AVENUE 3721 GATESVILLE AVENUE 3717 GATE5VIlLE AVENUE $25.00 $ CSO$J 07:OHH2 -OS1-000 JENSEN 5TP.JEN H & TONJA R PATEl JAGUBHAI & PATH. GANGABEN 3713 GATESV!LLE AVENUE 3709 GATESVillE AVENUE 9S $1& NELSON LESTERJ & NELSON CRESENCIA 0'79..Q1l-0S3-000 MUTOLA CRAIG DOI ,01:HX) '000 Ct7~H)l DAViS KURT ROBERT VARGAS EDWARD & VARGAS RACHELtE ROCHA JOHN DANiEL & ROCHA DiANNE MARIE VANDERHEIDEN R08!N CORREA ARMANDO JR 0794J {)OO 079-O {)OO VAlLADOUD YESENIA FORD MAP-K T & foro DEBORAH f 370!> GATESVillE AVENUE 3701 GATESVJLLE AVENUE 52:1. WADDELL WAY S25 WADDELL WAY 529 WADDELL WAY 533 WADDELL WAY 537 WADDELL WAY 3700 GATESVtLlE AVENUE 3704 GA7fSV!LlE AVENUE MODESTO (A MOOESTO CA SS3S4 953% MODESTO LA $21iOO $ GOUVOA JOHN E & GOUVEIA TERRE L 3708 GATESV!LLEAVENUE $2fWO JElEMOSAl8iNA 3712 GATESVIllE AvENUE MODEST:) CA NEPTUNE DENN!S W 8. NEPTUNE KAThERINE AYALA D!EGOADRIAN ET Al 371 GATESVILLE AVENUE 3720 GAT SV~LLE AVENUE MODES-TO LA $26, ASHfORD PATR!OAJOANN TR 372<1 GAn,SVILlE AVENUE 9535 J $26,00 (!79-0H OH OOO MARTiNEZ PEDRO &!RMA 3800 GATESVILLEAVENLJE 07g ~OOO 07"H CURTIS ROCHElLE HAYNES ERIC L 3804 GAlESVILLE AVENUE 380SGATESVILlE AVENUE MODESTO L PARKINSON MARK & DIANE 07g BROWN WillIAM K& BROWN SHAMIRAN OXFORD DAVID CJR &JUDYO YANG VANG Y Oi9-{) OQO AS-Cfi ALEXIS 3812 GATESV!LLE AVENUE 3815 GATESViLLE AVENUE 3820 GATESVILLE AVENUE 3824 GATESVILLE AVfNUE 3900 GATESV!LLE AVENUE 953S7 9S357 $2&.DO :)13-021"DOO ROUNGREUANG BOUNLONG GR!SHAM KEVIN ET Al J904 G.4TESV!lLE AVENUE 3908 GATESV!llE AVENUE MODESTO (A MENDEZ HECTOR & ALBA C 3912 GATESVILLE AVENUE $2.5, JOlUFF GARTH & KATHER!NE 3916 GATESVILLE AVENUE BAXTER RACHel A 3920 GATESV!lLE AVENUE $263;: SAMI PRANESH 079-D13-Q27-0ao ROORlGlIEZ REYES & MARlA C 3924 GATESVillE AvENUE 536COD1NGTONWAY $25, USSERY CAROl () 079--D !.AVALA G.EMENE JR & ZAVALA IRMA SERRANO GUIU.. EHMO C M1RANOA SERG CODINGTON WAY 528 (ODJNGTON WAY :>24 COD!NGTON WAY 520 eodington WAY r"lodesto CA $26,00 SUi.OO 079: QRHH:DWARD-S SARAH 079: CAMPBElL USA R 3925 LAURENSURG AVENUE 3921l.AURfNBURG AVENUE $16.00 $26,00 landscape Maintenance Assessment District No Annual Engineer's Report Page 19

123 AITACHMENT2 APN OWner Name RODR~GUEZ MANUEL & MARlA E irs 079 0B-035-0oo BASYE JONATHAN M & PAMELA tyn J.{)36 00{) SUPNET BtlAND! SHAMESALDiN JOHNY K & MUNA M JOSE?HSQN JOSEPH A & losfphson STACEY RAMIREZJACQB & ARACEU ) PENN KRYSTlE 079"(}13 Q41--QOO HERNM"OEZSALVADOa M & NiLDA M 07S--D13--Q42-DOO WHITEAKER JEREMY STEPHEN & APfl.il MARIA n DASHER LtC ATHNEll GfORGE K & ATHNElt imam M FEDERAL NATIONAL MORTGAGE ASSN DUNN JAY ALA.N HENRY j[ll TAYlOR CHRiS B 079-Ol SASINW~O MARLON N HAL 079--D DOO CAPUTO DOW\LD E & 1 YNDA mngham TRS , SMiTH $T!;VEN j & SMITH AiDA l 079-0B-OS2-000 loru MARIO & LUI ElVIRA "000 GARCIA MIGUEL & GARCIA MI<RiA PHONGPHAVCHiT BANDFH O$HANA OSHANA &. OSHANA MARGRIT WILSON KHlIE & RYAN CHRISTOPHER S-,(100 NOUN SAMNANG ;)()() BAILEY DOROTHY E TR 079-{l14-007{)OO Al)SnN CATHER.INE A D79-Dl4-00B-OOO HEATH DOUGlAS M & Lf-HEATH rrang T 079~J OOO MilTON JEANNIE Q1J..OOO CASTRO GREGORY AlAN &. BARBARA LYNN IRS Property Address 3917 LAURENB.URG AVENUE 3913 LAURENBURG AVENUE 3909 LAURENSURG AVENUE 3905 LAUHENBURGAVEN\JE 3901LAURENBURG AVENUE 3B15 LAURENBURG AVENUE 3821 lavrensurg AVENUE 3817 LAURENSURG AVENUE 3813 laurenburg AVENUE 3809LAURENBURG AVENUE 3805 l.aurensufig AVENUE 3801 LA.!)RENSURG AVENuE 3725 LAURENBURG A\lENUE 3721 LAUR NBURG AVENUE 3717IAURENBURG AVENUE 3713 LAljRENBURG AvENUE :37OS lauren6urg AVENUE 3705LAURENSURG AVENUE 37G1LAURfN8lJRG AVENUE 449 WADDELL WAY 501 WADOE'lL WAY 505 WADDEll WAY 509 WADDELL WAY 513 WADDEll WAY 517 WADDEll WAY 3700 LAURENBURG AVENUE 37Q4LAURENBURGAIJE.NUE 3708LAURENBURG AVENUE 3'l1i.lAURENSURGAVENUE Ctty State MODESro 0. MODESTO LA MODESTO (A MODESTO C1;, MOD-fSfO CA MODESTO ell. MODESW CA MODESTO LA MODESTO [A Zip 9S $ Assessment $26.0<3 $26_00 S26,f}O $26_00 -$26.0{) $26_00 $26_00 $26_00 $25.00 $ $lhjo $26,00 $26-,00 $25.00 $26DO $, DIXON GARY in 3716LAURENBURGAvENUE MeE VENTURES llc 3720 LAURENBURG AVENUE WARNERJQANN O-YJ GARCIA THERESA L Q14-G NUNEZ CLAUDIA [j79...q14~ LORUSSO DION RAMON & OUVERA IRS HELD lames D & FIELD AlICIA l 1724 LAURENBURG AVENUE 3300 taurenburg AVENUE 3804LAURENSURG AVENUE 3S08LAURENBURG AVENUE 3Bl2LAURENBURG AVENUE $25_00 $26J}O $i' RIVER.'" DAYSl M ~HIOO HUYNH NEiOC ( CASTANEDA JOSE j & MARGARET Hl21-00(l GUZMAN MIRIAM & FLORES MARTIN 07::HJ GANN CHRISTOPHER TORRES JOSE DE JESUS & TORRES MARIA ] NO KA) YIN G2S-000 SINHA NAVIN & SINGH PR!TI P 01g-(H4-016 {}OO CHRISDAN RICHARD D & D~AI<iE L TRS MATAIOHN&8ACACHRtSTINA IRS Q79--Gll! Q00 PIERCE FRANKLIN C & JODI l 3816LAURENBURG AVENUE 3810 LAURENBURG AVENUE 3824l.AlJRENSURGAvENUE 3900 LAURENBURGAVENUE 3904 LAURENBURG AVENUE 3908LAURENBURG AVENUE 3912 LAURENBURGAVENUE 3916 lauren BURG AVENUE 3920 LAURENSURG AVENUE 3924 IAURENBURG AVENUE 516 CODlNGTON WAY. MODESTO ell, MODESTO 0\ M005TO CA 953S $25.00 $ $26..1)0 $26,00 $16-,00 $26>00 $26, PRASAD SURESH & PRASAD MUNI L CASTelLANOS R!GOB R:TO ( MtI.i.ER NATHALIE 079-{l14-G31-00f) ROCHA SEMPIQ & N'ARlA A"f','lrOOD BOSSY 0 07s EST JERROllN E WELDON AMBERLY KRAUT JOSHUA j T At 512 CODlNGTON WAY 508 eodington WAY 504 eodington WAY SOOCODlNGTON WAY 3925 WILKESBORO AVENUE 3921 W1LKESl30ROAVENUE 3917 WIlKESBDROAVENUE WflKE$aOROAVENUE $26JJO $16.00 $26,00 $ $26,00 landscape Maintenance Assessment District No Annual Engineer's Report Page 20

124 ATTACHMENT 2 APN Owner Name Property Addreu D37 QOO cox KATHER~NE & ADAMS JOSH 3909 W1LKESSOROAVENUE ;)00 TRAN mung v ET Al 39D5 WilKESBORO AVENUE Q79-D14-{) ZiAJOHNNya 8. MARGRAF 5 TRS 3901 WllKESBORQAVENUE 079-Q o00 YOUNG HOLLY MET At 38:?:5 WILK SBOR-O AVENUE O"f j-OOO fama loseuto & FAMlI, DOROTEA 3821 WILKfS90ROAVENUE OH-014.{}42-UOO CICERO THEODORE H & CAROl 3817 W!LKESBORO AVENUE CABRERA THOMJ1S & CABRERA JANET S l 3813 WILKESBORO AVENtiE RIVERA touls 5 & louell4 J TRS 3809 WILKESBORO AVENUE 07S 014 D4S.. f)oo WASH8URN JUSTIN ET Al 3B05 WltKESSOROAV NUE C79-U MCNARR.Y M!CHAEl P & ASHLEY A 3801 W,LKESBORO AVENUE SKARIAJOSEPH & JOSEPHINE 3125 WILKESBOROAvfNUt BAlNS SARVSATINDER ET AL 3721 WtLKE$BORD AVENUE 07' BOUCHER GARY C 8< aoucher DENlSf I< 3717 WILKESBORO AVENUE QOO POWLEY ANAMAR!A 3713 WILKESBORO AVENUE ~OSl-000 PRASAD GEORGE 8; PRA5.A,D L4UTA 3709 W!lXESBORO AVENUE FOSTER JAMES R :n05 WILKESBORO AVENUE BENJAM!N UNOA & EUGENE 3701 WILKESBORO AVf:NUE EMPiRE UNION SCHOOL DiSTRJCT 511 N, Me ClURE ROAD cm OF MODESTO M CHALYS WAY 071f ooo MY COMMUNITY LLC ET AL 440 WADDELL WAY 07HH6,OOZ-OOO WELLS FARGO BANK NATRUSTEE 3704 WILKESBORO AVENU OH OOO BARNES REECE WAYNE 370SWIlKESBOROAVENUE D04- %{l merman ALLEN WILKES8QROAVENUE 079.{l DC-iJ PRASAD VlJA,( 371 WilKESBORO AVENUE GONZALEZ JOSE 3720 WllKESSQROAVENUE C7S..n16-Q YUMANG flamo M lr 3800 WILKESBORO AVENUE G79-G HOECH$,ENBACH DONALD E 3804 W!LKE:SBORO AVENUE CANCINO DAN1El Dl5U & FEDERICA BERNARTf 3808 WllKf.5S0RO AVENUE & ROSAlf5JOSf l & franco MARtA T 3812 WllKE$BOROAVENUE 079-O16-011~{)OO ST1NHtLVER WlLLARD & snnhllver MARLENE 3816 WH.KESSOR.OAVENUE MAREK BETTY j ET At 3820 WllKESaOROAV'ENUE 079.Q16 GB OOO DAlMAC DA MAJORtE WiLKESBORO AVENUE 079"()1-014 QOO HSSC SANK USA N A TRUSTEE 3900 WilKESBORO AVENUE 079-D ooo OU KANG 'it &: LIANG UZHEN 3'104 W1L!(ES8OROAVEN;JE (J REED EARNEST HI 3908 WILKESBOROAVENLlE MANSOUR AUN M 3912 WilKESBORO AVENUE G79-Gl~Q fasii{am GLENDA W!lJ<:ESBOROAVENUE 079.{} OOO GERSON COREY 3920 WllKES80ROAVENUE 07~Hn6-02rH)OO SOLORiO SAMMY & MARIA l 3924 WilKESBORO AVENUE S!NGH AACHAl & MESH 440 CODINGTON WAY Q22-0oo LOPEZ ADRIAN 436 (ODINGTON WAY City State Zip 953')7 953, S3S 7 MOOE5TO CA MODESTO Oi 9S ' MODESTO (.,1\ MODESTO (A MODESTO f..a :Z012~2(lU AssMSment 526_00 $26,00 526,00 $25.00 $U;,OO 526,00 $26.1)0 $26,00 50_00 $ $26,00 S2liOO $26,00 $26_ $25.00 $26J}O $16.00 Landscape Maintenance Assessment District No Annual Engineer's Report Page 21

125 ATTACHMENT 2 THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK landscape Maintenance Assessment District No Annual Engineer's Report Page 22

126 MODESTO CITY COUNCIL RESOLUTION NO A RESOLUTION CONFIRMING THE FISCAL YEAR DIAGRAM AND ASSESSMENT, AND ORDERING THE LEVY AND COLLECTION OF CHARGES WITHIN LANDSCAPE MAINTENANCE ASSESSMENT DISTRICT NO.2 FOR DRY CREEK MEADOWS SUBDIVISIONS NOS. 7-10, CREEKWOOD MEADOWS SUBDIVISION AND YOSEMITE MEADOWS SUBDIVISION UNITS 1 & 2 WHEREAS, on June 12,2012, the City Council, by Resolution No , declared its intent to levy charges or assessments for the purpose of administering the maintenance oflandscaping in the public right-of-way within the street medians and adjacent to the access control walls in Dry Creek Meadows Subdivisions Nos. 7-10, Creekwood Meadows Subdivisions, and Yosemite Meadows Subdivision Units 1 and 2 under the provisions of California Streets and Highways Code Sections through 22679, more commonly known as the Landscape and Lighting Act of 1972, and WHEREAS, the charges against the real property are not levied with regard to property values but rather by allocated cost reports prepared by the Engineer of Work, and WHEREAS, the City of Modesto has determined and certifies that the charges are either exempt from or in compliance with all the provisions of Proposition 218, which was passed by the voters in November The City of Modesto has further determined the charges are in compliance with all laws pertaining to the levy of such charges, NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby orders the levy and collection of such charges within City of Modesto Landscape Maintenance Assessment District No.2 for Dry Creek Meadows Subdivisions 08/08/20 12/C&EOffRochalltem !7

127 Nos. 7-10, Creekwood Meadows Subdivisions, and Yosemite Meadows Subdivision Units 1 and 2 for Fiscal Year , and in each subsequent fiscal year in which the charges may validly be levied. BE IT FURTHER RESOLVED that a certified copy of this resolution and attached documentation shall be delivered to the Auditor-Controller of the County of Stanislaus for placement of such charges on the County Tax Roll, and in each subsequent fiscal year in which the charges may validly be levied. BE IT FURTHER RESOLVED that the diagram of said assessment district and amount of levy thereon is hereby confirmed. The foregoing resolution was introduced at a regular meeting of the City Council of the City of Modesto held on the 8 th day of August, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Geer, was upon roll call carried and the resolution adopted by the following votes: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) APPROVED AS TO FORM: By: -==::-:-::-::Xt~'fL=-=-=-=---=--:--- SUS CALA WOOD, City Attorney OS/OSI2012/C&EDrrRochalltem

128 ATTACHMENT 2 MODESTO CALIFORNIA City of Modesto LANDSCAPE MAINTENANCE ASSESSMENT DISTRICT No.2 DRY CREEK MEADOWS SUBDIVISIONS Nos. 7 through 10 CREEKWOOD MEADOWS SUBDIVISION YOSEMITE MEADOWS SUBDIVISION UNITS 1 & 2. A Landscape Maintenance Assessment District pursuant to the Landscape and Lighting Act of 1972 ENGINEER'S ANNUAL REPORT FISCAL YEAR JULY 1, 2012 JUNE 30, 2013 Prepared By: Tina Rocha, IFP Administrator Certified By: Charles Covolo, Senior Civil Engineer Accepted By Motion: Modesto City Council -

129 ATTACHMENT 2 TABLE OF CONTENTS SECTION I. History II. Annual Assessment Review & Summary III. Financials - Annual Assessment Revenue & Maintenance Expense Projections IV. V. Maintenance & Plan Specifications Annual Assessment District Diagram VI. Annual Assessment List by Parcel & Property Owner landscape Maintenance Assessment District No Annual Engineer's Report Page 1

130 ATTACHMENT 2 SECTION I HISTORY On April 4, 1989, Landscape Maintenance Assessment District No. 2 ("LMAD No.2") was formed in accordance with the Landscape and lighting Act of 1972 (California Streets and Highway Code 22S00 through 22679) ("the Act") to administer the maintenance of landscaping in the public right-of-way within the street medians and adjacent to the access control walls in Dry Creek Meadows Subdivisions Nos. 7-10, Creekwood Meadows Subdivision, and Yosemite Meadows Subdivision Units 1 and 2. All costs for the lmad No.2 are funded by the annual assessments levied on each property within the district. The Act requires several courses of action on the part of City staff and City Council prior to August 10 th of each year. The Act initially requires the City Council to order, prepare, and file an Engineer's Annual Report for the City Council. This report is prepared for the purpose of detailing the plans and specifications for the maintenance of work, the estimates of costs for landscape maintenance performed by the City Contractor, utility service charges, City street tree pruning costs, City staff time to administer the maintenance contract, and additional work to be performed by the City Contractor at the request of the City. Prompted by negative reserve balances in LMAD No.2, staff successfully completed a Proposition 218 ballot in June This ballot added an annual cost of living increase based on the Building Cost Index ("BCI"). As a result of this ballot, the approved "inflator" adjusts each year's assessment. California Government Code (a) and (c) requires that a notice be mailed no less than 45 days in advance of the public hearing to all property owners if costs will increase. Upon City Council's approval of the Engineer's Annual Report, the City Council adopts a resolution declaring its intent to levy and collect assessments within LMAD No. 2 for the following fiscal year and schedules a public hearing. This public hearing and proposed resolution levying the proposed assessments is in accordance with the annual assessment procedures. Finally, in compliance with the Act, the City Council conducts the public hearing and adopts certain resolutions in accordance with the California Streets and Highways Code through The City Clerk is required to give the Modesto Bee notice of the public hearing no less than 10 days prior to the scheduled hearing date. All interested persons are afforded the opportunity to be heard during the public hearing. Should there be any protests, whether written or oral, the City Council may choose to continue the hearing to a later date and/or may change any part of the Engineer's Annual Report to address the concerns of the property owner(s). The adopted resolution is then forwarded to the Auditor-Controller of the County of Stanislaus for placement of such charges on the upcoming year's County Tax Roll. landscape Maintenance Assessment District No Annual Engineer's Report Page 2

131 ATTACHMENT 2 Proposed Changes for Fiscal Year : The proposed budget for fiscal year is based on the revenue that is currently able to be generated within lmad NO.2. These expenditures do not represent the actual amount needed for a good service level within lmad NO.2. City staff has heard from many area residents that they desire a higher level maintenance than is currently provided. The City contracted with Willdan Financial Services, Inc. ("Willdan") to perform a thorough evaluation of both lmad No.2 and neighboring landscape and Maintenance Assessment District No. 1. For economy and efficiency reasons, Willdan has recommended and the City has pursued consolidation of the LMADs. Additionally, Will dan has developed a budget option that provides the residents of both LMADs an opportunity to vote on combining the LMADS and increasing their annual assessments. The increased annual assessments will allow a higher maintenance standard to be provided. A separate City Council action is being processed concurrently to move forward with consolidation of the LMADs and allows the residents to vote on the consolidation and increase in the annual assessment. In the event the consolidation and increase are defeated, the existing LMAD assessments, as determined in this report, will be levied and current maintenance levels will continue. Landscape Maintenance Assessment District No Annual Engineer's Report Page 3

132 ATTACHMENT 2 SECTION II ANNUAL ASSESSMENT REVIEW AND SUMMARY A. PARCel REVIEW Total Acreage: 135,20 Acres Total Assessed Acreage 134,173 Acres L Single-Family Residential: 116,073 acres (590 Parcels) 2, Commercial acres(18 Parcels) 3, Publicfy- Owned 1,027 acres (2 Parcels) alone (1) parcel owned by the City of Modesto (0.03 acres) which is utilized as a traffic island. b) One (1) parcel owned by the Empire School District (1,0 acres) which is utilized as its District Offices. According to the Section of the California Streets and Highways Code, public property owned by any public agency and in use in the performance of a public function shall not be subject to assessment. B. ANNUAL ASSESSMENTS Each parcel receives equal benefits from lmad NO.2. The annual assessment levied is calculated by dividing the total cost estimate by the total number of acres. 1. The single-family residential properties are levied on a flat rate, which is calculated by dividing the total cost estimate by the number of residential acres and subsequently by the total number of residential parcels, 2. Commercial properties are levied based on actual acreage. The annual assessment is adjusted annually according to the BCI for the San Francisco Bay Area, as reported in the Engineer News Record the first week of March. The inflationary adjustment is applied when the district has minimal or negative reserves to offset the total cost estimates for the upcoming fiscal year. The increase for fiscal year is 2, % (March 12,2012 BCI = divided by March 7, 2011 BCI = 5009,6). It should be noted that due to the unavailability of the BCI for the first week of March 2012, the second week reporting (March 12, 2012) was utilized. Landscape Maintenance Assessment District No Annual Engineers Report Page 4

133 ATTACHMENT 2 The total annual assessment for lmad No.2 for Fiscal Year is $18, (Fiscal Year assessment $18, x %). C. PROJECTED ANNUAL ASSESSMENT SUMMARY 1. Single-Family Residential Annual Assessment Parcels $18, $ $ x $16, $16, * Annual Assessment for fiscal year Total assessed acres Annual assessment per acre Annual assessment per Acre Residential acres Total residential annual assessment Total residential annual assessment # Parcels Total residential annual assessment/parcel '* For levying purposes~ the tatal annual assessment has been rounded down to per residential parcelfor a toto/annual residential assessment of$16, Commercial Annual Assessment - 18 Parcels Fiscal Year APN Acres S/Acre Annual Assessment* $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $69.86 Far levying purposes, the total annual assessment for 0/1 eighteen {18} commercial parcels has been rounded up slightly from $2, to $2, The $4.57 difference has been al/ocated to the commercial parcels. Landscape Maintenance Assessment District No Annual Engineer's Report Page 5

134 ATTACHMENT 2 D. COMPARISON TO PREVIOUS fiscal YEAR The proposed annual assessment for single-family residential parcels has increased from $26.72 to per parcel. The proposed annual assessment for commercial parcels has increased from $ to $ per acre. landscape Maintenance Assessment District No Annual Engineer's Report Page 6

135 ATTACHMENT 2 SECTION 3 FINANCIAlS - ANNUAL ASSESSMENT REVENUE & EXPENSE PROJECTIONS LMAD #2 Fund 6490 t:stiij1ateli FY ' I t'roposoo r Y ' Beginning Fund Balance I I 1:Ii IS 4,959 Revenue (Cost Center 80020) Special Assessments $ 17,770 $ 18,747 Interest $ 15 $ - Total Revenue $ 11,785 $ 18,747 Expenses (Cost Center 80020) Operating Budget.Account Postage $ - S (200) water Utility Expenses $ (1,563) $ (2,800) Rental of Photocopy Service Supply $ - $ (50) Repair and Maintenance Services $ (11,939) $ (13,000) Professional Services $ (4,250) $ (2,500) Services City Forces $ (2,136) $ (4,000) Miscellaneous Services $ (30) ISF - Mail Services - Inside $ (400) $ (342) Estimated - Water Utility Expenses $ (250) Estimated - Repair and Maintenance Sarvices $ (3,000) Estimated - Professional Sarvices $ (4,000) Estimated - Sarvtees City Forces $ (500) Total Expenses $ (28,068) $ (22,892) Ending Fund Balance I 1$ 4,9591 1$ 813 Footnotes' 'The estimated amount shows what has been expended as of t2, There will be mere expenses through the end of the fiscal year (June):: these are shown as Estimated. "The estimated expenditures for FY are based on the revenue that is currently able to be generated within LMAD #2. The City has initiated the process of ccflsolidatmg LMAD #1 8. #2 Into one district and increasing the assessment in the new district adequate to pra4de J9ooct_ieve! Of service. A Propositlon 218- election wi!! occur ll'l early August, 2012, landscape Maintenance Assessment District No Annual Engineer's Report Page 7

136 ATTACHMENT 2 SECTION IV MAINTENANCE & PLAN SPECIFICATIONS Plans and specifications are available for review in the Parks, Recreation, and Neighborhoods Department, located at 512 Jefferson Street, Modesto, CA. For more information, contact Kelly Gallagher, Parks Operations Supervisor at (209) landscape Maintenance Assessment District No Annual Engineer' $ Report PageS

137 ATTACHMENT 2 SECTION V ANNUAL ASSESSMENT DISTRICT DIAGRAM.. i f, J, i Assessment District Diagram Landscape Maintenance Assessment District No.2 (Dry Creek Meadows Subdivisions NO.7-10) 1 j 25(1 175;) ;:?J ~-,,~.. F~ (Creekwood Meadows Subdivision) (yosemite Meadows Units No. 1 & 2} Landscape Maintenance Assessment District No Annual Engineer's Report Page 9

138 ATTACHMENT 2 SECTION VI ANNUAL ASSESSMENT LIST BY PARCEl & PROPERTY OWNER APN Ui' o23-0()(j [J fJ Glo-02S-000 Q79-(:n IYJ Q {}lfi-029 0DG H13Q.-OOO !BI-0GO (l16...(J (l34-00a OJ9-.D16-C G : & {Jl D19-016<l45 {}OO 079.{H6-D D79-{)16-u48-DOO u {lOO Q ( D o DI1-OQS-OOO OlS..Q DOO "{)17-O Q f.ilH On.HH7-01S g...o DOO li D DOQ Q Q2HOO "{)22-Ooo 079-Q Q0I} Owner MARTINEZ MA.RIA R LEON GARCIA BERTHA SWART? SHERYL R SARHAD WfLSON 1AN LIVIA 0 FREDDiE MICHAel J & FREDO!E 5-CARlETI M AGUIRRE EDWARD JR & AGUiRRE ANGHJCA le BLANC HElD! M JACKSON TOMMIE JR & JACKSON CHARLOTTE S WATKINS ANTHONY n Al OBERlANDER MARK ft Al lopezarnulfo & ANA M POOLE ROlAND j & POOLE CHERYL 5 J,MENEZ GERARDO & CYNTHIA B ARNOLD JASON DEAN MHMICHAEt K CAMPIOTT! EDWARD L & CAMP!OTn DIANA l VAN OHLrN DARCY J CHEN CHAO YING GONCHAR RONAtD S JOSTOAl/lD l & LYNDA j GRAY HELEN A T~ SMITH OUVER: JOHNSON GHARE n IN 1' At ANDRADE GERMAN mal H.~lt MlCHAEl J & HALL ROBiN M MARTlNEZ SHIRLEY F PUUDOOlGAA MALDONADO LUIS M & ERENDfRA MEN CHHADAVY TR SANCHEZ YOVANIA M OCHOA DAlL-ANGELO DONAW C KHOSHABA TERESA! IF! MONACO DONALD F & GLORIA TRS ANDRADE JOSE C & ANDRADE MARIA N RODENBURG ROBERT & RODENBURG PAIGE CRAWFORD fdwarda & CRAWFORD SUSAN E YOUNG MICHAEL E & YOUNG DOROTHUL~ M O! GINO DOROTHY 5 AAl PROPERTIES LlC HARDMAN SHAWN Ii CAMARENA JESUS!R & CAMARENA ESTHER HAKE MYRALENE CHANCORINA BERLIN GARY R JR & CHRiSTIE VALDEZ ARTHUR DAViD IRS & VALDEZ ANGELINE HOBBS MICHAEL J & SRODIGAN RACHELLE l $OLORlAJUAN M LOPEZ & LOPEZ BRENDA crrs XAVIER BURT & XAVIER CATHY CAMARENA CLAUDIA DiAl n At SHERG!LLSUKHVIR S 8. GURBAX K HOLDER SHERRI L & CLARK R?mperty Addre5!O' 432 CODINGTON WAY 428 CODINGTON WAY 424 eddington WAY 3921 LOUISBURG AVENU 3917LQtl6BURG AVENUE 3913 LOUISBURG AVENUE 39G9" LOUiSBURG AVE~UE 3905 LOU!SBURG AVENUE 3901 LOU68cURG AVENUE 3825LQU6BURG AVENUE 3321 LOUfSBURG.4VENUE 3817lQUISBVR6AVENUE 3813lGll1SBURG AVENUE 3809 LOUISBURG AVENUE 3EDSlOUISBURG AVENUE 3B01LOU!SBURG AVENUE 3721 LOUISBURG AVENUE 3711LOU!SBURG AVENUE 3713LOU!SBURG AVENUE 3709 LOUISBURG AVENUE 3705 LOUISBURG AVENUE 424 WADDELL WAY 428 WADDELL WAY 431 WADDElL WAY 436 WADDEll WAY 445 WADDEll WAY 441 WADDEll WAY 437 WADDElL WAY 433 WADDELL WAY 418 N. Me (LURE ROAD 432 N. MC CLUR!: ROAD 436 N. Me CLURE ROAD 440 N. Me (LURE ROAD 444 N. MC CLURE ROAD 448 N. MC CLURE ROAD 441 MELBOURNE DRIVE 437 MELBOURNE DI'i!VE 433 MELBOURNE DRIVE 429 MELBOURNE DRIVE 425 MELBOURNE ORiVE 421 MElBOURNE DRIVE 420 MElBOURNE DRIVE 424 MELBOURNE DRIVE 428 MELBOURNE DRIVE 432 MELBOURNE DRIVE 3511 MECHALYS WAY 3516 MECHAlYS WAY 3520 MECHAlY$ WAY 3524 MECHALYS WAY 352& MECHAlVS WAY 3532 MECHAlYS WAY 3600 MECHAlYS WAY City State Zip MODESTO (.4 953S MODESTO (A MOD S-TO CA MODES-TO CA MODEW CA MODESIO CA 953S7. 2D12-2U13 As$e'ssment $27A8 $17.48 $ $ $:27.48 $ : $27,48 $2"7.48 $17,48 $17.48 $17.48 $17.48 $2:7.48 $ $ D7g...017~024..ooo KEYSSANDYM YOUNAN GILBERT & YOUNAN (MAN 3604 Mi3:CHALYS WAY 3608 MECHALYS WAY 9: NAMMACHANTHY KERK ET AL OROZCO leollardo & OROZCO YESS N!A 36U MECHALYS WAY 3616 MECHAlY5 WAY MODES-TO CA 953S7 Landscape Maintenance Assessment District No Annual Engineer's Report Page 10

139 ATTACHMENT 2 APN 07S-Q {)oo OnHl17--D O}S-..(il'l O?9 j.} OOO 079 {l O?9"Ol'J OJ9.01J 03"H)OO OJ9-01H135,OOO G79-{} ooD : o17 041,..()QO 079-o17-043~JOO (l D79-o17..(JS {l oUH}QZ..ooo {}03-Ooo , {}1-8.(106-o ' O11- (}OO g u !k118-QOO : QOO GOO ,;) ~Olg.o3(}..OOO ~031..QOO Q {\18 034" g (l Ow"., ROXAS ROMAN G JACKSON DAVE P & JACKSON MAR!A GRANTHAM LINDA MOJADDED, SADIQA BLAIR JOHNNY B ET Al nuckwade l ROMERO ROBERT P.. & MARI1ZA W1LUAMSJEFF & LAURA l PALLA.N LUCAS COOK ERIC A & JULIE A BROWN EtJlABETH GIRON MtcHAEL ANThONY HAMILTON JASON HAMILTON STEVEN 0 & HAMILTON 8RIGIITE TOUMA EMMANUEL & TOUMA SH05HAN SEMONE JEREMY 0 & KIMBERLY RDCHAJUAN C & 5ANJUANA SM!TH JOAN MADEUNE ir ARMSTRONG JASON R & JENNifER l CARREiRO BRUCE R & CARREIRO EDYTHE ROBLES PEDRO HAL ORAHA NUHA ET AL NGUYEN KHANH NGOt: GUTIERREZ MiKE G RUll OUV!A ET Al KLOMP ERICA E ET Al PAL5AUtA Tn PAlMERIN LUt:IO t & UDIA f'erel FERNANDO H & V1LlARRUEl MARIA WONG FAT SH!NG & WONG UNDA T AU-YEUNG WAf &. AU-YEUNG AME1.A AU-YEUNG P!x. KWAN j(qkoi.0g!,4,nnak!$. NICK BARDONNER STEVEN E LOPfZNA-NA JACOB DfGQl B &. ALGANTINA M HOLMBERG KftSTEN AGHASSI SARAH i Sf 'vens JAKE L & STEVENS GAiL M HUTCHENS W~LUAM A ET AL ME\' ANDREW 5& K!MLOR1NA SMITH M!UER VElTRENA TAYLOR RICHARD N & JILL B CUMM!NGS ANNIE LA CROSS NANCY R ATTA DAVIDZ GOMEZ AVOA TR SHAVER JACQUfLYN M t~{urch PAUL W!LUAM &. JENNIFER LYNN WiNGER DEBORAH J & WENGER PAvm C WADAYAGCAfANATR PLAUGhER PRESTON SCOTT ET AL CHILDRESS JANET K M SOKHOM & \IANTHA frs ROMASANTA CHRISTiNE METAL DALeURG HOWARD ET Al PIERCE CHARLES L & PlERCE VALERIE A PANG SUN IUM & UEV M NG HU TRS Me MiLLAN J HEllA TR GOODWIN S VEf!.L Y STECKMAN CHRlS D & $Tf;(KMAN SHARON A N!CHOlS KAThRYN M Property AddTe.s:s 3620 MfCHALYS WAif 3624 MECHALYS WAY 449 AN50N',jILLE LANE 445 ANSONVILLE LANE 441 ANSONVillE LANE 437 ANSONVIUE LANE 3613 ASHEBOfW LANE 420 SUNBURY COUR'! 424 SUNBURY COURT 428 SUNBURY COURT 429 SUNBURY COURT 425 SUNBURY COLIRT 3541 ASHEBORO LANE 3533 ASHEBORO LANE 424 SElJfORT COURT 428 SEUFORT COURT 429 SEUfORT COURT 425 8EUfOfiT COURT 3521 ASHEBORO LANE 424 ANSONV!LLE LANE 428ANSONV!tLE LANE 432 AN$ONVll.LE LANt 436 ANSONViLlE lane 440AN$ONVILLE LANE 444 ANSONVH.LE LANE 4.1lSANSONV1LiE LANE 452 ANSONVillE LANE 424 N. Me (LURE ROAD 42D N. Me (LURE ROAD 416 n Me UURE ROAD 412 N. MCCLURE ROAD 40S n Me CLURE ROAD 401 MElSOURNE DRIVE 405 MElBOURNE DR!VE 400 MElBOURNE DR!V 413 MELBOURNE ORNE 417 MElBOURNE DRIVE 3512 ASHEBORO LANE 35Hi ASHEBORO LANE 3520 ASHEBORO LAN E 3S24 ASHEBORO LANE 3528 ASHEBORO LANE 3532 ASHESDRO LANE 353 ASHEBORO LANE 3540 ASHEBORO LANE 3544 ASHEBORO LANE 3600 ASHEBORO LANE 3&04 ASHEBORO LANE 3608 ASHEBORO LANE 3612 ASHEBORO LANE 36Hi ASHEBORO LANE 3620 ASHEBORO LANt 420 ANSQNVtl1.E LANE 416 ANSOI'NH.t LANE 412 ANSONVIllE LANE 408 ANSONVfUE LANE 404 ANSONVILLE LANE 400 ANSONvtll LANE 409 ANSONVILLE LANE 3629 EfFINGHAM LlI.NE 3625 EFFINGHAM LANE 3621 EfFINGHAM LANE City State Zip MODiSro CA MODESTO (A MODESTO LA 9':.351 MODE.STO LA MODESfO c." MODf:SW CA MOJESTO CA MODESTO fa. 9S3S7 953S7 953S ltI13 Assessment $2JA8 $27.<18 $27AE $17.48 $27A8 S27.48 $ $2"1.48 $27A8 $27A8 $ $27,48 $27,48 $17.48 $27.'18 $27A8 $JJ.48 $27A8 $27A8 $27.'18 $27.'18 $27, '18 $27,48 $27A8 $27,48 $27A8 $2'7A8 $2HE $27,48 $27A8 $27,48 $27,48 $27,48 $27.4& $2'1,48 landscape Maintenance Assessment District No Annual Engineer's Report Page 11

140 ATTACHMENT 2 Af'N : D Q Q40.;)OO 079-0l8--fAI : 'Hl18-o<l3-000 D79-Ol8-044"{)OO Q o79... m {}Q{) 079-G19.oo1..(}OO 079..Q19-OO2: J) {}OO 079 {J19-00S"{)OO OH OO7-000 O'l iH}OO 019..Q tt-019--Dll-DOO O-]9-"{) O {H G-:J l {)OO 079..{) {)OO fl18-0oa '{} ;' G19.u1.2-QOO {J G OnHH9>-026-0QG {)27...o {) D19..o29.(}()I) Q19-D]UJOO '{) Q OOO 07g-(ng-{}3HKlO 079~019-O38-OOO oo.J IJ.OOf) ]9-<) Q DOO jy19-d Q ooc Owner WAll CHR!STOPH R P ROUCHECK BELINDA BRITT SCOTT ALAN MAUK MOHAMMAD LAHDDR & NUSRAT NASIM FEDERAL NA nonal MQRTGAGE ASSN EDf.N$10HN L& CARYN E CAMPBElL KIMBERLY TORRtSGINGERlEE & JAViER V PEREZ ABEL CUEVAS & CANO KLEDY PLACiNTAR MARJNELA CASnLlO ISMAEL ET Al MARTINEZ FRANOSCO ROMERO ALEJANDRO &. ROMERO ALIDA a SOUZA ROSEHr D &. SAMANTHA 0 RnSDOMF HELEN PEREZ WILUAM MElQUITA ET _!o,l COFfEY STEVE It & COFFEY ANNE LEE GAlLOJGSE & GALLO ROSfi.UA YAU KING PO &. SU Ai (ENG StNGH GURLAL CARRASCO GOtJb\tQ C & CARRASCO TERESA V GAYLOR MATIHEW GMAC MORTGAGE LLC MORALES RODOLFD T AL CASTElLO mchard M JOTlKA PR1YA ET At tambfrtsteven T & RENATA W OAV,SJAY NJR &. DAVIS KIM M GRUENHAGEN ASHlEYN f:t Al GAlVAN SAlVADOR R ENGLEMAN AJ.EXANbER C n Al TRS ZARAGOSA lack MARTIN & ElIZABETH KIMBROUGH JOANNE M MiCO R!CAROOG & MARIA REGINA L RAMiREZ STANLEY D ET AL LOUCKS DAVID GEORGE & JOSEFA M TRS SENGSOURriH i-'eng 8. INTHAVONG (HANPHENG DHIR SUNil & ASHIKA NAVARRO NAP-Ot-EON & NAVARRO MARIA CHERYl WALKER KINDRA K & Me COY BRUCE TRAWICK VERNON R & CLAUDETTE LA PtACA SONDRA IT Al GALVAN DIEGO MCNEELY JOSEPH NAVARRO FERNANDO OSHANA ASNAT ALvtZO LET1ClA PHANOUVONG ALEXANDER GfUFF1THJACK E & GRIFFITH MELINDA D BARAJAS GABRiEL KARRAS CHRISTINA CATHLEEN APPLEBY DOM!Nj( M & (AND!-C RODRiGUES SILv!NO J T Al WftUAMS MICHAEl & SARIAH LEfEVRE PETER A TR RUTSCHOW PHJUP Z & JOAN A TRS URIB-ElRENE ENR!QUEZ JOHANNA nchtenholz ZlNOW TR ET At GONZALES GABRIEL 0 & GONZALES SHARON PRASAD KAMlESH ET AL MORONES MICHAEL 0 & MORONES CQNSUflO M Ptoperty Address 3617 EFFINGHAM LANE 3513 EFHNGHAM LANE 3609 EFFINGHAM LANE 3505 EFFINGHAM LANE 35m EfflNGHAM LANE 3537 EFFINGHAM LANE 3533 EFFINGHAM LANE 3529 EffiNGHAM LANE 3525 EFFINGHAM LANE 3521 FnNGHAM LANE EFfiNGhAM LANE 3513 EFFINGHAM V.NE 415 WADDElL WAY 421 WADDElL WAY 417 WADDEll WAY 413 WADDELL WAY 409 WADDELL WAY 405 WADDELL WAY 401 WADDEll WAY 400 WADDEll WAY 40-4 WADDEll WAY 408 WADDEll WAY 412 WADDElL WAY 416 WADDEll WAY 3712l0UlSSURG AVENUE 3715 LOUISBURG AVENUE 3720 LOUISBURG AVENUE 3800 LOUlS3URG,A.VENUf 3804l0UiS5\JRG AVEN\)I' 3808 LOUISBURG AVENUE 3812 LOUISBURG AVENUE 3816 LOUISaURG AVENUE 3820 LOUISSURG AVENuE 3824 LOUISBURG AVENUE 3900 LOUlSBURGAVENUE 3904 LOU!SSURG AVENUE HOB LOUISBURG AVENUE 3912 LOUISBURG AVENUE 3916 LOUISBURG AVENUE 3920 LOUISSURG AVENUE 4ZQ eodlngton WAY 416 (ODtNGTON WAY 412 CODiNGTON WAY 400 CDDlNGTON WAY 3905 W!LM1NGTON: WAY 3905 W!lMlNGTOfi WAY 3901 W!tMINGiON WAY 3817W!lMlNGTON WAY 3gB WtLM!NGTON WAY.1809 WILM!NGTON WAY 3&lS W1LM!NGTON WAY 3801 WILM!NGTON WAY 3729 WjLMINGTON WAY 3725 WILMINGTON WAY 3721 W!LMINGTON WAY 3717W!LMINGTON WAY 3713 W!LMINGTON WAY 3709 WILM!NGTON WAY 37(}S WILMINGTON WAY 341 WADDEll WAY 337 WADDEll WAY 333 WADDELL WAY City State Zip "'lodfs-to CA 9$357 MODfSTO CA 9"5357 MODfSTO CA MODEsm CA MODfSlO CA 9S357 MODE.STO (A '75357 ss,35j, $7 MOOE;,IO CA : MODESTO LA MODES-TO ell. MODESTO ell. MODESlO CA 953&7 953:;7 MODESTO (A MODE$TO CA MODtsTO CA 2C12~2013 Asses~ment $ S27-48 $27,48 $21.48 $27-48 $2: $2: S21A A $27048 $27.43 $na8 $ $ $27A8 $27A8 $17.48 $17A8 : $27,48 $27AB $27A8 $27A8 $27A8 $27A8 landscape Maintenance Assessment District No Annual Engineer's Report Page 12

141 ATTACHMENT 2!\PH D G "{}OO (}'OO7 QOO [}-{)(J8.{){){} (}7g-0:2(}-OOO..{){)Q f} C : Q79-02(l...Q : G o DOO ll Q iH)OO 079-0: : Q O-(l3HOO U Q{l O-D34-DOO 079-D20-{ ( D g oo4 0oo o21-OOB-OOO ' Q1HI :M)21.. Q HI '{} D oo 079{J {121-{}21-Ooo D7%21..(}2Z ( DZl 024-OQO 079--D21-02S...o00 07g.o1: {}18-Ooo OWner OVERWEG DAViD A & QVERW[S CATHlE MeE VENTURES LLC RODRIGUEZ RU!lEN G &: RODRiGUEZ ROSEMARY MONSON STEPHEN JOHNSON JAYNE MARJE & LEONARD reed BETIEN(ORT JOHN (TRS f.t At HULA DAVID W HUIZ NEMOfUO & UDUVINA THORNTON LAWRENCE R &JUOnH A DEUTSCHE BANK NA TlONAL TRUST co TRUSTEE FUCE KARENT MORI HOWARD & MOR) KElLI B BRAVO GONZAI 0 & MARlA ORTIlLUCltA MORALES HORSTMAN DAVID fgb1j(uaoje JOHN N &. tg51)(uadje LUCKY!: CHAND PREM & CHAND B1NDRA MAtt GONZAlEZ JAVIER & JOSEFINA GARCIA JOSE H & MARTHA J VAN TREASE ROBERT & VAN HEASE PATRICiA K scon JOSHUA THOMAS MARKS STEVEN K WATSON GAYLE JOHNSON ERMA GANJEH JANET TR TERESl GUIDO PETER I<.~THMANY BaUNHEU HSSC BANK USA NAT10NALASOClATlON GIRARD THOMAS F & GIRARD (ATRINA ESCAMIl.LA AUGUSTIN JR & ESCAM'llA USA A MAllllllN TERESlTA M IBARRA-LOUIE JR & lbarra KR15TY CORTEZ lost: DE JESUS & HIDALGO ESMERALDA CASTELLANOS RfGOBERTO & MARIA GANN PROPERTIES l? SINGH KRJSHAN logan MEi'{CY ET.Al GREENjjM KEMSOKHOM RODERfCK GARY A & LORIAN L TACKETT MlCHAH. DeaN & GWENDOLYN SUE TRS GARCIA GUILLERMO & GARCiA MARIA AMANT DARCY & KYLE C YAU KING PO & 5U At LASiTER LINDSEY & PAMELA GOt-.'lAlfSJQHN v & J ANETIE 0 ROVSDON JASON J & ANGEL4 D MCG!U RlCKEY PRASAD JAG & L,TIA BECERRA JACINTO & BECERRA MARIA TOVAR JESSE A & TOVAR TERESA M 80UATHONG BOUNPHENG &. KHAMKEO CASTROJE5US R & CASTRO ESTH(R M HERNANDEZ ROBERTO & CARMEN C TElO 5NMIR & KRISTiNA CREEL fountain DEBORAH A TR KHATRI BROS PARTNERSHiP W?EZJOSE & SYlVIA larson SIMON A & JEANNlE L TRS WilLIAMS RENEE E GOMEZ AUOA Tf!: GARCIA LUIZ JOE SR & LUf'E ANN IRS property Address 329 WADD lt WAY 325 WAOD ll WAY 321 WADDEll WAY 3700 VANCESORO COURT 3704 VANCEBORO COURT 3708 VANCEBORO COURT 3712 VANCEBORO COURT 3716 VANCEBORO COURT 3717 VANCESORO COURT 3713 VANCEBORO COURT 3709 VANCEBORO COVRT 3705 VANCEBORO COURT 3700 W,lMlNGTON WAY 3704 W,lMINGTON WAY 3708 W,LMINGTON WAY 3712 \NlLM1NGTON WAY 3715 WiLMINGTON WAY 329 HIGH PO,NT COURT 325 HIGH POINT COURT 321 HIGH POINT COURT 317 HIGH PO!NT COURT 316 HIGH POINT COURT ~20 HIGH POINT COURT 324 HIGH POIN'! (OUR1 328 HIGH POINT COURT 329 MACON COURT 31:5 MACON COURT 321 MACON COURT 320 MACON COURT 324 MACON COURT 328 MACON COURT 3908 WILMINGTON WAY 400 cornngfon WAY 404 CODl.NGTON WAY 404 N. Me CLURE ROAD 400 N. Me CLURE ROAD 328 N. Me CLURE ROAD 341: N. Me (tufte ROAD 320 N. Me ClURE ROAD 317 MElBOURNE DRIVE 321 MELBOURNE DRIVE 325 MELBOURNE DRIVE 329 MElBOURNE DRIVE 333 MELBOURNE DRIVE 3512 EHINGHAM LANE 3516 EFfiNGHAM LANE 352D EFfiNGHAM LANE 3524 EFfiNGHAM LANE 3528 EFFINGHAM LANE 3532 EFfINGHAM LANE 3536 EFfiNGHAM LANE 3600 EFFINGHAM UNE 3604 EFFINGHAM LANE 3608 EFFINGHAM LANE 3512 EFfINGHAM LANE 3516 EFflNGHAM LANE 3620 EFfINGHAM LANE 3624 EFFINGHAM LANE 3628 EFFINGHAM LANE 3632 EFFINGHAM LANE 336ANSONVILtE LA,NE 332 ANSONvll.LE LANE CIty SUIte lip :57 953S7 % '1 9Sj57 MODESTO LA MODESTO LA MODESTO ea MODESTO (A MODESTO eft. MODESTO ea MODEsm LA. MODESTO (A MODESTO (A MODESTO (,.\. MODESTO c.a.. MODESTO C4 MODESTO U\ 95}57 MODESTO (A 2012<W13 As~5sment $ $7].48 $27A8 $27,48 $27,48 $27,48 $ $ $VA8 $27,48 $2:7,48 $; ,48 $-27A8 $27,48 $27A8 $VA8 $ $27,48 S27A8 S A8 $27A8 Landscape Maintenance Assessment District No Annual Engineer's Report Page 13

142 ATTACHMENT 2 APN on02uj19-tloo Owo", HARRIS 5HAUN N Property Address 328ANSONVILlE LANE City Sta-ttt lip lo12-lou Assenment 079- {]21-G30-QOO TOWNLEY PERRY & BRENDA 324 ANSONVILLE LANE 079-G MILLER JOSEPH R ET At 320 ANSONV!LLE LANE MODESTO C C32..QOO Q)9-{J21..{) !-D lokar! MOHAMMED & TINA COX 8ERNICE U Tf! COUUBAl Y LLe 3533 DOTHAN DRIVE 3629 DOTHAN ORIVE 3625 DOTHAN DRIVE $ _ MORRElL ERNEST DAV15 & MORREa KATHERINE DOTHAN ORIVE Im.l-021-G37...QOO L'rlEl-STARKS THOMAS VALLE RAMON & CARMEN 3611 DOTHAN DR!VE 3613 DOTHAN DinVE MODESTa CA $17.48 $ c38--{)OO 019-U Cl {}OO <-041..aGO BEE 1AO>CHiNG & BEE SUE CHEN MANGAL SHIV PRASAD ET At HARLESS KEViN WilliAMS ROGER )( & LOUiSE G TRS OlNAREZ ARNOLD &. OLIVAREZ DARLENE 36D9 DOTHAN DRIVE 30G5 DOTHAN DRIVE 3601 DOTHAN DR!VE 3537 DOTHAN DRIVE 3533 DOTHAN DRIVE 9"5357 9$357 MODf~IO LA $ $27-48 $27.4B D43.{lO(} 07g 021..{)44-QOO 079-1J21-{) MUSE MARTIN D & OWENS OUVtA CAPPS FRANRlIN J & 5U5..-A.NN J TRS RUlZ CARLA P 3529 DOTHAN DRiVE 3525 DOTHAN DRIVE 3521 DOTHAN DRIVE MODESTO C-~ Gl1{l AHLSTRN-4D GARY j SA & PAMELA M TRS AHLSTRAND GARY J SR & PAMELA M TRS 3517 DOTHAN DRiVE 3513 DOTHAN DRiVE D79-D2:2.{)Ql-{}OO WElLS FARGO SANK N A 316 N, MC CLURE ROAD {l22 -OO2-o tJ22-OO3--Ooo MEDEiROS DOROTHY JEANNINE TR RODRiGUEZ ELENA AfUEAGA RAUL A ft AL MARTIN RONALD L & MARTIN FAITH A 312 N. Me (LURE ROAD 308 N. Me CLURE ROAD 304 N. Me (lure ROAD 331 MElBOURNE DRIVE Si-S357 $ G2H}f)!M ARROYO MARGARITA RADlOFF HAROLD TRS & RADLOfF M KATHLEEN CRANE CHARUE t08augh DUANE 3GS ME160URNF. muvf. 309 MELBOURNE DRIVE. 313 MELBOURNE DRIVE 3512 DOTHAN DRIVE A8 527A o10...Q Cll-000 TORRESAl.FREDQ & TORRES RAQUEl PAL PARBIN & ROSHNl 3516 DOTHAN DRIVE 3520 DOTHAN DRIVE {l2Z-.fl12..!)OO D JAUREGUI PEDRO A &. GUADALUPE V IRS CAmo DAViD 8. ANGELA 3524 DOTHAN DRlvE 3528 DOTHAN DRIVE 953S A8 079"() Q.OO 079-0; U16-DOO BR!ITOl'I KONYNENBURG PARTNERS LOURENCO A5HU Gilt S-UKNDEV SINGH & DAVINDfRJEET K 3532 DOTHAN DRIVE 3536 DOTHAN DRIVE 3500 DOTHAN DRIVE MODE..STO CA {J17-0oo G ,..(}lS--oOO HORNE RICHARD R & KATHY j CHAt.JD ROVINESK ET AL 3504 DOTHAN DRIVE DOTHAN DRIVE $ $ CARLSON JOHN HENRY 8. GAYlEN ms 3612 DOTHAN DRIVE $27, {)2Q..OOO MANZO TERESA 8. ENR!QUE CANELA FRANClSCO j 3615 DOTHAN DRIVE 3620 DOTHAN DiUVE : {)26...QOO JAUREGU! GRISELDA TACKETT MICHAEl DEON & GWENDOlYN SUE TRS HERNANDEZ ARMANDO &: ANAllA NOLL K4RL P 8. NOll GYDA j lopez DAVlD & LOPEZ IRMA 3524 DOTHAN DRIVE 3628 DOTHAN DRIVE 3632 DOTHAN DRIVE 312 ANSONVILLE LANE 3Ui ANSONVILLE lane CASELLO FRANOSCO A & CABfLLO KAREN 3629.lARENA DRIVE ZZ..Q QUACH CAM ET At 3625 JARENA DRlVE f Q79-02H)3-3..o00 Q79-D {lOO CAMARENA JE:SUS 0 & E5YHE.R SUN HAIU SANOO\fAlIRMA VlUARREAllOE & VIRGiE 3611 JARfNA DRIVE 3617 ;ARENA DRlVE 36131ARENA DRIVE 3609 JARENA DRIVE 953:57 $27A8 SZ7Ag fqrdw1nston l& FORO SHEllA 3605 JARENA DRIVE $ Q GONZALEZ GUADALUPE & GONZAlEZ SPERANZA 3601 JARENA DRIVE $ o22--03:7..{) O22"{)38-O00 G79-D2Hl "022_ BOUNPHENG KHAMPrlANH ET AI. YUJOSEPHINE flores DANIEL C & DONNA N EERTOLorn GUSTAVO WANG CHAO SHENG & WANG CH!EN LAN 3537 JARENA DRIVE 3533 JARENA DRIVE 3529 JARENA DRIVE 3525 larena DRiVE 3521 JARlNA DRiVE MODfSTO CA SZ7A8 $2/ "{) O00 GRAY SHERRIE W 3517 JARENA DRiVE MOD STO CA 9S357 $ SANCHEZ ZENA!DA MAHARAJ PRADEP & SUBHASAN! PRASAD SUDE5H n Al 3513 larena DR!VE 3633 jarena DRiVE 36331ARENA DRIVE MOD STO CA Landscape Maintenance Assessment District No Annual Engineer's Report Page 14

143 ATTACHMENT 2 APN 079,.jJ13-..oo : ooS C23.{J1O G1NiOO 079-0n (}23 {lls OOO &.000 D oo 07!HJ23 D ,3.0':1: l23.(1b OOO "{)23..Q G7S Q G {)OG 079-Q23..{)32'{)OO 079-D D g..{)23 G35--{}OO 079 u23...( D oQO 079..{)23...()41-O D G79-o:'B-<l4S "()23-G47-QOO 079-O13-{l ]9-023-{ISS-OOO Q79-fJ SS...o o :Hl D7S-.oZ G634JOO (l23~6H.lOO Q79-0B OWner KJRK lyndsay KHAN SHAH N SANTOS FlORENTiNO C &. MARIA A CAMARENAJOS R & CAMARENA ISABEl C SiGHTS KURT H lopez DOM WATSON AlFRIEDA & CORNEll YATES MiCHAEL R & YATES MARGIE M CUTLER DAVID J & CUTLER JUDiTN A emsp JEfF C & CRISP DORTHY GRANT RYAN M & ANNE P SON DARA AliABADi REBKA 5HARLOU HtRNANDEZJORGE MURilLO & MURHIO ANA P CABAGNOT DOLORES & FLYNN G ALVARADO J ) $05 E & GUTIERREZ MARiA LEW KERN UEN YU LENA XIAO ET At ES?INOZA MIGUEL GRANT CURTiS R TRS & GRANT NANCY E WEDEL}ERRY l & LINDA L RODRIGUEZ MAUR!110 MONTANEZ DYKjANE.r D ENO$jEREMY VICTORIA ROBERTO ALONSO MIGUEl GALLO SANTOS &. GAlLO feupa HALL SHARON DE GUZMAN PEPlTO V &. RAQUEZAS TRS PRASAD NILESH BANUELOS MARTHA A SILVA RICK A NEWMAN SUSAN HAL WARDA JENNIFER & BEN ACOSTA GARY SIMON TRS & ACOS-TA SYLVIA ANN ESTRADA RICHARD & SBRANTl ESTRADA JOANNE AGUAYO ROBERTO U & GRAOELA MARTINEZ DAV!D &. MORENO MARISSA PONTE JOSEPH JOAQUiN JR &. PONTE VIRGINIA R TOWNSEND DONALD K & JOYCE A TRS FAGUNDES ANTONIO t & HAIR JA(QUEUNE K TOWNSEND DONALD K & JOYCE A TRSiMMEDIATO KEiTH A ET AL LOMTOJOSE B ET AL PRASAD CHANDRA SEN &. DAYA WAll TRS PINEDA MARIBEL COCHRAN PAT BUCK NICOLE R BORKVIRG,NIA l & BORK fhehard D JOHNSON JEFFREYT & JOHNSON S.UZANNE T GONZALES DANIELJ ('.AGUJAT Rl(AlYN T SELlERS SHERRY L FLORES CRISTlAN A MORA DELMA & MIGUEL WSORNEY VERNON E & VY80RNEY VIRGINIA C SAALWAECHTERJENNIFf:R PATRIClA ET Al LAt NEALE K VANDER HE!DE RALPH P JR& KATHRYN N RODRiGUEZ MELCHOR M ET AL K/lJOE?HE RACHEL RENEE HENRY Jill Property Addreu 248 N. Me (lure ROAD 244 N. Me CLURE ROAD 240 N. Me CLURE ROAD 235 N. MC (LURE ROAD 232 N. MC (LURE ROAD 228 N. MC CLURE ROAD 224 N. Me [lure ROAD 220 N. Me ClURE ROAD 2.16 N. MC CLURE ROAD 2.21 MELBOURNE DRIVE 225 MELBOURNE DRIVE 229 MELBOURNE DRIVE 233 MELBOURNE DIUVE 237 MELBOURNE DRiVE 241 MELBOURNE DRiVE 245 MELBOURNE DRiVE 249 MELBOURNE DRIVE 153 MELBOURNE DRiVE 3512 )ARENA DRIVE JARENA DRIVE 3520 JARENA DRIVE 3524 JAA.ENA DRIvE 3528 JARENA DR!VE 3532 jarena DRIVE 3500 JARENA DRIVE 3504 jarena ORNE 3508 JARENA DRIVE 3512 jaret~ DRIVE 245 GElF LANE 241GHF LANE 237 GElt LANE 233 SElf LANE 229 GElF LANE 225 GElF LANE 221 GElF LANE 217 GELF LANE 3529 ANNISTON COURT 3525 ANNISTON COURT 3521 ANNISTON COURT 3517 ANNlS10N COURT 3513 ANN!STON COURT 3512 HALLSBORO COURT 3516 HALLSBORO COURT 3520 HALLSBORO COURT 3524 HAli5BORO COURT 3528 HALLSBORO COURT 3532 HALLS-BORO COURT 3529 HALLSBORO COURT 3525 HAUSBORO COURT 3521 HAllSBORO COURT 3517 HAUSBOR.O COURT 3513 HALLSBOR.O COUR.T 240 GElf LANE 236 GElf LANE 232 GElF LANE 2Z8 GELF LANE 224 GELF LANE 220 GElF LANE 216 GElF!.ANE 3533 ANNISTON COURT 3537 ANNISTON COURT 3536 HAllSBORO COURT City State Zip MODESTO LA 9S357 MODESTO U\ MODESTO ea. MODESTO ea. MOOESTO CA MODESTO C/J" 953:;7 953S7 MODESTO C.\ MODESTO LA;. MODESTO c.~ 9$357 MODES-TO CA MODES-TO CA. 2012~2013 Assessment $ $27,48 $27A8 $27,48 $27,48 $27A8 $27,48 $27,48 $27,48 527,48 527,48 $27,48 $ $ $27,48 $.27A8 SZ7A,s $.2' '1-48 $ $27,48 S27AIl S27,48 S2lAS $ $27, $ Landscape Maintenance Assessment District No Annual Engineers Report Page 15

144 ATTACHMENT 2 APN 07fHHHi (j q H}i5-OC{l 079 D24-001~)OO 079'{! D oc,'o C79. l2hlos OOO 079..u S..fl {)OO : ",000 JH {)OO OJ'H.l24-tn3"'()OO :> noo U {l24-o Q24-019'{)OO Zo-Q-OQ Z1 0OG QZW:JG DZ4-{lOO OZ5-0{}(l 079--{l24-02G OOO O24..(l <}"{)2HBO-OOO Q {fZ (lZHB4-{lOO {135-OOO 079-( {}Z4-037-QOO 079-OZ4-038AKJO 079-OZ4.. l39-00!) 079..( : : OJg.{) o ( G79--02S DO S-00S ~'{)lS {) ;)2$ G S-OOO Q79-D26-OOS--0l..>D !i-005.()OO Owner $immal Y NICK & KWSOUKANANH At,,1 BRYANT TODD A Smn.LO ALMA C DOW STEPHEN C LYEK LY$,R! & MiN DAISY P RDRAj NNiFER A GARCIA DWAYNE & KRIST! FAULKNER JAMES & SHARON D ARMSTRONG CHESTER A TR SlDHU BALOEV 5 & MANMOHAN KTRS SOUKHAMTHATH ALAN ruu.fr JAMFSllR & FUllER TRAG j PEREZ CARMFN VANN SOCHf NOA G,,--<\NT ERIC A & GRANT KAMERA l GALAS VINCE N Mn VENlURES LLC l.i\moha VlCWR &. ZAMORA VERON!UI GONZAUl ANDRES &. ESPERANl.4 JORGENSEN FRANK E 8. MIR,AM tv! GRANT jeff ESTRADA FRANCISCO & ESTIiADA julia CREE DEBORAH J COt WELL DONALD 5R & COLWEttJOANN DAOlJDOLGA P WElSS JULIE GRANT Met: VENTURES LLC BROOKS TODD BORRELL! MICHAEL j KEENE EDWARD l& KEENE SUSANG GONSALVES MATIHEW M FElT STACY l 8. MAILE V KAREUN ZENA M FLORES CESARJ & MAYRA NGEN STEVEN KORS & MELONEY SALEM LEN MOU CHRISTINA WEAVER BEID J TRS ET Al CASTILLO TARA L ET AL WEAVER KRISTEN EUZASHH TR BEE TAO CHING & SUE CHEN PAL REENA D VALDEZ ARTHUR DAViD TRS & VALDEZANGEUNE MeE VENTURES ue GALLARDO LYDiA K!ST DAVlI) L & PAD!LlA WErrE M SAMUELNllCHAEl& NIRONA HAMILTON EILEEN M TR VElASCO GONZALO R J)( VAllEY PROPERTiES LLC SOUZA JASON 5 & TASITHA 1 FEDERAL NATIONAL MORTGAGE ASSt>J KNOEPFLE RONALD L & KNOEPFLE LORRAINE M EMPiRE UNION SCHOOL DtSIR\CT WH!TE ALAN WAYNE SR & EVELYN KAY TRS 8EARDEN FAMILY LTD PRTNSI-lP BfARDtN FAMILTY ltd PRTNSHP om LlC vosemlte AND CREEKWOOD INC CYPRESS EQUIT!ES GROUP II! if CYPRESS EQUlT! S GROUP 111 LP Me DONALDS CORP LEONG JICK C TRS & LEONG ALlCE NG Property Address 3540 HALLSBORO COWl, T 3541 HALLSBORO COURT 3533 HALLSBORO COURT 3537 HALlSBORO COURT 128 N. Me CLURE 132 N. Me CLURE 136 N. Me CLUNE 200 N. Me CLURE Jl)4 N. Me CLURE 2GB: N, Me CLURE 212 N. Me CLURE 117 MELBOURNE DRIVE 213 MELBOURNE DRIVE 209 MELBOURNE DRIVE 205 MELBOURNE DRIVE 201 M LBOUHN DRNE 3508 SAVSORO DRiVE 3512 BAY80RO DRIVE BAYBORO DRiVE 3520 BAYBORO DR1VE 3524 BAYBORO DRIVE 3528 BAYBORO DRIVE 3600 BAYBORO DRIVE 3604 SA vaoro DRIVE 3608 BAYBORO DRIVE 3612 BAYBORO DRIVE 36J6 BAYBORO DR!VE 3620 SAYBORO DR!VE 3624 SAYSORO DRIVE 200GELF!.ANE 204 GELt LANE 208 GELf LANE 212 GELF!.ANI' 213 GW' LANE 209 GfLF LANE 3617 RAYBORO DR-!VE A VBORD DRIVE 3609 SA VBORO DRIVE 3605 BAYBORO DRIVE 36tH BAYBORO DRIVE 3529 SAVBORO DRIVE 3525 SA VB ORO ORNE 3521 BAYBORO Dl'{IVE 3517 BAYBORO DRIVE 3513 BAYBORO DRIVE 35U ANNISTON COURT 3516 ANN1STON COIJRT 3520 ANNISTON COURT 3524 ANN15TON COURT 3528 ANNiSTON COURT 3532 ANNiSTON COURT 3536 ANNISTON COURT 116 N. Me CUJRE ROAD YOSEMlTE BLVD 3513 YOSEMITE BLVD o YOSEMiTE BLVD o YOSEMITE BLVD 3621 YOSEMITE BLVD o CREf-KWaOD DRIVE 117 CREEKWOOO DRIVE 3301 YOSEMITE BLVD YOSEMITE BLVD Oty State Zip MODESTO f.a MODES-TO CA MODESTO LA MODESTO LA MOOESTO CA %357 MODESTO c.a. MODESTO C4 MODES-TO CA 9S357 MODESTO O MODt:STO CA AS!ie.s$'mMt $27A8 $27AS $27A-S $21,48 $27,48 $27A $21-48 $ $2:7-4.8 $2:7.48 $17.48 $21-48 $27A8 $21-48 $27A8 $17.48 $21-48 $27,48 $27AS $27, A8 $27,48 $27, $27,48 $27,48 $0.00 $69.86 $ $191A2 $1.56 $ $83,84 $3{J,74 landscape Maintenance Assessment District No, Annual Engineer's Report Page 16

145 ATIACHMENT2 Al'N oo7...Q00 Q OOO {!26.{) ) ,..() {J27-00UlOO 079-1)27-{)(} 'l9-O17..j)()4 000 OI9...Q17-00S '{) GOO OlS tlOO OU-OOO Q79..(J OOO ~XlG Cl~H} OOO Q79...Q27 Qlfi..OO{} {}21-01S.ooD C1S.D2'7-02Q-OOG 079-{}17{)21-OOO G79..j) O27-.{)23-{)OO G79-02:7-!l G79'{! OOO : !H:127 G29-{)oo 079-C!27...{J30-OOO OJ'rD Q &-000 Q79"(}17...(J "J ooo Q27~ {)21-D Q79..Q17-04J.OOO : DOO UZ ::Mi27-04s ( C {!51..ooo Q7!H)27..fJ52 00(j {JS g Owner LEONG HCK C IRS & LEONG AUCE NG CREEKWOQD?LALA LLC CR[EKWOOD PLAz..; LLC CREEKWOOO PLA.ZA LlC CRHKWOOD PLAZA LLC CREEKWOQD PLAZA LLC CRHKWQOD PLAZA LLC PALUD5 ENTERPRISES ESPINOZA EVERAOO & MARIA LUZ BERGSTROM ROBERT E & LINDA R TRS G1U3F.RT LYNETTE & LANCE GREWAL MANMEET & JASKlRMJ VILLALPANDO HERISERTO & ROSA GALLO JOE & ROSAliA flores VANESSA ORTIZ ALEJANORA ADAIR KENNETH L MAKASYJK GUADALUPE H1ATI RALPH W TR GIRTON BROOKS C TERRA MATIHEW T AL (AS11l.LO ANGEllCA ET AL DAl\PtNIAN JANE LEE AWARD PROPERnf5 GUPTill CAROLYN 5 YOUNAN ALBERT M n AL AMADOR GREG KANNOJANfT BELTRAN RAMON F URYTRACY L NIELSEN MARK C TINOCO REBECCA X S-TRAIT AARON D AQUINO NESTOR JOSE P & AQUINO WOlLEJ SZCZYGIELliOGER JOSEPH & SZCZYGIEL MON!(A R ANDREINI CHRIS PAUL &. VICKY ANN TRS UNOSA'f STANLEY & MICHELE M & M PROPERTIES!NC TOOMEY MiCHAEL & WANDA NAlDU LATCHMi & NAIDU KfHSHNA FEDERAL NA Tl MORTGAG ASSDC OROZCO EDUARDO & LOPEZ CELIA HURTADO AGUINIGA LINDA L ET At HENRY J!LL A VALOEZARTHUR DAVID TRS & VALDEZ ANGEUNE SIDHU BALOEV S & MAN MOHAN K TRS VEGA JUAN MANUEL & MARIA A CAVAZOS HENRY J JR SANCHEZ NOEMf GOMEZ PATRICIA & FRANCISCO JAV!ER GARRISON )AM S R & STACY l NAIR AAJESH & UMA SCHEID MICHAEL 0'& SOtElO MAR!LYN J JAMES CATHERINE M HOUAND DARRELL MUIR tarry R & LESUE A AGHASS-l loe5ph TR SABIN1ANO MARION N ViGIL (ElSa & NATiVtDAO CHAND ATISH & REWA D WALDMAN MIKE & MARTHA MIRANDA CARMEN ET At Property Address YOSEMITE BLVD YOSEMITE BLVD YOSEMITE BLVD YOSEMITE BLVD YOSEMITE 8LVD YOSEMITE BLVD 3801 YOSEMITE BLVD 3801 YOSEMITE BLVD 3701 JULENE DRIVE 3"105 JUlE.NE DRIVE 3709 WLENE DR!VE 3713 JUU,NE DRIVE 3717 ju1.ene DRIVE 37Z1JUI.ENE DRiVE 372$JULENE DRIVE 3S0UULENE DRIVE 3S0SJUlENE DR'VE 3809 J]JlENE DRiVE 3813 JUlENE DRiVE 3817 JUlENE ORNE 3821 JULENE DRIVE 3825 JULENE DRiVE 3901 JULENE DR!VE 3905 JULENE DRIVE 3909 JULENE ORNE 3913 JULENE DRIVE 3908 JULENE DRIVE 3900 JULENE DRIVE 232 ANASTASIA DRNE 228 ANASTASiA DR1VE 224 ANASTASIA DRIVE 220 ANAST ASIA DRiVE 216 ANASTAS!A DRIVE 212 ANASTASIA DRIVE 108 ANAST ASIA DRIVE 204 ANASTASIA DRNE 200 ANASTA51A DRIVE 3824 TROON PlACE 3820 TlWON PLACE 3816 moon PLACE 3812 TROON PlACE 3808 nwon PLACE 3804 TROON PLACE 3800 TRQON PlACE 3714 TROON PLACE TROON PLACE 3716 TROON PLACE 3712 TROON PLACE 3708 TROON PLACE 3704 TROON PlACE 3700 TROON PLACE l01 RtCTOR LANE los RECTOR LANE 209 RECTOR LANE 213 RECTOR LANE 217 RECTOR LANE 221 RECTOR LANE 37GOJUlENE DRIVE 3704 JULENE DRNE 370BJULENE DRNE 3712 JULENE DRIVE JULENE DRIVE City State Zip MODESTO C4 MODESTO LA, MODESTO LA MOOE..."fO CA 953S7 9535" MQ-;)ESTO CA MG-;)ESTO CA MODESTO (A 2OU-2013 Assessment $27,94 $ $3S.05 $38,42 $41.64 $ $87&,04 $19:,42 $nag $.27A S2M8 $HAB $27, , ,48 527A8 $21.48 $27,48 S27A8 S27AS $27,48 $27A8 S27.48 $27,48 $27,48 $27,48 $17.48 $ $21A8 $27,48 $27A8 $27A8 $27,48 $21.48 Landscape Maintenance Assessment District No, Annual Engineer's Report Page 17

146 ATTACHMENT 2 AJ>N D79.{l {)17-Q5&-OOO Q79...fJ2J.{} D79-D {)27-Q6Q..-OOO 079-O27..{} 1 OOO {l63"OOO 079-OZ7-oi ) O {){)O H) {}OO G19..(l {)QO 079-D : ,') [ ;) On-027-OBG-OOO DOfi :) ( o27..QB '{)27...Q8S..{iOO Ols.DZHJ90.uOO Q7s-<J Q {) DOO 079.Q Q S-1J H)OO 079..Q28-oo {l (} g.oo Q09-0oo 079 G28-01Q...OOO Q7g..o28-Gll-OOO 079-{128-On-oOO 0-79-Oza '{} {)OO 079--Q28-01S ~H) {)QO 079--O28..{) Owner CHANHM~SAY K[VlN & T1FFANY DOUGlAS MARY G ANAYA H:RNANDfZ & FERNANDEZ ANJEUTA GALlO SANTOS & GALLO FEUPA A a B?.IEN10N l BLANA::; frank G Hf!S-fF1: 8Rf.NDA METAL ROSE EUGENE l & TAMARA l MAlDONADO JUAN G & VERONICA A RAYGOZA J05.IR DHESI PARVIND[R & KlRANJIT HAMMONDS THWFORD J HtlEDE St)KANTLA GUEi'UI.ERO ANTHONY & GUERRERO DEBORAH CUEVAS TOMAS & BRACAMONTES MARIA CUEVAS CHAND AflSH & CHAND RHNA HAMll.1ON DAWN j CHEHY JA! N &. PADMANI NAVA MARGARITA nat CHAND fi,aj RATTAN GALLO SANTOS & F[UPA A KOMMAVONG BOUNKONG 8. PH!LAVONG AUNG BRliHN JULEE BUEll TYLER A SlfRRAjOSE M & RiOS LUS1L4 SAC HOME LOANS SERVICING LP LOPEZ USANDR!vEO ET Al CAROOZP, RICHARD AL<l.N BURKE J;)HN D & BURKEAM E KNAUS 5VETLANA K1SARA SHIN/VAS DOYLE CATHY M BAILEY GUY E & SAllEY DONNA M WHEELER AMANDA ET Al MESSER KEVIN & KAREN DE JESUS MARIO C & DE JESUS ARLENE M LEONARD MICHAEL & PATiUClA GARDA JUAN & CARMEN A JONES.lANE K HENRY)!tLA MEfSSEAN SAKUS LAUREN N CREEKWOOD MEADO\-V$INVESTORS PERVERE BRYAN & PERVERE GAil M TEIXEIRA TfRRY j BARRAGAN BENjAMIN M & BARRAGAN IMELDA Ii AWARD PROPERTIES llc PERRY JAMES B & PERRY mana C FARNON AMON D & FARNON UNO/; M NAVA BALTAZAR & NAVA YOLANDA GAllO MACiEl LAVINIA MORA MACLOVlA & DAVID MED!NA ROCHAJO$E PONS-tANGLOT AlfRED MiSSION HOUSING DEVELOPMENT CORPORATION DEL VALLE MARIA R HUIHtJlJOSEPH ~RmERICK DURAN ROBERT JA. & MELANIE JT BURDU VASILE & TABITA WONG Ul5 ET AL SIKESJAMESRTR PRITCHARD INVESTMENTS llc Property Addre :0 JULENE DRIVE 3724)UlENE ORNE 3800 lulene DRIVE 3804 JOLENE DRIVE 380B JULENE DRIVE 3812 JUl.ENE ORNE 3E16 JULENE DRIVE 3B20 JULENf DR-IVE 3 25 JARENA ORNE 3821 larena [)R)vE~ 3817 JARENA DR!VE 3813 JAflENA DRrVE 3$09 JARENA DRIVE 3E05jARE~';A DRlVE 3801 JAREN_A DR-IV!:. 372:5 JARENA DRiVE 3721 JARENA DRlYE 3717 JARENA DRIVE 37131ARENA DRIVE 3709 larena DRIVE 3705 JARENA DRIVE 3701 JAR rna DRIVE 213 ANASTASIA DRIVE 3812 JARENA DRIVE 3808 JARENA DmVE 38041ARENA ORNE J.<l.RENA ORNE l/24 JARENA DRlVE 3-7;W )AH(NA DRNE 3716.!ARENA ORNE 3712 JARENA DRNE 220 RECTOR LANE 212 RECTOR tane 208 RECTOR LANE 3717 TROON PLACE 3721 THOON PLACE 3725 TROON PU\CE 3801 TROON PLACE 3805 TRDON PLACE 3809 noon PLACE 3813 TROON PLACE 3817 TROON PLACE CREEKWDD DRIVE 205 SENTINEL DR!VE 201 SENT1NEl DRIVE U1 SENTINEL DRIVE 117 SENT!NEl DRNE 113 SENTINEL DRIVE 109 SENTiNEL DRIVE 105 SENTlt'iEl DR!VE 101 SENTINEL DRiVE 39DQ H PORTAL PtACE 3904 fl PORTAL PLACE 3908 El PORTAL PLACE 3912 El PORTAL PLACE 3916 El PORTAl PLACE 3920 El PORTAL PLACE 3924 EL PORTAL PLACE 3928 EL PORTAL PLACE 3932 El PORTAL PLACE 3933 l PORTAt PLACE 3929 Et PORTAL PLACE City State Zip MODESTO (A MOOEsm CA MooESTO CA 953S I MODESTO (A MODESTO ell ' : MODESTO 0. MODESTO ell, 953$.7 MODESTO eli. MOoESTO CA MOOESTO C~ MODESTO (, :2013 Assessment S27A8 SHA8 $27A8 SilAS 527, $27AB $27A8 $27.'1.8 $ AS $27AB $_I.7AB $27A8 $2:7.48 $27,48 $27,48 $27,48 $Z7AS $2HB $59.86 $17.48 $27-48 $27A8 $27A8 $27-48 $:27.48 $27AB S27A $27.4g Landscape Maintenance Assessment District No Annual Engineer's Report Page 18

147 ATTACHMENT : G i12--OOO ()79-G2S-023..QOO 079-G OOO : O}fHJ28-G27-{}l}3 079-D28-Q {} OOiJ 07J..02S--J)30"OOO fJ OJ9.-G28-o3H}OO OJ9-02S--J)j4 (}OO O?:HJ2S-03S ] {}4{)-OOO 07S OJ9"()28-D Q4S,,()OO S-04 -OOO < {) !H)OQ JSQ.OO) S-.oS4-{lOO Q79..{l28-oS g..{)SHJOO "{)1s-.OW,,{)OO Q79"'(} OOO D OOO & D l8-071-OOO U !H.l28-D a-074.ooG HIDO 07S-028-D76{jOO O77..(}OO Q Own" federal NATIONAL MORTGAGE ASSN MADR~Vf.!GAI. JOSE A BOULTON Bill G MARTIN JEFFREY REED NANCY R & JOHNNY E OCERO EDWARD FRANCIS JR TR TANNER TOMMIE G & TANNER GARDE l CAMPOS MARTIN SOIJPHAVONG BOUATHONG WU WAN BEN YOUNAN UNARD & YOUNAN NfDHAl (APISTRAN JUAN & BARRAGAN ELISA YOUNGER ROGtR HOUSE DENN!$l & SONnA E TR5 PRASAD RESHMI D HUE\' lames W ET Al BARRAGAN iesse & BARRAGAN OUVtA. T OCHOA PAULO & MENDOZA MARIA DE JESUS UTILE EULALIA S MOORE JOHNATHAN 8; DEBRA BUSl'AMANT GONlALO & SUSTAMANTE LUI VICTORiNO CHR1SlOPHER j & KR1Sn M TAYLOR JIMMY R & SHEILA W SANDOVAL JUAN E & ANA UD!A ACEVEDO DE Mel: VENTURES LLC ALBERTO SILV!A YOUNGER RONALD & YOUNGER LYDIA PORRES MARIA ATKINS DEBM MICHELLE H1NISH LONNIE 0 & PAMELA K IRS HOQK)EFFRE'I ALLEN,& HOOK KIMBERLY ANN ZAMORA ANTONtO S & ZAMORA MARIA A TANNER N1CHELLE 1\1 COSTA JOE & COSTA MARY CQRRE,A ADRIVEIANA M J!MENEZ NARCISO & JIMENEZ ROSA DAVlS BARBARA A HANNINK DOUG & KATHY TRS WATTLE AARON K &: JUut R NORTON STANLEYW & NORTON LAURIE K OBRiAN FRAIN HAL BROWN TANYA M BOSMA KiUSTt K & BOSMA STEVEN R RODRIGUEZ ALFRED 1 & JULiA L CISNEROS HEBER & CISNEROS ROSAUNA C!TV Of MODESTO TQMATiTANIAY HERNANDEZ SALVADOR & BELTRAN MARIA T taganjason HAROfN MIKE A SANGHA DlLBAG SINGH ET AL MDtU.A RODliJGO WIKA GARY L & WIKA PEGGY A sore GllBE!\TO & SOTO MARIA f'erezvalent!ne M IT AL MENDOZA UBERATO ET Al SUMTER JASON [f Al NAVARRO JOSE R Property Address 3915 El PORTAL PLACE 3911 EL PORTAL PLACE 3917 EL PORTAL PLACE 3913 El PORTAL PlACE 3909 El PORTAL PLACE 3900 WESTFAll lane 3904 WESTfALL LANE 3908 WESTfALL LANE 3912 WESTfAU LANE 3916 WESTfAll!..ANE 3920 WESTfAll LANE 3924 WESTFALL LANE 3925 WESTFALL LANE 3921 WESTFALL LANE 3917 WESTfALL LANE 3913 WEST!' ALL LANE 3909 WESTFALL LANE 3901 WESTFALL LANE 3935 EL PORTAL PLACE 257 SENTINEL DRIVE 253 SENTfNEl DRIVE 249 SENllNEl DRIVE 145 SENfiNEl DRIVE 141 SENTINEL DR!VE 23} SENTINEl DRiVE 133 SENmJEl DR!VE 229 SENT1tjEl DRIVE 12S SENTINEL DRIVE 221 SENTINEl DRIVE 217 SENTINEl DR!VE 213 SENTINEl DRIVE 109 SENTINEl DRIVE 212 SENTINEl DR!VE 215 SENTINEl DRIVE 228 SENTINEl DR!VE 235 SENTINEL DR!VE 24G SENTINEL ORNE 244 SENTINEL DRIVE 3905 SENTINEl COURT 3908 SENTINEL COURT 3904 SENTINEl COURT 313 VOSEMm MEADOWS DRIVE 309 YOSEMHE MEADOWS DRIVE 305 VOSEMm MEADOWS DRIVE 301 YOSEMnE MEADOWS DR!VE YOSEMITE MEADOWS DR!VE 241 YOSEMITE MEADOWS DRIVE 137 YOSEM!TE MEADOWS DR!VE 23-3 YOSEM!TE MEADOWS DR!VE n9 YOSEMiTE MEADOWS ORIVE 225 YOSEMiTE MEADOWS DRIVE 221 YOSEMiTE MEADOWS DRM 217 VOSEMHE MEADOWS DRIVE 213 YOSEMiTE MEADOWS ORNE 209 YOSEMITE MEADOWS DRIVE 3929 WE5-IFALllANE 3928 WESHAlL LANE 3937 El PORTAL PLACE City State Zip MODE1O CA MODfSm CA MODES1O CA _ 953-5"7 MODESTO fa MODESTO c.a, MODESTO ClI. MODESTO MODESTO CIJ, S7 MODES-l0 CA MODfSTO CA MODf.STO CA MODf.$TO CA MODE-"TO CA 2012~2Gn Assesm1ent $2:7.48 $21.48 S2lAS $ Si7AS $27,48 Si7AS $27A8 $17.48 $27,48 snag $27AS $ $27A8 $27,48 $.27,48 $2.HS $2.7A8 $2.7A-8 $27A8 $27A8 $27-48 $:(1,4-8 $27A8 $ $27-48 $ $27,48 $27,48 $27.4$ $27,48 $lloo $27,48 $27,48 $27,48 $27,48 $21,48 $27-48 $27-48 $27,48 $27,48 Landscape Maintenance Assessment District No Annual Engineer's Report Page 19

148 ATIACHMENT2 THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK landscape Maintenance Assessment District No, Annual Engineer's Report Page 20

149 MODESTO CITY COUNCIL RESOLUTION NO A RESOLUTION CONFIRMING THE FISCAL YEAR DIAGRAM AND ASSESSMENT, AND ORDERING THE LEVY AND COLLECTION OF CHARGES WITHIN THE SHACKELFORD LANDSCAPE AND LIGHTING DISTRICT WHEREAS, the City of Modesto has by Resolution No , adopted on June 14,2012, declared its intent to levy charges or assessments for the purpose of administering the maintenance of seventy-seven 200-watt high pressure sodium street lights in the Shackelford Landscape and Lighting District under the provisions of California Streets and Highways Code Sections through 22679, more commonly known as the Landscape and Lighting Act of 1972, and WHEREAS, the charges against the real property are not levied with regard to property values but rather by allocated cost reports prepared by the Engineer of Work, and WHEREAS, the City of Modesto has determined and certifies that the charges are either exempt from or in compliance with all the provisions of Proposition 218, which was passed by the voters in November The City of Modesto has further determined the charges are in compliance with all laws pertaining to the levy of such charges, NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it orders the levy and collection of such charges within City of Modesto Shackelford Landscape and Lighting District for Fiscal Year , and in each subsequent fiscal year in which the charges may validly be levied; that a certified copy of this resolution and attached documentation shall be delivered to the Auditor-Controller ofthe County of 08/ /C&EDrrRochalltem

150 Stanislaus for placement of such charges on the County Tax Roll, and in each subsequent fiscal year in which the charges may validly be levied. BE IT FURTHER RESOLVED that the diagram of said assessment district and amount oflevy thereon is hereby confirmed. The foregoing resolution was introduced at a regular meeting of the City Council of the City of Modesto held on the 8 th day of August, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Geer, was upon roll call carried and the resolution adopted by the following votes: AYES: NOES: ABSENT: (SEAL) Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsb None None ATTEST: ~()jj.ji ~ STHIE LOPEZ, CitYl APPROVED AS TO FORM: B y: -c:::=-=:-:-::;)jjf.~f.b--=::-::-::-=--::: ,...-- SUS ALCALA WOOD, City Attorney 08/ /C&EDlTRocha/ltem

151 SHACKELFORD LANDSCAPE AND LIGHTING DISTRICT ANNUAL ENGINEER'S REPORT REVISED FISCAL YEAR SET HEARING: PUBLIC HEARING: June 12, 2012 August 8, 2012

152 TABLE OF CONTENTS ENGINEER'S REPORT AFFIDAVIT INTRODUCTION PART 1- PLANS AND SPECIFICATIONS A. DESCRIPTION OF THE SERVICE AREA B. DESCRIPTION OF IMPROVEMENTS AND SERVICES PART II - METHOD OF APPORTIONMENT A. BENEFIT ANALYSIS PART III - BUDGET ANALYSIS A. FUND BALANCE B. BUDGET FORMULA PART IV - SERVICE AREA BUDGET PART V - ASSESSMENTS EXHIBIT A - BOUNDARY/PARCEL MAP EXHIBIT B - PARCEL LIST 2

153 ENGINEER'S REPORT AFFIDAVIT County of Stanislaus, State of Califomia SHACKELFORD LANDSCAPE AND LIGHTING DISTRICT This report describes the District and all relevant zones therein including the budget(s), parcels and assessments to be levied for the Fiscal Year Reference is hereby made to the Stanislaus County Assessor's maps for a detailed description of the lines and dimensions of parcels within the Shackelford Landscape and Lighting District (LLD). The undersigned respectfully submits the enclosed report as directed by the Board of Supervisors. Dated this _...:2:c3~~t> day of 'J..::..cv=-::tl---,2012 MATT MACHADO, DIRECTOR, PE Stanislaus County Department of Public Works 3

154 INTRODUCTION: SHACKELFORD LANDSCAPE AND LIGHTING DISTRICT ANNUAL ENGINEER'S REPORT FISCAL YEAR The Shackelford Landscape and Lighting District (hereinafter referred to as "District") was established on June 29,1999, by Board Resolution No , following a ballot procedure conforming to the requirements of Proposition 218. The District was created to install and maintain streetlights to deter crime, promote traffic safety, and help law enforcement officers. The boundary of the District is shown on Exhibit "A"; attached hereto and made a part of this Engineer's Report. Streets and Highways Code Sections through require that a written report containing a description of each parcel of real property receiving the particular extended service and the amount of the assessment for each parcel be prepared once a year and filed with the Clerk of the Board of Supervisors. PART 1- PLANS AND SPECIFICATIONS A. Description of the Lighting District There are 496 Assessor's parcels within the District, unless otherwise determined, and it is assumed each parcel receives equal benefit from the streetlights. The streetlights only provide a special benefit to the parcels within the District; therefore, no general benefit has been assigned. The annual assessment is levied without regard to property valuation. The boundary of the District is shown on Exhibit "A"; attached hereto and made a part of this Engineer's Report. The District is generally located: North of Hatch Road South of State Highway 99 East of Crows Landing Road There are 77 streetlights within the District, which are owned and maintained by Turlock Irrigation District (TID). The streetlights are 200 watt high pressure sodium lights. An anticipated increase of 7.85% in the TID street light rates is expected in February The 77 lights are projected to cost $22,500 for Fiscal Year B. Description of Improvements and Services The purpose of this District is to ensure the ongoing maintenance, operation and servicing of the District. The special benefit assessments to be levied for this District are intended to provide a revenue source for all the maintenance, and servicing of the District's improvements including, but not limited to the materials, equipment, labor and administrative expenses. However, the assessments are not intended to fund reconstruction or major renovations of the improvements and facilities. The following services maintain facilities and improvements provided by the District as a 4

155 special benefit to the parcel owners within the District; the cost of the services is paid entirely by the assessments levied by the District: Payment to local utility company for monthly power costs of energizing street lights in the District Payment to local utility company for maintenance of street lights in the District that the utility company owns (usually those lights that are mounted on wooden poles) Maintenance provided by Stanislaus County Public Works for street lights in the District that are owned by Stanislaus County (usually those lights that are mounted on steel poles) PART II METHOD OF APPORTIONMENT A. Benefit Analysis The method of apportionment described in this report for allocation of special benefit assessments utilizes commonly accepted engineering practices. The formula used for calculating the annual assessment (hereinafter referred to as the "Method"), is the total cost to operate and maintain the street lights (Turlock Irrigation District energy charges, and any charges for the repair and/or replacement of the street lights), plus an amount needed to cover administration costs and to create and maintain an operational reserve (which would be used to pay for unexpected or emergency expenses incurred by the District during the year which were neither contemplated nor estimated as part of the District operation and maintenance costs), divided equally by the number of benefiting parcels within the District. The annual assessment calculated using the Method is proportional to the special benefit derived by each identified parcel in relationship to all of the costs of the services being provided by the District. Unless otherwise determined, it is assumed that each parcel benefits equally by the services provided, Therefore, the total cost to operate the District will be divided equally among all the parcels within the District. The formula used for calculating assessments for the District reflects the composition of the parcels and improvements provided to fairly apportion the costs based on special benefits to each parcel. Furthermore, pursuant to the California Constitution Article XIIID Section 4, a parcel's assessment may not exceed the reasonable cost of the proportional special benefit conferred on that parcel and a parcel may only be assessed for special benefits received, All the improvements and services associated with the District have been identified as necessary, required and/or desired for the orderly development of the properties within the District to their full potential and consistent with the proposed development plans. As such, these improvements would be necessary and required of individual property owners for the development of such properties and the ongoing operation, servicing and maintenance of the improvements and facilities would be the financial obligation of those properties, Therefore, the District facilities, infrastructure, and the annual costs of ensuring the maintenance and operation of these improvements provide special benefits to the properties within the District. Each parcel receives equal benefit from the District The District only provides a special benefit to the parcels within Shackelford Landscape and Lighting District; therefore, no 5

156 general benefit has been assigned. PART 111- BUDGET ANALYSIS A. Fund Balance It is estimated there will be a fund balance on June 30, 2012, of $8,819. An amount of $1,000 will be set aside from fund balance to establish an operational reserve. This reserve will be used to offset unforeseen accident, vandalism or theft costs without affecting the assessment The assessment for Fiscal Year is $ This is an increase of $2.92 per EBU (5.9% increase from the prior year's assessment of $49.36). The increase is due to the TID rate increase for streetlight utilities. The fiscal year is the 12-month period from July 1" through June 30 th of the following year. The assessment is received with property taxes collected in December and April. This means the fiscal year starts July 1 ", but the first installment of the assessment is not collected until December, creating a six-month lag in receiving the money necessary to operate and maintain the streetlights. There are insufficient funds available to cover expenditures during this period, therefore: an amount of $3,431 has been added to the balance to levy in order to rebuild fund balance. B. Budget Formula The method that is being used to calculate the assessment is the total cost to operate and maintain the District divided equally by the number of parcels within Shackelford Landscape and Lighting District. The formula can be stated as follows: Amount of Annual Assessment = (Estimated Operation & Maintenance Costs for Current Year + Administration and Operational Reserve - Fund Balance From Previous Year - Estimated Property Tax Revenue For Current Year) I Number of Benefiting Parcels In District. 6

157 PART IV - SERVICE AREA BUDGET Shackelford EXPENSE DESCRIPTION TOTAL BUDGET ADMINISTRATION County Administration Miscellaneous/Other Admh Fees Tota! PARKS & RECREATION PatksLabor Parks Utilities Paries Other Supplies Tolal PUBLIC WORKS Lghting Maintenance Utilities/Street Lights Utlillies/Landsca ping Total Capitallmpro\ fyient Reserve Total Administration, Parks & Rec, Public Works BlKlget Fund Balance Information Beginning Fund Balance (Estimated for ) Operaronal Resmre (-) A\6ilabieFund Balance Adjustments to Avaiable Fund Balance General Fund (or PW) Loan Repayment/Advance (+) Other Re\IefluesfGenern! Fund (Contrbutions!.e. Grants) (+) Capital!mpro\. ment E;.penditure (pumps etc.) H 6 I'vbnths Opa-ati1g Reser\B (-) Tat a! A dj us 1m ents Remain ng Availabe Fund Balance Total Administration, Parks & Rec, Public Works Budget Useof Fund Balance(-) BalancefO Levy District Statistics Total Parcels Assessment per Parcel Reserve T arg et $500 $0 $500, I, $0 I $0 $0 $0 $0, $22,00] i $0 : $22,00] $0 $22,500 $8,819 1$1,000) $7,819 $0 $0 $0 ($11,250) ($11,250) ($3,431) $22,500 $3,431 $25, $52.28 $3,000 7

158 PART V - ASSESSMENTS Assessment = $25,931/496 EBU = $52.28 per EBU Assessment = $24,433/496 EBU = $49.36 per EBU The proposed annual assessment is an increase of $2.92 (5.9%) from the Fiscal Year assessment. The increase is due to the TID rate increase for streetlight utilities. Because a method for calculating the annual assessment has been approved per Proposition 218, no ballot procedure is necessary to approve the increase. Therefore, the Fiscal Year assessment is in compliance with Proposition 218. The parcels subject to the annual assessment are listed on Exhibit "8"; attached hereto and made a part of this Engineer's Report. 8

159 EXHIBIT "B" PARCEL COUNT FOR SHACKELFORD LANDSCAPE AND LIGHTING DISTRICT FISCAL YEAR The Assessor's parcels listed below are subject to the annual assessment: EBU ASSESSMENT EBU $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ TOTAL $2, $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ of 8

160 EXHIBiT "B" PARCEL COUNT FOR SHACKELFORD LANDSCAPE AND LIGHTING DISTRICT FISCAL YEAR The Assessor's parcels listed below are subject to the annual assessment: APN ASSESSMENT EBU AP.N. ASSESSMENT EBU $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ TOTAL $3, $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ of 8

161 EXHIBIT "B" PARCEL COUNT FOR SHACKELFORD LANDSCAPE AND LIGHTING DISTRICT FISCAL YEAR The Assessor's parcels listed below are subject to the annual assessment: A.P.N. ASSESSMENT EBU A.P.N. ASSESSMENT EBU $ $ $ $ $ $52.28 TOTAL $2, $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ f8

162 EXHIBIT "B" PARCEL COUNT FOR SHACKELFORD LANDSCAPE AND LIGHTING DISTRICT FISCAL YEAR The Assessor's parcels listed below are subject to the annual assessment: A.P.N. ASSESSMENT EBU A.P.N. ASSESSMENT EBU $52.28 TOTAL $3, $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ TOTAL $1, $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ TOTAL $ $ $ $ $ $ $ $ $ $ $ $ of 8

163 EXHIBIT "B" PARCEL COUNT FOR SHACKELFORD LANDSCAPE AND LIGHTING DISTRICT FISCAL YEAR The Assessor's parcels listed below are subject to the annual assessment: AP.N. ASSESSMENT EBU AP.N. ASSESSMENT EBU $ $52.28 $ $52.28 $ $52.28 $ $52.28 $ $52.28 $ $52.28 $ $52.28 $ $52.28 $ $52.28 $ $52.28 $ $ $52.28 $ $52.28 $ $52.28 $ $52.28 $ $52.28 $ $52.28 $ $52.28 $ $52.28 $ $52.28 $ $52.28 $ $52.28 $ $52.28 $ $52.28 $ $ $52.28 $ $52.28 $ $52.28 TOTAL $3, $ $ $ $ $ $52.28 $ $52.28 $ $52.28 $ $52.28 $ $52.28 $ $ f8

164 EXHIBIT "S" PARCEL COUNT FOR SHACKELFORD LANDSCAPE AND LIGHTING DISTRICT FISCAL YEAR The Assessor's parcels listed below are subject to the annual assessment: A.P.N. ASSESSMENT EBU A.P.N. ASSESSMENT EBU $ $ $ $ $ $ $ $ TOTAL $2, $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ f8

165 EXHIBIT "B" PARCEL COUNT FOR SHACKELFORD LANDSCAPE AND LIGHTING DISTRICT FISCAL YEAR The Assessor's parcels listed below are subject to the annual assessment: A.P.N. ASSESSMENT EBU A.P.N. ASSESSMENT EBU $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $52.28 TOTAL $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ TOTAL $2, $ $ $ $ $ $ $ $ of 8

166 EXHIBIT "S" PARCEL COUNT FOR SHACKELFORD LANDSCAPE AND LIGHTING DISTRICT FISCAL YEAR The Assessor's parcels listed below are subject to the annual assessment: A.PN ASSESSMENT EBU A.P.N. ASSESSMENT $52.28 $52.28 $ $ $ $ $ $ $ $52.28 $ LLD Total 496 $ 24, EBU 8of8

167 MODESTO CITY COUNCIL RESOLUTION NO A RESOLUTION DIRECTING STAFF TO NEGOTIATE AN AGREEMENT WITH STANISLAUS COUNTY AND GOODWIN CONSULTING GROUP, INC. FOR PREPARATION OF A SALIDA ANNEXATION FISCAL IMPACT ANALYSIS WHEREAS, Salida is an unincorporated area within Stanislaus County, and WHEREAS, there has been considerable discussion of the Salida area incorporating; however, current economic conditions have made incorporation less viable, and WHEREAS, discussions have turned to the possibility of annexation, and WHEREAS, the County of Stanislaus and the City of Modesto have agreed to jointly fund an in-depth, financial analysis by an independent consulting firm that will be objective and impartial, and WHEREAS, both the County of Stanislaus and the City of Modesto have past history and experience with Goodwin Consulting Group, Inc., and WHEREAS, Goodwin Consulting Group, Inc. was asked to submit a scope and budget for a Salida Annexation Fiscal Impact Analysis, and WHEREAS, the proposed scope and budget will be the basis of the joint agreement between the City, the County and Goodwin Consulting Group, Inc., and WHERAS, the City's share of the Salida Annexation Fiscal Impact Analysis will not exceed $33,000, and WHEREAS, the Salida Annexation Fiscal Impact Analysis is intended to review and discuss the impact of annexation so that both policy makers and the impacted communities can make informed decisions about a possible annexation, 08108/2012lC&EDlTRochalltem

168 NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby directs staff to negotiate an agreement with Stanislaus County and Goodwin Consulting Group, Inc. for preparation of a SaIida Annexation Fiscal Impact Analysis. The foregoing resolution was introduced at a regular meeting of the City Council of the City of Modesto held on the 8 th day of August, 2012 by Councilmember Cogdill, who moved its adoption, which motion being duly seconded by Councilmember Gunderson, was upon roll cail carried and the resolution adopted by the following votes: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) APPROVED AS TO FORM: By: -----;r:w~'i-'-'+-----,-:----- SUSA WOOD, City Attorney 08/ C&EDrrRochaiItem

169 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION AMENDING THE FISCAL YEAR OPERATING BUDGET TO APPROPRIATE $33,000 IN GENERAL FUND RESERVES TO FUND A SALIDA ANNEXATION FISCAL IMPACT ANALYSIS WHEREAS, Salida is an unincorporated area within Stanislaus County, and WHEREAS, there has been considerable discussion of the Salida area incorporating; however, current economic conditions have made incorporation less viable, and WHEREAS, discussions have turned to the possibility of annexation, and WHEREAS, the County of Stanislaus and the City of Modesto have agreed to jointly fund an in-depth, financial analysis by an independent consulting firm that will be objective and impartial, and WHEREAS, both the County of Stanislaus and the City of Modesto have past history and experience with Goodwin Consulting Group, Inc., and WHEREAS, Goodwin Consulting Group, Inc. was asked to submit a scope and budget for a Salida Annexation Fiscal Impact Analysis, and WHEREAS, the proposed scope and budget will be the basis of the joint agreement between the City, the County and Goodwin Consulting Group, Inc., and WHEREAS, the City's share of the Salida Annexation Fiscal Impact Analysis will not exceed $33,000, NOW, THEREFORE BE IT RESOLVED by the Council of the City of Modesto that it hereby authorizes amending the Fiscal Year Operating Budget as necessary and to appropriate the City's share of the Salida Annexation Fiscal Impact Analysis in an amount not to exceed $33, l08/20121C&EDlTRochalltem

170 BE IT FURTHER RESOLVED that the Finance Director, or her designee, is hereby authorized take the necessary steps to implement the provisions of this resolution. The foregoing resolution was introduced at a regular meeting of the City Council of the City of Modesto held on the 8 th day of August, 2012, by Councilmember Cogdill, who moved its adoption, which motion being duly seconded by Councilmember Gunderson, was upon roll call carried and the resolution adopted by the following votes: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) APPROVED AS TO FORM: 08l08/2012/C&EDrfRochaJItem

171 MODESTO CITY COUNCIL RESOLUTION NO CONSIDER AUTHORIZING THE AWARD OF PROPOSAL AND CONTRACT FOR THE FURNISHING OF UNIFORM AND LAUNDRY SERVICES FOR CITYWIDE USE TO ARAMARK UNIFORM SERVICES, MODESTO, CA, FOR A TWO (2) YEAR AGREEMENT WITH THREE (3) ONE-YEAR EXTENSION OPTIONS AT THE SOLE DISCRETION OF THE CITY, FOR AN ESTIMATED ANNUAL COST OF $100,000 WHEREAS, the City Manager authorized the Purehasing Manager to issue fonnal Request for Proposals (RFP) for the furnishing of unifonn and laundry services, and WHEREAS, the Purchasing Division issued RFP No Unifonn and Laundry Services to six (6) prospective proposers, two (2) of which were local vendors, posted the RFP on the City's website and fonnally advertised as required by law, and WHEREAS, proposals were fonnally opened in the City Clerk's Office. Two (2) companies choose to respond, both of which were local vendors. Both companies provided responsive and responsible proposals, and WHEREAS, an evaluation committee comprised off our (4) City staff members evaluated and graded the proposals, and WHEREAS, based on being ranked highest in total evaluation criteria the evaluation committee recommends the award of proposal and contract for the furnishing ofunifonn and laundry services for Citywide use to Aramark Unifonn Services, Modesto, CA, and WHEREAS, Modesto Municipal Code Section generally requires all purchases, which meet or exceed $50,000 for material, equipment or contractual services to be fonnally bid. The award of proposal for the furnishing of unifonn and laundry 08l14/2012iFinance/KMasassoiItem

172 services to Aramark Uniform Services, Modesto, CA, conforms to the Modesto Municipal Code, and WHEREAS, funds shall be budgeted for the furnishing of uniform and laundry services in Appropriation Units: , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby authorizes the award of proposal for the furnishing of uniform and laundry services for Citywide use to Aramark Uniform Services, Modesto, CA. BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to issue an agreement for an estimated annual cost of $100, /14/20 12/FinanceiK..\..1asasso/Item

173 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 14th day of August, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Gunderson, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None ATTEST: (SEAL) APPROVED AS TO FORM: By: ~ sus#a:i:c A WOOD, City Attorney 08/ JFinancelKMasasso/Item

174 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION AUTHORIZING THE AWARD OF BID FOR THE FURNISHING OF SODIUM HYPOCHLORITE FOR THE PUBLIC WORKS DEPARTMENT, WATER DIVISION, TO OLIN CHLOR ALKALI PRODUCTS, TRACY, CA, FOR A TWO (2) YEAR AGREEMENT WITH THREE (3) ONE-YEAR EXTENSION OPTIONS AT THE SOLE DISCRETION OF THE CITY, AND AUTHORIZING THE PURCHASING MANAGER, OR HIS DESIGNEE, TO ISSUE A PURCHASE AGREEMENT FOR AN ESTIMATED ANNUAL COST OF $75,000 WHEREAS, the City Manager authorized the Purchasing Manager to issue formal Request for Bids (RFB) for the furnishing of Sodium Hypochlorite, and WHEREAS, the City of Modesto operates and maintains one-hundred and fourteen (114) wells and nine (9) tanks. State regulations require the Water Division to disinfect the water to kill or inactivate most microorganisms. Sodium Hypochlorite is used to disinfect the wells throughout the City's water system, and WHEREAS, the Purchasing Division issued RFB No Sodium Hypochlorite, to fifteen (15) prospective bidders, posted the bid on the City's website and formally advertised as required by law. There is no local vendor that can provide this type of chemical, and WHEREAS, bids were formally opened in the City Clerks office. Three (3) companies chose to respond. All three (3) companies provided responsive and responsible bids, and WHEREAS, based on providing the lowest responsive and responsible bid, City staff recommends the award of bid for the furnishing of Sodium Hypochlorite to Olin Chlor Alkali Products, Tracy, CA. for an estimated annual cost of$75,000 and over five (5) years of$375,000, and 08/14J2012IFinance1PW IMT orreslitem

175 WHEREAS, Modesto Municipal Code Section generally requires all purchases, which meet or exceed $50,000 for material, equipment or contractual services to be formally bid. The award of bid for the furnishing of Sodium Hypochlorite for the Public Works Department, Water Division, to Olin Chlor Alkali Products, Tracy, CA, conforms to the Modesto Municipal Code, and WHEREAS, sufficient funds are budgeted in Fiscal Year in the following appropriation unit, NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby authorizes the award of bid for the furnishing of Sodium Hypochlorite for the Public Works Department, Water Division, to Olin Chlof Alkali Products, Tracy, CA BE IT FURTHER RESOLVED that the Purchasing Manager or his designee to issue a purchase agreement for an estimated annual cost of $75,000. The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 14th day of August, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Gunderson, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None ABSENT: (SEAL) APPROVED AS TO FORM: None ATTEST: '!1iJiAt;h ~ IE LOPEZ, City C rk 0 By: -:::SU=SA-:-N::-:-:--f-:iL"-C~A""L"'A+WC:-O=-O=-D=-, C=-ic-ty-AC-tt-o-rn-e-y 08/14/20 121F inance/pw IMT orres/ltem 6 2

176 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION AUTHORIZING THE AWARD OF BID FOR THE PURCHASE OF THREE (3) FRONT LOADERS FOR THE PARKS, RECREATION AND NEIGHBORHOODS DEPARTMENT, SOLID WASTE PRUNED REFUSE COLLECTION DIVISION, THROUGH THE PUBLIC WORKS DEPARTMENT, FLEET SERVICES DIVISION, TO PAPE MACHINERY, FRENCH CAMP, CA, AND AUTHORIZING THE PURCHASING MANAGER TO ISSUE A PURCHASE ORDER FOR A TOTAL ESTIMATED COST OF $281,048 WHEREAS, the City Manager authorized the Purchasing Manager to issue formal Request for Bids (RFB) for new vehicles and heavy equipment, throughout FY through various competitive processes, with the Purchasing Division coming back to Council for award authorization. The three (3) front loaders were included in the FY new vehicles and heavy equipment list authorized by the City Manager, and WHEREAS, front loaders are used by the Parks, Recreation and Neighborhoods Department, Solid Waste Pruned Refuse Collection Division. The front loaders have been subjected to a thorough evaluation and have met or exceeded the replacement criteria before being placed on the replacement list. The front loaders fall under the City's compliance program, approved by the California Air Resources Board, requiring a progressive program to remove older diesel equipment from service, and WHEREAS, the Purchasing Division issued RFB No for the purchase of three (3) front loaders to nine (9) prospective bidders, posted the bid on the City's website and formally advertised as was required by law. There is no local vendor for this type of equipment, and WHEREAS, RFB's were formally opened in the City Clerk's office. Of the nine (9) prospective bidders, three (3) companies chose to respond.. All three (3) companies provided responsive and responsible bids, and 08f14/2012IFinanceIPWIMTorreslItem

177 WHEREAS, based on providing the lowest responsive and responsible bid, City staff recommends the award of bid for the purchase of three (3) front loaders to Pape Machinery, French Camp, CA, for an estimated cost of $281,048, and WHEREAS, sufficient funds are budgeted in Fiscal Year in the following appropriation unit , and WHEREAS, Modesto Municipal Code Section generally requires all purchases, which meet or exceed $50,000 for material, equipment or contractual services to be formally bid. The award of bid for the purchase of three (3) front loaders to Pape Machinery, French Camp, CA for the Parks, Recreation and Neighborhoods Department, Solid Waste Pruned Refuse Collection Division, through the Public Works Department, Fleet Services Division, conforms to the Modesto Municipal Code. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby authorizes the award of bid for the purchase of three (3) front loaders for the Parks, Recreation and Neighborhoods Department, Solid Waste Pruned Refuse Collection Division, through the Public Works Department, Fleet Services Division to Pape Machinery, French Camp, CA. BE IT FURTHER RESOLVED that the Purchasing Manager or his designee to issue a purchase order for a total estimated cost of $281, /14l2012IFinanceIPWlMTorres/Item

178 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 14th day of August, 2012, by Councilmember Lopez, who moved its adoption, which motion being du1y seconded by Councilmember Gunderson, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) ATTEST: APPROVED AS TO FORM: By: -,-----,----:":M/:tz"~--:----:----- SUS ALCA A WOOD, City Attorney OS/ tFinance!PWIMTorreslItem

179 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION AMENDING THE POSITION CLASSIFICATION PLAN FOR THE CITY OF MODESTO TO AMEND THE CLASSIFICATION OF CHIEF OF POLICE WHEREAS, a Position Classification Plan for the City of Modesto was adopted by Modesto City Council Resolution No pursuant to Rule 2.2 of the Personnel Rules and Regulations ofthe City of Modesto, and WHEREAS, the City Manager has recommended to the Council amendments to the Position Classification Plan, and WHEREAS, Rule 2.2 of the City of Modesto Personnel Rules provides that revisions to the Classification Plan shall be effective upon adoption of resolution of the City Council, as follows: NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto SECTION L CLASSIFICATION AMENDED. The Position Classification Plan of the City of Modesto is hereby amended to revise the Chief of Police classification. The Chief of Police job specification is being revised to expand consideration to potential candidates with broad and extensive supervisory experience which does not include experience as a Captain. The revised Chief of Police class specification, as shown in attached Exhibit "A," which is made a part of this resolution by reference, is hereby approved and made part of the Position Classification Plan of the City of Modesto. SECTION 2. EFFECTIVE DATE. This resolution shall become effective on and after August 14, IHRlKMurdaughlItem

180 The foregoing resolution was introduced in a regular meeting of the Council of the City of Modesto held on the 14th day of August, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Gunderson, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) 08114/2012IHR!KMurdaughfItem

181 CITY OF MODESTO NO CHIEF OF POLICE Class specifications are intended to present a descriptive list of the range of duties performed by employees in the class. Specifications are not intended to reflect all duties performed within the job. DEFINITION To plan, organize, direct and review the activities and operations of the Police Department including patrol, traffic enforcement, investigation, animal control and administrative support services; to provide leadership to the department and the City organization; to coordinate assigned activities with other City departments and outside agencies; and to provide highly responsible and complex administrative support to the City Manager. SUPERVISION RECEIVED AND EXERCISED Receives policy direction from the City Manager and/or Deputy City Manager. Exercises direct supervision over management, supervisory, swom, technical and administrative support personnel. ESSENTIAL AND MARGINAL FUNCTION STATEMENTS - Essential and other important responsibilities and duties may include, but are not limited to, the following: Essential Functions: Develop, plan, and implement Department goals and objectives; recommend and administer policies and procedures. Coordinate Department activities with those of other departments and outside agencies and organizations; provide staff assistance to the City Manager and City Council; prepare and present staff reports and other necessary correspondence. Direct, oversee and participate in the development of the Department's work plan; assign work activities, projects and programs; monitor work flow; review and evaluate work products, methods and procedures. Supervise and participate in the development and administration of the Police Department budget; direct the forecast of additional funds needed for staffing, equipment, materials, and supplies; monitor and approve expenditures; implement mid-year adjustments. Select, train, motivate and evaluate personnel; provide or coordinate staff training; conduct performance evaluations; implement discipline procedures; maintain discipline and high standards necessary for the efficient and professional operation of the Department. EXHIBIT A

182 CITY OF MODESTO Chief of Police Page 2 Essential Functions: (Continued) Develop and implement long and short-term strategic plans in support of department and City-wide goals and objectives. Confer with citizens and City officials on law enforcement problems and assist in the development of innovative municipal law enforcement policies. Ensure responsive, appropriate service delivery by conferring with CIVIC, professional, service, fraternal and other community groups. Coordinate law enforcement activities with the activities of other City departments and other law enforcement agencies. Initiate internal investigations when appropriate and provide corrective action as needed. Represent the Department to outside groups and organizations; participate in outside community and professional groups and committees; provide technical assistance as necessary. Research, prepare and present technical and administrative reports and studies to Council, commissions and a variety of committees; prepare written correspondence. Build and maintain positive working relationships with Senior Executive Team, Mayor, City Council, co-workers, other City employees and the public using principles of good customer service. Marginal Functions Perform related duties as assigned. MINIMUM QUALIFICATIONS Knowledge of: Principles, practices and techniques of police administration, organization and operation. Principles and practices of leadership, motivation, team building and conflict resolution. Use of firearms and other modern police equipment. EXHIBIT A

183 CITY OF MODESTO Chief of Police Page 3 Knowledge of: (Continued) Technical and administrative phases of crime prevention and law enforcement, including investigation and identification, patrol, traffic control, animal control, records management, care and custody of persons and property and environmental protection. Pertinent local, State and Federal laws, rules and regulations. Organizational and management practices as applied to the analysis and evaluation of programs. Principles and practices of organization, administration and personnel management. Principles and practices of budget preparation and administration. Ability to: Plan, direct and control the administration and operations of the Police Department. Prepare and administer department budgets. Develop and implement department policies and procedures. Supervise, train and evaluate assigned personnel. Gain cooperation through discussion and persuasion. Analyze problems, identify altemative solutions, project consequences of proposed actions and implement recommendations in support of goals. Interpret and apply Federal, State, local and department policies, procedures, laws and regulations. Meet the physical requirements necessary to safely and effectively perform the assigned duties. Act quickly and calmly in emergencies. Identify and respond to public and City Council issues and concerns. EXHIBIT A

184 CITY OF MODESTO Chief of Police Page 4 Ability to: (Continued) Communicate clearly and concisely, both orally and in writing. Establish and maintain cooperative working relationships with those contacted in the course of work. Experience and Training Guidelines Any combination of experience and training that would likely provide the required knowledge and abilities is qualifying. A typical way to obtain the knowledge and abilities would be: Experience: Seven years of broad and extensive supervisory experience in municipal police work, inoluding three years as a Captain. Training: Equivalent to a Bachelor's degree from an accredited college or university with major course work in police science, public or business administration or a related field. License or Certificate: Possession of, or ability to obtain, an appropriate, valid California driver's license. Possession of a P.O.S.T. appointment. Basic Certification within two years of PHYSICAL AND MENTAL REQUIREMENTS Mobility: frequent use of keyboard; frequent sitting for long periods of time; occasional bending or squatting. Lifting: frequently up to 10 pounds; occasionally up to 25 pounds. Vision: constant use of overall vision; frequent reading and close-up work; occasional color and depth vision. Dexterity: frequent repetitive motion; frequent writing; frequent grasping, holding, and reaching. Hearing/Talking: frequent hearing and talking, in person and on the phone. Emotional/Psychological: frequent decision-making and concentration; frequent public and/or coworker contact; occasional working alone. Environmental: frequent exposure to noise. EXHIBIT A

185 CITY OF MODESTO Chief of Police Page 5 WORKING CONDITIONS Work is performed in a typical temperature controlled office environment subject to typical office noise and environment. Positions require regular overtime or weekend work and the ability to travel. Individuals appointed into positions in this classification after February 5, 2008 are in the Unclassified Service and serve at the will of the City Manager. Class Spec History Adopted 4/88 Revised 12/08 BU Exec Mgt EXHIBIT A

186 MODESTO CITY COUNCIL RESOLUTION NO A RESOLUTION APPROVING THE PLANS AND SPECIFICATIONS FOR THE "EMPIRE AVENUE STREET IMPROVEMENTS FROM HILLSIDE DRIVE TO MONTEREY AVENUE" PROJECT, ACCEPTING THE BID, AND APPROVING A CONTRACT WITH KNIFE RIVER CONSTRUCTION OF STOCKTON, CA, IN THE AMOUNT OF $395,783.30; AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE THE CONTRACT WHEREAS, the "Empire Avenue Street Improvements from Hillside Drive to Monterey Avenue" Project is located within the Airport Neighborhood which is designated as a Neighborhood Revitalization Strategy area, and WHEREAS, plans and specifications have been prepared for the Project, and WHEREAS, the bids received for the project were opened on July 10, 2012, and later tabulated by the Director of the Parks, Recreation & Neighborhoods Department for Council consideration, and WHEREAS, staff recommends the bid of$395, received from Knife River Construction be accepted as the lowest responsible bid and the contract be awarded to Knife River Construction, NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the plans and specifications for the "Empire A venue Street Improvements from Hillside Drive to Monterey Avenue" Project, accepts the bid of Knife River Construction in the amount of$395,783.30, and awards Knife River Construction the contract. BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to execute the contract. 08l08f2012JPRNlKHorrillo/ltem

187 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 14th day of August, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Burnside, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None Cogdill ATTEST: LOPEZ, City Clerk (SEAL) APPROVED AS TO FORM: By: SUSA 08/08/2012IPRNIKHorriUo/Item

188 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION REJECTING ALL BIDS FOR THE AIRPORT NEIGHBORHOOD COMMUNITY CENTER PROJECT, AND AUTHORIZING STAFF TO RE-ADVERTISE THE PROJECT WHEREAS, the bids received for project Airport Neighborhood Community Center were opened at 11 :00 a.m. on July 26,2012, and later tabulated by the Director of Parks Recreation & Neighborhoods Department for the consideration of the Council, and WHEREAS, City staffhave reviewed all information and has determined it is in the best interest of the City to recommend that all bids be rejected, and WHEREAS, City staff will discuss with the Consultant potential revisions in the project scope for the Airport Neighborhood Community Center Project that may result in lower bids, and WHEREAS, City staff recommends re-advertising the project for the Airport Neighborhood Community Center with revisions to the project scope, NOW, THEREFORE, BE IT RESOLVED by the Council ofthe City of Modesto that it hereby rejects all bids received for Project the Airport Neighborhood Community Center. BE IT FURTHER RESOLVED that staff is hereby authorized to re-advertise the project for the Airport Neighborhood Community Center with revisions to the project scope. OS/14/2012fPR&NlKHorrillofltem

189 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 14th day of August, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Geer, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None Cogdill (SEAL) APPROVED AS TO FORM: By: 081l PR&NlKHorrillolItem

190 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION APPROVING AN AGREEMENT WITH RECLAMATION DISTRICT 2091 FOR THE ANNUAL MAINTENANCE OF THE DISTRICT'S LEVEE SYSTEM LOCA TED AT THE JENNINGS WASTEWATER TREATMENT PLANT, AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE THE AGREEMENT WHEREAS, the Reclamation District 2091 (District) was established on January 12, 1959, for the purpose of maintaining 7.59 miles oflevee on the San Joaquin River, and WHEREAS, the District is made up of26 landowners who represent approximately 7,015 acres located at and near the Jennings Wastewater Treatment Plant (Jennings), and the levee, and WHEREAS, the City owns approximately 4,500 acres of the 7,015 acres along WHEREAS, the Wastewater maintenance section at Jcnnings has maintained the levee on this property at no charge to District, and WHEREAS, on August 10, 20 I 0, the City sent a letter to the District notifying them that a levee maintenance agreement must be established to relieve the City of any liability, and to equitably distribute the cost of levee maintenance amongst the landowners, and WHEREAS, the cost to maintain the levee is $38,771 per year, and WHEREAS, this agreement will allow the City to continue to maintain the levee for the District, as well as authorize the City to do any emergency maintenance, repairs, and/or projects, and to also apply for any grants and reimbursements available to fund levee work, 08114!2012IPW/GDeJeslls/Item

191 NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves an agreement with Reclamation District 2091 for the annual mruntenance of the District's levee system located at the Jennings Wastewater Treatment Plant. BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to execute the Agreement. The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 14th day of August, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Gunderson, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) APPROVED AS TO FORM: By: SUS 081l412012IPW/GDeJesus/Item

192 MODESTO CITY COUNCIL RESOLUTION NO A RESOLUTION APPROVING A ONE-TIME, NON-PRECEDENT SETTING WAIVER OF WASTEWATER CAPACITY CHARGES TO SQUAB PRODUCERS IN THE AMOUNT OF $198,753 WHEREAS, Infrastructure for wastewater capacity is funded by growth or new development, and WHEREAS, on May 8, 2007, City Council, by Resolution , established wastewater capacity charges, and WHEREAS, on July 10, 2007, City Council, by Resolution , implemented the principles regarding capacity charges to industrial users, including when a user is required to purchase additional wastewater capacity, and WHEREAS, between 2008 and 2011 Squab Producers (Squab) exceeded its allocated discharge capacity granted in 2007, and WHEREAS, this triggered the need to purchase additional wastewater capacity in the amount of$198,753, and WHEREAS, in 2011, Squab lost significant business due to the economic downturn and no longer needs the additional capacity, and WHEREAS, Resolution No has no provisions for waiving capacity charges when capacity is no longer required, and WHEREAS, Resolution No requires the City to charge a capacity charge if the allocated capacity is exceeded by more then 10 percent for two consecutive years or three years in a five-year period, and 08/14/2012IPW /GDeJesuslItem

193 WHEREAS, while Squab's wastewater needs triggered this requirement, its current needs are well below the threshold and there is no expectation that they will need additional capacity in the near future, and WHEREAS, Squab will be subject to all the terms in Resolution No should it need additional capacity at some point in the future, NOW, THEREFORE, BE IT RESOLVED by the Conncil of the City of Modesto that it hereby approves a one-time, non-precedent setting waiver of wastewater capacity charges to Squab Producers in the amonnt of$198,753. The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 14th day of August, 2012, by Conncilmember Lopez, who moved its adoption, which motion being duly seconded by Conncilmember Gunderson, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Conncilmembers: Conncilmembers: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) APPROVED AS TO FORM: By: ---.;?fj'jt::m' SUS ALCALA WOOD, City Attorney 08/14!2012/PW/GDeJesus!Item

194 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION ACCEPTING A FEDERAL AIRPORT IMPROVEMENT PROGRAM GRANT OFFER FROM THE FEDERAL AVIATION ADMINISTRATION (FAA) FOR UP TO $183,250.80, AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO ACCEPT THE GRANT OFFER WHEREAS, Modesto City-County Airport is a commercial service airport that is a part of the federal airport system and is eligible for federal funding, and WHEREAS, as airport sponsor, the City is eligible each year for entitlement and discretionary funds from the Airport Improvement Program (AlP) in order to execute FAA- approved airport projects or improvements, and WHEREAS, the Federal Aviation Administration (FAA) requests that the City submit a new funding application annually for Modesto City-County Airport capital expense funding, and WHEREAS, the City submitted a Grant Application to the FAA on July 23,2012, requesting funding for CEQAJNEPA Environmental Studies totaling $203,612, and WHEREAS, these studies are in support off AA mandated tree trimming and removal adjacent to the Airport, and WHEREAS, the local 10% match ($20,361.20) required for this grant offer will be paid from future Passenger Facility Charges (PFCs) collected by the airlines from enplaning passengers, NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the acceptance of a Federal Airport Improvement Program (AlP) Grant Offer for up to $183, from the Federal Aviation Administration. 08/14/20 12/PW jlthielelitem

195 BE IT FURTHER RESOLVED, that the City Manager, or his designee, is hereby authorized to execute the Grant Offer. The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 14th day of August, 2012, by Councilmember Cogdill, who moved its adoption, which motion being duly seconded by Councilmember Geer, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None ABSENT: None (SEAL) APPROVED AS TO FORM: fPW JJThiele!ltem

196 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION ACCEPTING THE WORK BY VALLEY SLURRY SEAL FOR THE "ARRA of 2009 FUNDED CAPE AND SLURRY SEAL - VARIOUS STREETS" PROJECT AS COMPLETE, AUTHORIZING THE CITY CLERK TO FILE A NOTICE OF COMPLETION WITH THE STANISLAUS COUNTY RECORDER UPON RECEIPT OF APPROVED WARRANTY BOND, AND AUTHORIZING PAYMENT OF AMOUNTS TOTALING $2,181, WHEREAS, a report has been filed by the Acting Director of Utility Planning and Projects that the ARRA of 2009 Funded Cape and Slurry Seal- Various Streets project has been completed by Valley Slurry Seal, in accordance with the contract agreement dated April 13,2010, NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that the ARRA of2009 Funded Cape and Slurry Seal- Various Streets project is hereby accepted as complete from said contractor, Valley Slurry Seal, that the City Clerk is authorized to file a Notice of Completion with the Stanislaus County Recorder upon receipt of approved Warranty Bond, and that payment of amounts totaling $2,181, is authorized as provided in the contract. 08/14/2012/UP&P/KOhlsoniltem

197 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 14th day of August, 2012, by Councilmember Burnside, who moved its adoption, which motion being duly seconded by Councilmember Gunderson, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Gecr, Gunderson, Mayor Marsh None Cogdill, Lopez, Muratore (SEAL) APPROVED AS TO FORM: By: =~~~'l11=:::-;:-:---: - OOD, City Attorney 08/14/2012iUP&PIKOhlsonlltem

198 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION ACCEPTING THE WORK BY HANSEN ELECTRIC FOR THE "DALE ROAD CCTV AND CCTV SYSTEM UPGRADE" PROJECT AS COMPLETE, AUTHORIZING THE CITY CLERK TO FILE A NOTICE OF COMPLETION WITH THE STANISLAUS COUNTY RECORDER UPON RECEIPT OF APPROVED WARRANTY BOND, AND AUTHORIZING PAYMENT OF AMOUNTS TOTALING $260, WHEREAS, a report has been filed by the Director of Utility Planning and Projects that the Dale Road CCTV and CCTV System Upgrade project has been completed by Hansen Electric in accordance with the contract agreement dated August 3, 2011, NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that the Dale Road CCTV and CCTV System Upgrade project is hereby accepted as completc from said contractor Hansen Electric, that the City Clerk is authorized to file a Notice of Completion with the Stanislaus County Recorder upon receipt of approved Warranty Bond, and that payment of amounts totaling $260, is authorized as provided in the contract. OS/14i2012iUP&PIKOhlson/ltem l

199 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 14th day of August, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Gunderson, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None ABSENT: (SEAL) None ATTEST: IE LOPEZ, ~ APPROVED AS TO FORM: By: SUSAN OD, City Attorney UP&PIKOhlson/ltem

200 MODESTO CITY COUNCIL RESOLUTION NO A RESOLUTION AUTHORIZING CHANGE ORDERS FOR THE PROJECT TITLED, "DALE ROAD CCTV AND CCTV SYSTEM UPGRADE" IN THE AMOUNT OF $24, WHEREAS, on August 3, 2011, the City Council, by Resolution No , awarded a $214, contract to Hansen Electric to construct the Dale Road CCTV and CCTV System Upgrade project, and WHEREAS, additional work not included in the original bid needed to be added to the Project to allow for completion of the Project, and WHEREAS, the cost of the extra work has been estimated to be $24,446.00, an amount which exceeds the Director's authority for the Project as established by the "Change Order Approval Policy" approved by the City Council on July 19, 1994, by Resolution No , and WHEREAS, the Director of Utility Planning and Projects currently has authority to approve change orders up to a cumulative amount of $25,000, NOW, THEREFORE BE IT RESOLVED by the Council of the City of Modesto that it hereby authorizes change orders in the amount of $24, for the Dale Road CCTV and CCTV System Upgrade Project /2012fUP&PIKOhlson/Item

201 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 14th day of August, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Couneilmember Gunderson, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None ABSENT: None ATTEST: STEP'" ill LOPEZ, Ci,y~ (SEAL) By: =-::~~~1!1~-=-=--=:--:---- SUSAN OD, City Attorney 081l4/2012!UP&P/KOhlsoniltem

202 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION ACCEPTING THE WORK BY DANS WATER WELL & PUMP SERVICE, INC., FOR THE "HICK1\1AN TEST WELL" PROJECT AS COMPLETE, AUTHORIZING THE CITY CLERK TO FILE A NOTICE OF COMPLETION WITH THE STANISLAUS COUNTY RECORDER UPON RECEIPT OF APPROVED WARRANTY BOND, AND AUTHORIZING PAYMENT OF AMOUNTS TOTALING $146,366 WHEREAS, a report has been filed by the Director of Utility Planning and Projects that the Hickman Test Well project has been completed by Dan's Water Well & Pump Service, Inc., in accordance with the contract agreement dated January 24, 2012, NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that the Hickman Test Well project is hereby accepted as complete from said contractor Dan's Water Well & Pump Service, Inc., that the City Clerk is authorized to file a Notice of Completion with the Stanislaus County Recorder upon receipt of approved Warranty Bond, and that payment of amounts totaling $146,366 is authorized as provided in the contract. 081l412012!UP&PIKOhlsoniltem

203 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 14th day of August, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Geer, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None Cogdill (SEAL) APPROVED AS TO FORM: By: SUSAN OOD, City Attorney 08/14/20121UP&PIKOhisonlIlem

204 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION APPROVING AN AMENDMENT TO THE AGREEMENT WITH HARRIS & ASSOCIATES, INC. FOR CONSTRUCTION MANAGEMENT SERVICES FOR THE CARPENTER ROAD BRIDGE SEISMIC RETROFIT PROJECT AT NO ADDITIONAL COST TO THE ORIGINAL CONTRACT, AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE THE AMENDMENT TO AGREEMENT WHEREAS, the existing Carpenter Road Bridge was studied, under the direction of the State of Cali fomi a, Department of Transportation (Caltrans), through the Local Agency Seismic Retrofit Program, and WHEREAS, the study determined that the bridge structure was seismically deficient and needs retrofitting, and WHEREAS, due to the complexity of this project and amount of staff hours to support construction, a construction management firm is required for management and inspection of this project, and WHEREAS, on March 27,2012, by Resolution No , the City Council approved an agreement with Harris & Associates for construction management service for the Carpenter Road Bridge Seismic Retrofit project in the amount of $1,086,406, and WHEREAS, the agreement with Harris & Associates needs to be amended to provide additional construction management services for the completion of the project, and WHEREAS, this amendment is accomplished by using cost savings resulting in no change to the original contract cost, 08l UP&PIKOhlson/ltem

205 NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves an Amendment to the Agreement with Harris & Associates for construction management services for the Carpenter Road Bridge Seismic Retrofit project at no additional cost to the original agreement for the identified scope of services. BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to execute the Amendment to Agreement. The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 14th day of August, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Gunderson, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) APPROVED AS TO FORM: By: ~~~~~~~~~~~ SUSA LCALA WOOD, City Attorney 08/14/2012/UP&PIKOhlsoniltem

206 MODESTO CITY COUNCIL RESOLUTION NO. 20l2-335 A RESOLUTION APPROVING THE UPDATED COUNCIL DISTRICT MAP, INCLUDING THE SHACKELFORD AREA, AS RECOMMENDED BY THE CITIZENS' DISTRICTING COMMISSION WHEREAS, the Citizens' Districting Commission was appointed by the City Council on October 25, 2011, in response to the City's receipt of the 2010 Federal Decennial Information, and WHEREAS, the Commission held a series of public hearings and meetings throughout the City from October 27,2011 to January 5, 2012, and WHEREAS, the Commission gathered testimony from all interested citizens during its meetings, and WHEREAS, the Commission, at its meeting of January 5, 2012, by unanimous vote, approved selection of the Updated Council District Map, WHEREAS, the Commission also reeommended a second map including the Shackelford area, should that area be annexed into the City of Modesto, 1,2012. WHEREAS, the Shackelford area was annexed into the City of Modesto on June NOW, THEREFORE, BE IT RESOLVED by the Council ofthe City of Modesto that it hereby approves the Updated Council District Map, including the Shackelford area, as recommended by the Citizens' Districting Commission and attached to this Resolution as Exhibit "A". 08/14/20121CC/GMarshiltem

207 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 14th day of August, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Gunderson, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) APPROVED AS TO FORM: 08i14/2012/CC/GMarshntem

208 ~- f---::7""'"""'""""'+'--'---'"~;' ~.i.. c,' /' City of Modesto Council Districts District Council Member John Gunderson Da~d Geer Da\. Lopez Joseph Muratore Stephanie Burnside Oa\e Cogdill June 14, 1012 $ MOQESTQ C i'. L i f () k f,, A

209 MODESTO CITY COUNCIL RESOLUTION NO A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MODESTO, CALIFORNIA, AUTHORIZING A SHORT-TERM EXTENSION OF THE IRREVOCABLE DIRECT PAY LETTER OF CREDIT SUPPORTING THE GENERAL FUND'S LEASE REVENUE REFUNDING BONDS, SERIES 2008 WHEREAS, the City has issued General Fund Lease Revenue Refunding Bonds, Series 2008 (Bonds) with an outstanding amount of$62,130,000; and WHEREAS, the Bonds were issued to refund the Series 1998 and Series 2007 Lease Revenue Bonds (together the "Prior Bonds"); and WHEREAS, the Prior Bonds were issued in order to assist in the financing of certain public capital improvements in the City which consist of the following: (i) the Redevelopment Agency's parking garage, (ii) the City's one-half interest in the City- County IP A's administration building, (iii) the City's police headquarters building and police operations building, (iv) certain miscellaneous City properties and (v) the City's one-half undivided interest in the Communications Dispatch Center; and WHEREAS, the City has an irrevocable direct pay Letter of Credit (LOC) with Bank of America; and WHEREAS, the Bank of America LOC has an annual fee of 1.40%; and WHEREAS, the Bank of America LOC expires on September 30,2012; and WHEREAS, the Bonds require the City maintain this liquidity support; and WHEREAS, the City Manager must execute a short-term extension of its existing LOC prior to August 30, 2012 in order to allow enough time to execute documents associated with a replacement LOC. 08il lFinanceiELoethen/Item

210 NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby authorizes the City Manager, or his designee, to execute short-term extension of the irrevocable direct pay Letter of Credit supporting the Bonds. The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 14th day of August, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Burnside, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None ABSENT: None (SEAL) APPROVED AS TO FORM: By: 08/14/2012iFinance/ELoethen/ltem

211 MODESTO CITY COUNCIL RESOLUTION NO A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MODESTO, CALIFORNIA, RELATING TO MODESTO PUBLIC FINANCING AUTHORITY LEASE REVENUE REFUNDING BONDS SERIES 2008 APPROVING THE EXTENSION OF A CREDIT FACILITY AND APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN AMENDMENT TO THE AMENDED AND RESTATED REIMBURSEMENT AGREEMENT AND AN AMENDMENT TO THE FEE LETTER; AND AUTHORIZING CERTAIN OTHER RELATED ACTIONS WHEREAS, the City has issued General Fund Lease Revenue Refunding Bonds, Series 2008 (Bonds) with an outstanding amount of$62,130,000; and WHEREAS, the Bonds were issued to refund the Series 1998 and Series 2007 Lease Revenue Bonds (together the "Prior Bonds"); and WHEREAS, the Prior Bonds were issued in order to assist in the financing of certain public capital improvements in the City which consist of the following: (i) the Redevelopment Agency's parking garage, (ii) the City's one-half interest in the City- County JP A' s administration building, (iii) the City's police headquarters building and police operations building, (iv) certain miscellaneous City properties and (v) the City's one-half undivided interest in the Communications Dispatch Center; and WHEREAS, Bank of America, N.A., as Credit Facility Provider (the "Bank"), the City, and the Modesto Public Financing Authority (the "Authority") entered into a Reimbursement Agreement pursuant to which the Bank issued its irrevocable direct-pay Letter of Credit (the "Credit Facility") to provide credit support for the 2008 Bonds; WHEREAS, the Bank subsequently extended the Stated Expiration Date of the Credit Facility to September 30, 2012, and, in connection therewith, the City, the 08/ /FinancelELoethenlltem

212 Authority and the Bank entered into an Amended and Restated Reimbursement Agreement (the "Reimbursement Agreement") and related Fee Letter (the "Fee Letter); WHEREAS, the City has now determined that it is in its best interest to extend the Stated Expiration Date of the Credit Facility to November 30, 2013; WHEREAS, in connection with the extension of the Credit Facility's State Expiration Date, the Bank, the City and the Authority will enter in to an amendment to the Reimbursement Agreement (the "Reimbursement Agreement Amendment") and an amendment to the Fee Letter (the "Fee Letter Amendment"); and WHEREAS, all acts, conditions and things required by the laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of the transactions authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the Authority is now duly authorized and empowered, pursuant to each and every requirement oflaw, to consummate such transactions for the purpose, in the manner and upon the terms herein provided. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto as follows: Section L Findings. The Council of the City of Modesto hereby specifically finds and determines that the statements, [mdings and determinations set forth above and in the preambles of the documents approved herein are true and correct. Section 2. Approval of the Reimbursement Agreement Amendment and Fee Letter Amendment. The Reimbursement Agreement Amendment and Fee Letter 08/ /FinancefELoethenlItem

213 Amendment, proposed to be executed and entered into by and among the Authority, the City and the Bank, in the forms presented at this meeting and on file with the City Clerk, are hereby approved and the City Manager is hereby authorized to execute and deliver the Reimbursement Agreement Amendment and Fee Letter Amendment in substantially said forms, with such changes therein as such officer executing the Reimbursement Agreement Amendment and Fee Letter Amendment may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 3. Approval of the Extension of the Stated Expiration Date. The City Council hereby approves the extension of the Stated Expiration Date of the Credit Facility. Section 4. Attestations. The City Clerk is hereby authorized and directed to attest the signatures of each Authorized Officer in connection with the documents approved by this Resolution. Section 5. Other Actions. The City Manager is hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or desirable in order to consurumate the transactions authorized hereby and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, the Reimbursement Agreement Amendment and Fee Letter Amendment, and all such actions heretofore taken by such officers are hereby ratified, confirmed and approved. 081l412012!FinancelELoethenIJtem

214 passage. Section 6. Effective Date. This Resolution shall take effect immediately upon its The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 14th day of August, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Burnside, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None ABSENT: None ~fjj) ATTEST: STEP~iC~ (SEAL) APPROVED AS TO FORM: By: ~~~~~--~ SUSAN 08/ fFinance/ELoethenlItem

215 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION AUTHORIZING THE ISSUAc'lCE OF CHANGE ORDERS UP TO 25.7% ($101,415) OF THE ORIGINAL CONTRACT PRICE WITH HASKELL & HASKELL ENGINEERING & CONSTRUCTION SERVICES, INC. FOR THE MODESTO WEST BASIN IMPROVEMENTS PROJECT WHEREAS, the City Council, on March 6,2012, by Resolution No , awarded a $394, contract to Haskell & Haskell Engineering & Construction Services, Inc. to construct the Modesto West Basin Improvements project, and WHEREAS, additional costs not included in the original bid need to be added to the project to allow for termination ofthe project contract, and WHEREAS, the cost of the additional work, delay costs and lost profit is $101,415, an amount which exceeds the Director's authority for the project as established by the Council's Change Order Approval Policy adopted by Resolution No , on July 19, 1994, and WHEREAS, the Director of Utility Planning and Projects currently has authority to approve change orders up to a cumulative amount of$39,473, NOW, THEREFORE BE IT RESOLVED by the Council of the City of Modesto that it hereby authorizes the issuance of change orders up to 25.7% ($101,415) of the original contract price with Haskell & Haskell Engineering & Construction Services, Inc. for the Modesto West Basin Improvements project. BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to implement the provisions of this resolution /2012IUP&PIKOhlson/Item

216 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 14th day of August, 2012, by Councilmember Cogdill, who moved its adoption, which motion being duly seconded by Councilmember Gunderson, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None ATTEST: -+~~~ ~--~ (SEAL) APPROVED AS TO FORM: D, City Attorney 08/14/2012IUP&P/KOhlsoniltem

217 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION TERMINATING THE CURRENT CONSTRUCTION CONTRACT WITH HASKELL & HASKELL ENGINEERING & CONSTRUCTION SERVICES, INC. FOR THE MODESTO WEST BASIN IMPROVEMENTS PROJECT WHEREAS, due to certain unforeseen circumstances it is recommended to terminate the current contract with Haskell & Haskell Engineering & Construction Services, Inc. for the Modesto West Basin Improvements project, and WHEREAS, the contractor, Haskell & Haskell Engineering & Construction Services, Inc., has agreed to voluntarily terminate the contract in accordance with the terms of the contract, NOW, THEREFORE, BE ITRESOL VED by the Council of the City of Modesto that it hereby terminates the current contract with Haskell & Haskell Engineering & Construction Services, Inc. for the Modesto West Basin Improvements project. BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to implement the provisions of this resolution !UP&PIKOhlsoniJtem

218 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 14th day of August, 2012, by Councilmember Cogdill, who moved its adoption, which motion being duly seconded by Councilmember Gunderson, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None ATTEST: (SEAL) IUP&PIKOhlsoniltem

219 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION AMENDING THE FISCAL YEAR CAPITAL IMPROVEMENT PROGRAM BUDGET IN THE AMOUNT OF $173,678 TO BE TRANSFERRED INTO THE PROJECT FROM STORM DRAIN FUND RESERVES IN ORDER TO FUND CONSTRUCTION AND CONTINGENCY FOR THE MODESTO WEST BASIN IMPROVEMENTS PROJECT WHEREAS, certain budgetary transactions are necessary in the amount of $173,678, in order to fund construction and contingency for the Modesto West Basin Improvements project, and WHEREAS, the Fiscal Year Capital Improvement Program Budget must be amended as shown in Exhibit A, which is incorporated by reference herein, NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the amendment of the Fiscal Year Capital Improvement Program Budget as shown in Exhibit A. BE IT FURTHER RESOLVED that the Director of Finance, or her designee, is hereby authorized to implement the provisions of this resolution. 08J14/2012/UP&PfKOhlsonJItem

220 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 14th day of August, 2012, by Councilmember Cogdill, who moved its adoption, which motion being duly seconded by Councilmember Gunderson, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None ABSENT: None ATTEST {J~fJDh( STEPHAIELOPEiCity Cle4 U (SEAL) APPROVED AS TO FORM: 08/ IUP&PIKOhlsoniltem

221 Exhibit A Due to the incrcase of estimated construction and contingency costs for crp Account # "West Basin Erosion Control", the total project costs need to be increased by $173,678. This would be done by adjusting Construction by $72,263 and Contingency by $101,415. To fund the above account, funds will be transferred from Storm Drain Fund Reserves to Village One #2 CFD Fund, then reappropriate funds to CIP Account for the project. 08!14!2012IUP&PIKOhlsonlltem ]2-340

222 MODESTO CITY COUNCIL RESOLUTION NO A RESOLUTION APPROVING THE REAPPOINTMENT OF KAREN SWANSON TO THE DISABLED ACCESS APPEALS BOARD WHEREAS, Section 1102 ofthe Charter of the City of Modesto authorizes the City Council to appoint members to various Boards and Commissions, and WHEREAS, the City Council approved, by Resolution Number , the appointment of Karen Swanson to the Disabled Access Appeals Board for the term ending January 1,2012, and WHEREAS, Karen Swanson has expressed interest in continuing to serve as a member of the Disabled Access Appeals Board, as follows: NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto SECTION 1: Karen Swanson is hereby reappointed to the Disabled Access Appeals Board with a term expiration of January 1, 2016, SECTION 2: The City Clerk is hereby directed to transmit a copy of this resolution to the appointed member of the Disabled Access Appeals Board, and the Secretary thereof. 09/04/2012/C&EDfWCrewlItem

223 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 4th day of September, 2012, by Councilmember Lopez, who moved its adoption, which motion bcing duly seconded by Councilmember Muratore, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None ATTEST: (SEAL) APPROVED AS TO FORM: By: ~ SUSA AL AL WOOD, City Attorney IC&EDIWCrew/ltem

224 MODESTO CITY COUNCIL RESOLUTION NO A RESOLUTION APPROVING THE REAPPOINTMENT OF EVAN YOSHINO TO THE DISABLED ACCESS APPEALS BOARD WHEREAS, Section 1102 of the Charter of the City of Modesto authorizes the City Council to appoint members to various Boards and Commissions, and WHEREAS, the City Council approved, by Resolution Number , the appointment of Evan Yoshino to the Disabled Access Appeals Board for the term ending January 1,2012, and WHEREAS, Evan Yoshino has expressed interest in continuing to serve as a member of the Disabled Access Appeals Board, as follows: NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto SECTION 1: Evan Yoshino is hereby reappointed to the Disabled Access Appeals Board with a term expiration of January 1,2016, SECTION 2: The City Clerk is hereby directed to transmit a copy of this resolution to the appointed member ofthe Disabled Access Appeals Board, and the Secretary thereof. 09/04/2012/C&EDIWCrew/ltem

225 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 4th day of September, 2012, by Councilmember Lopez, who moved its adoption, which motion being duiy seconded by Councilmember Muratore, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) APPROVED AS TO FORM: By: ~~~~4-~~~~----- SUS A ALCALA WOOD, City Attorney 09/ /C&EDfWCrewl!tem

226 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION APPROVING A WATER WILL SERVE LETTER FOR THE PROPERTY LOCATED AT 7414 RIVER NINE DRIVE, MODESTO (APN: ), FOR A DOMESTIC WATER CONNECTION TO THE CITY OF MODESTO'S EXISTING WATER SYSTEM; AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO SIGN THE WATER WILL SERVE LETTER WHEREAS, on May 22,2012, the City Council, by Resolution No , approved amending City Council Policy 5.002, and WHEREAS, Policy requires that the City Manager, upon the recommendation of the Director responsible for utility system planning, request City Council approval for all extensions of water and sewer services into unincorporated areas, and WHEREAS, the property located at 7414 River Nine Drive is currently not connected to the City water system for domestic use, and WHEREAS, the property is located outside the Modesto City limits, and outside the City's Sphere of Influence, and WHEREAS, the property is inside, continuous to, or near the former service area of the Del Este Water Company, and WHEREAS, City staffhas completed an analysis and determined that it is reasonable for the City of Modesto to extend water fire service to this property, and WHEREAS, it has been determined that sufficient water pressure and flow is available for fire usage by the proposed property, and WHEREAS, the proposed property meets all of the Stanislaus Consolidated Fire District's Fire Code requirements, and 09/Q4/20121C&EDIBSandhuJItem

227 WHEREAS, the water connection fees will be paid and associated permits will be obtained prior to beginning any on site construction, NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves a Water Will Serve letter for a domestic water connection for the property located at 7414 River Nine Drive, Modesto (APN ). BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to sign the Water Will Serve letter. The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 4th day of September, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Gunderson, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) APPROVED AS TO FORM: By: SUSA 09/ C&EDIBSandhulltem

228 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION APPROVING AN OUTSIDE SERVICE AGREEMENT BETWEEN THE CITY OF MODESTO AND RA.JESH AND ANURADHA DUBEY FOR WATER SERVICE FOR THE PROPERTY LOCATED AT 7414 RIVER NINE DRIVE, MODESTO (APN: ); AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXCUTE THE AGREEMENT WHEREAS, the property located at 7414 River Nine Drive is not connected to City's water system, and WHEREAS, the property is located outside Modesto City limits, and outside the City's Sphere ofinfluence, and WHEREAS, the property is inside, continuous to, or near the former service area of the Del Este Water Company, and WHEREAS, City staff has completed an analysis and determined that it is reasonable for the City of Modesto to extend water service to this property, and WHEREAS, it has been detennined that a sufficient quantity of potable water is available for normal usage by the proposed property, and WHEREAS, the property meets all if the Stanislaus Consolidated Fire District's Fire Code requirements, and WHEREAS, the water connection fees will be paid and associated permits be obtained prior to beginning any on site construction, and WHEREAS, the property owner is required to entered into a standard outside service agreement for water with the City, 09/ C&ED/BSandhulltem

229 NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the Outside Service Agreement for a property located at 7414 River Nine Drive, Modesto (APN ). BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to execute the Agreement. The foregoing resolution were introduced at a regular meeting of the Council of the City of Modesto held on the 4th day of September, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Gunderson, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) APPROVED AS TO FORM: By: ~ SUS ~A WOOD, City Attorney 09/04/2012C&EDIBSandhuiltem

230 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION APPROVING A WATER WILL SERVE LETTER FOR THE PROPERTY LOCATED AT 7453 RIVER NINE DRIVE, MODESTO (APN: ) TO CONNECT TO THE CITY OF MODESTO'S EXISTING WATER SYSTEM; AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO SIGN THE WATER WILL SERVE LETTER WHEREAS, on May 22, 2012, the City Council, by Resolution No , amended Council Policy relating to water connection charges, and WHEREAS, it required that the City Manager, upon the recommendation of the Director responsible for utility system planning, to request City Council approval for all extensions of water and sewer services into unincorporated areas, and WHEREAS, the property located at 7453 Rive Nine Drive is not connected to City's water system, and WHEREAS, the property is located outside Modesto City limits, and outside the City's Sphere ofinfluence, and WHEREAS, the property is inside, contiguous to, or near the former service area of the Del Este Water Company, and WHEREAS, City staff has completed an analysis and determined that it is reasonable for the City of Modesto to extend water service to the property, and WHEREAS, it has been determined that a sufficient quantity of potable water is available for normal usage by the property, and WHEREAS, the property meets all if the Stanislaus Consolidated Fire District's Fire Code requirements, and WHEREAS, the water connection fees shall be paid and associated permits obtained prior to connecting to the City water system, 09/041201Z/C&EDIBSandhuiltem

231 NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the Water Will Serve letter for the property located at 7453 River Nine Drive, Modesto (APN ). BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to approve the Water Will Serve letter. The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 4th day of September, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Gunderson, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) APPROVED AS TO FORM: By:~~~~~~~~=-~ OD, City Attorney 09/ /C&EDIBSandhulItem

232 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION APPROVING AN OUTSIDE SERVICE AGREEMENT BETWEEN THE CITY OF MODESTO AND DON LEE AND MARGARET BARNETT LEE FOR WATER SERVICE FOR THE PROPERTY LOCATED AT 7453 RIVER NINE DRIVE, MODESTO (APN: ); AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE THE AGREEMENT WHEREAS, the property located at 7453 River Nine Drive is not connected to City's water system, and WHEREAS, the property is located outside Modesto City limits, and outside the City's Sphere of Influence, and WHEREAS, the property is inside, contiguous to, or near the former service area of the Del Este Water Company, and WHEREAS, City staff has completed an analysis and determined that it is reasonable for the City of Modesto to extend water service to the property, and WHEREAS, it has been determined that a sufficient quantity of potable water is available for normal usage by the property, and WHEREAS, the property meets all of the Stanislaus Consolidated Fire District's Fire Code requirements, and WHEREAS, the water connection fees shall be paid and associated permits obtained prior to beginning any on site construction, and WHEREAS, the property owner is required to enter into a standard outside service agreement for water service with the City, C&EDIBSandhulltern

233 NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves an Outside Service Agreement for the property located at 7453 River Nine Drive, Modesto (APN ). BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to execute the Agreement. The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 4th day of September, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Gunderson, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) APPROVED AS TO FORM: 09/04/2012/C&EDIBSandhulltem

234 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION APPROVING A WATER WILL SERVE LETTER FOR THE PROPERTY LOCATED AT 7410 RIVER NINE DRIVE, MODESTO (APN: ), TO CONNECT TO THE CITY OF MODESTO'S EXISTING WATER SYSTEM; AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO SIGN THE WATER WILL SERVE LETTER WHEREAS, on May 22, 2012, the City Council, by Resolution No , amended City Council Policy relating to water connection charges, and WHEREAS, it required tbat the City Manager, upon the recommendation of the Director responsible for utility system planning, to request City Council approval for all extensions of water and sewer services into unincorporated areas, and WHEREAS, the property located at 7410 River Nine Drive is not connected to the City's water system, and WHEREAS, the property is located outside Modesto City limits, and outside the City's Sphere ofinfluence, and WHEREAS, the property is inside, contiguous to, or near the former service area of the Del Este Water Company, and WHEREAS, City staff has completed an analysis and determined that it is reasonable for the City of Modesto to extend water service to the property, and WHEREAS, it has been determined that a sufficient quantity of potable water is available for normal usage by the property, and WHEREAS, the property meets all ifthe Stanislaus Consolidated Fire District's Fire Code requirements, and WHEREAS, the water connection fees shall be paid and associated permits obtained prior to connecting to the City water system, 09/04/20121C&EDIBSandhulltem

235 NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the Water Will Serve letter for a property located at 7410 River Nine Drive, Modesto (APN ). BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to sign the Water Will Serve letter. The foregoing resolution were introduced at a regular meeting of the Council of the City of Modesto held on the 4th day of September, 2012, by CounciImember Lopez, who moved its adoption, which motion being duly seconded by CounciImember Gunderson, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None ATTEST: lerk (SEAL) APPROVED AS TO FORM: By: ~~~~~ A WOOD, City Attorney IC&EDIBSandhulltem

236 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION APPROVING AN OUTSIDE SERVICE AGREEMENT BETWEEN THE CITY OF MODESTO AND MARK GOERING AND MARIE JEAN MACARUBBO-GOERING FOR WATER SERVICE FOR THE PROPERTY LOCATED AT 7410 RIVER NINE DRIVE, MODESTO (APN: ); AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE THE AGREEMENT WHEREAS, the property located at 7410 River Nine Drive is not connected to City's water system, and WHEREAS, the property is located outside Modesto City limits, and outside the City's Sphere ofinfluence, and WHEREAS, the property is inside, contiguous to, or near the former service area of the Del Este Water Company, and WHEREAS, City staff has completed an analysis and determined that it is reasonable for the City of Modesto to extend water service to the property, and WHEREAS, it has been determined that a sufficient quantity of potable water is available for normal usage by the property, and WHEREAS, the property meets all of the Stanislaus Consolidated Fire District's Fire Code requirements, and WHEREAS, the water connection fees shall be paid and associated permits obtained prior to beginning any on site construction, and WHEREAS, the property owner is required to enter into a standard outside service agreement for water with the City, 09/ /C&EDIBSandhulItem

237 NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves an Outside Service Agreement for water service for a property located at 7410 River Nine Drive, Modesto (APN ). BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to execute the Agreement. The foregoing resolution were introduced at a regular meeting of the Council of the City of Modesto held on the 4th day of September, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Gunderson, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Councihnembers: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) APPROVED AS TO FORM: 09i /C&EDIBSandhuJItem

238 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION AUTHORIZING THE AWARD OF PROPOSAL AND CONTRACT FOR THE FURNISHING OF AN EMPLOYEE GROUP INSURANCE PROGRAM FOR THE DEPARTMENT OF HUMAN RESOURCES TO GALLAGHER BENEFIT SERVICES, INC., FRESNO, CA, FOR A TWO (2) YEAR AGREEMENT WITH THREE (3) ONE-YEAR EXTENSION OPTIONS AT THE SOLE DISCRETION OF THE CITY, AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO ISSUE AN AGREEMENT FOR AN ESTIMATED ANNUAL COST OF $43,000 WHEREAS, the City Manager authorized the Purchasing Manager to issue formal Request for Proposals (RFP) for the furnishing an employee group insurance program, and WHEREAS, the Purchasing Division issued RFP No Employee Group Insurance Program to eight (8) prospective proposers, one of which was a local vendor, posted the RFP on the City's website and formally advertised as required by law, and WHEREAS, proposals were formally opened in the City Clerk's Office. Five (5) companies choose to respond, one of which was a local vendor. All five (5) companies provided responsive and responsible proposals, and WHEREAS, an evaluation committee comprised of three (3) City staff members and two (2) technical experts outside the City evaluated and graded the proposals, and WHEREAS, based on being ranked highest in total evaluation criteria, the evaluation committee recommends the award of proposal and contract for the furnishing of an employee group insurance program for the Department of Human Resources to Gallagher Benefits Services, Inc., Fresno, CA, and WHEREAS, Modesto Municipal Code Section generally requires all purchases, which meet or exceed $50,000 for material, equipment or contractual services 09/04/2012IFinanceJHR/KMasasso/Item

239 to be formally bid. The award of proposal for the furnishing of an employee group insurance program to Gallagher Benefits Services, Inc., Fresno, CA, conforms to the Modesto Municipal Code, and WHEREAS, funds shall be budgeted in Fiscal Year for the furnishing of an employee group insurance program in Appropriation Unit: NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby authorizes the award of proposal for the furnishing of an employee group insurance program for the Department of Human Resources to Gallagher Benefits Services, Inc., Fresno, CA. BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to issue an agreement for an estimated annual cost of$43,000. The foregoing resolution was introduced at a regular meeting ofthe Council of the City of Modesto held on the 4th day of September, 2012, by Councilmember Lopez, who moved its adoption, which motion being duiy seconded by Councilmember Gunderson, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) APPROVED AS TO FORM: 09/04/2012lFinancelHRlKMasassoJItem

240

241 NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto as follows: For Police Safety employees hired before September 11, 2012, the City of Modesto elects to pay seven and one half percent (7.5%) of the normal member contributions of nine percent (9%) as employer paid member contributions and report the same value to CalPERS as compensation earnable as additional compensation. For Police Safety employees hired on or after September 11,2012, the City of Modesto elects to pay zero percent (0%) of the normal member contributions of nine percent (9%). No payment shall be implemented pursuant to the provisions of Section (c) (4) of the California Government Code. This benefit shall apply to all employees represented by the Modesto Police Officers Association (MPOA) who are classified police safety members by PERS. BE IT FURTHER RESOLVED that this Resolution shall become effective on September 4,2012. BE IT FURTHER RESOLVED that effective September 4,2012 Resolution No is hereby rescinded. 09/04J2012/HR/RHar!esslitem

242 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 4th day of September, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Gunderson, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) APPROVED AS TO FORM: 09/04/2012IHRlRHarlessiltem II

243 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION AMENDING A LABOR POLICY FOR PAYING AND REPORTING THE VALUE OF EMPLOYER PAID MEMBER CONTRIBUTIONS TO THE CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM ON BEHALF OF EMPLOYEES REPRESENTED BY THE MODESTO POLICE MANAGEMENT ASSOCIATION WHEREAS, on February 11, 2003, the City Council, by Resolution No , adopted a labor policy providing for Public Employees' Retirement System (PERS) employee contributions to be paid by the City on behalf of employees and for reporting of employer-paid normal member contributions to PERS as compensation, and WHEREAS, the City amended its contract with CalPERS to provide a second tier retirement formula 55 to local police safety members entering employment with the City of Modesto for the first time in the police classification effective September 11, 2012,and WHEREAS, the governing body of the City of Modesto has the authority to implement Government Code Section 20636(c) (4) pursuant to Section 20691, and WHEREAS, the governing body of the City of Modesto has a written labor policy or agreement which specifically provides for the normal member contributions to be paid by the employer, and reported as additional compensation, and WHEREAS, one of the steps in the procedures to implement Section is the adoption by the governing body of the City of Modesto of a Resolution to commence paying and reporting the value of said Employer Paid Member Contributions, and WHEREAS, the governing body has the authority to amend all members in a group or class of employment pursuant to Government Code Section 20691, 09J04/2012/HRJRHarlesslitem

244 NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto as follows: For Police Safety employees hired before September 11,2012, the City of Modesto elects to pay seven and one half percent (7.5%) ofthe normal member contributions of nine percent (9%) as employer paid member contributions and report the same value to CalPERS as compensation earnable as additional compensation. For Police Safety employees hired on or after September 11, 2012, the City of Modesto elects to pay zero percent (0%) of the normal member contributions of nine percent (9%). No payment shall be implemented pursuant to the provisions of Section (c) (4) of the California Government Code. BE IT FURTHER RESOLVED that this Resolution shall become effective on September 4, BE IT FURTHER RESOLVED that effective September 4, 2012 Resolution No is hereby rescinded. 09/04/2012IHR1RHarless/Item

245 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 4th day of September, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Gunderson, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None ATTEST: (SEAL) APPROVED AS TO FORM: HR1RHariesslItem II

246 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION AMENDING A LABOR POLICY FOR PAYING AND REPORTING THE VALUE OF EMPLOYER PAID MEMBER CONTRIBUTIONS TO THE CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM (CALPERS) ON BEHALF OF UNREPRESENTED MANAGEMENT POLICE SAFETY MEMBERS WHEREAS, by Resolution No adopted by the Council, the City adopted a labor policy providing for Public Employees' Retirement System (PERS) employee contributions to be paid by the City on behalf of employees and for reporting of employer-paid normal member contributions to PERS as compensation, and WHEREAS, the City amended its contract with CalPERS to provide a second tier retirement formula 55 to local police safety members entering employment with the City of Modesto for the first time in the police classification effective September 11, 2012, and WHEREAS, the governing body of the City of Modesto has the authority to implement Government Code Section 20636( c)( 4) pursuant to Section 20691, and WHEREAS, the governing body of the City of Modesto has a written labor policy or agreement which specifically provides for the normal member contributions to be paid by the employer, and reported as additional compensation, and WHEREAS, one of the steps in the procedures to implement Section is the adoption by the governing body of the City of Modesto of a Resolution to commence paying and reporting the value of said Employer Paid Member Contributions, and WHEREAS, the governing body has the authority to amend all members in a group or class of employment pursuant to Government Code Section /04/2012IHRlRHarless/ltem

247 NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto as follows: For Police Safety employees hired before September 11,2012, the City of Modesto elects to pay seven and one half percent (7.5%) of the normal member contributions of nine percent (9%) as employer paid member contributions and report the same value to CalPERS as compensation earnable as additional compensation. For Police Safety employees hired on or after September 11, 2012 under Tier 2 retirement formula 3%@55, the City of Modesto elects to pay zero percent (0%) of the normal member contributions of nine percent (9%). No payment shall be implemented pursuant to the provisions of Section (c)(4) of the California Government Code. BE IT FURTHER RESOLVED that this Resolution shall become effective on September 11, BE IT FURTHER RESOLVED that effective September 11,2012 Resolution No is hereby repealed in its entirety. 09/ IHRJRHarlessJItem

248 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 4th day of September, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Gunderson, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) APPROVED AS TO FORM: BY:~ SUS~ ALCALJ\-wOOD, City Attorney 09/ IHRlRHarJesslitem

249 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION AMENDING THE POSITION ALLOCATION FOR FISCAL YEAR 12/13 AS ADOPTED IN THE OPERATING BUDGET WHEREAS, a Position Allocation for the City of Modesto was adopted by Modesto City Council on June 21, 2012, as part of the Annual Budget of the City of Modesto for Fiscal Year l3, and WHEREAS, the Community and Economic Development department budget for Fiscal Year was approved with funding to add one (1) allocation for a Development Services Technician II. WHEREAS, the inclusion of this position was omitted in error from the position allocation list approved with the FY budget. WHEREAS, the Parks, Recreation and Neighborhoods department redistributed workload from vacant positions to maintain services levels in HUD, budget, personnel and special projects. WHEREAS, a Recreation Coordinator has assumed additional responsibilities that include oversight of the customer services unit and special projects on a limited term basis until a departmental reorganization can be finalized. WHEREAS, the Parks, Recreation and Neighborhoods department budget for Fiscal Year included a.25 position reduction of one (1) Senior Administrative Office Assistant in Cultural Services. WHEREAS, the Parks, Recreation and Neighborhoods department received funding from the Museum Society and Mansion Foundation to temporarily increase the allocation by.25 to make it a full time allocation through FY 12/13. 09!04/2012JHRlKMurdaughlItem

250 NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves amending the Position Allocation for Fiscal Year as follows: I. Community and Economic Development Department to reallocate add one (1) Development Services Technician II position ($3,855-$4,686 monthly) in Cost Center 14210; 2. Parks, Recreation and Neighborhoods Department to reallocate one (1) Recreation Coordinator.75 allocation to one (1) Recreation Coordinator LO allocation for a limited term through the end offy 12/13 in Cost Center 33130; 3. Parks, Recreation and Neighborhoods Department to reallocate one (1) Senior Administrative Office Assistant.25 allocation to one (1) Senior Administrative Office Assistant 1.0 allocation for a limited term through the end offy 12/13 in Cost Center This resolution shall become effective on and after September 11,2012. The foregoing resolution was introduced in a regular meeting of the Council of the City of Modesto held on the 4th day of September, 2012, by Councilmember Lopez, who moved its adoption, which motion being du1y seconded by Councilmember Gunderson, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) ATTEST: APPROVED AS TO FORM: By: SUS 09/ HR1K.1\,jurdaugh/ltem

251 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION ACCEPTING A GRANT IN THE AMOUNT OF $96, FROM THE OFFICE OF TRAFFIC SAFETY SOBRIETY CHECKPOINT GRANT PROGRAM, TO CONDUCT SOBRIETY CHECKPOINTS; AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE ANY NECESSARY PROGRAM DOCUMENTS WHEREAS, the Modesto Police Department received an announcement for the solicitation of applications for the "Sobriety Checkpoint Grant Program" from the Office of Traffic Safety (OTS), through the National Highway Traffic Safety Administration (NHTSA), and WHEREAS, the grant is for personnel overtime costs to conduct sobriety checkpoint operations during the period from October I, 2012 to September 30, 20l3, and WHEREAS, a checkpoint cannot exceed $5,000 for overtime to conduct the checkpoint and includes funding for police officers and support personnel (Community Services Officers), and WHEREAS, this award includes a maximum of $6, for the purchase of OST -approved checkpoint supplies, and WHEREAS, on August 3, 2012, the Modesto Police Department received notification that it was awarded $96, for the operation of up to eighteen sobriety checkpoints in Modesto, and City, WHEREAS, this grant will result in increased grant revenue of $96, to the 09/04/2012IMPD/SBIomlItem

252 NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby accepts a grant in the amount of$96, from the Office of Traffic Safety Sobriety Checkpoint Grant Program to conduct sobriety checkpoints. BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to execute any necessary program documents. The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 4th day of September, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Gunderson, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) APPROVED AS TO FORM: 09/ IMPDJSBlomlItem

253 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION AMENDING THE MULTI-YEAR 2012/2013 OPERATING BUDGET TO APPROPRIATE REVENUES AND EXPENDITURES OF $96, TO CONDUCT SOBRIETY CHECKPOINTS WHEREAS, the Modesto Police Department received an announcement for the solicitation of applications for the "Sobriety Checkpoint Grant Program" from the Office of Traffic Safety, through the National Highway Traffic Safety Administration, and WHEREAS, the mini-grant is for personnel overtime costs to conduct sobriety checkpoint operations during the period from October 1,2012 to September 30, 2013, and WHEREAS, a checkpoint cannot exceed $5,000 for overtime to conduct the checkpoint and includes funding for police officers and support personnel (Community Services Officers), and WHEREAS, this award includes a maximum of $6, for the purchase of OST-approved checkpoint supplies, and WHEREAS, on August 3, 2012, the Modesto Police Department received notification that it was awarded $96, for the operation of up to eighteen sobriety checkpoints in Modesto, and City, WHEREAS, this grant will result in increased grant revenue of $96, to the NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby amends the Multi-Year Operating Budget to appropriate revenues and expenditures of $96, for overtime to conduct sobriety checkpoints, as listed in Exhibit A. 09/04/2012IMPD/SBlomlItem }55

254 BE IT FURTHER RESOLVED that the Director of Finance, or her designee, is hereby authorized to take the necessary steps to implement the provisions of this resolution. The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 4th day of September, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Gunderson, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) APPROVED AS TO FORM: By: ~~~~~~~~~~~ SUS ~ ALCALA WOOD, City Attorney Q9/04/2012IMPD/SBlomlltem

255 Exhibit A The Multi-Year 2012/2013 Operating Budget will be amended as follows: To: Revenue Increase/(Decrease} $96,450 Description 2012/13 OTS Sobriety Checkpoint Program Grant To: Expense Appr. A Appr. C $90,000 $ 6,450 $96,450 Overtime Tools & Field Supplies < $5K

256 MODESTO CITY COUNCIL RESOLUTION NO A RESOLUTION ACCEPTING THE 2012 SELECTIVE TRAFFIC ENFORCEMENT PROGRAM GRANT IN THE AMOUNT OF APPROXIMATELY $100,000 FROM THE OFFICE OF TRAFFIC SAFETY TO INCREASE ENFORCEMENT FOR SPEED, DUl, AND OTHER SPECIAL TRAFFIC ENFORCEMENT OPERATIONS; AND AUTHORIZING THE CITY MANAGER, OR IDS DESIGNEE, TO EXECUTE THE NECESSARY DOCUMENTS WHEREAS, the City of Modesto Police Dcpartment desires to undertake a certain project designated as the Selective Traffic Enforcement Program (STEP) grant from the Office of Traffic Safety (OTS), and WHEREAS, the Police Department was awarded a grant in the sum of approximately $100,000 from OTS, and WHEREAS, acceptance of said $100,000 grant will increase enforcement for speed, DUr, and other special traffic enforcement operations, while also reducing collisions with speed, DUr, and special operations, and WHEREAS, OTS will pay overtime for officers, training, and equipment to assist in traffic studies and other traffic related enforcement equipment, and WHEREAS, the term of this grant will be from October I, 2012, through September 30, 2013, NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby accepts the Selective Traffic Enforcement Program Grant in the amount of approximately $100,000 from the Office of Traffic Safety to increase enforcement for speed, DUr, and other special traffic enforcement operations. BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to execute the necessary award documents. 09/04/2012IMPD/SBlomlItem

257 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 4th day of September, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Gunderson, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: (SEAL) Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None ATTEST: ( 1v-J11" Id) JJJ.1~""'i=--Y ~OPEZ,Clt APPROVED AS TO FORM: By: SUSA ALA WOOD, City Attorney 09f04f2012IMPDfSBlomlltem

258 MODESTO CITY COUNCIL RESOLUTION NO A RESOLUTION AMENDING THE FISCAL YEAR OPERATING AND MULTI-YEAR GRANT BUDGET TO REFLECT REVENUE AND EXPENSES IN THE AMOUNT OF APPROXIMATELY $100,000 RELATED TO THE SELECTIVE TRAFFIC ENFORCEMENT PROGRAM GRANT TO INCREASE ENFORCEMENT FOR SPEED, DUl, AND OTHER SPECIAL TRAFFIC ENFORCEMENT OPERATIONS WHEREAS, the Police Department acquired a grant award in the amount of approximately $100,000 from the Office of Traffic Safety (OTS) to increase enforcement for speed, DUr, and other special traffic enforcement operations, and WHEREAS, the grant will pay overtime for officers for special enforcement operations, DUr satnration patrols, and other traffic related enforcement supplies, and WHEREAS, there is no local match required for this grant, and WHEREAS, the term of this grant will be from October 1, 2012, through September 30, 2013, NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that the Fiscal Year 2012/2013 Operating and Multi-Year Budget is hereby adjusted as indicated on budget adjustment attached. BE IT FURTHER RESOLVED that the Director of Finance, or her designee, is hereby authorized to take the necessary steps to implement the provisions of this resolution IMPD/SBIomlltem

259 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 4th day of September, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Gunderson, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) APPROVED AS TO FORM: By: 09! MPD/SBlom/Item

260 Exhibit A The Multi-Year 2012/2013 Operating Budget will be amended as follows: To: Revenue I ncrease/(decrease) $100,000 Description OTS Selective Traffic Enforcement Program (STEP) To: Expense Appr. A Appr. C $96,000 $ 4,000 $100,000 Overtime Conference/T raining Expense

261 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION APPROVING AGREEMENTS FOR HOME COMMUNITY HOUSING DEVELOPMENT ORGANIZATION (CHDO) OPERATING FUNDS IN THE AMOUNT OF $50,000 TO STANISLAUS COUNTY AFFORDABLE HOUSING CORPORATION (STANCO) AND $50,000 TO HABITAT FOR HUMANITY, STANISLAUS (HABITAT) AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE THE CHDO AGREEMENTS WHEREAS, the City of Modesto reserves up to 5% of the total HOME program allocation to be used by CHDO' s for administration and operating expenses in conjunction with running a CHDO program, and WHEREAS, if funds for operating expenses are provided to a CHDO that is also receiving CHDO reserve funds for the development of housing, the City will enter into a written agreement with the CHDO that states they are expected to receive CHDO reserve funds within 24 months of receiving funds for operating expenses and specifies the tenns and conditions upon which this expectation is based, and WHEREAS, applicants for CHDO operating funds must be an approved CHDO through the City of Modesto. A CHDO is a specific type of private nonprofit entity and must meet certain requirements pertaining to their legal status; organizational structure; and capacity and experience. HUD Notice CPD and CFR Part 92 detail these requirements, and WHEREAS, Citizens Housing and Community Development Committee (CH&CDC) met on April 18, 2012 and recommended forwarding to Council approval to allocate CHDO operating funds in the amount of $50,000 to STANCO and $50,000 to Habitat, and 09/ IPRNlCAverelllItem

262 WHEREAS, on May 8, 2012 City Council, by Resolution No , approved the allocation of HOME Community Housing Development Organization (CHDO) operating funds in the amount of$50,000 to STANCO and $50,000 to Habitat. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves agreements for HOME Community Housing Development Organization (CHDO) operating funds in the amount of $50,000 to Stanislaus County Affordable Housing Corporation (STANCO) and $50,000 to Habitat for Humanity, Stanislaus (Habitat). BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to sign the CHDO agreements. The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 4th day of September, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Gunderson, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None ATTEST: S (SEAL) APPROVED AS TO FORM: 09/04/20121PRN/CAverelllItem

263 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION AUTHORIZING THE PURCHASE OF PARTS AND SERVICES FROM ENVIROGEN TECHNOLOGIES, INC., RANCHO CUCAMONGA, CA, FOR REPAIRS AT THE GRAYSON WATER SYSTEM FOR A COST NOT TO EXCEED $80, WHEREAS, in 1994, the City of Modesto purchased the Del Este Water Company, which included the Grayson water system serving a population of approximately 1,200 customers, and WHEREAS, since this is Grayson's only source of potable water, it is important that the system be in good working order to ensure reliability and provide safe drinking water to the Grayson community, and WHEREAS, the California Department of Public Health mandates that the City of Modesto remove the nitrates to safe drinking levels before the water enters the Grayson distribution system, and WHEREAS, the treatment system is aging and repairs and equipment replacement will exceed $50,000, and WHEREAS, Modesto Municipal Code (MMC) Section requires all purchases, which meet or exceed $50,000 for material, equipment, or contractual services be properly bid, WHEREAS, staff requested bids and a cost breakdown from three Vendors, with Envirogen Technologies, Inc. being the lowest bid at $80, NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby authorizes the Purchasing Manager to purchase parts and services from 09/04/2012JPW IDSavidgelItem

264 Envirogen Technologies, Inc., Rancho Cucamonga, Ca., for Repairs at the Grayson Water System for a cost not to exceed $80, The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 4th day of September, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Gunderson, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None ABSENT: None (SEAL) APPROVED AS TO FORM: By: ~~~~ SUS AL ALA WOOD, City Attorney 09/04J20121PWIDSavidgelItem

265 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION ACCEPTING THE WORK BY COLLINS ELECTRICAL COMPANY, INC., FOR THE "ARRA MODESTO CENTRE PLAZA LIGHTING IMPROVEMENTS" PROJECT AS COMPLETE, AUTHORIZING THE CITY CLERK TO FILE A NOTICE OF COMPLETION WITH THE STANISLAUS COUNTY RECORDER UPON RECEIPT OF APPROVED WARRANTY BOND, AND AUTHORIZING PAYMENT OF AMOUNTS TOTALING $679, WHEREAS, a report has been filed by the Director of Utility Planning and Projects that the ARRA Modesto Centre Plaza Lighting Improvements project has been completed by Collins Electrical Company, Inc., in accordance with the contract agreement dated September 6, 2011, NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that the ARRA Modesto Centre Plaza Lighting Improvements project is hereby accepted as complete from said contractor, Collins Electrical Company, Inc., that the City Clerk is authorized to file a Notice of Completion with the Stanislaus County Recorder upon receipt of approved Warranty Bond, and that payment of amounts totaling $679, is authorized as provided in the contract. 09/04/20121UP&PIKOhlsonlItem

266 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 4th day of September, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Gunderson, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Muratore, Mayor Marsh None None (SEAL) APPROVED AS TO FORM: By: OOD, City Attorney 09/04/2012!UP&PIKOhlsoniltem

267 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION APPROVING A MEMORANDUM OF UNDERSTANDING (MOU) NOT TO EXCEED $2 MILLION WITH THE HOUSING AUTHORITY OF THE COUNTY OF STANISLAUS (HACS) FOR THE NEIGHBORHOOD STABILIZATION PROGRAM 2 (NSP2) AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO SIGN ANY AND ALL RELATED DOCUMENTS WHEREAS, on March 13,2012, by Resolution No , Council approved the updated NSP2 guidelines which require Council approval of all property acquisition and rehabilitation loans made with NSP2 funds after initial approval of the Citizens' Housing & Community Development subcommittee (CH&CDC), and WHEREAS, the updated NSP2 guidelines approve HACS as the sub-recipient to expend the remaining NSP2 funds as outlined in the NSP2 "General Acquisition and Rehabilitation" activity (Exhibit A). NOW, THEREFORE, BE IT RESOLVED by the Council ofthe City of Modesto that it hereby approves a MOU not to exceed $2 million with the HACS for all property acquisition and rehabilitation loans funded in the NSP2 General Acquisition and Rehabilitation activity. BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to sign any and all related documents. 09/04/2012!PRN/SHumphriesiItem

268 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 4th day of September, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Cogdill, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Mayor Marsh None Muratore ATTEST: (SEAL) APPROVED AS TO FORM: By: SUSA 09/04/20121PRNISHurnphries/Item

269 Exhibit A - BUDGET Neighborhood Stabilization Program 2 Starting Budget Funds Obligated Remaining to Obligate Administration $2,500,000 $2,500,000 $0 General Acquisition and Rehabilitation $10,500,000 $8,800,000 $1,700,000 Emanci[1at",d Foster Youth $6,000,000 $6,178,000 $0 SCAP/CICV Special Needs $6,000,000 $5,822,000 $0

270 MODESTO CITY COUNCIL RESOLUTION NO RESOLUTION APPROVING NEIGHBORHOOD STABILIZATION PROGRAM 2 (NSP2) LOAN DOCUMENT TEMPLATES FOR USE WITH ALL CONTEMPLATED ACQUISITION AND REHABILITATION LOAN AGREEMENTS WITH THE HOUSING AUTHORITY OF THE COUNTY OF STANISLAUS (HACS) UNDER THE NSP2 "GENERAL ACQUISITION AND REHABILITATION" ACTIVITY WHEREAS, on March 13,2012, by Resolution No Council approved the updated NSP2 guidelines which require Council approval of all property acquisition and rehabilitation loans made with NSP2 funds after initial approval ofthe Citizens' Housing & Community Development subcommittee (CH&CDC), and WHEREAS, staff developed NSP2 Loan Document "templates" to be prepared for each acquisition and rehabilitation project for submission to Council for consideration of approval (Exhibit B). NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves NSP2 Loan Document "templates" for use with all acquisition and rehabilitation loan agreements with the HACS funded in the NSP2 General Acquisition and Rehabilitation activity (Exhibit B). BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to sign any and all related documents. 09/ IPRNISHumphrieslItem 1&

271 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 4th day of September, 2012, by Councilmember Lopez, who moved its adoption, which motion being duly seconded by Councilmember Cogdill, was upon roll call carried and the resolution adopted by the following vote: AYES: NOES: ABSENT: Burnside, Cogdill, Geer, Gunderson, Lopez, Mayor Marsh None Muratore ATTEST: (SEAL) APPROVED AS TO FORM: 09/ PRNISHrunphriesJItem

272 EXHIBIT B. CITY OF MODESTO NEIGHBORHOOD STABILIZATION PROGRAM 2 LOAN AGREEMENT This CITY OF MODESTO NEIGHBORHOOD STABILIZATION PROGRAM 2 (hereafter referred to as "NSP2 Loan Agreement") is entered into this day of,2012 (the "Effective Date"), by and between CITY OF MODESTO, a municipal corporation of the State of California ("CITY") and the HOUSING AUTHORITY OF THE COUNTY OF STANISLAUS, a California public entity ("BORROWER"). RECITALS WHEREAS, CITY has received Neighborhood Stabilization Program 2 ("NSP2") funds from the United States Department of Housing and Urban Development ("HUD") under Section 2301 of Title III, Division B, of the Housing and Economic Recovery Act 0[2008, Title XII, Division A, of the American Recovery and Reinvestment Act of 2009 (the "NSP2 Act"), and implementing regulations, including but not limited to 24 CFR 570 et seq., and applicable guidance, including but not limited to the Notices of Allocations, Application Procedures, Regulatory Waivers Granted to and Alternative Requirements for Emergency Assistance for Development of Abandoned and Foreclosed Homes Grantees under HERA and such corrections (including, but not limited to, Docket Nos. FR-5255-N-OI, FR-5255-N-02, FR-5321-N-03, FR N-Ol, and FR-5447-N-OI), as amended (the "NSP2 Regulations"); and WHEREAS, except as otherwise prescribed by the NSP2 Act and NSP2 Regulations, the statutory and regulatory provisions that govern the Community Development Block Grant ("CDBG") program under Title I of the Housing and Community Development Act of 1974 (42 U.S.C et seq.), as amended (including tbose at 24 C.F.R. part 570 subparts A, C, D, J, K, and 0, as appropriate, apply with equal force to the NSP2 funds (the "CDBG Regulations"). Together, the NSP2 Act, NSP2 Regulations, and CDBG Regulations are the "NSP2 Reguirements;" and WHEREAS, pursuant to the NSP2 Requirements, CITY is authorized to provide the NSP2 funds to qualified developers or subrecipients to perform eligible activities under the NSP2 program in the City of Modesto; and WHEREAS, BORROWER is a qualified subrecipient for purposes of receipt and use of the NSP2 Funds; and WHEREAS, pursuant to said NSP2, CITY is undertaking to fund certain programs, activities and services to promote affordable rental housing and/or affordable home ownership housing for Eligible Households, as defined below, in the City of Modesto (the "NSP2 Program"); and 1

273 WHEREAS, BORROWER desires to purchase real property commonly described as, Modesto, California and more fully described as attached hereto as Exhibit A and made a part hereof (the "Property"); and WHEREAS, the Property includes certain improvements consisting of a ; and WHEREAS, the Property is an Eligible Property as that term is defined in Section 2.1 herein and as used in the NSP2 Requirements and as defined and used in that certain agreement between CITY and BORROWER titled City of Modesto Neighborhood Stabilization Program 2 Memorandum of Understanding (the "MOlJ") the terms of which are incorporated herein by this reference, a true and correct copy of the MOU is attached herein as Exhibit D; and WHEREAS, BORROWER intends to [INSERT: acquire aud/or acquire and rehabilitate, as applicable) the Property and sell the Property as affordable homeownership housing to a Qualified Homebuyer, as defined in Section 2.1, or if unable to sell the Property to a Qualified Homebuyer in accordance with the MOU and this NSP2 Loan Agreement, BORROWER intends to rent the Property as affordable rental housing to a Qualified Tenant, as defined in Section 2.1, pursuant to the MOU and this NSP2 Loan Agreement; and WHEREAS, CITY desires to loan BORROWER funds to assist in financing the [INSERT: purchase and/or purchase and rehahilitation, as applicable] of the Property by BORROWER; provided, BORROWER sells the Property to a Qualified Homebuyer or, if necessary, rents the Property to a Qualified Tenant; and WHEREAS, CITY has conditionally agreed to make the loan to BORROWER in an amount not to exceed Dollars ($ ) (the "NSP2 Loan") pursuant to, and with funds provided by the NSP2 Program in accordance with the NSP2 Requirements, and [DELETE IF NO REHAB] WHEREAS, the NSP2 Loan amount shall be allocated as follows: Dollars ($~ represents the purchase price for acquisition of the Property; the balance of the NSP2 Loan funds shall be allocated to the rehabilitation of the Property; and WHEREAS, BORROWER acknowledges that CITY's desire to expand the inventory of affordable housing units available for rent or sale to Very Low Income Households, Low Income Households, and Middle Income Households, also referred herein as "Eligible Households," in the City bf Modesto; and WHEREAS, BORROWER acknowledges that CITY would not enter into this NSP2 Loan Agreement to loan NSP2 funds to BORROWER but for BORROWER's covenant and agreement to sell the Property to a Qualified Homebuyer after the Property is [INSERT acquired Q!: acquired and rehabilitated], or if necessary, rent the Property to Qualified Homebuyer after using best efforts to sell the Property to a Qualified Homebuyer; and 2

274 WHEREAS, BORROWER shall execute a promissory note of even date herewith (the "NSP2 Note") consisting of a promissory note evidencing BORROWER's obligation to repay the NSP2 Loan. BORROWER shall execute a deed of trust of even date with this NSP2 Loan Agreement signed by BORROWER as Trustor in favor of CITY as beneficiary conveying BORROWER's interest in the Property as security for the NSP2 Loan as evidenced by the NSP2 Note (the "NSP2 Deed of Trust"). The NSP2 Deed of Trust shall be recorded against the Property as security for the NSP2 Note. BORROWER further agrees to execute a City of Modesto Neighborhood Stabilization Program 2 Regulatory Agreement (the "NSP2 Regulatory Agreement") containing covenants, conditions and restrictions regarding the ownership, rental, and use of the Property. BORROWER agrees to be bound by all terms and conditions of the NSP2 Note, the NSP2 Deed of Trust, and the NSP2 Regulatory Agreement. This NSP2 Loan Agreement, the NSP2 Note, the NSP2 Deed of Trust, and the NSP2 Regulatory Agreement are collectively referred to herein as the "NSP2 Loan Documents" and/or the "Loan Documents;" and WHEREAS, to assist an Eligible Household in purchasing the Property at an affordable price from BORROWER, CITY will make second mortgage loans to the Eligible Housebold by converting a portion of the NSP2 Loan into loans to the Eligible Household. NOW, THEREFORE, CITY and BORROWER agree as follows: SECTION 1. RECITALS. The foregoing Recitals are part ofthis NSP2 Loan Agreement. SECTION 2. DEFINITIONS AND EXHIBITS. Section 2.1 Definitions. As used in this NSP2 Loan Agreement and in addition to the definitions set forth in the Recitals, the following terms shall have the respective meanings indicated opposite each of them: (a) Abandoned Property. Abandoned Property shall mean real property located in the City of Modesto, County of Stanislaus improved with a home or residential structure meeting at least one of the following criteria: (a) a mortgage, tribal leasehold, or tax lien payment is at least ninety (90) days delinquent; (b) a code enforcement inspection has determined that the property is not habitable and the property owner has taken no corrective action within ninety (90) days of notification ofthe deficiency; or (c) the property is subject to a court ordered receivership or nuisance abatement order related to abandonment pursuant to state or local law or otherwise meets a state definition of abandoned home or residential property. (b) Acquisition Costs. Acquisition Costs shall mean the costs directly related to acquiring title in fee simple absolute to the Property, including the Purchase Price and closing costs, and including, but not limited to, due diligence costs, payment of tax liens, and title and escrow costs, and broker fees. 3

275 (c) Activity Delivery Fee. Activity Delivery Fee shall mean a fee in an amount not to exceed three percent (3%) of the Acquisition Cost [INSERT, if applicable: or Rehabilitation Cost] payable to BORROWER by CITY from the NSP2 Loan funds, for the salary costs, overhead costs, or other eligible activity delivery costs associated with carrying out the acquisition or rehabilitation, as applicable, of the Property. The Activity Delivery Fee shall only include direct costs related to carrying out the acquisition [INSERT, delete and replace with: acquisition and rehabilitation] of the Property. (d) Affordable Rent. Affordable Rent shall mean the maximum rent paid by an Eligible Household to occupy the Property pursuant to 24 CFR (e) Appraised Value at Purchase. Appraised Value at Purchase shall means the value established through an appraisal that is (a) commissioned by BORROWER; (b) performed by an appraiser approved by CITY; (c) made in conformity with the appraisal regulations of the Uniform Relocation Assistance and Real Property Acquisition Policies Act at 49 CFR ; and (d) completed within sixty (60) days of the final offer made for the Property. (f) [DELETE IF NO REHAB] Appraised Value at Resale. Appraised Value at Resale shall mean the value of (a) the rehabilitated Property established through an appraisal that is commission by BORROWER; (b) performed by an appraiser approved by CITY; (c) made in conformity with the appraisal regulations of the Uniform Relocation Assistance and Real Property Acquisition Policies Act at 49 CFR ; and (d) completed within sixty (60) days of the final offer made for the Property. (g) CITY Second Mortgage Loan Documents. CITY Second Mortgage Loan Documents shall mean the documents evidencing CITY Second Mortgage Loans to be executed by the Qualified Homebuyer receiving a CITY Second Mortgage Loan, including the Homebuyer Note, Homebuyer Deed of Trust, and Homebuyer Disclosure Statement. (h) CITY Second Mortgage Loan. CITY Second Mortgage Loan shall mean a loan ofnsp2 funds by CITY to the Qualified Homebuyer in an amount equal to twenty percent (20%) to fifty percent (50%) of the Sales Price, to be used to pay part of the purchase price for the Property. (i) Continued Affordability Period. Continued Affordability Period shall mean the period of no less than twenty (20) consecutive years from (i) the close of escrow of the sale of the Property to a Qualified Homebuyer or (ii) in the event the Property is rented pursuant to Section 6.4 below, the date the NSP2 Regulatory Agreement is recorded against the Property. (j) Eligible Household. Eligible Household shall mean a Very Low Income Household, Low Income Household, or a Middle Income Household. (k) Eligible Property. Eligible Property shall mean an Abandoned Property, Foreclosed Property, or Vacant Property located in Census Tracts 19.00; 20.04; 20.03; 9.06; 4

276 9.05; 9.12; 21.00; 18.00; 12.00; 10.02; 10.01; 11.00; 13.00; 16.01; 22.00; 16.04; 6.02; 8.03; 8.05; 8.01; 9.09; 9.10; 9.11; 8.07; 24.00; 23.01; 23.01; 15.00; 25.01; 17.00; 14.00; 16.03; 8.06; 9.07; 9.08; and in the City of Modesto, County of Stanislaus improved with a permanent residential structure that is a single family home, townhouse, condominium unit, or multi-unit rental complex. (I) Foreclosed Property. Foreclosed Property shall mean residential real property located in the City of Modesto, County of Stanislaus improved with a permanent residential structure that meets at \east one (1) of the following criteria: (a) payment under any mortgage, deed of trust or equivalent is delinquent at least sixty (60) days under the Mortgage Bankers of America delinquency calculation and the property owner has received notification of the delinquency; (b) the property owner is ninety (90) days or more delinquent on tax payments; (c) foreclosure proceedings have been initiated or completed under state, local or tribal law; or (d) foreclosure proceedings have been completed and title to the property has been transferred to an intermediary aggregator or servicer that is not a NSP2 grantee, subrecipient, contractor, developer, or end user. (m) Homebuyer Deed of Trust. Homebuyer Deed of Trust shall mean the deed of trust, in a form to be provided by CITY, to be executed and delivered to CITY by the Qualified Homebuyer receiving a CITY Second Mortgage Loan. (n) Homebuyer Disclosure Statement. Homebuyer Disclosure Statement shall mean the disclosure statement in a form to be provided by CITY, to be executed and delivered to CITY by the Qualified Homebuyer receiving a CITY Second Mortgage Loan. (0) Homebuyer Note. Homebuyer Note shall mean the promissory note, in the form to be provided by CITY, to be executed and delivered to CITY, by the Qualified Homebuyer receiving a CITY Second Mortgage Loan. (p) Low Income Household. Low Income Household shall mean a person or household whose annual income does not exceed sixty percent (60%) of area median income adjusted for family size based on guidelines published by HUD. (q) Middle Income Household. Middle Income Household shall mean a person or household whose annual income does not exceed one-hundred twenty percent (120%) of area median income adjusted for family size based on guidelines published by HUD. (r) Net Sales Proceeds. Net Sales Proceeds shall mean the gross proceeds received by BORROWER from the sale of a NSP2 Assisted Unit to a Qualified Homebuyer less closing costs paid by BORROWER. (s) [DELETE IF NO REHAB] Prime Contractor. Prime Contractor shall mean a third-party contractor who in contract with BORROWER to oversee the rehabilitation of the Property. 5

277 (t) Purchase Price. Purchase Price shall mean a sum that BORROWER will pay to acquire the Property. The Purchase Price to acquire a Foreclosed Property shall be a minimum of one percent (I%) below the Appraised Value at Purchase of the Foreclosed Property. (u) Qualified Homebuyer. Qualified Homebuyer shall mean a person or household who has (a) been income qualified as an Eligible Household by CITY; (b) completed eight (8) hours of home ownership counseling training through a counseling agency certified by HUD; (c) occupies or intends to occupy a the Property as a primary residence; (d) agrees to secure a CITY Second Mortgage Loan; and (e) intends to purchase the Property at the Sales Price under the NSP2 Program. (v) Qualified Tenant. Qualified Tenant shall mean a person or household who has (a) been income qualified as an Eligible Household by BORROWER; (b) occupies or intends to occupy the Property as a primary residence; and (c) intends to pay Affordable Rent to BORROWER for the Property for the Continued Affordability Period. (w) {DELETE IF NO REHAB] Rehabilitation Costs. Rehabilitation Costs shall mean the costs of improvements required to make the Property safe and habitable and in compliance with HUD Housing Quality Standards (HQS), state and local building codes/regulations and other housing standards including but not limited to accessibility standards of 24 CFR Part 8, and green building and energy efficient standards, including material and labor, permits and fees, holding costs and other soft costs. (x) Sales Price. Sales Price shall mean the maximum price for the sale of the Property to a Qualified Homebuyer by BORROWER. [INSERT if ONLY Acquisition: The Sales Price shall not exceed the lesser of the Appraised Value at Purchase or the Acquisition Costs, as documented by BORROWER to CITY.] [INSERT if Acquisition and Rehab: The Sales Price shall not exceed the lesser of the Appraised Value at Resale or the Total Costs of Development.j (y) (DELETE IF NOT REHAB] Total Cost of Development. Total Cost of Development shall mean the Acquisition Costs and Rehabilitation Costs, as documented by BORROWER to CITY. (z) Vacant Property. Vacant Property shall mean improved real property located in the City of Modesto, County of Stanislaus that has been unoccupied for at least ninety (90) days and has no bona fide tenant with rights of occupancy. (aa) Very Low Income Household. Very Low Income Household shall mean a person or household whose annual income does not exceed fifty percent (50%) of area median income adjusted for family size based on guidelines published by HUD and used by City of Modesto. (bb) Term. Term shall have the meaning set forth in Section 3.2 below. 6

278 Section 2.2 Exhibits. The following exhibits are attached to this NSP2 Loan Agreement and incorporated into this NSP2 Loan Agreement by this reference: Exhibit A: Exhibit B: Exhibit C: Exhibit D: Exhibit E: Legal Description of the Property Project Budget Project Timeline City of Modesto Neighborhood Stabilization Program 2 Memorandum of Understanding NSP2 National Objectives Certification SECTION 3. LOAN PROVISIONS. Section 3.1 NSP2 Loan Amount. CITY shall loan BORROWER the principal sum not to exceed Dollars ($----> (the "NSP2 Loan") subject to Section 5.3 below and to the terms and conditions set forth in this NSP2 Loan Agreement and the Loan Documents as defined herein. Section 3.2 Term. The Term of this NSP2 Loan Agreements shall commence on the Effective Date, and expires, unless sooner terminated in accordance with this NSP2 Loan Agreement on the twentieth (20th) anniversary ofthe Effective Date, subject to any extension agreed to in writing by CITY and BORROWER. Section 3.3 Interest. (a) Subject to the provisions of subsection (b) below, the outstanding principal balance of the Loan shall bear no interest. (b) Upon the occurrence of an Event of Default, the NSP2 Loan will begin to accrue, as of the date of the Event of Default and continue until such time as the NSP2 Loan is repaid in full or the Event of Default is cured, at the default rate of ten percent (10%), simple interest annually. Section 3.4 Use ofnsp2 Loan Funds. (a) BORROWER shall use the NSP2 Loan for acquisition [INSERT, as applicable: and rehabilitation] of the Property, consistent with the Project Budget, as attached hereto as Exhibit B. 7

279 (b) BORROWER shall not use the NSP2 Loan funds for any other purpose without the prior written consent of CITY. funds. (c) Section 3.5 BORROWER shall comply with the MOU in the use ofthe NSP2 Loan Activity Delivery Fee. Except upon an Event of Default by BORROWER, CITY shall pay the Activity Delivery Fee to BORROWER following receipt of documentation evidencing the requested Activity Delivery Fee pursuant to Sections 5.3 and 10 ofthe MOU. Section 3.6 Security. BORROWER shall secure its obligation to repay the NSP2 Loan as evidenced by the NSP2 Note, be executing the NSP2 Deed of Trust, and recording it as a lien against the Property, subject only to the lien of the NSP2 Regulatory Agreement to be recorded against the Property. Section 3.7 Conditions Precedent to Disbursement ofnsp2 Funds for Purchase. CITY shall have no commitment to BORROWER under this NSP2 Loan Agreement and shall have no obligation to disburse any NSP2 funds for the acquisition of the Property unless and until BORROWER complies with and continues to satisfy the following conditions: (a) There exists no Event of Default nor any act, failure, omission or condition that would constitute an Event of Default under this NSP2 Loan Agreement or the MOU;and (b) BORROWER is acquiring title to the Property simultaneously with the disbursement of the NSP2 Loan proceeds; and (c) BORROWER has executed and delivered to CITY a copy of the purchase agreement under which BORROWER agrees to purchase the Property for the Purchase Price; (d) CITY has approved the Project Budget, as attached hereto as Exhibit B or further amendments to the Project Budget, as applicable; and (e) CITY has approved the Project Timeline, as attached hereto as Exhibit C or further amendments to the Project Timeline, as applicable; and (I) The Purchase Price ofthe Property does not exceed the Purchase Price set forth in the Project Budget, as attached hereto as Exhibit B; and (g) BORROWER has received and/or confirmed all sources of funding for the acquisition [INSERT, as applicable: and rehabilitation] of the Property; and 8

280 (h) BORROWER has delivered to CITY a copy of a resolution adopted by BORROWER's Board of Commissioners authorizing BORROWER's Executive Director, or his designee, to obtain the NSP2 Loan, execute the Loan Documents, acquire [INSERT, as applicable: and rehabilitate] the Property, and execute any and all related documents on behalf of BORROWER; and (i) BORROWER has executed and delivered to CITY all documents, instruments, and policies required under the NSP2 Loan Documents and MOU; and CD BORROWER has furnished CITY with evidence of the insurance coverage meeting the requirements of Section 7.16 below; AND (k) A Title insurer reasonably acceptable to CITY is unconditionally and irrevocably committed to issuing an ALTA loan policy of insurance insuring the priority of the NSP2 Deed of Trust in the amount of the NSP2 Loan, subject only to such exceptions and exclusions as may be reasonably acceptable to CITY, and containing such endorsements as CITY may reasonably require; and (I) The NSP2 Regulatory Agreement and the NSP2 Deed of Trust will be recorded against the Property in the Office of the Recorder of the County of Stanislaus simultaneously with the disbursement of the NSP2 Loan proceeds; and (m) BORROWER has delivered to CITY the required National Environmental Policy Act and/or California Environmental Quality Act documentation; and (n) BORROWER has delivered to CITY written confirmation in a form satisfactory to CITY that BORROWER has complied with all applicable laws, regulations, and guidelines, including, but not limited to the NSP2 Requirements, relating to tenant protections governing receipt and use of the N SP2 funds. Section 3.8 Conditions Precedent to Disbursement ofnsp2 Funds for Rehabilitation. [DELETE IF NO REHAB] CITY shall have no commitment to BORROWER under this NSP2 Loan Agreement and shall have no obligation to disburse any NSP2 funds for the rehabilitation of the Property unless and until BORROWER complies with and continues to satisfy the following conditions: satisfied; and (a) All the conditions precedent set forth in Section 3.8 have been timely (b) There exists no Event of Default nor any act, failure, omission or condition that would constitute an Event of Default under this NSP2 Loan Agreement or the MOU;and (c) CITY has approved the Project Budget, as attached hereto as Exhibit B or further amendments to the Project Budget, as applicable; and 9

281 (d) CITY has approved the Project Timeline, as attached hereto as Exhibit C or further amendments to the Project Timeline, as applicable; and (e) CITY has received and approved the conceptual plans/drawings, if applicable, for rehabilitation of the Property; and (f) BORROWER has received all permits and approvals necessary to perform the planned rehabilitation work; and (g) CITY has received and approved all contracts that BORROWER has entered or proposed to enter for rehabilitation of the Property; and (h) the Property; and CITY has received and approved the final scope of rehabilitation work for (i) The Initial Property Inspection and Walkthrough has been completed and signed by CITY and BORROWER; and G) BORROWER is in compliance with all requirements of this NSP2 Loan Agreement concerning rehabilitation of the Property, including the timing as set forth in the Project Timeline; and (k) BORROWER has completed, executed and submitted to CITY a Request For Project Draw Down form, in a form acceptable to CITY, indicating BORROWER's request for disbursement ofnsp2 Loan funds and setting forth the proposed use, the amount needed, and, where applicable, a copy of the billing or invoice covering the costs to be incurred. BORROWER agrees that no request for NSP2 Loan funds shall be submitted until the NSP2 Loan funds are needed for payment of eligible costs, and that each request shall be limited to the amount needed. BORROWER shall supply CITY other documentation or information as CITY in its discretion deems necessary to substantiate the amount and nature of the eligible cost(s). All disbursements are on a reimbursement basis only. BORROWER is required to have all work, purchases, and services completed prior to submittal of the required invoice form. If there is the need for an advance ofnsp2 Loan funds, BORROWER shall submit a copy of any and all bids and cost estimates to CITY. Any and all advance disbursements of the NSP2 Loan funds by CITY shall be determined by CITY, in its sole discretion. (I) BORROWER has delivered to CITY written confirmation in a form satisfactory to CITY that BORROWER has complied with all applicable laws, regulations, and guidelines, including, but not limited to the NSP2 Requirements, relating to tenant protections governing receipt and use of the NSP2 funds. Section 3.9 Repayment. The NSP2 Loan shall be repaid as follows: 10

282 (a) Provided that no Event of Default exists, upon sale of the Property to a Qualified Homebuyer and the execution of the CITY Second Mortgage Loan Documents by the Qualified Homebuyer, CITY shall credit repayment of the NSP2 Loan in the amount set forth in the Homebuyer Note. If the Net Sales Proceeds are insufficient to permit payment of the outstanding balance of the NSP2 Loan, the NSP2 Loan will be deemed to be paid in full if any and all Net Sales Proceeds are applied to repay the outstanding balance of the NSP2 Loan. (b) Provided that no Event of Default exists and the Property is rented to a Qualified Tenant in compliance with Section 6.4 below, CITY shall forgive the NSP2 Loan upon expiration of the Term. (c) Subject to subsection (a) or (b) above, BORROWER shall pay all outstanding principal and accrued interest on the NSP2 Loan, in full, on the earliest to occur of (i) a Transfer, (ii) an Event of Default, and (iii) the expiration of the Term. (d) BORROWER may prepay the NSP2 Loan at any time without premium or penalty. Regardless of any prepayment or Transfer, BORROWER acknowledges that the provisions of this NSP2 Loan Agreement, including but not limited to the requirement that the Property be sold to a Qualified Homebuyer, or if necessary, the Property be rented to a Qualified Tenant, are applicable even if BORROWER has prepaid all or a portion of the NSP2 Loan amount. SECTION 4. ACQUISITION OF THE PROPERTY. Section 4.1 Purchase Price. BORROWER warrants that the purchase price of the Property is ( ). The Purchase Price to acquire a Foreclosed Property shall be a minimum of one percent (I %) below the Appraised Value at Purchase ofthe Foreclosed Property. Section 4.2 Eligibilitv ofpropertv. (a) BORROWER hereby makes the following representations and warranties to CITY concerning the compliance of the acquisition and rehabilitation of the Property with the NSP2 Requirements. (i) The Property is an Eligible Property. (ii) Seller has complied with NSP2 Requirements regarding proper notification to bona-fide tenants of the Property, if applicable. applicable. (iii) BORROWER has provided a voluntary acquisition letter, if (iv) The price to be paid pursuant to a purchase agreement between the BORROWER and seller for the purchase of the Property does not exceed the Purchase Price. 1l

283 (b) BORROWER has submitted the following required documentation to CITY and received written approval from CITY that the acquisition [INSERT, if applicable, and rehabilitation of the Property] is eligible for NSP2 funding: (i) (ii) (iii) The address of the Property and the assessor's parcel number. A copy of the purchase agreement, as applicable, with the seller. A copy of an appraisal. (iv) Evidence that the Property is an Abandoned Property, Foreclosed Property, or Vacant Property. (v) Evidence that the seller has complied with NSP2 Requirements regarding proper notification to bona-fide tenants of the Property, as applicable. Section 4.3 Property Condition. (a) BORROWER understands and acknowledges that it, or its representatives, has inspected the Property and is acquiring the Property in reliance on its own investigations and due diligence and that no representations, warranties or statements of any kind whatsoever, express or implied have been made by CITY with regard to the condition of the Property and its suitability for the operation and use intended by BORROWER. (b) BORROWER understands and acknowledges that it has not relied upon any representations, warranties or statements of CITY, or any agent, employee, attorney or representative of CITY which are not set forth in the Loan Documents. BORROWER further acknowledges and understands that as of the date of this NSP2 Loan Agreement, BORROWER will be aware of (I) the condition of the Property and its suitability for BORROWER's intended use and (2) zoning, subdivision and environmental regulations and requirements which may be applicable to the Property, or the impact, if any, of such requirements or regulations on BORROWER's intended use ofthe Property. (c) BORROWER expressly assumes all risk caused by, related to, or arising from the condition of the Property, including but not limited to, any liability, damage, loss, cost, expense, demand, or penalty that may occur as a result of the existence, presence, storage, leak, discharge, emission or disposal of hazardous and toxic materials or otherwise harmful substances of any kind whatsoever on, under or above the Property or which, in contact with the Property or affect other properties, regardless of whether or not any such condition was in existence before BORROWER's acquisition of the Property. SECTION 5. REHABILIATION OF THE PROPERTY [DELETE IF NO REHAB] Section 5.1 Permits and Approvals. 12

284 BORROWER shall apply for all necessary building permits and approvals for the rehabilitation of the Property within thirty (30) days of BORROWER's acquisition of the Property. Copies of all permits and approvals necessary to commence rehabilitation of the Property must be received by CITY. Section 5.2 Plans and Specifications. Before commencement ofrehabilitation, BORROWER shall submit to CITY for its review and approval the final plans and specifications, including material and color samples for rehabilitation of the Property. BORROWER shall develop the Property in full conformance with the plans and specifications and any modifications thereto approved by CITY. Section 5.3 Changes in Plans. BORROWER shall inform CITY of changes in the approved plans and specifications. The CITY Manager or CITY's Director of the Parks, Recreation and Neighborhoods Department is authorized to amend this NSP2 Loan Agreement and increase the NSP2 Loan up to Twenty Thousand Dollars ($20,000) if such increase is required pursuant to a change order necessary to rehabilitate the Property. In no event shall such increase exceed the Total Costs of Development of One Hundred Sixty-Five Thousand Dollars ($165,000) for a single-family unit or One Hundred Twenty-Five Thousand ($125,000) for a multi-family unit. BORROWER shall be responsible to ensure adequate funds are available to pay for increased costs due to change orders. Section 5.4 Commencement and Completion of Rehabilitation. BORROWER shall commence rehabilitation of the Property on or before and complete rehabilitation of the Property on or before. Rehabilitation shall be considered complete upon acceptance of final inspection by CITY for the Property. Section 5.5 Rehabilitation Pursuant to Plans and Laws. (a) BORROWER shall cause all work perfonned in connection with the Property to be performed in compliance with (i) all applicable laws, ordinances, rules and regulations of federal, state, county or municipal governments or agencies now in force or that may be enacted hereafter, including (without limitation and where applicable) the prevailing wage provisions ofthe federal Davis-Bacon Act and the California Labor Code and implementing rules and regulations), (ii) the County Building Code and any applicable City building code, and (iii) all directions, rules and regulations of any fire marshal, health officer, building inspector, or other officer of every governmental agency now having or hereafter acquiring jurisdiction. BORROWER shall permit the work to proceed only after procurement of each permit, license, or other authorization that may be required by any governmental agency having jurisdiction, and BORROWER is responsible to CITY for the procurement and maintenance thereof, as may be required of BORROWER and all entities engaged in work on the Property. 13

285 (b) BORROWER shall comply with the environmentally sensitive ("green") and energy efficient building standards set forth in the NSP2 Requirements. (c) BORROWER shall ensure that all asbestos abatement and lead paint remediation, if applicable, is performed by a contractor(s) licensed and certified to perform such abatement and remediation. BORROWER shall also ensure that all such abatement and remediation is performed in accordance with applicable local, state and federal law. (d) As more fully set forth in Section 7.3, BORROWER shall comply with the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. Section 1701u, requiring that to the greatest extent feasible opportunities for training and employment be given to lower income residents of the project area and agreements for work in connection with the Property be awarded to business concerns which are located in, or owned in substantial part by persons residing in, the areas of the Property. Section 5.6 Construction Bonds. If applicable, prior to commencement of rehabilitation of the Property, BORROWER shall deliver to CITY copies of labor and material bonds and performance bonds for the construction of the Property in an amount equal to one hundred percent (100%) of the Rehabilitation Costs of the Property. Such bonds shall name CITY as a co-obligee. Section 5.7 Contractors and Subcontractors. (a) BORROWER shall utilize a procurement policy as approved by HUD and Procurement Handbook for Public Housing Agencies rev-2 for all procurement, including contracting and subcontracting. (b) All construction work and professional services for the rehabilitation shall be performed by persons or entities licensed or otherwise authorized to perform applicable construction work or service in the State of California. All costs incurred in the preparation for rehabilitation of the Property shall be the responsibility and obligation solely of BORROWER. (c) For the performance of any construction work on the Property, BORROWER shall use contractors who are not on the Federal Debarred List and are appropriately licensed by, and in good standing with, the California State Contractor's License Board and shall ensure that the contractor and any successor thereto shall only contract with subcontractors which are so licensed. (d) BORROWER shall procure from all contractors and subcontractors of any tier all warranty documents, including warranties on all appliances and building components (such as roof, etc.) and all service manuals, and operating instructions pertaining to the Property. (e) Should BORROWER decide to employ a Prime Contractor to serve as a contractor of record for the project, BORROWER agrees that it shall not retain or hire any such contractor until CITY has provided written consent of such retentionihiring. BORROWER shall 14

286 obtain CITY's approval of all written contracts/agreements between BORROWER and contractor for work on the Property. (f) BORROWER shall submit to CITY certified payroll records for each and every contractor and subcontractor working on the rehabilitation of the Property, if applicable. Section 5.8 Scheduling and Extension of Time. It shall be the responsibility of BORROWER to coordinate and schedule the work to be performed so that commencement and completion of the rehabilitation will take place in accordance with the provisions of this NSP2 Loan Agreement. CITY may extend the time for commencement or completion ofthe rehabilitation in writing in its sole and absolute discretion. Any time extension granted to BORROWER to enable BORROWER to complete the work shall not constitute a waiver of any other rights of CITY under this NSP2 Loan Agreement or the Loan Documents. Section 5.9 Access. Inspections. No Dutv to Inspect. For purposes of assuring compliance with this NSP2 Loan Agreement, representatives of CITY shall have reasonable right of access to the Property to inspect all work, materials, material invoices and other relevant data pertaining to the development of the Project and maintenance and operation of the Project. CITY shall not have any affirmative duty to make any inspection, to make any investigation, or to supervise or inform BORROWER or any third party as to any aspect of the project development and shall not incur any liability for failing to do so. Any inspection, investigation, or review undertaken by CITY shall be solely to determine whether BORROWER is properly discharging its obligations to CITY and may not be relied upon by BORROWER or any third party. Once having undertaken any such inspection, investigation or review, CITY shall not incur any liability for failing to do so properly or for failing to complete the same. CITY owes no duty of care to BORROWER or any third party to protect against, or to inform BORROWER or any third party of any negligent, faulty, inadequate or defective design or construction of the Project. Section 5.10 BORROWER Not Relieved of Obligation. The fact that inspection, investigation or review of the design or construction of the development mayor may not have been made by CITY shall not relieve BORROWER or the contractor of any obligation that they may otherwise have to inspect the Property or to otherwise comply with the terms of this NSP2 Loan Agreement or the Loan Documents. Section 5.11 Rehabilitation Responsibilities. BORROWER shall be solely responsible for all aspects of conduct in connection with the rehabilitation of the Property, including, but not limited to, the supervision of construction work, 15

287 and the qualifications, financial conditions, and perfonnance of all architects, engineers, contractors, subcontractors, suppliers, consultants, and property managers and the accuracy of all applications for payment and the proper application of all disbursements. Any review or inspection undertaken by CITY with reference to the rehabilitation of the Property is solely for the purpose of determining whether BORROWER is properly discharging its obligations to CITY, and should not be relied upon by BORROWER or by any third parties as a warranty or representation by CITY as to the quality of the construction of the project. Section 5.12 Purchase of Materials under Title Retention Agreement. BORROWER shall not purchase or install or pennit to be purchased or installed any materials, equipment, fixtures, or other part of the project under any agreements or other arrangements wherein the supplier or seller reserves or purports to reserve the right to remove or repossess any such items or to consider them personal property after their incorporation into the project, unless authorized in writing by CITY. Section 5.13 Lead-Based Paint Responsibilities. (a) BORROWER shall be responsible and ensure compliance with the Lead- Based Poisoning Prevention Act (42 U.S.c. 4821, et seq. and amendments) as it applies. BORROWER is also responsible for testing and abatement activities with respect to construction and maintenance of the rehabilitation project. (b) BORROWER and its contractors and subcontractors shall not use leadbased paint in the development or construction of the Property. Section 5.14 Financial Accounting and Post-Completion Audits. BORROWER shall provide to CITY a financial accounting of all sources and uses of funds for the rehabilitation of the Property no later than sixty (60) days after rehabilitation of the Property is complete. Section 5.15 Mechanics Liens, Stop Notices, and Notices of Completion. (a) If any claim or lien is filed against the Property or a stop notice affecting the Loan is served on CITY or any other lender or other third party in connection with the Property, tben BORROWER shall, within twenty (20) days after such filing or service, either pay and fully discharge the lien or stop notice, effect the release of such lien or stop notice by delivering to CITY a surety bond in sufficient fonn and amount, or provide CITY with other assurance satisfactory to CITY that the claim or lien or stop notice will be paid or discharged. (b) If BORROWER fails to discharge any lien, encumbrance, charge, or claim in the manner required in this Section, then in addition to any other right or remedy, CITY may (but is under no obligation to) discharge such lien, encumbrance, charge, or claim at BORROWER's expense. Alternately, CITY may require BORROWER to immediately deposit 16

288 with CITY the amount necessary to satisfy such lien or claim and any costs, pending resolution thereof. CITY may use such deposit to satisfy any claim or lien that is adversely detennined against BORROWER. (c) BORROWER shall file a valid notice of cessation or notice of completion upon cessation of rehabilitation on tbe Property for a continuous period of thirty (30) days or more, and take all other reasonable steps to forestall the assertion of claims of lien against the Property. CITY may, but is not obligated to, record any notices of completion or cessation of labor, or any other notice that CITY deems necessary or desirable to protect its interest in the Property. Section 5.16 Discretion of CITY. CITY's execution of this NSP2 Loan Agreement in no way limits the discretion of CITY in the penn it and approval process in connection with any construction or improvement of the Property by BORROWER. SECTION 6. RENT AI. AND SALE OF THE PROPERTY. Section 6.1 Sale of the Property to a Oualified Homebuyer. Subject to Section 6.4 below, the Property shall be sold to a Qualified Homebuyer at the Sales Price pursuant to this NSP2 Loan Agreement, the MOU, and the NSP2 Regulatory Agreement. The sale of the Property to a Qualified Homebuyer shall be completed within twelve (12) months of the date of (INSERT: acquisition Q!: completion of rehabilitation] of the Property. Section 6.2 CITY Second Mortgage Documents. (a) To assist a Qualified Homebuyer in acquiring the Property, CITY shall convert the total principal amounts of the NSP2 Loan to a CITY Second Mortgage Loan. The CITY Second Mortgage Loan made to a Qualified Homebuyer shall be in an amount equal to twenty percent (20%) to fifty percent (50%) of the Sales Price, with the final amount of CITY Second Mortgage Loan to be detennined by CITY prior to the sale of the Property to the Qualified Homebuyer. In no event shall the total of all CITY contribution to the CITY Second Mortgage Loan exceed (i) fifty percent (50%) of the Sales Price or (ii) the outstanding principal balance of the NSP2 Loan. (b) Pursuant to the Homebuyer Note, the Qualified Homebuyer shall repay a portion or all of the City Second Mortgage Loan upon sale ofthe Property to a non-qualifying third-party during the Continued Affordability Period; (c) As a condition of purchase of the Property, the Qualified Homebuyer shall be required to execute CITY Second Mortgage Loan Documents. Within one hundred twenty 17

289 (120) days after the closing of the NSP2 Loan, CITY and BORROWER shall agree on the form of CITY Second Mortgage Loan Documents and the method of calculation of the amount of CITY Second Mortgage Loan. Section 6.3 Other Homebuyer Financing. Subject to prior approval by CITY, the Qualified Home Buyer shall secure the necessary private financing to purchase the Property at the Sales Price ("Approved Financing"). In no event shall the CITY Second Mortgage Loan and Approved Financing exceed the Sales Price for the Property. Section 6.4 Rental ofthe Property. Notwithstanding the provisions in this NSP2 Loan Agreement, BORROWER may elect to rent the Property to a Qualified Tenant. BORROWER shall provide written notice to CITY that it intends to rent the Property to a Qualified Tenant (the "Rental Notice"). Upon issuance of the Rental Notice, CITY and BORROWER may mutually agree in writing to rent the Property as follows: (b) The Property shall be rented to a Qualified Tenant pursuant to the term of a one-year lease, in a form approved by CITY. (c) BORROWER shall rent the Property only to Qualified Tenants during the Continued Affordability Period. (d) The Qualified Tenant shall pay no more than the Affordable Rent to BORROWER during the Continued Affordability Period. The Affordable Rent shall be used by BORROWER to pay maintenance costs and property taxes of the Property. Any remaining Affordable Rent following payment of the maintenance costs and property taxes of the Property shall be retained by BORROWER. (e) BORROWER shall be solely responsible for maintenance and repair of the Property in accordance with CITY policies until the expiration ofthe NSP2 Regulatory Agreement. (f) BORROWER shall be solely responsible for the payment of property taxes of the Property. In no event shall BORROWER permit a tax or delinquency lien to be secured against the Property. SECTION 7. LOAN REQUIREMENTS. BORROWER'S OBLIGATIONS AND CONDITIONS Section 7.1 Compliance with MOU. BORROWER shall comply with the terms of the MOU and any breach under the MOU, subject to the notice and cure periods set forth in Section 9 below, is a Default under this NSP2 18

290 Loan Agreement. The MOU is hereby incorporated into this NSP2 Loan Agreement by this reference. Section 7.2 Anti-Speculation Requirements. BORROWER recognizes and acknowledges the importance of developing and maintaining affordable rental housing and affordable home ownership housing for Eligible Households to the general welfare of the City of Modesto. BORROWER covenants and agrees, for itself and its successors, assigns and transferees that each Eligible Property will be used exclusively for the operation of affordable home ownership housing and affordable rental housing for Eligible Households in accordance with the NSP2 Regulatory Agreement and not for any form of speculation and landholding. BORROWER understands and agrees that, without the advance written consent of CITY, BORROWER is prohibited from selling, transferring, conveying or assigning an Eligible Property or any interest therein. Section 7.3 NSP2 Requirements. BORROWER shall comply with all applicable laws and regulations governing the use of the NSP2 Funds as set forth in the NSP2 Requirements. In the event of any conflict between this NSP2 Loan Agreement, the NSP2 Note, the NSP2 Deed of Trust, or the NSP2 Regulatory Agreement, the NSP2 Requirements shall govern. (a) The laws and regulations governing the use of the NSP2 Loan include (but are not limited to) the following: (i) Environmental and Historic Preservation. 24 C.F.R. Part 58, which prescribes procedures for compliance with the National Environmental Policy Act of 1969 (42 U.S.C ), and the additional laws and authorities listed at 24 C.F.R (ii) Applicability of OMB Circulars. The applicable policies, guidelines, and requirements ofomb Circulars Nos. A-87, A-I02, Revised, A-IIO, A-122, and A-B3. (iii) Debarred, Suspended or Ineligible Contractors. The prohibition on the use of debarred, suspended, or ineligible contractors set forth in 24 C.F.R. Part 24. Discrimination Acts. (iv) Civil Rights, Housing and Community Development. and Age (1) Compliance. BORROWER shall comply with the Fair Housing Act (42 U.S.C et ~.) and implementing regulations at 24 C.F.R. Part 100; Title VI of the Civil Rights Act of 1964 as amended; Title VIII of the Civil Rights Act of 1968 as amended; Section 104(b) and Section 109 of Title I of the Housing and Community Development Act of 1974 as amended; Section 504 of the Rehabilitation Act of 1973 (29 USC 794, et seq.); the Age Discrimination Act ofl975 (42 USC 6101, et seq.); Executive Order as amended by Executive Order and implementing regulations at 24 C.F.R. Part 19

291 107; Executive Order as amended by Executive Orders 11375, 12086, 11478, 12107; Executive Order as amended by Executive Order 12007; Executive Order 12432; Executive Order as amended by Executive Order (2) Non-Discrimination. BORROWER shall comply with the non-discrimination in employment and contracting opportunities laws, regulations and executive orders referenced in 24 C.F.R , as revised by Executive Order 13279, and the applicable non-discrimination provisions in Section 109 ofthe Housing and Community Development Act of 1974, and may not discriminate against any employee or applicant for employment because of race, color, creed, religion, ancestry, national origin, sex, disability, age, marital status, or status with regard to public assistance. BORROWER shall take affirmative action to ensure that all employment practices are free from such discrimination. Such employment practices include but are not limited to the following: hiring, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of payor other forms of compensation, and selection for training, including apprenticeship. BORROWER shall post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. (3) Land Covenants. This Agreement is subject to the requirements of Title VI of the Civil Rights Act of 1964 (P.L ) and 24 C.F.R In regard to the sale, lease, or other transfer of land acquired, cleared or improved with assistance provided under this NSP2 Loan Agreement, BORROWER shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination as herein defined, in the sale, lease or rental, or in the use or occupancy of such land, or in any improvements erected or to be erected thereon, providing that CITY and the United States are beneficiaries of and entitled to enforce such covenants. BORROWER, in undertaking its obligation to carry out the program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant, and will not itself so discriminate. (v) Lead-Based Paint. The requirement of the Lead-Based Paint Poisoning Prevention Act, as amended (42 U.S.c et seq.), the Resideutial Lead-Based Paint Hazard Reduction Act (42 U.S.C et seq.), and implementing regulations at 24 C.F.R. Part 35. (vi) Relocation. The requirements of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. 4601, et ~.), and implementing regulations at 49 C.F.R. Part 24 (as modified by the NSP2 Requirements); 24 C.F.R ; Section 104(d) of the Housing and Community Development Act of 1974 and implementing regulations at 24 C.F.R. 42 et seq.; and California Government Code Section 7260 et seq. and implementing regulations at 25 California Code of Regulations Sections 6000 et seq., relating to the acquisition and disposition of all real property purchased with NSP2 Funds, and to the permanent or temporary displacement of persons, businesses, nonprofit organizations and farms occurring as a direct result of any acquisition or rehabilitation of real property made with NSP2 Funds, and state and local relocation laws. If, and to the extent that the rehabilitation of the Property results in the permanent or temporary displacement of residential tenants, 20

292 homeowners, or businesses, then BORROWER shall comply with all applicable local, state, and federal statutes and regulations with respect to relocation planning, advisory assistance, and payment of monetary benefits. BORROWER shall prepare and submit a relocation plan to CITY for approval. BORROWER is solely responsible for payment of any relocation benefits to any displaced persons and any other obligations associated with complying with such relocation laws. BORROWER shall indemnify, defend (with counsel reasonably chosen by CITY), and hold harmless CITY, its council members, officers, representatives, agents, assigns and employees against all claims that arise out of relocation obligations to residential tenants, homeowners, or businesses permanently or temporarily displaced by the Property. The requirements in this subsection shall survive repayment of the NSP2 Loan and the reconveyance ofthe NSP2 Deed of Trust. (vii) Discrimination against the Disabled. The requirements of the Fair Housing Act (42 U.S.C et ~.) and implementing regulations at 24 C.F.R. Part 100; Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), and federal regulations issued pursuant thereto, which prohibit discrimination against the disabled in any federally assisted program, the requirements of the Architectural Barriers Act of 1968 (42 U.S.C ) and the applicable requirements of Title II and/or Title III of the Americans with Disabilities Act of 1990 (42 U.S.C et seq.), and federal regulations issued pursuant thereto.\ (viii) Clean Air and Water Acts. The Clean Air Act, as amended, 42 U.S.C et seq., the Federal Water Pollution Control Act, as amended, 33 U.S.C et seq., and the regulations of the Environmental Protection Agency with respect thereto, at 40 C.F.R. Part 1500, as amended from time to time. (ix) Uniform Administrative Requirements. If applicable, the requirements of applicable sections of24 C.F.R. Part 85, as amended from time-to-time, "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments" and 24 C.F.R regarding cost and auditing requirements. (x) Training Opportunities. The requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. l70lu ("Section 3"), requiring that to the greatest extent feasible opportunities for training and employment be given to lower income residents of the project area and agreements for work in connection with the project be awarded to business concerns which are located in, or owned in substantial part by persons residing in, the areas of the project. BORROWER agrees to include the following language in all subcontracts executed under this NSP2 Loan Agreement: (1) The work to be performed under this contract is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C u. The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD-assisted projects covered by Section 3, shall, to the greatest extent feasible, be directed to low- and very 21

293 low-income persons, particularly persons who are recipients ofhvd assistance for housing, (2) The parties to this contract agree to comply with HVD's regulations in 24 C.F.R. Part 135, which implement Section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the Part 135 regulations. (3) The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the contractor's commitments under this Section 3 clause; and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference; shall set forth minimum number and job titles subject to hire; availability of apprenticeship and training positions; the qualifications for each; the name and location ofthe person(s) taking applications for each of the positions; and the anticipated date tbe work shall begin. (4) The contractor agrees to include this Section 3 clause in every subcontract subject to compliance with regulations in 24 CF.R. Part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 C.F.R. Part 135. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CF.R. Part 135. (5) The contractor will certify that any vacant employment positions, including training positions, that are filled (l) after the contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of24 C.F.R. Part 135 require employment opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 C.F.R. Part 135. (6) Noncompliance with HUD's regulations in 24 CF.R. Part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. (7) With respect to work performed in connection with Section 3 covered Indian housing assistance, section 7(b) ofthe Indian Self-Determination and Education Assistance Act (25 V.S.C 450e) also applies to the work to be performed under this contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian 22

294 organizations and Indian-owned Economic Enterprises. Parties to this contract that are subject to the provisions of Section 3 and section 7(b) agree to comply with Section 3 to the maximum extent feasible, but not in derogation of compliance with section 7(b). (xi) Labor Standards. The labor requirements set forth in 24 C.F.R. Section ; the prevailing wage requirements of the Davis-Bacon Act and implementing rules and regulations (40 U.S.C ); the Copeland "Anti-Kickback" Act (40 U.S.C. 276( c» which requires that workers be paid at least once a week without any deductions or rebates except permissible deductions; the Contract Work Hours and Safety Standards Act CWHSSA (40 U.S.C ) which requires that workers receive "overtime" compensation at a rate of times their regular hourly wage after they have worked forty (40) hours in one (I) week; and Title 29, Code of Federal Regulations, Subtitle A, Parts I, 3 and 5 are the regulations and procedures issued by the Secretary of Labor for the administration and enforcement of the Davis-Bacon Act, as amended. (xii) Drug Free Workplace. The requirements of the Drug Free Workplace Act of 1988 (P.L ) and implementing regulations at 24 C.F.R. Part 24. (xiii) Anti-Lobbying; Disclosure Requirements. The disclosure requirements and prohibitions of31 U.S.C and implementing regulations at 24 C.F.R. Part 87. (xiv) Historic Preservation. The historic preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. Section 470) and the procedures set forth in 36 C.F.R. Part 800. Ifarcheological, cultural, or historic period resources are discovered during construction, all construction work must come to a halt and BORROWER shall immediately notify the County. BORROWER shall not shall alter or move the discovered material(s) until all appropriate procedures for "post-review discoveries" set forth in Section 106 ofthe National Historic Preservation Act have taken place, which include, but are not limited to, consultation with the California State Historic Preservation Officer and evaluation of the discovered material(s) by a qualified professional archeologist. (xv) Flood Disaster Protection. The requirements of the Flood Disaster Protection Act of 1973 (P.L ) (the "Flood Act"). No portion of the assistance provided under this NSP2 Loan Agreement is approved for acquisition or construction purposes as defined under Section 3(a) of the Flood Act, for use in an area identified by HUD as having special flood hazards which is not then in compliance with the requirements for participation in the national flood insurance program pursuant to Section 20 I (d) of the Flood Act. The use of any assistance provided under this NSP2 Loan Agreement for such acquisition or construction in such identified areas in communities then participating in the National Flood Insurance Program is subject to the mandatory purchase of flood insurance requirements of Section 102(a) of the Flood Act. If the Property is located in an area identified by HUD as having special flood hazards and in which the sale of flood insurance has been made available under the National Flood Insurance Act of 1968, as amended, 42 U.S.C et seq., the property owner and its successors or assigns must obtain and maintain, during the ownership of the Property, such flood 23

295 insurance as required with respect to financial assistance for acquisition or construction purposes under 'Section 102(s) of the Flood Act. Such provisions are required notwithstanding the fact that the construction on the Property is not itself funded with assistance provided under this NSP2 Loan Agreement. (xvi) Procurement. (I) Compliance. CITY has the right to require BORROWER to comply with any or all current CITY's NSP2 Policies and Procedures Manual concerning the purchase of equipment and shall maintain an inventory record of all non-expendable personal property (as defined by CITY policy) as may be procured with funds provided herein. All property assets (unexpended program income, property, equipment, etc.) shall revert to CITY upon termination of this NSP2 Loan Agreement. (2) OMB Standards. BORROWER shall procure materials in accordance with the requirements of 24 C.F.R and the procurement standards set forth in OMB Circular A-133, and shall subsequently follow the property standards, covering utilization and disposal of property, set forth in OMB Circular A-133. (xvii) Documentation and Record-Keeping. (I) Records to be Maintained. BORROWER shall maintain all records required by the federal regulations specified in 24 C.F.R. Part and the NSP2 Requirements, and satisfactory to CITY staff, and that are pertinent to the activities to be funded under this NSP2 Loan Agreement. Such records include but are not be limited to: undertaken; (A) Records providing a full description of each activity (B) Certification executed by BORROWER in substantially the same fonn as attached as Exhibit E, demonstrating that each activity undertaken meets one of the National Objectives of the CDBG and NSP2 Program; activities; (C) Records required to detennine the eligibility of (D) Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG and NSP2 assistance; (E) Records documenting compliance with the fair housing and equal opportunity components ofthe CDBG and NSP2 Program; (F) Records documenting compliance with the changes in use restrictions specified in 24 C.F.R. Part (for any properties that are retained). 24

296 (G) Records as required by 24 C.F.R. Part , 24 C.F.R and OMB Circular A-133; and (H) Other records necessary to document compliance with Subpart K of24 C.F.R. 570 and the NSP2 Requirements. (2) Insufficient Records. CITY shall notify BORROWER of any records it deems insufficient. BORROWER shall have thirty (30) calendar days after the receipt of such a notice to correct any deficiency in the records specified by CITY in such notice, or if a period longer than thirty (30) days is reasonably necessary to correct the deficiency, then BORROWER shall begin to correct the deficiency within thirty (30) days and correct the deficiency as soon as reasonably possible. (3) Retention of Records. BORROWER shall retain all financial records, supporting documents, statistical records, and all other records pertinent to services perfonned and expenditures incurred under this NSP2 Loan Agreement for a period of five (5) years after the tennination of all activities funded under this NSP2 Loan Agreement, or after the resolution of all litigation, claims, federal audits, negotiation or other actions that involve any of the records cited, whichever occurs later. BORROWER shall retain records for non-expendable property acquired with funds under this NSP2 Loan Agreement for five (5) years after final disposition of such property. Records for any displaced person must be kept for five (5) years after he/she has received final payment. (4) National Objectives. Pursuant to subsection (1)(B) above, BORROWER shall execute and submit to CITY a certification in substantially the same fonn as attached as Exhibit E, for approval by the City that the activities carried out with funds provided under this NSP2 Loan Agreement meet the low/moderate/middle income national objective under the NSP2 Program. (5) Close-Outs. BORROWER's obligation to CITY does not end until all close-out requirements are completed. Close-out period requirements include, but are not limited to: submission of close-out report; making final payments; disposing of property assets (including the return of all unused materials, equipment, unspent cash advances, program income balances, and receivable accounts to CITY); and detennining the custodianship of records. (6) Audits and Inspections. CITY shall notify BORROWER of any records it deems insufficient. BORROWER shall have fifteen (15) calendar days after the receipt of such a notice to correct any deficiency in the records specified by CITY in such notice, or if a period longer than fifteen (15) days is reasonably necessary to correct the deficiency, then BORROWER shall begin to correct the deficiency within fifteen (15) days and correct the deficiency as soon as reasonably possible. 25

297 (xviii) Hatch Act. BORROWER agrees that no funds provided, nor personnel employed under this NSP2 Loan Agreement, shall be in any way, or to any extent engaged, in the conduct of political activities in violation of 5 U.S.c. 15. (xix) Conflict of Interest. BORROWER agrees to abide by the provisions of24 C.F.R and 24 C.F.R with respect to conflicts of interest, which include (but are not limited to) the following: (I) BORROWER shall maintain a written code or standards of conduct that shall govern the performance of its officers, employees or agents engaged in the award and administration of contracts supported by federal funds. (2) In accordance with Government Code Section 1090 and the Political Reform Act, Government Code Section et 2lill., no person who is a director, officer, partner, trustee or employee or consultant of BORROWER, or immediate family member of any of the preceding, shall make or participate in a decision, made by CITY or a CITY board, commission or committee, if it is reasonably foreseeable that the decision will have a material effect on any source of income, investment or interest in real property of that person or BORROWER. Interpretation of this Section shall be governed by the definitions and provisions used in the Political Reform Act, Government Code Section et 2lill., its implementing regulations manual and codes, and Government Code Section (3) No employee, officer or agent of BORROWER shall participate in the selection, or in the award, or administration of, a contract supported by federal funds if a conflict of interest, real or apparent, would be involved. (4) BORROWER covenants that it presently has no financial interest and shall not acquire any financial interest, direct or indirect, which would conflict in any manner or degree with the performance of services required under this NSP2 Loan Agreement. BORROWER further covenants that in the performance of this NSP2 Loan Agreement no person having such a financial interest shall be employed or retained by BORROWER hereunder. (5) Except for approved eligible administrative or personnel costs, no person described in this subsection who exercises or has exercised any functions or responsibilities with respect to the activities funded pursuant to this NSP2 Loan Agreement or who is in a position to participate in a decision-making process or gain inside information with regard to such activities, may obtain a personal or financial interest or benefit from the activity, or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for themselves or those with whom they have family or business ties, during, or at any time after, such person's tenure. BORROWER shall exercise due diligence to ensure that the prohibition in this subsection is followed. The conflict of interest provisions of this subsection apply to any person who is an employee, agent, consultant, officer, or any immediate family member of such person, or any elected or appointed official of CITY, or any person related within the third (3 rd ) degree of such person. 26

298 (xx) Section 2304 Requirements. BORROWER shall comply with Section 2304 of Title III of Division B of the Housing and Economic Recovery Act of2008, which states that no NSP2 Funds may be distributed to: (a) an organization that has been indicted for a violation under federal law relating to an election for federal office; or (b) an organization that employs applicable individuals. An "applicable individual" means an individual who has been indicted for a violation under federal law relating to an election for federal office and is: (a) employed by the organization in a permanent or temporary capacity or is contracted or retained by the organization; or (b) acting on behalf of, or with the express or apparent authority of the organization. (xxi) Recovery of Capital Costs. BORROWER shall not attempt to recover any capital costs of public improvements assisted with CDBG or NSP2 Funds, including Section 108 loan guaranteed funds, by assessing any amount against properties owned and occupied by persons of low and moderate income, including any fee charged or assessment made as a condition of obtaining access to such public improvements. However, ifnsp2 Funds are used to pay the proportion of a fee or assessment attributable to the capital costs of public improvements (assisted in part with NSP2 Funds) financed from other revenue sources, an assessment or charge may be made against the Property Parcel with respect to the public improvement financed by a source other than CDBG or NSP2 Funds. (xxii) Subcontracts. (I) Approvals. BORROWER may not enter into any subcontracts in an amount greater than Ten Thousand Dollars ($10,000) with any entity or individual in the performance of this NSP2 Loan Agreement without the written consent of CITY prior to the execution of such subcontract. (2) Monitoring. BORROWER shall monitor all subcontracted services on a regular basis to assure contract compliance. BORROWER shall summarize the results of monitoring efforts in written reports that are supported by documented evidence of follow-up actions taken to correct any areas of noncompliance. (3) Content. BORROWER shall cause all of the provisions of this NSP2 Loan Agreement in its entirety to be included in and made a part of any subcontract executed in the performance of this NSP2 Loan Agreement. (4) Selection Process. BORROWER shall undertake to ensure that all subcontracts let in the performance of this NSP2 Loan Agreement are awarded on a fair and open competitive basis in accordance with applicable procurement requirements. BORROWER shall forward executed copies of all subcontracts to CITY along with documentation concerning the selection process. (xxiii) Lobbying. BORROWER hereby certifies that: 27

299 (I) No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any person for influencing or attempting to influence an officer or employee of CITY, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, or the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement; (2) If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of CITY, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions; (3) It will require that the following language be included in the award documents for all sub-awards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all sub-contractors shall certify and disclose accordingly: "This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S.C. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure." (4) This certification is a material representation offact upon which reliance was placed when this NSP2 Loan Agreement was made or entered into. Submission of this certification is a prerequisite for making or entering into this NSP2 Loan Agreement imposed by 31 U.S.C. Section Any person who fails to file the required certification will be subject to a civil penalty of not less than Ten Thousand Dollars ($10,000) and not more than One Hundred Thousand Dollars ($100,000) for such failure. (xxiv) Religious Organization. BORROWER agrees that funds provided under this NSP2 Loan Agreement will not be utilized for religious activities, to promote religious interests, or for the benefit of a religious organization in accordance with the federal regulations specified in 24 C.F.R ). (xxv) Buy American. BORROWER shall comply with Section 1605 of the NSP2 Act which offers government-wide guidance at 2 CFR 176, with regards to the Buy American Program and the responsibilities and compliance requirements connected thereto. BORROWER assumes responsibility for the acts of its employees and sub-contractors as they relate to the procurement of building materials in connection to the "Buy American" Program. 28

300 (xxvi) HUD Regulations. Any other HUD regulations present or as may be amended, added, or waived in the future pertaining to the NSP2 Loan funds. Section 7.4 Progress Reports. Until such time as BORROWER has sold the Property, BORROWER shall provide CITY with certified quarterly progress reports regarding the status of its acquisition, [INSERT, if applicable: rehabilitation 1, rental, and sale. Section 7.5 Environmental Indemnity. As an inducement to CITY to enter into this NSP2 Loan Agreement, BORROWER agrees that from and after the close of escrow for purchase of the Property, BORROWER assumes the risk of and agrees to indemnify and hold CITY harmless, and to defend CITY against and from any and all claims, liabilities, judgments, damages, losses, administrative actions, litigation, response costs, penalties, expenses (including without limitation costs and attorneys fees), or demands CITY might otherwise incur to any party, including any applicable federal, state or local governmental body which relate to the existence, presence, storage, lease, discharge, emission or disposal of hazardous and toxic materials or otherwise harmful substances of any kind whatsoever on, under or above the property or which corne into contact with the property and affect other properties, regardless of when such condition carne into existence. This indemnification shall attach and bind BORROWER under BORROWER's ownership of the Property and shall also serve, as between CITY and BORROWER, to fully insulate CITY from liability and responsibility under any future third party ownership of the Property to the fullest extent under applicable law. Section 7.6 Inspections. Right of Access. For purposes of assuring compliance with the Loan Documents, authorized representatives and agents of CITY shall have reasonable right of access to the Property, without charges or fees, to conduct inspection of the use, operation and maintenance of the Property. Section 7.7 Prohibition Against Transfer and Assignment of Agreement (a) For purposes of this NSP2 Loan Agreement, "Transfer" means any sale, assignment, or transfer, whether voluntary or involuntary, of (i) any rights and/or duties under this NSP2 Loan Agreement, and/or (ii) any interest in the Property, including (but not limited to) a fee simple interest, a joint tenancy interest, a life estate, a partnership interest, a leasehold interest, a security interest, or an interest evidenced by a land contract by which possession of the Property is transferred and BORROWER retains title. The term "Transfer" excludes the sale to a Qualified Homebuyer or lease to a Qualified Tenant of the Property in compliance with the NSP2 Regulatory Agreement. 29

301 (b) No Transfer is pennitted without the prior written consent of CITY, which CITY may withhold in its sole discretion. The NSP2 Loan will automatically accelerate and be due in full upon any Transfer made without the prior written consent of CITY. (c) In the absence of specific written agreement by CITY, no Transfer or the approval thereof by CITY, shall be deemed to relieve BORROWER or any other party from any obligations under this NSP2 Loan Agreement. (d) BORROWER acknowledges and understands in the event of a Transfer, without advance written consent of CITY, any proceeds received in excess of the unpaid balance of the NSP2 Loan is subject to recapture by CITY pursuant to regulations governing NSP2 funds. Section 7.8 Obligation to Refrain from Discrimination. BORROWER covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property or any part thereof, that there shall be no discrimination against or segregation of any person, or group of persons on account of race, color, creed, religion, sex, age, marital status, ancestry, national origin, physical handicap or other arbitrary factor in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property or any part thereof, nor shall BORROWER itself or any person claiming under or through it establish or penn it any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property or any part thereof. The foregoing covenants shall run with the land and shall remain in effect in perpetuity. The NSP2 Regulatory Agreement shall contain appropriate reference and provision to carry out the purpose of this Section. Section 7.9 Maintenance of the Property. (a) BORROWER agrees to maintain the improvements and landscaping on the Property in a clean and orderly condition and in good condition and repair and keep the Property free from any accumulation of debris and waste materials If there arises a condition in contravention of this requirement, and if BORROWER has not cured such condition within thirty (30) days after receiving a CITY notice of such a condition, then in addition to any other rights available to CITY, CITY may perfonn all acts necessary to cure such condition, and to establish or enforce a lien or other encumbrance against the Property, subject to the provisions provided in subsection (b) below. (b) Subject to the requirements of senior lenders, and if economically feasible in CITY's judgment after consultation with BORROWER, if any improvement now or in the future on the Property is damaged or destroyed, then BORROWER shall, at its cost and expense, diligently undertake to repair or restore such improvement consistent with the plans and specifications approved by CITY with such changes as have been approved by CITY. Such work or repair is to be commenced no later than the later of one hundred twenty (120) days, or such longer period approved by CITY in writing, after the damage or loss occurs or thirty (30) 30

302 days following receipt of the insurance proceeds, and is to be complete within one (1) year thereafter. Any insurance proceeds collected for such damage or destruction are to he applied to the cost of such repairs or restoration and, if such insurance proceeds are insufficient for such purpose, then BORROWER shall make up the deficiency. If BORROWER does not promptly make such repairs then any insurance proceeds collected for such damage or destruction are to be promptly delivered by BORROWER to CITY as a special repayment of the Loan, subject to the rights of any senior lenders, if any. Section 7.10 Books and Accounts. BORROWER shall maintain complete books of accounts and other records for the project and for the use of the Loan Funds; including, but not limited to, records of preliminary notices, lien releases, invoices, receipts and certificates of insurance pertaining to the contractor and each subcontractor; and the same shall be available for inspection and copying by CITY upon reasonable notice to BORROWER. Section 7.11 Fees and Taxes. BORROWER is solely responsible for payment of all fees, assessments, taxes, charges, and levies imposed by any public authority or utility company with respect to the Property, and shall pay such charges prior to delinquency. However, BORROWER is not required to pay and discharge any such charge so long as 0) the legality thereof is being contested diligently and in good faith and by appropriate proceedings, and (ii) if requested by CITY, BORROWER deposits with CITY any funds or other forms of assurance that the County in good faith from time to time determines appropriate to protect CITY from the consequences of the contest being unsuccessful. Section 7.12 Notice of Litigation. BORROWER shall promptly notify CITY in writing of any litigation that has the potential to materially affect BORROWER or the Property and of any claims or disputes that involve a material risk of such litigation. Section 7.13 Insurance Requirements. BORROWER shall provide at its own expense and maintain at all times through the term of the NSP2 Note, an all-risk property insurance policy with an insurance company licensed in the State of California insuring the Property in an amount equal to the full replacement value of the structures on the Property. The policy shall name CITY as loss payee and shall contain a statement of obligation on behalf of the insurer to notify CITY of any material change, cancellation or termination of coverage at least thirty (30) days in advance of the effective date of such material change, cancellation or termination. The notices required by the preceding sentence shall be given to the Risk Manager of the City of Modesto by certified mail, return receipt requested. BORROWER shall deliver a copy of the certificate of insurance and loss payee endorsement to the Risk Manager of the City of Modesto within (30) days of the Effective Date, and BORROWER shall annually deliver a copy of the certificate of insurance and a loss 31

303 payee endorsement, signed by an authorized agent of the insurer setting forth the general provisions of coverage. In addition, BORROWER shall provide at its own expense and maintain at all times through the term of the Note, the following insurance with insurance companies licensed in the State of California and shall provide written evidence of such insurance to the Risk Manager of the City of Modesto no later than the Effective Date, and annually thereafter within thirty (15) days of the renewal of such policies. The policies or certificates thereof shall provide that thirty (30) days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the City of Modesto by certified mail, return receipt requested, for all of the following stated insurance policies: (a) General Liability insurance with a minimum limit of liability per occurrence of $1,000, for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shah apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. This insurance shall indicate on the certificate of insurance the following coverages and indicate the policy aggregate limit applying to: premises and operation; broad form contractual; independent consultants and subcontractors; products and completed operations as applicable. (b) Worker's Compensation insurance in compliance with the statutes ofthe State of California, plus employer's liability with a minimum limit ofliability of $1,000, (c) Automobile Liability insurance with a minimum limit of liability per occurrence of$i,ooo,ooo.oo for bodily injury and property damage. This insurance shall cover any automobile used in the course and scope of BORROWER's business for bodily injury and property damage. (d) Except for Workers Compensation, each policy of insurance shall name CITY, its agents, officers and employees as an additional insured. BORROWER shall provide CITY with separate endorsements evidencing proof of CITY's additional insured status as to both the general liability and automobile liability insurance policies. In addition, BORROWER shall provide CITY with a Workers Compensation SUbrogation waiver by way of a separate endorsement. All endorsements referenced above must include the applicable policy number. BORROWER shall deliver all certificates of the existence of insurance, loss payee endorsements and additional insured certificates to the Risk Manager of CITY on or before the Effective Date, and annually thereafter within thirty (30) days of the renewal of such policies, signed by an authorized agent of the insurance carrier setting forth the general provisions of coverage. BORROWER's insurance policies shall include a provision that the coverage is primary as respects to CITY and shall include no special limitations to coverage provided to additional insured; and shall be placed with insurer(s) with acceptable Best's rating of A:VII or with approval of the Risk Manager. 32

304 If at any time any of said policies shall be unsatisfactory to CITY, as to form or substance, or if a company issuing such policy shall be unsatisfactory to CITY, the BORROWER shall promptly obtain a new policy, submit the same to the Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure ofthe BORROWER to furnish, deliver or maintain such insurance and certificates as above provided, this NSP2 Loan Agreement, at the election of CITY, may be forthwith declared suspended or terminated. Failure of the BORROWER to obtain and/or maintain any required insurance shall not relieve the BORROWER from any liability under this NSP2 Loan Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the BORROWER concerning indemnification. The CITY, its agents, officers, employees and volunteers shall be named as an additional insured on all the insurance policies required herein, except the Workers Compensation. The Workers Compensation insurer shall agree to waive all rights of subrogation against CITY, its agents, officers, employees and volunteers for losses arising from work performed by BORROWER for CITY or in relation to the project. For any claims related to the Property or the rehabilitation or operation of the Property, BORROWER's insurance coverage shall be primary insurance as respects CITY, its agents, officers, employees and volunteers. Any insurance or self-insurance maintained by CITY, its officers, employees or volunteers shall be excess of the BORROWER's insurance and shall not contribute with it. Failure of BORROWER to obtain and/or maintain any required insurance shall not relieve BORROWER from any liability under this NSP2Loan Agreement nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of BORROWER relating to indemnification. SECTION 8. REPRESENTATIONS, WARRANTIES AND CERTIFICATIONS. BORROWER represents, warrants, and certifies to CITY as follows: Section 8.1 Organization. BORROWER is duly organized, validly existing and in good standing under the laws of the State of California and has the power and authority to own, [INSERT, if applicable: rehabilitate], operate and maintain the Property. Section 8.2 Authority of BORROWER. BORROWER has full power and authority to execute and deliver this NSP2 Loan Agreement, the Regulatory Agreement all other Loan Documents or instruments executed and delivered, or to be executed and delivered, pursuant to this NSP2 Loan Agreement, and to perform and observe the terms and provisions of all of the above. Section 8.3 Authority of Persons Executing Documents. The Loan documents and all documents or instruments executed and delivered, or to be executed and delivered, pursuant to this NSP2 Loan Agreement, have been executed and delivered by persons who are duly authorized to execute and deliver the same for and on behalf of BORROWER. All actions required under BORROWER's organizational documents and applicable governing law for the 33

305 authorization, execution, delivery and performance of this NSP2 Loan Agreement, the other Loan Documents and all documents or instruments executed and delivered, or to be executed and delivered, pursuant to this NSP2 Loan Agreement, have been duly taken. Section 8.4 Valid Binding Agreements. The Loan Documents and all documents or instruments executed and delivered pursuant to or in connection with this NSP2 Loan Agreement constitute or, if not yet executed or delivered, will when so executed and delivered, constitute legal, valid and binding obligations of BORROWER, enforceable against BORROWER in accordance with their respective terms. Section 8.5 No Breach of Law or Agreement. None of the execution or delivery ofthe Loan Documents or of any document or instrument executed and delivered, or to be executed or delivered, pursuant to this NSP2 Loan Agreement, or the performance of any provision, condition, covenant or other term hereof or thereof, will conflict with or result in a breach of any statute, rule or regulation, or any judgment, decree or order of any court, board, commission, or agency whatsoever binding on BORROWER or any provision ofthe organizational documents of BORROWER, will conflict with or constitute a breach of or a default under any agreement to which BORROWER is a party, or will result in the creation of imposition of any lien upon any assets or property of BORROWER, other than the liens approved by CITY. Section 8.6 Compliance with Laws: Consents and Approvals. BORROWER will comply with all applicable laws, ordinances, rules and regulations of federal (including, but not limited, to the HUD Housing Quality Standards pursuant to 24 C.F.R , Section 504 of the Rehabilitation Act of 1973 as amended and the American with Disabilities Act of 1992), state and local governments and agencies having jurisdiction over either BORROWER or the Property and with all applicable directions, rules and regulations of the fire marshal, health officer, building inspector and other officers of any such government or agency including, but not limited, to the HUD Housing Quality Standards pursuant to 24 C.F.R , 24 C.F.R and Section 504 of the Rehabilitation Act of 1973 as amended and the American with Disabilities Act of Section 8.7 Permits. All permits, consents, permissions and licenses required by any federal, state or local government or agency to which BORROWER or the Property is subject, which may be necessary in relation to this NSP2 Loan Agreement or the development, construction, operation or ownership ofthe Property, at, prior, or subsequent to the commencement of construction, have been, or will be, obtained, and none of such consents, permissions and licenses are subject to appeal or to conditions which have not been met. Section 8.8 Pending Proceedings. BORROWER is not in default under any law or regulation or under any order of any court, board, commission or agency whatsoever, and there are no claims, actions, suits or proceedings pending or, to the knowledge of BORROWER, threatened against or affecting BORROWER or the Property, at law or in equity, before or by any court, board, commission or agency whatsoever which might, if determined adversely to BORROWER, materially affect BORROWER's ability to rehabilitate or operate the Property or repay the loan or impair the security to be given to CITY pursuant hereto. 34

306 Section 8.9 Hazardous Materials. BORROWER shall perform a due diligence review of the condition of the Property including a review to disclose the possible existence of asbestos, lead, and toxic or hazardous materials prior to the acquisition of the Property. Section 8.10 Violations of Law. BORROWER is not presently disbarred, suspended, proposed for debarment, declared ineligible, or involuntarily excluded from covered transactions (see Title 24 C.F.R.24 ) by any federal department or agency; has not within a three (3) year period preceding this NSP2 Loan Agreement, been convicted of or had a civil judgment rendered against it for commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property; is not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state or local) with commission or any of the offenses enumerated in this paragraph; and has not within a three (3) year period preceding this NSP2 Loan Agreement had one or more public transactions (federal, state or local) terminated for cause or default. Section 8.11 Adequacy of Loan. The amount of the Loan, together with any funds to be provided by BORROWER or to BORROWER from any other source, is adequate to purchase the Property and complete rehabilitation thereof in accordance with this NSP2 Loan Agreement. BORROWER will be responsible for all construction and operational costs greater than the NSP2Loan. Section 8.12 A vailabilitv of Utilities. All utilities necessary for the operation of the Property are available at or within the boundaries of the Property and all steps necessary to assure that such utility services will be available upon occupancy. Section 8.l3 Title to Property. Upon recordation of the NSP2 Deed of Trust, BORROWER shall have good and marketable title to the Property. Section 8.14 Eligible Property. The Property is an Eligible Property as defined in the MOU and as required by regulations and laws governing receipt and use ofnsp2 Loan funds. SECTION 9. EVENT OF DEFAULT. The occurrence of any of the following shall constitute an "Event of Default" under this NSP2 Loan Agreement and the NSP2 Loan Documents, following notice to BORROWER by CITY, specifying (a) the applicable event; (b) the action required to cure the default; and (c) a date, which shall not be fewer than thirty (30) days after the date of notice is mailed to BORROWER, by which such action must be taken by BORROWER to cure the default, unless CITY extends the cure period. (a) Performance of Obligations. BORROWER's default under any of the Loan Documents, or BORROWER's failure to perform its obligations under this NSP2 Loan Agreement within the cure period. 35

307 (b) Sale of Property. BORROWER sells the Property to a person who is not a Qualified Homebuyer. (c) Rental of Property. BORROWER rents the Property to a person who is not a Qualified Tenant. (d) Transfer. BORROWER sells, transfers, conveys, assigns, encumbers or leases the Property, or any part thereof, without written consent of CITY. (e) Insurance. BORROWER fails to obtain or maintain insurance coverage as required and specified in Section (f) to the Property. Liens. Attachment of an involuntary lien or liens of any kind or character (g) Representation and Warranties. Any of BORROWER's representations, warranties or certifications herein were untrue when made by BORROWER and cease to be true thereafter; (h) Voluntary Bankruptcy; Insolvency; Dissolution. BORROWER's (i) filing of a petition for relief under any state or federal law regarding bankruptcy, reorganization or other relief to debtors; (ii) filing any pleading in any involuntary proceeding under any state or federal law regarding bankruptcy, reorganization or other relief to debtors which admits the jurisdiction of the court or the petition's material allegations regarding BORROWER's insolvency; (iii) making a general assignment for the benefit of creditors; (iv) applying for, or the appointment of, a receiver, trustee, custodian or liquidator of BORROWER, or any of its properties; (v) inability or admission in writing of its inability to pay debts as they are due; or (6) filing by BORROWER of a petition seeking the liquidation or dissolution of BORROWER or the commencement of any other procedures to liquidate or dissolve BORROWER; or (i) Involuntary Bankruptcy. BORROWER's failure to effect a full dismissal of any involuntary (i) petition under any state or federal law regarding bankruptcy., reorganization or other relief to debtor; (ii) proceeding for the appointment of a receiver, trustee or liquidator for BORROWER or all or a material part of the assets of BORROWER; or (iii) petition or proceeding under other state or federal law regarding bankruptcy, reorganization or other relief to debtors that is filed against BORROWER. SECTION 10. NOTICE OF DEFAULT. Upon the occurrence of an Event of Default, CITY shall give BORROWER written Notice of Default by specifying: default; and (a) The nature of the event, deficiency or noncompliance giving rise to tbe 36

308 (b) The action required to cure the default if action to cure is possible; and (c) A date, which shall be not fewer than thirty (30) calendar days from the date the written notice of default was provided to BORROWER, by which such action to cure must be taken. CITY, in its reasonable discretion, may provide additional time to cure if BORROWER has commenced and is diligently pursuing a cure in good faith. If BORROWER fails to take corrective action to cure the default within the time specified, CITY may, without further notice, seek any remedies available under this MOU or applicable law. SECTION 11. DEFAULT REMEDIES. On the happening of an Event of Default under Section 9 of this NSP2 Loan Agreement, and the expiration of the applicable cure period, CITY's obligation to disburse proceeds of the NSP2 Loan shall terminate and CITY shall have the right to either apply all or part of the remaining proceeds of the NSP2 Loan to payment of accrued interest and principal due under any obligations of BORROWER hereunder. On the happening of an Event of Default, and the expiration of the applicable cure period, CITY may, in addition to other rights and remedies permitted by the NSP2 Loan Agreement or applicable law, proceed with any or all of the following remedies in any order or combination CITY may choose in its sole discretion: (a) Terminate this NSP2 Loan Agreement in which event the entire unpaid principal amount under the NSP2 Note shall immediately become due and payable at the option of CITY; or (b) Bring an action in equitable relief seeking specific performance by BORROWER of the terms and conditions ofthis NSP2 Loan Agreement or enjoining, abating, or preventing any violation of said terms and conditions of this MOU or seeking declaratory relief; or (c) Institute legal action to cure, correct or remedy any default, to recover damages for any default or to obtain any other remedy consistent with the purpose of this NSP2 Loan Agreement; or (d) Initiate and pursue any private and/or judicial foreclosure action allowed under applicable law and the owner of sale provision in the NSP2 Deed of Trust; or (e) Compel BORROWER to convey and transfer the Property to CITY in exchange for the cancelation of BORROWER's obligation to repay the unpaid balance ofnsp2 Note; or (f) Pursue any other remedy allowed at law or equity. 37

309 Nothing in this section is intended or shall be construed as precluding CITY from proceeding with a non-judicial foreclosure under the power of sale contained in the NSP2 Deed of Trust in the event of default by BORROWER or its assignee. SECTION 12. LEGAL ACTION OR OTHER ACTION TO ENFORCE AGREEMENT OR SEEK REMEDY. In the event any party to this NSP2 Loan Agreement institutes a lawsuit or other action to enforce or interpret any part of this NSP2 Loan Agreement or the Loan Documents, or to seek a remedy for any breach of any Loan Document, the prevailing party shall recover, in addition to any other remedies, all costs of suit, including reasonable attorneys fees (to include the reasonable costs of in-house attorneys) and costs. SECTION 13. NOTICES. All notices pursuant to this NSP2 Loan Agreement shall be in writing and served on the other party (a) by personal delivery or (b) by certified mail, return receipt requested, to the respective addresses as set forth below. Receipt shall be deemed to have occurred on the date shown on a written receipt as the date of delivery or refusal of delivery (or attempted delivery if undeliverable). By Personal Delivery: City of Modesto Parks, Recreation & Neighborhoods Department Attn: Director of Parks, Recreation, & Neighborhoods 1010 Tenth Street, Suite 4400 Modesto, CA By Mail: City of Modesto Parks, Recreation and Neighborhoods Department PO Box 642 Modesto, CA Attn: Director of Parks, Recreation, & Neighborhoods BORROWER: By Personal Delivery or Mail: Housing Authority of the County of Stanislaus 1701 Robertson Road Modesto, CA Attn: Executive Director 38

310 SECTION 14. INDEMNIFICATION. BORROWER shall indemnify and hold CITY and its officers, agents, officials, and employees free and harmless against any losses, damages, liability, claims, demands,judgments, actions, court costs, and legal or other expenses (including attorney's fees) which arise out of or in connection with this NSP2 Loan Agreement or the acquisition, use or operation of the Property. This indemnity obligation shall not extend to any claim arising from the gross negligence or willful misconduct of CITY, its officers, agents, officials and employees. The provisions of this section shall survive the expiration of the term of this NSP2 Loan Agreement. SECTION 15. PUBLICITY. Any publicity generated by BORROWER for the Property funded herein during the term ofthis NSP2 Loan Agreement and for one year thereafter, shall make reference to the contribution of CITY in making the project possible. The words "City of Modesto, Parks, Recreation and Neighborhoods Department" shall be explicitly stated in any and all pieces of publicity, including, but not limited to, flyers, press releases, and posters. SECTION 16. SUCCESSORS AND ASSIGNS. The terms of this NSP2 Loan Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties. SECTION 17. RELATIONSHIP OF PARTIES. The relationship of BORROWER and CITY under the Loan Documents, is, and shall at all times remain, solely that of borrower and lender. CITY neither undertakes nor assumes any responsibility or duty to BORROWER or to any third party with respect to the Property, except expressly provided in the Loan Documents. Nothing contained in this NSP2 Loan Agreement shall be interpreted or understood by any of the parties, or by any third person, as creating the relationship of employer and employee, principal and agent, limited or general partnership, or joint venture between CITY and BORROWER or its agents, employees or contractors. Except as CITY may specify in writing, BORROWER shall have no authority to act as an agent of CITY or to bind CITY to any obligation. SECTION 18. AMENDMENTS. This NSP2 Loan Agreement, including other Loan Documents, shall not be altered or amended except in writing, signed by the parties. Any amendment or addendum to the Loan Documents shall expressly refer to the Loan Document being amended. BORROWER agrees that any other agreement entered into by BORROWER relating to the performance of this NSP2 Loan Agreement shall be subject to the written approval of CITY. SECTION 19. NON-LIABILITY OF OFFICIALS, EMPLOYEES AND AGENTS. 39

311 Section 19.1 No member, official, employee or agent of CITY shall be personally liable to BORROWER in the event of any default or breach by CITY or for any amount that may become due to BORROWER or any obligation under the terms of this NSP2 Loan Agreement. Section 19.2 No member, official, employee or agent of BORROWER shall be personally liable to CITY the event of any default or breach by BORROWER or for any amount that may become due to CITY or any obligation under the terms of this NSP2 Loan Agreement. SECTION 20. GOVERNING LAW. The Loan Documents shall be governed by, and construed in accordance with, the laws of the State of California, except to the extent preempted by federal laws. SECTION 21. VENUE. Should either party institute suit or arbitration for enforcement or interpretation of any provision contained herein, the venue of such action shall be in Stanislaus County, California. SECTION 22. SEVERABILITY. If any provision of the Loan Documents shall be determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that portion shall be deemed severed from the Loan Documents and the remaining parts shall remain in full force as though the invalid, illegal or unenforceable portion had never been part of the Loan Documents. SECTION 23. RIGHTS CUMULATIVE. NO WAIVER. All CITY's rights and remedies provided in the Loan Documents, granted by law or otherwise, are cumulative and, except as provided herein, may be exercised by CITY at any time. Any waiver by CITY of any obligation or condition in this NSP2 Loan Agreement must be in writing and shall be limited to its specific terms. No waiver will be implied from any delay or failure by CITY to take action on any breach or default of BORROWER or to pursue any remedy allowed hereunder or applicable law. Any extension of time granted to BORROWER to perform any obligation hereunder shall not operate as a waiver or release from any of its obligations under this NSP2 Loan Agreement. Consent by CITY to any act or omission by BORROWER shall not be construed to be a consent to any other or subsequent act or omission or to waive the requirement for CITY's written consent to future waivers. SECTION 24. TITLE OF PARTS AND SECTIONS. Any titles of the sections or subsections of this NSP2 Loan Agreement are inserted for convenience of reference only and shall be disregarded in interpreting any part of the Agreement's provisions. 40

312 SECTION 25. LANGUAGE CONSTRUCTION. The language of each and all paragraphs, tenns andlor provisions of this NSP2 Loan Agreement, shall, in all cases and for any and all purposes, and in any way and all circumstances whatsoever, be construed as a whole, according to its fair meaning, and not for or against any party hereto and with no regard whatsoever to the identity or status of any person or persons who drafted all or any portion of this NSP2 Loan Agreement. SECTION 26. AUTHORITY OF THE F ARTIES. Each individual executing this NSP2 Loan Agreement on behalf of the respective parties represents and warrants that he/she is duly authorized to execute this NSP2 Loan Agreement on behalf of the respective parties. SECTION 27. NO THIRD F ARTIES BENEFITTED. No person other than CITY and BORROWER and their pennitted successors and assigns shall have any right of action under any of the Loan Docwnents. SECTION 28. F ARTIES BOUND; COYENANTS RUNNING WITH THE LAND; EFFECT AND DURATION OF COYENANTS. Except as otherwise limited herein, the provisions of this NSP2 Loan Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, legal representatives, successors, transferees, and all assigns. SECTION 29. NO ENCUMBRANCES. Save and except the NSP2 Deed of Trust, BORROWER shall not create, pennit, file or record against the Property without the prior written consent ofclty any deed of trust lien or other lien, inferior or superior to the lien of the NSP2 Deed of Trust in favor of CITY, other than liens for taxes not yet due and payable. Any transaction in violation of this Section 30 will cause all indebtedness, irrespective of the maturity dates, at the option of CITY and without demand or notice, to be immediately due and payable to CITY. SECTION 30. AFFROV AL OF CITY COUNCIL. This NSP2 Loan Agreement shall not be binding until approved by the City Council of the City of Modesto, as evidenced by a resolution adopted by the City Council. SECTION 31. FORCE MAJEURE. 41

313 In addition to specific provisions of this NSP2 Loan Agreement, performance by either Party will not be deemed to be in default where delays or defaults are due to war; insurrection; strikes; lock-outs; riots; floods; earthquakes; fires; quarantine restrictions; freight embargoes; lack of transportation; or court order; or any other similar causes (other than lack of funds of BORROWER or BORROWER's inability to finance the rehabilitation of the Property) beyond the control or without the fault of the Party claiming an extension of time to perform. An extension of time for any cause will be deemed granted if notice by the Party claiming such extension is sent to the other within ten (10) days from the commencement of the cause and such extension of time is not rejected in writing by the other Party within ten (10) days of receipt of the notice. In no event is CITY required to agree to cumulative delays in excess of one hundred eighty (180) days. SECTION 32. MULTIPLE ORIGINALS; COUNTERPART. This NSP2 Loan Agreement may be executed in multiple originals, each of which is deemed to be an original, and may be signed in counterparts. SECTION 33. ENTIRE AGREEMENT. This NSP2 Loan Agreement, and any exhibits attached hereto or documents referred to herein, constitute the sole and entire Agreement of the parties hereto with respect to the matters herein and correctly sets forth the rights, duties, and obligations of each to the other as of the date first written above. SECTION 34. TIME. Time is the essence of each item of the Loan Documents. [SIGNATURES ON NEXT PAGE] 42

314 IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this NSP2 Loan Agreement by its City Manager and attestation by its City Clerk by Resolution No_ adopted by the Council on the day of, 2012, and BORROWER has caused this NSP2 Loan Agreement to be duly executed_ CITY OF MODESTO, a municipal corporation GREG NYHOFF City Manager Date, ATTEST: I-IOUSING AUTHORITY OF THE COUNTY OF STANISLAUS By Name: Title: By Name: Title: By STEPHANIE LOPEZ City Clerk (SEAL) APPROVED AS TO LEGAL FORM: SUSANA ALCALA WOOD, City Attorney By, RICHARD B_ EVANS Senior Deputy City Attorney APPROVED AS TO RISK MANAGEMENT: By MARY AKIN, Risk Manager 43

315 EXHIBIT A Legal Description of Property

316 EXHIBITB Project Budget

317 EXHIBITC Project Timeline C-l

318 EXHIBITD City of Modesto Neighborbood Stabilization Program 2 Memorandum of Understanding

319 EXHIBlTE NSP2 National Objectives Certification

320 Free recording in accordance with California Government Code 6103 and RECORDING REQUESTED BY AND WHEN RECORDED, PLEASE RETURN TO: City of Modesto Parks, Recreation and Neighborhoods Department th Street P. O. Box 642 Modesto, CA NO FEE SPACE ABOVE TIDS LINE FOR RECORDER'S USE CITY OF MODESTO NEIGHBORHOOD STABILIZATION PROGRAM 2 REGULATORY AGREEMENT (NSP2 Regulatory Agreement) This CITY OF MODESTO NEIGHBORHOOD STABILIZATION PROGRAM 3 REGULATORY AGREEMENT (the "NSP2 Regulatory Agreement) is entered into this~~ day of~~~, 20 " by and between the CITY OF MODESTO, a municipal corporation of the State of California (the "CITY") and HOUSING AUTHORITY OF THE COUNTY OF STANISLAUS, a California public entity (the "BORROWER") with reference to the following: RECITALS A. WHEREAS, CITY and BORROWER are concurrently with the execution herewith entering into that certain City of Modesto Neighborhood Stabilization Program 2 Loan I 1669\02\

321 Agreement of even date herewith (the "NSP2 Loan Agreement") which is incorporated herein by reference. B. WHEREAS, CITY desires to increase the supply of affordable ownership and rental housing for Very Low Income Households, Low Income Households, and Middle Income Households in the City of Modesto. C. WHEREAS, pursuant to the NSP2 Loan Agreement, CITY has made a loan to BORROWER in the sum of (.--:J ("NSP2 Loan") for the purpose of assisting BORROWER in the purchase [INSERT, if applicable: and rehabilitation] of certain real property located in the City of Modesto, County of Stanislaus, State of California (the "Property") as more fully described in Exhibit "A" attached hereto. D. WHEREAS, the Property is being purchased [INSERT, if applicahle: and rehabilitated} by BORROWER for the sole purpose of selling the Property at an affordable cost to a qualified Very Low Income Household, Low Income Household, or Middle Income Household, also referred to as a Qualified Homebuyer, or upon mutual agreement by BORROWER and CITY, BORROWER may rent the Property as affordable rental housing to a qualified Very Low Income Household, Low Income Household, or Middle Income Household, also referred to as a Qualified Tenant. E. WHEREAS, it is the intent of the parties hereto that the Property remain affordable and available exclusively to a qualified Very Low Income Household, Low Income Household, or Middle Income Household for an affordability period of no less than twenty (20) consecutive years from the close of escrow on the sale of the Property by BORROWER to a Qualified Homebuyer or in the event BORROWER is unable to sell the Property to a Qualified Homebuyer pursuant to the NSP2 Loan Agreement, the date this Regulatory Agreement is \

322 recorded against the Property. This shall be known as the "Continued Affordability Period." F. WHEREAS, as a condition of receiving NSP2 Loan, BORROWER must agree to place specified restrictions upon the use and transfer of the Property (24 CFR Sec and ). It is the intent of the parties hereto to evidence BORROWER's compliance with the NSP2 Requirements, as defined in the NSP2 Loan Agreement, and place such restrictions upon the use and transfer ofthe Property to ensure continued affordability, as required by the NSP2 Requirements. NOW, THEREFORE, in consideration of the foregoing covenants and other consideration, and in order to induce CITY to enter into the NSP2 Loan with BORROWER, the receipt and sufficiency of which are hereby acknowledged, CITY and BORROWER agree as follows: 1. Recitals. The foregoing recitals are part of this NSP2 Regulatory Agreement. 2. Definitions. Unless definitions of terms have been expressly set out herein, each term shall have the same definition as set forth in the NSP2 Loan Agreement and that certain City of Modesto Neighborhood Stabilization Program 2 Memorandum of Understanding between CITY and BORROWER, dated ("MOU"). The NSP2 Loan Agreement and MOU are incorporated herein by this reference. 3. Declarations. The Property is and shall be subject to the covenants and restrictions hereafter set forth, and shall be binding on and enforceable against BORROWER and any future owner ofthe Property. The covenants and restrictions herein are established and agreed upon for the purpose of expanding and preserving the availability of affordable ownership and rental housing for Very Low Income Households, Low Income Households, and Middle Income Households in the City of Modesto \02\

323 4. [DELETE IF NO REHABjUse Restrictions and Covenants During Rehabilitation of the Property. During the period of rehabilitation ofthe Property, BORROWER covenants and agrees that it shall not rent, lease, license, or transfer the Property, or use the Property, or any part thereof, for any commercial purpose, including the production of income, or for any other purposes unrelated to the provisions of the NSP2 Loan. 5. Coutinued Use Restrictions and Covenants of the Property. The following covenants and restrictions on the use and enjoyment of the Property shall be in addition to any other covenants and restrictions affecting the Property, and all such covenants and restrictions are for the benefit and protection of CITY, and shall run with the land and be binding on BORROWER, its successors, assigns, transferees and future owner(s) of the Property and enure to the benefit of and be enforceable by CITY. BORROWER, on behalf of itself and its successors and assigns, and, hereby covenants and agrees: (a) Subject to subsection (d) below, BORROWER shall sell the Property at affordable sales price to a Qualified Homebuyer in accordance with the NSP2 Loan Agreement. The sale shall be completed within twelve (12) months of the date of [INSERT: acquisition Q! completion of rehabilitation l of the Property. (b) BORROWER shall require the Qualified Homebuyer to secure a CITY Second Mortgage Loan to purchase the Property and execute a promissory note, in favor of the CITY and evidencing the CITY Second Mortgage Loan (the "Homebuyer Note"), and a deed of trust, securing the Homebuyer Note to be recorded against the Property. Pursuant to the Homebuyer Note, the Qualified Homebuyer must occupy the Property as his or her primary residence and repay all or a portion of the CITY Second Mortgage Loan upon sale of the \02\

324 Property to a non-eligible third-party during the Continued Affordability Period. ( c) Upon sale of the Property to a Qualified Homebuyer and the execution of the CITY Second Mortgage Loan Documents by the Qualified Homebuyer, the CITY shall execute and record a reconveyance of this NSP2 Regulatory Agreement and the NSP2 Deed of Trust. (d) Upon mutual agreement by BORROWER and CITY, BORROWER may rent the Property to a Qualified Tenant for the entire Continued Affordability Period in accordance with Section 6.4 of the NSP2 Loan Agreement, subject to the following additional requirements: (1) Occupancy Requirements. The Property shall be rented to and occupied by households that qualify as a Very Low Income Household, Low Income Households, and Middle Income Household. (2) Affordable Rent. In accordance with subsection 2, the monthly rent paid by the Qualified Tenant to occupy the Property shall not exceed the maximum rent set forth in 24 CFR (i) Very Low Income Rent. The rent ("Very Low Income Rent") paid by a Very Low Income Household shall not exceed thirty percent (30%) of fifty percent (50%) ofthe area median income adjusted for family size based on guidelines published by HUD C'Median Income"). (ii) Low Income Rent. The rent ("Low Income Rent") paid by Low Income Households shall not exceed thirty percent (30%) of sixty-five percent (65%) of the Median Income. (iii) Middle Income Rent. The rent ("Middle Income Rent")

325 paid by Middle Income Households shall not exceed thirty percent (30%) of the annual income of all persons in the Middle Income Households as calculated in accordance with 24 C.F.R. Section (the "Adjusted Income"). (iv) Approval ofinitial and Subsequent Rents. Rents for all NSP2 Assisted Units are subject to CITY approval prior to occupancy by Qualified Tenants, and are subject to the NSP2 Requirements (v) Rent Increases. All rent increases for the NSP2 Assisted Units are subject to CITY approval and are subject to the NSP2 Requirements. Such rent may not be increased more often than once every twelve (12) months. BORROWER will provide each Qualified Tenant with at least sixty (60) days written notice of any increase in rent applicable to such Qualified Tenant. (3) Increased Income of Qualified Tenants. (i) Increased income above Very Low but below Low Income Limit. Subject to subsection 2(v) above, in the event that, upon recertification of the income of a Very Low Income Household, the Borrower determines that such household no longer qualifies as a Very Low Income Household, but does qualify as a Low Income Household, such household may continue to occupy the NSP2 Assisted Unit and, upon sixty (60) days written notice to the such household, BORROWER may increase the household's rent to the maximum rent published by HUn for a Low Income Household for the applicable bedroom size as set forth in 24 C.F.R (a) (also known as "High HOME Rent"). Borrower shall then rent the next available NSP2-Assisted Unit designated as a NSP2 Rental Unit to a Very Low Income Household. (ii) Increased Income Above Low But Below Middle Income \02\

326 Limit. Subject to subsection 2(v) above, in the event that, upon recertification of the income of a Low Income Household, BORROWER determines that such household no longer qualifies as a Low Income Household, but does qualify as a Middle Income Household, such household may continue to occupy the NSP2 Assisted Unit and, upon sixty (60) days written notice to such household, Borrower may increase the household's rent to the lesser of one-twelfth (I/12'h) of thirty percent (30%) of actual Adjusted Income of the household, or fair market rent (subject to 24 C.F.R (i)(2) regarding low income housing tax credit requirements). Borrower shall then rent the next available NSP2 Assisted Unit designated as a NSP2 Rental Unit to a Low Income Household. (iii) Non-QualifYing Household. If, upon recertification of the income of a Qualified Tenant, BORROWER determines that a former Low Income Household has an Adjusted Income exceeding the maximum qualif'ying income for a Low Income Household, such household shall be permitted to continue occupying the NSP2 Assisted Unit and, upon expiration of the household's lease and upon sixty (60) days written notice, the rent shall be increased to the lesser of one-twelfth (l/12th) ofthirty percent (30%) of the actual Adjusted Income of the household, or fair market rent. When the household vacates the NSP2 Assisted Unit, BORROWER shall rent such NSP2 Assisted Unit to a Middle Income Household. (iv) Termination of Occupancy. Upon termination of occupancy of a NSP2 Assisted Unit by a Qualified Tenant, such unit shall be deemed to be continuously occupied by a household of the same income level as the initial income level of the vacating Qualified Tenant, until such unit is reoccupied, at which time the income character of the NSP2 Assisted Unit shall be redetermined to meet the occupancy requirements set forth herein \02\

327 (4) Income Certification. BORROWER will obtain, complete and maintain on file, immediately prior to initial occupancy and annually thereafter, income certifications from each Qualified Tenant's household. BORROWER shall make a good faith effort to verify the accuracy of the income provided by the applicant or occupying household, as the casc may be, in an income certification. To verify the information, BORROWER shall take two or more of the following steps: (i) obtain a pay stub for the most recent pay period; (ii) obtain an income tax return for the most recent tax year; (iii) conduct a credit agency or similar search; (iv) obtain an income verification form from the applicant's current employer; (v) obtain an income verification form from the Social Security Administration and/or the California Department of Social Services if the applicant receives assistance from either of such agencies; or (vi) if the applicant is unemployed and does not have a tax return, obtain another form of independent verification. Copies of Qualified Tenant income certifications shall be available to CITY upon request. (5) Oualified Tenant Selection Plan. BORROWER shall not make material modifications to its tenant selection plan without the prior written approval of CITY, which approval shall not be unreasonably withheld. Such tenant selection plan shall comply with the NSP2 Requirements. (6) Lease Provisions. In leasing the Property, BORROWER shall use a form of Qualified Tenant lease approved by CITY. The form of Qualified Tenant lease shall also comply with all requirements of this NSP2 Regulatory Agreement and the NSP2 Loan Agreement, and shall, among other matters: (i) provide for termination of the lease and consent by a Qualified Tenant to immediate eviction for failure: (a) to provide any information required \

328 under this NSP2 Regulatory Agreement or reasonably requested by BORROWER to establish or recertify a Qualified Tenant's qualification, or the qualification of a Qualified Tenant's household, for occupancy in the Property in accordance with the standards set forth in this NSP2 Regulatory Agreement, or (b) to qualify as a Very Low Income Household, Low Income Household, or Middle Income Household, as applicable, as a result of any material misrepresentation made by such Qualified Tenant with respect to the income computation. (ii) be for an initial term of not less than one (1) year, unless by mutual agreement between a Qualified Tenant and BORROWER, and provide for no increase in the Affordable Rent during such year. After the initial year oftenancy, the lease may be monthto-month by mutual agreement of BORROWER and a Qualified Tenant. (7) Lease Termination. Any termination of a lease or refusal to renew a lease for the Property shall be in conformance with the NSP2 Requirements, including, but not limited to, 24 C.F.R. 253(c), and the requirements of applicable state law. (8) Nondiscrimination. The Property shall be available for occupancy on a continuous basis to members of the general public who are income eligible. BORROWER shall not give preference to any particular class or group of persons in renting or selling the Property, except as may be required pursuant to this NSP2 Regulatory Agreement. BORROWER herein covenants by and for BORROWER, assigns, and all persons claiming under or through BORROWER, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, source of income (e.g., SSI), ancestry, or disability, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the Property nor shall BORROWER or any person claiming under or through BORROWER, establish or permit any \02\

329 such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees of the Property or in connection with the employment of persons for the construction, operation and management of the Property. (9) Section 8 Tenants. BORROWER will accept as Qualified Tenants, on the same basis as all other prospective Qualified Tenant~, persons who are recipients of federal certificates for rent subsidies pursuant to the existing housing program under Section 8 of the United States Housing Act, or its successor. BORROWER shall not apply selection criteria to Section 8 certificate or voucher holders that are more burdensome than criteria applied to all other prospective Qualified Tenants, nor shall BORROWER apply or permit the application of management policies or lease provisions with respect to the Property which have the effect of precluding occupancy of the Property by such prospective Qualified Tenants. (10) Records. BORROWER shall maintain complete, accurate and current records pertaining to the Property, and shall permit any duly authorized representative of CITY to inspect records, including records pertaining to income and household size of Qualified Tenant. All Qualified Tenant lists, applications and waiting lists relating to the Property shall at all times be kept separate and identifiable from any other business of BORROWER and shall be maintained as required by CITY, in a reasonable condition for proper audit and subject to examination during business hours by representatives of CITY. BORROWER shall retain copies of all materials obtained or produced with respect to occupancy of the Property for a period of at least five (5) years. (11) Management Responsibilities. BORROWER is responsible for all management functions with respect to the Property, including without limitation the selection of

330 Qualified Tenants, certification and recertification of household size and income, evictions, collection of rents and deposits, maintenance, landscaping, routine and extraordinary repairs, replacement of capital items, and security. CITY shall have no responsibility over management ofthe Property. BORROWER shall retain a professional property management company approved by CITY in its reasonable discretion to perform its management duties hereunder. BORROWER may request CITY for written approval to self-manage the Property. (12) Management Agent; Periodic Reports. The Property shall at all times be managed by an experienced management agent reasonably acceptable to CITY, with demonstrated ability to operate residential facilities like the Property in a manner that will provide decent, safe, and sanitary housing (as approved, the "Management Agent"). CITY hereby pre-approves BORROWER as the Management Agent). (13) Periodic Performance Review. CITY reserves the right to conduct an annual (or more frequently, if deemed necessary by CITY) review of the management practices and financial status of the Property. The purpose of each periodic review will be to enable CITY to determine if the Property is being operated and managed in accordance with the NSP2 Requirements and the provisions of this NSP2 Regulatory Agreement. BORROWER shall cooperate with CITY in such reviews. (14) Replacement of Management Agent. If, as a result of a periodic review, CITY determines in its reasonable judgment that the Property is not being operated and managed in accordance with any of the material requirements and standards of this NSP2 Regulatory Agreement, CITY shall deliver notice to BORROWER of its determination that the Property does not satisfy the requirements of this NSP2 Regulatory Agreement, such notice may include a request to cause replacement of the Management Agent, including the reasons therefor. 1I 1669\02\

331 Within fifteen (15) days after receipt by BORROWER of such written notice, CITY staff and BORROWER shall meet in good faith to consider methods for improving the financial and operating status of the Property, including, without limitation, replacement of the Management Agent. If, after such meeting, CITY staff recommends in writing the replacement of the Management Agent, BORROWER shall be dismissed as the Management Agent, and CITY shall appoint as the Management Agent a person or entity meeting the standards for a management agent set forth in subsection (12) above. Failure to remove the Management Agent in accordance with the provisions of this Section shall constitute default nnder this NSP2 Regulatory Agreement, and CITY may enforce this provision through legal proceedings as specified in Section 10 below. (f) On-site Inspection. CITY shall have the right to perform an on-site inspection ofthe Property when deemed necessary by CITY, and subject to the rights of a Qualified Homebuyer or Qualified Tenant, upon delivery of reasonable notice to BORROWER, subject to the requirements of state law. BORROWER agrees to cooperate in and attend such inspection and request Qualified Homebuyers or Qualified Tenants cooperate with such inspections. (g) Annual Report. BORROWER shall submit to CITY annual reports in a form approved by CITY, no later than two hundred seventy (270) days after the end of BORROWER's fiscal year. The reports shall contain such information as CITY may require, including, but not limited to, the following: (i) A statement of the fiscal condition of the Property, including a financial statement indicating surpluses or deficits in operating accounts for the period covered, a \02\117474L2

332 detailed itemized listing of income and expenses, and the amounts of the Property reserves. The report due after the end of each fiscal year shall contain an audited version of this statement. Such audit shall be prepared in accordance with the requirements of CITY and certified at BORROWER's expense by an independent Certified Public Accountant licensed by the State of California. BORROWER shall also follow audit requirements of the Single Audit Act and OMB Circulars A-122 and 110; and (ii) The substantial physical defects in the Property, if any, including a description of any major repair or maintenance work undertaken in the reporting period; and (iii) Information concerning the occupancy of the Property. Upon request of CITY, BORROWER shall furnish, within fifteen (15) days, any other information or completed form requested by CITY. (h) Additional Information. BORROWER shall provide any additional information reasonably requested by CITY. CITY shall have the right to examine and make copies of all books, records or other documents of BORROWER which pertain to the Property. (i) Taxes and Assessments. If applicable, BORROWER shall pay all real and personal property taxes, assessments and charges and all franchise, income, employment, old age benefit, withholding, sales, and other taxes assessed against it, or payable by it, at such times and in such manner as to prevent any penalty from accruing, or any lien or charge from attaching to the Property; provided, however, that BORROWER may contest in good faith, any such taxes, assessments, or charges. In the event BORROWER exercises its right to contest any tax, assessment, or charge against it, BORROWER, on final determination of the proceeding or contest, shall immediately payor discharge any decision or judgment rendered against it, together with all costs, charges and interest \02\

333 U) Property Maintenance. BORROWER agrees, for the entire Tenn of this NSP2 Regulatory Agreement, to maintain all interior and exterior improvements, including landscaping, on the Property in good condition and repair (and, as to landscaping, in a healthy condition) and in accordance with all applicable laws, rules, ordinances, orders and regulations of all federal, state, county, municipal, and other governmental agencies and bodies having or claiming jurisdiction and all their respective departments, bureaus, and officials, and in accordance with the following maintenance conditions: CITY places prime importance on quality maintenance to protect its investment and to ensure that all CITY -assisted affordable housing projects are not allowed to deteriorate due to below-average maintenance. Nonnal wear and tear of the Property will be acceptable to CITY assuming BORROWER agrees to provide all necessary improvements to assure the Property is maintained in good condition. BORROWER shall make all repairs and replacements necessary to keep the improvements in good condition and repair. In the event that BORROWER breaches any of the covenants contained in this subsection and such default continues for a period of fifteen business (15) days after written notice from CITY with respect to graffiti, debris, waste material, and general maintenance or thirty (30) days after written notice from CITY with respect to landscaping and building improvements, then CITY, in addition to whatever other remedy it may have at law or in equity, shall have the right to enter upon the Property and perfonn or cause to be perfonned all such acts and work necessary to cure the default. Pursuant to such right of entry, CITY shall be pennitted (but is not required) to enter upon the Property and perfonn all acts and work necessary to protect, maintain, and preserve the improvements and landscaped areas on the Property, and to attach a lien on the Property, or to assess the Property, in the amount of the expenditures arising \02\

334 from such acts and work of protection, maintenance, and preservation by CITY andlor costs of such cure, which amount shall be promptly paid by BORROWER to CITY upon demand. (k) Asset Management. BORROWER is responsible for all asset management functions with respect to the Property, including without limitation the oversight of the Management Agent, as applicable, maintaining accurate and current books and records for the Property and promptly paying costs incurred in connection with the Property. CITY shall have no responsibility over asset management of the Property. 6. Term of Use Restrictions and Covenants. The covenants and restrictions established in Section 5 of this NSP2 Regulatory Agreement shall, without regard to technical classification and designation, be binding on BORROWER, its successors and assigns and each future owner of the Property, for the benefit of and in favor of the CITY, and shall remain in effect and enforceable until the twentieth (20th) anniversary of the date of recordation of this NSP2 Regulatory Agreement or reconveyance of this NSP2 Regulatory Agreement by CITY. This NSP2 Regulatory Agreement shall remain without regard to the term of any mortgage or deed of trust or the transfer of ownership, excluding the sale of the Property to a Qualified Homebuyer. 7. Written Notifications. BORROWER, and any future owner ofthe Property, covenants and agrees to include the requirements and restrictions contained in this NSP2 Regulatory Agreement and any document transferring title ofthe Property to another person, to the end that such transferee has notice of, and is bound by, such restrictions and covenants, and to obtain the agreement from any transferee to abide by all the covenants and restrictions of this NSP2 Regulatory Agreement. 8. Acceptance and Ratification. BORROWER and future owners of the Property \02\

335 shall be subject to and shall comply with the Use Restrictions and Covenants herein. The acceptance of a deed of conveyance to the Property shall constitute an agreement that the Use Restrictions and Covenants are accepted and ratified by such future owners, and such Use Restrictions and Covenants shall run with the land and bind such future owners. 9. Enforcement of Restrictions and Covenants. If BORROWER or any future owner defaults in the performance or observance of any covenant or restriction set forth in this NSP2 Regulatory Agreement and if such default remains uncured for a period of thirty (30) days after notice thereof shall have been given by CITY, then CITY acting on its own behalf may declare an Event of Default to have occurred, and, at its option, may take anyone or more ofthe following steps: (a) By mandamus, or other suit, action or proceeding at law or in equity, require BORROWER or any future owner of the Property to perform its obligations and covenants hereunder, including the remedy of specific performance, or to enjoin any act or thing in violation of any covenant or restriction of this NSP2 Regulatory Agreement; or (b) Subject to the provisions of the NSP2 Loan Agreement, and the NSP2 Note entered into by BORROWER and CITY evidencing BORROWER's indebtedness to CITY for NSP2 Loan, declare a default and accelerate the indebtedness evidenced by the NSP2 Note; or (c) Take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and restrictions hereunder, including (i) compelling BORROWER to sell the Property to CITY at a sales price equal to the unpaid balance of amount ofnsp2 Loan, or (ii) the commencement of foreclosure proceedings; or (d) Exercise any other remedy provided under the NSP2 Loan Agreement \02\

336 10. Notices. All notices pursuant to this NSP2 Regulatory Agreement shall be in writing and served on the other party (a) by personal delivery or (b) by certified mail, return receipt requested, to the respective addresses as set forth below. Receipt shall be deemed to have occurred on the date shown on a written receipt as the date of delivery or refusal of delivery (or attempted delivery ifundeliverable). CITY: By Personal Delivery CITY OF MODESTO Parks, Recreation & Neighborhoods Department Attn: Director of Parks, Recreation, & Neighborhoods Tenth Street, Suite 4400 Modesto, CA By Mail: CITY OF MODESTO Parks, Recreation and Neighborhoods Department P o Box 642 Modesto, CA Attn: Director of Parks, Recreation, & Neighborhoods Attention: Parks, Recreation and Neighborhoods Department BORROWER: By Personal Delivery or Mail: HOUSING AUTHORITY OF THE COUNTY OF STANISLAUS 1701 Robertson Road Modesto, CA Attn: Executive Director 11. Indemnity. BORROWER shall indemnify and hold CITY, and their officers, agents, officials, and employees free and harmless against any losses, damages, liability, claims, demands, judgments, actions, court costs, and legal or other expenses (including attorney's fees) which arise out of or in connection with this NSP2 Regulatory Agreement. This indemnity obligation shall not extend to any claim arising solely from the negligence or willful misconduct of CITY, their officers, agents, officials and employees. The provisions of this section shall \02\

337 survive the expiration of the term ofthis NSP2 Regulatory Agreement 12. Relationship of Parties. Nothing contained in this NSP2 Regulatory Agreement shall be interpreted or understood by any of the parties, or by any third person, as creating the relationship of employer and employee, principal and agent, limited or general partnership, or joint venture between CITY and BORROWER or its agents, employees or contractors. Except as CITY may specify in writing, BORROWER shall have no authority to act as an agent of CITY or to bind CITY to any obligation. 13. Superiority of Agreement. BORROWER covenants that BORROWER has not, and shall not, enter into or execute any other agreement with provisions contrary to the provision of this NSP2 Regulatory Agreement, or contrary to the intent of maintaining the affordability restrictions for the full Continued Affordability Period. 14. Parties Bound; Covenants Running with the Land. Except as otherwise limited in Section 7 herein, the provisions of this NSP2 Regulatory Agreement shall be binding upon and enure to the benefit of the parties and their successors, transferees, and assigns. This NSP2 Regulatory Agreement is intended to run with the land and shall bind BORROWER and its successors, assigns, transferees in the Property and future owners of the Property for the entire Continued Affordability Period regardless of any assignment, payment, expiration, extinguishment of any loan or note, any reconveyance of deed of trust, or any conveyance or transfer of the Property, and the benefits hereof shall enure to the benefit of City and its successors and assigns. 15. Interpretation: Affordability. It is the intention of the parties to this NSP2 Regulatory Agreement that affordability be interpreted in view of the express goals of the NSP2 Requirements and specifically including the affordability regulations of Title 24 CFR Part 92. It \02\

338 is the purpose of this NSP2 Regulatory Agreement to limit and restrict the use and resale of the Property in order to maintain the Property's affordability for the entire Continued Affordability Period. 16. Amendments. This NSP2 Regulatory Agreement, including any exhibits hereto, shall not be amended except in writing, signed by the Parties. Any amendment or addendum hereto shall expressly refer to this NSP2 Regulatory Agreement. 17. No Liability. No member, official, employee or agent of CITY shall be personally liable to BORROWER in the event of any default or breach by CITY or for any amount that may become due to BORROWER or any obligation under the terms of this NSP2 regulatory Agreement. No member, official, employee or agent of BORROWER shall be personally liable to CITY in the event of any default or breach by BORROWER or for any amount that may become due to CITY or any obligation under the terms of this NSP2 regulatory Agreement. 18. Governing Law. This NSP2 Regulatory Agreement shall be interpreted under and be governed by the laws of the State of California. 19. Venue. Should either party institute suit or arbitration for enforcement or interpretation of any provision contained herein, the venue of such action shall be in Stanislaus County, California. 20. Costs and Attorney Fees. In the event that any legal or administrative action is commenced to interpret or to enforce the terms of this NSP2 Regulatory Agreement, the prevailing party in such action shall be entitled to recover all reasonable attorney's fees and costs incurred in such action. 21. Severability. Every provision of this NSP2 regulatory Agreement is intended to \02\

339 be severable. If any provision of this NSP2 Regulatory Agreement shall be held invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired. 22. No Waiver. Any waiver by CITY of any obligation or condition in this NSP2 Regulatory Agreement must be in writing. No waiver will be implied from any delay or failure by CITY to take action on any breach or default of BORROWER, its assignee or transferee, or to pursue any remedy allowed under this NSP2 Regulatory Agreement or applicable law. Any extension of time granted to BORROWER, its assignee or transferee, to perform any obligation hereunder shall not operate as a waiver or release from any of its obligations under this NSP2 Regulatory Agreement. Consent by CITY to any act or omission by BORROWER, its assignee or transferee, shall not be construed to be a consent to any other or subsequent act or omission or to waive the requirement for CITY's written consent to future waivers. 23. Titles. Any titles ofthe sections or subsections of this NSP2 Regulatory Agreement are inserted for convenience of reference only and shall be disregarded in interpreting any part of the NSP2 Regulatory Agreement's provisions. 24. Interpretation. The language of each and all paragraphs, terms and/or provisions of this NSP2 Regulatory Agreement, shall, in all cases and for any and all purposes, and in any way and all circumstances whatsoever, be construed as a whole, according to its fair meaning, and not for or against any party hereto and with no regard whatsoever to the identity or status of any person or persons who drafted all or any portion of this agreement. 25. Discretion Retained by CITY. CITY's execution of this NSP2 Regulatory Agreement in no way limits the discretion of CITY in the permit and approval process in connection with any improvements by BORROWER \02\

340 26. Recordation. BORROWER acknowledges and agrees that this NSP2 Regulatory Agreement shall be recorded against the Property in the Office of the Recorder of the County of Stanislaus. 27. Authority to Execute. Each individual executing this NSP2 Regulatory Agreement on behalf of BORROWER represents and warrants that he/she is duly authorized to execute this NSP2 Regulatory Agreement on behalf of BORROWER 28. Compliance With NSP2 Requirements. BORROWER agrees that at all times its acts regarding the property and the use ofnsp2 funds shall be in conformity with the NSP2 Requirements. BORROWER acknowledges that it is familiar with such applicable provisions and has been professionally advised to the extent necessary for the purpose of enabling BORROWER to fully comply with such provisions

341 IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this NSP2 Regulatory Agreement by its City Manager and attestation by its City Clerk by Resolution No. adopted by the Council on the day of and BORROWER has caused this NSP2 Regulatory Agreement to he duly executed. CITY OF MODESTO, a municipal corporation By ~G=RE~G~N~YH~-O=~FF= City Manager ATTEST: HOUSING AUTHORlTY OF THE COUNTY OF STANISLAUS By Name: Title: By Name: Title: By ~ STEPHANIE LOPEZ City Clerk (SEAL) APPROVED AS TO LEGAL FORM: SUSANA ALCALA WOOD, City Attorney RlCHARD B. EVANS Senior Deputy City Attorney STATE OF CALIFORNIA ) ) COUNTY OF STANISLAUS ) L2

342 On, before me,, Notary Public, personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person( s) acted, executed the instrument. I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal Notary Public STATE OF CALIFORNIA ) ) COUNTY OF STANISLAUS ) On, before me, _, Notary Public, personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in hislher/their authorized capacity(ies), and that by hislher/their signature( s) on the instrument the person( s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal Notary Public

343 EXHIBIT A Legal Description of Property 1669\02\1 l with L Redline - 1l DOC

344 CITY OF MODESTO NEIGHBORHOOD STABILIZATION PROGRAM 2 PROMISSORY NOTE (insert address of property) $~~----: [insert loan amount] (insert date) FOR VALUE RECEIVED, the undersigned HOUSING AUTHORITY OF THE COUNTY OF STANISLAUS, a California public entity (the "Borrower") bereby promises to pay to the order ofthe CITY OF MODESTO, a municipal corporation (the "Holder"), 1010 Tenth Street, Suite, Modesto, California 95354, Attention: Director of Parks, Recreation and Neighborhoods Department, a principal amount equal to Dollars ($ ), plus interest thereon pursuant to Section 2 below. L Borrower's Obligation. This promissory note (the ''Note'') evidences the Borrower's obligation to pay the Holder the principal amount of Dollars ($ ) (the "NSP2 Loan") for the funds loaned to the Borrower by Holder to finance the acquisition (INSERT, if applicable: and rehabilitation] of the Property located at pursuant to the City of Modesto Neighborhood Stabilization Program 2 Loan Agreement between the Borrower and the Holder of even date herewith (the "Loan Agreement"). All capitalized terms not otherwise defined in this Note shall have the meanings set forth in the Loan Agreement. 2. Interest. (a) Subject to the provisions of subsection (b) below, the outstanding principal balance of this Note shall bear no interest. (b) Upon the occurrence of an Event of Default, the interest on the principal balance of this Note will begin to accrue, as of the date of the Event of Default and continue until such time as the NSP2 Loan is repaid in full or the Event of Default is cured, at the default rate often percent (I 0%), simple interest annually. 3. Term and Repayment Requirements. Payments due under this Note are due in accordance with Section 3.9 of the Loan Agreement. 4. No Assumption. This Note shall not be assumable by the successors and assigns of Borrower without the prior written consent of the Holder. 1669\02\ I

345 5. Security. This Note is secured by a Deed of Trust with Assignment of Rents, Security Agreement, and Fixture Filing (the "Deed of Trust"), of even date herewith, wherein the Borrower is the Trustor and the Holder is the Beneficiary, covering the Property. 6. Terms of Payment. (a) All payments due under this Note shall be paid in currency of the United States of America, which at the time of payment is lawful for the payment of public and private debts. (b) All payments on this Note shall be paid to Holder at City of Modesto, 1010 Tenth Street, Suite, Modesto, California 95354, Attention:: Director of Parks, Recreation and Neighborhoods Department, or to such other place as the Holder of this Note may from time to time designate. (c) All payments on this Note shall be without expense to the Holder, and the Borrower agrees to pay all costs and expenses, including re-conveyance fees and reasonable attorney's fees of the Holder, incurred in connection with the payment of this Note and the release of any security hereof. (d) Notwithstanding any other provision of this Note, or any instrument securing the obligations of the Borrower under this Note, if, for any reason whatsoever, the payment of any sums by the Borrower pursuant to the terms of this Note would result in the payment of interest which would exceed the amount that the Holder may legally charge under the laws of the State of California, then the amount by which payments exceeds the lawful interest rate shall automatically be deducted from the principal balance owing on this Note, so that in no event shall the Borrower be obligated under the terms of this Note to pay any interest which would exceed the lawful rate. 7. Default. (a) Any of the following shall constitute an event of default under this Note: (i) Any failure to pay, in full, any payment required under this Note on the date such payment is due; (ii) Any failure in the performance by the Borrower of any other term, condition, provision or covenant set forth in this Note, subject to the notice and cure period set forth in Section 9 of the Loan Agreement; (iii) The occurrence of any event of default under the Loan Agreement, the Deed of Trust, or other instrument securing the obligations of the Borrower under this Note or under any other promissory notes hereafter issued by the Borrower to the Holder pursuant to the Loan Agreement or the Deed of Trust, subject to notice and cure periods, if any, set forth therein

346 (b) Upon the occurrence of such an event of default, the entire unpaid principal balance, together with all interest thereon, and together with all other sums then payable under this Note and the Deed of Trust shall at the option of the Holder become immediately due and payable upon written notice by the Holder to the Borrower without further demand. (c) The failure to exercise the remedy set forth in Subsection 7(b) above or any other remedy provided by law upon the occurrence of one or more of the foregoing events of default shall not constitute a waiver of the right to exercise any remedy at any subsequent time in respect to the same or any other default. The acceptance by Holder hereof of any payment which is less than the total of all amounts due and payable at the time of such payment shall not constitute a waiver ofthe right to exercise any ofthe foregoing remedies or options at that time or at any subsequent time, or nullify any prior exercise of any such remedy or option, without the express consent of the Holder, except as and to the extent otherwise provided by law. 8. Waivers. (a) The Borrower hereby waives diligence, presentment, protest and demand, and notice of protest, notice of demand, and notice of dishonor of this Note. The Borrower expressly agrees that this Note or any payment hereunder may be extended from time to time, and that the Holder may accept further security or release any security for this Note, all without in any way affecting the liability of the Borrower. (b) No extension oftime for payment of this Note or any installment hereof made by agreement by the Holder with any person now or hereafter liable for payment of this note shall operate to release, discharge, modify, change or affect the original liability of the Borrower under this Note, either in whole or in part. (c) The obligations of the Borrower under this Note shall be absolute and the Borrower waives any and all rights to offset, deduct or withhold any payments or charges due under this Note for any reason whatsoever. 9. Miscellaneous Provisions. (a) All notices to the Holder or the Borrower shall be given in the manner and at the addresses set forth in the Loan Agreement, or to such addresses as the Holder and the Borrower may hereinafter designate. Copies of notices to Borrower from Holder shall also be provided by Holder to any limited partner of Borrower who requests such notice in writing and provides the Holder with written notice of its address. (b) The Borrower promises to pay all costs and expenses, including reasonable attorney's fees, incurred by the Holder in the enforcement of the provision of this Note, regardless of whether suit is filed to seek enforcement. (c) This Note may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought. 1669\02\

347 (d) This Note shall be governed by and construed in accordance with the laws of the State of California. (e) The times for the performance of any obligations hereunder shall be strictly construed, time being ofthe essence. (f) This document, together with the Loan Documents, contains the entire agreement between the parties as to the Loan. It may not be modified except upon written consent ofthe parties. BORROWER: HOUSING AUTHORITY OF THE COUNTY OF STANISLAUS, a California public entity By: Its: 1669\02\

348 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Modesto Parks, Recreation and Neighborhoods Department POBox 642 Modesto, CA Attn: Director No fee for recording pursuant to Government Code Section DEED OF TRUST WITH ASSIGNMENT OF RENTS, SECURITY AGREEMENT, AND FIXTURE FILING (NSP2 Loan) (Insert address) THIS DEED OF TRUST WITH ASSIGNMENT OF RENTS, SECURITY AGREEMENT, AND FIXTURE FILING ("Deed of Trust") is made as of,20_, by and among the Housing Authority of the County of Stanislaus, a California public entity ("Trustor"), Title Company [INSERT NAME OF TITLE COMPANY], a California corporation ("Trustee"), and the City of Modesto, a municipal corporation of the State of California ("Beneficiary"). FOR GOOD AND VALUABLE CONSIDERATION, including the indebtedness herein recited and the trust herein created, the receipt of which is hereby acknowledged, Trustor hereby irrevocably grants, transfers, conveys and assigns to Trustee, IN TRUST, WITH POWER OF SALE, for the benefit and security of Beneficiary, under and subject to the tenns and conditions hereinafter set forth, Trustor's fee interest in the property located in the City of Modesto, Stanislaus County, State of California, that is described in the attached Exhibit A, incorporated herein by this reference (the "Property"). [If the property is a condomininm unit, then include the following sentence: "A condominium rider is attached hereto as Exhibit B and incorporated herein by this reference. til TOGETHER WITH all interest, estates or other claims, both in law and in equity which Trustor now has or may hereafter acquire in the Property and the rents; TOGETHER WITH all easements, rights-of-way and rights used in connection therewith or as a means of access thereto, including (without limiting the generality of the foregoing) all tenements, hereditaments and appurtenances thereof and thereto; 1669\02\ _1 1

349 TOGETHER WITH any and all buildings and improvements of every kind and description now or hereafter erected thereon, and all property of the Trustor now or hereafter affixed to or placed upon the Property; TOGETHER WITH all building materials and equipment now or hereafter delivered to said property and intended to be installed therein; TOGETHER WITH all right, title and interest of Trustor, now owned or hereafter acquired, in and to any land lying within the right-of-way of any street, open or proposed, adjoining the Property, and any and all sidewalks, alleys and strips and areas of land adjacent to or used in connection with the Property; TOGETHER WITH all estate, interest, right, title, other claim or demand, of every nature, in and to such property, including the Property, both in law and in equity, including, but not limited to, all deposits made with or other security given by Trustor to utility companies, the proceeds from any or all of such property, including the Property, claims or demands with respect to the proceeds of insurance in effect with respect thereto, which Trustor now has or may hereafter acquire, any and all awards made for the taking by eminent domain or by any proceeding or purchase in lieu thereof of the whole or any part of such property, including without limitation, any awards resulting from a change of grade of streets and awards for severance damages to the extent Beneficiary has an interest in such awards for taking as provided in Paragraph 4.1 herein; TOGETHER WITH all of Trustor's interest in all articles of personal property or fixtures now or hereafter attached to or used in and about the building or buildings now erected or hereafter to be erected on the Property which are necessary to the complete and comfortable use and occupancy of such building or buildings for the purposes for which they were or are to be erected, including all other goods and chattels and personal property as are ever used or furnished in operating a building, or the activities conducted therein, similar to the one herein described and referred to, and all renewals or replacements thereof or articles in substitution therefor, whether or not the same are, or shall be attached to said building or buildings in any manner; and TOGETHER WITH all of Trustor's interest in all building materials, fixtures, equipment, work in process and other personal property to be incorporated into the Property; all goods, materials, supplies, fixtures, equipment, machinery, furniture and furnishings, signs and other personal property now or hereafter appropriated for use on the Property, whether stored on the Property or elsewhere, and used or to be used in connection with the Property; all rents, issues and profits, and all inventory, accounts, accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents, notes drafts, letters of credit, insurance policies, insurance and condemnation awards and proceeds, trade names, trademarks and service marks arising from or related to the Property and any business conducted thereon by Trustor; all replacements, additions, accessions and proceeds; and all books, records and files relating to any of the foregoing. 1669\02\1l

350 All of the foregoing, together with the Property, is herein referred to as the "Security." To have and to hold the Security together with acquittances to the Trustee, its successors and assigns forever. FOR THE PURPOSE OF SECURlNG: A. Payment of just indebtednesses of Trustor to Beneficiary as set forth in the Note (defined in Article I below) until paid or cancelled. Said principal and other payments shall be due and payable as provided in the Note. Said Note and all its terms are incorporated herein by reference, and this conveyance shall secure any and all extensions thereof, however evidenced; and B. Payment of any sums advanced by Beneficiary to protect the Security pursuant to the terms and provisions of this Deed of Trust following a breach of Trustor's obligation to advance said sums and the expiration of any applicable cure period, with interest thereon as provided herein; and C. Performance of every obligation, covenant or agreement of Trustor contained herein and in the Loan Documents (defined in Article 1 below). AND TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR COVENANTS AND AGREES: ARTICLE I: DEFINITIONS In addition to the terms defined elsewhere in this Deed of Trust, the following terms shall have the following meanings in this Deed of Trust: Section 1.1 [If the property is a condominium unit, then include the following sentence: "The term "Condominium Rider" means that certain Condominium Rider attached hereto as Exhibit B in the event the Security is a condominium unit."] Section 1.2 The term "Loan Agreement" means that certain City of Modesto Neighborhood Stabilization Program 2 Loan Agreement between Trustor and Beneficiary, of even date herewith, providing for the Beneficiary to loan to the Trustor cc dollars ($ ) [insert loan amount] for the acquisition of the Property. Section 1.3 The term "Loan Documents" means this Deed of Trust, (If the property is a condominium unit add "the Condominium Rider, "], the Loan Agreement, the MOU, the Note, and the Regulatory Agreement and any other debt, loan or security instruments between Trustor and the Beneficiary relating to the Property

351 Section 1.4 The tenn "MOU" means the "City of Modesto Neighborhood Stabilization Program 2 Memorandum of Understanding" dated, 20 by and between the Beneficiary and the Trustor. Section 1.5 The tenn "Note" means that certain promissory note in the amount of Dollars ($ ) [insert loan amount), of even date herewith, executed by the Trustor in favor of the Beneficiary, the payment of which is secured by this Deed of Trust. (Copies of the Note are on file with the Beneficiary and tenns and provisions of the Note are incorporated herein by reference.) Section 1.6 paid under the Note. The tenn "Principal" means the aggregate of the amounts required to be Section 1.7 The tenn "Regulatory Agreement" means the City of Modesto Neighborhood Stabilization Program 2 Regulatory Agreement of even date herewith and recorded against the Property concurrently herewith. ARTICLE 2: MAINTENANCE AND MODIFICATION OF THE PROPERTY AND SECURITY Section 2.1 Maintenance and Modification of the Property by Trustor. The Trustor agrees that at all times prior to full payment ofthe sum owed under the Note, the Trustor will, at the Trustor's own expense, maintain, preserve and keep the Security or cause the Security to be maintained and preserved in good condition. The Trustor will from time to time make or cause to be made all repairs, replacements and renewals deemed proper and necessary by it. The Beneficiary shall have no responsibility in any of these matters or for the making of improvements or additions to the Security. Trustor agrees to pay fully and discharge (or cause to be paid fully and discharged) all claims for labor done and for material and services furnished in connection with the Security, diligently to file or procure the filing of a valid notice of cessation upon the event of a cessation oflabor on the work or construction on the Security for a continuous period of thirty (30) days or more, and to take all other reasonable steps to forestall the assertion of claims of lien against the Security of any part thereof. Trustor irrevocably appoints, designates and authorizes Beneficiary as its agent (said agency being coupled with an interest) with the authority, but without any obligation, to file for record any notices of completion or cessation of labor or any other notice that Beneficiary deems necessary or desirable to protect its interest in and to the Security or the Loan Documents; provided, however, that Beneficiary shall exercise its rights as agent of Trustor only in the event that Trustor shall fail to take, or shall fail to diligently continue to take, those actions as hereinbefore provided. Upon demand by Beneficiary, Trustor shall make or cause to be made such demands or claims as Beneficiary shall reasonably specify upon laborers, materialmen, subcontractors or other persons who have furnished or claim to have furnished labor, services or materials in connection with the Security. Nothing herein contained shall require Trustor to pay any claims

352 for labor, materials or services which Trustor in good faith disputes and is diligently contesting provided that Trustor shall, within thirty (30) days after the filing of any claim of lien, record in the Office of the Recorder of Stanislaus County, a surety bond in an amount I and 112 times the amount of such claim item to protect against a claim oflien. Section 2.2 Granting of Easements. Trustor may not grant easements, licenses, rights-of-way or other rights or privileges in the nature of easements with respect to any property or rights included in the Security except those required or desirable for installation and maintenance of public utilities including, without limitation, water, gas, electricity, sewer, telephone and telegraph, or those required by law and as approved, in writing, by Beneficiary. Section 2.3 Assignment of Rents. As part of the consideration for the indebtedness evidenced by the Note, Trustor hereby absolutely and unconditionally assigns and transfers to Beneficiary all the rents and revenues of the Property including those now due, past due, or to become due by virtue of any lease or other agreement for the occupancy or use of all or any part of the Property, regardless of to whom the rents and revenues of the Property are payable. Trustor hereby authorizes Beneficiary or Beneficiary's agents to collect the aforesaid rents and revenues and hereby directs each tenant of the Property to pay such rents to Beneficiary or Beneficiary's agents; provided, however, that prior to written notice given by Beneficiary to Trustor of the breach by Trustor of any covenant or agreement of Trustor in the Loan Documents, Trustor shall collect and receive all rents and revenues of the Property as trustee for the benefit of Beneficiary and Trustor to apply the rents and revenues so collected to the sums secured by this Deed of Trust with the balance, so long as no such breach has occurred, to the account of Trustor, it being intended by Trustor and Beneficiary that this assignment of rents constitutes an absolute assignment and not an assignment for additional security only. Upon delivery of written notice by Beneficiary to Trustor of the breach by Trustor of any covenant or agreement of Trustor in the Loan Documents, and without the necessity of Beneficiary entering upon and taking and maintaining full control of the Property in person, by agent or by a court-appointed receiver, Beneficiary shall immediately be entitled to possession of all rents and revenues of the Property as specified in this Section 2.3 as the same becomes due and payable, including but not limited to rents then due and unpaid, and all such rents shall immediately upon delivery of such notice be held by Trustor as trustee for the benefit of Beneficiary only; provided, however, that the written notice by Beneficiary to Trustor of the breach by Trustor shall contain a statement that Beneficiary exercises its rights to such rents. Trustor agrees that commencing upon delivery of such written notice of Trustor's breach by Beneficiary to Trustor, each tenant of the Property shall make such rents payable to and pay such rents to Beneficiary or Beneficiary'S agents on Beneficiary'S written demand to each tenant therefor, delivered to each tenant personally, by mail or by delivering such demand to each rental unit, without any liability on the part of said tenant to inquire further as to the existence of a default by Trustor. Trustor hereby covenants that Trustor has not executed any prior assignment of said rents, that Trustor has not performed, and will not perform, any acts or has not executed and will not execute, any instrument which would prevent Beneficiary from exercising its rights under

353 this Section 2.3, and that at the time of execution of this Deed of Trust, there has been no anticipation or prepayment of any ofthe rents ofthe Property for more than two (2) months prior to the due dates of such rents. Trustor covenants that Trustor will not hereafter collect or accept payment of any rents of the Property more than two (2) months prior to the due dates of such rents. Trustor further covenant that Trustor will execute and deliver to Beneficiary such further assignments of rents and revenues ofthe Property as Beneficiary may from time to time request. Upon Trustor's breach of any covenant or agreement of Trustor in the Loan Documents, Beneficiary may in person, by agent or by a court-appointed receiver, regardless of the adequacy of Beneficiary's security, enter upon and take and maintain full control ofthe Property in order to perform all acts necessary and appropriate for the operation and maintenance thereof including, but not limited to, the execution, cancellation or modification of leases, the collection of all rents and revenues of the Property, the making of repairs to the Property and the execution or termination of contracts providing for the management or maintenance of the Property, all on such terms as are deemed best to protect the security of this Deed of Trust. In the event Beneficiary elects to seek the appointment of a receiver for the Property upon Trustor's breach of any covenant or agreement of Trustor in this Deed of Trust, Trustor hereby expressly consents to the appointment of such receiver. Beneficiary or the receiver shall be entitled to receive a reasonable fee for so managing the Property. All rents and revenues collected subsequent to delivery of written notice by Beneficiary to Trustor of the breach by Trustor of any covenant or agreement of Trustor in the Loan Documents shall be applied first to the costs, if any, of taking control of and managing the Property and collecting the rents, including, but not limited to, attorney's fees, receiver's fees, premiums on receiver's bonds, costs of repairs to the Property, premiums on insurance policies, taxes, assessments and other charges on the Property, and the costs of discharging any obligation or liability of Trustor as lessor or landlord of the Property and then to the sums secured by this deed of Trust. Beneficiary or the receiver shall have access to the books and records used in the operation and maintenance ofthe Property and shall be liable to account only for those rents actually received. Beneficiary shall not be liable to Trustor, anyone claiming under or through Trustor or anyone having an interest in the Property by reason of anything done or left undone by Beneficiary under this Section 2.3. If the rents of the Property are not sufficient to meet the costs, ifany, of taking control of and managing the Property and collecting the rents, any funds expended by Beneficiary for such purposes shall become indebtedness of Trustor to Beneficiary secured by this Deed of Trust pursuant to Section 3.3 hereof. Unless Beneficiary and Trustor agree in writing to other terms of payment, such amounts shall be payable upon notice from Beneficiary to Trustor requesting payment thereof and shall bear interest from the date of disbursement at the rate stated in Section 3.3. Any entering upon and taking and maintaining of control of the Property by Beneficiary or the receiver and any application of rents as provided herein shall not cure or waive any default hereunder or invalidate any other right or remedy of Beneficiary under applicable law or provided herein. This assignment of rents of the Property shall terminate at such time as this Deed of Trust ceases to secure indebtedness held by Beneficiary. 1669\02\

354 ARTICLE 3: TAXES AND INSURANCE; ADVANCES Section 3.1 Taxes, Other Governmental Charges and Utility Charges. Trustor shall pay, or cause to be paid, at least fifteen (15) days prior to the date of delinquency, all taxes, assessments, charges and levies imposed by any public authority or utility company which are or may become a lien affecting the Security or any part thereof; provided, however, that Trustor shall not be required to pay and discharge any such tax, assessment, charge or levy so long as (a) the legality thereof shall be promptly and actively contested in good faith and by appropriate proceedings, and (b) Trustor maintains reserves adequate to pay any liabilities contested pursuant to this Section 3.1. With respect to taxes, special assessments or other similar governmental charges, Trustor shall pay such amount in full prior to the attachment of any lien therefor on any part of the Security; provided, however, if such taxes, assessments or charges may be paid in installments, Trustor may pay in such installments. Except as provided in clause (b) of the first sentence of this paragraph, the provisions of this Section 3.1 shall not be construed to require that Trustor maintain a reserve account, escrow account, impound account or other similar account for the payment of future taxes, assessments, charges and levies. In the event that Trustor shall fail to pay any ofthe foregoing items required by this Section to be paid by Trustor, Beneficiary may (but shall be under no obligation to) pay the same, after the Beneficiary has notified the Trustor in writing of such failure to pay and the Trustor fails to fully pay such items within seven (7) business days after receipt of such notice. Any amount so advanced therefor by Beneficiary, together with interest thereon from the date of such advance at the maximum rate permitted by law, shall become an additional obligation of Trustor to the Beneficiary and shall be secured hereby, and Trustor agrees to pay all such amounts. Section 3.2 Provisions Respecting Insurance. Trustor agrees to provide insurance conforming in all respects to that required under the Loan Documents during the course of construction and following completion, and at all times until all amounts secured by this Deed of Trust have been paid and all other obligations secured hereunder fulfilled, and this Deed of Trust reconveyed. All such insurance policies and coverages shall be maintained at Trustor's sole cost and expense. Certificates of insurance for all of the above insurance policies, showing the same to be in full force and effect, shall be delivered to the Beneficiary upon demand therefor at any time prior to the Beneficiary's receipt of the entire Principal and all amounts secured by this Deed of Trust. The Trustor is aware that California Civil Code Section (a) provides as follows: "No lender shall require a borrower, as a condition of receiving or maintaining a loan secured by real property, to provide hazard insurance coverage against risks to the improvements on that real property in an amount exceeding the replacement value of the improvements on the property."

355 Section 3.3 Advances. In the event the Trustor shall fail to maintain the full insurance coverage required by this Deed of Trust or shall fail to keep the Security in accordance with the Loan Documents, the Beneficiary, after at least seven (7) days' prior written notice to Trustor, may (but shall be under no obligation to) take out the required policies of insurance and pay the premiums on the same or may make such repairs or replacements as are necessary and provide for payment thereof; and all amounts so advanced therefor by the Beneficiary shall become an additional obligation of the Trustor to the Beneficiary (together with interest as set forth below) and shall be secured hereby, which amounts the Trustor agrees to pay on the demand of the Beneficiary, and if not so paid, shall bear interest from the date of the advance at the lesser of ten percent (10%) per annum or the maximum rate permitted by law. ARTICLE 4: DAMAGE, DESTRUCTION OR CONDEMNATION Section 4.1 Awards and Damages. All judgments, awards of damages, settlements and compensation made in connection with or in lieu of (I) taking of all or any part of or any interest in the Property by or under assertion of the power of eminent domain, (2) any damage to or destruction of the Property or in any part thereof by insured casualty, and (3) any other injury or damage to all or any part of the Property ("Funds") are hereby assigned to and shall be paid to the Beneficiary by a check made payable to the Beneficiary. The Beneficiary is authorized and empowered (but not required) to collect and receive any funds and is authorized to apply them in whole or in part upon any indebtedness or obligation secured hereby, in such order and manner as the Beneficiary shall determine at its sole option. Following an Event of Defaul!, the Beneficiary shall be entitled to settle and adjust all claims under insurance policies provided under this Deed of Trust and may deduct and retain from the proceeds of such insurance the amount of all expenses incurred by it in connection with any such settlement or adjustment. All or any part of the amounts so collected and recovered by the Beneficiary may be released to Trustor upon such conditions as the Beneficiary may impose for its disposition. Application of all or any part of the Funds collected and received by the Beneficiary or the release thereof shall not cure or waive any default under this Deed of Trust. The rights ofthe Beneficiary under this Section 4.1 are subject to the rights of any senior mortgage lender. The Beneficiary shall release the Funds to Trustor to be used to reconstruct the improvements on the Property provided that Beneficiary reasonably determines that Trustor (when taking into account the Funds) has sufficient funds to rebuild the improvements in substantially the form such improvements existed prior to the casualty or condemnation. ARTICLES: AGREEMENTS AFFECTING THE PROPERTY; FURTHER ASSURANCES; PAYMENT OF PRINCIPAL AND INTEREST 1669\02\

356 Section 5.1 Other Agreements Affecting Property. The Trustor shall duly and punctually perform all terms, covenants, conditions and agreements binding upon it under the Loan Documents and any other agreement of any nature whatsoever now or hereafter involving or affecting the Security or any part thereof. Section 5.2 Agreement to Pay Attorneys' Fees and Expenses. In the event of any Event of Default (as defined below) hereunder, and if the Beneficiary should employ attorneys or incur other expenses for the collection of amounts due or the enforcement of performance or observance of an obligation or agreement on the part of the Trustor in this Deed of Trust, the Trustor agrees that it will, on demand therefor, pay to the Beneficiary the reasonable fees of such attorneys and such other reasonable expenses so incurred by the Beneficiary (including, but not limited to, other professional services fees and costs); and any such amounts paid by the Beneficiary shall be added to the indebtedness secured by the lien ofthis Deed of Trust, and shall bear interest from the date such expenses are incurred at the lesser often percent (10%) per annum or the maximum rate permitted by law. Section 5.3 Payment of the Principal. The Trustor shall pay to the Beneficiary the Principal and any other payments as set forth in the Note in the amounts and by the times set out therein. Section 5.4 Personal Property. To the maximum extent permitted by law, the personal property subject to this Deed of Trust shall be deemed to be fixtures and part of the real property and this Deed of Trust shall constitute a fixtures filing under the California Commercial Code. As to any personal property not deemed or permitted to be fixtures, this Deed of Trust shall constitute a security agreement under the California Commercial Code. The Trustor hereby grants the Beneficiary a security interest in such items. Section 5.5 Financing Statement. The Trustor shall execute and deliver to the Beneficiary such financing statements pursuant to the appropriate statutes, and any other documents or instruments as are required to convey to the Beneficiary a valid perfected security interest in the Security. The Trustor agrees to perform all acts which the Beneficiary may reasonably request so as to enable the Beneficiary to maintain such valid perfected security interest in the Security in order to secure the payment of the Note in accordance with its terms. The Beneficiary is authorized to file a copy of any such financing statement in any jurisdiction(s) as it shall deem appropriate from time to time in order to protect the security interest established pursuant to this instrument. Trustor shall pay all costs of filing such financing statements and any extensions, renewals, amendments, and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements, and releases thereof, as the Beneficiary may reasonably require. Without the prior written consent of the Beneficiary, Trustor shall not create or suffer to be created pursuant to the 1669\02\

357 California Commercial Code any other security interest in the Security, including replacements and additions thereto. Section 5.6 Operation of the Security. The Trustor shall operate the Security (and, in case of a transfer of a portion of the Security subject to this Deed of Trust, the transferee shall operate such portion ofthe Security) in full compliance with the Loan Documents. Section 5.7 Inspection of the Security. At any and all reasonable times upon seventy-two (72) hours' notice, the Beneficiary and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right, without payment of charges or fees, to inspect the Security. Section 5.8 Nondiscrimination. The Trustor herein covenants by and for itself, its heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment ofthe Security, nor shall the Trustor itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Security. The foregoing covenants shall run with the land. Section 5.9 Relocation. The Trustor shall comply with the requirements ofthe Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. Section 4601, et seq.), and implementing regulations at 49 C.F.R. Part 24; Section I 04( d) of the Housing and Community Development Act of 1974 and implementing regulations at 24 C.F.R. Part 42; 24 C.F.R. Section ; and California Government Code Section 7260 et seq. and implementing regulations at 25 California Code of Regulations Section 6000 et seq. The Trustor acknowledges and agrees that the Security is required to be vacant in order to quality for purchase under the Loan Agreement; however, if and to the extent that acquisition and rehabilitation of the Security results in the permanent or temporary displacement of residential tenants, homeowners, or businesses, then the Trustor shall comply with all applicable local, state, and federal statutes and regulations with respect to relocation planning, advisory assistance, and payment of monetary benefits. The Trustor shall be solely responsible for payment of any relocation benefits to any displaced persons and any other obligations associated with complying with such relocation laws. The Trustor shall indemnity, defend (with counsel reasonably chosen by the Beneficiary), and hold harmless the Beneficiary against all claims which arise out of relocation obligations to residential tenants, homeowners, or businesses permanently or temporarily displaced by the acquisition or rehabilitation of the Security

358 ARTICLE 6: HAZARDOUS WASTE Trustor shall keep and maintain the Property in compliance with, and shall not cause or permit the Property to be in violation of any federal, state or local laws, ordinances or regulations relating to industrial hygiene or to the environmental conditions on, under or about the Property including, but not limited to, soil and ground water conditions. Trustor shall not use, generate, manufacture, store or dispose of on, under, or about the Property or transport to or from the Property any flammable explosives, radioactive materials, hazardous wastes, toxic substances or related materials, including without limitation, any substances defined as or included in the definition of "hazardous substances," hazardous wastes," "hazardous materials," or "toxic substances" under any applicable federal or state laws or regulations (collectively referred to bereinafter as "Hazardous Materials") except such of the foregoing as are used in construction of projects of the improvements on the Property or as may be customarily kept and used in and about residential property. Trustor shall immediately advise Beneficiary in writing if at any time it receives written notice of (i) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against Trustor or the Property pursuant to any applicable federal, state or local laws, ordinances, or regulations relating to any Hazardous Materials, ("Hazardous Materials Law"); (ii) all claims made or threatened by any third party against Trustor or the Property relating to damage, contribution, cost recovery compensation, loss or injury resulting from any Hazardous Materials (the matters set forth in clauses (i) and (ii) above are hereinafter referred to as "Hazardous Materials Claims"); and (iii) Trustor's discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Property that could cause the Property or any part thereof to be classified as "border-zone property" under the provision of California Health and Safety Code, Sections et ffi., or any regulation adopted in accordance therewith, or to be otherwise subject to any restrictions on the ownership, occupancy, transferability or use of the Property under any Hazardous Materials Law. Beneficiary shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Materials Claims and to have its reasonable attorneys' fees in connection therewith paid by Trustor. Trustor shall indemnify and hold harmless Beneficiary and its boardmembers, supervisors, directors, officers, employees, agents, successors and assigns from and against any loss, damage, cost, expense or liability directly or indirectly arising out of or attributable to the use, generation, storage, release, threatened release, discharge, disposal, or presence of Hazardous Materials on, under, or about the Property including without limitation: (a) all foreseeable consequential damages; (b) the costs of any required or necessary repair, cleanup or detoxification of the Property and the preparation and implementation of any closure, remedial or other required plans; and (c) all reasonable costs and expenses incurred by Beneficiary in connection with clauses (a) and (b), including but not limited to reasonable attorneys' fees and consultant's fees. Without Beneficiary's prior written consent, which shall not be unreasonably withheld, Trustor shall not take any remedial action in response to the presence of any Hazardous Materials on, under or about the Property, nor enter into any settlement agreement, consent 1669\02\

359 decree, or other compromise in respect to any Hazardous Material Claims, which remedial action, settlement, consent decree or compromise might, in Beneficiary's reasonable judgment, impair the value of the Beneficiary's security hereunder; provided, however, that Beneficiary's prior consent shall not be necessary in the event that the presence of Hazardous Materials on, under, or about the Property either poses an immediate threat to the health, safety or welfare of any individual or is of such a nature that an immediate remedial response is necessary and it is not reasonably possible to obtain Beneficiary's consent before taking such action, provided that in such event Trustor shall notify Beneficiary as soon as practicable of any action so taken. Beneficiary agrees not to withhold its consent, where such consent is required hereunder, if either (i) a particular remedial action is ordered by a court of competent jurisdiction, (ii) Trustor will or may be subjected to civil or criminal sanctions or penalties if it fails to take a required action; (iii) Trustor establishes to the reasonable satisfaction of Beneficiary that there is no reasonable alternative to such remedial action which would result in less impairment of Beneficiary's security hereunder; or (iv) the action has been agreed to by Beneficiary. The Trustor hereby acknowledges and agrees that (i) this Article is intended as the Beneficiary'S written request for information (and the Trustor's response) concerning the environmental condition ofthe Property as required by California Code of Civil Procedure Section 726.5, and (ii) each representation and warranty in this Deed of Trust or any of the other Loan Documents (together with any indemnity applicable to a breach of any such representation and warranty) with respect to the environmental condition ofthe property is intended by the Beneficiary and the Trustor to be an "environmental provision" for purposes of California Code of Civil Procedure Section 736. In the event that any portion of the Property is determined to be "environmentally impaired" (as that term is defined in California Code of Civil Procedure Section 726.5(e)(3» or to be an "affected parcel" (as that term is defined in California Code of Civil Procedure Section 726.5( e)(i», then, without otherwise limiting or in any way affecting the Beneficiary'S or the Trustee's rights and remedies under this Deed of Trust, the Beneficiary may elect to exercise its rights under California Code of Civil Procedure Section 726.5(a) to (I) waive its lien on such environmentally impaired or affected portion ofthe Property and (2) exercise (a) the rights and remedies of an unsecured creditor, including reduction of its claim against the Trustor to judgment, and (b) any other rights and remedies permitted by law. For purposes of determining the Beneficiary's right to proceed as an unsecured creditor under California Code of Civil Procedure Section 726.5(a), the Trustor shall be deemed to have willfully permitted or acquiesced in a release or threatened release of hazardous materials, within the meaning of California Code of Civil Procedure Section 726.5(d)(I), if the release or threatened release of hazardous materials was knowingly or negligently caused or contributed to by any lessee, occupant, or user of any portion of the Property and the Trustor knew or should have known of the activity by such lessee, occupant, or user which caused or contrihuted to the release or threatened release. All costs and expenses, including (but not limited to) attorneys' fees, incurred by the Beneficiary in connection with any action commenced under this paragraph, including any action required by California Code of Civil Procedure Section 726.5(b) to determine the degree to which the Property is environmentally impaired, plus interest thereon at the lesser of ten percent (10%) or the maximum rate permitted by law, until paid, shall be added to the indebtedness secured by this Deed of Trust and shall be due and payable to the Beneficiary upon its demand made at any time following the conclusion of such action. 1669\02\